NEUP — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-09-18

• Neuphoria Therapeutics Inc. is a Delaware corporation and a clinical-stage biotechnology company. Following the results of our Phase 3 AFFIRM-1 trial and the restructuring actions taken during fiscal 2026, our activities are focused on completing the proposed merger with Scancell Holdings plc ("Scan…

• Our lead product candidate, BNC210, is an oral, proprietary, selective negative allosteric modulator of the alpha7 nicotinic acetylcholine receptor. On October 20, 2025, we announced that AFFIRM-1, our Phase 3 trial of BNC210 for the acute treatment of social anxiety disorder ("SAD"), did not meet i…

• During fiscal 2026, we terminated our facility leases, retained only one full-time employee, and canceled, paused, or deferred, as applicable, our major internal research and development activities, including our preclinical programs; however, we continue to operate the Company in the ordinary cours…

• On July 23, 2026, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Scancell and Scancell Merger Sub, Inc., an indirect wholly owned subsidiary of Scancell ("Merger Sub"). Subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Neu…

• At the effective time of the Merger, if consummated, each outstanding share of our common stock, other than excluded shares, will be converted into the right to receive a number of Scancell American Depositary Shares determined in accordance with the Merger Agreement and one contingent value right (…

Text removed vs the prior filing · source: 10-K · 2025-09-29

• We are a clinical-stage biotechnology company dedicated to developing therapies that address the complex needs of individuals affected by neuropsychiatric disorders. Neuphoria is advancing its lead drug candidate, BNC210, an oral, proprietary, selective negative allosteric modulator of the α7 nicoti…

• Current pharmacological treatments include certain antidepressants and benzodiazepines, and there have been no new Food and Drug Administration ("FDA") approved therapies in these indications in nearly two decades. These existing treatments have multiple shortcomings, such as a slow onset of action …

• In December 2022, we announced the results of the Phase 2 PREVAIL trial for BNC210 for the acute treatment of SAD. While PREVAIL missed its primary endpoint, as measured by the change from baseline to the average of the Subjective Units of Distress Scale (“SUDS”) scores during a 5-minute Public Spea…

• In September 2023, we announced the results of the Phase 2b ATTUNE trial, which was a double-blind, placebo-controlled trial conducted in a total of 34 sites in the United States and the United Kingdom, with 212 enrolled patients, randomized 1:1 to receive either twice daily 900 mg BNC210 as a monot…

• The Company’s expertise in ion channels and approach to developing allosteric modulators have been validated through its strategic partnership with Merck for our α7 receptor positive allosteric modulator ("PAM") program, which targets a receptor that has garnered significant attention for treating c…

Text added vs the prior filing · source: 10-K · 2026-09-18

• The development of biopharmaceutical product candidates is capital intensive. Since our inception, we have used substantial amounts of cash to fund our operations and we expect our expenses to increase in connection with our ongoing activities during the next several years, particularly as we conduc…

• need to make royalty or other payments to our licensors and other third parties. Further, in connection with the termination of our previous research and license agreement with Ironwood Pharmaceuticals, Inc. (“Ironwood”), we are obligated to pay Ironwood a low to mid-single digit royalty on the net …

• We had cash and cash equivalents of $19.9 million as of June 30, 2026. Our operating plans and other demands on our cash resources may change because of factors currently unknown to us, and we may need to seek additional funds sooner than planned through public or private equity or debt financings o…

• 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 Accompanying Warrant) otherwise payable to Armistice upon exercise of the “Cash-Out Right” (as defined in the War…

• From time to time, the global credit and financial markets have experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economi…

Text removed vs the prior filing · source: 10-K · 2025-09-29

• The development of biopharmaceutical product candidates is capital intensive. Since our inception, we have used substantial amounts of cash to fund our operations and we expect our expenses to increase in connection with our ongoing activities during the next several years, particularly as we conduc…

• We had cash and cash equivalents of $14.2 million as of June 30, 2025. Our operating plans and other demands on our cash resources may change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt fi…

• For example, on May 31, 2024, we entered into a Securities Purchase Agreement with a select institutional accredited investor, pursuant to which the Company agreed to issue and sell to the Investor in a three-tranche private placement (the “Private Placement”) of American Depositary Shares (“ADS”) ,…

• would be diverted from the operation of our business, which could seriously harm our financial position. Any adverse determination in litigation could also subject us to significant liabilities.

• From time to time, the global credit and financial markets have experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economi…

Text added vs the prior filing · source: 10-K · 2026-09-18

• 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 …

• 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.

• 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 pro…

• Although the Company has been successful in raising capital in the past, there is no assurance that it will be successful in obtaining such additional financing on terms acceptable to the Company, if at all, nor is it considered probable under the accounting standards. If

• the Company is unable to obtain sufficient funding on acceptable terms, it could be forced to delay, reduce, or eliminate some or all its research and development programs or commercialization activities, which could materially adversely affect its business prospects or its ability to continue opera…

Text removed vs the prior filing · source: 10-K · 2025-09-29

• 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…

• 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.

• 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 ad…

• 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.

• 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 finan…

Text removed vs the prior filing · source: 10-K · 2025-09-29

• Our sensitivity to foreign currency has decreased as of June 30, 2025 due primarily to a decrease in cash and cash equivalents that are denominated in Australian dollars which is a direct result of U.S. fundraising activities and the receipt of milestone revenue denominated in USD.