BIONOMICS LIMITEDFI

DEF 14A 1 ea0218389-def14a_bionomics.htm DEFINITIVE PROXY STATEMENT

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Bionomics Limited

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

200 Greenhill Road Eastwood, SA 5063 Australia November 12, 2024

Proposed Re-domiciliation from Australia to Delaware — Your Vote is Very Important

The board of directors of Bionomics Limited, an Australian corporation (“Bionomics”), has approved and declared advisable a re-domiciliation (the “Re-domiciliation”) of Bionomics from Australia to Delaware via a scheme of arrangement (the “Scheme”) under Australian law. Accordingly, Bionomics has entered into a Scheme Implementation Agreement, dated October 1, 2024 (as amended, the “Agreement”), with Neuphoria Therapeutics Inc., a Delaware corporation (“Neuphoria”) that was recently established to effect the re-domiciliation.

Under the terms of the Agreement, Neuphoria will acquire 100% of the outstanding ordinary shares in Bionomics (the “Bionomics Shares”), including Bionomics Shares represented by American Depositary Shares, each of which represents 180 Bionomics Shares (“Bionomics ADSs”). The Agreement is subject to customary closing conditions, including approval of the Scheme by Bionomics shareholders and the Supreme Court of New South Wales or such other Australian court of competent jurisdiction (the “Court”).

If the Scheme is approved by Bionomics shareholders and the Court, then all outstanding Bionomics Shares will be transferred to Neuphoria and the holders of Bionomics Shares as of the record date for the Scheme (the “Record Date” and such holders, the “Scheme Participants”) will receive one share of common stock of Neuphoria (“Neuphoria Share”) for every 2,160 Bionomics Shares owned. Holders of Bionomics ADSs (“ADS Holders”) will receive one Neuphoria Share in exchange for every 12 Bionomics ADSs held as of the record date established by the Depositary, which date is October 25, 2024. Upon completion of the Scheme, Bionomics will become a wholly owned subsidiary of Neuphoria, with Neuphoria becoming the successor issuer of Bionomics. It is anticipated that Neuphoria Shares will trade on Nasdaq under the ticker symbol “NEUP”.

Bionomics is sending you the accompanying proxy statement to ask you to attend a special meeting of Bionomics shareholders (the “Scheme Meeting”), or to vote your shares by proxy, to approve the Re-domiciliation pursuant to the Scheme and as contemplated by the Agreement.

Please note that, prior to July 1, 2024, Bionomics qualified as a “foreign private issuer” (as defined in Rule 405 under the U.S. Securities Act of 1933) and, as a result, was exempt from proxy solicitation requirements under the U.S. Securities Exchange Act of 1934. Since that date, Bionomics must report like a U.S. company while, as an Australian public company, still comply with reporting requirements under the Australian Corporations Act 2001. As a result, shareholders will receive both a proxy statement in compliance with the U.S. Securities Exchange Act and a Scheme Booklet in compliance with the Australian Corporations Act. One reason for the proposed re-domiciliation is to avoid such duplication in the future.

After careful consideration, Bionomics’ board of directors has determined that it is advisable and in the best interests of Bionomics and its shareholders to approve the Re-domiciliation pursuant to the Scheme and recommends that you vote**“FOR”** the resolution approving the Scheme.

The accompanying proxy statement provides you with information about the Agreement, the Scheme and the Scheme Meeting. Bionomics encourages you to read the proxy statement carefully. You may also obtain more information about Bionomics from documents that Bionomics has filed with the Securities and Exchange Commission as described under the section captioned “Where You Can Find More Information” in this proxy statement.

**Your Vote is Important.**The Re-domiciliation cannot be completed unless the resolution to approve the Scheme is approved by the affirmative vote of (i) a majority in number (more than 50%) of Bionomics shareholders who are present and voting at the Scheme Meeting, by person or by proxy, and (ii) at least 75% of the votes cast at the Scheme Meeting. Accordingly, whether or not you plan to attend the Scheme Meeting, Bionomics urges you to submit your proxy vote via the Internet, facsimile or mail as soon as possible to ensure your shares are represented. For additional instructions on attending the Scheme Meeting or voting your shares, please refer to the section titled “Questions and Answers About the Scheme Meeting” in the accompanying proxy statement. Returning the proxy does not deprive you of your right to attend the Scheme Meeting and to vote your shares at the Scheme Meeting.

Sincerely,

/s/ Alan Fisher

Alan Fisher

Chair of the Board of Bionomics Limited

The proxy statement is dated November 12, 2024 and, together with the accompanying proxy card, is first being mailed or otherwise distributed to shareholders of Bionomics on or about November 13, 2024.

**Notice of Meeting of Shareholders

to be held on December 11, 2024 U.S. time

November 12, 2024

To our Shareholders:

Notice is hereby given that a meeting of shareholders (the “Scheme Meeting”) of Bionomics Limited, an Australian corporation (“Bionomics,” “our,” “we” or “us”), will be held as a “virtual meeting” via live audio webcast on 4:30 p.m. New York time on December 11, 2024 (8:30 a.m. Sydney time on December 12, 2024) to consider and vote upon the proposed re-domiciliation of Bionomics from Australia to Delaware via a Scheme of Arrangement under Australian law, as more fully described in the accompanying proxy statement.

Our Board has fixed 5:00 p.m. Sydney time on December 10, 2024 (the “Voting Entitlement Date”) as the date for determination of shareholders entitled to notice and to vote at the Scheme Meeting. Holders of our ordinary shares are entitled to vote at the Scheme Meeting. This notice, the proxy statement and proxy card will be first sent or made available to shareholders on or around November 13, 2024.

Please note that, prior to July 1, 2024, Bionomics qualified as a “foreign private issuer” (as defined in Rule 405 under the U.S. Securities Act of 1933) and, as a result, was exempt from proxy solicitation requirements under the U.S. Securities Exchange Act of 1934. Since that date, Bionomics must report like a U.S. company while, as an Australian public company, still comply with reporting and other requirements under the Australian Corporations Act 2001. As a result, shareholders will receive both a proxy statement in compliance with the U.S. Securities Exchange Act and a Scheme Booklet in compliance with the Australian Corporations Act. Bionomics filed the Scheme Booklet as an exhibit to a Form 8-K with the U.S. Securities and Exchange Commission on November 8, 2024. The Scheme Booklet is incorporated by reference into the proxy statement.

You will be able to attend the Scheme Meeting via live audio webcast by visiting Bionomics’ virtual meeting website at https://meetnow.global/MCKR7AV. Further instructions on how to attend and participate in the Scheme Meeting via the Internet are available at www.computershare.com.au/virtualmeetingguide.

Your vote is important. Whether or not you plan to attend the Scheme Meeting, please vote your shares by promptly completing, signing and returning the enclosed proxy card using the enclosed envelope. You may also vote your shares on the Internet in accordance with the instructions on the proxy card. Any shareholder attending the Scheme Meeting may vote in person, even if you have already returned a proxy card or voting instruction card.

Instructions on the different ways to vote are found on the enclosed proxy card or voting instruction form. Please vote each and every proxy card or voting instruction form you receive. You may revoke your proxy at any time before it is voted at the Scheme Meeting by following the procedures set forth in the accompanying proxy statement or voting instruction form, as applicable.

Holders of Bionomics ADSs as of as the date established by the Depositary and set forth in the notice to be separately delivered by the Depositary, which date the Depositary will use reasonable efforts to make as close as practicable to the Voting Entitlement Date (such date, the “ADS Voting Entitlement Date”), must instruct Citibank, N.A., acting as depositary (“Depositary”), how to vote the number of deposited Bionomics Shares their ADSs represent. See the section captioned “The Scheme Meeting - ADS Holders” in this proxy statement for further details.

Bionomics’ board of directors has determined that it is advisable and in the best interests of Bionomics and its shareholders to consummate the re-domiciliation pursuant to the Scheme and recommends that you vote**“FOR”** the resolution to be considered and voted upon at the Scheme Meeting.

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