Bionomics intends to re-domicile to the U.S.

Bionomics announced its intention to re-domicile from Australia to the U.S. via a proposed scheme of arrangement between Bionomics and its shareholders that will be governed by Australian law. Implementation of the Scheme is subject to approval of Bionomics’ shareholders as well as regulatory and court approvals. Bionomics is an Australian corporation and its ordinary shares, in the form of ADSs, have been trading in the U.S. on Nasdaq since December 2021. Each ADS represents 180 ordinary shares of Bionomics. Should the Scheme be approved by Bionomics shareholders and an Australian court, all shareholders of Bionomics will receive a proportionate number of shares of common stock in Neuphoria Therapeutics, a new parent company that was incorporated in the U.S. State of Delaware for purposes of the re-domiciliation. Effective July 1, Bionomics no longer qualified as a foreign private issuer and, for this and other reasons, Bionomics’ board has approved a plan to re-domicile Bionomics from Australia to Delaware. A re-domiciliation would eliminate significant Australian compliance costs, including avoiding the need to prepare financial statements in accordance with International Financial Reporting Standards as well as U.S. generally accepted accounting principles. Following the implementation of the Scheme, Neuphoria will become the ultimate parent company of the Bionomics group of companies, with Bionomics becoming a wholly-owned subsidiary of Neuphoria. Holders of fully paid ordinary shares in Bionomics will be entitled to receive one share of common stock in Neuphoria for every 1,440 Bionomics Shares held on the Scheme record date; and holders of Bionomics ADSs will be entitled to receive one Neuphoria Share for every 8 ADSs held in Bionomics on the Scheme record date. Holders of Bionomics options and warrants will be asked to exchange those securities for equivalent options and warrants in Neuphoria based on the same exchange ratio as the Scheme ratio. The re-domiciliation is not expected to result in any material change to Bionomics’ assets, management, operations or strategy, and is expected to be structured on a tax-neutral basis to Bionomics and its shareholders. The Board has appointed an independent expert to assess if the Scheme is in the best interests of holders of Bionomics Shares. The Board unanimously recommends that Bionomics shareholders vote in favour of the Scheme. Bionomics shareholders do not need to take any action at this time. Bionomics shareholders will be given the opportunity to vote on the Scheme at the Scheme meeting expected to be held in late November and, subject to the conditions of the Scheme being satisfied, the Scheme is expected to be implemented in early December.