Neuphoria Therapeutics Inc.

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:

(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):

September 18, 2026

Dear Stockholder:

You are cordially invited to attend Neuphoria Therapeutics Inc.’s Annual Meeting of Stockholders on Monday, November 2, 2026, at 9:00 a.m., Eastern Time, online at https://meetnow.global/MZRSRWT. 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 of Annual Meeting of Stockholders, 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/ Spyridon Papapetropoulos

Spyridon Papapetropoulos Interim Chief Executive Officer and Director of Neuphoria Therapeutics Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 2, 2026

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Neuphoria Therapeutics Inc. (the “Company,” “we,” “our,” “us”) to be held on November 2, 2026, at 9:00 a.m., Eastern time, online at https://meetnow.global/MZRSRWT. 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:

The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders. Only holders of record of shares of Common Stock as of the close of business on the record date, September 10, 2026 (the “Record Date”), are entitled to receive notice of, and to vote at, 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 Sodali & Co. who we have retained to aid in the solicitation of proxies, at an estimated cost of $20,000. 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 your proxy card or instruction form provided to you. Please note that all votes cast by telephone or on the Internet by beneficial holder (in street name by banks or brokers) must be cast not later than 11:59 p.m., Eastern Time, on November 1, 2026.

**Please note that this proxy statement relates solely to our 2026 Annual Meeting of Stockholders and does not contain information or proposals regarding the Company’s proposed merger with Scancell Holdings plc, which we announced on July 23, 2026, and does not ask you to consider the merger agreement or any other matters related thereto. We do not intend to discuss the proposed merger at our 2026 Annual Meeting of Stockholders, as we will hold a separate special meeting of stockholders in the future to consider and seek approval for the proposals contemplated by the merger agreement. We will deliver a separate set of proxy solicitation materials to you for the special meeting of stockholders in connection with the proposed merger. The proposed Scancell merger is subject to closing conditions set forth in the merger agreement including, among others, the approval by shareholders of both companies.

Millis, Massachusetts

September 18, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders

To Be Held on November 2, 2026. The Proxy Statement, form of proxy, and Annual Report on Form 10-K

for the fiscal year ended June 30, 2026 are available free of charge at https://ir.neuphoriatx.com/.

This proxy statement contains information about the 2026 annual meeting of stockholders of

Neuphoria Therapeutics Inc. Proxy materials will be first sent to stockholders on or about September 21, 2026.

IMPORTANT

Your vote at this year’s Annual Meeting is important, no matter how many or how few shares you own. Please sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope promptly, or follow the instructions set forth on the enclosed proxy card to vote over the Internet or by telephone.

All stockholders are invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, we respectfully urge you to vote over the Internet or by telephone or sign, date and return the enclosed proxy card as promptly as possible. Stockholders who execute a proxy card may nevertheless attend the Annual Meeting, revoke their proxy and vote their shares during the Annual Meeting. “Street name” stockholders who wish to vote their shares during the Annual Meeting will need to obtain a legal proxy from the bank, broker or other nominee in whose name their shares are registered. The instructions for voting over the Internet or by telephone are provided on your proxy card.

Remember, you can vote your shares over the Internet or by telephone.

Please follow the easy instructions on the enclosed proxy card.

If you have any questions or need assistance in voting

your shares, you may also contact our proxy solicitor:

Sodali & Co.

430 Park Avenue, 14 th Floor

New York, NY 10022

Stockholders and All Others Call Toll Free: (800) 662-5200

Banks and Brokers Call: (203) 658-9400

Email: NEUP@investor.sodali.com