Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


SCHEDULE 13D/A 0001910456 XXXXXXXX LIVE 5 Common Stock, par value $0.00001 per share 12/26/2025 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. 5 to the Schedule 13D ("Amendment No. 5") 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, Amendment No. 2 filed with the SEC on November 18, 2025, Amendment No. 3 filed with the SEC on November 28, 2025, and Amendment No. 4 filed with the SEC on December 2, 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. 5 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 December 26, 2025, the Reporting Persons made an offer to the Board to acquire, through one or more managed investment funds and vehicles affiliated with the Investment Manager, certain intellectual-property-related assets of the Company in an all-cash transaction, or if the Company prefers, through the delivery by the Reporting Persons to the Company of shares of Common Stock of the Company with equivalent value (the "IP Rights Proposal"). The IP Rights Proposal is subject to the Reporting Persons' due diligence and agreement on definitive documentation for the acquisition. Neither the Reporting Persons nor the Company is obligated to complete a transaction in connection with the IP Rights Proposal, and there can be no assurance (i) as to the outcome of any discussions related to the IP Rights Proposal; (ii) that any agreement will be reached between the Company and the Reporting Persons; (iii) that the terms of any transaction will not differ from the terms contemplated by the IP Rights Proposal; or (iv) that the Reporting Persons will not from time to time make offers for other assets of the Company. The IP Rights Proposal may result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the disposition of securities of the Company and/or a sale or transfer of a material amount of the Company's assets. The Reporting Persons may further consider pursuing other plans, proposals or other courses of action with the Company's management, the Board, other Company stockholders, advisors or other persons which could relate to, or result in, several of the matters referred to in clauses (a)-(j) of Item 4 of Schedule 13D. Lynx1 Capital Management LP /s/ Weston Nichols By: Lynx1 Capital Management GP LLC, General Partner, By: Weston Nichols, Sole Member 12/29/2025 Weston Nichols /s/ Weston Nichols Weston Nichols, individually 12/29/2025