NEUP 10-K & 10-Q changes, risk factors and insider trading

Biopharmaceutical product development is a highly speculative undertaking and involves a substantial degree of risk. We are a clinical-stage biopharmaceutical company and commenced operations in 1996. To date, we have focused primarily on performing research and development activities, establishing our intellectual property portfolio (including acquisitions, in-licensing and out-licensing), discovering potential product candidates, conducting preclinical studies and clinical trials and raising capital. Our approach to the discoverydiscovering and development ofdeveloping product candidates is unproven, and we do not know whether we will be able to develop any products of commercial value. Our lead CNS product candidate, BNC210, is in clinical development, and our additional wholly owned CNS development programs remain in the preclinical or discovery stage. There is no guarantee that we will be able to continue the development ofdeveloping or advanceadvancing any product candidate into further clinical trialstrials, or meet the capital requirements necessary to further conduct such activities. We have no products approved for commercial sale and we have not yet demonstrated an ability to successfully obtain regulatory approvals, manufacture a commercial scalecommercial-scale product, or arrange for a third party to do so on our behalf or conduct sales and marketing activities necessary for successful product commercialization. Consequently, we cannot and do not make any predictions about our future success or viability as we have not had a history of successfully developing and commercializing biopharmaceutical products to date.

We have incurred significant operating losses since our inception. If ourwe product candidates aredo not successfully developeddevelop and approved,obtain approval for our product candidates, we may never generate any revenue. Our total accumulated deficit was $178.3$191.8 million for the fiscal year endedat June 30, 2025.2026. Substantially all our losses have resulted from expenses incurred in connection with our research and development programs, preclinical studies, clinical trials and from general and administrative costs associated with our operations. Our product candidates will require substantial additional development time and resources before we would be able to apply for or receive regulatory approvals and begin generating revenue from such product sales, if any. We expect to continue to incur losses for the foreseeable future, and we anticipate these losses will increase substantially as we conduct our ongoing and planned preclinical studies and clinical trials, initiate and scale our production capacity, seek regulatory approvals for our product candidates, hire additional personnel, obtain and protect our intellectual property, initiate further research and development and incur additional costs for commercialization or to expand our pipeline of product candidates.

We had cash and cash equivalents of $14.2$19.9 million as of June 30, 2025.2026. Our operating plans and other demands on our cash resources may change as a resultbecause of many factors currently unknown to us, and we may need to seek additional funds sooner than planned,planned through public or private equity or debt financings or other capital sources, including potentially collaborations, licenseslicenses, and other arrangements. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. The volatility of the capital markets, domestically and internationally, the impact of inflation and interest rates on the general economy, and economic downturns that are out of our control may affect the availability, amount and type of financing available to us in the future. Attempting to secureSeeking additional financing may divert our management from our day-to-day activities, which may adversely affect our ability to develop our product candidates.

the timing and amount of milestone or royalty payments we receive from out-licensees, such as Merck, Australian Cancer Therapeutics Cooperative Research Centre for Cancer Therapeutics (“CTx CRC”), or Carina;

Conducting clinical trials (especially if and as we move into Phase 3 clinical trials, which are typically substantially more expensive and of longer duration) and preclinical studies is a time consuming,time-consuming, expensive and uncertain process that takes years to complete, and we may never generate the necessary data or results required to obtain regulatory approval and achieve product sales. In addition, our product candidates, if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of products that we do not expect to be commercially available for many years, if at all.

Until such time, if ever, as we can generate substantial revenues, we expect to finance our business and operational needs through equity offerings, debt financingsfinancings, or other financing sources, including potentiallypotential collaborations, licenseslicenses, and other similar arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, investors’ ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect investors’ rights as a holder of our common stock. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

If we raise funds through future collaborations, licenses and other similar arrangements, we may have to relinquish valuable rights to our future revenue streams, research programs orprograms, product candidatescandidates, or grant licenses on terms that may not be favorable to us and/or that may reduce the value of our common stock. We may also lose control of the development of our products or product candidates, such as the pace and scope of clinical trials, as a result of such third-party arrangements. If we are unable to raise funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market products or product candidates that we would otherwise prefer to develop and market ourselves.

If we issue warrant(s), then such warrant(s) will entitle the holder to receive additional securities from us, diluting your ownership interest. For example, in the Privateprivate Placementplacement offering that we consummated in June 2024, the warrantswarrant issued in the first tranche of that offering entitled the investor to purchase up to an aggregate of 18,932,477 ADSs (or 1,577,706 shares of common stock on a post redomiciliation basis),stock, of which a 6,279,905 Pre-Funded Warrant (or a Pre-Funded Warrant exercisable for 523,325 shares of common stock onforming posta redomiciliationpart basis)thereof had been issued. The sale of additional shares of common stock or warrant, or the perception that such sales could occur, could cause the market price of our common stock to decline or become more volatile.

Sales of a substantial number of our shares of Common Stock by significant existing shareholders in the public market, or the perception that such sales may occur, could depress the trading price of our shares of Common Stock.Stock, and if there were a change of control transaction, the warrant holder may be entitled to significant cash payment in lieu of exercise thereunder.

In particular, on May 31, 2024, prior to our redomiciliation, we had entered into a Securities Purchase Agreement with Armistice Capital Master Fund Ltd. (“Armistice”) pursuant to which the Company agreed to issue and sell in the above described Private Placement offering a certain number of restrictedour ADSs, a pre-funded warrant to purchase ADSssecurities and an accompanying 5-year cash purchase warrant ("Accompanying Warrant").

In connection with the first tranche of the Private Placement, we issued an Accompanying Warrant to purchase up to 12,652,572 ADSs (equal to 1,054,381 shares of common stock post(on redomiciliationa post-redomiciliation basis) at an exercise price of US$11.88$11.88 per share) (or pre-funded warrant in lieu thereof),share, which Accompanying Warrant remains issued and outstanding as of the date of this Annual Report. The Accompanying Warrant is immediately exercisable and remains exercisable until June 2, 2029. However, Armistice may not exercise the Accompanying Warrant to the extent such exercise would cause it to beneficially own a number of shares of common stock that would exceed 4.99% of our then outstanding shares of common stock following such exercise.

The trading price of our common stock on the Nasdaq Global Market has been highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. These factors include but are not limited to the “Risk Factors” noted below and as set forth in our Annual Report and positive, negativenegative, or unexpected developments relating to:

the success of our testing and clinical trials; the success of our efforts to acquire or license or discover additional product candidates;

From time to time, the global credit and financial markets have experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that future deterioration in credit and financial markets and confidence in economic conditions will not occur. Our business strategy and performance may be adversely affected by any such economic downturn, volatile business environment or continued unpredictable and unstable market conditions. The financial markets and the global economy may also be adversely affected by the current or anticipated impact of military conflict, including the conflict between Russia and Ukraine, conflicts in Iran and the Middle East, terrorism or other geopolitical events. Sanctions imposed by the United States and other countries in response to such conflicts, trade disputes, illegal immigration, drug trafficking and more may also adversely impact the financial markets and the global economy, and any economic countermeasures by the affected countries or others could exacerbate market and economic instability. If the current equity and credit markets deteriorate or become illiquid, it may make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could havematerially aand materialadversely adverse effect onaffect our business, financial condition andcondition, results of operationsoperations, and the price of our common stock.

If we fail to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements, continued listing requirements such as the minimum $1.00 closing bid price requirement, Nasdaq could take steps to delist our common stock. Any failure by us to comply with Nasdaq’s continued listing standards could result in a deficiency notice and, if not cured within the applicable period, could result in delisting. Our shares of common stock are currently listed on the Nasdaq Global Market. While we have always strived to maintain full compliance with applicable Nasdaq listing standards, we have in the pastpreviously received notices of non-compliance, which we have addressed and successfully resolved. For example, Onon July 18, 2025, the Company received a deficiency notification letter (the “Notice”) from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”). The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5620(a) (the “Listing Rule”) as a result of the Company’s failure to hold an annual general meeting of stockholders within twelve months of the end of the Company’s fiscal year ended June 30, 2024. The Listing Rule requires that a Nasdaq-listed company hold an annual meeting of shareholders no later than one year after the end of the company’sCompany’s fiscal year end. WhilePursuant to and in response to that Notice, the Company hadtimely heldsubmitted its plan to Nasdaq to regain compliance with the Listing Rule (the “Plan”). In response to the Company’s Plan, on September 10, 2025, Nasdaq provided the Company further notice that it has accepted our Plan and granted the Company an extension of 180 calendar days from the end of the Company’s fiscal year, or until December 29, 2025, to regain compliance with the Listing Rule. To that end, the Company timely filed a substantialProxy Statement with the SEC, together with a notice of shareholder meeting in December 2024, in part to obtain approvalmeeting, related to its redomicilation as a Delaware corporation, to remedy the JulyCompany’s non-compliance2025 noticeannual fromgeneral Nasdaq,shareholder themeeting. The Company planssuccessfully to holdheld its 2025 annual general shareholder meeting on or about November or December 2025,12, in-line with past annual shareholder meeting dates,2025 in satisfaction of the compliance item provided in the Notice. As a result, on December 18, 2025, the Company received a further written Notice from Nasdaq’s Staff stating that it has determined that the Company has regained compliance with the Listing Rule and this matter is now closed.

It should be noted, however, that anyAny future Nasdaq action relating to a delisting could have a negative effect on the price of our common stock, impair the ability to sell or purchase our common stock or other securities when persons wish to do so, and any such delisting action may materially adversely affect our ability to raise capital or pursue strategic restructuring, refinancing or other transactions on acceptable terms, or at all. Delisting from the Nasdaq Global Market could also have other negative results, including the potential loss of institutional investor interest, reduced research coverage, and fewer business development opportunities.

As a publicly-traded company in the United States, and particularly if we cease to be an “emerging growth company” as defined in the JOBS Act, we continue to and will incur substantial legal, accounting and other expenses as a result of the reporting requirements of the Exchange Act. In addition, Sarbanes-Oxley Act, along with rules promulgated by the SEC, and Nasdaq, where our common stock trades, have significant requirements on public companies, including many changes involving corporate governance. Management and other company personnel devote a substantial amount of time to ensuring our compliance with these regulations. Accordingly, our legal, accounting and financial compliance expenses have significantly increased, and certain corporate actions have become more time-consuming and costly. For example, these regulations have made it more difficult to attract and retain qualified members of our board of directors and various corporate committees. ObtainingAs a public company, obtaining director and officer liability insurance is significantly more expensive as a public company.expensive.

Pursuant to Section 404(a) of Sarbanes-Oxley, our management is required to report upon the effectiveness of our internal control over financial reporting. This assessment will need tomust include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting that results in more than a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. To comply with the requirements of being a reporting company under the Exchange Act, we will need to upgrade our information technology systems, implement additional financial and management controls, reporting systems and proceduresprocedures, and hire additional accounting and finance staff. If we or, if required, our auditor is unable to conclude that our internal control over financial reporting is effective, investors may lose confidence in our financial reporting and the trading price of our ADSscommon stock may decline.

Section 404(b) of the Sarbanes-Oxley Act also generally requires an attestation from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. For as long as we remain an emerging growth company, we intend to take advantage of the exemption permitting us not to comply with the independent registered public accounting firm attestation requirement. When we lose our status as an “emerging growth company” and reach an accelerated filer threshold, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting.

We cannot be certain as to when we will be able to implement the requirements of Section 404(b) of the Sarbanes-Oxley Act. Any failure to implement these requirements in a timely manner or to maintain internal control over our financial reporting could severely inhibit our ability to accurately report our financial condition, results of operationsoperations, or cash flows. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting once that firm begins its Section 404(b) reviews, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

The stock markets have, from time to time, experienced significant price and volume fluctuations that have affected the market prices for the shares of biotechnology and pharmaceutical companies. These broad market fluctuations as well as a broad range of other factors, including the realization of any of the risks described in the “Risk Factors” section of this Annual Report, may cause the market price of our common stock to decline. In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. This risk is especially relevant for us because biotechnology and pharmaceutical companies generally experience significant share price volatility. We may become involved in this type of litigation in the future. Litigation often is expensive and diverts management’s attention and resources, which could adversely affect our business. Any adverse determination in any such litigationlitigation, or any amounts paid to settle any such actual or threatened litigationlitigation, could require that we make significant payments.

Our financial statements in prior years had been prepared assuming that we will continue as a going concern.

The cumulative effect of these factors could result in large fluctuations and unpredictability in our operating results. As a result, period-to-period comparisons of our operating results on a period-to-period basis may not be meaningful. Investors should not rely on our past results as an indication of future performance. This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any guidelines we may provide to the market, or if the guidelines we provide to the market are below the expectations of analysts or investors, this could adversely affect the trading price of our common stock. Such a decline could occur even when we have met any previously publicly stated revenue or earnings guidance we may provide.

For the fiscal years ended June 30, 20252026 and 2024,2025, we recognized a refundable tax offset of approximately $300,000$800,000 and $95,000,$300,000, respectively. Entitlement to tax offsets under the Research and Development Tax Incentive for eligible research and development purposes is based on an annual application to the Australian Government. For overseas activities that havewith a significant scientific link to the Australian activities, the expenditure in Australia needsmust to be greater thanexceed the expected overseas expenditure to be eligible.

In the event ofIf our research and development expenditures beingare deemed “ineligible,” then our incentives would decrease,decrease and our future cash flows would be negatively affected. In addition, the Australian Government may modify the requirements of, reduce the amounts of the tax offset entitlement under, or discontinue the Research and Development Tax Incentive program. If the Research and Development Tax Incentive program waswere discontinued, or if the tax incentive rate waswere reduced, it would havenegatively a negative effect onaffect the size of future refundable tax offsets and our future cash flows.

While inflation in the United States had beenwas relatively low for a number of years through 2020, beginning in 2021 and continuing today, the economy in the United States encounteredhas experienced a materialmaterially higher level of inflation. While inflation has recently reduced, there is uncertainty whether inflation will continue and how long, and at what rate. Increases in inflation raise our costs for commodities, labor, materials and services and other costs required to grow and operate our business, and failure to secure these goods and services on reasonable terms may adversely impact our financial condition, operations and cash flows.

In order to obtain FDA approval to market a new small molecule product, we must demonstrate the safety and efficacy of our product candidates in humans to the satisfaction of the FDA. To meet these requirements, we will have tomust conduct adequate andadequate, well-controlled clinical trials.

Delays or failure in the completion of any preclinical studies or clinical trials of our product candidates will increase our costs, slow down our product candidate development and approval process and delay or potentially jeopardize our ability to commence product sales and generate product revenue. In addition, many of the factors that cause,cause or lead to,to a delaydelays in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our product candidates. Any delays to or failure in our preclinical studies or clinical trials that occur as a result could shorten any period during which we may have the exclusive right to commercialize our product candidates and our competitors may be able to bring products to market before we do, and the commercial viability of our product candidates could be significantly reduced. Any of these occurrences may significantly harm our business, financial conditioncondition, and prospects significantly.prospects.

We have entered Phase 3 of our development efforts for BNC210 in SAD and are preparing to enter into Phase 2b/3 of our development efforts for BNC210 in PTSD. If we are unable to commercialize our product candidates or experience significant delays in doing so, our business will be materially harmed.

Our ability to become profitable depends upon ourthe Company's ability to generate revenue. To date wethe haveCompany has not generated any sales revenue from our product candidates, and we do not expect to generate any revenue from the sale of drugs in the near future. We do not expect to generate revenue from product sales unless and until we complete the development of, obtain marketing approval for, and begin to sell,selling, one or more of our product candidates. We are also unable to predict when, if ever, we will be able to generate revenue from such product candidates due to the numerous risks and uncertainties associated with drug development, including the uncertainty of:

We expect to incur significant sales and marketing costs aswith we preparerespect to commercializeany ourcommercialization of current or future product candidates. Even if we initiate and successfully complete pivotal or registration-enabling clinical trials of our current or future product candidates, and our current or future product candidates are approved for commercial sale, and despite expending these costs, our current or future product candidates may not be commercially successful. We may not achieve profitability soon after generating drug sales, if ever. If we are unable to generate revenue, we will not become profitable and may be unable to continue operations without continued funding.

Moreover, somepotential of ourfuture clinical trials willmay compete with other companies’ clinical trials that are in the same therapeutic areas as our current or future product candidates, and this competition reduces the number and types of patients available to us, as some patients who would otherwise be eligible for our clinical trials may instead enroll in clinical trials of our competitors’ current or future product candidates. Because the number of qualified clinical investigators and clinical trial sites is limited, we expect to conduct some of our clinical trials at the same clinical trial sites that some of our competitors use, which will reduce the number of patients who are available for our clinical trials at such clinical trialthose sites. In addition, there may be limited patient pools from which to draw for clinical studies. In addition to the rarity of some diseases, the eligibility criteria of our clinical studies may further limit the pool of available study participants as we will require that patients have specific characteristics that we can measure or to assure their disease is either severe enough or not too advanced to include them in a study.

the proximity and availability of clinical trial sites for prospective patients; and the risk that patients enrolled in clinical trials will drop out of the trials before completion.

These factors may make it difficult for us to enroll enough patients to complete our clinical trials in a timely and cost-effective manner. Our inability to enroll a sufficient number of patients for our clinical trials would result in significant delays or may require us to abandon one or more clinical trials altogether. Enrollment delays in our clinical trials may result in increasedincrease development costs for our product candidates and jeopardize our ability to obtain marketing approval forto the sale ofsell our product candidates. Furthermore, even if we are able to enroll a sufficient number of patients for our clinical trials, we may have difficulty maintaining participation in our clinical trials through the treatment and any follow-up periods.

Our current or future product candidates and the activities associated with their development and commercialization, including their design, testing, manufacture, safety, efficacy, recordkeeping, labeling, storage, approval, advertising, promotion, sale, distribution, import and export, are subject to comprehensive regulation by the FDA and other regulatory agencies in the U.S. and by comparable authorities in other countries. Before we can commercialize any of our current or future product candidates, we must obtain marketing approval from the regulatory authorities in the relevant jurisdictions. We have not received approval to market any of our current or future product candidates from regulatory authorities in any jurisdiction, and it is possible that none of our current product candidates, nor any product candidates we may seek to develop in the future, will ever obtain regulatory approval. Securing regulatory approval requires the submission of extensive preclinical and clinical data and supporting information to the various regulatory authorities for each therapeutic indication to establish the product candidate’s safety and efficacy. Securing regulatory approval also requires the submission ofsubmitting information about the drug manufacturing process to, and inspection ofhaving manufacturing facilities inspected by, the relevant regulatory authority. Our current or future product candidates may not be effective, may be only moderately effective or may prove to have undesirable or unintended side effects, toxicities or other characteristics that may preclude our obtaining marketing approval or prevent or limit commercial use. In addition, even if we believe that our trials demonstrate the safety and/or effectiveness of a product candidature, regulatory authorities may not agree with our interpretation of the results of our trials and conclude that the data are not adequate to support approval.

If unacceptable side effects arise in the development of our product candidates, we, the FDA, the IRBs at the institutions in which our studies are conducted, or the data safety monitoring board, could suspend or terminate our clinical trials or the FDA or comparable regulatory authorities could order us to cease clinical trials or deny approval of our product candidates for any or all targeted indications. Treatment-related side effects could also affect patient recruitment or the ability of enrolled patients to complete the trial or result in potential drug liability claims. In addition, these side effects may not be appropriately recognized or managed by the treating medical staff. We expect to have to train medical personnel using our product candidates to understand the side effect profiles for our clinical trials and upon any commercialization of any of our product candidates. Inadequate training in recognizing or managing the potential side effects of our product candidates could result in patient injury or death. Any of these occurrences may significantly harm our business, financial conditioncondition, and prospects significantly.prospects.

Further, our current or future product candidates could cause undesirable side effects in clinical trials related to on-target toxicity. If on-target toxicity is observed, or if our current or future product candidates have characteristics that are unexpected, we may need to abandon their development or limit development to more narrow uses or subpopulations in which the undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective. Many compounds that initially showed promise in early-stage testing havewere later been found to cause side effects that prevented further development of the compound.development.

We have obtained a Fast Track designation for BNC210 for the treatment of PTSD and other trauma-related and stressor-related disorders as well as for the acute treatment of anxiety in SAD patients and other anxiety-related disorders. We may also seek Fast Track designation or Breakthrough Therapy designation for one or more of our other current or future product candidates.

If the market opportunities for our product candidates in SAD, PTSD,PTSD or other indications we may pursue are smaller than we estimate or if any approval that we obtain is based on a narrower definition of the patient population, our revenue and ability to achieve profitability will be adversely affected, possibly materially.

The precise incidence and prevalence for the indications being pursued for our current and future product candidates is currently unknown. Our projections of both the number of people who have these diseases,diseases as well asand the subset of people with these diseases who have the potential to benefit from treatment with our product candidates,candidates are based on estimates. The total addressable market opportunity for these product candidates and future product candidates will ultimately depend upon, among other things, each product candidate’s proven safety and efficacy, the diagnosis criteria included in the final label for each, whether our product candidates are approved for sale for these indications, acceptance by the medical community and patient access, product pricing and reimbursement. The number of patients for our product candidates in the U.S. and elsewhere may turn out to be lower than expected, patients may not be otherwise amenable to treatment with our products, or new patients may become increasingly difficult to identify or gain access to, all of which would adversely affect our results of operations and our business.

For example, even if the FDA grants marketing approval of a product candidate, we may not obtain approvals in other jurisdictions, and comparable regulatory authorities in foreign jurisdictions must also approve the manufacturing, marketing and promotion and reimbursement of the product candidate in those countries. However, a failure or delay in obtaining marketing approval in one jurisdiction may havenegatively a negative effect onaffect the regulatory approval process in others. Approval procedures vary among countries and can involve additional product candidate testing and administrative review periods different from those in the United States. The time required to obtain approvals in other countries might differ substantially from that required to obtain FDA approval. The marketing approval processes in other countries generally implicate all of the risks detailed above regarding FDA approval in the United States as well as other risks. In particular, in many countries outside of the United States, products must receive pricing and reimbursement approval before the productthey can be commercialized. Obtaining this approval can resultsubstantially in substantial delays indelay bringing products to market in such countries.

Disruptions at the FDA, patent offices in the United States and abroad and other agencies caused by funding shortages or global health concerns may also slow the time necessary for new or modified products to be developed, approved, or commercialized, which would adversely affect our business. For example, in recent years, including for 3543 days beginning on DecemberOctober 22,1, 2018,2025, the U.S. government shut down several times and certain regulatory agencies, such as the FDA and the SEC, had to furlough critical employees and stop critical activities.

We have conducted and may in the future choose to conduct one or more of our clinical trials outside the United States, including in Australia, New Zealand, Singapore, France and the United Kingdom. The acceptanceFDA ofor an applicable foreign regulatory authority may accept study data from clinical trials conducted outside the United States or another jurisdiction by the FDA or applicable foreign regulatory authority may bejurisdiction, subject to certain conditions. In cases where data from foreign clinical trials are intended to serve as the basis for marketing approval in the United States, the FDA will not approve the application on the basis of foreign data alone unless the following are true: (i) the data are applicable to the United States population and United States medical practice; (ii) the studies were performed by clinical investigators of recognized competence and pursuant to GCP regulations; and (iii) the data are considered valid without the need for an on-site inspection by the FDA or, if the FDA considers such an inspection to be necessary, the FDA is able to validate the data through an on-site inspection or other appropriate means. Additionally, the FDA’s clinical trial requirements, including sufficient size of patient populations and statistical powering, must be met. In addition, even where the foreign study data are not intended to serve as the sole basis for approval, the FDA will not accept the data as support for an application for marketing approval unless the study is well-designed and well-conducted in accordance with GCP and the FDA is able to validate the data from the study through an onsite inspection if deemed necessary. Many foreign regulatory bodies have similar requirements. In addition, such foreign studies would be subject to the applicable local laws of the foreign jurisdictions where the studies are conducted. There can be no assurance the FDA or applicable foreign regulatory authority will accept data from trials conducted outside of the United States or the applicable jurisdiction. If the FDA or any applicable foreign regulatory authority does not accept such data, it would result in the need for additional trials, which would be costly and time-consuming and delay aspects of our business plan, and which may result in our product candidates not receiving approval for commercialization in the applicable jurisdiction.

WeAs part of our ongoing strategic review of our operations and portfolio, we are advancingassessing plans for our lead product candidate, BNC210, an oral, proprietary, selective NAM of the α7 receptor, for the the acute treatment of Social Anxiety Disorder (“SAD”) and chronic treatment of Post-Traumatic Stress Disorder (“PTSD”)., Therewhich remainsprogram we have paused to allow for a significantbroader unmet medical need for the over 27 million patientsassessment in thelight Unitedof Statespotential alonestrategic sufferingtransactions, from SADstructure and PTSD.timing.

There remains a significant unmet medical need for the over 9 million patients in the United States alone suffering from PTSD. BNC210 is a first-of-its-kind, well tolerated, broad spectrum anti-anxiety experimental therapeutic, designed to restore neurotransmitter balance in relevant brain areas, providing rapid relief from stress and anxiety symptoms without the common pitfalls of sedation, cognitive impairment, or addiction. 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.

Our ability to generate revenue from product sales sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of one or more of our product candidates. As of June 30, 2025,2026, our operations have been financed primarily by aggregate net proceeds of $193.0$211.0 million from the sale and issuances of our equity, $29.2 million in the form of upfront payments, research funding, and a milestone payment from the 2014 Merck License Agreement,Agreement (the "Merck Agreement"), and $67.1$67.9 million from Australian research and development credits and government grants and assistance.

In accordance with ASC 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these consolidated financial statements are issued. The Company incurred a net losslosses of $13.5 million and $0.4 million for the twelve months ended June 30, 2025 inclusive of the receipt of milestone payments associated with our research collaboration2026 and licensing2025, agreements and incurred a net loss of $15.5 million for the twelve months ended June 30, 2024.respectively. The Company also generatedused $0.1$12.4 million of cash forin operating activities during the twelve months ended June 30, 2025.2026.

In September 2014, we entered the 2014 Merck Research Collaboration and License Agreement to develop compounds targeting cognitive dysfunction associated with Alzheimer’s disease and other central nervous system conditions. Pursuant to the Merck Agreement, we received upfront payments totaling $17 million, another $10 million in February 2017 when the first compound from the collaboration entered Phase 1 clinical trials, and another $15 million in March 2025 upon the first dosing of a patient in a Phase 2 clinical trial. WeUnder arethe alsoagreement, as amended, Neuphoria is eligible to receive up to an additionalaggregate of $450 million in milestone payments comprised of $275 million for the achievement of certain development milestones and $175 million in potential commercial milestones.milestones, plus royalties on net sales of any licensed medicines.

On March 14, 2025, the Company and Merck executed the Fifth Amendment to the Research Collaboration and LicenseMerck Agreement which amended the patent royalty rate set out in the Merck Agreement, such that, conditioned upon achievement of net sales thresholds set forth in the Merck Agreement, as amended, the Company will be paid royalties on net sales ranging from a low single digits percentage to a low sub-teens percentage, depending on net sales volume. There were no other changes in the transaction price during the twelve months ended June 30, 2025.2026.

In November 2020, we entered into an IP license agreement (the “Carina Biotech License”) with Carina Biotech ("Carina"). Pursuant to the Carina Biotech License, we are eligible to receive approximately $75.8A$2.0 million and A$3.0 million in certain development and regulatory milestone payments if Carina advances the development of the therapy to a Phase 2 or Phase 3 trial.trial, respectively. Carina is also obligated to pay us royalties on its net sales of licensed products, on a country-by-country and product-by-product basis, ranging from the low single digits to the mid-single digits, subject to certain specified deductions. Royalties are payable until the later of expiration of all licensed patents covering the licensed products, or expiration of all data exclusivity with respect to the licensed product. If Carina enters into one or more sublicensing agreements relating to the licensed product, we are eligible to receive a percentage of sublicensing revenues. On October 30, 2024, Carina made a milestone payment to the Company in the gross amount of A$1,000,000 which was recorded as revenue in the Consolidated Statement of Operations and Other Comprehensive Income (Loss) during the twelve months ended June 30, 2025, included in this Form 10-K.

successful completion of our planned Phase 3 clinical trials in SADPTSD, andif PTSD.reinstated.

We may never succeed in achievingachieve regulatory approval for any of our product candidates. We may obtain unexpected results from our preclinical studies and clinical trials.trials, if reinstated. We may elect to discontinue, delaydiscontinue or modify paused clinical trials of some product candidates or focus on others. A change in the outcome of any of these factors could mean a significant change in the costs and timing associated with the development of our current and future preclinical and clinical product candidates. For example, if the FDA or another regulatory authority were to require us to conduct clinical trials beyond those that we currently anticipate will be required for the completion of clinical development, or if we experience significant delays in execution of or enrollment in any of our preclinical studies or clinical trials, we could be required to expend significant additional financial resources and time on the completion of preclinical and clinical development.

Research and development activities accounthave historically accounted for a significant portion of our operating expenses. WeAssuming we do not consummate the proposed Merger, or if we do consummate the proposed Merger and our successor continues to conduct research and development activities, we expect our future research and development expenses to increase substantiallysubstantially, forincluding the foreseeable future as we continue to implementif our businesspaused strategy,programs whichare includesreinstated. advancing BNC210 through clinical development and other product candidates into clinical development, expanding our research and development efforts, including hiring additional personnel to support our research and development efforts, and seeking regulatory approvals for our product candidates that successfully complete clinical trials. In addition, product candidates in later stages of clinical development generally incur higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. As a result, we expect our research and development expenses to increase as our product candidates advance into later stages of clinical development. However, weWe do not believe that it is possible at this time to accurately project total program-specific expenses through commercialization.commercialization Therefor areany numerousof our paused programs. Numerous factors associated withaffect the successful commercialization of any of our product candidates, including future trial design and various regulatory requirements, many of which cannot be determined with accuracyaccurately at this time based on our stage of development. The process of conducting the necessary clinical development to obtain regulatory approval is costly and time-consuming, and the successful development of our product candidates is highly uncertain.

WeAssuming we do not consummate the proposed Merger, or if we do consummate the proposed Merger and our successor continues to conduct research and development activities, we expect our general and administration expenses to increase over the next several years to support expanded research and development activities andif our programs are reinstated, in addition to operating as a U.S.publicly publicreporting company, including costs of additional personnel, increased costs related to investor relations activities, director and officer insurance premiums, and increased fees to outside consultants, lawyers, and accountants.

Our general and administration expenses consist primarily of :

costs relating to audit, tax, and regulatory compliance; and other expenses including facilities costs, legal fees, and insurance.

The decrease in general and administrative expenses in the fiscal year ended June 30, 20252026 of $0.7$0.3 millionmillion, as compared to the fiscal year ended June 30, 20242025, was due to decreases in headcount-related costs of $0.3$1.0 million dueresulting tofrom normalthe fluctuationspreviously announced entity restructuring in staffingOctober levels during the fiscal year ended June 30, 2025 and decreased insurance expense in the current year of $0.5 million,2025, partially offset by increases in administrative costs of $0.2$0.7 million.million directly related to supporting the upcoming potential strategic event.

The decreaseincrease in other income of $2.0$2.6 million other income for the fiscal year ended June 30, 2025,2026, as compared to the fiscal year ended June 30, 2024,2025, was primarily due to net changes in the fair value adjustment of our contingent consideration liability and our warrant liability of $2.0$1.7 million combined with an increase in the research and development incentive award of $0.5 million, and an increase in interest income, net of $0.5 million, partially offset by an increase in the loss realized on foreign currency translation of $0.2 million, partially offset by an increase in the research and development incentive award of $0.2$0.1 million.

The $14.8$12.4 million increase in net cash providedused byin operating activities to $0.1 million in the fiscal year ended June 30, 2025,2026, fromas $14.7compared millionto usedthe insame operating activities for fiscal yearperiod ended June 30, 2024,2025, is primarily attributed to a $15.1$13.1 million decreaseincrease in net loss combined with aan favorableunfavorable $2.6$0.9 million change in the fair value adjustment associated with the contingent consideration liability and an unfavorable $0.8 million change in the fair value adjustment associated with the warrant liability and an unfavorable $3.5 million year-over-year change in working capital, partially offset by a favorable$5.4 million non-cash goodwill impairment charge, a $0.3 million favorable change in the effect of foreign currency translationtranslation, and a $0.2 million increase in share-based compensation expense in the year ended June 30, 2025,2026, as compared to the same period in 2024, partially offset by an unfavorable $0.7 million change in year-over year share-based compensation expense, an unfavorable $0.6 million year-over-year change in fair value adjustments associated with the warrant liability, and an unfavorable $1.9 million year-over-year change in working capital.2025.

The $13.6$16.4 million decreaseincrease in net cash provided by financing activities to $1.5 million in the fiscal year ended June 30, 2025,2026, fromas $15.1compared millionto providedthe bysame financing activities for fiscal yearperiod ended June 30, 2024,2025, is primarily due ato decreasean increase in proceeds from the sale of our equitycommon instruments.stock Financing activities inunder the fiscalATM year ended June 30, 2025 included gross proceedsfacility of $1.9$16.4 million fromcombined with the sale and issuancecollection of sharesa subscription receivable of $0.1 million, partially offset by a year-over-year increase in equity issuanceissue costs of approximately $0.1 million. Financing activities in the fiscal year ended June 30, 2024 included $16.4 million of gross proceeds from the sale and issuance of shares and warrant, partially offset by equity issuance costs of $0.4 million.

On November 18, 2024, the Company entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (the “Sales Agent”). Pursuant to the Sales Agreement, the Sales Agent will act as the Company’s agent with respect to an offering and sale, at any time and from time to time, of the Company’s shares of common stock (the “Shares”) in an aggregate offering amount uppursuant to $11,494,900the underterms of the Sales Agreement. The Company was previously subject to the SEC’s “baby shelf rules” under General Instruction I.B.6 of Form S-3; however, beginning on November 3, 2025, our public float exceeded $75.0 million. Accordingly, and as a result, pursuant to General Instruction I.B.1 of Form S-3, the Company filed a prospectus supplement amendment to increase and fix the size of the continuous ATM offering to $20,000,000. The Company will assess any necessary adjustments to the available amounts which may be sold under the ATM Sales Agreement following the filing of this annual report on Form 10-K, including whether the Company may again be subject to instruction I.B.6 of Form S-3 with respect to the ATM facility. Sales of the Shares under the Sales Agreement may be made from time to time, with the timing and amount of any sales to be determined by Neuphoria based on a variety of factors. Neuphoria may determine to sell some, all, or none of the Shares under the Sales agreement and may terminate the ATM facility at its discretion. Neuphoria, through the Sales Agent, may sell Shares by any lawful method deemed to be an “at-the-market offering” defined by Rule 415(a)(4) under the Securities Act of 1933, as amended. Sales made through the Sales Agreement may be made at market prices prevailing at the time of a sale or at prices related to prevailing market prices. As a result, actual sales prices may vary. Neuphoria currently intends to use the net proceeds from the ATM, together with its existing cash and cash equivalents, to fund its pipeline development and to maintain working capital and for general corporate purposes. During the fiscal year ended June 30, 2025, we issued an aggregate of 349,801 shares of common stock under the ATM facility, receiving gross proceeds in the aggregate amount of approximately $2.1 million. The current ATM program replaces previous ATM program dated May 5, 2023, between the Company and Cantor Fitzgerald & Co., which was terminated by the Company in order to proceed with the new ATM offering with the Sales Agent.

AnyFollowing the completion of the strategic transaction process, including the consummation of the proposed Merger with Scancell, should we or any successor entity determine to continue development of BNC210 in PTSD, or such other potential partnered product candidates which may come to fruition following the strategic review process that we may developdevelop, such product candidates may never achieve commercialization andand, as is customary in the biotechnology industry, we anticipate that we willwould continue to incur losses for the foreseeable future.future Wein relation thereto. In such event, we expect that our research and development expenses and our general and administrative expenses will continue to increase.increase in the ordinary course of such matters. As a result, until such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through a combination of equity offerings, debt financingsfinancings, or other capital sources, includingas potentiallywell as existing and potential collaborations, licenseslicenses, and other similar arrangements. OurAssuming continued development of such product candidates, our primary uses of capital are, and we expect will continue to be, compensation and related expenses (including share-based compensation); costs related to third-party clinical research, non-clinical research, manufacturingmanufacturing, and development services; costs relating to the build-out of our headquarters and other offices; license payments or milestone obligations that may arise; legal and other regulatory expenses and general overhead costs.

BecauseAssuming we do not consummate the proposed Merger with Scancell and our Board determines to continue with the research, development and commercialization of BNC210 in PTSD, or alternatively, assuming we do consummate the proposed Merger with Scancell (the proposed successor entity, which is also in the life science industry) and Scancell determines to continue such research and development activities, in either case -- due to the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements. Our future capital requirements depend on many factors, including but not limited to:

the timing and receipt of proceeds on the exercise of the warrant and sharestock options, if at all exercised;

Critical Accounting Policies and Estimates

The preparation of audited financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the audited financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. See Note 2 to the audited financial statements included in Item 8 - Financial Statements and Supplementary Data included elsewhere in this document for critical accounting policies as of June 30, 2025.

Our financial statements for the quarter ended DecemberMarch 31, 20252026 were prepared assuming that we will continue as a going concern.

Our financial statements for the three and sixnine months ended DecemberMarch 31, 20252026 were prepared assuming that we will continue as a going concern. The going concern basis of presentation assumes that we will continue in operation for a period of at least twelve months from the issuance of the financial statements in this Quarterly Report on Form 10-Q, and will be able to realize value for our assets, discharge our liabilities and commitments in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from our inability to continue as a going concern. Our management and our board of directors are currently in the process of assessing the Company’s future prospects,prospects and strategic transaction alternatives, and screening candidate biddersalternatives following the negative clinical phasePhase 3 trial results related to our Affirm 1AFFIRM-1 study in SAD. As a result, we may be forced to further reduce our operating expenses and raise additional funds to meet our working capital needs, principally through the additional sales of our securities or debt financings including, but not limited to, for the possibility of continuing our PTSD clinical trial program.program or other working capital needs. However, we cannot guarantee that we will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to us. If we are unable to raise sufficient additional capital or complete a strategic transaction in a timely manner, we may be unable to continue to fund our operations, develop our product candidates, or realize value from our assets and discharge our liabilities in the normal course of business. If we cannot raise sufficient funds, or find a suitable strategic partner or alternative strategic pathway, we may have to liquidate our assets and might realize significantly less than the values at which they are carried on our financial statements, and stockholders may lose all or part of their investment in our common stock.

Our ability to generate revenue from product sales sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of one or more of our product candidates. As of DecemberMarch 31, 2025,2026, our operations have been financed primarily by aggregate net proceeds of $211.0 million from the sale and issuances of our equity, $29.2 million in the form of an upfront payment, research funding, and development milestone payments from the 2014 Merck Collaboration and License Agreement (the "Merck Agreement") and the Carina Biotech License, and $67.6$67.9 million from Australian research and development credits and government grants and assistance.

Since inception, we have had significant operating losses and have an accumulated deficit of $186.4$186.9 million at DecemberMarch 31, 2025.2026. The Company incurred a net loss of $0.5 million and earned net income of $1.9$11.3 million for the three months ended March 31, 2026 and 2025, respectively, and incurred a net loss of $1.9$8.5 million and earned net income of $8.5 million for the threenine months ended DecemberMarch 31, 20252026 and 2024, respectively, and incurred net losses of $8.0 million and $2.7 million for the six months ended December 31, 2025 and 2024,2025, respectively. The Company also had $10.2$13.6 million of cash used in operating activities during the sixnine months ended DecemberMarch 31, 2025.2026. The results of operations for the three and sixnine months ended DecemberMarch 31, 20252026 are not necessarily indicative of the results of operations to be expected for the year ending June 30, 2026.

Based upon the Company’s current operating plans, reflective of recent cost curtailments, the Company believes that its existing cash and cash equivalents will be sufficient to continue funding its operating activities beyond the thirdfourth quarter of fiscal year 2027, which is more than twelve months from the date these condensed consolidated financial statements are issued. Consequently, management has determined there is no substantial doubt regarding the Company's ability to continue as a going concern for the twelve month period from the date these financial statements are issued.

On October 25, 2025, the Board of Directors (the “Board”) of Neuphoria Therapeutics Inc. declared a dividend of one right (“Right”) to purchase one-thousandth of one share of the Company’s newly designated Series A Preferred Stock, par value $0.00001 per share (each, a “Preferred Share” and collectively, the “Preferred Shares”), for each outstanding share of common stock, par value $0.00001 per share, of the Company to the stockholders of record as of the close of business on October 27, 2025 (the “Record Date”). The Company also adopted a limited duration stockholder rights plan (the “Rights Plan”), effective immediately, as set forth in the Rights Agreement, dated as of October 27, 2025 (the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as Rights Agent. The Rights Agent currently serves as the Company’s transfer agent with respect to the Company Common Stock and also has been appointed transfer agent with respect to the Preferred Shares, if any, that may be issued pursuant to the exercise of rights under the Rights Agreement. The Rights will expire on October 27, 2026, unless the rights are earlier redeemed, extended, or exchanged by the Company. The Company does not have any obligation under the Rights Agreement to seek stockholder approval for the Rights Plan. In connection with the Rights Plan, the Company also filed a Certificate of Designation with the Secretary of State of the State of Delaware on October 27, 2025 with respect to the Series A Preferred Stock shares issuable under the Rights Plan. Per the terms of the Rights Plan, the purchase price for each 1/1000th of a Preferred Share pursuant to the exercise of a Right shall initially be $85.00. There were no triggering events under the Shareholders Rights Plan as of FebruaryMay 13,14, 2026.

On November 11, 2025, and as previously indicated by the Company via prior press releases,releases and SEC filings, the Company’s Board of Directors announced the initiation of a review of strategic alternatives to advance its promising pipeline programs and maximize stockholder value, pursuant to which the Company had engaged H.C. Wainwright & Co. to serve as its lead financial advisor to assist in this process. See also Note 1815 related to the January 2026 expanded engagement of WG Partners in connection with this strategic evaluation process. Strategic alternatives under consideration may include, but are not limited to, mergers, acquisitions, partnerships, joint ventures, licensing arrangements or other strategic transactions.

Neuphoria cannot provide a definitive timeline for the consummation of strategic alternatives and cannot confirm that the process will result in any strategic alternative being announced or consummated. In addition, as previously disclosed in our periodic report and other SEC filings, on December 2, 2025, Lynx1 Master Fund LP (“Lynx1”) revisedhad itsmade previousa non-binding proposal to acquire all outstanding shares of the Company for $4.75 per shareshare, revised lower from its November 10, 2025 offer of $5.20 per share, in each case in cash. This revised offer followed a previous higher non-binding proposal of $5.20 per share made on November 10, 2025, which Lynx1 withdrew on November 18, 2025. The November 10, 2025 indication of interest from Lynx1 included its intent to nominate certain individuals to stand for election to Neuphoria’s board of directors at the Company’s 2025 Annual Meeting of Stockholders (“Annual Meeting”), which was held on December 12, 2025. In relevant part, at the Annual Meeting a quorum to properly hold the meeting was met, and the stockholders voted in favor of the election of the Company’s existing Class 1 directors, Peter Miles Davies and David Wilson, by a vote of approximately 84% to 16%. The complete results of that annual stockholder meeting can be found in the Company current report on Form 8-K filed by the Company with the SEC on December 17, 2025. As previously disclosed, Neuphoria's board of directors determined that the revised bid by Lynx1 was undervalued, provided no meaningful premium to stockholders, and further determined to continue with its ongoing strategic alternatives review process.

Effective December 31, 2025, due to company-wide cost-cutting measures, Dr. Papapetropoulos ceased to serve as the full-time President and CEO of the Company and his Employment Agreement terminated on such date; however, Dr. Papapetropoulos will remain as a member of the Company’s Board of Directors. Pursuant to the terms of the Employment Agreement, Dr. Papapetropoulos is entitled to a severance payment in an aggregate amount equal to his annual base salary, target bonus amount, and medical insurance premiums, 50% of which was paid in calendar year 2025,2025. withOf the remaining balance of such severanceseverance, approximately 30% was paid during the three months ended March 31, 2026 with the balance to be paid in partial installments inover the remainder of calendar year 2026 until fully paid,2026, subject to and in accordance with the Company’s regular payroll, withholding practices, and applicable law.

In September 2014, we entered the 2014 Merck Research Collaboration and License Agreement to develop compounds targeting cognitive dysfunction associated with Alzheimer’s disease and other central nervous system conditions. Pursuant to the Merck Agreement, we received upfront payments totaling $17 million, another $10 million in February 2017 when the first compound from the collaboration entered Phase 1 clinical trials, and another $15 million in March 2025 upon the first dosing of a patient in a phase II clinical trial. We are also eligible to receive up to an additionalaggregate of $450 million in milestone payments comprised of $275 million for the achievement of certain development milestones and $175 million in potential commercial milestones.

In November 2020, we entered into an IP license agreement (the “Carina Biotech License”) with Carina Biotech ("Carina"). Pursuant to the Carina Biotech License, we are eligible to receive approximately $3 million in certain development, regulatory milestone payments if Carina Biotech advances the development of the therapy to a Phase 3 trial. Carina Biotech is also obligated to pay us royalties on its net sales of licensed products, on a country-by-country and product-by-product basis, ranging from the low-single digits to the mid-single digits, subject to certain specified deductions. Royalties are payable until the later of expiration of all licensed patents covering the licensed products, or expiration of all data exclusivity with respect to the licensed product. If Carina Biotech enters into one or more sublicensing agreements relating to the licensed product, we are eligible to receive a percentage of sublicensing revenues. On October 30, 2024, Carina made a milestone payment to the Company in the gross amount of A$1,000,000 which was recorded as revenue during the three and sixnine months ended DecemberMarch 31, 2025. No further payments have been received from Carina since October 30, 2024.

Substantially all our direct research and development expenses during the three and sixnine months ended DecemberMarch 31, 20252026 and 20242025 were on BNC210 and consisted primarily of external costs, such as consultants, CMOs that conduct research and development activities on our behalf, costs related to production of preclinical and clinical materials including fees paid to CMOs, and laboratory and vendor expenses related to the execution of our ongoing and planned preclinical studies and clinical trials. We deploy our personnel resources across all our research and development activities.

successful completion of preclinical studies and of clinical trials for BNC210 and our other current product candidates and any future product candidates;

Research and development activities accounthistorically accounted for a significant portion of our operating expenses. We expect our research and development expenses to increase substantially for the foreseeable future under the presumption that we continue to implement our business strategy, which includes advancing BNC210 through clinical development and other product candidates into clinical development, expanding our research and development efforts, including hiring additional personnel to support our research and development efforts, and seeking regulatory approvals for our product candidates that successfully complete clinical trials. In addition, product candidates in later stages of clinical development generally incur higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. As a result, we expect our research and development expenses to increase as our product candidates advance into later stages of clinical development. However, we do not believe that it is possible at this time to accurately project total program-specific expenses through commercialization. There are numerous factors associated with the successful commercialization of any of our product candidates, including future trial design and various regulatory requirements, many of which cannot be determined with accuracy at this time based on our stage of development. The process of conducting the necessary clinical development to obtain regulatory approval is costly and time-consuming, and the successful development of our product candidates is highly uncertain.

General and administrative expenses consist primarily of salaries and related benefits, travel, and stock-basedshare-based compensation for personnel in executive, finance, and administrative functions. General and administrative expenses also include insurance, supplies, and professional fees for legal, consulting, accounting, and audit services.

DuringIn the three months ended December 31,October 2025, management committed to a plan to discontinue or pause, asin theregard caseto mayBNC210 be,in SAD and PTSD, its research and development activities while it seeks to identify a partner with which to execute a strategic merger and/or such other transaction(s), if any, for the benefit of existing shareholders of Neuphoria. As part of the restructuring initiative, the Company terminated its facility leases, wrote off the remaining carrying value of the right-of-use asset, derecognized the associated operating lease liability, and terminated substantially all of its employees. A liability equivalent to the derecognized lease liability has been included in Accrued restructuring expenses (see Notes 6 and 9 to the condensed consolidated financial statements). The write-offs are included in Restructuring costs in the condensed consolidated statements of operations and other comprehensive income (loss) for the three and sixnine months ended DecemberMarch 31, 20252026.

Other income (loss) consists of net interest income, foreign currency transaction gains and losses, fair value adjustments, research and development incentive awards, and other gains and losses.

Our financial results are reported in U.S. dollars. A substantial portion of our operating expenses and other income are denominated in the Australian dollar. During the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, we managed our exchange rate exposure principally by maintaining foreign currency cash accounts and managing our payments from the most appropriate accounts. From time to time, we may additionally use forward exchange contracts in an effort to manage certain foreign exchange rate exposures when appropriate. There were no foreign exchange contracts used during the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. See “Quantitative and Qualitative Disclosures about Market Risk” for more information.

Comparison of the three months ended DecemberMarch 31, 20252026 and 20242025

Our revenue decreased during the three months ended DecemberMarch 31, 2025,2026, as compared to the same period ended in 2024,2025, as a result of the milestone payment received from the licensingMerck agreementAgreement within CarinaMarch Biotech Pty Ltd on October 30, 2024.2025.

The $0.5$0.3 million decreaseincrease in general and administrative expenses during the three months ended DecemberMarch 31, 2025,2026, as compared to the same period ended in 2024,2025, was substantially due to increases in professional services of $0.5 million combined with $0.1 million in amortization expense previously recorded as part of research and development, partially offset by a decrease in headcount costs.costs of $0.2 million and decreases in office expenses and other fees of $0.1 million related to the previously announced entity restructuring.

The net decrease in other income (loss) of $2.8$1.3 million for the sixnine months ended DecemberMarch 31, 2025,2026, as compared to the same period ending in 2024,2025, was primarily due to the fair value adjustment associated with our accompanying warrant liability and contingent consideration of $2.7$1.2 million, combined with an increase in losses associated with foreign currency transactions of $0.5$1.0 million, partially offset by an increase in research and development incentive awards of $0.2$0.5 million and increases in interest income of $0.2$0.4 million.

We did not have during the sixnine months ended DecemberMarch 31, 2025,2026, nor do we currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

We have incurred significant operating losses and negative cash flows from operations since our inception, and we anticipate that we will incur net losses for the next several years. As of DecemberMarch 31, 2025,2026, we had cash and cash equivalents of $22.2$19.4 million and an accumulated deficit of $186.4$186.9 million.

The net cash used in operating activities for the sixnine months ended DecemberMarch 31, 2026 was approximately $13.6 million as compared to net cash provided by operations for the nine months ended March 31, 2025 andof 2024 was approximately $10.2$3.7 million andThe $7.8 million, respectively, and represents a decreaseincrease in cash used in operations of approximately $2.4$17.2 million during the six months ended December 31, 2025, as compared to the same period ending in 2024. The decrease in cash used in operations is due to an increase in net loss of $5.8approximately million$17.1 andmillion, changes in the non-cash effect of contingent consideration liability fair value adjustments of $0.2 million, and changes in working capital of $2.0 million, partially offset by the non-cash effect of warrant liability fair value adjustments of $2.9$1.5 million, changes in the non-cash effect of foreign currency remeasurement of $0.4 million, and increased share-based compensation of $0.2 million, and changes in working capital of $0.1 million.

There were no transactions categorized as investing activities during either of the sixnine months ended DecemberMarch 31, 20252026 and 2024.2025.

Financing activities in the sixnine months ended DecemberMarch 31, 2026 and 2025 represent issuance of shares, net of associated issue costs, associated with the utilization of our at-the-market ("ATM") facility.

Based upon the Company’s current operating plans, reflective of recent cost curtailments, the Company believes that its existing cash and cash equivalents will be sufficient to continue funding its development activities beyond the thirdfourth quarter of fiscal year 2027, which is more than twelve months from the date these condensed consolidated financial statements are issued. Consequently, management has determined there is no substantial doubt regarding the Company's ability to continue as a going concern for the twelve-month period from the date these financial statements are issued.

We do not have any long-term debt or capital lease obligations. We have a current operating lease obligation for our Australian office space, which wasexpires terminatedaccording to its terms in May 2026 and which has been de-recognized for financial statement purposes then re-accrued as a restructuring cost,cost. andIn addition, we have a non-current warrant liability which commits us to issuing shares to accompanying warrant holders upon the exercise of their warrants.warrant or, in the event of a change in control, to repurchase the warrant from the Holder with an amount of cash equal to the Black Scholes Value of the remaining unexercised warrant on the date of the consummation of the change in control transaction. We also have a continuing obligation to pay the balance of severance owed to Dr. Papapetropoulos in accordance with the terms of his severance contract.contract the balance of which approximates $0.2 million.