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Neuphoria Therapeutics Inc.

For the period ended Mar 31, 2026. Filed May 15, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 15, 2026

NEUP$2.78+0.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-12-31; filed 2026-02-17.

0001193125-26-054509

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001193125-26-225442

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 109 previous paragraphs and 108 current paragraphs.

74 unchanged; 28 reworded; 6 added; 5 removed; 2 previous and 0 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

As a direct result of management's plan to discontinue or pause all research and development activities, the Company did not incur any incremental research and development expenses during the three months ended March 31, 2026, including any related to non-BNC210 product candidates. The negative expense during the period then ended was the result of downward revisions to estimates associated with trailing costs for the closeout of the SAD Prevail clinical trial and other costs associated with pausing all BNC210 activities.

Current report

There were no research and development activities being run directly by the Company for any non-BNC210 related product candidates during the three months ended March 31, 2026; however, as previously disclosed in our annual report for the year ended June 30, 2025 and in our periodic reports subsequent thereto, in November 2020, we out-licensed BNC101 to Carina Biotech, and while we believe R&D activities are ongoing under the Carina Biotech license, we have neither direct control over the clinical research or development of this product, nor immediate knowledge of any such research and development activities completed during the three months ended March 31, 2026. In addition, as also previously disclosed in our annual report for the year ended June 30, 2025 and in our periodic reports subsequent thereto, in 2014, we entered into a research collaboration and license agreement with Merck to develop compounds targeting cognitive dysfunction associated with Alzheimer’s disease and other central nervous system conditions. Under the 2014 Merck License Agreement, Merck is responsible for using commercially reasonable efforts to develop, file for marketing authorization for and, following receipt thereof, to commercialize at least one product thereunder; therefore, while we believe research and development activities are ongoing thereunder, we have no immediate knowledge of such activities completed during the three months ended March 31, 2026, other than what has previously been reported.

Current report

Our research and development activities during the six months ended December 31, 2025 and during the full nine months ended March 31, 2025, were primarily focused on the advancement of BNC210. As a direct result of management's October 2025 plan to discontinue or pause all research and development activities, the Company did not incur any incremental research and development expenses during the three months ended March 31, 2026, including any costs related to non-BNC210 product candidates. The negative expense of approximately $0.5 million during the three months ended March 31, 2026, as included in the research and development costs for the nine months ended March 31, 2026, were the result of downward revisions to estimates associated with trailing costs for the closeout of the SAD Prevail clinical trial and other costs associated with pausing all BNC210 activities. As a result, the nine months ended March 31, 2026 and 2025 are substantially uncomparable.
Removed paragraphs (5)

Previous report

Our research and development activities in the three months ended December 31, 2025 and 2024 were principally focused on the advancement of BNC210, however the principal driver behind the $1.0 million decrease during the three months ended December 31, 2025 was management’s commitment to a plan to discontinue and/or pause, as the case may be, its research and development activities while it seeks to identify a partner with which to execute a strategic merger for the benefit of existing shareholders of Neuphoria. The overall $1.0 million decrease was primarily attributed to decreased contract-related costs of $0.7 million, a decrease in professional fees of $0.2 million, and a decrease in headcount costs of $0.1 million.

Previous report

See additional comments regarding restructuring costs (above) and Note 3 to the condensed consolidated financial statements incorporated herein.

Previous report

Our research and development activities in the six months ended December 31, 2025 and 2024 were principally focused on the advancement of BNC210. The increase in the six months ended December 31, 2025 of approximately $0.8 million, as compared to the same period ended 2024, was primarily due to increased expenditures associated with the SAD Prevail clinical trial of $1.0 million, partially offset by a decrease in professional fees of $0.2 million.

Previous report

During the six months ended December 31, 2025, approximately 88% of the total research and development expenses related to the advancement of our BNC210-based programs substantially all of which was attributable to SAD Prevail. We do not track labor associated with each program and have allocated headcount costs on a pro-rated basis. Management believes the pro rata allocation results in a reasonable estimate of the headcount costs associated with each of the programs noted above.

Previous report

Financing activities in the six months ended December 31, 2024 represent residual issue costs associated with the issuance of ADS shares pursuant to the ATM facility.
Reworded paragraphs (28)

Previous wording

Our ability to generate revenue from product sales sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of one or more of our product candidates. As of December 31, 2025, our operations have been financed primarily by aggregate net proceeds of $211.0 million from the sale and issuances of our equity, $29.2 million in the form of an upfront payment, research funding, and milestone payments from the 2014 Merck Agreement and the Carina Biotech License, and $67.6 million from Australian research and development credits and government grants and assistance.

Current wording

Our ability to generate revenue from product sales sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of one or more of our product candidates. As of March 31, 2026, our operations have been financed primarily by aggregate net proceeds of $211.0 million from the sale and issuances of our equity, $29.2 million in the form of an upfront payment, research funding, and development milestone payments from the 2014 Merck Collaboration and License Agreement (the "Merck Agreement") and the Carina Biotech License, and $67.9 million from Australian research and development credits and government grants and assistance.

Previous wording

Since inception, we have had significant operating losses and have an accumulated deficit of $186.4 million at December 31, 2025. The Company earned net income of $1.9 million and incurred a net loss of $1.9 million for the three months ended December 31, 2025 and 2024, respectively, and incurred net losses of $8.0 million and $2.7 million for the six months ended December 31, 2025 and 2024, respectively. The Company also had $10.2 million of cash used in operating activities during the six months ended December 31, 2025. The results of operations for the three and six months ended December 31, 2025 are not necessarily indicative of the results of operations to be expected for the year ending June 30, 2026.

Current wording

Since inception, we have had significant operating losses and have an accumulated deficit of $186.9 million at March 31, 2026. The Company incurred a net loss of $0.5 million and earned net income of $11.3 million for the three months ended March 31, 2026 and 2025, respectively, and incurred a net loss of $8.5 million and earned net income of $8.5 million for the nine months ended March 31, 2026 and 2025, respectively. The Company also had $13.6 million of cash used in operating activities during the nine months ended March 31, 2026. The results of operations for the three and nine months ended March 31, 2026 are not necessarily indicative of the results of operations to be expected for the year ending June 30, 2026.

Previous wording

Based upon the Company’s current operating plans, reflective of recent cost curtailments, the Company believes that its existing cash and cash equivalents will be sufficient to continue funding its operating activities beyond the third quarter of fiscal year 2027, which is more than twelve months from the date these condensed consolidated financial statements are issued. Consequently, management has determined there is no substantial doubt regarding the Company's ability to continue as a going concern for the twelve month period from the date these financial statements are issued.

Current wording

Based upon the Company’s current operating plans, reflective of recent cost curtailments, the Company believes that its existing cash and cash equivalents will be sufficient to continue funding its operating activities beyond the fourth quarter of fiscal year 2027, which is more than twelve months from the date these condensed consolidated financial statements are issued. Consequently, management has determined there is no substantial doubt regarding the Company's ability to continue as a going concern for the twelve month period from the date these financial statements are issued.

Previous wording

On November 11, 2025, and as previously indicated by the Company via prior press releases, the Company’s Board of Directors announced the initiation of a review of strategic alternatives to advance its promising pipeline programs and maximize stockholder value, pursuant to which the Company had engaged H.C. Wainwright & Co. to serve as its lead financial advisor to assist in this process. See also Note 18 related to the January 2026 expanded engagement of WG Partners in connection with this strategic evaluation process. Strategic alternatives under consideration may include, but are not limited to, mergers, acquisitions, partnerships, joint ventures, licensing arrangements or other strategic transactions.

Current wording

On November 11, 2025, and as previously indicated by the Company via prior press releases and SEC filings, the Company’s Board of Directors announced the initiation of a review of strategic alternatives to advance its promising pipeline programs and maximize stockholder value, pursuant to which the Company had engaged H.C. Wainwright & Co. to serve as its lead financial advisor to assist in this process. See also Note 15 related to the January 2026 expanded engagement of WG Partners in connection with this strategic evaluation process. Strategic alternatives under consideration may include, but are not limited to, mergers, acquisitions, partnerships, joint ventures, licensing arrangements or other strategic transactions.

Previous wording

Neuphoria cannot provide a definitive timeline for the consummation of strategic alternatives and cannot confirm that the process will result in any strategic alternative being announced or consummated. In addition, on December 2, 2025, Lynx1 Master Fund LP (“Lynx1”) revised its previous non-binding proposal to acquire all outstanding shares of the Company for $4.75 per share in cash. This revised offer followed a previous higher non-binding proposal of $5.20 per share made on November 10, 2025, which Lynx1 withdrew on November 18, 2025. The November 10, 2025 indication of interest from Lynx1 included its intent to nominate certain individuals to stand for election to Neuphoria’s board of directors at the Company’s 2025 Annual Meeting of Stockholders (“Annual Meeting”), which was held on December 12, 2025. In relevant part, at the Annual Meeting a quorum to properly hold the meeting was met, and the stockholders voted in favor of the election of the Company’s existing Class 1 directors, Peter Miles Davies and David Wilson, by a vote of approximately 84% to 16%. The complete results of that annual stockholder meeting can be found in the Company current report on Form 8-K filed by the Company with the SEC on December 17, 2025. As previously disclosed, Neuphoria's board of directors determined that the revised bid by Lynx1 was undervalued, provided no meaningful premium to stockholders, and further determined to continue with its ongoing strategic alternatives review process.

Current wording

Neuphoria cannot provide a definitive timeline for the consummation of strategic alternatives and cannot confirm that the process will result in any strategic alternative being announced or consummated. In addition, as previously disclosed in our periodic report and other SEC filings, on December 2, 2025, Lynx1 Master Fund LP (“Lynx1”) had made a non-binding proposal to acquire all outstanding shares of the Company for $4.75 per share, revised lower from its November 10, 2025 offer of $5.20 per share, in each case in cash. This revised offer from Lynx1 included its intent to nominate certain individuals to stand for election to Neuphoria’s board of directors at the Company’s 2025 Annual Meeting of Stockholders (“Annual Meeting”), which was held on December 12, 2025. In relevant part, the stockholders voted in favor of the election of the Company’s existing Class 1 directors, Peter Miles Davies and David Wilson, by a vote of approximately 84% to 16%. The complete results of that annual stockholder meeting can be found in the Company current report on Form 8-K filed by the Company with the SEC on December 17, 2025. As previously disclosed, Neuphoria's board of directors determined that the revised bid by Lynx1 was undervalued, provided no meaningful premium to stockholders, and further determined to continue with its ongoing strategic alternatives review process.

Previous wording

Effective December 31, 2025, due to company-wide cost-cutting measures, Dr. Papapetropoulos ceased to serve as the full-time President and CEO of the Company and his Employment Agreement terminated on such date; however, Dr. Papapetropoulos will remain as a member of the Company’s Board of Directors. Pursuant to the terms of the Employment Agreement, Dr. Papapetropoulos is entitled to a severance payment in an aggregate amount equal to his annual base salary, target bonus amount, and medical insurance premiums, 50% of which was paid in calendar year 2025, with the balance of such severance to be paid in partial installments in calendar year 2026 until fully paid, subject to and in accordance with the Company’s regular payroll, withholding practices, and applicable law.

Current wording

Effective December 31, 2025, due to company-wide cost-cutting measures, Dr. Papapetropoulos ceased to serve as the full-time President and CEO of the Company and his Employment Agreement terminated on such date; however, Dr. Papapetropoulos will remain as a member of the Company’s Board of Directors. Pursuant to the terms of the Employment Agreement, Dr. Papapetropoulos is entitled to a severance payment in an aggregate amount equal to his annual base salary, target bonus amount, and medical insurance premiums, 50% of which was paid in calendar year 2025. Of the remaining balance of such severance, approximately 30% was paid during the three months ended March 31, 2026 with the balance to be paid in partial installments over the remainder of calendar year 2026, subject to and in accordance with the Company’s regular payroll, withholding practices, and applicable law.

Previous wording

In September 2014, we entered the 2014 Merck Research Collaboration and License Agreement to develop compounds targeting cognitive dysfunction associated with Alzheimer’s disease and other central nervous system conditions. Pursuant to the Merck Agreement, we received upfront payments totaling $17 million, another $10 million in February 2017 when the first compound from the collaboration entered Phase 1 clinical trials, and another $15 million in March 2025 upon the first dosing of a patient in a phase II clinical trial. We are also eligible to receive up to an additional $450 million in milestone payments for achievement of certain development and commercial milestones.

Current wording

In September 2014, we entered the 2014 Merck Research Collaboration and License Agreement to develop compounds targeting cognitive dysfunction associated with Alzheimer’s disease and other central nervous system conditions. Pursuant to the Merck Agreement, we received upfront payments totaling $17 million, another $10 million in February 2017 when the first compound from the collaboration entered Phase 1 clinical trials, and another $15 million in March 2025 upon the first dosing of a patient in a phase II clinical trial. We are also eligible to receive up to an aggregate of $450 million in milestone payments comprised of $275 million for the achievement of certain development milestones and $175 million in potential commercial milestones.

Previous wording

In November 2020, we entered into an IP license agreement (the “Carina Biotech License”) with Carina Biotech ("Carina"). Pursuant to the Carina Biotech License, we are eligible to receive approximately $3 million in certain development, regulatory milestone payments if Carina Biotech advances the development of the therapy to a Phase 3 trial. Carina Biotech is also obligated to pay us royalties on its net sales of licensed products, on a country-by-country and product-by-product basis, ranging from the low-single digits to the mid-single digits, subject to certain specified deductions. Royalties are payable until the later of expiration of all licensed patents covering the licensed products, or expiration of all data exclusivity with respect to the licensed product. If Carina Biotech enters into one or more sublicensing agreements relating to the licensed product, we are eligible to receive a percentage of sublicensing revenues. On October 30, 2024, Carina made a milestone payment to the Company in the gross amount of A$1,000,000 which was recorded as revenue during the three and six months ended December 31, 2024.

Current wording

In November 2020, we entered into an IP license agreement (the “Carina Biotech License”) with Carina Biotech ("Carina"). Pursuant to the Carina Biotech License, we are eligible to receive approximately $3 million in certain development, regulatory milestone payments if Carina Biotech advances the development of the therapy to a Phase 3 trial. Carina Biotech is also obligated to pay us royalties on its net sales of licensed products, on a country-by-country and product-by-product basis, ranging from the low-single digits to the mid-single digits, subject to certain specified deductions. Royalties are payable until the later of expiration of all licensed patents covering the licensed products, or expiration of all data exclusivity with respect to the licensed product. If Carina Biotech enters into one or more sublicensing agreements relating to the licensed product, we are eligible to receive a percentage of sublicensing revenues. On October 30, 2024, Carina made a milestone payment to the Company in the gross amount of A$1,000,000 which was recorded as revenue during the nine months ended March 31, 2025. No further payments have been received from Carina since October 30, 2024.

Previous wording

Substantially all our direct research and development expenses during the three and six months ended December 31, 2025 and 2024 were on BNC210 and consisted primarily of external costs, such as consultants, CMOs that conduct research and development activities on our behalf, costs related to production of preclinical and clinical materials including fees paid to CMOs, and laboratory and vendor expenses related to the execution of our ongoing and planned preclinical studies and clinical trials. We deploy our personnel resources across all our research and development activities.

Current wording

Substantially all our direct research and development expenses during the three and nine months ended March 31, 2026 and 2025 were on BNC210 and consisted primarily of external costs, such as consultants, CMOs that conduct research and development activities on our behalf, costs related to production of preclinical and clinical materials including fees paid to CMOs, and laboratory and vendor expenses related to the execution of our ongoing and planned preclinical studies and clinical trials. We deploy our personnel resources across all our research and development activities.

Previous wording

successful completion of preclinical studies and of clinical trials for BNC210 and our other current product candidates and any future product candidates;

Current wording

successful completion of clinical trials for BNC210 and any future product candidates;

Previous wording

Research and development activities account for a significant portion of our operating expenses. We expect our research and development expenses to increase substantially for the foreseeable future under the presumption that we continue to implement our business strategy, which includes advancing BNC210 through clinical development and other product candidates into clinical development, expanding our research and development efforts, including hiring additional personnel to support our research and development efforts, and seeking regulatory approvals for our product candidates that successfully complete clinical trials. In addition, product candidates in later stages of clinical development generally incur higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. As a result, we expect our research and development expenses to increase as our product candidates advance into later stages of clinical development. However, we do not believe that it is possible at this time to accurately project total program-specific expenses through commercialization. There are numerous factors associated with the successful commercialization of any of our product candidates, including future trial design and various regulatory requirements, many of which cannot be determined with accuracy at this time based on our stage of development. The process of conducting the necessary clinical development to obtain regulatory approval is costly and time-consuming, and the successful development of our product candidates is highly uncertain.

Current wording

Research and development activities historically accounted for a significant portion of our operating expenses. We expect our research and development expenses to increase substantially for the foreseeable future under the presumption that we continue to implement our business strategy, which includes advancing BNC210 through clinical development and other product candidates into clinical development, expanding our research and development efforts, including hiring additional personnel to support our research and development efforts, and seeking regulatory approvals for our product candidates that successfully complete clinical trials. In addition, product candidates in later stages of clinical development generally incur higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. As a result, we expect our research and development expenses to increase as our product candidates advance into later stages of clinical development. However, we do not believe that it is possible at this time to accurately project total program-specific expenses through commercialization. There are numerous factors associated with the successful commercialization of any of our product candidates, including future trial design and various regulatory requirements, many of which cannot be determined with accuracy at this time based on our stage of development. The process of conducting the necessary clinical development to obtain regulatory approval is costly and time-consuming, and the successful development of our product candidates is highly uncertain.

Previous wording

General and administrative expenses consist primarily of salaries and related benefits, travel, and stock-based compensation for personnel in executive, finance, and administrative functions. General and administrative expenses also include insurance, supplies, and professional fees for legal, consulting, accounting, and audit services.

Current wording

General and administrative expenses consist primarily of salaries and related benefits, travel, and share-based compensation for personnel in executive, finance, and administrative functions. General and administrative expenses also include insurance, supplies, and professional fees for legal, consulting, accounting, and audit services.

Previous wording

During the three months ended December 31, 2025, management committed to a plan to discontinue or pause, as the case may be, its research and development activities while it seeks to identify a partner with which to execute a strategic merger and/or such other transaction(s), if any, for the benefit of existing shareholders of Neuphoria. As part of the restructuring initiative, the Company terminated its facility leases, wrote off the remaining carrying value of the right-of-use asset, derecognized the associated operating lease liability, and terminated substantially all of its employees. A liability equivalent to the derecognized lease liability has been included in Accrued restructuring expenses (see Notes 6 and 9). The write-offs are included in Restructuring costs in the condensed consolidated statements of operations and other comprehensive income (loss) for the three and six months ended December 31, 2025

Current wording

In October 2025, management committed to a plan to discontinue or pause, in regard to BNC210 in SAD and PTSD, its research and development activities while it seeks to identify a partner with which to execute a strategic merger and/or such other transaction(s), if any, for the benefit of existing shareholders of Neuphoria. As part of the restructuring initiative, the Company terminated its facility leases, wrote off the remaining carrying value of the right-of-use asset, derecognized the associated operating lease liability, and terminated substantially all of its employees. A liability equivalent to the derecognized lease liability has been included in Accrued restructuring expenses (see Notes 6 and 9 to the condensed consolidated financial statements). The write-offs are included in Restructuring costs in the condensed consolidated statements of operations and other comprehensive income (loss) for the three and nine months ended March 31, 2026.

Previous wording

Other income (loss) consists of net interest income, foreign currency gains and losses, fair value adjustments, and other gains and losses.

Current wording

Other income (loss) consists of net interest income, foreign currency transaction gains and losses, fair value adjustments, research and development incentive awards, and other gains and losses.

Previous wording

Our financial results are reported in U.S. dollars. A substantial portion of our operating expenses and other income are denominated in the Australian dollar. During the six months ended December 31, 2025 and 2024, we managed our exchange rate exposure principally by maintaining foreign currency cash accounts and managing our payments from the most appropriate accounts. From time to time, we may additionally use forward exchange contracts in an effort to manage certain foreign exchange rate exposures when appropriate. There were no foreign exchange contracts used during the six months ended December 31, 2025 and 2024, respectively. See “Quantitative and Qualitative Disclosures about Market Risk” for more information.

Current wording

Our financial results are reported in U.S. dollars. A substantial portion of our operating expenses and other income are denominated in the Australian dollar. During the nine months ended March 31, 2026 and 2025, we managed our exchange rate exposure principally by maintaining foreign currency cash accounts and managing our payments from the most appropriate accounts. From time to time, we may additionally use forward exchange contracts in an effort to manage certain foreign exchange rate exposures when appropriate. There were no foreign exchange contracts used during the nine months ended March 31, 2026 and 2025, respectively. See “Quantitative and Qualitative Disclosures about Market Risk” for more information.

Previous wording

Our revenue decreased during the three months ended December 31, 2025, as compared to the same period ended in 2024, as a result of the milestone payment received from the licensing agreement with Carina Biotech Pty Ltd on October 30, 2024.

Current wording

Our revenue decreased during the three months ended March 31, 2026, as compared to the same period ended in 2025, as a result of the milestone payment received from the Merck Agreement in March 2025.

Previous wording

The $0.5 million decrease in general and administrative expenses during the three months ended December 31, 2025, as compared to the same period ended in 2024, was substantially due to a decrease in headcount costs.

Current wording

The $0.3 million increase in general and administrative expenses during the three months ended March 31, 2026, as compared to the same period ended in 2025, was substantially due to increases in professional services of $0.5 million combined with $0.1 million in amortization expense previously recorded as part of research and development, partially offset by a decrease in headcount costs of $0.2 million and decreases in office expenses and other fees of $0.1 million related to the previously announced entity restructuring.

Previous wording

The net increase in other income of $4.1 million for the three months ended December 31, 2025, as compared to the same period ending in 2024, was primarily due to the fair value adjustment associated with our accompanying warrant liability of $4.5 million, an increase in interest income of $0.2 million, and an increase in research and development incentive awards of $0.2 million, partially offset by an increase in losses associated with foreign currency transactions of $0.8 million.

Current wording

The net increase in other income of $1.5 million for the three months ended March 31, 2026, as compared to the same period ending in 2025, was primarily due to the fair value adjustment associated with our accompanying warrant liability of $1.4 million, an increase in interest income of $0.2 million, and an increase in research and development incentive awards of $0.3 million, partially offset by an increase in losses associated with foreign currency transactions of $0.4 million.

Previous wording

Our revenue decreased during the three months ended December 31, 2025, as compared to the same period ended in 2024, as a result of the milestone payment received from the licensing agreement with Carina Biotech Pty Ltd on October 30, 2024.

Current wording

Our revenue decreased during the nine months ended March 31, 2026, as compared to the same period ended in 2025, as a result of the milestone payment of $15 million received from the Merck Agreement in March 2025 and approximately $0.7 million received from the licensing agreement with Carina Biotech Pty Ltd in October 2024.

Previous wording

General and administrative expenses remained approximately the same during the six months ended December 31, 2025, as compared to the same period ended in 2024. Decreased headcount costs of $0.3 million combined with decreased insurance expenses of $0.1 million were offset by increases in professional services of $0.4 million substantially tied to the pursuit of strategic opportunities for the benefit of Company shareholders.

Current wording

General and administrative expenses remained flat during the nine months ended March 31, 2026, as compared to the same period ended in 2025. Increased professional fees and costs of pursuing strategic opportunities for the benefit of Company shareholders of approximately $0.6 million combined with $0.1 million in amortization expense previously recorded as part of research and development was offset by decreased headcount costs of $0.5 million, decreased office expense of $0.1 million, and decreased insurance expenses of $0.1 million.

Previous wording

The net decrease in other income (loss) of $2.8 million for the six months ended December 31, 2025, as compared to the same period ending in 2024, was primarily due to the fair value adjustment associated with our accompanying warrant liability and contingent consideration of $2.7 million, increase in losses associated with foreign currency transactions of $0.5 million, partially offset by an increase in research and development incentive awards of $0.2 million and increases in interest income of $0.2 million.

Current wording

The net decrease in other income of $1.3 million for the nine months ended March 31, 2026, as compared to the same period ending in 2025, was primarily due to the fair value adjustment associated with our accompanying warrant liability and contingent consideration of $1.2 million, combined with an increase in losses associated with foreign currency transactions of $1.0 million, partially offset by an increase in research and development incentive awards of $0.5 million and increases in interest income of $0.4 million.

Previous wording

We did not have during the six months ended December 31, 2025, nor do we currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Current wording

We did not have during the nine months ended March 31, 2026, nor do we currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Previous wording

We have incurred significant operating losses and negative cash flows from operations since our inception, and we anticipate that we will incur net losses for the next several years. As of December 31, 2025, we had cash and cash equivalents of $22.2 million and an accumulated deficit of $186.4 million.

Current wording

We have incurred significant operating losses and negative cash flows from operations since our inception, and we anticipate that we will incur net losses for the next several years. As of March 31, 2026, we had cash and cash equivalents of $19.4 million and an accumulated deficit of $186.9 million.

Previous wording

The net cash used in operating activities for the six months ended December 31, 2025 and 2024 was approximately $10.2 million and $7.8 million, respectively, and represents a decrease in cash used in operations of approximately $2.4 million during the six months ended December 31, 2025, as compared to the same period ending in 2024. The decrease in cash used in operations is due to an increase in net loss of $5.8 million and changes in the non-cash effect of contingent consideration liability fair value adjustments of $0.2 million, partially offset by the non-cash effect of warrant liability fair value adjustments of $2.9 million, changes in the non-cash effect of foreign currency remeasurement of $0.4 million, increased share-based compensation of $0.2 million, and changes in working capital of $0.1 million.

Current wording

The net cash used in operating activities for the nine months ended March 31, 2026 was approximately $13.6 million as compared to net cash provided by operations for the nine months ended March 31, 2025 of $3.7 million The increase in cash used in operations of approximately $17.2 million is due to an increase in net loss of approximately $17.1 million, changes in the non-cash effect of contingent consideration liability fair value adjustments of $0.2 million, and changes in working capital of $2.0 million, partially offset by the non-cash effect of warrant liability fair value adjustments of $1.5 million, changes in the non-cash effect of foreign currency remeasurement of $0.4 million, and increased share-based compensation of $0.2 million.

Previous wording

There were no transactions categorized as investing activities during either of the six months ended December 31, 2025 and 2024.

Current wording

There were no transactions categorized as investing activities during either of the nine months ended March 31, 2026 and 2025.

Previous wording

Financing activities in the six months ended December 31, 2025 represent issuance of shares, net of associated issue costs, associated with the utilization of our at-the-market ("ATM") facility.

Current wording

Financing activities in the nine months ended March 31, 2026 and 2025 represent issuance of shares, net of associated issue costs, associated with the utilization of our at-the-market ("ATM") facility.

Previous wording

Based upon the Company’s current operating plans, reflective of recent cost curtailments, the Company believes that its existing cash and cash equivalents will be sufficient to continue funding its development activities beyond the third quarter of fiscal year 2027, which is more than twelve months from the date these condensed consolidated financial statements are issued. Consequently, management has determined there is no substantial doubt regarding the Company's ability to continue as a going concern for the twelve-month period from the date these financial statements are issued.

Current wording

Based upon the Company’s current operating plans, reflective of recent cost curtailments, the Company believes that its existing cash and cash equivalents will be sufficient to continue funding its development activities beyond the fourth quarter of fiscal year 2027, which is more than twelve months from the date these condensed consolidated financial statements are issued. Consequently, management has determined there is no substantial doubt regarding the Company's ability to continue as a going concern for the twelve-month period from the date these financial statements are issued.

Previous wording

We do not have any long-term debt or capital lease obligations. We have a current operating lease obligation for our Australian office space, which was terminated and de-recognized for financial statement purposes then re-accrued as a restructuring cost, and a non-current warrant liability which commits us to issuing shares to accompanying warrant holders upon the exercise of their warrants. We also have a continuing obligation to pay the balance of severance owed to Dr. Papapetropoulos in accordance with the terms of his severance contract.

Current wording

We do not have any long-term debt or capital lease obligations. We have a current operating lease obligation for our Australian office space, which expires according to its terms in May 2026 and which has been de-recognized for financial statement purposes then re-accrued as a restructuring cost. In addition, we have a warrant liability which commits us to issuing shares to accompanying warrant holders upon the exercise of their warrant or, in the event of a change in control, to repurchase the warrant from the Holder with an amount of cash equal to the Black Scholes Value of the remaining unexercised warrant on the date of the consummation of the change in control transaction. We also have a continuing obligation to pay the balance of severance owed to Dr. Papapetropoulos in accordance with the terms of his severance contract the balance of which approximates $0.2 million.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Comparison of the six months ended December 31, 2025 and 2024

Previous report — wording carried elsewhere

As part of the restructuring initiative, the Company incurred employee termination costs of approximately $1.4 million, and other restructuring costs of approximately $0.4 million, inclusive of impairment of the right-of-use asset, partially offset by refundable credits on contract terminations of approximately $0.6 million.