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SCHEDULE 13D/A 0001910456 XXXXXXXX LIVE 3 Common Stock, par value $0.00001 per share 11/28/2025 false 0001191070 64136E102 Neuphoria Therapeutics Inc. 100 SUMMIT DR BURLINGTON MA 01803 Lynx1 Capital Management LP 929-888-7476 D81 Calle C, STE 301, PMB 1202 Dorado PR 00646-2051 0001910456 Lynx1 Capital Management LP b AF DE 0 875328 0 875328 875328 N 16.3 PN The percentage of Common Stock reported as beneficially owned by the Reporting Person is based on 5,377,329 shares of Common Stock outstanding as of November 13, 2025, as reported in the Company's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 14, 2025. Y Weston Nichols b AF X1 0 875328 0 875328 875328 N 16.3 IN The percentage of Common Stock reported as beneficially owned by the Reporting Person is based on 5,377,329 shares of Common Stock outstanding as of November 13, 2025, as reported in the Company's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 14, 2025. Common Stock, par value $0.00001 per share Neuphoria Therapeutics Inc. 100 SUMMIT DR BURLINGTON MA 01803 Pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended, this Amendment No. 3 to the Schedule 13D ("Amendment No. 3") amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on October 23, 2025 (the "Original Schedule 13D"), as amended and supplemented by Amendment No. 1 filed with the SEC on November 10, 2025, and Amendment No. 2 filed with the SEC on November 18, 2025 (collectively, the "Schedule 13D"), relating to the Common Stock, par value $0.00001 per share (the "Common Stock"), of Neuphoria Therapeutics Inc. (the "Issuer" or the "Company"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On November 25, 2025, the Company disclosed that it ceased its dilutive issuances of securities under its at-the-market ("ATM") offering program on November 7, 2025, the last business day prior to our nomination of director candidates and submission of our prior offer to acquire the Company for $5.20 per share (the "Initial Offer"). On November 14, 2025, we withdrew our Initial Offer directly as a result of the Company's disclosure of a transformational issuance of shares, increasing the share count by 128% over a four-week period. As we have consistently stated since the withdrawal, we continue to stand behind the economics behind our Initial Offer - however, the massive and potentially continuing dilution at indeterminate prices had made it impossible to determine a specific offer price that would capture those economics. As a result of the Company's disclosure that it has ceased issuing shares, we are in the process of recalculating and resubmitting a revised offer based on the assumption that no further issuances will occur during the pendency of the strategic review and incorporating the economics of these value-destructive stock issuances. Lynx1 Capital Management LP /s/ Weston Nichols By: Lynx1 Capital Management GP LLC, General Partner, By: Weston Nichols, Sole Member 11/28/2025 Weston Nichols /s/ Weston Nichols Weston Nichols, individually 11/28/2025