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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001193125-21-370636 0001845711 XXXXXXXX LIVE 2 Common Stock 01/24/2025 false 0001191070 64136E102 Neuphoria Therapeutics Inc. 100 Summit Dr Burlington MA 01803 Julien Hofer 356 9960 9158 Beatrice, at 66 & 67 Amery Street Sliema O1 SLM1707 0001845711 N Apeiron Investment Group Ltd. OO N O1 0 72618 0 72618 72618 N 4.5 CO 0001840676 N Apeiron Presight Capital Fund II, L.P. OO N DE 0 0 0 0 0 N 0 PN Y Presight Capital Management I, L.L.C. OO N DE 0 0 0 0 0 N 0 OO Y Fabian Hansen OO N 2M 0 0 0 0 0 N 0 IN 0001845872 N Christian Angermayer OO N 2M 0 72618 0 72618 72618 N 4.5 IN Common Stock Neuphoria Therapeutics Inc. 100 Summit Dr Burlington MA 01803 This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on December 30, 2021, as amended to date (the "Schedule 13D"), relating to the ordinary shares, no par value per share (the "Ordinary Shares"), of Bionomics Limited, an Australian public company limited by shares. On December 23, 2024 (the "Effective Date"), the redomiciliation ("Redomiciliation") of Bionomics Limited was implemented under Australian law in accordance with a Scheme Implementation Agreement (as amended) between Bionomics and Neuphoria Therapeutics Inc., a Delaware corporation ("Neuphoria" or, the "Issuer"). The Redomiciliation was effected pursuant to a statutory Scheme of Arrangement under Australian law (the "Scheme"). As a result of the Redomiciliation, Bionomics became a wholly-owned subsidiary of Neuphoria, and each outstanding Ordinary Share and ADS were converted into shares of Common Stock, $0.00001 par value per share ("Common Stock") of the Issuer. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D The information contained on the cover pages is incorporated by reference to this Item 5. The information on the cover pages sets forth the aggregate number and percentage of shares of Common Stock outstanding beneficially owned by each of the Reporting Persons, based on 1,628,659 shares of Common Stock outstanding as of December 31, 2024. The information contained on the cover pages is incorporated by reference to this Item 5. Apeiron is the record holder of the shares of Common Stock reported herein. Christian Angermayer is the majority shareholder of Apeiron and may be deemed to share beneficial ownership of the securities beneficially owned by Apeiron. On January 24, 2025, Apeiron sold 55,414 shares of Common Stock in an open market transaction on the Nasdaq Global Market at an average price per share of $10.8428. Except for the foregoing, during the past 60 days neither the Reporting Persons nor any Related Person has effected any transactions in the Ordinary Shares. None. This Amendment No. 2 is being filed to report that, as of the date hereof, the Reporting Persons do not beneficially own more than five percent of the outstanding Common Stock. Apeiron Investment Group Ltd. /s/ Mario Frendo Mario Frendo, Director 01/28/2025 Apeiron Presight Capital Fund II, L.P. By: Presight Capital Management I, L.L.C., its general partner; /s/ Fabian Hansen Fabian Hansen, Managing Member 01/28/2025 Presight Capital Management I, L.L.C. /s/ Fabian Hansen Fabian Hansen, Managing Member 01/28/2025 Fabian Hansen /s/ Fabian Hansen Fabian Hansen 01/28/2025 Christian Angermayer /s/ Christian Angermayer Christian Angermayer 01/28/2025