Neuphoria Therapeutics Inc.
For the period ended Jun 30, 2026. Filed Sep 18, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Sep 18, 2026
NEUP$2.78+0.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2025-06-30; filed 2025-09-29.
0001193125-25-223338
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2026-06-30; filed 2026-09-18.
0001193125-26-395536
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 102 previous paragraphs and 119 current paragraphs.
67 unchanged; 25 reworded; 24 added; 10 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 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 (24)
Current report
As part of our ongoing strategic review of our operations and portfolio, we are assessing plans for our lead product candidate, BNC210, an oral, proprietary, selective NAM of the α7 receptor, for the chronic treatment of Post-Traumatic Stress Disorder (“PTSD”), which program we have paused to allow for a broader assessment in light of potential strategic transactions, structure and timing.
Current report
Since inception, we have incurred significant operating losses. As of June 30, 2026, the Company had working capital of $20.3 million, an accumulated deficit of $191.8 million, and cash and cash equivalents of $19.9 million. The Company has not generated any product revenues and has not achieved profitable operations. There is no assurance that profitable operations will ever be achieved, and, if achieved, could be sustained on a continuing basis. In addition, development activities, clinical and non-clinical testing, and commercialization of the Company’s products will require significant additional financing.
Current report
The Company became a multi-party participant in the Australian Government-supported Cancer Therapeutics Cooperative Research Centre (“CTx CRC” or "CRC") in 2007. The CRC collaborative arrangement was established to support oncology research, development, and commercialization activities. Approximately seventeen participants contributed cash, personnel, intellectual property, and in-kind resources during the initial phases of CRC’s existence. The Company holds an approximate 4.65% participation interest in CRC.
Current report
Revenue
Current report
The Company evaluates arrangements to determine whether they meet the definition and scope of a collaborative arrangement. Arrangements within the scope of ASC 808 may include components subject to other authoritative accounting guidance, including ASC 606. Transactions with a counterparty that is a customer, in the context of a distinct good or service, are accounted for in accordance with Topic 606. Transactions that are not within the scope of Topic 606 are accounted for in accordance with other applicable authoritative accounting guidance, as appropriate.
Current report
Restructuring Costs
Current report
In October 2025, management committed to a plan to discontinue or pause, in regards to BNC210 in SAD and PTSD, its research and development activities while it sought 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 consolidated financial statements). The write-offs are included in restructuring costs in the consolidated statements of operations and other comprehensive income (loss) for the twelve months ended June 30, 2026.
Current report
Revenue
Current report
There were no research and development (“R&D”) activities being run directly by the Company for any non-BNC210 related product candidates during the strategic review for the quarters ended December 31, 2025, March 31, 2026, and June 30, 2026; however, as previously disclosed, 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 R&D activities completed during the respective reporting periods ended December 31, 2025, March 31, 2026, and June 30, 2026.
Current report
In addition, as also previously disclosed, and in our periodic reports subsequent thereto, in 2014, we entered into a research collaboration and license agreement (as amended, the “2014 Merck 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 R&D activities are ongoing thereunder, we have no immediate knowledge of such activities completed in the respective reporting periods noted herein, other than what has previously been reported.
Current report
Finally, as also previously disclosed, the Company discontinued further development of BNC210 for social anxiety disorder following the results of the AFFIRM-1 trial in October 2025, and we had temporarily paused our R&D activities related to BNC 210 in PTSD while we undertook and explored a strategic transaction. While the pause in R&D activity remains in effect, the Company expects its directly funded research and development activity and expense to remain limited and substantially below the level that would be incurred if clinical development were resumed.
Current report
As noted in Note 20 of the consolidated financial statements included in this Annual Report on Form 10-K, Subsequent Events, on July 24, 2026, the Company announced a proposed Merger with Scancell Holdings plc (“Scancell”). As a result, the Company’s current expectation is that either upon the consummation of the pending strategic transaction with Scancell, or with another life science company or, in the alternative, the failure to consummate a strategic alternative transaction, the Company believes the re-initiation of R&D activities, clinical trials and/or similar activities related to BNC 210 or such other company assets (e.g., the assets of a merger partner) will cause our R&D expenses to increase substantially thereafter.
Current report
Goodwill Impairment
Current report
On July 1, 2026, Merck announced the cancellation of its Alzheimer’s trial of MK-1167. The trial was a Phase 2 study of MK-1167, an α7 nicotinic acetylcholine receptor positive allosteric modulator, as licensed from Neuphoria. Merck stopped its study after an interim analysis indicated the drug did not meet the efficacy criteria required to justify continuing. Management determined that the suspension of the MK-1167 trial by Merck represented an impairment indicator and moved to retain an independent third-party valuation expert to perform a quantitative analysis of the carrying value of our single reporting unit and to measure its recoverability. The results of that analysis concluded an impairment existed at June 30, 2026, primarily due to downward revisions of the expected future cashflows associated with the potential commercialization of Merck's MK-1167. Accordingly, the Company recorded a goodwill impairment charge of approximately $5.4 million at June 30, 2026.
Current report
The $16.4 million increase in net cash provided by financing activities to in the year ended June 30, 2026, as compared to the same period ended 2025, is primarily due to an increase in proceeds from the sale of our common stock under the ATM facility of $16.4 million combined with the collection of a subscription receivable of $0.1 million, partially offset by a year-over-year increase in equity issue costs of approximately $0.1 million.
Current report
Critical Accounting Policies and Estimates
Current report
Significant areas where management applied estimates include:
Current report
Goodwill impairment assessment,
Current report
Assessing the fair value or the accompanying warrant liability, and
Current report
Assessing the fair value of the contingent consideration liability.
Current report
Attributes requiring judgment include, but were not limited to:
Current report
Establishing the probability of success associated with future economic inputs leveraged by the goodwill and contingent consideration calculations,
Current report
Determining the volatility factor supporting the Black-Scholes valuation calculations, and
Current report
Determining the discount rate leveraged by the contingent consideration fair value calculation.
Removed paragraphs (10)
Previous report
We are advancing our lead product candidate, BNC210, an oral, proprietary, selective NAM of the α7 receptor, for the the acute treatment of Social Anxiety Disorder (“SAD”) and chronic treatment of Post-Traumatic Stress Disorder (“PTSD”). There remains a significant unmet medical need for the over 27 million patients in the United States alone suffering from SAD and PTSD.
Previous report
Since inception, we have had significant operating losses. Our net loss after tax was $0.4 million and $15.5 million for the twelve months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, we had an accumulated deficit of $178.3 million and cash and cash equivalents of $14.2 million.
Previous report
Our license revenue reflects revenue earned from customers attributed to our license agreements and the milestone payments earned thereunder.
Previous report
Our research and development activities during the twelve months ended June 30, 2025 and 2024, were principally focused on the advancement of BNC210. The decrease in the fiscal year ended June 30, 2025 of approximately $0.4 million as compared to the fiscal year ended June 30, 2024 was primarily due to decreased expenditures associated with the PTSD ATTUNE program of $3.0 million combined with decreased expenditures for consulting costs of $0.1 million and professional services of $0.1 million, partially offset by increases in costs associated with the SAD PREVAIL program of $2.3 million, combined with an increase in other program spend of $0.1 million and increases in headcount and other costs of $0.2 million.
Previous report
In the fiscal year ended June 30, 2025, approximately 88% of the total 2025 research and development expenses related to the advancement of our BNC210-based programs. Of the 88%, approximately 13% were attributable to PSTD ATTUNE and 75% to SAD Prevail. We do not track labor associated with each program and have allocated headcount costs on a pro rata 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
The $13.6 million decrease in net cash provided by financing activities to $1.5 million in the fiscal year ended June 30, 2025, from $15.1 million provided by financing activities for fiscal year ended June 30, 2024, is primarily due a decrease in proceeds from the sale of our equity instruments. Financing activities in the fiscal year ended June 30, 2025 included gross proceeds of $1.9 million from the sale and issuance of shares partially offset by equity issuance costs of $0.1 million. Financing activities in the fiscal year ended
Previous report
June 30, 2024 included $16.4 million of gross proceeds from the sale and issuance of shares and warrant, partially offset by equity issuance costs of $0.4 million.
Previous report
In May 2024, we entered into a Securities Purchase Agreement with Armistice Capital Master Fund Ltd. pursuant to which the Company agreed to issue and sell in a three-tranche private placement a certain number of restricted ADSs, a pre-funded warrant to purchase ADSs and an accompanying 5-year cash purchase warrant. The first tranche of the private placement closed in June 2024, resulting in aggregate gross proceeds to the Company of $7.5 million.
Previous report
Based upon our current operating plan, we believe that our existing cash and cash equivalents, combined with anticipated financing transactions, will be sufficient to continue funding our development activities through the second quarter of fiscal year 2027. To finance our operations beyond that point we will need to raise additional capital, which cannot be assured. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. We will continue to require additional financing to advance our current product candidates through clinical development, to develop, acquire or in-license other potential product candidates and to fund operations for the foreseeable future. We will continue to seek funds through equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. If we do raise additional capital through public or private equity offerings, the ownership interest of our existing shareholders, will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our shareholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Any failure to raise capital as and when needed could have a negative impact on our financial condition and on our ability to pursue our business plans and strategies. If we are unable to raise capital, we will need to delay, reduce or terminate planned activities to reduce costs.
Previous report
Critical Accounting Policies
Reworded paragraphs (25)
Previous wording
Current pharmacological treatments include certain antidepressants and benzodiazepines, and there have been no new FDA approved therapies in these indications in nearly two decades. These existing treatments have multiple shortcomings, such as a slow onset of action of antidepressants, and significant side effects of both classes of drugs, including abuse liability, addiction potential and withdrawal symptoms. BNC210 has been observed in our clinical trials to have a fast onset of action and clinical activity without the limiting side effects seen with the current standard of care.
Current wording
There remains a significant unmet medical need for the over 9 million patients in the United States alone suffering from PTSD. BNC210 is a first-of-its-kind, well tolerated, broad spectrum anti-anxiety experimental therapeutic, designed to restore neurotransmitter balance in relevant brain areas, providing rapid relief from stress and anxiety symptoms without the common pitfalls of sedation, cognitive impairment, or addiction. Current pharmacological treatments include certain antidepressants and benzodiazepines, and there have been no new FDA approved therapies in these indications in nearly two decades. These existing treatments have multiple shortcomings, such as a slow onset of action of antidepressants, and significant side effects of both classes of drugs, including abuse liability, addiction potential and withdrawal symptoms. BNC210 has been observed in our clinical trials to have a fast onset of action and clinical activity without the limiting side effects seen with the current standard of care.
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 June 30, 2025, our operations have been financed primarily by aggregate net proceeds of $193.0 million from the sale and issuances of our equity, $29.2 million in the form of upfront payments, research funding, and a milestone payment from the 2014 Merck License Agreement, and $67.1 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 June 30, 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 upfront payments, research funding, and a milestone payment from the 2014 Merck License Agreement (the "Merck Agreement"), and $67.9 million from Australian research and development credits and government grants and assistance.
Previous wording
Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our accounts payable and accrued expenses. We expect to continue to incur net losses for the foreseeable future, and we expect our research and development expenses, and our administrative and other expenses will continue to increase. In particular, we expect our expenses to increase as we continue our development of, and seek regulatory approvals for, our product candidates, as well as hire additional personnel, pay fees to outside consultants, lawyers and accountants, and incur other increased costs associated with being a U.S. public company, hiring U.S. personnel and establishing a U.S. infrastructure. In addition, if we seek and obtain regulatory approval to commercialize any product candidate, we will also incur increased expenses in connection with commercialization and marketing of any such product. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials and our expenditure on other research and development activities.
Current wording
Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our accounts payable and accrued expenses. We expect to continue to incur net losses for the foreseeable future.
Previous wording
In accordance with ASC 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these consolidated financial statements are issued. The Company incurred a net loss of $0.4 million for the twelve months ended June 30, 2025 inclusive of the receipt of milestone payments associated with our research collaboration and licensing agreements and incurred a net loss of $15.5 million for the twelve months ended June 30, 2024. The Company also generated $0.1 of cash for operating activities during the twelve months ended June 30, 2025.
Current wording
In accordance with ASC 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these consolidated financial statements are issued. The Company incurred net losses of $13.5 million and $0.4 million for the twelve months ended June 30, 2026 and 2025, respectively. The Company also used $12.4 million of cash in operating activities during the twelve months ended June 30, 2026.
Previous wording
Based upon the Company’s current operating plans, the Company believes that its existing cash and cash equivalents will be sufficient to continue funding its development activities through the second quarter of fiscal year 2027, which is more than twelve months from the date these 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 second quarter of fiscal year 2028, which is more than twelve months from the date these 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
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 2 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 2 clinical trial. Under the agreement, as amended, Neuphoria is 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, plus royalties on net sales of any licensed medicines.
Previous wording
On March 14, 2025, the Company and Merck executed the Fifth Amendment to the Research Collaboration and License Agreement which amended the patent royalty rate set out in the Merck Agreement, such that, conditioned upon achievement of net sales thresholds set forth in the Merck Agreement, as amended, the Company will be paid royalties on net sales ranging from a low single digits percentage to a low sub-teens percentage, depending on net sales volume. There were no other changes in the transaction price during the twelve months ended June 30, 2025.
Current wording
On March 14, 2025, the Company and Merck executed the Fifth Amendment to the Merck Agreement which amended the patent royalty rate set out in the Merck Agreement, such that, conditioned upon achievement of net sales thresholds set forth in the Merck Agreement, as amended, the Company will be paid royalties on net sales ranging from a low single digits percentage to a low sub-teens percentage, depending on net sales volume. There were no other changes in the transaction price during the twelve months ended June 30, 2026.
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 $75.8 in certain development and regulatory milestone payments if Carina advances the development of the therapy to a Phase 3 trial. Carina 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 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 in the Consolidated Statement of Operations and Other Comprehensive Income (Loss) included in this Form 10-K.
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 A$2.0 million and A$3.0 million in certain development and regulatory milestone payments if Carina advances the development of the therapy to a Phase 2 or Phase 3 trial, respectively. Carina 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 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 in the Consolidated Statement of Operations and Other Comprehensive Income (Loss) during the twelve months ended June 30, 2025, included in this Form 10-K.
Previous wording
successful completion of our planned Phase 3 clinical trials in SAD and PTSD.
Current wording
successful completion of our planned Phase 3 clinical trials in PTSD, if reinstated.
Previous wording
We may never succeed in achieving regulatory approval for any of our product candidates. We may obtain unexpected results from our preclinical studies and clinical trials. We may elect to discontinue, delay or modify clinical trials of some product candidates or focus on others. A change in the outcome of any of these factors could mean a significant change in the costs and timing associated with the development of our current and future preclinical and clinical product candidates. For example, if the FDA or another regulatory authority were to require us to conduct clinical trials beyond those that we currently anticipate will be required for the completion of clinical development, or if we experience significant delays in execution of or enrollment in any of our preclinical studies or clinical trials, we could be required to expend significant additional financial resources and time on the completion of preclinical and clinical development.
Current wording
We may never achieve regulatory approval for any of our product candidates. We may obtain unexpected results from our preclinical studies and clinical trials, if reinstated. We may elect to discontinue or modify paused clinical trials of some product candidates or focus on others. A change in the outcome of any of these factors could mean a significant change in the costs and timing associated with the development of our current and future preclinical and clinical product candidates. For example, if the FDA or another regulatory authority were to require us to conduct clinical trials beyond those that we currently anticipate will be required for the completion of clinical development, or if we experience significant delays in execution of or enrollment in any of our preclinical studies or clinical trials, we could be required to expend significant additional financial resources and time on the completion of preclinical and clinical development.
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 as 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 have historically accounted for a significant portion of our operating expenses. Assuming we do not consummate the proposed Merger, or if we do consummate the proposed Merger and our successor continues to conduct research and development activities, we expect our future research and development expenses to increase substantially, including if our paused programs are reinstated. We do not believe that it is possible at this time to accurately project total program-specific expenses through commercialization for any of our paused programs. Numerous factors affect the successful commercialization of any of our product candidates, including future trial design and various regulatory requirements, many of which cannot be determined accurately 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
We expect our general and administration expenses to increase over the next several years to support expanded research and development activities and operating as a U.S. public company, including costs of additional personnel, increased costs related to investor relations activities, director and officer insurance premiums, and increased fees to outside consultants, lawyers, and accountants.
Current wording
Assuming we do not consummate the proposed Merger, or if we do consummate the proposed Merger and our successor continues to conduct research and development activities, we expect our general and administration expenses to increase over the next several years to support research and development activities if our programs are reinstated, in addition to operating as a publicly reporting company, including costs of additional personnel, increased costs related to investor relations activities, director and officer insurance premiums, and increased fees to outside consultants, lawyers, and accountants.
Previous wording
other expenses including facilities costs, legal fees, and insurance.
Current wording
other expenses including legal fees, and insurance.
Previous wording
Our license revenue increased during the twelve months ended June 30, 2025, as compared to the same period ended 2024, primarily due to the $15 million milestone payment received from the Merck Agreement in March 2025.
Current wording
Our revenue decreased during the twelve months ended June 30, 2026, as compared to the same period ended 2025, primarily due to the non-recurring $15.0 million licensing milestone payment received from the Merck Agreement during the twelve months ended June 30, 2025, as compared to the $1.2 million in revenue received from our CTx CRC collaboration agreement during the twelve months ended June 30, 2026.
Previous wording
The decrease in general and administrative expenses in the fiscal year ended June 30, 2025 of $0.7 million as compared to the fiscal year ended June 30, 2024 was due to decreases in headcount-related costs of $0.3 million due to normal fluctuations in staffing levels during the fiscal year ended June 30, 2025 and decreased insurance expense in the current year of $0.5 million, partially offset by increases in administrative costs of $0.2 million.
Current wording
The decrease in general and administrative expenses in the fiscal year ended June 30, 2026 of $0.3 million, as compared to the fiscal year ended June 30, 2025, was due to decreases in headcount-related costs of $1.0 million resulting from the previously announced entity restructuring in October 2025, partially offset by increases in administrative costs of $0.7 million directly related to supporting the upcoming potential strategic event.
Previous wording
The decrease in other income of $2.0 million other income for the fiscal year ended June 30, 2025, as compared to the fiscal year ended June 30, 2024, was primarily due to net changes in the fair value adjustment of our contingent consideration liability and our warrant liability of $2.0 million combined with an increase in the loss realized on foreign currency translation of $0.2 million, partially offset by an increase in the research and development incentive award of $0.2 million.
Current wording
The increase in other income of $2.6 million for the fiscal year ended June 30, 2026, as compared to the fiscal year ended June 30, 2025, was primarily due to net changes in the fair value adjustment of our contingent consideration liability and our warrant liability of $1.7 million combined with an increase in the research and development incentive award of $0.5 million, and an increase in interest income, net of $0.5 million, partially offset by an increase in the loss realized on foreign currency translation of $0.1 million.
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 fiscal years. As of June 30, 2025, we had cash and cash equivalents of $14.2 million and an accumulated deficit of $178.3 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 fiscal years. As of June 30, 2026, we had cash and cash equivalents of $19.9 million and an accumulated deficit of $191.8 million.
Previous wording
The $14.8 million increase in net cash provided by operating activities to $0.1 million in the fiscal year ended June 30, 2025, from $14.7 million used in operating activities for fiscal year ended June 30, 2024, is primarily attributed to a $15.1 million decrease in net loss combined with a favorable $2.6 million change in the fair value adjustment associated with the contingent consideration liability and a favorable $0.3 million effect of foreign currency translation in the year ended June 30, 2025, as compared to the same period in 2024, partially offset by an unfavorable $0.7 million change in year-over year share-based compensation expense, an unfavorable $0.6 million year-over-year change in fair value adjustments associated with the warrant liability, and an unfavorable $1.9 million year-over-year change in working capital.
Current wording
The $12.4 million increase in net cash used in operating activities in the fiscal year ended June 30, 2026, as compared to the same period ended 2025, is primarily attributed to a $13.1 million increase in net loss combined with an unfavorable $0.9 million change in the fair value adjustment associated with the contingent consideration liability and an unfavorable $0.8 million change in the fair value adjustment associated with the warrant liability and an unfavorable $3.5 million year-over-year change in working capital, partially offset by a $5.4 million non-cash goodwill impairment charge, a $0.3 million favorable change in the effect of foreign currency translation, and a $0.2 million increase in share-based compensation expense in the year ended June 30, 2026, as compared to the same period in 2025.
Previous wording
On November 18, 2024, the Company entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (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 shares of common stock (the “Shares”) in an aggregate offering amount up to $11,494,900 under the Sales Agreement. Sales of the Shares under the Sales Agreement may be made from time to time, with the timing and amount of any sales to be determined by Neuphoria based on a variety of factors. Neuphoria may determine to sell some, all, or none of the Shares under the Sales agreement and may terminate the ATM facility at its discretion. Neuphoria, through the Sales Agent, may sell Shares by any lawful method deemed to be an “at-the-market offering” defined by Rule 415(a)(4) under the Securities Act of 1933, as amended. Sales made through the Sales Agreement may be made at market prices prevailing at the time of a sale or at prices related to prevailing market prices. As a result, actual sales prices may vary. Neuphoria currently intends to use the net proceeds from the ATM, together with its existing cash and cash equivalents, to fund its pipeline development and to maintain working capital and for general corporate purposes. During the fiscal year ended June 30, 2025, we issued an aggregate of 349,801 shares of common stock under the ATM facility, receiving gross proceeds in the aggregate amount of approximately $2.1 million. The current ATM program replaces previous ATM program dated May 5, 2023, between the Company and Cantor Fitzgerald & Co., which was terminated by the Company in order to proceed with the new ATM offering with the Sales Agent.
Current wording
On November 18, 2024, the Company entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (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 shares of common stock (the “Shares”) pursuant to the terms of the Sales Agreement. The Company was previously subject to the SEC’s “baby shelf rules” under General Instruction I.B.6 of Form S-3; however, beginning on November 3, 2025, our public float exceeded $75.0 million. Accordingly, and as a result, pursuant to General Instruction I.B.1 of Form S-3, the Company filed a prospectus supplement amendment to increase and fix the size of the continuous ATM offering to $20,000,000. The Company will assess any necessary adjustments to the available amounts which may be sold under the ATM Sales Agreement following the filing of this annual report on Form 10-K, including whether the Company may again be subject to instruction I.B.6 of Form S-3 with respect to the ATM facility. Sales of the Shares under the Sales Agreement may be made from time to time, with the timing and amount of any sales to be determined by Neuphoria based on a variety of factors. Neuphoria may determine to sell some, all, or none of the Shares under the Sales agreement and may terminate the ATM facility at its discretion. Neuphoria, through the Sales Agent, may sell Shares by any lawful method deemed to be an “at-the-market offering” defined by Rule 415(a)(4) under the Securities Act of 1933, as amended. Sales made through the Sales Agreement may be made at market prices prevailing at the time of a sale or at prices related to prevailing market prices. As a result, actual sales prices may vary.
Previous wording
Any product candidates we may develop may never achieve commercialization and we anticipate that we will continue to incur losses for the foreseeable future. We expect that our research and development expenses and our general and administrative expenses will continue to increase. As a result, until such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through a combination of equity offerings, debt financings or other capital sources, including potentially collaborations, licenses and other similar arrangements. Our primary uses of capital are, and we expect will continue to be, compensation and related expenses (including share-based compensation); costs related to third-party clinical research, non-clinical research, manufacturing and development services; costs relating to the build-out of our headquarters and other offices; license payments or milestone obligations that may arise; legal and other regulatory expenses and general overhead costs.
Current wording
Following the completion of the strategic transaction process, including the consummation of the proposed Merger with Scancell, should we or any successor entity determine to continue development of BNC210 in PTSD, or such other potential partnered product candidates which may come to fruition following the strategic review process that we may develop, such product candidates may never achieve commercialization and, as is customary in the biotechnology industry, we anticipate that we would continue to incur losses for the foreseeable future in relation thereto. In such event, we expect that our research and development expenses and our general and administrative expenses will continue to increase in the ordinary course of such matters. As a result, until such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through a combination of equity offerings, debt financings, or other capital sources, as well as existing and potential collaborations, licenses, and other similar arrangements. Assuming continued development of such product candidates, our primary uses of capital are, and we expect will continue to be, compensation and related expenses (including share-based compensation); costs related to third-party clinical research, non-clinical research, manufacturing, and development services; costs relating to the build-out of our headquarters and other offices; license payments or milestone obligations that may arise; legal and other regulatory expenses and general overhead costs.
Previous wording
The Company has projected its operating capital requirements based on its current operating plan, which management believes can be effectively implemented. The operating plan incorporates several assumptions that, while considered probable, may ultimately prove to be incorrect, and the Company may use all available capital resources sooner than expected. The accompanying consolidated financial statements do not include adjustments that might result from the outcome of uncertainties and assumes the Company will continue as a going concern through the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
Current wording
The Company has based projections of operating capital requirements on the current operating plan, which management believes can be effectively implemented. The operating plan incorporates several assumptions that may prove to be incorrect, and the Company may use all available capital resources sooner than the Company expects. The accompanying consolidated financial statements do not include adjustments that might result from the outcome of uncertainties and assumes the Company will continue as a going concern through the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
Previous wording
Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements. Our future capital requirements depend on many factors, including but not limited to:
Current wording
Assuming we do not consummate the proposed Merger with Scancell and our Board determines to continue with the research, development and commercialization of BNC210 in PTSD, or alternatively, assuming we do consummate the proposed Merger with Scancell (the proposed successor entity, which is also in the life science industry) and Scancell determines to continue such research and development activities, in either case -- due to the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements. Our future capital requirements depend on many factors, including but not limited to:
Previous wording
the timing and receipt of proceeds on the exercise of the warrant and share options, if at all exercised;
Current wording
the timing and receipt of proceeds on the exercise of the warrant and stock options, if at all exercised;
Previous wording
We do not have any long-term debt or capital lease obligations. We do have a long-term operating lease obligation for our Australian facility and a non-current warrant liability which commits us to issuing shares to a warrant holders upon the exercise of their common stock warrant.
Current wording
We do not have any long-term debt or capital lease obligations. We do have a non-current warrant liability which commits us to issuing shares to a warrant holder (Armistice, originally issued on June 4, 2024) upon the exercise of their common stock warrant; however, on July 20, 2026, the Company entered into a warrant amendment letter agreement with Armistice, pursuant to which the parties agreed that, if the “Black Scholes Value” (as defined in the Warrant) otherwise payable to Armistice upon exercise of the “Cash-Out Right” (as defined in the Warrant) in connection with the proposed Scancell Merger exceeds $3,500,000, the amount of such excess (the “Excess Amount”) will be payable to Armistice, at its option and in lieu of cash, in the form of Scancell ordinary shares, Scancell ADSs, warrants to purchase Scancell ordinary shares or Scancell ADSs, or a combination thereof (the “Warrant Equity Consideration”). The number of Scancell ordinary shares constituting or underlying the Warrant Equity Consideration will equal the Excess Amount (or the portion thereof paid as Warrant Equity Consideration) divided by the Scancell Per Share Price (as defined in the Merger Agreement), multiplied by 125%. Except as expressly modified by the Warrant Letter Agreement, all other terms and conditions of the Warrant remain unmodified and in full force and effect.
Previous wording
The preparation of audited financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the audited financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. See Note 2 to the audited financial statements included in Item 8 - Financial Statements and Supplementary Data included elsewhere in this document for critical accounting policies as of June 30, 2025.
Current wording
The preparation of audited financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the audited financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Neuphoria currently intends to use the net proceeds from the ATM, together with its existing cash and cash equivalents, to maintain working capital and for general corporate purposes; however, should the proposed Merger with Scancell not be consummated for any reason, the Company’s Board of Directors will assess and update the use of proceeds set forth in an amendment to the prospectus supplement forming part of the registration statement under which shares of Common Stock under the ATM facility may be sold. During the twelve months ended June 30, 2026, we issued an aggregate of 3,398,869 shares of common stock under the ATM facility, receiving gross proceeds in the aggregate amount of approximately $18.5 million. During the twelve months ended June 30, 2025, we issued an aggregate of 349,801 shares of common stock under the ATM facility, receiving gross proceeds in the aggregate amount of approximately $2.1 million.
Current report — wording carried from elsewhere
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 second quarter of fiscal year 2028, which is more than twelve months from the date these 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 consolidated financial statements are issued.
Current report — wording carried from elsewhere
See Note 2 to the audited financial statements included in Item 8 - Financial Statements and Supplementary Data, included elsewhere in this document for critical accounting policies and other areas involving estimates as of June 30, 2026.