NEUPHORIA THERAPEUTICS INC.
100 Summit Dr
Burlington, Massachusetts 01803
January 7, 2025
via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, DC 20549
Attention: Alan Campbell
| Re: | Neuphoria Therapeutics Inc. |
Registration Statement on Form S-3
Filed November 18, 2024, as amended on November 25, 2024 and January 7, 2025
Securities Act File No. 333-283306
Request for Acceleration of Effectiveness
Dear Mr. Campbell:
Pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended, Neuphoria Therapeutics Inc. (f/k/a Bionomics Limited, the “Registrant”) respectfully requests acceleration of its Registration Statement on Form S-3 (File No. 333-283306, filed on November 18, 2024, as amended on November 25, 2024 and January 7, 2025), so that it will become effective at 9:00 a.m. (Eastern time) on January 8, 2025, or as soon as practicable thereafter.
If you have any questions, or require any additional information, please do not hesitate to email Theodore Ghorra, the Registrant’s outside counsel, at theodore.ghorra@rimonlaw.com or by phone at 212-515-9979.
The Registrant acknowledges that, if the Securities and Exchange Commission (or its staff, acting pursuant to delegated authority) (the “Commission”) declares the filing effective, such action:
| (i) | does not foreclose the Commission from taking any action with respect to the filing; |
| (ii) | does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| (iii) | may not be asserted by the Registrant as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Very truly yours, | ||
| Neuphoria Therapeutics Inc. |
||
| By: | /s/ Spyridon Papapetropoulos | |
| Spyridon Papapetropoulos, M.D. | ||
| Chief Executive Officer | ||
| cc: | Theodore J. Ghorra, Esq., Rimon P.C. |