Changes in Control of Registrant. To the extent required by this Item, the information included in

Entry into a Material Definitive Agreement Merger Agreement On July 23, 2026, Neuphoria Therapeutics Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Scancell Holdings plc, a public limited company incorporated under the laws of England and Wales (“ Parent ”), and Scancell Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“ Merger Sub ”). Upon the terms and subject to the sati…

by reference is an investor presentation that Parent has prepared for use in connection with the PIPE Financing. The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange A…

Termination of a Material Definitive Agreement: The disclosure set forth under

Entry into a Material Definitive Agreement : As previously announced on December 16, 2022 in a Current Report on Form 6-K filed by Bionomics Ltd. (now known as Neuphoria Therapeutics Inc., or the “Company”), the Company had appointed Spyridon “Spyros” Papapetropoulos, M.D. as President and Chief Executive Officer (“CEO”) pursuant to the terms of that certain Employment Agreement effective January 5, 2023 (“Employment Agreement”), and as a director to the Company’s board. Effective December 31…

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…

Material Modification to Rights of Security Holders.

Entry into a Material Definitive Agreement. On October 25, 2025 the Board of Directors (the “Board”) of Neuphoria Therapeutics Inc. (“Neuphoria” or the “Company”), a Delaware corporation, declared a dividend of one right (“Right”) to purchase one-thousandth of one share of the Company’s newly designated Series A Preferred Stock, par value $0.00001 per share (each, a “Preferred Share” and collectively, the “Preferred Shares”), for each outstanding share of common stock, par value $0.00001 per…

Other Events. On October 20, 2025, Neuphoria Therapeutics Inc. (the “Company”) announced topline results from its AFFIRM-1 Phase 3 trial of BNC210 for the acute treatment of social anxiety disorder (SAD) that it did not meet its primary endpoint of change from baseline to the average of the performance phase of the public speaking challenge in Subjective Units of Distress Scale (SUDS) scores. In addition, analyses of secondary endpoints did not demonstrate statistically significant difference…

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 an annual general me…

Notice of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.. 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 an annual meeting of stockholders within tw…

and in the Press Release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this

Changes in Control of Registrant. The information included under the Explanatory Note and

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information included under the Explanatory Note of this Current Report on Form 8-K is incorporated by reference to this

Entry into a Material Definitive Agreement. The information included under the Explanatory Note of this Current Report on Form 8-K is incorporated by reference to this

The filing describes the structure and terms of the board of directors, which is a routine matter.

Unregistered Sales of Equity Securities. The information included under the Explanatory Note of this Current Report on Form 8-K is incorporated by reference to this

Material Modification to Rights of Security Holders. The information included under the Explanatory Note,

Entry Into a Material Definitive Agreement. ATM Offering On November 18, 2024, Bionomics Limited (“Bionomics” or the “Company”) entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“HCW” or the “Sales Agent”). Pursuant to the Sales Agreement, the Sales Agent will act as the Company’s agent with respect to an offering and sale, at any time and from time to time, of the Company’s American Depository Shares, no par value per share (the “Shares…

Director — Mr. Aaron Weaver: Mr. Aaron Weaver resigned from the Board of Directors without any disagreement on matters relating to the Company’s operations, policies or practices.

Entry into a Material Definitive Agreement On October 1, 2024, Bionomics Limited, an Australian corporation (“Bionomics”), and Neuphoria Therapeutics Inc., a Delaware corporation (“Neuphoria”), entered into a Scheme Implementation Agreement to re-domicile from Australia to the U.S. state of Delaware pursuant to a Scheme of Arrangement under Australian law. Upon completion of the Scheme of Arrangement, Bionomics would become a wholly-owned subsidiary of Neuphoria. Under the Scheme of Arrangeme…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 11, 2024, Bionomics Limited (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s American Depositary Shares (the “Shares”) for the 30 consecutive business days between May 28, 2024 and July 10, 2024, the Company did not meet the minimum bid price of $1.00 per…