Neuphoria Therapeutics Inc.
For the period ended Dec 9, 2025. Filed Oct 30, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 9, 2025 · Filed Oct 30, 2025
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240. Rule 14a-12 |
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(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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October 30, 2025
Dear Stockholder:
You are cordially invited to attend Neuphoria Therapeutics Inc.’s Annual Meeting of Stockholders on Tuesday, December 9, 2025, at 10:00 a.m., Eastern Time, online atwww.virtualshareholdermeeting.com/NEUP2025. The Annual Meeting of Stockholders will be held in a virtual-only meeting format.
The matters to be acted on at the Annual Meeting of Stockholders are described in the enclosed notice and proxy statement.
We realize that you may not be able to attend the Annual Meeting of Stockholders and vote your shares at the meeting. However, regardless of your meeting attendance, we need your vote. We urge you to ensure that your shares are represented by voting in advance of the meeting on the Internet or via a toll-free telephone number, as instructed in the Notice Regarding the Internet Availability of Proxy Materials, or if you have elected to receive a paper or email copy of the proxy materials, by completing, signing and returning the proxy card that is provided. If you decide to attend the Annual Meeting of Stockholders, you may revoke your proxy at that time and vote your shares at such meeting.
Please remember that this is your opportunity to voice your opinion on matters affecting the Company. We look forward to receiving your proxy and perhaps seeing you at the Annual Meeting of Stockholders.
Sincerely,
/s/ Alan Fisher
Alan FisherChairman of the Board of Neuphoria Therapeutics Inc.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, DECEMBER 9, 2025
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Neuphoria Therapeutics Inc. (the “Company,” “we,” “our,” “us”) to be held on Tuesday, December 9, 2025, at 10:00 a.m., Eastern time, online atwww.virtualshareholdermeeting.com/NEUP2025. The Annual Meeting of Stockholders will be held in a virtual-only meeting format.
At the Annual Meeting, stockholders will be invited to consider and vote upon the following matters:
| 1. | Election of two Class I directors to serve for a three-year term of office expiring at the 2028 Annual Meeting of Stockholders; |
| 2. | Ratification of the appointment of Wolf & Company P.C. (“Wolf & Company”) as our independent registered public accounting firm for the fiscal year ending June 30, 2026; |
| 3. | To approve (on a non-binding advisory basis) the compensation of our named executive officers as described in the accompanying materials; |
| 4. | To approve (on a non-binding advisory basis) the frequency of an advisory vote on the compensation of our named executive officers in future years; and |
| 5. | To approve one or more adjournments of the Annual Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting |
The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders.
The board of directors has fixed the close of business on October 15, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof. A list of stockholders entitled to vote at the Annual Meeting will be available online during the Annual Meeting. Your vote is very important to the Company and all proxies are being solicited by the board of directors and executive officers, as well as representatives of Morrow Sodali LLC who we have retained to aid in the solicitation of proxies, at an estimated cost of $12,000. So, whether or not you plan on attending the Annual Meeting, we encourage you to submit your proxy as soon as possible (i) by accessing the Internet site or by calling the toll-free number described in the proxy materials; or (ii) by signing, dating and returning a proxy card or instruction form provided to you. By submitting your proxy promptly, you will save the Company the expense of further proxy solicitation. Please note that all votes cast by telephone or on the Internet must be cast prior to 11:59 p.m., Eastern Time, on December 8, 2025.
| By | Order of the Board of Directors, |
|---|---|
| /s/ Alan Fisher | |
| Alan FisherChairman of the Board of Directors of Neuphoria Therapeutics Inc. | |
New York, New York
October 30, 2025
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