Bionomics: Re-Domiciliation to the U.S. - A Strategic Move for Shareholders

Bionomics Limited (Nasdaq: BNOX), a clinical-stage biotechnology company, is reminding shareholders to cast their votes in favor of the Scheme Implementation Agreement to re-domicile the company from Australia to the U.S. The re-domiciliation, which is subject to approval by Bionomics shareholders and regulatory bodies, aims to simplify the corporate structure, reduce administrative costs, and increase attractiveness to potential strategic investors and acquirers.

The re-domiciliation plan, announced on October 1, 2024, involves Bionomics becoming a wholly-owned subsidiary of Neuphoria Therapeutics Inc., a new parent company incorporated in the U.S. State of Delaware. Shareholders of Bionomics will receive a proportionate number of shares of common stock in Neuphoria, with the exchange ratio set at 1,440 Bionomics shares for 1 Neuphoria share. The re-domiciliation is expected to result in the listing of Neuphoria shares on Nasdaq, replacing the ADSs of Bionomics.

Bionomics' board of directors has unanimously recommended that shareholders vote in favor of the Scheme, as it is in the best interests of the company and its shareholders. The re-domiciliation is expected to eliminate significant Australian compliance costs, including the need to prepare financial statements in accordance with International Financial Reporting Standards (IFRS) and U.S. generally accepted accounting principles (GAAP). This change will streamline Bionomics' accounting processes and decrease administrative burden, ultimately reducing costs.



The strategic move to the U.S. also offers several other benefits to Bionomics and its shareholders. A U.S. corporate structure may increase attractiveness to potential strategic investors, merger partners, or acquirers, as well as improve marketability with U.S. institutional investors and broaden the U.S. investor pool. Additionally, a simplified corporate structure could reduce administrative and compliance costs, making Bionomics a more appealing investment opportunity.

Bionomics shareholders should carefully consider the implications of the re-domiciliation and vote accordingly. The company's board of directors has recommended voting in favor of the Scheme, and an independent expert has concluded that the Scheme is in the best interests of Bionomics shareholders. Shareholders should review the Scheme Booklet in its entirety before making a decision on whether or not to vote in favor of the Scheme.

In conclusion, Bionomics' proposed re-domiciliation from Australia to the United States is a strategic move that aims to simplify the corporate structure, reduce administrative costs, and increase attractiveness to potential investors and acquirers. Shareholders should carefully consider the implications of the re-domiciliation and vote accordingly, as the future success of the company may depend on their decision.

Word count: 598