ADELAIDE, Australia - Bionomics Limited (NASDAQ: BNOX), a clinical-stage biotech firm focused on developing treatments for central nervous system disorders, has announced a shareholder meeting to vote on the proposed re-domiciliation of the company to the United States. This move would transition Bionomics into Neuphoria Therapeutics Inc., a newly incorporated company in Delaware, as part of a scheme of arrangement.
The Supreme Court of New South Wales has ordered Bionomics to convene this meeting, where shareholders will deliberate on the scheme. The meeting is scheduled to take place online at 8:30 am Sydney time on Thursday, December 12, 2024. Shareholders registered by 5:00 pm Sydney time on December 10 will be eligible to vote.
In the proposed arrangement, Bionomics shareholders will receive one share of Neuphoria common stock for every 2,160 ordinary shares of Bionomics they hold. Similarly, holders of American Depositary Shares (ADSs) of Bionomics will receive one share of Neuphoria for every 12 ADSs held. Small Parcel Holders, those with fewer than 200,000 Bionomics shares, will have their Neuphoria shares sold on their behalf unless they opt into a Sale Facility.
The scheme booklet, which includes an independent expert's report and details of the scheme meeting, is expected to be distributed to shareholders around November 13, 2024, and will also be available on Bionomics' website following registration with the Australian Securities and Investments Commission (ASIC).
The Bionomics board has unanimously recommended that shareholders vote in favor of the scheme, with the directors intending to vote all of their relevant shares accordingly, subject to the independent expert's continued endorsement of the scheme's benefits to shareholders.
This re-domiciliation initiative reflects Bionomics' strategic efforts to position itself within the U.S. market, aligning with its operational focus and investor base. The company is advancing its lead drug candidate, BNC210, for the treatment of social anxiety disorder and post-traumatic stress disorder, among other CNS conditions.
For additional information, shareholders are encouraged to consult the scheme booklet and contact the Bionomics Shareholder Information Line. This announcement is based on a press release statement and does not constitute an offer of securities.
In other recent news, Bionomics Limited has received a milestone payment of AUS$1 million from Carina Biotech as part of an exclusive worldwide license agreement for BNC101, a monoclonal antibody targeting cancer stem cell antigen LGR5. This is one of the potential milestones that could total approximately AUS$118 million. Bionomics has also initiated phase 3 trials for its lead drug candidate, BNC210, developed for the treatment of social anxiety disorder and post-traumatic stress disorder.
The company has seen a significant change in its board with the resignation of Aaron Weaver, a decision not associated with any disagreements within the company. In collaboration with Merck (NS:PROR) & Co., Inc, Bionomics is developing drugs for cognitive dysfunction in Alzheimer's disease and other central nervous system conditions.
Despite receiving a Nasdaq delisting notice due to non-compliance with the minimum bid price requirement, Bionomics has secured significant funding, potentially up to $70 million, expected to sustain operations into the third quarter of 2025. The funding agreement has been endorsed by H.C. Wainwright, which has maintained its Buy rating for Bionomics. These are some of the recent developments for Bionomics.
InvestingPro Insights
As Bionomics Limited (NASDAQ: BNOX) prepares for its shareholder meeting to vote on re-domiciliation, recent data from InvestingPro sheds light on the company's financial position and market performance.
According to InvestingPro data, Bionomics has a market capitalization of $6.58 million, reflecting its status as a small-cap biotech firm. The company's price-to-book ratio stands at 0.4, suggesting that the stock may be undervalued relative to its book value. This could be particularly relevant for shareholders considering the proposed re-domiciliation and share exchange.
InvestingPro Tips highlight that Bionomics holds more cash than debt on its balance sheet, which may provide some financial flexibility as it navigates the transition to becoming Neuphoria Therapeutics Inc. Additionally, the company's liquid assets exceed short-term obligations, potentially offering a buffer during this period of corporate restructuring.
However, it's worth noting that Bionomics is not currently profitable, with a negative P/E ratio of -0.4 over the last twelve months. This aligns with the InvestingPro Tip indicating that analysts do not anticipate the company will be profitable this year, a factor shareholders may want to consider when voting on the re-domiciliation proposal.
The stock has shown significant volatility, with a strong 92.99% return over the last week, contrasting sharply with a -84.74% return over the past year. This volatility, coupled with the fact that the stock price often moves in the opposite direction of the market, underscores the importance of the upcoming shareholder decision on the company's future structure and strategy.
For investors seeking a more comprehensive analysis, InvestingPro offers 12 additional tips for Bionomics, providing deeper insights into the company's financial health and market position.
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