[SCHEDULE 13G/A] Neuphoria Therapeutics Inc. Amended Passive Investment Disclosure
Neuphoria holder Coastlands reports stake at 4.23%
Neuphoria Therapeutics Inc. shareholder group led by Coastlands Capital LP and Matthew D. Perry reports beneficial ownership of 228,594 shares of common stock.
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Neuphoria Therapeutics Inc. shareholder group led by Coastlands Capital LP and Matthew D. Perry reports beneficial ownership of 228,594 shares of common stock. Based on 5,404,551 shares outstanding as of May 14, 2026, this represents 4.23% of the company’s common stock.
The reporting persons hold no sole voting or dispositive power, but have shared voting and shared dispositive power over all 228,594 shares. They state that the securities were not acquired to change or influence control of Neuphoria Therapeutics. This Amendment No. 1 is described as an exit filing, as the group no longer beneficially owns more than 5% of any class of the issuer’s securities.
Key Figures
Beneficially owned shares:228,594 sharesOwnership percentage:4.23%Shares outstanding:5,404,551 shares+4 more
7 metrics
Beneficially owned shares228,594 sharesShares of Neuphoria Therapeutics common stock reported as beneficially owned by each reporting person
Ownership percentage4.23%Percent of Neuphoria Therapeutics common stock class beneficially owned by each reporting person
Shares outstanding5,404,551 sharesCommon stock issued and outstanding as of May 14, 2026 used for ownership calculation
Sole voting power0 sharesEach reporting person’s sole power to vote or direct the vote of NEUP shares
Shared voting power228,594 sharesEach reporting person’s shared power to vote or direct the vote of NEUP shares
Sole dispositive power0 sharesEach reporting person’s sole power to dispose or direct disposition of NEUP shares
Shared dispositive power228,594 sharesEach reporting person’s shared power to dispose or direct disposition of NEUP shares
"The calculation of the beneficial ownership of the Reporting Persons is based on 5,404,551 shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerfinancial
"6 | Shared Voting Power 228,594.00 7 | Sole Dispositive Power 0.00 8 | Shared Dispositive Power"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"8 | Shared Dispositive Power 228,594.00 9 228,594.00"
Schedule 13Gregulatory
"Each reporting person also disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Rule 13d-3regulatory
"it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
exit filingregulatory
"This Amendment No. 1 constitutes an exit filing for the Reporting Persons"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership level in Neuphoria Therapeutics (NEUP) is reported in this Schedule 13G/A?
The filing reports that the Coastlands group and Matthew D. Perry beneficially own 228,594 shares of Neuphoria Therapeutics common stock, representing 4.23% of the class based on 5,404,551 shares outstanding as of May 14, 2026.
Who are the reporting persons in the Neuphoria Therapeutics (NEUP) Schedule 13G/A?
The reporting persons are Coastlands Capital LP, Coastlands Capital Partners LP, Coastlands Capital GP LLC, Coastlands Capital LLC, and Matthew D. Perry. They file jointly, each disclaims group status and beneficial ownership beyond their pecuniary interest.
Does the Coastlands group still own more than 5% of Neuphoria Therapeutics (NEUP)?
No. The filing states this Amendment No. 1 is an exit filing because the reporting persons no longer beneficially own more than 5% of any class of Neuphoria Therapeutics’ securities, with their stake now at 4.23%.
How much voting and dispositive power does the Coastlands group have over NEUP shares?
Each reporting person has 0 shares with sole voting or dispositive power and 228,594 shares with shared voting and shared dispositive power. All 228,594 shares are held on a shared basis across the reporting persons.
What share count did Neuphoria Therapeutics (NEUP) report as outstanding for this calculation?
Beneficial ownership is calculated using 5,404,551 shares of Neuphoria Therapeutics common stock issued and outstanding as of May 14, 2026, as referenced by the issuer in its quarterly report filed on May 15, 2026.
Is the Coastlands group seeking to influence control of Neuphoria Therapeutics (NEUP)?
The signatories certify that the securities were not acquired and are not held for the purpose or effect of changing or influencing the control of Neuphoria Therapeutics, other than activities solely related to a nomination under Item 11.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Neuphoria Therapeutics Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
64136E102
(CUSIP Number)
07/23/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
64136E102
1
Names of Reporting Persons
Coastlands Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
228,594.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
228,594.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
228,594.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.23 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: The calculation of the beneficial ownership of the Reporting Persons is based on 5,404,551 shares of Common Stock issued and outstanding as of May 14, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2026. This Amendment No. 1 constitutes an exit filing for the Reporting Persons, as the Reporting Persons no longer beneficially own more than 5 percent of any class of securities of the Issuer.
SCHEDULE 13G
CUSIP Number(s):
64136E102
1
Names of Reporting Persons
Coastlands Capital Partners LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
228,594.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
228,594.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
228,594.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.23 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The calculation of the beneficial ownership of the Reporting Persons is based on 5,404,551 shares of Common Stock issued and outstanding as of May 14, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2026. This Amendment No. 1 constitutes an exit filing for the Reporting Persons, as the Reporting Persons no longer beneficially own more than 5 percent of any class of securities of the Issuer.
SCHEDULE 13G
CUSIP Number(s):
64136E102
1
Names of Reporting Persons
Coastlands Capital GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
228,594.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
228,594.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
228,594.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.23 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The calculation of the beneficial ownership of the Reporting Persons is based on 5,404,551 shares of Common Stock issued and outstanding as of May 14, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2026. This Amendment No. 1 constitutes an exit filing for the Reporting Persons, as the Reporting Persons no longer beneficially own more than 5 percent of any class of securities of the Issuer.
SCHEDULE 13G
CUSIP Number(s):
64136E102
1
Names of Reporting Persons
Coastlands Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
228,594.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
228,594.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
228,594.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.23 %
12
Type of Reporting Person (See Instructions)
HC, OO
Comment for Type of Reporting Person: The calculation of the beneficial ownership of the Reporting Persons is based on 5,404,551 shares of Common Stock issued and outstanding as of May 14, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2026. This Amendment No. 1 constitutes an exit filing for the Reporting Persons, as the Reporting Persons no longer beneficially own more than 5 percent of any class of securities of the Issuer.
SCHEDULE 13G
CUSIP Number(s):
64136E102
1
Names of Reporting Persons
Matthew D. Perry
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
228,594.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
228,594.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
228,594.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.23 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The calculation of the beneficial ownership of the Reporting Persons is based on 5,404,551 shares of Common Stock issued and outstanding as of May 14, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2026. This Amendment No. 1 constitutes an exit filing for the Reporting Persons, as the Reporting Persons no longer beneficially own more than 5 percent of any class of securities of the Issuer.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Neuphoria Therapeutics Inc.
(b)
Address of issuer's principal executive offices:
100 Summit Drive Burlington, MA, 01803
Item 2.
(a)
Name of person filing:
Coastlands Capital LP, a Delaware limited partnership ("Coastlands")
Coastlands Capital Partners LP, a Delaware limited partnership (the "Partnership")
Coastlands Capital GP LLC, a Delaware limited liability company (the "General Partner")
Coastlands Capital LLC, a Delaware limited liability company ("Coastlands GP")
Matthew D. Perry
Coastlands and the General Partner are the investment adviser and general partner, respectively, of the Partnership. Coastlands GP is the general partner of Coastlands. Mr. Perry is the control person of Coastlands, the Partnership, Coastlands GP and the General Partner. The reporting persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Partnership should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
601 California Street, Suite 1210, San Francisco, CA 94108
(c)
Citizenship:
See Item 4 of the cover sheet for each reporting person.
(d)
Title of class of securities:
Common Stock, par value $0.00001 per share
(e)
CUSIP No.:
64136E102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Coastlands: 228,594
Partnership: 228,594
General Partner: 228,594
Coastlands GP: 228,594
Matthew D. Perry: 228,594
(b)
Percent of class:
Coastlands: 4.23%
Partnership: 4.23%
General Partner: 4.23%
Coastlands GP: 4.23%
Matthew D. Perry: 4.23%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Coastlands: 0
Partnership: 0
General Partner: 0
Coastlands GP: 0
Matthew D. Perry: 0
(ii) Shared power to vote or to direct the vote:
Coastlands: 228,594
Partnership: 228,594
General Partner: 228,594
Coastlands GP: 228,594
Matthew D. Perry: 228,594
(iii) Sole power to dispose or to direct the disposition of:
Coastlands: 0
Partnership: 0
General Partner: 0
Coastlands GP: 0
Matthew D. Perry: 0
(iv) Shared power to dispose or to direct the disposition of:
Coastlands: 228,594
Partnership: 228,594
General Partner: 228,594
Coastlands GP: 228,594
Matthew D. Perry: 228,594
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Coastlands Capital LP
Signature:
/s/ Mark Shamia
Name/Title:
Chief Operating Officer of the General Partner, Coastlands Capital LLC
Date:
07/28/2026
Coastlands Capital Partners LP
Signature:
/s/ Mark Shamia
Name/Title:
Chief Operating Officer of the General Partner, Coastlands Capital GP LLC
