aibioNeuphoria Therapeutics gets Nasdaq notice over annual meeting requirement
Tickers NEUP
Neuphoria Therapeutics received a Nasdaq notice that it did not hold an annual meeting within a year of its June 30, 2024 fiscal year end. It has until September 1, 2025 to submit a plan, and its annual report for that year carries a going-concern warning with cash that, combined with an ATM facility, is expected to fund work into late in the first quarter of fiscal 2026.
Key facts
- Company
- Neuphoria Therapeutics Inc. (NASDAQ: NEUP)
- News type
- Listings
- Primary source
- Neuphoria Therapeutics Inc. Form 8-K filed July 18, 2025 (SEC EDGAR)
Neuphoria Therapeutics Inc. (Nasdaq: NEUP) received a Nasdaq deficiency notice dated July 18, 2025. The company did not hold an annual meeting of stockholders within twelve months after the end of its fiscal year ended June 30, 2024. The company reported the notice in a Form 8-K filed July 18, 2025 under Item 3.01. Spyridon Papapetropoulos, Chief Executive Officer, signed the report. The notice has no immediate effect on the listing of the common stock.
The rule and the deadline
The notice says Neuphoria is not in compliance with Nasdaq Listing Rule 5620(a), which requires a listed company to hold an annual meeting no later than one year after its fiscal year end. The company has until September 1, 2025 to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant an exception of up to 180 calendar days from the end of the fiscal year, or until December 29, 2025, to regain compliance.
The company's explanation
The company says it has held a shareholder meeting every year for several years, usually in November or December. It points to a meeting in December 2024 that approved its redomiciliation and scheme of arrangement to become a Delaware corporation, which it calls extensive. It says it had already planned to hold its 2025 annual meeting on or about November 2025, in line with past dates, and that this timing is consistent with the plan it intends to submit on time.
The 8-K also says the company looks forward to filing its annual report on or before September 30, 2025, with its annual meeting communications shortly after. The 8-K does not explain why the 2024 meeting was not held in the twelve-month window, and the company's explanation rests on the timing of past meetings rather than on the rule's deadline.
The business and the financing risk
Neuphoria's annual report for the fiscal year ended June 30, 2024 describes a clinical-stage biopharmaceutical company developing allosteric ion channel modulators for central nervous system disorders. Its lead candidate, BNC210, is an oral negative allosteric modulator of the alpha-7 nicotinic acetylcholine receptor, being developed for chronic treatment of post-traumatic stress disorder and for acute treatment of social anxiety disorder.
The report says the Phase 2b ATTUNE study enrolled 212 patients, randomized 1:1 to twice-daily 900 mg BNC210 or placebo for 12 weeks. The trial met its primary endpoint, the change in the Clinician-Administered PTSD Scale total symptom severity score from baseline to Week 12, with a p-value of 0.048. The report says a single additional Phase 3 trial is planned as part of a path to a new drug application for PTSD. The primary result is a narrow margin, and the report describes only start-up activities for the Phase 3 trial.
The company also has a long-standing strategic partnership with Merck & Co., Inc. in the United States and Canada to develop positive allosteric modulators of the same receptor family.
The financial position is weaker than the science. The annual report says the company's independent auditor included a going-concern explanatory paragraph, citing losses from operations and the need for additional capital. Management concluded there is substantial doubt about the company's ability to continue as a going concern within twelve months of the issuance date. The report says that, combined with an existing at-the-market, or ATM, facility, the company's cash and cash equivalents are expected to fund development into late in the first quarter of fiscal 2026. As of June 30, 2024, Neuphoria had eight full-time employees and sixteen part-time consultants.
What the notice leaves open
The 8-K is a notice about the annual meeting, not about the company's cash or trial plans. It gives no date for the 2025 meeting. It also gives no figure for the stock price or market value, and it does not say whether the company's ATM facility has been used since the fiscal year ended.
The company's own timetable runs through November 2025 for the meeting and September 30, 2025 for the annual report. Until those filings are made, the notice's Compliance Period is the only firm date in the record.