Neuphoria Therapeutics 2024年度报告

Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.YES☒NO☐Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☐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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $5,213,998based on the closing price of the registrant’sCommon Stock on December 31, 2024, the last business day of the registrant’s most recently completed second fiscal quarter.The number of shares of Registrant’s Common Stock outstanding as of September 29, 2025 was2,357,613. List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:(1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Actof 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Table of Contents PART IItem 1. BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART IIItem 5. Market for Registrant’s Common Equity, Related shareholder Matters and Issuer Purchases of EquitySecurities86Item 6.[Reserved]86Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations87Item 7A.Quantitative and Qualitative Disclosures About Market Risk95Item 8.Financial Statements and Supplementary Data97Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure97Item 9A.Controls and Procedures97Item 9B.Other Information98Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections98 PART IIIItem 10. Directors, Executive Officers and Corporate Governance99Item 11.Executive Compensation104Item 12.Security Ownership of Certain Beneficial Owners and Management and Related shareholder Matters111Item 13.Certain Relationships and Related Transactions, and Director Independence112Item 14.Principal Accounting Fees and Services112 PART IVItem 15. Exhibits, Financial Statement Schedules114Item 16.Form 10-K Summary115Signatures116 Basis of Presentation Neuphoria Therapeutics Inc. is a Delaware corporation (“Neuphoria”) listed on the Nasdaq Global Market. We were formally knownas Bionomics Limited ("Bionomics") an Australian company that on October 1, 2024 entered into a Scheme ImplementationAgreement with Neuphoria to re-domicile from Australia to the State of Delaware pursuant to a Scheme of Arrangement underAustralian law. On December 23, 2024, the re-domiciliation of Bionomics was implemented and effectuated in accordance with theScheme Implementation Agreement, as amended. As a result, (i) holders of ordinary shares of Bionomics received one share of ourcommon stock