展示品99.2

バイオノミックス · リミテッド

計画パンフレット

提案買収に関する手配案 Bionomics Limited普通株式は、Nefuloria Treateutics Inc.によって所有される(ACN 075 582 740)。

生物学部役員は一致してあなたに投票することを提案します 独立専門家はこの計画を支持しているが、独立専門家は依然としてこの計画がBionomics株主の最適な利益に合致していると考えている。

これはあなたの緊急注意が必要な重要な文書だ。

この計画のパンフレットをどのように処理するかについて何か質問がありましたら、法律、財務、税務、あるいは他の専門顧問にお問い合わせください。この計画に関連する一般的な問題があれば、月曜日から5日午前8時30分から午後5時(シドニー時間)までBionomics株主情報専用線1300 850 505(オーストラリア国内)または+61 3 9415 4000(オーストラリア国外)に電話してください。

閣下が最近すべてのBionomics株式会社(米国預託株式に代表される株式を含む)を販売したか、またはBionomics株を保有しなくなったように、本計画パンフレットは無視してください

オーストラリア生物学法律顧問		アメリカ生物学法律顧問

重要な通知

このパンフレットの性質

この計画パンフレットは重要です。バイオテクノロジーの株主は この計画についてどのように投票するかを決める前に、この計画パンフレットをよく読んでください。

本計画のパンフレットの目的は説明です 計画、計画を考慮し、実施する方法(例えば、計画のすべての条件に適合するか、または (許可される場合)、決定時にBionomics株主に規定されたまたは他の重要な情報を提供する どのようにその計画に投票するか。本文書は、会社法第412条(1)に要求される関連事項を含む この計画に参加します。

本計画パンフレットは本章で要求された開示文書ではありません 会社法第6 Dまたは第7.9部。会社法第708条(17)には，証券要約は必要ないと規定されている 会社法第5.1部の妥協又は手配に基づいて投資家に開示され、会議で承認される “会社法”第411条または(1 A)条の命令により保有される。

もしあなたがBionomics株をすべて売却した場合(上述したように含む) アメリカ預託株式)は、本計画のパンフレットを気にしないでください。

情報に対する責任

BionomicsはBionomicsを準備する責任がありました 情報です。含まれる生態に関する情報および生態と生態主任の意図，観点と意見 この計画では、パンフレットはBionomicsによって書かれ、Bionomicsによって担当されている。ネフロリアの関連会社は またはそのそれぞれの役員、上級管理職、従業員、またはコンサルタントは任意の生物学的情報を確認しており、誰も仮定していない。 どんな生物学的情報の正確性や完全性にもどんな責任がある。

ネヴトリアは新しいファリア島の準備を一人で担当してきた 情報です。本計画パンフレットには、ネバダに関する資料やネバダの意向、意見、意見が掲載されている。 内フロリアによって準備され、ネフトリアが担当している。生物学や関連機関会社やそれぞれの 取締役、上級管理者、従業員、またはコンサルタントは、内フトリア情報のいずれかを確認しました。彼らは何の責任も負いません。 どんなNeveloria情報の正確性や完全性を保証する。

独立専門家Findex Corporation Finance(Aust)Ltd 独立した専門家の報告書を作成し、その報告書に責任を負う。“生物学”“ネフリヤ”またはそのそれぞれの 関連団体法人又はそのそれぞれの取締役、高級職員、従業員又は顧問は“独立報”に対していかなる責任があるか 専門家が報告する。独立専門家の報告書は添付ファイルAに掲載されている。

スキームの実施

スキームの検討

バイオノミクスに関する情報

Neuphoria の情報

合併グループの概要

リスク要因

課税

詳細はこちら

語彙表

企業名簿

表1付き

付属書 A — 独立専門家報告書

附属書 b — スキーム

付属書 C — Deed Poll

附属書 D — 計画会議の通知

重要な日付と時間

事件.事件

日取り

株式登記簿による代理人書、委任状、法人代表者の任命の受領期限 （

プロキシカットオフ日

2024 年 12 月 17 日火曜日午後 5 時 （ シドニー時間 ）

スキームの実施

2024 年 12 月 24 日火曜日

もし加入を選択したいなら、完成しなければなりません。 選挙用紙に戻します立候補は選択可能で，選挙表を返さなければ参加しないだろう 融資を売却して、あなたは計画対価格としてニューフォリアの株式を獲得します。その基礎は他のすべての生物株主と同じです。 (この計画が発効したとする)。

販売メカニズムへの加入を選択するかどうかの決定と １．３．

その計画に賛成と反対を投票した主な理由

原因は…。 その計画に賛成票を投じる

ü

役員が一致して推薦する

ü

潜在的な戦略パートナーや買収者に対する会社の吸引力を増加させるべき米国の会社構造

ü

アメリカの機関投資家に対する市場化の度合いを高める

ü

以前は非米国会社に投資できなかったより広範な米国投資家グループへの吸引力が増加している

ü

ü

Bionomicsのアメリカ預託証明書計画の下で支払われるべき行政費用を廃止する

1.6節と添付ファイルA

ピーター·デイビスさんを除いてどの生物学の役員も生物学を持っています Bionomics取締役および従業員に発表されたBionomicsに関連する従業員株式計画のオプションに基づいて。生物学学部主任 Bionomicsオプションを持っている人はBionomicsとNeveloriaとオプション交換協定を締結することを要求され、Neveloriaを得るだろう。 合意下のオプションは、任意の他の生物オプション所有者の場合と同様である(かつ同じ条項で)。合意の条項 Bionomicsオプションは、その計画によって影響されるか、またはトリガされるべき帰属条件を含まない。ピーター·デイビスさん、誰が知っていますか？ 生物学的オプションを持たず，これらの手配にもかかわらず生物学的取締役を持つことが適切であると考えられる 案決議について提案された代替案は，生態系の運営と管理における役割，生態系を考慮したものである 株主は彼らの計画決議案に対する意見を理解することを望んでいる。生態系責任者たちも 彼らに計画決議案について提案させます。

問題は

返事をする

更に 情報

なぜあなたはその計画に賛成票を投じることを考えているのですか

この計画に賛成票を投じた理由は多く考えられるが，詳細は本計画パンフレット4.1節に掲載されている

4.1節

なぜこの計画に反対票を投じることを考えることができますか

その計画に反対票を投じる潜在的な理由を考えるかもしれませんが、本計画パンフレットの4.2節を参照されたいと思います

4.2節

この計画に関連した危険は何がありますか？

この計画に関連したリスクは

プランの対価格の価値は不確定である

連邦裁判所に送られた 承認されていないもの

費用が違うかもしれません

そこでも働いています。 計画参加者の税務結果かもしれない。

以下の項目に関連するリスクの詳細開示 計画は10節に示す

また、この計画が承認されて実施されなければ、 あなたはBionomicsの株主として、Bionomicsビジネスの将来の財務業績に参加し、継続します。 オーストラリアの法規に準拠した重複コストを含むBionomicsビジネスに関連する特定のリスクから制限されています アメリカの法律や他の一般的な危険もあります10.4節では，その計画が継続されない場合のリスクについて概説する。

第10条

バイオ ノ ミ クス

（ f ） の

バイオノミックス株主承認

： 株主総会でバイオノミクスの承認を取得しました。

バイオノミクス

バイオノミクス

（g）

スキームの裁判所承認 ：

裁判所は、第 2 回裁判所の日付にスキームを承認する法人法第 411 条 （ 4 ） （ b ） に基づく命令を下します。

両方

バイオノミクス

●

リース負債を経営する

流動負債総額

賃貸負債を経営し，当期分を差し引く

値段が合うかもしれない

繰延税金負債

付随令状の責任

その他非流動負債

負債総額

引受金及び又は有事項(付記17)

株主権益：/ 2024 年 6 月 30 日発行済普通株式 2，38 4，53 9，964 株、 2023 年 6 月 30 日発行済普通株式 1，46 8，73 5，424 株。

追加実収資本

累積その他の包括損失 （ 税抜 ）

赤字を累計する

株主総資本

総負債と株主権益連結営業決算書その他の総合損益以下は、バイオノミクスの連結報告書の概要です。 2024 年 6 月 30 日および 2023 年 6 月 30 日を末日とする年度の営業利益およびその他の総合利益 （ 損失 ） について

バイオノミックス · リミテッド

連結業績計算書その他総合 損益 （ 損失 ）

六月三十日まで

運営費用：

統合現金フロー表

付随保証責任の公正価値の変更

価格の公正価値変動があるかもしれない

外国為替再評価の影響

資産と負債の変動状況：

売掛金、非貿易

前払いの保険料

売掛金費用とその他の流動負債を計算しなければならないリース負債を経営する

繰延税金負債

その他非流動負債

経営活動のための現金純額

資金調達活動のキャッシュフロー：

ADS 株式および ADS 事前資金付きワラントの売却による収益 （ 発行費用を引いた 130万ドル ）

ADS 株式の売却収益 （ 発行コストを差し引いた 110万ドル ）

付随の ADS ワラントの売却収益

資金調達活動による純現金

現金、現金等価物、制限現金の変動に対する為替レートの影響現金、現金等価物および制限現金純増加(マイナス)期初現金、現金等価物、および限定現金

現金、現金等価物、制限された現金、期末

現金の調整、現金 年末の現金制限と同等額現金 · 現金同等物制限現金

現金総額、現金等価物、制限された現金

補足キャッシュフローデータ ：

利子支出に支払われた現金

所得税費用に支払われた現金

スピリドン パパペトロプロス · バン · D

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アラン デヴィッド · フィッシャー

●ペテロ マイルズ · ウィンストン · デイヴィス²

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ジェーン ライアン³

●デイヴィッド イアン · ウィルソン詳細 これらの個人は、セクション 7.6 （ a ） に見ることができます。

スピリドン パパペトロプロス · バン · D代表取締役社長兼最高経営責任者

●

ティム 銅

nningham— 最高財務責任者、財務担当者、秘書

ニューフォリアセキュリティ

数字 認可株式のニューフォリア株式 .

普通株式 3，000 万株を承認します （

つまり発行可能 ） 株式は残っていないNeuphoria 優先株株式300 万株の優先株式が承認されます （

つまり、

発行可能 ） 。

株式は残していない

実施時の Neuphoria のプロフォーマ資本構造 日付は 9.4 節に記載されています。

利益の開示

このスキームに別段の定めがある場合を除く。 小冊子、いいえ ：生物学 オーストラリア以外の国の納税住民の株主です(彼らも住民であるかどうかにかかわらず、あるいは臨時の オーストラリアの住民はその国の法律の下でこの計画の税金結果を考慮しなければならない 滞在権、そしてオーストラリアの法律に基づいて。このような論評はオーストラリア税法だけを扱っている。

この税務概要はオーストラリアに基づいています 所得税、商品及びサービス税及び税法並びに関連法規、裁決又はそのような税法の司法又は行政解釈 本計画日パンフレットです。

オーストラリア住民株主

資本利得税

)イベントA 1は、 所得税目的のための資本収益または損失(任意の提供可能な一時転回減免の制限を受ける)。

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A 資本収益とは，その生態製品の販売から得られる資本収益のことである これらの生物学的株式のコストベースよりも大きい株式

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CGT反転を適用することに依存します 救済は，その生物株式を売却して資本収益を得る生物株主は純額を含むことを要求される 税入利息における当該入利子年度の資本収益(あればある)を評価しなければならない。この点で納税者の資本収益と資本損失は 1年間、Bionomics株および任意の他の関連CGT事件からの収入は、純資本があるかどうかを決定するためにまとめられた。 収益や純資本損失。

いかなる純資本収益も計上される Bionomics株主の課税所得は、所得税を払わなければならないかもしれない。純資本損失は差し引くことができない 所得税のための他の収入は、未来の資本利益を相殺するために繰り越すことができる。Bionomicsの株主が会社であれば 特定の損失規則が適用される。これらの規則は、今年度または以降の収入年度に資本損失を相殺する能力を制限する可能性がある。

エコ株のコストベース Bionomics株主は、通常、Bionomics株式を買収するために支払われた金額と、与えられた任意の財産の時価とを含む。 買収及び処分のいずれかの差し引くことのできない付帯コスト(例えば、仲買費用及び法律費用)を加える。生技株のコストベースを下げる 生物株主の持株比率は計算で異なるにもかかわらず、コストベースに類似した方法で決定されるだろう。 コストベースの存在は関連生物株主の状況に依存する。どこだ？ CGT反転解放圧は選択されていないか、または提供されていない

どこだ？ CGT展示期間の減免を選択していないか、またはBionomics株主が以下の条項に従ってBionomics株を売却することに関連している この計画は以下の場合に適用されるべきである

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♪the the the 受け取った新フォレリア株1株当たりのコストベースの第1要素(すなわち案対価格) 以下の事項について与えられるBionomics株式の時価に等しい額としなければならない 実施日に決定した新フォリア株を買収する。

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♪the the the 新フォリア株式の買収日は実施日となる。この期日は 将来発生するCGT活動にCGT割引を適用することと関連している。 ニューフォリアの株と関係があります。

持っている 新しいフォラドリアの株を売っています

配当をする. ニューフォリアの株について

彼らの新しいフォロリア州から受け取った配当金の総額を含まなければなりません 所得年度に関する課税所得に占めるシェア。

非住民株主

あなたは“オーストラリアの課税財産”ではない。

♪the the the 非住民生物株主とは以前選択されたことです 生物科学技術の株式が停止した時、その資本収益や資本損失を気にしない オーストラリアの税務住民です

ニューフォリア治療会社

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ハミルトン·ロックはオーストラリアの生物学法律顧問を務めています

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Findex企業融資(オーストラリア)株式会社も この計画パンフレットがASICに登録される前に、そのペアが含まれることは取得され、撤回されていない この計画における独立専門家の報告パンフレット、報告の形式と内容、 本計画パンフレットは，その出現形式と背景でこの報告書に資料を提供する。

ネヴァリアも与えてくれました撤回もしませんでした 本計画パンフレットがASICに登録された時間、フォームに新しいフォレヴォリア情報が含まれていることへの書面同意および それに含まれるコンテキスト、および本計画パンフレットにおける新しいフォレヴォリア情報への以下の形式およびコンテキストのすべての参照 彼らが現れた。ハミルトン·ロックも以前に渡したし撤回もしなかった 本計画パンフレットがASICに登録された時間、及び本計画パンフレット第11条に加入することに対する書面同意 この計画が税務に及ぼす影響を要約する。免責声明

以上述べた人は誰もいない 許可あるいは手配はこの計画のパンフレットを発行して、この計画のパンフレット内に何の他の陳述をすることができないと主張します。 上記のような身分でなされた陳述と、その人が同意を示す範囲内で行われた陳述は、上記のとおりである。⁴法律で許容されている最大範囲では 上述の者はいかなる責任も負わず，何の陳述もしないし，何に対してもしない. この計画のパンフレットの一部です。

生物学とニューフォラファリアはそれぞれ 株式登録所や投資家関係コンサルタントは、計画実施中に閣下の個人資料を収集する可能性があります。 個人情報には、Bionomics株主の名前、連絡先、証券が持っている詳細な情報、および Bionomics株主が計画会議で代理人，会社代表，あるいは代理人の者名を委任した。

個人情報を集めるのは この計画を実施する主な目的。生物科学技術株主は個人とそれに関連する他の個人である 上述したように収集された個人情報は、収集されたそれに関連する個人情報にアクセスするいくつかの権利を有する。この種の個人は株主に連絡しなければならない 月曜日から金曜日の午前8時30分から午後5時まで、問い合わせホットライン1300 850 505(オーストラリア国内)または+61 3 9415 4000(オーストラリア国外)です。 (シドニー時間)、もし彼らが個人情報へのアクセスを要求したい場合。バイオテクノロジー社の株主任命 個人がその代表，会社代表又は受託代表者として計画会議で投票する場合は，関連事項を当該個人に通知しなければならない. 以上概説した。株式登録簿の写しを閲覧して取得する権利

Bionomicsの株主にも権利があります 所定額を超えない費用(ある場合)を支払った後、株式登録簿の写しを請求する。

カナダには証券委員会の審査や何もありません この文書やその計画の利点を通じた方法。

EU(オーストリアを除く)

本計画パンフレットは規制された目論見ではありません 欧州連合(EU)欧州議会と欧州連合理事会第2017/1129号(“目論見説明書条例”)。だから、 その計画のパンフレットはなく、EUのどの証券監督管理機関にも登録または承認されないだろう。だから、 この計画のパンフレットはEU内で販売したり交換したりしてはならないし，Neveloria株を売却したり交換したりすることもできない. 株式募集説明書規則に基づいて目論見書を発表する必要がない場合。

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150人以下の他の自然人や法人(フランスを除く)；

ノースカロライナ州シティバンクADS ホルダー

バイオノミクス ADS の保有者です

オーストラリア証券投資委員会。

ASX

ATO の

オーストラリア税務局です

バイオ ノ ミ クス

Bionomics ADS

バイオノミクスボード

世 論 調査 としての 行為

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バイ

ニュー フォ リア セ ラ ピ ュ ティ クス 株式 会社

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お 知らせ 2024 年 10 月 28 日に ニュー サ ウス ウェ ールズ 州 最高 裁判所 の 命令 により 、 憲法 4 11 条 （ 1 ） に 基づ き 、

企業 2001 年 法

Details about the permitted methods of voting are set out in section 3.4 and in the Notice of Scheme Meeting contained in Annexure D of this Scheme Booklet.

Voting on the Scheme Resolution will be conducted by way of a poll.

If you are a Bionomics Shareholder entitled to vote at the Scheme Meeting, you may vote:

Further information on how to vote using each of these methods is contained in the Notice of Scheme Meeting contained in Annexure D to this Scheme Booklet.

The Scheme will not be implemented unless the Scheme Resolution is approved at the Scheme Meeting by the Requisite Majorities.

ADS Holders as at a voting record date set by the ADS Depositary and notified by the ADS Depositary may instruct the ADS Depositary how to vote the number of deposited Bionomics Shares that their Bionomics ADSs represent. The ADS Depositary will notify registered ADS Holders of the Scheme Meeting and will send or make voting materials available to ADS Holders. Those materials will describe the matters to be voted on at the Scheme Meeting and explain how ADS Holders may instruct the ADS Depositary how to vote. ADS Holders that hold Bionomics ADSs through brokers or other securities intermediaries will receive notice and must give their instructions through their securities intermediaries. For instructions to be valid, they must reach the ADS Depositary by a date set by the ADS Depositary. The ADS Depositary will try, as far as practicable, subject to applicable laws and Bionomics’ constitution, to vote or to have its agent vote the deposited Bionomics Shares as instructed by ADS Holders. In any event, the ADS Depositary will not exercise any discretion in voting deposited Bionomics Shares and will only vote as instructed.

Except by instructing the ADS Depositary as described above, ADS Holders will not be able to exercise voting rights directly unless they surrender their Bionomics ADSs, withdraw their underlying Bionomics Shares and arrange to receive those Bionomics Shares into their securities account in Australia (which is a process that typically takes one or two Business Days to complete). If ADS Holders wish to do this, but do not have a securities account in Australia, then they should contact their financial intermediary to make appropriate arrangements to receive the underlying Bionomics Shares before the Record Date.

The Bionomics Board unanimously recommends that Bionomics Shareholders vote in favour of the Scheme.

In making this recommendation, the Bionomics Board has considered the information contained in:

Bionomics Shareholders should seek professional advice on their individual circumstances, as appropriate.

This section summarises the reasons why the Bionomics Board has determined to unanimously recommend that Bionomics Shareholders vote in favour of the Scheme, provided that the Independent Expert continues to conclude that the Scheme is in the best interests of Bionomics Shareholders.

Your Directors unanimously recommend that Shareholders vote in favour of the Scheme subject to the Independent Expert continuing to conclude that the Scheme is in the best interest of Shareholders.

Each Director who holds or controls Bionomics Shares intends to vote those Shares in favour of the Scheme at the Scheme Meeting, subject to the same qualification. The interests of Bionomics Directors are disclosed in section 12.1 of this Scheme Booklet. Bionomics Shareholders should have regard to these interests when considering how to vote on the Scheme Resolution, including the recommendations on the Scheme Resolution which appear throughout this Scheme Booklet.⁶

The Independent Expert, Findex Corporate Finance (Aust) Ltd, has concluded that the Scheme is in the best interest of Shareholders.

In reaching this view, the Independent Expert has concluded that the advantages of the Scheme do outweigh the disadvantages and accordingly the Scheme is in the best interest of the Shareholders. In particular, the Independent Expert considered:

The Independent Expert’s Report is set out in Annexure A and Shareholders are encouraged to read it in full.

The Directors believe that re-domiciling and listing on Nasdaq will enable the Combined Group to align more closely with other prominent US pharmaceutical companies that are listed on Nasdaq. The Directors consider that this alignment can enhance the Combined Group’s visibility and reputation within the industry.

The Directors believe that, with a US parent company, the Combined Group could be more attractive to potential US strategic partners or acquirers.

The Directors believe that re-domiciling to the United States will make the Combined Group more attractive to US institutional investors, who often prefer to invest in US companies. In addition, US institutional investors are likely to prioritise US companies with a clear regulatory pathway and a higher likelihood of FDA approval. This increased investor interest can help provide ongoing capital to continue to fund the Combined Group’s clinical research initiatives, support regulatory submissions, and advance the development of its pharmaceutical products.

The Directors consider that US investors generally prefer investments in common stock of US companies rather than ADSs of non-US companies. As a domestic US company, the Combined Group can offer US investors the opportunity to invest directly in Neuphoria shares of common stock, providing them with their desired ownership structure.

This can attract a broader range of US investors who prefer the transparency, voting rights, and economic benefits associated with holding common stock. By accommodating this preference, the Combined Group aims to enhance investor participation and strengthen its relationship with US shareholders.

Until 1 July 2024, Bionomics qualified as a “foreign private issuer” (as defined in Rule 405 under the US Securities Act of 1933) and, as a result, was able to take advantage of certain reduced disclosure and other requirements as an SEC-registrant with securities listed on Nasdaq. Since that date, Bionomics must report like a US company while, as an Australian public company, still being required to comply with reporting requirements under the Corporations Act. As a result, the regulatory and compliance costs to Bionomics have increased.

A re-domiciliation via the Scheme will eliminate significant Australian compliance costs, including avoiding the need to prepare financial statements in accordance with International Financial Reporting Standards as well as US generally accepted accounting principles.

Under our Depositary Agreement with Citibank N.A., Bionomics has incurred significant costs related to the program through which the ADSs are issued. Such costs would cease upon completion of the re-domiciliation as the depositary program would be terminated. In addition, the Depositary currently charges ADS holders an annual fee of US$0.05 per ADS. This charge and other fees charged to investors by depositary will be eliminated upon completion of the re-domiciliation.

The Directors believe that re-domiciling and listing on Nasdaq will better facilitate the Combined Group’s engagement with the US Food and Drug Administration (FDA) and streamline the regulatory pathway for its pharmaceutical products. Being a US company and operating under a US regulatory jurisdiction may provide the Combined Group with better access to FDA resources, guidance, and expertise, expediting the approval process for its clinical trials and potential product registrations.

Although the Bionomics Board has determined to unanimously recommend that Bionomics Shareholders vote in favour of the Scheme, Bionomics Shareholders should consider the following reasons to potentially vote against the Scheme before making a decision on how to vote.

All of your Directors and the Independent Expert have concluded that the Scheme is in the best interest of Bionomics Shareholders.⁷ These conclusions do not take into account your personal interests and circumstances, and so you may not believe that the Scheme in in your best interest. Alternatively, you may weigh the advantages and disadvantages of the Scheme differently and so reach a different conclusion to the Directors and Independent Expert.

On implementation of the Scheme, Bionomics Shareholders (other than Ineligible Overseas Shareholders or Electing Small Parcel Holders) will become holders of Neuphoria Shares. Neuphoria, as a company incorporated in the State of Delaware, will not be subject to any of the provisions of the Corporations Act (which Bionomics is currently subject to) and instead will be subject to the Delaware General Corporation Law.

The rights of holders of Neuphoria Shares, including those living outside the United States, will be primarily governed by the laws of the United States and the corporate law of the State of Delaware as well as the Neuphoria Charter Documents.

As a result of this, certain Shareholders may decide that they do not wish to become a shareholder of a Delaware domiciled company and would prefer to remain a shareholder of an Australian company.

Currently, Bionomics Shareholders residing in Australia wishing to take action to enforce the provisions of Bionomics’ constitution or the securities laws applicable to Bionomics may take action in Australian courts and applying Australian law. After the implementation of the Scheme, such actions in respect of Neuphoria will be determined in accordance with the laws of the United States and the State of Delaware. An Australian shareholder will be entitled to seek enforcement of applicable laws in the same manner as a shareholder residing in the United States.

A non-exhaustive comparison of the rights of holders of Bionomics Shares (which are also the underlying securities of the ADSs) and the rights of holders of Neuphoria Shares is set out in Schedule 1.

Implementation of the Scheme may have adverse tax implications for you depending on your individual circumstances. Similar to an investment in Bionomics ADSs, an investment in Neuphoria Shares involves US income tax considerations. Following implementation of the Scheme, US and non-US holders of Neuphoria Shares may be subject to US tax and reporting requirements like an investment in shares of other US companies. Please refer to Section 11 for a general overview of certain United States and Australian tax implications of the Scheme.

All Shareholders are advised to seek independent professional advice about their particular circumstances including, for non-Australian Shareholders, the foreign tax consequences.

Under the terms of the Scheme, Bionomics Shareholders on the Share Register as at the Record Date will be issued one Neuphoria Share for every 2,160 Bionomics Shares they hold (rounded to the nearest whole Neuphoria Share). The exact value of this Scheme Consideration that would be realised by individual Bionomics Shareholders will depend on the price at which Neuphoria Shares trade on Nasdaq after the Implementation Date.

In addition, the Sale Agent will be issued the Neuphoria Shares that would otherwise be issued in the name of Ineligible Overseas Shareholders or Electing Small Parcel Holders and will sell them as soon as reasonably practicable after the Implementation Date. Although the quantum of these sales is expected to be limited, it is possible that such sales may exert downward pressure on the share price of Neuphoria Shares during the applicable period. Moreover, the price that may be realised by the sale of these shares will depend on matters including prevailing market conditions and the willingness of buyers to acquire Neuphoria shares.

Neuphoria may be exposed to increased litigation as a Delaware corporation because the corporate legal environment is generally more litigious in the United States compared to Australia.

Shareholders of a Delaware corporation are entitled to commence class action suits on their own behalf and on behalf of any other similarly situated shareholders to enforce an obligation owed to shareholders directly where the requirements for maintaining a class action under Delaware law have been met. There is a risk that any material or costly dispute or litigation could adversely affect the Combined Group’s reputation, financial performance or value.

Bionomics estimates the cost of implementing the re-domiciliation as being approximately A$900,000 (excluding GST). These are one-off costs that have mostly already been incurred by Bionomics. In addition, Citibank, N.A., as depositary for Bionomics’ American Depositary Receipt program, has demanded a significant amount of fees be paid in connection with the re-domiciliation. While Bionomics believes the demand is excessive, there is uncertainty as to how much Bionomics might be required to pay.

Bionomics Shareholders should also consider the following additional considerations in determining how to exercise their vote at the Scheme Meeting:

Even if you vote against the Scheme or do not vote at all, the Scheme may still be implemented if it is approved by the Requisite Majority of Bionomics Shareholders and the Court and all of the other Scheme Conditions to the Scheme are either satisfied or waived. If this occurs:

Implementation of the Scheme is subject to the satisfaction or waiver of a number of Scheme Conditions. If the Scheme Conditions are not satisfied or waived by their Relevant Dates, the Scheme will not proceed (in which case Bionomics Shareholders will not receive the Scheme Consideration or any other amount to which they would be entitled under the Scheme)).

The effect of the Scheme is that all Scheme Participants, including those who vote against the Scheme and those who do not vote, will be deemed to have warranted to Neuphoria (and have authorised Bionomics to warrant to Neuphoria as agent and attorney for the Scheme Participant), that, as at the Implementation Date, their Bionomics Shares are fully paid and free from all encumbrances and that the Scheme Participant has the power to sell their Bionomics Shares to Neuphoria under the Scheme. The terms of the warranties are set out in clause 6 of the Scheme Implementation Agreement and are summarised in section 5.8 of this Scheme Booklet. The Scheme is set out in Annexure B.

You should ensure that these warranties can be given by you prior to, and remain correct as at, the Implementation Date.

If you are a Bionomics Shareholder (other than the Australian custodian for the ADS Depositary) and you are not an Ineligible Overseas Shareholder or Electing Small Parcel Holder and you wish to sell your Neuphoria Shares, you would be required to obtain a brokerage account which allows you to trade US stocks, such as Neuphoria Shares, on Nasdaq. If you do not wish to sell your Neuphoria Shares but wish to simply hold them, you will not need to set up a brokerage account.

ADS Holders could use a broker to trade Neuphoria Shares just as they do currently to trade Bionomics ADSs.

If you are a Bionomics Shareholder, to open a brokerage account for your Neuphoria Shares, you should select a brokerage platform which offers the ability to hold and trade US stocks if you do not have one already. Several Australian brokers (including a number of discount online brokers) offer this ability. While Bionomics cannot provide a specific broker recommendation, the Australian Securities Exchange has a listing of online Australian brokers on its website at https://www.asx.com.au/investors/start-investing/find-a-broker-adviser/full-service-and-online-brokers which you could consider as a starting point to choose a broker who offers the ability to hold and trade US stocks.

The instructions of your selected platform should be followed to open a brokerage account (if you do not already have one), but typically this will involve opening an online account (unless it is a platform associated with your bank, in which case account opening may be simpler), providing your personal and financial information and entering into an agreement for broker services with the provider.

The Scheme is a scheme of arrangement under Part 5.1 of the Corporations Act. A scheme of arrangement is commonly used to give effect to re-domiciliation of a company to an overseas jurisdiction.

The key terms of the Scheme, if approved and implemented, will involve:

This section explains the steps involved in implementing the Scheme (a copy of which is contained in Annexure B).

If the Scheme becomes Effective, Bionomics will become a wholly-owned subsidiary of Neuphoria and will request Nasdaq to have the Bionomics ADSs delisted as soon as possible after the Implementation Date. Neuphoria will be admitted to the official list of Nasdaq and the Neuphoria Shares will be listed on Nasdaq.

On 1 October 2024, Bionomics and Neuphoria entered into the Scheme Implementation Agreement which sets out each of Bionomics and Neuphoria’s rights and obligations in connection with the implementation of the Scheme.

Certain key aspects of the Scheme Implementation Agreement are summarised in this section 5 of this Scheme Booklet. The Scheme Implementation Agreement (excluding annexures) can be accessed on a current report on Form 8-K that was filed with the SEC on 2 October 2024. It may be accessed at the following link: https://www.sec.gov/Archives/edgar/data/1191070/000121390024084175/0001213900-24-084175-index.html

The Scheme Implementation Agreement does not contain provisions regarding the treatment of Small Parcel Holders as described in this Scheme Booklet, although the Scheme of Arrangement does implement those procedures and has the consent of Neuphoria.

On 23 October 2024, Neuphoria executed the Deed Poll in favour of each Scheme Participant, pursuant to which Neuphoria agreed to perform its obligations under the Scheme and to otherwise comply with the Scheme as if Neuphoria was a party to the Scheme.

The key obligation of Neuphoria under the Scheme is to provide the Scheme Consideration to each Scheme Participant subject to satisfaction or waiver of the Scheme Conditions.

A copy of the Deed Poll is set out in Annexure C.

On 8 November 2024, the Court ordered that Bionomics convene a meeting of Bionomics Shareholders to consider and vote on the Scheme. The Court ordered that the Scheme Meeting be held at 8.30am (Sydney time), which is 4.30pm on Thursday 12 December 2024 (New York time).

Instructions on how to attend and vote at the Scheme Meeting are set out in section 3 of this Scheme Booklet and in the Notice of Scheme Meeting in Annexure D.

No endorsement by the Court

The fact that under section 411(1) of the Corporations Act the Court ordered that a meeting of the Bionomics Shareholders be convened by Bionomics to consider and vote on the Scheme does not mean that the Court:

Required majority to pass resolutions

For the Scheme to be implemented, it is necessary that the Requisite Majority of Bionomics Shareholders vote in favour of the resolution to approve the Scheme at the Scheme Meeting.

If the Requisite Majority of Bionomics Shareholders approve the Scheme at the Scheme Meeting, the result of the Scheme Meeting will be announced during the Scheme Meeting.

In order to become Effective, the Scheme (with or without modification) must be approved by an order of the Court at the Second Court Hearing in accordance with section 411(4)(b) of the Corporations Act.

Apply for approval

If the Scheme is approved at the Scheme Meeting by the Requisite Majority, Bionomics intends to apply to the Court for the necessary orders approving the Scheme.

The Court has an overriding discretion whether or not to approve the Scheme under section 411(4)(a)(ii)(A) of the Corporations Act and can, for example, disregard the Headcount Test. Bionomics reserves the right to apply to the Court at the Second Court Hearing to approve the Scheme even if the Headcount Test is not satisfied.

If the Scheme is approved at the Scheme Meeting by the Requisite Majority, but not subsequently approved by the Court at the Second Court Hearing, then the Scheme will not proceed.

Opposing the Scheme

Each Bionomics Shareholder has the right to seek leave to appear at Court at the Second Court Hearing and be heard in respect of the Scheme.

The Second Court Hearing is scheduled to be held at 3.00pm on Monday 16 December 2024 in the Supreme Court of New South Wales. Information on attending the Second Court Hearing will be released on Bionomics’ website if the Scheme is approved by Bionomics Shareholders at the Scheme Meeting.

If you want to object to approval of the Scheme by the Court at the Second Court Hearing, you must file with the Court and serve on Bionomics a notice of appearance in the prescribed form together with any affidavit that you propose to rely on at the hearing.

The notice of appearance and affidavit must be served on Bionomics at its address for service at least three days before the Second Court Hearing. The postal address for service is 200 Greenhill Road, Eastwood SA 5063, Australia.

Determination of entitlement to Scheme Consideration

Bionomics Shareholders (other than Excluded Shareholders, Ineligible Overseas Shareholders and Electing Small Parcel Holders) will be entitled to receive the Scheme Consideration under the Scheme if they are registered as holders of Bionomics Shares on the Record Date.

The Record Date is currently proposed to be 5.00pm (Sydney time) on Tuesday 17 December 2024.

In this Scheme Booklet, Bionomics Shareholders as at the Record Date (other than Excluded Shareholders) are referred to as ‘Scheme Participants’.

From the Record Date (and other than for Neuphoria following the Implementation Date), the Share Register will close for transfers and all holding statements for Bionomics Shares (other than holding statements in favour of Neuphoria) will cease to have effect as documents of title. Each entry on the Share Register on the Record Date will cease to have any effect other than as evidence of entitlement to the Scheme Consideration.

If the Court approves the Scheme at the Second Court Hearing, Bionomics will (pursuant to section 411(10) of the Corporations Act) lodge with ASIC the office copy of the Court order approving the Scheme. Bionomics intends to lodge the office copy of the Court order with ASIC on the Effective Date, which is expected to be Monday 16 December 2024.

If the Scheme Conditions are satisfied or waived, the Scheme will legally come into effect on the Effective Date.

If the Scheme has not become Effective or the relevant Scheme Conditions have not been satisfied or waived by 31 January 2025 or such later date as Bionomics and Neuphoria agree in writing (being the End Date), the Scheme will lapse and be of no further force or effect.

The Implementation Date of the Scheme is the date which is 5 Business Days after the Record Date or such other date as agreed by Bionomics and Neuphoria. The Implementation Date is currently proposed to be Tuesday 24 December 2024.

If the Scheme becomes Effective, on the Implementation Date:

More information about the provision of the Scheme Consideration on the Implementation Date is set out in section 6.3 of this Scheme Booklet.

If the Scheme becomes Effective, Neuphoria will apply to Nasdaq to list its shares, with effect from the close of trading on the Effective Date.

Neuphoria will seek confirmation from the Nasdaq that, from the Business Day after the Effective Date (or any later date as Nasdaq requires), the Neuphoria Shares will be listed for quotation on the official list of Nasdaq. Neuphoria has requested that Nasdaq grant approval for use of the Nasdaq ticker symbol “NEUP”.

The Neuphoria Shares are expected to commence trading promptly after Implementation Date.

The exact number of Neuphoria Shares to be issued to each Scheme Participant (other than Ineligible Overseas Shareholders and Electing Small Parcel Holders) will not be known until after the Record Date and will not be confirmed to each relevant Scheme Participant until they receive their holding statements following the Implementation Date. It is the responsibility of each relevant Scheme Participant to confirm their holdings of Neuphoria Shares (as applicable) before they trade them, to avoid the risk of committing to sell more than will be issued to them.

Except for tax file numbers and except as prohibited by law, all instructions, notifications or elections by each Bionomics Shareholder to Bionomics that are binding or deemed binding between the Bionomics Shareholder and Bionomics, relating to Bionomics, Bionomics Shares, including instructions, notifications or elections relating to the receipt of notices or other communications from Bionomics (including by email) will be deemed from the Implementation Date (except to the extent determined otherwise by Neuphoria in its sole discretion) to be made by the Scheme Participant to Neuphoria, and to be a binding instruction, notification or election to, and accepted by Neuphoria in respect of any Neuphoria Shares provided to that Scheme Participant until and unless that instruction, notification or election is revoked or amended in writing addressed to Neuphoria or its agent (including the share registry).

The Scheme will not proceed unless all the Scheme Conditions are satisfied or waived (if capable of being waived) in accordance with the Scheme Implementation Agreement or Scheme (as applicable).

The Scheme Conditions are set out in clause 3.1 of the Scheme Implementation Agreement and clause 3.1 of the Scheme.

The Scheme Conditions are summarised below. Capitalised terms in the table below are defined in the Scheme Implementation Agreement.

As at the date of this Scheme Booklet, neither Bionomics nor Neuphoria is aware of any circumstances which would cause any Scheme Conditions not to be satisfied or any termination right to be enlivened.

A statement about the status of Scheme Conditions will be made at the commencement of the Scheme Meeting.

If the Scheme does not proceed, Bionomics Shareholders will continue to hold Bionomics Shares and will not receive the Scheme Consideration.

Bionomics will be liable to pay certain transaction costs relating to the Scheme regardless of whether the Scheme proceeds. If the Scheme is implemented, additional costs will be incurred.

The circumstances in which the Scheme Implementation Agreement can be terminated are set out in full in clause 10 of the Scheme Implementation Agreement.

Below is a summary of the termination rights of the parties under the Scheme Implementation Agreement:

Under the Scheme Implementation Agreement, Bionomics and Neuphoria each provide a range of representations and warranties to the other in relation to their respective organisations and operations as well as their provision of information to the other in the context of the Proposed Transaction. Clause 9 of the Scheme Implementation Agreement contains these warranties and representations.

The effect of the Scheme is that each Scheme Participant, including those who vote against the Scheme and those who do not vote, will be deemed to have warranted to Neuphoria (and to have authorised Bionomics to warrant to Neuphoria as agent and attorney for the Scheme Participant) that:

The Scheme is set out in Annexure B.

If you are an Ineligible Overseas Shareholder or an Electing Small Parcel Holder, the entire Scheme Consideration that would otherwise have been issued to you will be issued to the Sale Agent, as your nominee on trust, for sale through the Sale Facility and you will be paid a pro rata share of the net proceeds from the sale of all Scheme Consideration sold through the Sale Facility. Ineligible Overseas Shareholders and Electing Small Parcel Holders will be paid the proceeds of sale. Bionomics will pay all brokerage and related costs, levies or fees associated with the sale of Neuphoria Shares through the Sale Facility on behalf of Ineligible Overseas Shareholders and Electing Small Parcel Holders.

The Sale Agent will sell the Neuphoria Shares in such manner, at such price and on such other terms as the Sale Agent determines in good faith.

The Sale Facility will operate as follows:

Each Ineligible Overseas Shareholder and each Electing Small Parcel Holder will be paid their pro rata share of the net sale proceeds on an averaged basis so that all Ineligible Overseas Shareholders and Electing Small Parcel Holders will be paid the same price per Neuphoria Share (subject to rounding down to the nearest whole cent) in Australian dollars or New Zealand dollars (as applicable), after conversion from US dollars.

The actual price received by an Ineligible Overseas Shareholder or an Electing Small Parcel Holder for their Neuphoria Shares that are sold under the Sale Facility may be more or less than the actual price that is received by the Sale Agent for those Neuphoria Shares. Ineligible Overseas Shareholders and Electing Small Parcel Holders will be paid (in their pro rata proportions) the proceeds of the sale of their Neuphoria Shares as soon as practicable after implementation of the Scheme, by either:

Payment of the proceeds to each Ineligible Overseas Shareholder or each Electing Small Parcel Holder (in their pro rata proportions) in the manner set out above satisfies in full Neuphoria’s obligations to the Ineligible Overseas Shareholder or the Electing Small Parcel Holder under the Scheme in respect of the Scheme Consideration.

For Ineligible Overseas Shareholder or each Electing Small Parcel Holder with a registered address in New Zealand who have not provided their bank account details, their payment will be withheld pending receipt of their valid bank account details or dealt with in accordance with applicable unclaimed money legislation.

If an Ineligible Overseas Shareholder or an Electing Small Parcel Holder wishes to verify and/or update their bank account details, they can do this online at www.investorcentre.com/au or by contacting the share registry prior to the Record Date. If the Ineligible Overseas Shareholder or the Electing Small Parcel Holder has already registered, they can log in using their User ID and password. If the Ineligible Overseas Shareholder or an Electing Small Parcel Holder is not a member, they will need their Securityholder Reference Number to register. The new user registration process requires an account verification code to be mailed to the Shareholder’s registered address as an additional layer of security to protect their security holding. Ineligible Overseas Shareholders and Electing Small Parcel Holders should allow sufficient time for delivery of the verification code so that they can update their bank account details before the Record Date.

This section provides information regarding the Scheme Consideration that is relevant for Bionomics Shareholders.

Pursuant to the Scheme:

Such a consolidation of share capital is considered appropriate following advice from two investment banks concerning an appropriate pricing model for an ambitious and emerging biotechnology research and development company. If the company were to apply the ratio proposed above to its current share price, the estimated Nasdaq share price would be approximately US$2.40 per share as of the Last Practicable Date. Furthermore, any reorganisation of capital does not affect the value of the company nor shareholder position.

See section 8.6 for a detailed description of the rights attaching to Neuphoria Shares. See also Schedule 1 for a comparison of the Australian and US legal regimes regarding rights of holders of Bionomics Shares and Neuphoria Shares (respectively), which will be relevant to your consideration as to whether to vote in favour of the Scheme.

Holders of Bionomics Options and Bionomics Warrants will be asked to exchange those convertible securities for equivalent options and warrants in Neuphoria based on the same exchange ratio as the Scheme ratio.

The adjustments for all Bionomics Warrants and Bionomics Options which are exchanged into Neuphoria Warrants or Neuphoria Options (respectively) will be the standard adjustment on a consolidation, which is to reduce the number of warrants or options by a factor of 2,160 (in the case of options over shares) or 12 (in the case of warrants over ADSs), and to increase the exercise price of the warrant or option in the inverse of that same ratio. The same rounding rules that apply to fractional shares in the Scheme will apply to the Neuphoria Options and Neuphoria Warrants issued.

Scheme Participants, being Bionomics Shareholders whose names appear on the Share Register as at the Record Date (5.00pm (Sydney time) on Tuesday 17 December 2024) (other than Ineligible Overseas Shareholders and Electing Small Parcel Holders), will be entitled to receive the Scheme Consideration under the Scheme.

The Scheme does not preclude you from selling your Bionomics ADSs on market for cash, if you wish, provided you do so before close of trading on Nasdaq on the Implementation Date (currently expected to be Tuesday 24 December 2024).

If you sell your Bionomics ADSs on market for cash, as referred to above, you:

Dealings on or prior to the Record Date

For the purpose of establishing the persons who are entitled to participate in the Scheme, dealings in Bionomics Shares will only be recognised if:

Bionomics will not accept for registration or recognise any transfer or transmission application received after such times or received before such times but not in registrable or actionable form.

Dealings after the Record Date

For the purpose of determining entitlements to Scheme Consideration, Bionomics will maintain the Share Register in accordance with the terms of the Scheme and the Share Register in this form will solely determine entitlements to the Scheme Consideration.

As from the Record Date (other than for Neuphoria after the Implementation Date), each entry current on the Share Register will cease to have effect except as evidence of entitlement to the Scheme Consideration in respect of the Bionomics Shares relating to that entry.

All statements of holding in respect of Bionomics Shares will cease to have effect after the Record Date as documents of title in respect of those shares (other than statements of holdings in favour of Neuphoria).

Neuphoria has entered into the Deed Poll under which Neuphoria covenants in favour of Scheme Participants to provide the Scheme Consideration in accordance with the Scheme.

If the Scheme becomes Effective, Neuphoria must issue the Neuphoria Shares (as applicable) to each Scheme Participant entitled to receive the Scheme Consideration under the Scheme. Neuphoria must enter the name of the Scheme Participant in Neuphoria’s register of Shareholders as the holder of those Neuphoria Shares on the Implementation Date.

Any entitlements to a fraction of a Neuphoria Share arising under the calculation of Scheme Consideration will be rounded up or down to the nearest Neuphoria Share (and if the fractional entitlement would include one-half of a Neuphoria Shares, the entitlement will be rounded up).

If rounding would result in a Bionomics Shareholder receiving zero Neuphoria Shares, their entitlement will be rounded up to one Neuphoria Share.

As part of the Scheme, Small Parcel Holders will by default receive Neuphoria Shares on the same basis as all other Scheme Participants unless they opt in to participate in the Sale Facility (becoming an Electing Small Parcel Holder), in which case they will be paid a pro rata share of the proceeds of sale of those Neuphoria Shares.

Each Small Parcel Holder will be entitled to elect to participate in the Sale Facility by completing the Election Form and returning it in accordance with the instructions on the Election Form so that it is received by the Share Registry by 5:00 pm on Friday, 13 December 2024. An election under this clause 6.5 must be made in accordance with the terms and conditions on the Election Form.

Small Parcel Holders who have submitted an Election Form and then wish to withdraw their election and to not participate in the Sale Facility can do so by requesting a Small Parcel Holder Election Withdrawal Form from the Shareholder Information Line and completing and returning the Small Parcel Holder Election Withdrawal Form in accordance with the instructions on that form, such that it is received by the Share Registry by 5:00 pm on Friday, 13 December 2024.

Small Parcel Holders can only make an election in relation to all (and not only some) of the Scheme Shares held by them. If a Shareholder holds one or more parcels of Bionomics Shares as trustee or nominee for, or otherwise on account of, another person, that Shareholder may not make separate elections in respect of each of those parcels. In order to make separate elections, the trustee or nominee must first establish distinct holdings on the Share Register in respect of each parcel of Bionomics Shares and must make a separate election (using a separate Small Parcel Holder Election Form) in respect of each such parcel of Bionomics Shares. However, the trustee or nominee may not accept instructions from an underlying beneficiary to make an election unless it is in respect of all parcels of Bionomics Shares held by the trustee or nominee on behalf of that beneficiary, and the underlying beneficiary has confirmed to the trustee or nominee that its aggregated beneficial and legal holding of Bionomic Share is fewer than 200,000 Bionomics Shares as of the Record Date.

Ineligible Overseas Shareholders and Electing Small Parcel Holders will participate in the Scheme on the same basis as all other Scheme Participants. However, Ineligible Overseas Shareholders and Electing Small Parcel Holders will not receive the Neuphoria Shares to which they would otherwise be entitled under the Scheme. Instead, the Neuphoria Shares that Ineligible Overseas Shareholders and Electing Small Parcel Holders would otherwise be entitled to will be issued to the Sale Agent who will sell them on Nasdaq as soon as reasonably practicable and in any event no more than eight weeks after the Implementation Date, at such market price on Nasdaq at the time of sale. Refer to Section 5.9 for more information about the Sale Facility.

A general guide to the Australian and US consequences for Scheme Participants is set out in section 11 of this Scheme Booklet. This guide is not intended to provide specific tax advice in respect of the individual circumstances of any Scheme Participants, who should obtain their own independent professional tax advice.

The information set out in this section was prepared by Bionomics, which is responsible for the information contained in this section.

Bionomics is an Australian corporation registered in South Australia and its ordinary shares, in the form of American Depositary Shares (“ADSs”), have been trading in the United States since listing on the Nasdaq Global Market in December 2021. Each ADS represents 180 ordinary shares of Bionomics. Bionomics has approximately 3,500 shareholders and 500 ADS holders.

Bionomics is a clinical-stage biopharmaceutical company developing novel, allosteric ion channel modulators designed to transform the lives of patients suffering from serious central nervous system (“CNS”) disorders with high unmet medical need. Ion channels serve as important mediators of physiological function in the CNS and the modulation of ion channels influences neurotransmission that leads to downstream signaling in the brain. The α7 nicotinic acetylcholine (“ACh”) receptor (“α7 receptor”) is an ion channel that plays an important role in driving emotional responses and cognitive performance. Utilizing our expertise in ion channel biology and translational medicine, we are developing orally active small molecule negative allosteric modulators (“NAMs”) to treat anxiety and stressor-related disorders. In addition, through a long-standing strategic partnership with Merck & Co., Inc., in the United States and Canada (“MSD”), we are also developing positive allosteric modulators (“PAMs”) of the α7 receptor to treat cognitive dysfunction. Bionomics’ pipeline also includes preclinical assets that target Kv3.1/3.2 and Nav1.7/1.8 ion channels being developed for CNS conditions of high unmet need. 

We are advancing our lead product candidate, BNC210, an oral, proprietary, selective NAM of the α7 receptor, for the chronic treatment of Post-Traumatic Stress Disorder (“PTSD”) and the acute treatment of Social Anxiety Disorder (“SAD”). There remains a significant unmet medical need for the over 27 million patients in the United States alone suffering from SAD and PTSD.

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.

In September 2023, we announced the results of the Phase 2b ATTUNE study, 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 monotherapy (n=106) or placebo (n=106) for 12 weeks. The trial met its primary endpoint of change in Clinician-Administered PTSD Scale for DSM-5 (“CAPS-5”) total symptom severity score from baseline to Week 12 (p=0.048). A statistically significant change in CAPS-5 score was also observed at Week 4 (p=0.016) and at Week 8 (p=0.015). Treatment with BNC210 also showed statistically significant improvement both in clinician-administered and patient self-reporting in two of the secondary endpoints of the trial. Specifically, BNC210 led to significant improvements at Week 12 in depressive symptoms (p=0.041) and sleep (p=0.039) as measured by Montgomery-Åsberg Depression Rating Scale (“MADRS”) and Insomnia Severity Index (ISI), respectively. BNC210 also showed signals and trends across visits in the other secondary endpoints including the clinician and patient global impression - symptom severity (“CGI-S”, “PGI-S”, respectively) and the Sheehan Disability Scale (“SDS”). In July 2024, we announced a positive outcome of an End-of-Phase 2 meeting with FDA that provides a potential path to New Drug Application (“NDA”) submission for BNC210 for PTSD that alongside the positive Phase 2b ATTUNE trial includes a single additional Phase 3 trial. This Phase 3 trial will evaluate two dose levels of BNC210 in a 12-week randomized, double-blind, placebo-controlled trial with a 52-week open-label extension. Start-up activities for a planned Phase 3 trial of BNC210 in PTSD are underway. We plan to initiate the Phase 3 trial in PTSD in the second half of 2025, contingent upon having sufficient capital on hand. Although the FDA has denied our initial Breakthrough Therapy designation application, we are considering a rebuttal in the future. The approval process for the BNC210 PTSD program is not expected to be impeded, as we have already received Fast-Track designation for both the PTSD and SAD programs.

We have completed our Phase 2 PREVAIL trial for BNC210 for the acute treatment of SAD. While PREVAIL narrowly 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 Speaking Challenge in the BNC210-treated patients when compared to placebo, the December 2022 topline data readout revealed encouraging trends in the prespecified endpoints. The findings did indicate a consistent trend toward improvements across primary and secondary endpoints and a favorable safety and tolerability profile consistent with previously reported results. These results supported a post-hoc in-depth analysis of the full dataset to better understand the potential of the drug and guide late-stage trial design. In October 2023, we announced a positive outcome of an End-of-Phase 2 meeting with FDA that enables advancement of BNC210 into Phase 3 studies in SAD. Start-up activities for a planned Phase 3 trial of BNC210 in SAD are underway. In July 2024, we announced the initiation of patient screening for the Phase 3 AFFIRM-1 trial evaluating the safety and efficacy of BNC210 for the acute, as-needed treatment of SAD. AFFIRM-1 targets enrollment of 330 adult patients with SAD at clinical sites in the United States. It is a multi-center, double-blind, two-arm, parallel group, placebo-controlled trial. Participants will be randomized 1:1 to receive a single dose of 225 mg BNC210 or matched placebo about one hour before speaking in public. The primary endpoint will compare BNC210 to placebo using the SUDS to measure self-reported anxiety levels during a public speaking task. Secondary efficacy endpoints include the Clinical and Patient Global Impression (“CGI” and “PGI”, respectively) scales and the State-Trait Anxiety Inventory (“STAI”). Topline results from the AFFIRM-1 trial are expected in the third quarter of 2025.

The Company’s expertise in ion channels and approach to developing allosteric modulators have been validated through its strategic partnership with MSD for our α7 receptor PAM program, which targets a receptor that has garnered significant attention for treating cognitive deficits. This partnership enables Bionomics to maximize the value of its ion channel and chemistry platforms and develop transformative medicines for patients suffering from cognitive disorders such as Alzheimer’s disease.

Below is a summary of our non-partnered BNC210 CNS pipeline, which shows the current status and expected topline data:

Below is a summary of the status of the programs under our collaboration relationships:

Below is a summary of the status of the programs under our preclinical programs:

For further information about Bionomics’ business, see Item 1 (Business) to its 2024 annual report on Form 10-K that was filed with the SEC on 30 September 2024. It may be accessed on Bionomics’ website (https://ir.bionomics.com.au/financials-filings/sec-filings) and the SEC’s website (www.sec.gov).

Bionomics Inc., incorporated in Delaware, is a fully owned subsidiary of Bionomics Limited. Bionomics Limited has no other subsidiaries.

This section provides details of the Bionomics Directors and key management personnel of Bionomics as at the date of this Scheme Booklet.

Spyridon Papapetropoulos

Spyridon Papapetropoulos, M.D. has served as our President and Chief Executive Officer since January 2023. Dr. Papapetropoulos is an experienced biopharmaceutical executive, a recognized neuroscientist/neurologist, and change agent with a 25-year career focused on CNS disorders. He has held various positions of increasing responsibility at CNS-focused start-up/small, medium specialty and large biopharma companies. Since 2020, he was the Chief Medical Officer of Vigil Neuroscience Inc, a Nasdaq-listed biopharmaceutical company developing a pipeline of neuroimmune targeted therapeutics for the treatment of neurodegenerative disorders. Prior to joining Vigil, he served as Chief Development Officer, and SVP, Head of Development at Acadia Pharmaceuticals Inc., CEO at SwanBio Therapeutics, and EVP of Research & Development and Chief Medical Officer at Cavion. Before Cavion, he held senior/executive positions at Biogen Inc., Allergan plc, Pfizer Inc., and Teva Pharmaceuticals Inc. Dr. Papapetropoulos has filed multiple INDs and has overseen a broad spectrum of CNS biopharmaceutical development programs (small molecules, biologics, gene therapy), leading to successful regulatory filings (>20 INDs and multiple NDAs/BLAs) and new product launches worldwide. Dr. Papapetropoulos received his MD and PhD in Greece from the University of Patras, School of Medicine and before joining the biopharmaceutical industry served as faculty at the Department of Neurology of the University of Miami, School of Medicine.

David Ian Wilson

David Wilson has served as a member of our board of directors since June 2016. He has served as the Chairman and CEO of WG Partners LLP, an investment banking boutique advising life sciences companies on corporate finance, mergers and acquisitions, and capital raising, since November 2011. Prior to WG Partners LLP, Mr. Wilson worked at Piper Jaffray in various roles from 2001 to 2011, including CEO of European Operations, Chairman of the Global Healthcare Team and a Member of the Global Operating Board. He was also a Managing Director of ING Investment Banking from 1999 to 2001 and the Head of Small Companies Corporate Finance at Deutsche Bank from 1998 to 1999. He is currently on the board of directors of several privately held companies, including CS Pharmaceuticals Limited, a pharmaceutical company based in the United Kingdom, since July 2021. Mr. Wilson received his Bachelors degree from the University of Cambridge. Mr. Wilson’s experience in corporate finance and capital raising in the healthcare industry contributed to our board of directors’ conclusion that he should serve as a director of our company.

Alan David Fisher

Alan Fisher, a member of the Board since September 2016 was appointed Non-Executive Chair of the Board, effective from July 2023. He is also Chair of the Audit and Risk Management Committee and a member of the Nomination and Remuneration Committee. Mr. Fisher has served as the Managing Director of Fisher Corporate Advisory Pty Ltd since 1997, where he advises public and private companies on mergers and acquisitions, public and private equity raisings, business restructuring and strategic advice. He currently serves on the board of ASX-listed investment company Thorney Technologies Limited (Non-Executive Director – Chair of Audit and Risk Management Committee), since 2016. Mr. Fisher served as a Corporate Finance Partner of Coopers & Lybrand from 1985 to 1997. Mr. Fisher received his B.Com., Accounting from the University of Melbourne, Australia and is a Fellow of the Australian and New Zealand Institute of Chartered Accountants. Mr. Fisher’s experience as a biopharmaceutical board member and with financing and related transactions across industries contributed to our board of directors’ conclusion that he should serve as a director of our company.

Jane Ryan

Jane Ryan, Ph.D. has served as a member of our board of directors since October 2020. Dr. Ryan is a member of the Audit and Risk Management Committee and Chair of the Nomination and Remuneration Committee. Since January 2014, Dr. Ryan has provided executive level advisory services to biotechnology companies in connection with capital raising, business development, and mergers and acquisitions. Dr. Ryan currently serves as a non-executive director of Viral Vector Manufacturing Facility Pty Ltd. She previously served as commercial and product development advisor to BCAL Diagnostics, a cancer diagnostics company listed on the ASX. From 2014 to 2017, Dr. Ryan served as the CEO of Sementis Ltd., a public company (unlisted) developing vaccine technology. Prior to that, Dr. Ryan was an executive and division leader of product development at Biota Holdings, a biotechnology company listed on the ASX and Nasdaq, where she provided oversight to Biota Holdings’ development portfolio and programs, including the negotiation and winning of a $231 million advanced development contract with the government of the United States. From 2018 to 2023, Dr. Ryan served as director of Anatara Life Sciences, an ASX-listed company. Dr. Ryan has served as a director of IDT Australia Limited since January 2022, a listed company. She is also a member of the Australian Institute of Company Directors. She received her B.Sc. from the Australia National University, her Ph.D. from Macquarie University and was a Postdoctoral Fellow at Columbia University. Dr. Ryan’s knowledge of our business and experience as a biopharmaceutical executive and board member contributed to our board of directors’ conclusion that she should serve as a director of Bionomics.

Peter Miles Winston Davies

Peter Miles Winston Davies has served as a member of our board of directors since July 2021, and since June 2024 was appointed as a member of our Audit & Risk Management Committee. Mr. Davies worked at Apeiron Investment Group Ltd in the Healthcare team from 2021 to 2022. Prior to that, Mr. Davies was at Rothschild & Co. from 2006 to 2021. Mr. Davies received his Masters Degree from The University of Edinburgh, Scotland. Mr. Davies’ experience in the healthcare industry includes mergers and acquisitions, strategic advisory, capital raisings and restructuring transactions.

Rajeev Chandra – Company Secretary

Rajeev Chandra has served as our Company Secretary since September 2023. Mr. Chandra was previously CFO and Company Secretary of a listed ASX company and has held multiple roles, including as Financial Controller, and National Sales and Country Manager in healthcare company Johnson & Johnson. He presently serves as a Company Secretary of multiple entities. Mr. Chandra is an Australian Chartered Accountant, a Fellow of the Governance Institute of Australia and holds an MBA from Deakin University, Australia and a Bachelor of Commerce from Auckland University in New Zealand.

Spyridon Papapetropoulos – President and CEO

Spyridon Papapetropoulos, M.D. has served as our President and Chief Executive Officer since January 2023. Dr. Papapetropoulos is an experienced biopharmaceutical executive, a recognized neuroscientist/neurologist, and change agent with a 25-year career focused on CNS disorders. He has held various positions of increasing responsibility at CNS-focused start-up/small, medium specialty and large biopharma companies. Since 2020, he was the Chief Medical Officer of Vigil Neuroscience Inc, a Nasdaq-listed biopharmaceutical company developing a pipeline of neuroimmune targeted therapeutics for the treatment of neurodegenerative disorders. Prior to joining Vigil, he served as Chief Development Officer, and SVP, Head of Development at Acadia Pharmaceuticals Inc., CEO at SwanBio Therapeutics, and EVP of Research & Development and Chief Medical Officer at Cavion. Before Cavion, he held senior/executive positions at Biogen Inc., Allergan plc, Pfizer Inc., and Teva Pharmaceuticals Inc. Dr. Papapetropoulos has filed multiple INDs and has overseen a broad spectrum of CNS biopharmaceutical development programs (small molecules, biologics, gene therapy), leading to successful regulatory filings (>20 INDs and multiple NDAs/BLAs) and new product launches worldwide. Dr. Papapetropoulos received his MD and PhD in Greece from the University of Patras, School of Medicine and before joining the biopharmaceutical industry served as faculty at the Department of Neurology of the University of Miami, School of Medicine.

Tim Cunningham – Chief Financial Officer

Tim Cunningham has served as our Chief Financial Officer since July 2023 through a consulting agreement entered into between the Company and Danforth Advisors LLC, or Danforth. He has served as a Chief Financial Officer Consultant at Danforth, a strategic finance and operations firm with a focus on life sciences companies, since September 2020, where he provides chief financial officer consulting services to both public and private pharma and biotechnology companies. Prior to joining Danforth, Mr. Cunningham served as Chief Financial Officer at Organogenesis (Nasdaq:ORGO), where he took the company public and helped raise over $250 million in equity and debt financing to facilitate the company’s growth. He has held leadership positions with several different public and private companies over the course of his career, which began at KPMG in NY followed by PwC Boston. Mr. Cunningham holds an MBA from Boston University, a BS in Accounting from Boston College and is a CPA in the state of Florida.

Liz Doolin – Vice President Clinical Development

Ms Doolin has over 25 years international experience in drug discovery, clinical and life sciences research. She joined Bionomics Limited in 2008 to lead the early clinical development program for BNC210, a small molecule with therapeutic potential for anxiety disorders, and trauma and stressor-related disorders including PTSD. Ms Doolin currently leads Bionomics’ clinical programs across central nervous system disorders and oncology, including three novel investigational drugs in Phase 1 and 2 clinical development. In addition to her extensive clinical research experience in Australia, Ms Doolin has a strong immunology and biotechnology research background, as well as biopharmaceutical development and GMP manufacturing experience, gained in New Zealand and the UK.

As at the Last Practicable Date, the capital structure of Bionomics is as set out below:

Bionomics does not have any other type of securities on issue.

Bionomics currently has 97,424,330 options on issue, which are held by existing or former employees and directors. These options have a wide variety of terms, with exercise prices ranging from $0.0321 to $0.5125 per share, and with expiry dates between 4 November 2024 and 16 December 2031.

The Bionomics Warrants consisted of a pre-funded warrant that had an exercise price of US$0.01 per ADS and an accompanying 5-year warrant to purchase up to 12,652,572 ADSs at an exercise price of US$0.99 per ADS. The holder of the Warrants may not exercise the Bionomics Warrants if such exercise would take the holder’s beneficial ownership of Bionomics Shares above 9.99%.

The Bionomics Warrants were issued by Bionomics to Armistice Capital Master Fund Ltd (Armistice), a US-based institutional investor, in June 2024. Armistice is the only holder of Bionomics Warrants.

Armistice partially exercised the pre-funded warrants in July, August and September 2024, as set out below. The pre-funded warrants have been exercised in full and there are no pre-funded warrants outstanding.

Armistice has assured Bionomics that it has not, and will not, exceed a 9.99% interest in Bionomics. Bionomics understands that only after Armistice sells Bionomics ADSs on Nasdaq, it acquires additional Bionomics ADSs via exercise of a Warrant, thus maintaining an interest of approximately 9.99% (but no more). This is consistent with US market practice. If Armistice were to exceed 10%, then it would be viewed as an “affiliate” under US securities law and, as an affiliate, it would be subject to US reporting requirements and limitations on trading that are applicable to officers and directors of the issuer. Any transfer by Armistice to a related body or associate would be subject to the same combined 9.99% limit.

To the best of Bionomics’ knowledge, Armistice has not exceeded a 9.99% relevant interest in Bionomics shares at any time.

Neuphoria will issue replacement Neuphoria Warrants to Armistice in exchange for the Bionomics Warrants currently issued to it by Bionomics, with appropriate adjustments for the terms of the Scheme including the exchange ratio. The Neuphoria Warrants will be subject to the same restriction on acquiring an interest above 9.99% in Neuphoria.

The following table sets out the beneficial ownership of Bionomics Shares of as of October 7, 2024, based on information known to Bionomics. It is taken from the Form 10-K filed by Bionomics with SEC on 30 September 2024 and an amendment to Schedule 13D filed by Apeiron with the SEC on 7 October 2024.

The term “beneficial ownership” under US securities law is broad and includes affiliates (ie persons under common control) such as related bodies and associates so as to comprise a calculation which is equivalent to a substantial holder disclosure for Corporations Act purposes. The US law definition of “beneficial ownership” generally provides that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are exercisable within 60 days. This includes the holder of the security and its affiliates (ie, related bodies and associates).

Bionomics is not aware of any other person with a relevant interest of 5% or more in its shares.

The historical financial information of Bionomics includes audited financial statements for the financial years ended 30 June 2024 and 30 June 2023, which are summarised in sections 7.7(b), 7.7(c) and 7.7(d)

(the Bionomics Historical Financial Information). The accompanying notes to the financial statements should be read in conjunction with the summarised financial information in sections 7.7(b), 7.7(c) and 7.7(d) and are contained in the Bionomics Historical Financial Information, which can be accessed as set out below.

The Bionomics Historical Financial Information is contained in Item 15 of Form 10-K of Bionomics for the period up to 30 June 2024, filed with SEC on 30 September 2024, which may be accessed on the SEC’s website (www.sec.gov) and Bionomics’ website (https://ir.bionomics.com.au/financials-filings/sec-filings).

The Bionomics Historical Financial Information is also contained in sections 5.7 – 5.8 of the Independent Expert Report, as set out in Annexure A.

If you would like to request a copy of the Bionomics Historical Financial Information to be emailed to you, please contact the Shareholder Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) on Monday to Friday between 8.30am and 5.00pm (Sydney time).

Below is a summary of Bionomics’ consolidated balance sheets for the years ended 30 June 2024 and 30 June 2023.

Bionomics Limited

Consolidated Balance Sheets

Below is a summary of Bionomics’ consolidated statements of operations and other comprehensive income (loss) for the years ended 30 June 2024 and 30 June 2023.

Bionomics Limited

Consolidated Statements of Operations and Other Comprehensive Income (Loss)

Below is a summary of Bionomics’ consolidated statements of cash flows for the years ended 30 June 2024 and 30 June 2023. 

To the knowledge of the members of the Bionomics Board, the financial position of Bionomics as at the Last Practicable Date has not materially changed since the financial year ended 30 June 2024, other than:

If the Scheme is implemented, it is intended by Neuphoria that the existing Bionomics Board will remain the same, as will its assets and operations.

Neuphoria’s intentions regarding Bionomics’ business, assets and employees if the Scheme is implemented are set out in section 9.7 of this Scheme Booklet.

If the Scheme is not implemented, the Bionomics Directors intend to continue to operate Bionomics in the ordinary course of business.

Bionomics is not aware of any material litigation, either in progress or proposed, to which it is a party.

Bionomics is a “disclosing entity” for the purposes of the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act. These obligations require Bionomics to notify the ASIC of periodic financial information, and information about specified matters and events as they arise for the purpose of the ASIC making that information publicly available. As an unlisted disclosing entity, Bionomics is subject to Corporations Act requirements which require (subject to some exceptions) continuous disclosure of any information that Bionomics has that a reasonable person would expect to have a material effect on the price or value of Bionomics Shares. Bionomics is also required to lodge various documents with ASIC.

Bionomics is also subject to the reporting and disclosure requirements applicable to US companies under the Exchange Act. See Schedule 1 for further information.

Copies of documents lodged with ASIC by Bionomics may be obtained from ASIC. Copies of documents filed with the SEC are available on its EDGAR system.

Neuphoria is a new company that was recently incorporated in the US State of Delaware for purposes of the re-domiciliation. Neuphoria would become the successor issuer to Bionomics and the Neuphoria shares would be listed on Nasdaq, replacing the ADSs of Bionomics.

As at the date of this Scheme Booklet, the Directors of Neuphoria are as follows:

Details of these individuals can be found in Section 7.6(a).

As at the date of this Scheme Booklet, the senior management of Neuphoria are as follows:

See Section 7.5(c) for details of Mr Cunningham’s qualifications and experience.

Neuphoria is incorporated in Delaware, US, and as such it is not required to have (and does not have) any shareholders prior to the Implementation Date.

The capital structure of Neuphoria at the Last Practicable Date is set out below:

The pro forma capital structure of Neuphoria at the Implementation Date is set out in section 9.4.

No person has any interest in Neuphoria Shares at the date of the Scheme Booklet.

For the interests of Neuphoria Directors in the shares of Bionomics, please see Section 12.1(b).

Except as otherwise provided in this Scheme Booklet, no:

(together the Interested Persons) holds, or held at any time during the two years before the date of this Scheme Booklet any interests in:

Except as otherwise disclosed in this Scheme Booklet, Neuphoria has not paid or agreed to pay any fees, or provided or agreed to provide any benefit:

The Board considers that the State of Delaware is an appropriate jurisdiction for the domicile of Neuphoria. More than 50% of the public companies listed on Nasdaq and the New York Stock Exchange are incorporated in Delaware. In addition, Delaware provides a well-developed body of law defining the fiduciary duties and decision-making processes expected of boards of directors in a variety of contexts, including evaluating potential and proposed corporate takeover offers and business combinations.

Bionomics’s aim is to redomicile the Bionomics group to the United States and obtain the advantages of Neuphoria being a US company. Neuphoria has adopted a customary form of by-laws for a Delaware corporation that it believes is appropriate for a Nasdaq-listed company. A description of a number of the key differences between the Australian and Delaware corporate legal regimes and their implications for shareholders of Neuphoria is set out in Schedule 1 of this Scheme Booklet.

Neuphoria Shares will generally confer the same rights as Bionomics Shares. Certain differences exist due to the facts explained below.

Neuphoria Shares will have shareholder rights governed by different corporate documents and different laws than those governing the Shares. The primary corporate documents governing Neuphoria shareholder rights will be Neuphoria’s Charter Documents, rather than Bionomics’s constitution. The primary laws governing Neuphoria shareholder rights will be the corporate law of the State of Delaware and the US federal securities law, rather than Australian law.

Neuphoria will not be governed by the Corporations Act or other Australian laws by which Bionomics is currently governed. Neuphoria will be subject to the Delaware General Corporation Law.

Key differences between the rights of the Neuphoria Shares and the Bionomics Shares and further details on the differences between Neuphoria’s governing documents and governing laws and Bionomics’s governing documents and governing laws are set out in Schedule 1.

Neuphoria is incorporated under the laws of the US State of Delaware and the rights of shareholders will be governed by the laws of Delaware, including the Delaware General Corporation Law, as well as the Neuphoria Amended and Restated Certificate of Incorporation and the Neuphoria Bylaws (collectively, “Charter Documents”).

Common Stock

The Neuphoria Amended and Restated Certificate of Incorporation will authorise the issuance of up to 30,000,000 shares of common stock.

Shareholders will be entitled to one vote per share on all matters submitted to a vote of shareholders, and the Neuphoria Amended and Restated Certificate of Incorporation will not provide for cumulative voting in the election of directors. Shareholders will receive pro-rata any dividends declared by the Neuphoria Board out of funds legally available. In the event of the liquidation, dissolution or winding up of Neuphoria, shareholders will be entitled to share pro-rata in all assets remaining after payment of, or provision for, any liabilities.

Preferred Stock

Under the Neuphoria Amended and Restated Certificate of Incorporation, the Neuphoria Board will have the authority, without further action by shareholders, to issue up to 3,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the dividend, voting and other rights, preferences and privileges of the shares of preferred stock of each wholly unissued series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of preferred stock of any such series.

The Neuphoria Board may authorise the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of shareholders. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of delaying, deferring or preventing a change in control and may adversely affect the market price of Neuphoria’s common stock and the voting and other rights of shareholders.

Board structure

Director liability and indemnification

Shareholder meetings

Other provisions with anti-takeover effects

These provisions are designed to enhance the likelihood of continued stability in the composition of the Neuphoria Board and its policies, to discourage certain types of transactions that may involve an actual or threatened acquisition of Neuphoria and to reduce its vulnerability to an unsolicited acquisition proposal. These provisions are also designed to discourage certain tactics that may be used in proxy fights. However, these provisions could have the effect of discouraging others from making tender offers for Neuphoria Shares and, as a consequence, they may also reduce fluctuations in the market price of Neuphoria Shares that could result from actual or rumoured takeover attempts.

Exclusive forum selection clause

The Neuphoria Amended and Restated Certificate of Incorporation will provide that, unless Neuphoria consents in writing to the selection of an alternative forum, the sole and exclusive forum to the fullest extent permitted by law for: (1) any derivative action or proceeding brought on behalf of Neuphoria; (2) any action asserting a breach of fiduciary duty owed by any director, officer or other employee to Neuphoria or its shareholders; (3) any action asserting a claim against Neuphoria or any director or officer or other employee arising pursuant to the Delaware General Corporation Law; (4) any action to interpret, apply, enforce or determine the validity of the Neuphoria Amended and Restated Certificate of Incorporation or the Neuphoria Bylaws; or (5) any other action asserting a claim that is governed by the internal affairs doctrine, shall be the Court of Chancery of the State of Delaware (or another state court or the federal court located within the State of Delaware if the Court of Chancery does not have or declines to accept jurisdiction), in all cases subject to the court’s having jurisdiction over indispensable parties named as defendants. In addition, the Neuphoria Amended and Restated Certificate of Incorporation will provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the US Securities Act, but the forum selection provisions will not apply to claims brought to enforce a duty or liability created by the Securities Exchange Act of 1934. These provisions may have the effect of discouraging lawsuits against Neuphoria or its directors or officers. Although the Neuphoria Amended and Restated Certificate of Incorporation contains the choice of forum provisions described above, it is possible that a court could find that such provisions are inapplicable for a particular claim or action or that such provisions are unenforceable.

If the Scheme proceeds, a different financial reporting regime will apply with respect to Neuphoria’s accounts. Neuphoria will not report under both IFRS and US Generally Accepted Accounting Principles (US GAAP) as Bionomics did but will instead report solely in accordance with US GAAP.

Bionomics’ board of directors considers there is no reason to believe that there would be a material difference in reported results under the different accounting principles. The Board believes users of the accounts will continue to understand the content of the accounts after the completion of the re-domiciliation.

A detailed comparison of the reporting regimes in the US and Australia and how these differences may affect Bionomics’ accounts is set out in Schedule 1. Bionomics Shareholders should note that the comparison in Schedule 1 is not an exhaustive statement of all relevant financial reporting principles and is intended as a general guide only.

In connection with the implementation of the Scheme and the listing of Neuphoria Shares on Nasdaq, Neuphoria will become subject to the reporting requirements of the US Securities Exchange Act and will be required to file annual, quarterly and current reports, proxy statements and other information with the SEC in addition to its reporting requirements under the Nasdaq listing rules. Affiliates of Neuphoria will also be subject to the short-swing profit disclosure and recovery provisions of Section 16 of the US Securities Exchange Act.

No funds are being raised under the Scheme.

The Scheme Consideration will not be subject to escrow restrictions.

In connection with the re-domicile, the board of directors of Neuphoria Therapeutics Inc. will adopt the Neuphoria Therapeutics Inc. 2024 Equity Incentive Plan (the Neuphoria Stock Plan). If the Neuphoria Stock Plan is implemented, holders of Bionomics Options will receive, under the Neuphoria Stock Plan, options to purchase one share of common stock of Neuphoria for every 2,160 Bionomics Options cancelled and on terms which mirror, to the extent possible, their existing Bionomics Options.

The following summary of the Neuphoria Stock Plan is qualified in its entirety by the specific language of the Neuphoria Stock Plan. A copy of the Neuphoria Stock Plan can be obtained by contacting Bionomics. All capitalised terms used in this section are as defined in the Neuphoria Stock Plan unless otherwise stated.

The purpose of the Neuphoria Stock Plan is to provide a means through which Neuphoria and its affiliates may attract and retain key personnel and whereby directors, employees, and consultants of Neuphoria and its affiliates can acquire an equity interest in Neuphoria, thereby strengthening their commitment to the success of Neuphoria and aligning their interests with Neuphoria’s shareholders. The Neuphoria Stock Plan permits the grant of stock options (both nonstatutory stock options and incentive stock options), stock appreciation rights, restricted stock, restricted stock units, stock bonuses, and performance awards (collectively the Awards).

Subject to adjustment provisions in the Neuphoria Stock Plan, the board of directors of Neuphoria may reserve an appropriate number of Neuphoria Shares for issuance under the Neuphoria Stock Plan and such Neuphoria Shares may consist of authorised but unissued or reacquired shares or any combination thereof.

If (i) any stock option or stock appreciation right granted under the Neuphoria Stock Plan is exercised through the tendering of Neuphoria Shares (either actually or by attestation) or by the withholding of Shares by Neuphoria, or (ii) tax or deduction liabilities arising from an Award are satisfied by the tendering of Neuphoria Shares (either actually or by attestation) or by the withholding of Shares by Neuphoria, then in each case the Shares tendered or withheld shall be added to the Shares available for grant under the Neuphoria Stock Plan on a one-for-one basis. Shares underlying Awards under the Neuphoria Stock Plan that are forfeited, cancelled, expire unexercised, or are settled in cash are available again for Awards under the Neuphoria Stock Plan on a one-for-one basis.

In the event that any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalisation, stock split, reverse stock split, reorganisation, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Neuphoria Shares or other securities, or other change in corporate structure affecting the shares occurs, the administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Neuphoria Stock Plan, will adjust the number and class of shares that may be delivered under the Neuphoria Stock Plan and/or the number, class, and price of shares covered by each outstanding Award. In the event of a proposed dissolution or liquidation of Neuphoria, the administrator will notify each participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

The board of directors of Neuphoria or a committee thereof has the authority to administer the Neuphoria Stock Plan, provided that different committees may administer the Neuphoria Stock Plan with respect to different groups of participants. The administrator’s authority includes the powers to, in its discretion: (i) designate participants; (ii) determine the type or types of Awards to be granted to a participant; (iii) determine the number of Neuphoria Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the form of Award agreement and the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Neuphoria Shares, other securities, other Awards or other property, or cancelled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, cancelled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Neuphoria Shares, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the participant or of the administrator; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Neuphoria Stock Plan and any instrument or agreement relating to, or Award granted under, the Neuphoria Stock Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the administrator shall deem appropriate for the proper administration of the Neuphoria Stock Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards, including, but not limited to, upon a qualifying termination; (x) to institute and determine the terms and conditions of an exchange program; provided, however, that the administrator shall not implement an exchange program without the approval of the holders of a majority of the Neuphoria Shares that are present in person or by proxy and entitled to vote at any annual or special meeting of Neuphoria’s shareholders; (xi) to settle all controversies regarding the Neuphoria Stock Plan and Awards granted under it; (xii) to submit any amendment to the Neuphoria Stock Plan for stockholder approval, including, but not limited to, amendments to the Neuphoria Stock Plan intended to satisfy the requirements of Section 422 of the US Internal Revenue Code of 1986, as amended (the Code) regarding Incentive Stock Options; (xiii) to adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Neuphoria Stock Plan by employees, directors or consultants who are foreign nationals or employed outside the United States (provided that committee approval will not be necessary for immaterial modifications to the Neuphoria Stock Plan or any award agreement that are required for compliance with the laws of the relevant foreign jurisdiction); and (xiv) make any other determination and take any other action that the committee deems necessary or desirable for the administration.

Awards may be granted to employees, directors and other service providers of Neuphoria or any present or future subsidiary corporation or other affiliated entity of Neuphoria. Incentive stock options may be granted only to employees who, as of the time of grant, are employees of Neuphoria or any subsidiary corporation.

A stock option may be granted as an incentive stock option or a nonqualified stock option. The exercise price for an incentive stock option may not be less than the fair market value of the Neuphoria Shares subject to the stock option on the date the stock option is granted (or less than 110% of the fair market value of the Neuphoria Shares if the participant owns Neuphoria Shares possessing more than 10% of the total combined voting power of all classes of Neuphoria Shares (a Ten Percent Stockholder). Stock options will not be exercisable after the expiration of 10 years from the date of grant (or five years, in the case of an incentive stock option issued to a Ten Percent Stockholder). Each Award agreement will set forth the number of Neuphoria Shares subject to each stock option, the vesting terms and the acceptable form of consideration for exercising the stock option, including the method of payment. As the administrator determines, such consideration may consist entirely of cash, check, promissory note, to the extent permitted by applicable laws, Neuphoria Shares, cashless exercise, net exercise, such other consideration and method of payment to the extent permitted by applicable laws or any combination of the foregoing.

A stock appreciation right, or SAR, is a right that entitles the participant, upon exercise of the SAR, to receive, in cash or Neuphoria Shares or a combination thereof, as determined by the administrator, value equal to or otherwise based on the excess of (i) the fair market value of a specified number of Neuphoria Shares at the time of exercise over (ii) the strike price of the SAR, as established by the administrator on the date of grant. SARs will not be exercisable after the expiration of 10 years from the date of grant. Each Award agreement will set forth the number of Neuphoria Shares subject to the SAR, the vesting schedule applicable to the SAR, including any performance conditions, and other terms and conditions of the SAR.

Restricted stock awards are the grant of Neuphoria Shares of which issuance, retention, vesting and/or transferability is subject during specified periods of time to such conditions (including continued employment) and terms as the administrator deems appropriate. Restricted stock units, or RSUs, are an Award denominated in units under which the issuance of Neuphoria Shares (or cash payment in lieu thereof) is subject to the satisfaction of such conditions (including continued employment) and terms as the administrator deems appropriate. Each Award agreement evidencing a grant of restricted stock or RSUs will set forth the terms and conditions of each Award, including vesting and forfeiture provisions, transferability and, if applicable, right to receive dividends or dividend equivalents. Generally, unless the administrator provides otherwise, holders of restricted stock will be entitled to receive all dividends and other distributions paid with respect to such Neuphoria Shares, provided that if any such dividends or distributions are paid in Neuphoria Shares, the Neuphoria Shares will be subject to the same restrictions on transferability and forfeitability as the restricted stock with respect to which they were paid.

Performance awards are the grant of Neuphoria Shares, the issuance, retention, vesting and/or transferability of which is subject to the satisfaction of specific performance criteria set by the administrator at the time of grant. Each Award agreement evidencing a grant of a performance award will set forth the terms and conditions of each Award, including the performance criteria, forfeiture provisions, transferability and, if applicable, right to receive dividends or dividend equivalents.

Stock bonuses are Awards payable in cash or Neuphoria Shares, the grant, issuance, retention, vesting and/or transferability of which is subject during specified periods of time to such conditions (including continued employment) and terms as the administrator deems appropriate. Each Award agreement evidencing a stock bonus will set forth the terms and conditions of each Award, including vesting and forfeiture provisions, transferability and, if applicable, right to receive dividends or dividend equivalents.

Unless determined otherwise by the administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the participant only by the participant.

Under the Neuphoria Stock Plan, a Change in Control is defined to include a person acquiring more than 50% of the voting stock of Neuphoria, a sale of substantially all its assets and a merger in which holders of Neuphoria Shares do not own more than 50% of the voting stock of the combined business.

Unless provided otherwise in an Award agreement or other written agreement between a participant and Neuphoria or an affiliate or by the Neuphoria board of directors at the time of grant of an Award, in the event of a Change in Control the administrator may, in its sole discretion: (i) cancel Awards for a cash payment or Share issuance equal to their fair value (as determined in the sole discretion of the administrator), (ii) provide for the issuance of substitute or replacement awards, (iii) terminate stock options without providing accelerated vesting, (iv) immediately vest the unvested portion of any Award and provide a period for exercise, or (v) take any other action with respect to the Awards the administrator deems appropriate. The treatment of Awards upon a Change in Control may vary among participants and types of Awards in the administrator’s sole discretion. Awards subject to performance goals shall be settled upon a Change in Control based upon the extent to which the performance goals underlying such Awards have been achieved as determined in the sole discretion of the administrator.

Prior to the delivery of any Neuphoria Shares or cash pursuant to an Award, Neuphoria may deduct or withhold from any and all payments made under the Neuphoria Stock Plan, or to require the participant to remit to Neuphoria an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the participant’s US Federal Insurance Contributions Act obligations), if any, required by law to be withheld by Neuphoria with respect to an Award or the Neuphoria Shares acquired pursuant thereto.

The Neuphoria board of directors may at any time amend, alter, suspend or terminate the Neuphoria Stock Plan, provided that shareholder approval will be obtained for any Neuphoria Stock Plan amendment to the extent necessary and desirable to comply with applicable laws. No amendment, alteration, suspension or termination of the Neuphoria Stock Plan will impair the rights of any participant, unless mutually agreed otherwise between the participant and the administrator. Termination of the Neuphoria Stock Plan will not affect the administrator’s ability to exercise the powers granted to it under the Neuphoria Stock Plan with respect to Awards granted under the Stock Plan prior to the date of such termination. The Neuphoria Stock Plan will become effective upon its adoption by the Neuphoria board of directors and, unless sooner terminated, will continue in effect for a term of 10 years from the effective date of the Neuphoria Stock Plan.

Neuphoria holds no Bionomics Shares as at the date of this Scheme Booklet.

Except as disclosed elsewhere in this Scheme Booklet, so far as Neuphoria is aware, as at the date of the Scheme Booklet, there is no other information that is:

The information set out in this section was prepared by Bionomics and Bionomics is responsible for the information contained in this section.

The Combined Group will represent a continuation of the assets, operations, management and strategy of Bionomics. The disclosures elsewhere in this Scheme Booklet regarding those matters will be equally applicable to the Combined Group, except to the extent a different position is described in this Section 9.

It is intended that if the Scheme is implemented, the Neuphoria Board will be the same as the current members of the Bionomics Board of Directors.

A summary of the qualifications and experience of each current and incoming director is set out in section 8.2.

The Combined Group will continue to be led by Bionomics’ current senior executive team consisting of Spyridon Papapetropoulos, Tim Cunningham, and Liz Doolin.

Post-implementation of the Scheme, the percentage shareholdings in Neuphoria will be the same as the percentage beneficial shareholdings in Bionomics at the Record Date (other than in relation to the Bionomics Shares to be sold through the Sale Facility). Neuphoria will be the sole shareholder of Bionomics from the Implementation Date.

The pro forma capital structure of Neuphoria at the Implementation Date is set out below.

Notes:

The substantial shareholders of Neuphoria on the Implementation Date will be the same as the substantial shareholders in Bionomics (assuming no changes to their shareholdings occur prior to the Record Date), as set out in section 7.6(c).

The corporate governance policies of Neuphoria must comply with Nasdaq listing rules and will be substantially the same as Bionomics’ corporate governance policies. For information about Bionomics’ corporate governance policies, see Item 10 (Directors, Executive Officers and Corporate Governance) to its 2024 annual report on Form 10-K that was filed with the SEC on 30 September 2024. It may be accessed on the SEC’s website (www.sec.gov) and Bionomics’ website (https://ir.bionomics.com.au/financials-filings/sec-filings).

The acquisition of Bionomics by Neuphoria is expected to enhance the Combined Group and provide a number of benefits. In particular, it is expected that the Scheme will (if implemented) provide benefits including:

This section sets out the current intentions of Neuphoria in relation to the Combined Group if the Scheme is implemented. These intentions are based on facts and information known to Neuphoria at the time of preparing this Scheme Booklet that concern Neuphoria and Bionomics as well as the general economic and business environment and are statements of current intention only and, accordingly, may vary as new information becomes available or circumstances change.

If the Scheme is implemented, Neuphoria intends to continue the business of Bionomics in a similar manner as it is currently operating.

Bionomics’ assets are described in detail in Section 7, and implementation of the Scheme will not change the composition of those assets or the strategy of the Combined Group in relation to those assets.

Neuphoria’s current view is to retain all employees of Bionomics on their current terms.

If any current Bionomics employees are made redundant, where appropriate having regard to the positions held by any relevant employees, Neuphoria will attempt to identify opportunities for alternative employment. If any employee is made redundant, they will receive all entitlements in compliance with applicable legislative awards or contractual requirements and they will be paid any redundancy amounts in accordance with their legal entitlements.

Neuphoria has no immediate to medium-term intention to raise further capital following the Scheme by issuing common stock.

Neuphoria has not issued any preferred stock and has no immediate to medium-term intention to issue any preferred stock following the Scheme.

However, as a biopharmaceutical company, Bionomics may need to raise additional funding from time to time as part of the normal course of its operations. If the Scheme is implemented, Neuphoria and Bionomics may engage in capital raising activities for the Combined Group in the future, as they deem necessary. This may include equity and/or debt funding.

If the Scheme is implemented, the payment of future dividends to shareholders of the Combined Group will be at the discretion of the directors of Neuphoria and will be a function of a number of factors including general business conditions, the operating results and financial condition of the Combined Group, its strategy, future funding requirements including an assessment of the capital required for new investments, compliance with debt facilities, capital management initiatives, taxation considerations, any contractual, legal or regulatory restrictions on the payment of dividends by the Combined Group and any other factors the directors of the Combined Group may consider relevant.

The prospects and strategy of Bionomics and its assets are detailed in Section 7, and those aspects will continue to apply to the assets and business of the Combined Group.

This section describes certain key risks associated with the Scheme. It outlines:

The outline of risks in this section is a summary only and should not be considered exhaustive. This section does not attempt to set out every risk that may be associated with an investment in Bionomics, Neuphoria or the Combined Group now or in the future. The occurrence or consequences of some of the risks described in this section may be partially or completely outside the control of Bionomics, Neuphoria or the Combined Group.

Under the terms of the Scheme, subject to exceptions in relation to Ineligible Overseas Shareholders and Electing Small Parcel Holders, Bionomics Shareholders will receive one Neuphoria Share for every 2,160 Bionomics Shares they hold. The exact value of the Scheme Consideration that would be realised by individual Shareholders will be dependent on the price at which the Neuphoria Shares trade on Nasdaq after the Implementation Date.

The Scheme or the issue of Neuphoria Shares upon implementation of the Scheme may be deemed (under contracts to which Bionomics or its subsidiaries are a party) to result in a change of share ownership event in respect of Bionomics that allows the counterparty to review or terminate the contract as a result of the change, or the issue of shares by Neuphoria, upon implementation of the Scheme. If the counterparty to any such contract were to validly seek to renegotiate or terminate the contract on that basis, this may have a material adverse effect on the financial performance of the Combined Group, depending on the relevant contracts. Based on Bionomics’ due diligence and enquiries of current key contractual counterparties, Bionomics does not expect that any of its material contracts will be terminated as a result of the Proposed Transaction.

Each of Bionomics and Neuphoria has the right to terminate the Scheme Implementation Agreement in certain circumstances as set out in section 5.6 of this Scheme Booklet. Accordingly, there is no certainty that the Scheme Implementation Agreement will not be terminated by either Bionomics or Neuphoria before the implementation of the Scheme.

There is a risk that the Court may not approve the Scheme, either at all or in the form proposed, or the Court’s approval of the Scheme may be delayed. In particular, if there is a material change in circumstances between the Scheme Meeting and the Second Court Date, the Court will take the change into account in deciding whether it should approve the Scheme. If there is a material change of sufficient importance so as to materially alter the Scheme, there is a risk that the Court may not approve the Scheme on the Second Court Date.

Transaction costs and other costs incurred (or which are expected to be incurred by Bionomics) in relation to the successful implementation of the Proposed Transaction are currently estimated at approximately $900,000 (exclusive of GST). In addition, Citibank, N.A., as depositary for Bionomics’ American Depositary Receipt program, has demanded a significant amount of fees be paid in connection with the re-domiciliation. Bionomics believes Citibank’s initial demand was excessive and currently expects to pay fees of approximately US$100,000 to Citibank for its services as depositary in connection with the re-domiciliation. There can be no assurance as to the final amount of fees and if not resolved commercially, then, like any contract dispute, it could be resolved through litigation although this is not expected by Bionomics to be necessary.

If the Scheme proceeds, there may be tax consequences for Scheme Participants. Similar to an investment in Bionomics ADSs, an investment in Neuphoria Shares involves US income tax considerations. Following implementation of the Scheme, US and non-US holders of Neuphoria Shares may be subject to US tax and reporting requirements like an investment in shares of other US companies.

General information on the Australian and US tax consequences of the Scheme is set out in section 11 of this Scheme Booklet.

Additional risks and uncertainties not currently known to Bionomics or Neuphoria may also have a material adverse effect on the business of Bionomics, Neuphoria or the Combined Group and the information set out above does not purport to be, nor should it be construed as representing, an exhaustive list of the risks of Bionomics, Neuphoria or the Combined Group.

For information about risk factors relating to the operations of Bionomics’ and the Combined Group, see Item 1A (Risk Factors) to Bionomics’ 2024 annual report on Form 10-K that was filed with the SEC on 30 September 2024. It may be accessed on the SEC’s website (www.sec.gov) and Bionomics’ website (https://ir.bionomics.com.au/financials-filings/sec-filings).

If the Scheme does not proceed, Bionomics will continue on a standalone basis and Bionomics Shareholders will retain their Bionomics Shares and will not receive any Scheme Consideration. In these circumstances, there is a risk that Bionomics ADSs may trade below their current market price.

In addition, if Scheme does not proceed, then Bionomics will continue to be subject to duplicative costs and requirements under U.S. and Australian law. For instance, effective July 2024, Bionomics must prepare financial statements in compliance with both GAAP and Australian Accounting Standards (which are consistent with International Financial Reporting Standards) and the two sets of financial statements will be audited by two different auditors under two different auditing standards.

If the Scheme is not implemented, Bionomics expects to pay an aggregate of approximately $900,000 (excluding GST) in transaction costs in connection with the Scheme. These transaction costs are primarily payable to Bionomics financial, legal, tax and accounting advisors, the Independent Expert, the Share Registry, and ASIC and Court filing fees.

The following is a summary of certain material US federal income tax consequences of the (i) Scheme and (ii) post Scheme ownership and disposition of Neuphoria Shares. This summary is based upon the Code, final, temporary and proposed US Treasury regulations promulgated thereunder, published guidance and court decisions, each as in effect on the date hereof, all of which are subject to change, or changes in interpretation, possibly with retroactive effect. In addition, this discussion is based in part upon the provisions in the Deposit Agreement entered into with the ADS Depositary and the assumption that each obligation in the Deposit Agreement and any related agreements will be performed according to its terms.

The following summary assumes the Scheme will be consummated as described in this Scheme Booklet and applies only to Bionomics Shareholders and ADS Holders that hold their Bionomics Shares, or Bionomics ADSs, and that will hold their Neuphoria Shares received respectively pursuant to the Scheme, as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address all aspects of US federal income taxation that may be relevant to a Bionomics Shareholder or ADS Holder in light of such Bionomics Shareholder’s or ADS Holder’s particular circumstances, including any tax consequences arising under the Medicare contribution tax on net investment income, the alternative minimum tax, or to any Bionomics Shareholder or ADS Holder subject to special treatment under the Code, including, but not limited to:

In addition, this summary does not address any aspect of foreign (except as otherwise provided herein) state, local, alternative minimum, estate, gift or other tax law that may be applicable to a holder. This summary is intended to provide only a general summary of certain material United States federal income tax consequences of the Scheme to holders of Bionomics Shares or Bionomics ADSs. The United States federal income tax laws are complex and subject to varying interpretation. Accordingly, the United States Internal Revenue Service (IRS) may not agree with the tax consequences described in this Scheme Booklet, and there is no assurance that the IRS’s position would not be sustained in a court.

This discussion is for informational purposes only and is not tax advice. Bionomics Shareholders and ADS Holders should consult their own tax advisor regarding the United States federal, state, local, non-US and other tax consequences to them of the receipt of Neuphoria Shares in exchange for the Bionomics Shares or Bionomics ADSs pursuant to the Scheme and the ownership and disposition thereof.

For purposes of this summary, a “US Holder” includes a beneficial owner of Bionomics Shares or Bionomics ADSs that is, for United States federal income tax purposes:

If a partnership (or other entity treated as a “tax transparent” entity for United States tax purposes) is the beneficial owner of Bionomics Shares or Bionomics ADSs, the tax treatment of a partner in the partnership (or interest holder in the “tax transparent” entity) will generally depend on the status of the partner (or interest holder) and the activities of the partnership (or “tax transparent” entity). In general, for United States federal income tax purposes, US Holders of Bionomics ADSs will be treated as the beneficial owners of the underlying Bionomics Shares represented by the Bionomics ADSs.

A Non-US Holder is a beneficial owner (other than a partnership) of Bionomics Shares or Bionomics ADSs that is not a US Holder (defined above). The following summary assumes that a Non-US Holder does not have a trade or business (or permanent establishment) in the United States.

As holders of Bionomics ADSs are treated as the beneficial owners of the underlying Bionomics Shares represented by the Bionomics ADSs, we refer to holders of both Bionomics Shares and Bionomics ADSs as Shareholders for purposes of the discussion that follows.

The exchange of Bionomics Shares or Bionomics ADSs for Neuphoria Shares, respectively, pursuant to the Scheme, is intended to be treated as a transfer to which Section 351 of the Code applies and/or as a reorganisation described in Section 368(a) of the Code in which no gain or loss is recognised to Bionomics, Neuphoria, US Holders or Non-US Holders. This summary assumes that the exchange of Bionomics Shares or ADSs for Bionomics Shares, respectively, pursuant to the Scheme will be treated as a transfer to which Section 351 of the Code applies and/or a reorganisation described in Section 368(a) of the Code.

The Code provides special, generally adverse, rules regarding sales, exchanges and other dispositions of the stock of a passive foreign investment company (PFIC). A foreign (non-US) corporation will be treated as a PFIC for any taxable year if at least 75% of its gross income for the taxable year is passive income or at least 50% of its gross assets during the taxable year, based on a quarterly average and generally by value, produce or are held for the production of passive income. Passive income for this purpose generally includes, among other things, dividends, interest, rents, royalties, gains from commodities and securities transactions and gains from assets that produce passive income. In determining whether a foreign corporation is a PFIC, a pro-rata portion of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.

Depending upon the value and the nature of Bionomics’ assets and income over time, Bionomics could be classified as a “passive foreign investment company”, or “PFIC”, for United States federal income tax purposes. Based on Bionomics’ income and assets, Bionomics believes that it was not a PFIC for the fiscal year ended June 30, 2024. In general, unless an exception applies, gain (but not loss) must be recognised upon the disposition of PFIC stock by a US shareholder in connection with a nonrecognition transaction, notwithstanding that such transfer may otherwise be eligible for nonrecognition treatment. Exceptions to such gain recognition on transfers of PFIC stock include (i) certain transfers to US persons, (ii) certain transfers which result in the transferring US shareholder holding an indirect ownership interest in the PFIC, and (iii) if the transferring US shareholder timely made a valid QEF or mark-to-market election with respect to the PFIC. If a disposition of PFIC stock in a nonrecognition transaction to which such an exception would apply but for the fact that cash is received in addition to stock, gain is generally recognised to the extent of the cash received. If an exception to gain recognition applies, a US shareholder will generally be subject to additional information reporting requirements.

Upon the completion of the Scheme, Bionomics expects that the PFIC regime and associated implications discussed above will no longer be relevant to the Neuphoria Holders. This is because US Holders will then directly own Neuphoria Shares or in Neuphoria, which will be treated as a United States corporation and therefore not subject to the PFIC rules. Furthermore, PFIC status of any of the Neuphoria non-US subsidiaries could only be attributed to any of the US Holders if such shareholder owned 50 percent or more of the outstanding Neuphoria Shares, which is not expected to occur.

US Holders are urged to contact their own tax advisor regarding Bionomics’ status as a PFIC, including the impact of such PFIC status on their taxation as a result of participation in the Scheme, reporting requirements and the application of the PFIC rules in light of each US Holder’s particular circumstances.

A US Holder will generally not recognise any gain or loss on the exchange of Bionomics Shares or Bionomics ADSs for Neuphoria Shares

US Holders will have an aggregate adjusted United States federal tax basis in the Neuphoria Shares or received pursuant to the Scheme equal to their aggregate adjusted United States federal tax basis in the Bionomics ADSs or Bionomics Shares surrendered. Thus, to the extent a US Holder has a loss in its Bionomics ADSs or Bionomics Shares, such loss generally will be preserved. The holding period for Neuphoria Shares or received pursuant to the Scheme will generally include the holding period of Bionomics ADSs or Bionomics Shares surrendered pursuant to the Scheme.

Non-US Holders will generally not recognise any gain or loss as a result of the Scheme, except that Non-US Holders that receive cash (upon the sale of their Neuphoria Shares because they are Ineligible Overseas Shareholders or Electing Small Parcel Holders) may recognise a gain or loss, if any, if Neuphoria is considered a “United States real property holding corporation” (USRPHC) within the meaning of Section 897 of the Code, immediately after the Scheme. Bionomics expects Neuphoria to be a USRPHC immediately after the Scheme. Subject to the considerations described in “Non-US Holders – Sale or Other Disposition of Neuphoria Shares” below, any gain recognised by a Non-US Holder with respect to the receipt of cash upon the sale of Neuphoria Shares will generally not be subject to United States federal income taxation.

Non-US Holders are urged to contact their own tax advisor regarding the reporting requirements and information statements that could potentially be applicable with respect to the Scheme and any consequences, including penalties, potentially applicable as a result of a failure to meet such requirements.

Non-US Holders will have an aggregate adjusted United States federal tax basis in the Neuphoria Shares received pursuant to the Scheme equal to their aggregate adjusted United States federal tax basis in the Bionomics Shares or Bionomics ADSs surrendered. The holding period for Neuphoria Shares received pursuant to the Scheme will generally include the holding period of Bionomics Shares or Bionomics ADSs surrendered pursuant to the Scheme.

A US Holder will generally recognise gain or loss on a sale or other disposition of Neuphoria Shares equal to the difference, if any, between the fair market value of the Neuphoria Shares sold and such US Holder’s adjusted US federal tax basis in the Neuphoria Shares. Such gain or loss will generally be capital gain or loss. If the US Holder has a holding period in the Neuphoria Shares sold of more than one year, such capital gain or loss will be long-term capital gain or loss. Generally, for US Holders who are individuals (as well as certain trusts and estates), long-term capital gains are subject to US federal income tax at preferential rates. The deductibility of capital losses is subject to significant limitations.

Distributions, if any, paid on Neuphoria Shares will be treated as dividends to the extent of Neuphoria’s current and accumulated earnings and profits. Amounts treated as dividends will generally be includable in a US Holder’s gross income in the year actually or constructively received. Any amount distributed in excess of Neuphoria’s current earnings and profits will first be treated as a tax-free return of capital to the extent of a US Holder’s basis in the Neuphoria Shares with respect to which the distribution was received. Amounts in excess of a US Holder’s basis in the Neuphoria Shares will be treated as capital gain subject to the treatment described above in “Sale or Other Disposition of Neuphoria Shares.” Generally, for US Holders who are individuals (as well as certain trusts and estates), dividends paid by us will be subject to US federal income tax at preferential rates.

US backup withholding tax and information reporting requirements will generally apply to payments to non-corporate holders of Neuphoria Shares. Information reporting will apply to payments of dividends on, and to proceeds from the disposition of, Neuphoria Shares by a paying agent within the United States to a US Holder, other than US Holders that are exempt from information reporting and properly certify their exemption. A paying agent within the United States will be required to withhold at the applicable statutory rate, currently 24%, in respect of any payments of dividends on, and the proceeds from the disposition of, Neuphoria Shares within the United States to US Holders (other than US Holders that are exempt from backup withholding and properly certify their exemption) if the holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with applicable backup withholding requirements. US Holders who are required to establish their exempt status generally must provide a properly completed IRS Form W-9.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a US Holder’s US federal income tax liability. A US Holder generally may obtain a refund of any amounts withheld under the backup withholding rules in excess of such US Holder’s US federal income tax liability by filing the appropriate claim for refund with the IRS in a timely manner and furnishing any required information.

If Neuphoria is considered a “United States real property holding corporation” (“USRPHC” within the meaning of Section 897 of the Code) or has been a USRPHC in the 5 year period ending on the date of sale or other disposition then, absent an exception, the gain of a Non-US Holder, if any, on the sale of Neuphoria Shares will be treated as effectively connected with the conduct of a US trade or business. We expect that Neuphoria will be treated as a USRPHC immediately after the Scheme. Assuming so and except as described below for certain 5% or less shareholders, Non-US Holders will be subject to US federal income taxation on any gain treated as effectively connected with the conduct of a US trade or business at the rates generally applicable to US persons. Additionally, a purchaser of Neuphoria Shares from a Non-US Holder may withhold 15% of the purchase price.

Gain recognised by Non-US Holders who have directly, indirectly, and constructively owned 5 percent or less of the outstanding Neuphoria Shares during the 5-year period ending on the date of any sale or disposition will generally not be treated as effectively connected with a US trade or business and will therefore not be subject to US taxation as described immediately above, provided that Neuphoria Shares are regularly traded on an established securities market. Neuphoria Shares generally will be considered to be regularly traded on an established securities market if they are regularly quoted by brokers or dealers making a market in such interests. If the Neuphoria Shares are not considered regularly traded, then the exception for Non-US Holders who have owned 5 percent or less of the Neuphoria Shares described above will not be applicable.

Distributions, if any, paid on Neuphoria Shares will be treated as dividends to the extent of Neuphoria’s current and accumulated earnings and profits. Any amount distributed in excess of Neuphoria’s current earnings and profits will first be treated as a tax-free return of capital to the extent of a US Holder’s basis in the Neuphoria Shares with respect to which the distribution was received. Amounts in excess of a US Holder’s basis in the Neuphoria Shares will be treated as capital gain subject to the treatment described above in “Sale or Other Disposition of Neuphoria Shares.”

Dividends paid to a Non-US Holder will generally be subject to withholding tax at a 30% rate unless the Non-US Holder is eligible for the benefits of an income tax treaty that provides for a reduced rate of withholding and such Non-US Holder establishes its eligibility for the reduced rate by providing a valid Form W-8BEN or Form W-8BEN-E (or other applicable documentation). If a Non-US Holder is eligible for a reduced rate of withholding, such Non-US Holder may file a refund claim with the IRS for a refund of any amounts withheld in excess of such reduced rate.

Although distributions that are treated as a return of capital or as capital gain are generally not subject to withholding, distributions from USRPHCs are generally subject to withholding. As noted above, it is anticipated that Neuphoria will be treated as a USRPHC immediately after the Scheme. Accordingly, it is anticipated that Neuphoria will withhold 15% of any amount distributed that is not a dividend. Non-US Holders can file a US tax return and claim a refund of any amount withheld with respect to a return of capital distribution or a capital gain distribution (to the extent the amount withheld exceeds such Non-US Holder’s tax due). Certain Non-US Holders may be entitled to an Australian foreign income tax offset (“FITO”) with respect to any amounts of tax withheld.

Payments to Non-US Holders of dividends on Neuphoria Shares will generally not be subject to backup withholding, and payments of proceeds made to Non-US Holders by brokers upon a sale of Neuphoria Shares will generally not be subject to information reporting or backup withholding, in each case so long as the Non-US Holder certifies its non-resident status (and Neuphoria or its paying agent do not have actual knowledge or reason to know that the Non-US Holder is a US person or that the conditions of any other exemption are not, in fact, satisfied) or otherwise establishes an exemption. The certification procedures to claim a reduced rate of withholding under an income tax treaty described above in “Distributions on Neuphoria Shares” will generally satisfy the certification requirements necessary to avoid backup withholding. Copies of information returns with respect to dividends that are filed with the IRS may also be made available to tax authorities of the country in which the Non-US Holder resides.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a Non-US Holder’s US federal income tax liability. A Non-US Holder generally may obtain a refund of any amounts withheld under the backup withholding rules in excess of such Non-US Holder’s US federal income tax liability by filing the appropriate claim for refund with the IRS in a timely manner and furnishing any required information.

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (commonly referred to as the Foreign Account Tax Compliance Act or “FATCA”) on certain types of payments made to non-US financial institutions and certain other non-US entities. Specifically, a 30% withholding tax may be imposed on payments of dividends if paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution enters into an agreement with the United States Department of the Treasury to undertake certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution which entered into the agreement in (1) above, the diligence and reporting requirements include, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. An intergovernmental agreement governing FATCA between the United States and an applicable foreign country may modify the requirements described in this paragraph.

The FATCA withholding tax will apply to all “withholdable payments” (as defined in the Code) without regard to whether the beneficial owner of the payment would otherwise be entitled to an exemption from or reduction of withholding tax pursuant to an applicable tax treaty with the United States or under other provisions of the Code. Non-US Holders are urged to consult their tax advisors regarding the potential application of withholding under FATCA to their investment in Neuphoria Shares.

THE US FEDERAL INCOME TAX SUMMARY SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. HOLDERS OF, OPTIONS, SHARES, AND AFTER THE SCHEME, NEUPHORIA SHARES, SHOULD CONSULT THEIR TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDERS OF THE SCHEME, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, AND NON-US TAX LAWS.

The following is a general description of the Australian tax consequences of the Scheme (assuming it is implemented) for Bionomics Shareholders. It does not consider the tax consequences that may arise on the exchange of Bionomics Options and Bionomics Warrants for equivalent options and performance rights in Neuphoria.

The following description does not constitute tax advice and should not be relied upon as such. It is based upon the Australian tax law and administrative practice in effect at the date of this Scheme Booklet. It is general in nature and is not intended to be an authoritative or complete statement of the laws applicable to the particular circumstances of a Bionomics Shareholder. Bionomics Shareholders are advised to seek their own independent professional tax advice in relation to their own particular circumstances.

The comments set out below are relevant only to those Bionomics Shareholders who hold their Bionomics Shares on capital account. The description does not apply to Bionomics Shareholders who:

Bionomics Shareholders who are tax residents of a country other than Australia (whether or not they are also residents, or are temporary residents, of Australia for tax purposes) should take into account the tax consequences of the Scheme under the laws of their country of residence, as well as under Australian law. These comments relate to Australian tax law only.

This tax summary is based on Australian income tax, GST and duty law and relevant regulations, rulings or judicial or administrative interpretations of such tax laws as at the date of this Scheme Booklet.

The disposal of Bionomics Shares held on capital account to Neuphoria by an Australian resident Bionomics Shareholder will constitute a capital gains tax (CGT) event A1 and may result in a capital gain or loss for income tax purposes (subject to any scrip for scrip roll-over relief that may be available).

The time of the CGT event will be when the Bionomics Shareholders transfer their Bionomics Shares to Neuphoria under the Scheme (i.e. the Implementation Date)

Calculation of capital gain or capital loss (apart from CGT roll-over relief)

Bionomics Shareholders will make:

Subject to choosing to apply CGT roll-over relief, a Bionomics Shareholder who makes a capital gain on the disposal of their Bionomics Shares will be required to include the net capital gain (if any) for that income year in their assessable income. In this regard, capital gains and capital losses of a taxpayer in a year of income from Bionomics Shares and any other relevant CGT events are aggregated to determine whether there is a net capital gain or net capital loss.

Any net capital gain is to be included in a Bionomics Shareholder’s assessable income, and is potentially subject to income tax. A net capital loss may not be deducted against other income for income tax purposes, but may be carried forward to offset future capital gains. Where a Bionomics Shareholder is a company, certain specific loss rules apply. These rules may limit the ability to offset capital losses in a current or later income year.

Cost base of Bionomics Shares

The cost base of the Bionomics Shares of a Bionomics Shareholder will generally include the amount paid, and the market value of any property given, to acquire the Bionomics Shares, plus any non-deductible incidental costs of acquisition and disposal (e.g. brokerage fees and legal costs).

The reduced cost base of the Bionomics Shares of a Bionomics Shareholder will be determined in a similar manner to the cost base, although some differences in the calculation of reduced cost base do exist depending on the relevant Bionomics Shareholder’s circumstances.

Capital proceeds

The capital proceeds for the disposal of the Bionomics Shares of a Bionomics Shareholder will be the Scheme Consideration, which should be equal to the market value of the Neuphoria Shares received under the Scheme.

CGT discount

Individuals, complying superannuation entities or trustees that have held their Bionomics Shares for at least 12 months (excluding the date of acquisition and disposal) may be entitled to benefit from the CGT discount to reduce the amount of any capital gain derived (after application of capital losses) from the disposal of their Bionomics Shares by:

The CGT discount will not be available to a Bionomics Shareholder that is a company or otherwise considered a corporate tax entity. Bionomics Shareholders who are trustees should seek their own independent professional advice on how the CGT discount provisions will apply to them and the trust’s beneficiaries.

Bionomics Shareholders who make a capital gain on the disposal of their Bionomics Shares under the Scheme may choose to apply CGT roll-over relief to the extent they receive Neuphoria Shares in respect of their Bionomics Shares.

If CGT roll-over relief is available and chosen by a Bionomics Shareholder, the capital gain realised from the disposal of the particular Bionomics Shares will be disregarded. Consequently, the disregarded capital gain is excluded from the calculation of the net capital gains or the carry-forward capital loss balance of the Bionomics Shareholder.

Whether a Bionomics Shareholder has made the choice to apply CGT roll-over is generally evidenced by the way in which that Bionomics Shareholder prepares their income tax return. There is no need to lodge a separate notice with the ATO.

Where a Bionomics Shareholder has chosen CGT roll-over relief, the following should apply:

The benefit of choosing CGT roll-over relief will depend upon the individual circumstances of each Bionomics Shareholder.

Where CGT roll-over relief is not chosen or is not available in relation to a Bionomics Shareholder’s disposal of Bionomics Shares under the Scheme, the following should apply:

Dividends on Neuphoria Shares

An Australian resident shareholder will generally have to include the gross amount of any dividend received from their Neuphoria Shares in their assessable income for the relevant income year.

Where foreign withholding tax has been paid on any dividend received from the Neuphoria Shares, the Australian resident shareholder may be able to claim a non-refundable foreign income tax offset and use it to reduce their tax liabilities in the relevant year (subject to certain limits).

Future disposal of Neuphoria Shares

Where an Australian resident shareholder subsequently disposes of their Neuphoria Shares, a CGT event will arise which may give rise to a capital gain or loss.

The cost base and acquisition date of the Neuphoria Shares, and eligibility to claim the CGT discount, are described above.

For Bionomics Shareholders who are not Australian tax residents (including Ineligible Overseas Shareholders), the disposal of their Bionomics Shares should have no CGT consequences if the Bionomics Shares are not “taxable Australian property”.

The Bionomics Shares held by a non-resident Bionomics Shareholder will be “taxable Australian property” where:

As at the date of this Scheme Booklet, Bionomics considers that Bionomics Shares should not constitute “indirect Australian real property interests” on the basis that the value of Bionomics is not principally attributable to Australian real property interests.

On the basis that Bionomics does not consider that the Bionomics Shares held by Bionomics Shareholders would constitute “indirect Australian real property interests”, Australia’s foreign resident CGT withholding regime should not apply. Accordingly, no amount should be required to be withheld from the Scheme Consideration and paid to the Commissioner pursuant to Subdivision 14-D of the Taxation Administration Act 1953 in respect of foreign resident CGT withholding.

We note that as part of the 2024-25 Federal Budget, the Federal Government indicated that it would introduce reforms to the non-resident CGT regime which will commence starting 1 July 2025. These reforms include measures that seek to expand the definition of “taxable Australian property”. Based on the guidance available, it is not expected that these measures would result in Bionomics Shares constituting “indirect Australian real property interests” although as at the date of this Scheme Booklet, draft legislation has not been introduced. However, in any event, provided that the Implementation Date occurs before 1 July 2025 then the existing tax law outlined above should continue to apply.

Where a non-resident shareholder receives a dividend in respect of their Neuphoria Shares, those shareholders will generally not have to include the amount within their Australian assessable income for the relevant income year.

Where a non-resident shareholder disposes of their Neuphoria Shares, this will generally not give rise to a capital gain or a capital loss, provided that the Neuphoria Shares are not “taxable Australian property” at the time of disposal.

No Australian stamp duty should be payable by Bionomics Shareholders in relation to:

No GST should be payable by the Bionomics Shareholders in respect of their disposal of Bionomics Shares nor their acquisition of Neuphoria Shares under the Scheme.

Bionomics Shareholders who are registered for GST may not be entitled to input tax credits (or only entitled to reduced input tax credits) for any GST incurred on costs associated with their participation in the Scheme. Bionomics Shareholders should seek independent advice in relation to the impact of GST on their individual circumstances. 

This section sets out additional information required to be disclosed to Bionomics Shareholders pursuant to the Corporations Act and the Corporations Regulations, together with other information that may be of interest to Bionomics Shareholders.

The Bionomics Directors as at the date of lodgement of this Scheme Booklet for registration by ASIC were:

The following table shows the marketable securities of Bionomics owned by, or on behalf of, each Bionomics Director, or in which they have a Relevant Interest, as at the Last Practicable Date:

No Director of Bionomics holds Bionomics Shares in ADS form, or any Bionomics Warrants.

The Directors of Bionomics who hold Bionomics Shares will be Scheme Participants and receive Scheme Consideration in respect of the Bionomics Shares which they hold, as will be the case in respect of all other Scheme Participants.

All Bionomics Board members who hold Bionomics Shares intend to vote in favour of the Scheme in respect of all Bionomics Shares in which they have a Relevant Interest, subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Bionomics Shareholders.

No Bionomics Director has acquired or disposed of a Relevant Interest in any Bionomics Shares in the four-month period ending on the date immediately prior to the date of this Scheme Booklet.

Spyridon Papapetropoulos is the President and Chief Executive Officer of Neuphoria.

No Bionomics Director has a Relevant Interest in Neuphoria and no such persons are otherwise entitled to such securities as at the date of this Scheme Booklet.

Bionomics does not hold any Neuphoria Shares as at the date of this Scheme Booklet.

As at the date of this Scheme Booklet, Neuphoria does not hold any ordinary shares in Bionomics.

No Neuphoria Director acquired or disposed of a Relevant Interest in any Bionomics Shares in the four-month period ending on the date immediately before the date of this Scheme Booklet.

Spyridon Papapetropoulos is the President and Chief Executive Officer of Bionomics. As at the date of this Scheme Booklet, Dr Papapetropoulos has a Relevant Interest in 5,999,940 Bionomics Shares, being 0.67%. The nature of Dr Papapetropoulos’ Relevant Interest in Bionomics Shares is set out in the table below.

No other Neuphoria Director has a Relevant Interest in any Bionomics Shares and no such persons are otherwise entitled to such securities as at the date of this Scheme Booklet.

Other than as disclosed in this Scheme Booklet there is no payment or other benefit that is proposed to be made or given to any Bionomics Director or secretary or executive officer of Bionomics (or any of its Related Bodies Corporate) as compensation for the loss of, or as consideration for or in connection with their retirement from, office in Bionomics or any of its Related Bodies Corporate in connection with, or that is materially affected by the implementation of, the Scheme.

Other than as disclosed in this Scheme Booklet, during the four-month period before the date of this Scheme Booklet, neither Neuphoria, an Neuphoria Director or any associate of Neuphoria gave, or offered to give or agreed to give a benefit to another person which was likely to induce the other person or an associate of the other person to:

which benefit was not offered to all Bionomics Shareholders.

There are no agreements or arrangements made between any Bionomics Director and another person in connection with, or conditional on, the outcome of the Scheme other than as disclosed in this Scheme Booklet or in their capacity as a Bionomics Shareholder.

Other than as disclosed in this Scheme Booklet, no Bionomics Director, secretary or executive officer of Bionomics (or any of its Related Bodies Corporate) has agreed to receive, or is entitled to receive, any payment or benefit from Neuphoria which is conditional on, or is related to, the Scheme, other than in their capacity as a Bionomics Shareholder.

Other than as described in this Scheme Booklet, no Bionomics Director has an interest in any contract entered into by Neuphoria.

The Scheme, if implemented, is not expected to materially prejudice Bionomics’ ability to pay its creditors as it involves the acquisition of securities in Bionomics for consideration provided by a third party. No material new liability is expected to be incurred by Bionomics because of the implementation of the Scheme. Bionomics has paid and is paying all of its creditors within normal terms and is solvent and trading in an ordinary commercial manner.

Bionomics will incur external transaction costs in connection with the Scheme. Certain of these costs are conditional on the Scheme proceeding, and if the Scheme is implemented these will effectively be borne by Neuphoria who will have acquired Bionomics from implementation.

If the Scheme is implemented, Bionomics expects to pay an aggregate of approximately $900,000 (excluding GST) in external transaction costs in connection with the Scheme. These transaction costs are primarily payable to Bionomics financial, legal, tax and accounting advisors, the Independent Expert, the Share Registry and ASIC and Court filing fees.

It is not envisaged that any ASIC relief will be required for the purposes of the Scheme and no ASIC relief was required for the issue of this Scheme Booklet.

The following parties have given and have not withdrawn, before the time of registration of this Scheme Booklet by ASIC, their written consent to be named in this Scheme Booklet in the form and context in which they are named: