NEUP / Neuphoria Therapeutics Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Up to $6,337,229 Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-283306 AMENDMENT NO. 3, dated July 29, 2025, to PROSPECTUS SUPPLEMENT dated January 6, 2025 Up to $6,337,229 Common Stock This Amendment No. 3 to Prospectus Supplement (this “Amendment”) amends and updates our prospectus supplement, dated January 6, 2025, filed with the Securities and Exchange Commission as part of our registration statement on

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): July 18, 2025 Neuphoria Therapeut

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): July 18, 2025 Neuphoria Therapeutics Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State Or Other Jurisdiction of Incorporation) 001-41157 99-3845449 (Commissi

Neuphoria Provides First Quarter 2025 Business Updates

Exhibit 99.1 Neuphoria Provides First Quarter 2025 Business Updates · Cash runway into Q3 2026 · AFFIRM-1 Phase 3 clinical trial of BNC-210 in social anxiety disorder on track for topline readout in Q3 2025 · α7 nicotinic acetylcholine receptor PAM MK-1167 partnered with Merck and in Phase 2 clinical trial in Alzheimer’s BURLINGTON, Mass., May 20, 2025 (GLOBE NEWSWIRE) - Neuphoria Therapeutics Inc

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 20, 2025 Neuphoria Therapeutics Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State Or Other Jurisdiction Of Incorporation) 001-41157 99-3845449 (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41157 Neuphoria Therapeutics Inc.

SEC FILE NUMBER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-41157 CUSIP NUMBER 64136E102 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41157 Neuphoria Therapeutics Inc.

Up to $3,592,560 Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-283306 AMENDMENT NO. 2, dated February 12, 2025, to PROSPECTUS SUPPLEMENT dated January 6, 2025 Up to $3,592,560 Common Stock This Amendment No. 2 to Prospectus Supplement (this “Amendment”) amends and updates our prospectus supplement, dated January 6, 2025, filed with the Securities and Exchange Commission as part of our registration statemen

Up to $3,592,560 Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-283306 AMENDMENT NO. 1, dated February 3, 2025, to PROSPECTUS SUPPLEMENT dated January 6, 2025 Up to $3,592,560 Common Stock This Amendment No. 1 to Prospectus Supplement (this “Amendment”) amends and updates our prospectus supplement, dated January 6, 2025, filed with the Securities and Exchange Commission as part of our registration statement

Filing Fee Table

Calculation of Filing Fee Tables FORM S-8 (Form Type) NEUPHORIA THERAPEUTICS INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.000

Neuphoria Therapeutics Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to Neuphoria Therapeutics Inc.’s Registration Statement on Form S-8, filed on January 28, 2025)

Exhibit 99.1 Neuphoria Therapeutics Inc. 2024 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Neuphoria Therapeutics Inc. 2024 Equity Incentive Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and whereby Directors, Employees, and Consultants of the Company and its Affiliates can acquire and maintain an equity interest in the Company

As filed with the Securities and Exchange Commission on January 27, 2025

As filed with the Securities and Exchange Commission on January 27, 2025 Registration No.

NEUPHORIA THERAPEUTICS INC. 100 SUMMIT DRIVE BURLINGTON, MASSACHUSETTS 01803

NEUPHORIA THERAPEUTICS INC. 100 SUMMIT DRIVE BURLINGTON, MASSACHUSETTS 01803 January 28, 2025 via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attention: Chris Edwards Re: Neuphoria Therapeutics Inc. Registration Statement on Form S-3 Filed January 24, 2025 Securities Act File No. 333-284512 Request for Acc

Common Stock Purchase Warrant, dated December 24, 2024, issued by Neuphoria Therapeutics Inc. to Armistice Capital Master Fund Ltd.

Exhibit 10.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLIC

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Neuphoria Therapeutics Inc.

As filed with the Securities and Exchange Commission on January 24, 2025

As filed with the Securities and Exchange Commission on January 24, 2025 Registration No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 Neuphoria Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-41157 99-3845449 (State or other Jurisdiction of Incorporation) (Commi

NEUPHORIA THERAPEUTICS INC. 100 Summit Dr Burlington, Massachusetts 01803

CORRESP 1 filename1.htm 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, 2

Common Stock Purchase Warrant, dated December 24, 2024, issued by Neuphoria Therapeutics Inc. to Armistice Capital Master Fund Ltd

Exhibit 10.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLIC

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Neuphoria Therapeutics Inc.

As filed with the Securities and Exchange Commission on January 6, 2025

As filed with the Securities and Exchange Commission on January 6, 2025 Registration No.

At The Market Offering Agreement, by and between the Registrant and H.C. Wainwright & Co., LLC, as amended (incorporated by reference to Exhibit 1.2 to Neuphoria Therapeutics Inc.’s Registration Statement on Form S-3, filed on January 6, 2025)

Exhibit 1.2 AT THE MARKET OFFERING AGREEMENT January 6, 2025 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: Neuphoria Therapeutics Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows (for purposes of clarity, this Agreement amends the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2024 Neuphoria Thera

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2024 Neuphoria Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-41157 99-3845449 (State or other Jurisdiction of Incorporation) (Comm

Neuphoria Therapeutics Inc. 2024 Equity Incentive Plan

Exhibit 10.2 Neuphoria Therapeutics Inc. 2024 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Neuphoria Therapeutics Inc. 2024 Equity Incentive Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and whereby Directors, Employees, and Consultants of the Company and its Affiliates can acquire and maintain an equity interest in the Company

Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on October 3, 2024 (incorporated by reference to Exhibit 3.1 to Neuphoria Therapeutics Inc.’s Current Report on Form 8-K filed on December 23, 2024)

Exhibit 3.1 Amended and Restated Certificate of Incorporation of Neuphoria Therapeutics Inc. Neuphoria Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is “Neuphoria Therapeutics Inc.” The original certificate of incorporation of the Corporation was filed with the Secreta

Form of Indemnification Agreement

Exhibit 10.1 Neuphoria Therapeutics Inc. Indemnification Agreement This Indemnification Agreement (this “Agreement”) is dated as of , 2024 and is between Neuphoria Therapeutics Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of corpora

As filed with the Securities and Exchange Commission on December 23, 2024

As filed with the Securities and Exchange Commission on December 23, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-41157 Bionomics Limited (Exact name of registrant as specified in its ch

Scheme Implementation Agreement, dated October 1, 2024, between Bionomics Limited and Neuphoria Therapeutics Inc. (incorporated by reference to Exhibit 2.1 to Neuphoria Therapeutics Inc.’s Current Report on Form 8-K filed on December 23, 2024)

Exhibit 2.1 Scheme Implementation Agreement Bionomics Limited (ACN 075 582 740) and Neuphoria Therapeutics Inc. (a company incorporated in Delaware) Table of Contents 1. Definitions and interpretation 1 1.1 Definitions 1 1.2 Interpretation 5 1.3 Construction 6 1.4 Payments 6 1.5 Best and reasonable endeavours 7 2. Agreement to propose Scheme 7 3. Conditions 7 3.1 Conditions to Scheme 7 3.2 Reasona

Amending Agreement to Scheme Implementation Agreement, dated October 24, 2024, between Bionomics Limited and Neuphoria Therapeutics Inc.

Exhibit 2.2 Scheme Implementation Agreement – Amending Agreement Date: 24 October 2024 Parties Bionomics Name Bionomics Limited (a company incorporated in South Australia) ACN 075 582 740 Address 200 Greenhill Road, Eastwood SA 5063 Email [redacted] Attention Spyridon “Spyros” Papapetropoulos, M.D. Neuphoria Name Neuphoria Therapeutics Inc. (a company incorporated in Delaware) Address 100 Summit D

As filed with the Securities and Exchange Commission on December 23, 2024

As filed with the Securities and Exchange Commission on December 23, 2024 Registration No.

Bylaws (incorporated by reference to Exhibit 3.2 to Neuphoria Therapeutics Inc.’s Current Report on Form 8-K filed on December 23, 2024)

Exhibit 3.2 Bylaws of Neuphoria Therapeutics Inc. (a Delaware corporation) Article I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Neuphoria Therapeutics Inc. (the “Corporation”) shall be fixed in the Certificate of Incorporation of the Corporation. Section 1.2 Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corpo

Neuphoria Completes Re-domiciliation and Successor Listing on Nasdaq

Exhibit 99.2 Neuphoria Completes Re-domiciliation and Successor Listing on Nasdaq Burlington, Mass., December 23, 2024 (GLOBE NEWSWIRE) – Neuphoria Therapeutics Inc. (Nasdaq: NEUP) (“Neuphoria” or the “Company”) is pleased to announce that its previously announced scheme of arrangement in relation to Bionomics Limited’s proposed re-domiciliation from Australia to the United States, under which Neu

Code of Conduct

Exhibit 14.1 Neuphoria Therapeutics Inc. Code of Conduct 1. Introduction The reputation and integrity of Neuphoria Therapeutics Inc. and its subsidiaries (collectively, the “Company”) are valuable assets that are vital to the Company’s success. Each employee of the Company, including each of the Company’s officers and Directors, is responsible for conducting the Company’s business in a manner that

DESCRIPTION OF CAPITAL STOCK

Exhibit 99.1 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Neuphoria Therapeutics Inc., a Delaware corporation (the “Company”) is a summary only. This summary is subject to the General Corporation Law of the State of Delaware (the “DGCL”) and the complete text of the Company’s Certificate of Incorporation and the Bylaws, each as amended and restated. General Under

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2024 BIONOMICS LIMITED (Exact name of registrant as specified in its charter) Australia 001-41157 n/a (State or other jurisdiction (Commission File Number) (IRS Employer

Supreme Court of New South Wales approves Bionomics’ re-domiciliation

Exhibit 99.1 Supreme Court of New South Wales approves Bionomics’ re-domiciliation Adelaide, Australia and Cambridge, Mass., December 16, 2024 (GLOBE NEWSWIRE) – Bionomics Limited (Nasdaq: BNOX) (“Bionomics” or the “Company”) is pleased to announce that the Supreme Court of New South Wales, Australia (“Court”) has today made orders approving the scheme of arrangement in relation to the Company’s p

Results of Scheme Meeting

Exhibit 99.1 Results of Scheme Meeting Adelaide, Australia and Cambridge, Mass., December 12, 2024 (GLOBE NEWSWIRE) – Bionomics Limited (Nasdaq: BNOX) (“Bionomics” or the “Company”) is pleased to provide the following update on the status of its proposed re-domiciliation from Australia to the United States. Bionomics shareholders have today approved, by the requisite majority, the proposed Scheme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2024 BIONOMICS LIMIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2024 BIONOMICS LIMITED (Exact name of registrant as specified in its charter) Australia 001-41157 n/a (State or other jurisdiction (Commission File Number) (IRS Employer

Form of Indenture

Exhibit 4.4 BIONOMICS LIMITED INDENTURE Dated as of , 20 Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Establishment of T

As filed with the Securities and Exchange Commission on November 25, 2024

As filed with the Securities and Exchange Commission on November 25, 2024 Registration No.

At The Market Offering Agreement, dated as of November 18, 2024, between Bionomics Limited and H.C. Wainwright & Co., LLC

Exhibit 10.1 AT THE MARKET OFFERING AGREEMENT November 18, 2024 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: Bionomics Limited, a corporation organized under the laws of the Commonwealth of Australia (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follo

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2024 BIONOMICS LIMITED (Exact name of registrant as specified in its charter) Australia 001-41157 N/A (State or other jurisdiction of incorporation) (Commission File Numb

At The Market Offering Agreement, by and between the Registrant and H.C. Wainwright & Co., LLC

Exhibit 1.2 AT THE MARKET OFFERING AGREEMENT November 18, 2024 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: Bionomics Limited, a corporation organized under the laws of the Commonwealth of Australia (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follow

As filed with the Securities and Exchange Commission on November 18, 2024

As filed with the Securities and Exchange Commission on November 18, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Bionomics Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Fees to be paid Equity Ordinary shares, no par value (1) Rule 457(o) (2)(3)(4) (5) $ 100,000,000 0.

BNOX / Bionomics Limited - Depositary Receipt (Common Stock) / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41157 BIONOMICS LIMITED (Exact Name of Registrant as Specified in its Charter) Australia N/A (State or other jurisdiction of (I.

TCRX / TScan Therapeutics, Inc. / Lynx1 Capital Management LP - BIONOMICS LIMITED Passive Investment

SC 13G/A 1 p24-3208sc13ga.htm BIONOMICS LIMITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Bionomics Limited (Name of Issuer) Ordinary Shares, no par value per share (Title of Class of Securities) 89854M101** (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2024 BIONOMICS LIMITE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2024 BIONOMICS LIMITED (Exact name of registrant as specified in its charter) Australia 001-41157 N/A (State or other jurisdiction of incorporation) (Commission File Numbe

1

Exhibit 99.3 Update on Re-domiciliation via Scheme of Arrangement Adelaide, Australia and Cambridge, Mass., 8 November 2024 (GLOBE NEWSWIRE) – Bionomics Limited (Nasdaq: BNOX) ("Bionomics” or the “Company"), refers to the proposed re-domiciliation of Bionomics to the United States by way of scheme of arrangement between Bionomics and its Shareholders ("Scheme") as announced on 1 October 2024. Shar

Bionomics Limited Scheme Booklet

Exhibit 99.2 Bionomics Limited Scheme Booklet for a scheme of arrangement in relation to the proposed acquisition by Neuphoria Therapeutics Inc. of the ordinary shares in Bionomics Limited (ACN 075 582 740). The Bionomics Directors unanimously recommend that you vote in favour of the Scheme, subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Bionom

SCHEME OF ARRANGEMENT Under section 411 of the Corporations Act

Exhibit 99.1 Scheme Implementation Agreement – Amending Agreement Date: 24 October 2024 Parties Bionomics Name Bionomics Limited (a company incorporated in South Australia) ACN 075 582 740 Address 200 Greenhill Road, Eastwood SA 5063 Email [redacted] Attention Spyridon “Spyros” Papapetropoulos, M.D. Neuphoria Name Neuphoria Therapeutics Inc. (a company incorporated in Delaware) Address 100 Summit

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2024 BIONOMICS LIMITED (Exact name of registrant as specified in its charter) Australia 001-41157 N/A (State or other jurisdiction (Commission File Number) (IRS Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

BNOX / Bionomics Limited - Depositary Receipt (Common Stock) / Apeiron Investment Group Ltd. - SC 13D/A Activist Investment

SC 13D/A 1 d900253dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bionomics Limited (Name of Issuer) Ordinary Shares** (Title of Class of Securities) 09063M205** (CUSIP Number) Julien Höfer Apeiron Investment Group Ltd. Beatrice, at 66 & 67 Amery Street, SLM1707, Sliema, Malta +35

2

Exhibit 99.1 Bionomics Limited announces intention to re-domicile to the United States Adelaide, Australia and Cambridge, Mass., Oct. 01, 2024 (GLOBE NEWSWIRE) – Bionomics Limited (Nasdaq: BNOX) (“Bionomics” or the “Company”), a clinical-stage biotechnology company developing novel, potential first-in-class, allosteric ion channel modulators to treat patients suffering from serious central nervous

Exhibit 2.1

Exhibit 2.1 Scheme Implementation Agreement Bionomics Limited (ACN 075 582 740) and Neuphoria Therapeutics Inc. (a company incorporated in Delaware) Table of Contents 1. Definitions and interpretation 1 1.1 Definitions 1 1.2 Interpretation 5 1.3 Construction 6 1.4 Payments 6 1.5 Best and reasonable endeavours 7 2. Agreement to propose Scheme 7 3. Conditions 7 3.1 Conditions to Scheme 7 3.2 Reasona

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2024 BIONOMICS LIMITED (Exact name of registrant as specified in its charter) Australia 001-41157 N/A (State or other jurisdiction (Commission File Number) (IRS Employer of

Policy for Recovery of Erroneously Awarded Compensation, adopted on November 22, 2023

Exhibit 97.1 POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1. Introduction Bionomics Limited (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of November 22, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 2. Persons Subject to Policy This Po

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41157 BIONOMICS LIMITED

Securities Trading Policy, adopted on August 14, 2018

Exhibit 19.1 Bionomics Limited – Securities Trading Policy SECURITIES TRADING POLICY Introduction This document sets out the policy of Bionomics Limited (Company or Bionomics) concerning trading in the Company’s Securities by: ● Directors of the Company and its subsidiaries (“Directors”); ● members of the Company’s Executive Management team (“Executives”); ● employees of, and contractors/consultan

Code of Business Conduct Policy, adopted on February 24, 2021

Exhibit 14.1 Bionomics Limited – Code of Business Conduct CODE OF BUSINESS CONDUCT Our Commitment The Bionomics Board of Directors and the Bionomics Executive team are committed to ensuring that all employees, collaborators and contractors observe the highest standards of ethical behaviour and conduct and follow the principles of Corporate Social Responsibility. Bionomics aims to foster an environ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2024 BIONOMICS LIMITED (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2024 BIONOMICS LIMITED (Exact name of registrant as specified in its charter) Australia 001-41157 N/A (State or other jurisdiction (Commission File Number) (IRS Employer of i

Bionomics Limited 3,641,213,340 Ordinary Shares represented by 20,228,963 American Depositary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-280288 Prospectus Bionomics Limited 3,641,213,340 Ordinary Shares represented by 20,228,963 American Depositary Shares This prospectus relates to the offer and resale from time to time by the selling shareholder identified in this prospectus (the “Selling Shareholder”) of up to 3,641,213,340 ordinary shares of Bionomics Limited as represented b

Bionomics Limited 200 Greenhill Road Eastwood, SA 5063

Bionomics Limited 200 Greenhill Road Eastwood, SA 5063 Australia June 24, 2024 via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

Letter, dated June 18, 2024, from Ernst & Young to the Securities and Exchange Commission

Exhibit 16.1 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Commissioners: We have read the Prospectus and Registration Statement on Form F-1 dated June 18, 2024, of Bionomics Limited and are in agreement with the statements contained in the section captioned “Experts – Change in Accountants” on page 32 therein. We have no basis to agree or disagree with other st

Engagement Letter, dated December 1, 2023, between WG Partners and Bionomics Limited (incorporated by reference to Exhibit 10.25 to Bionomics Limited’s Registration Statement on Form F-1 filed on June 18, 2024)

Exhibit 10.25 Strictly Private & Confidential 1 December 2023 The Directors Bionomics Limited 200 Greenhill Road Eastwood, SA 5063 Australia FAO: Spyros Papapetropoulos Dear Sirs Appointment as Financial Adviser 1 INTRODUCTION This letter of engagement (the “Engagement Letter”) sets out the terms on which WG Partners LLP, (“WG Partners”), has agreed to provide the financial advisory services set o

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) Bionomics Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Ordinary Shares, as represented by American Depositary Shares 457 (c) 233,367,480 $ 0.

Form F-1

As filed with the Securities and Exchange Commission on June 18, 2024 Registration No.

Bionomics Limited Announces Private Placement of up to $70.0 Million

Exhibit 99.5 Bionomics Limited Announces Private Placement of up to $70.0 Million ADELAIDE, Australia and CAMBRIDGE, Mass., May 31, 2024 (GLOBE NEWSWIRE) - Bionomics Limited (Nasdaq: BNOX) (“Bionomics” or the “Company”), a clinical-stage biotechnology company developing novel, potential first-in-class, allosteric ion channel modulators to treat patients suffering from serious central nervous syste

Form 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 3, 2024 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400] (Address of registrant’s principal ex

ADS PURCHASE WARRANT

Exhibit 99.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLIC

PRE-FUNDED WARRANT TO PURCHASE ADSs BIONOMICS LIMITED

Exhibit 99.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLIC

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 3, 2024 by and among Bionomics Limited, a public company incorporated under the laws of the Commonwealth of Australia (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of the date hereof (the “Purchase Agreement”).

SECURITIES PURCHASE AGREEMENT

Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 31, 2024 by and among Bionomics Limited, a public company incorporated under the laws of the Commonwealth of Australia (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”). RECITALS A. The Com

Form 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2024 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400] (Address of registrant’s principal ex

ABN 53 075 582 740

Exhibit 99.1 ABN 53 075 582 740 BIONOMICS LIMITED Half-Year Report – 31 December 2023 Contents Page Directors’ Report 2 Auditor’s Independence Declaration 8 Consolidated Statement of Profit or Loss and Other Comprehensive Income 9 Consolidated Statement of Financial Position 10 Consolidated Statement of Changes in Equity 11 Consolidated Statement of Cash Flows 12 Notes to the Consolidated Financia

BNOX / Bionomics Limited - Depositary Receipt (Common Stock) / Point72 Asset Management, L.P. - BIONOMICS LIMITED Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bionomics Limited (Name of Issuer) Ordinary Shares, no par value per share¹ (Title of Class of Securities) 09063M205² (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

BNOX / Bionomics Limited - Depositary Receipt (Common Stock) / TANG CAPITAL PARTNERS LP - AMENDMENT NO. 1 Passive Investment

Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

BNOX / Bionomics Limited - Depositary Receipt (Common Stock) / BIOTECHNOLOGY VALUE FUND L P - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Bionomics Limited (Name of Issuer) Ordinary Shares, no par value per share (Title of Class of Securities) 09063M205 (CUSIP Number) Decembe

TCRX / TScan Therapeutics, Inc. / Lynx1 Capital Management LP - BIONOMICS LIMITED Passive Investment

SC 13G/A 1 p24-0773sc13ga.htm BIONOMICS LIMITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bionomics Limited (Name of Issuer) Ordinary Shares, no par value per share (Title of Class of Securities) 89854M101** (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the a

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Spyridon Papapetropoulos, certify that: 1. I have reviewed this Annual Report on Form 20-F/A of Bionomics Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit

As filed with the Securities and Exchange Commission on January 16, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F/A (Amendment No. 1)

As filed with the Securities and Exchange Commission on January 16, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Tim Cunningham, certify that: 1. I have reviewed this Annual Report on Form 20-F/A of Bionomics Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state

Bionomics Limited ABN 53 075 582 740 200 Greenhill Road Eastwood SA Australia 5063 Phone 61 8 8150 7400 Email [email protected] website www.bionomics.com.au

January 11, 2024 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2024 (Commission File No. 001-41157) BIONOMIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2024 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2023 (Commission File No. 001-41157) BIONOMI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal

Results of Annual General Meeting

Exhibit99.1 Results of Annual General Meeting ADELAIDE, Australia, and CAMBRIDGE, Mass., November 30, 2023 - Bionomics Limited (Nasdaq: BNOX) (“Bionomics” or “Company”), a clinical-stage biotechnology company developing novel, first-in-class, allosteric ion channel modulators to treat patients suffering from serious central nervous system (“CNS”) disorders with high unmet medical need, advises the

Bionomics Announces Retirement of Board Member

Exhibit 99.1 Bionomics Announces Retirement of Board Member ADELAIDE, Australia, and CAMBRIDGE, Mass., November 28, 2023 - Bionomics Limited (Nasdaq: BNOX) (Bionomics or Company), a clinical-stage biotechnology company developing novel, first-in-class, allosteric ion channel modulators to treat patients suffering from serious central nervous system (CNS) disorders with high unmet medical need, tod

Form 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal

NOTICE OF ANNUAL GENERAL MEETING

Exhibit 99.1 BIONOMICS LIMITED ACN 075 582 740 Notice of Annual General Meeting Explanatory Statement and Proxy Form Date of Meeting: Thursday, 30 November 2023 Time of Meeting: 9.30am (Adelaide Time, ACDT) This meeting will be held virtually via an online platform. Further information regarding participation in the meeting is set out on page 2 of this document. If you are a Shareholder who wishes

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2023 (Commission File No. 001-41157) BIONOMI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal

TCRX / Tscan Therapeutics Inc / Lynx1 Capital Management LP - BIONOMICS LIMITED Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bionomics Limited (Name of Issuer) Ordinary Shares, no par value per share (Title of Class of Securities) 89854M101** (CUSIP Number) September 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

JOINT FILING AGREEMENT

EX-99.1 2 p23-2663exhibit99.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agr

Consent of Ernst & Young, an independent registered public accounting firm.

Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements (1) Registration Statement (Form F-3 No. 333-271696) of Bionomics Limited, and (2) Registration Statement (Form S-8 No. 333-261783) pertaining to the Employee Share Option Plan of Bionomics Limited and the Employee Equity Plan of Bionomics Limi

Certification of Principal Executive Officer

Exhibit 12.1 CERTIFICATION pursuant to Rules 13a-14(a) and 15d-14(a) under the securities exchange act of 1934 As adopted pursuant to section 302 of the Sarbanes-oxley act of 2002 I, Spyridon Papapetropoulos, certify that: 1. I have reviewed this Annual Report on Form 20-F of Bionomics Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit t

ATM Facility Agreement, dated May 5, 2023, with Cantor Fitzgerald (incorporated by reference to Exhibit 4.12 to Bionomics Limited’s Annual Report on Form 20-F for the fiscal year ended June 30, 2023, filed on October 18, 2023 (as amended on January 17, 2024))

Execution Copy EXHIBIT 4.12 BIONOMICS LIMITED American Depositary Shares (no value per share) Controlled Equity OfferingSM Sales Agreement May 5, 2023 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 Ladies and Gentlemen: Bionomics Limited, a public company incorporated under the laws of the Commonwealth of Australia (the “Company”), confirms its agreement (this “Agreement”) with C

Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended June 30, 2023 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended

Letter, dated July 23, 2022, amending the Consultancy Agreement dated March 18, 2019, between Bionomics Limited and Adrian Hinton (incorporated by reference to Exhibit 4.16 to Bionomics Limited’s Annual Report on Form 20-F for the fiscal year ended June 30, 2023, filed on October 18, 2023 (as amended on January 17, 2024))

EXHIBIT 4.16 COMMERCIAL IN CONFIDENCE 23 July 2022 Mr Adrian Hinton 15 Silver Crescent GRANGE SA 5022 Dear Adrian Amendment to your Consultancy Agreement dated 18 March 2019 I write to confirm that the Company would like to extend the term of your consultancy services for a period of 1 July 2022 to 30 June 2023 with the following amendment:. • Schedule 3 – Fees, in the Agreement will be replaced w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANG

Consulting Agreement, dated July 2021 and amended in May 2023 and August 2023, between Danforth Advisors, LLC and Bionomics Limited, (incorporated by reference to Exhibit 4.24 to Bionomics Limited’s Annual Report on Form 20-F for the fiscal year ended June 30, 2023, filed on October 18, 2023 (as amended on January 17, 2024))

Exhibit 4.24 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made effective as of July 16, 2021 (the “Effective Date”), by and between Bionomics Limited, an Australian corporation, with its principal place of business being 31 Dalgleish Street, Thebarton SA 5031 AUSTRALIA (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability company, with its principal p

Consultancy Agreement, dated April 1, 2021, between Bionomics Limited and Connor Bernstein

EXHIBIT 4.21 BIONOMICS LIMITED CONNOR B. BERNSTEIN, JB STRATEGY PARTNERS LLC consultancy agreement Exh. 4.21-1 TABLE OF CONTENTS RECITALS 4 1 DEFINITIONS AND INTERPRETATION 4 1.1 Definitions 4 1.2 Interpretation Rules 4 2 APPOINTMENT OF CONSULTANT 5 2.1 Appointment 5 2.2 Term 5 2.3 Extension of Term 5 2.4 Nature of Relationship 5 2.5 Exclusivity 5 3 CONSULTANCY FEE AND EXPENSES 5 3.1 Fee 5 3.2 Exp

Letter, dated July 1, 2022, from Bionomics Limited to Elizabeth Doolin (incorporated by reference to Exhibit 4.20 to Bionomics Limited’s Annual Report on Form 20-F for the fiscal year ended June 30, 2023, filed on October 18, 2023 (as amended on January 17, 2024))

EXHIBIT 4.20 COMMERCIAL IN CONFIDENCE 1 July 2022 Liz Doolin 50 Devereux Road HAZELWOOD PARK SA 5066 Dear Liz After completing several reviews at the end of the financial year, including your salary, I am pleased to advise that your Total Remuneration Package will increase, effective from 1 July 2022 from $230,000.00 per annum to $243,000.00 per annum. Out of this package, superannuation payments

Amended and Restated Employment Agreement, dated January 15, 2023, between Spyridon “Spyros” Papapetropoulos and Bionomics Inc., (incorporated by reference to Exhibit 4.23 to Bionomics Limited’s Annual Report on Form 20-F for the fiscal year ended June 30, 2023, filed on October 18, 2023 (as amended on January 17, 2024))

EXHIBIT 4.23 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of the Effective Date (as defined below), by and between Bionomics Inc., a Delaware corporation (the “Company”), a subsidiary of Bionomics Limited (the “Parent”), and Spyridon “Spyros” Papapetropoulos (“Executive”). WHEREAS, the Company desires to employ Executive, and Executive desires to c

Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 CERTIFICATION pursuant to Rules 13a-14(a) and 15d-14(a) under the securities exchange act of 1934 As adopted pursuant to section 302 of the Sarbanes-oxley act of 2002 I, Tim Cunnaingham, certify that: 1. I have reviewed this Annual Report on Form 20-F of Bionomics Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended June 30, 2023 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended

Letter, dated July 27, 2022, amending Consultancy Agreement dated April 1, 2021, between Bionomics Limited and Connor Bernstein

EXHIBIT 4.22 COMMERCIAL IN CONFIDENCE 27 July 2022 Mr Connor B Bernstein JB STRATEGY PARTNERS LLC 552 Hauth Lane Walnut Creek, CA 94567, USA Dear Connor Amendment to your Consultancy Agreement dated 1 April 2021 I wish to confirm that the Company would like to extend the term of your consultancy services for the period of 1 July 2022 to 30 June 2023. 1. Clause 8.1 (a) of the Agreement will be repl

Description of Securities

Exhibit 2.3 DESCRIPTION OF SECURITIES General The following description of the ordinary shares of Bionomics Limited (the “Ordinary Shares”) is only a summary. We encourage you to read our constitution which was adopted at our Annual General Meeting held on December 2, 2021, and which is incorporated by reference as an exhibit to our Annual Report on Form 20-F (our “Constitution”). The “Company,” “

Underwriting Agreement with Aegis dated 16 November 2022

EXHIBIT 4.11 BIONOMICS LIMITED (A public company limited by shares organized under the laws of the Commonwealth of Australia) 641,026 American Depositary Shares Representing 115,384,680 Ordinary Shares (no par value) UNDERWRITING AGREEMENT November 16, 2022 Aegis Capital Corp. Berenberg Capital Markets LLC As Representatives of the several Underwriters named on Schedule 1 attached hereto c/o Aegis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2023 (Commission File No. 001-41157) BIONOMIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal e

Bionomics Announces Successful End-of-Phase 2 Meeting with the FDA and Solidifies Plans to Initiate the Registrational Program for BNC210 in Social Anxiety Disorder

Exhibit 99.1 Bionomics Announces Successful End-of-Phase 2 Meeting with the FDA and Solidifies Plans to Initiate the Registrational Program for BNC210 in Social Anxiety Disorder • Positive outcome of End-of-Phase 2 meeting with U.S. Food and Drug Administration (FDA) in September 2023 enables advancement of BNC210 into Phase 3 studies in Social Anxiety Disorder • Company confirms agreement with th

BNOX / Bionomics Ltd. - ADR / TANG CAPITAL PARTNERS LP Passive Investment

Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

JOINT FILING AGREEMENT

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares, no par value per share, of Bionomics Limited and further agree to the filing of this ag

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 (Commission File No. 001-41157) BIONOMI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400] (Address of registrant’s principal

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 p23-2512exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing a

BNOX / Bionomics Ltd. - ADR / Point72 Asset Management, L.P. - BIONOMICS LIMITED/FI Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bionomics Limited (Name of Issuer) Ordinary Shares, no par value per share¹ (Title of Class of Securities) 09063M205² (CUSIP Number) September 28, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

Bionomics Limited

Exhibit 99.1 2023 Bionomics Limited ABN 55 075 582 740 Statutory Accounts Director’s Report In accordance with the Corporations Act 2001, the directors of Bionomics Limited ("Bionomics" or “Company”) report on the Company and the consolidated entity, being the Company and its controlled entities (“Group”), for the year ended 30 June 2023 (“the year” or “the period”). Directors The following person

Bionomics Announces Positive Topline Results from the Phase 2b ATTUNE Clinical Trial of BNC210 in Patients with Post-Traumatic Stress Disorder (PTSD)

Exhibit 99.1 Bionomics Announces Positive Topline Results from the Phase 2b ATTUNE Clinical Trial of BNC210 in Patients with Post-Traumatic Stress Disorder (PTSD) ATTUNE trial met its primary endpoint showing BNC210 treatment led to a statistically significant reduction in total PTSD symptom severity at 12 weeks. Statistically significant secondary endpoints showed improvements in depressive sympt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2023 (Commission File No. 001-41157) BIONOM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2023 (Commission File No. 001-41157) BIONOMICS L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal exec

ABN 53 075 582 740

Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 31 July 2023 Quarterly Activities and Cashflow Report Bionomics Limited (ASX: BNO, Nasdaq: BNOX), (Bionomics or the Company) a clinical-stage biopharmaceutical company developing novel, allosteric ion channel modulators designed to transform the lives of patients suffering from serious central nervous system (CNS) disorders with high unmet medical n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2023 (Commission File No. 001-41157) BIONOMICS L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal exec

Shareholder communication on the De-listing process

Exhibit 99.1 ASX ANNOUNCEMENT 28 July 2023 Shareholder communication on the De-listing process Bionomics Limited (ASX: BNO, Nasdaq: BNOX), (“Bionomics” or the “Company”), a clinical-stage biopharmaceutical company developing novel, allosteric ion channel modulators designed to transform the lives of patients suffering from serious central nervous system (“CNS”) disorders with high unmet medical ne

ABN 53 075 582 740

Exhibit 99.2 ABN 53 075 582 740 28 July 2023 MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 Dear Shareholder Bionomics Limited (ASX: BNO, Nasdaq: BNOX) – Voluntary delisting from the ASX Bionomics Limited (Bionomics or the Company) (ASX: BNO, Nasdaq: BNOX) has requested and received formal approval from the Australian Securities Exchange (ASX) to be rem

Bionomics announces voluntary delisting

Exhibit 99.1 ASX ANNOUNCEMENT 25 July 2023 Bionomics announces voluntary delisting Bionomics Limited (ASX:BNO, NASDAQ:BNOX) (Bionomics or the Company) announces its intention to de-list from the Australian Securities Exchange. Delisting Bionomics advises that it has submitted a formal request to the ASX to be removed from the official list of the ASX (Official List) in accordance with ASX Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2023 (Commission File No. 001-41157) BIONOMICS L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal exec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2023 (Commission File No. 001-41157) BIONOMICS L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal exec

24 July 2023

Exhibit 99.1 24 July 2023 Lisa Banh Senior Advisor, Listings Compliance ASX Compliance Pty Limited 20 Bridge Street, Sydney, NSW 2000 By email only Dear Lisa, REQUEST FOR TRADING HALT Bionomics Limited (ASX:BNO) (Bionomics or Company), a clinical-stage biopharmaceutical company, requests an immediate halt to the trading of the Company’s securities quoted on the Australian Securities Exchange (ASX)

ABN 53 075 582 740

Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 28 April 2023 Quarterly Activities and Cashflow Report Bionomics Limited (ASX: BNO, Nasdaq: BNOX), (Bionomics or the Company) a clinical-stage biopharmaceutical company developing novel, allosteric ion channel modulators designed to transform the lives of patients suffering from serious central nervous system (CNS) disorders with high unmet medical

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2023 (Commission File No. 001-41157) BIONOMICS L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal exec

Announcement Summary

Exhibit 99.1 Notification of cessation of +securities Announcement Summary Entity name BIONOMICS LIMITED Announcement Type New announcement Date of this announcement Friday July 07, 2023 Details of +securities that have ceased Number of ASX +security +securities that The +securities have Date of code Security description have ceased ceased due to cessation BNOAO OPTION EXPIRING VARIOUS DATES EX VA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2023 (Commission File No. 001-41157) BIONOMICS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal exe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2023 (Commission File No. 001-41157) BIONOMICS L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal exec

ABN 53 075 582 740

Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 3 July 2023 Bionomics Announces Key Leadership Updates to Drive U.S.-Focused Transformation and Next Stage of Strategic Growth • Alan Fisher appointed Chair of the Board of Directors • Tim Cunningham joins as Chief Financial Officer Bionomics Limited (ASX: BNO | Nasdaq: BNOX |) (Bionomics or Company), a clinical-stage biotechnology company developin

Bionomics Limited 200 Greenhill Road Eastwood SA 5063

CORRESP Bionomics Limited 200 Greenhill Road Eastwood SA 5063 Australia May 15, 2023 VIA EDGAR U.

Letter Agreement between Bionomics Limited and Citibank, N.A., as depositary

EX-4.3 Exhibit 4.3 [COMPANY LETTERHEAD] [ ⚫ ], 2023 Citibank, N.A. – ADR Department 388 Greenwich Street New York, NY 10013 Attn: [ ⚫ ] Program ADSs (CUSIP No.: 09063M205) Ladies and Gentlemen: Reference is made to the Deposit Agreement, dated as of December 17, 2021, as amended and supplemented from time to time (the “Deposit Agreement”), by and among Bionomics Limited, a public limited company i

Controlled Equity OfferingSM Sales Agreement, by and between the Registrant and Cantor Fitzgerald & Co.

Exhibit 1.2 BIONOMICS LIMITED American Depositary Shares (no value per share) Controlled Equity OfferingSM Sales Agreement May 5, 2023 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 Ladies and Gentlemen: Bionomics Limited, a public company incorporated under the laws of the Commonwealth of Australia (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald

Filing Fee Table

EX107 Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Bionomics Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Fees to be paid Equity Ordinary shares, no par value (1) Rule 457(o) (2)(3)(4) (5) $180,000,000 0.

As filed with the Securities and Exchange Commission on May 5, 2023

F-3 Table of Contents As filed with the Securities and Exchange Commission on May 5, 2023 Registration No.

Form of Indenture

EX-4.5 Exhibit 4.5 BIONOMICS LIMITED INDENTURE Dated as of , 20 Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Establishme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2023 (Commission File No. 001-41157) BIONOMICS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal exe

ABN 53 075 582 740

Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 27 April 2023 BIONOMICS ANNOUNCES THE COMPLETION OF ENROLMENT IN PHASE 2B ATTUNE CLINICAL TRIAL OF BNC210 IN PATIENTS WITH POST-TRAUMATIC STRESS DISORDER (PTSD) Topline results expected in Q3 2023 Bionomics Limited (ASX: BNO | Nasdaq: BNOX) (Bionomics or Company), a clinical-stage biopharmaceutical company developing novel allosteric ion channel mod

ABN 53 075 582 740

Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 9 March 2023 Bionomics Reports Promising Update on Analysis from PREVAIL Phase 2 Study of BNC210 Social Anxiety Disorder (SAD) • Both doses of BNC210 as an acute treatment resulted in reductions in anxiety across multiple phases of the public speaking challenge • Results achieved statistical significance in post-hoc analysis of the full data set and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2023 (Commission File No. 001-41157) BIONOMICS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal exe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2023 (Commission File No. 001-41157) BIONOMI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal

ABN 53 075 582 740

Exhibit 99.1 ABN 53 075 582 740 BIONOMICS LIMITED ASX half-year information – 31 December 2022 Lodged with the ASX under Listing Rule 4.2A Contents Page Results for Announcement to the Market 2 Announcement 3 Half-year Report 5 Page 1 of 26 BIONOMICS LIMITED Half-year ended 31 December 2022 (Previous corresponding period: Half-year ended 31 December 2021) Results for announcement to the market $ C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2023 (Commission File No. 001-41157) BIONOMI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400] (Address of registrant’s principal

Appendix 3Y Change of Director’s Interest Notice

Exhibit 99.2 Appendix 3Y Change of Director’s Interest Notice Rule 3.19A.2 Appendix 3Y Change of Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity Bionomics Limited ABN 53 075 582 740 We (the entity)

Appendix 3Y Change of Director’s Interest Notice

Exhibit 99.1 Appendix 3Y Change of Director’s Interest Notice Rule 3.19A.2 Appendix 3Y Change of Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity Bionomics Limited ABN 53 075 582 740 We (the entity)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2023 (Commission File No. 001-41157) BIONOMI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal

ABN 53 075 582 740

Exhibit 99.1 ABN 53 075 582 740 21 February 2023 ASX Market Announcements ASX Limited Level 4 Stock Exchange Centre 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam, RESULTS OF ANNUAL GENERAL MEETING In accordance with Listing Rule 3.13.2 and section 251AA of the Corporations Act, the attached document provides details of the proxies received and the manner in which votes were cast for each resolut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2023 (Commission File No. 001-41157) BIONOMIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal e

ABN 53 075 582 740

EX-99.1 2 bnox-ex991.htm EX-99.1 Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 30 January 2023 Quarterly Activities and Cashflow Report Bionomics Limited (ASX: BNO, Nasdaq: BNOX), (Bionomics or the Company) a clinical-stage biopharmaceutical company developing novel, allosteric ion channel modulators designed to transform the lives of patients suffering from serious central nervous system (“CNS

NOTICE OF GENERAL MEETING

Exhibit 99.1 BIONOMICS LIMITED ACN 075 582 740 Notice of General Meeting Explanatory Statement and Proxy Form Date of Meeting: Tuesday, 21 February 2023 Time of Meeting: 8:30 am (Adelaide Time, ACDT) This meeting will be held virtually via an online platform. Further information regarding participation in the meeting is set out on page 2 of this document. If you are a Shareholder who wishes to att

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2023 (Commission File No. 001-41157) BIONOMIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2023 (Commission File No. 001-41157) BIONOMIC

6-K 1 bnox-6k-directorintoptio.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2023 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 74

Appendix 3X Initial Director’s Interest Notice

EX-99.1 2 bnox-ex991.htm EX-99.1 Exhibit 99.1 Rule 3.19A.1 Appendix 3X Initial Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/9/2001. Name of entity BIONOMICS LIMITED ABN 075 582 740 We (the entity) give ASX the following information u

Announcement Summary

EX-99.2 3 bnox-ex992.htm EX-99.2 Exhibit 99.2 Notification of cessation of +securities Announcement Summary Entity name BIONOMICS LIMITED Announcement Type New announcement Date of this announcement Monday January 09, 2023 Details of +securities that have ceased Number of ASX +security +securities that The +securities have Date of code Security description have ceased ceased due to cessation BNOAO

ABN 53 075 582 740

Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 19 December 2022 Bionomics Reports Topline Results in PREVAIL Phase 2 Study of BNC210 in Social Anxiety Disorder • BNC210 for Treatment of Social Anxiety Disorder (SAD) Did Not Meet Primary Endpoint • Subjects with Confirmed SAD who Received BNC210 Exhibited Trends Toward Improvements Across Endpoints Compared to Placebo • BNC210 Demonstrated Favour

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of December, 2022 (Commission File No. 001-41157) BIONOMI

6-K 1 bnox-6k-prevailresults.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of December, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 740

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of December, 2022 (Commission File No. 001-41157) BIONOMI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of December, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant?s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant?s principal

ABN 53 075 582 740

EX-99.1 2 bnox-ex991.htm EX-99.1 Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 16 December 2022 Bionomics appoints Spyridon “Spyros” Papapetropoulos as President and Chief Executive Officer Experienced biotech executive to lead the next phase of growth Bionomics Limited (ASX: BNO, Nasdaq: BNOX), (Bionomics or the Company) a clinical-stage biopharmaceutical company developing novel, allosteric i

641,026 AMERICAN DEPOSITARY SHARES REPRESENTING 115,384,680 ORDINARY SHARES $7.80 per ADS

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-268314 PROSPECTUS 641,026 AMERICAN DEPOSITARY SHARES REPRESENTING 115,384,680 ORDINARY SHARES $7.80 per ADS This is an offering of Bionomics Limited in the United States. Bionomics Limited is offering American Depositary Shares (?ADSs?), each representing 180 ordinary shares. Our ordinary shares are listed on the Australian Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2022 (Commission File No. 001-41157) BIONOMI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant?s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant?s principal

ABN 53 075 582 740

Exhibit 99.1 ABN 53 075 582 740 16 November 2022 ASX Market Announcements ASX Limited Level 4 Stock Exchange Centre 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam, RESULTS OF ANNUAL GENERAL MEETING In accordance with Listing Rule 3.13.2 and section 251AA of the Corporations Act, the attached document provides details of the proxies received and the manner in which votes were cast for each resolut

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) Bionomics Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Fees to Be Paid Equity Ordinary Shares, no par value(1) Rule 457(o) 47,179(2) $7.

As filed with the Securities and Exchange Commission on November 16, 2022

F-1MEF 1 d388239df1mef.htm F-1MEF As filed with the Securities and Exchange Commission on November 16, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bionomics Limited (Exact name of registrant as specified in its charter) Not applicable (Translation of registrant’s name into Englis

Bionomics Limited 200 Greenhill Road Eastwood SA 5063

CORRESP 1 filename1.htm Bionomics Limited 200 Greenhill Road Eastwood SA 5063 Australia November 14, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street N.E. Washington, D.C. 20549 Attention: Christopher Edwards Jordan Nimitz Kevin Vaugh Christine Wong Re: Bionomics Limited Registration Statement on Form F-1 File No. 333-26831

Form of Underwriting Agreement

EX-1.1 2 d408417dex11.htm EX-1.1 Exhibit 1.1 BIONOMICS LIMITED (A public company limited by shares organized under the laws of the Commonwealth of Australia) [●] American Depositary Shares Representing [●] Ordinary Shares (no par value) UNDERWRITING AGREEMENT [PRICING DATE], 2022 Aegis Capital Corp. Berenberg Capital Markets LLC As Representatives of the several Underwriters named on Schedule 1 at

November 14, 2022

CORRESP 1 filename1.htm November 14, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street N.E. Washington, D.C. 20549 Attention: Christopher Edwards Jordan Nimitz Kevin Vaugh Christine Wong Re: Bionomics Limited Registration Statement on Form F-1 File No. 333-268314 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rule

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) Bionomics Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Fees to Be Paid Equity Ordinary Shares, no par value(1) Rule 457(c) 690,000(2) $8.

As filed with the Securities and Exchange Commission on November 14, 2022

Table of Contents As filed with the Securities and Exchange Commission on November 14, 2022 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) Bionomics Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Fees to Be Paid Equity Ordinary Shares, no par value(1) Rule 457(c) 611,702(2) $9.

Power of Attorney (included on the signature page of the Prior Registration Statement filed on November 10, 2022)

Table of Contents Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bionomics Limited (Exact name of registrant as specified in its charter) Not applicable (Translation of registrant?s name into English) Australia 2834 98-1008557 (State or other jurisdiction of incorporation or organization

Confidential Treatment Requested by Bionomics Limited Pursuant to 17 C.F.R. § 200.83 As confidentially submitted to the Securities and Exchange Commission on October 31, 2022

Table of Contents Confidential Treatment Requested by Bionomics Limited Pursuant to 17 C.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2022 (Commission File No. 001-41157) BIONOMIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant?s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant?s principal e

ABN 53 075 582 740

EX-99.1 2 bnox-ex991.htm EX-99.1 Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 25 October 2022 Quarterly Activities and Cashflow Report Bionomics Limited (ASX: BNO, Nasdaq: BNOX), (Bionomics or the Company) a clinical-stage biopharmaceutical company developing novel, allosteric ion channel modulators designed to transform the lives of patients suffering from serious central nervous system (“CNS

Bionomics LimitedSRN/HIN: I9999999999 BNO MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 ABN 53 075 582 740 XX For your proxy appointment to be effective it must be received by 9:30am (ACDT) on Monday, 14

Exhibit 99.2 Bionomics LimitedSRN/HIN: I9999999999 BNO MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 ABN 53 075 582 740 XX For your proxy appointment to be effective it must be received by 9:30am (ACDT) on Monday, 14 November 2022. All your securities will be voted in accordance with your directions. YOUR VOTE IS IMPORTANT Phone: 1300 556 161 (within A

Proposed issue of securities

Exhibit 99.3 Proposed issue of securities Announcement Summary Entity name BIONOMICS LIMITED Announcement Type New announcement Date of this announcement 17/10/2022 The Proposed issue is: A placement or other type of issue Total number of +securities proposed to be issued for a placement or other type of issue Maximum Number of ASX +security code +Security description +securities to be issued BNO

NOTICE OF ANNUAL GENERAL MEETING

Exhibit 99.1 BIONOMICS LIMITED ACN 075 582 740 Notice of Annual General Meeting Explanatory Statement and Proxy Form Date of Meeting: Wednesday, 16 November 2022 Time of Meeting: 9.30am (Adelaide Time, ACDT) Place of Meeting: Banquet Room, Adelaide Festival Centre, King William Road Adelaide SA 5000 Bionomics Limited Notice of Annual General Meeting 1 NOTICE OF ANNUAL GENERAL MEETING Notice is her

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2022 (Commission File No. 001-41157) BIONOMIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal e

ABN 53 075 582 740

EX-99.1 2 bnox-ex991.htm EX-99.1 Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 18 October 2022 Bionomics Receives R&D Tax Incentive Refund for FY2022 of A$4.6 million Bionomics Limited (ASX: BNO, NASDAQ: BNOX), a clinical stage biopharmaceutical company, is pleased to announce that the Company has received A$4,634,307.30 research and development (R&D) tax incentive refund relating to the financ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2022 (Commission File No. 001-41157) BIONOMIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal e

Consent of Ernst & Young, an independent registered public accounting firm.

EXHIBIT 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-261783) pertaining to the Employee Share Option Plan of Bionomics Limited, the Employee Equity Plan of Bionomics Limited, the Employee Equity Award Offer Letter with Errol De Souza, Ph.D. and the Employee Equity Award Offer Letter with E

Form 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANG

Certification of Principal Executive Officer (Errol De Souza)(136544746.1)

Exhibit 12.1 CERTIFICATION pursuant to Rules 13a-14(a) and 15d-14(a) under the securities exchange act of 1934 As adopted pursuant to section 302 of the Sarbanes-oxley act of 2022 I, Errol De Souza, Ph.D., certify that: 1. I have reviewed this Annual Report on Form 20-F of Bionomics Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to s

Description of Securities

EX-2.3 2 bnox-ex23.htm EX-2.3 Exhibit 2.3 DESCRIPTION OF SECURITIES General The following description of the ordinary shares of Bionomics Limited (the “Ordinary Shares”) is only a summary. We encourage you to read our constitution which was adopted at our Annual General Meeting held on December 2, 2021, and which is incorporated by reference as an exhibit to our Annual Report on Form 20-F (our “Co

Letter, dated July 27, 2022, amending Consultancy Agreement dated April 1, 2021, between Bionomics Limited and Connor Bernstein

EX-4.20 6 bnox-ex420.htm EX-4.20 EXHIBIT 4.20 COMMERCIAL IN CONFIDENCE 27 July 2022 Mr Connor B Bernstein JB STRATEGY PARTNERS LLC 552 Hauth Lane Walnut Creek, CA 94567, USA Dear Connor Amendment to your Consultancy Agreement dated 1 April 2021 I wish to confirm that the Company would like to extend the term of your consultancy services for the period of 1 July 2022 to 30 June 2023. 1. Clause 8.1

Letter, dated July 23, 2022, amending the Consultancy Agreement dated March 18, 2019, between Bionomics Limited and Adrian Hinton

EX-4.14 3 bnox-ex414.htm EX-4.14 EXHIBIT 4.14 COMMERCIAL IN CONFIDENCE 23 July 2022 Mr Adrian Hinton 15 Silver Crescent GRANGE SA 5022 Dear Adrian Amendment to your Consultancy Agreement dated 18 March 2019 I write to confirm that the Company would like to extend the term of your consultancy services for a period of 1 July 2022 to 30 June 2023 with the following amendment:. • Schedule 3 – Fees, in

Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.2 CERTIFICATION pursuant to Rules 13a-14(a) and 15d-14(a) under the securities exchange act of 1934 As adopted pursuant to section 302 of the Sarbanes-oxley act of 2022 I, Adrian Hinton, certify that: 1. I have reviewed this Annual Report on Form 20-F of Bionomics Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a m

Letter, dated July 1, 2022, from Bionomics Limited to Elizabeth Doolin

EX-4.18 4 bnox-ex418.htm EX-4.18 EXHIBIT 4.18 COMMERCIAL IN CONFIDENCE 1 July 2022 Liz Doolin 50 Devereux Road HAZELWOOD PARK SA 5066 Dear Liz After completing several reviews at the end of the financial year, including your salary, I am pleased to advise that your Total Remuneration Package will increase, effective from 1 July 2022 from $230,000.00 per annum to $243,000.00 per annum. Out of this

Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended June 30, 2022 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended

Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended June 30, 2022 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended

Consultancy Agreement, dated April 1, 2021, between Bionomics Limited and Connor Bernstein

EX-4.19 5 bnox-ex419.htm EX-4.19 EXHIBIT 4.19 BIONOMICS LIMITED CONNOR B. BERNSTEIN, JB STRATEGY PARTNERS LLC consultancy agreement Exh. 4.19-1 TABLE OF CONTENTS RECITALS 4 1 DEFINITIONS AND INTERPRETATION 4 1.1 Definitions 4 1.2 Interpretation Rules 4 2 APPOINTMENT OF CONSULTANT 5 2.1 Appointment 5 2.2 Term 5 2.3 Extension of Term 5 2.4 Nature of Relationship 5 2.5 Exclusivity 5 3 CONSULTANCY FEE

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Exhibit 99.2 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Name of entity Bionomics Ltd ABN/ARBN Financial year ended: 53 075 582 740 30 June 2022 Our corporate governance statement for the period above can be found at:☐☒ These pages of our annual report: This URL on our website: https://www.bionomics.com.au/investor-centre/corporate-governance/ The Cor

2022 BIONOMICS ANNUAL REPORT

EX-99.1 2 bnox-ex991.htm EX-99.1 Exhibit 99.1 2022 BIONOMICS ANNUAL REPORT Director’s Report CONTENTS PAGE EXECUTIVE CHAIRMAN REPORT 1 DIRECTORS’ REPORT 2 ANNUAL CONSOLIDATED FINANCIAL STATEMENTS 23 INDEPENDENT AUDIT REPORT 71 SHAREHOLDERS INFORMATION 76 2 Executive Chairman's Report Dear Shareholders, This past year has been one of monumental progress for Bionomics against a backdrop that has inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2022 (Commission File No. 001-41157) BIONOMIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant?s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400] (Address of registrant?s principal

BIONOMICS LIMITED 2022 CORPORATE GOVERNANCE STATEMENT

EX-99.3 4 bnox-ex993.htm EX-99.3 Exhibit 99.3 BIONOMICS LIMITED 2022 CORPORATE GOVERNANCE STATEMENT Bionomics Limited (the Company) and the Board are committed to achieving and applying a high standard of corporate governance taking into consideration the Company’s size and the industry in which the Company operates. The Company’s Governance framework described below is consistent with the Austral

ABN 53 075 582 740

Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 4 October 2022 Bionomics to Participate in the Cantor Neurology & Psychiatry Conference Bionomics Limited (ASX: BNO, NASDAQ:BNOX), (Bionomics or Company), a clinical-stage biopharmaceutical company developing novel, allosteric ion channel modulators designed to transform the lives of patients suffering from serious central nervous system (CNS) disor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2022 (Commission File No. 001-41157) BIONOMIC

6-K 1 bnox-6k-cantorconf.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Ad

ABN 53 075 582 740

ABN 53 075 582 740 ASX ANNOUNCEMENT 21 September 2022 Bionomics to Host KOL Webinar on BNC210 and Social Anxiety Disorder Bionomics Limited (ASX: BNO, NASDAQ:BNOX), (Bionomics or Company), a clinical stage biopharmaceutical company, is pleased to announce that it will host a Key Opinion Leader (KOL) webinar on BNC210, a proprietary, first-in-class oral therapeutic with potential to treat Social Anxiety Disorder (SAD) on Wednesday, October 12, 2022 at 2:30pm ? 3:30pm ET.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2022 (Commission File No. 001-41157) BIONOM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant?s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant?s principal

ABN 53 075 582 740

EX-99.1 2 bnox-ex991.htm EX-99.1 Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 25 August 2022 Bionomics reports Full Year Financial Results Bionomics Limited (ASX:BNO, OTCQB:BNOEF), today announced its financial results for the 12 months ended 30 June 2022. Bionomics is a clinical stage biopharmaceutical company developing novel, allosteric, ion channel modulators designed to transform the live

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2022 (Commission File No. 001-41157) BIONOMICS

6-K 1 bnox-app4estatreport.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400] (

ABN 53 075 582 740 Results for Announcement to the Market Appendix 4E as required under ASX Listing Rule 4.3A Year ended 30 June 2022 (previous corresponding period: year ended 30 June 2021)

Exhibit 99.2 ABN 53 075 582 740 Results for Announcement to the Market Appendix 4E as required under ASX Listing Rule 4.3A Year ended 30 June 2022 (previous corresponding period: year ended 30 June 2021) AUD$ Revenue from continuing operations increased by 100% to 263,634 Loss from continuing operations after tax increased by 150% to 21,759,358 Loss for the year increased by 150% to 21,759,358 Div

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2022 (Commission File No. 001-41157) BIONOMICS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal ex

ABN 53 075 582 740

Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 8 August 2022 Bionomics Receives R&D Tax Incentive Refund for FY2021 of A$2.1M Bionomics Limited (ASX: BNO, NASDAQ:BNOX), a clinical stage biopharmaceutical company, is pleased to announce that the Company has received A$2,085,453.17 research and development (R&D) tax incentive refund relating to the financial year ended June 2021. The Australian Go

ABN 53 075 582 740

Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 29 July 2022 Quarterly Activities and Cashflow Report Bionomics Limited (ASX: BNO, Nasdaq: BNOX), (Bionomics or the Company) a global, clinical stage biopharmaceutical company, today released its Appendix 4C ? Quarterly Cashflow Report. Highlights during the Quarter ended 30 June 2022 (Quarter) and up to the date of this announcement include: ? On 6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2022 (Commission File No. 001-41157) BIONOMICS L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant?s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant?s principal exec

Announcement Summary

EX-99.1 2 bnox-ex991.htm EX-99.1 Exhibit 99.1 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Announcement Summary Entity name BIONOMICS LIMITED Date of this announcement Wednesday July 20, 2022 The +securities the subject of this notification are: +Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX Total number of +s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2022 (Commission File No. 001-41157) BIONOMICS L

6-K 1 bnox-6k-issueofoptions.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2022 (Commission File No. 001-41157) BIONOMICS L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal exec

Announcement Summary

EX-99.1 2 bnox-ex991.htm EX-99.1 Notification of cessation of +securities Announcement Summary Entity name BIONOMICS LIMITED Announcement Type New announcement Date of this announcement Monday July 04, 2022 Details of +securities that have ceased Number of ASX +security +securities that The +securities have Date of code Security description have ceased ceased due to cessation BNOAO OPTION EXPIRING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June, 2022 (Commission File No. 001-41157) BIONOMICS L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal exec

ABN 53 075 582 740

EX-99.1 2 bnox-ex991.htm EX-99.1 Exhibit 99.1 ABN 53 075 582 740 13 June 2022 Bionomics Investor Webinar Bionomics Limited (ASX: BNO |Nasdaq: BNOX ), (Bionomics or the Company), a clinical-stage biopharmaceutical company developing novel, allosteric ion channel modulators designed to transform the lives of patients suffering from serious central nervous system (CNS) disorders with high unmet medic

Appendix 3Y Change of Director’s Interest Notice

Exhibit 99.1 Rule 3.19A.2 Appendix 3Y Change of Director?s Interest Notice Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX?s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity Bionomics Ltd ABN 53 075 582 740 We (the entity) give ASX the following information under listing rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2022 (Commission File No. 001-41157) BIONOMICS LI

6-K 1 bnox-6k-changedirintmd.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Ad

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2022 (Commission File No. 001-41157) BIONOMICS LI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant’s principal execu

Bionomics Limited to Participate in Upcoming Investor Conferences

EX-99.1 2 bnox-ex991.htm EX-99.1 Exhibit 99.1 Bionomics Limited to Participate in Upcoming Investor Conferences May 16, 2022 ADELAIDE, Australia, May 16, 2022 /PRNewswire/ - Bionomics Limited (Nasdaq: BNOX | ASX: BNO) (Bionomics or Company), a clinical-stage biopharmaceutical company developing novel, allosteric ion channel modulators designed to transform the lives of patients suffering from seri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2022 (Commission File No. 001-41157) BIONOMICS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant?s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (Address of registrant?s principal exe

ABN 53 075 582 740

EX-99.1 2 bnox-ex991.htm EX-99.1 Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 29 April 2022 Quarterly Activities and Cashflow Report Bionomics Limited (ASX:BNO, NASDAQ:BNOX), (“Bionomics” or “the Company”) a global, clinical stage biopharmaceutical company, today released its Appendix 4C – Quarterly Cashflow Report. Highlights during the quarter ended 31 March 2022 (“Quarter”) and up to the da

ABN 53 075 582 740

EX-99.1 2 bnox-ex991.htm EX-99.1 Exhibit 99.1 ABN 53 075 582 740 BIONOMICS LIMITED ASX half-year information – 31 December 2021 Lodged with the ASX under Listing Rule 4.2A Contents Page Results for Announcement to the Market 2 Announcement 3 Half-year Report 6 Page 1 of 26 BIONOMICS LIMITED Half-year ended 31 December 2021 (Previous corresponding period: Half-year ended 31 December 2020) Results f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2022 (Commission File No. 001-41157) BIONOMIC

6-K 1 bionomics-6khye-app.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400] (

BIOTECHNOLOGY VALUE FUND L P - THE SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Bionomics Limited (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) 09063M205 (CUSIP Number) December 31, 2021

Joint Filing Agreement

EX-99.1 2 ex991to13g07422bnox02142022.htm JOINT FILING AGREEMENT Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated February 14, 2022 with respect to the ordinary shares, no par value per share, of Bionomics Limited, an Australian company, and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf o

ABN 53 075 582 740

EX-99.1 2 bnox-ex991.htm EX-99.1 Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 28 JANUARY 2022 Quarterly Activities and Cashflow Report Bionomics Limited (ASX:BNO, NASDAQ:BNOX), (“Bionomics” or “the Company”) a global, clinical stage biopharmaceutical company, today released its Appendix 4C - Quarterly Cashflow Report. Highlights during the quarter ended 31 December 2021 (“Quarter”) and up to t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2022 (Commission File No. 001-41157) BIONOMIC

6-K 1 bnox-6k-app4c-280122.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2022 (Commission File No. 001-41157) BIONOMICS LIMITED (Translation of registrant’s name into English) 200 Greenhill Road Eastwood SA 5063 Tel: +618 8150 7400 (

SAFE HARBOR STATEMENT 2 Factors Affecting Future Performance This presentation may contain forward-looking statements within the meaning of the United States’ Private Securities Litigation Reform Act of 1995. Any statements contained in this presenta

EX-99.1 2 d248808dex991.htm EX-99.1 Exhibit 99.1 TO IMPROVE THE LIVES OF PATIENTS WITH SERIOUS CNS DISORDERS Corporate Presentation Nasdaq: BNOX ASX: BNO H.C. Wainwright BIOCONNECT Virtual Conference January 10 - 13, 2022 SAFE HARBOR STATEMENT 2 Factors Affecting Future Performance This presentation may contain forward-looking statements within the meaning of the United States’ Private Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of January 2022 Commission File Number: 001

6-K 1 d248808d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of January 2022 Commission File Number: 001-41157 BIONOMICS LIMITED (Exact Name of Registrant as Specified in Its Charter) 200 Greenhill Road Eastwood SA 5063 Australia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of January 2022 Commission File Number: 001

6-K 1 d112589d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of January 2022 Commission File Number: 001-41157 BIONOMICS LIMITED (Exact Name of Registrant as Specified in Its Charter) 200 Greenhill Road Eastwood SA 5063 Australia

ABN 53 075 582 740

EX-99.1 2 d112589dex991.htm EX-99.1 Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 04 January 2022 Bionomics Initiates Phase 2 PREVAIL Study of BNC210 for the Acute Treatment of Social Anxiety Disorder Bionomics Limited (ASX:BNO, NASDAQ:BNOX) (Bionomics or Company), a clinical-stage biopharmaceutical company, is pleased to announce that it has initiated its Phase 2 clinical trial (the PREVAIL St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of December 2021 Commission File Number: 00

6-K 1 d39249d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of December 2021 Commission File Number: 001-41157 BIONOMICS LIMITED (Exact Name of Registrant as Specified in Its Charter) 200 Greenhill Road Eastwood SA 5063 Australia

ABN 53 075 582 740

Exhibit 99.1 ABN 53 075 582 740 ASX ANNOUNCEMENT 31 December 2021 Resignation of Director Bionomics Limited (Bionomics or Company), a clinical-stage biopharmaceutical company, announced today the resignation of Mr Mitchell Kaye as a Non-Executive Director of the Board of Bionomics Limited effective 31 December 2021. Mr Kaye resigns under the terms of the agreement through which he was appointed in

Appendix 3Z Final Director’s Interest Notice

EX-99.2 3 d39249dex992.htm EX-99.2 Exhibit 99.2 Appendix 3Z Final Director’s Interest Notice Rule 3.19A.3 Appendix 3Z Final Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/9/2001. Name of entity Bionomics Limited ABN 53 075 582 740 We (

Apeiron Investment Group Ltd. - SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Bionomics Limited (Name of Issuer) Ordinary Shares** (Title of Class of Securities) 09063M106** (CUSIP Number) Julien H?fer Apeiron Investment Group Ltd. Beatrice, at 66 & 67 Amery Street, SLM1707, Sliema, Malta +356 9960 9158 (Name, Address and Telephone

JOINT FILING AGREEMENT

EX-99.1 2 d165777dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of December, 2021 Commission File Number: 0

6-K 1 d277473d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of December, 2021 Commission File Number: 001-41157 BIONOMICS LIMITED (Exact Name of Registrant as Specified in Its Charter) 200 Greenhill Road Eastwood SA 5063 Austral

Appendix 3Y Change of Director’s Interest Notice

EX-99.1 2 d277473dex991.htm EX-99.1 Exhibit 99.1 Appendix 3Y Change of Director’s Interest Notice Rule 3.19A.2 Appendix 3Y Change of Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity Bionomics Limited

Appendix 3Y Change of Director’s Interest Notice

EX-99.2 3 d277473dex992.htm EX-99.2 Exhibit 99.2 Appendix 3Y Change of Director’s Interest Notice Rule 3.19A.2 Appendix 3Y Change of Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity Bionomics Limited

Deposit Agreement between Bionomics Limited, Citibank, N.A., as depositary, and the holders and beneficial owners of American depositary shares issued thereunder, dated December 17, 2021

EX-4.3 2 d239350dex43.htm EX-4.3 Exhibit 4.3 DEPOSIT AGREEMENT by and among BIONOMICS LIMITED and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of December 17, 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” a

Employee Equity Award Offer Letter, dated December 16, 2021, from Bionomics Limited to Errol De Souza, Ph.D.

Exhibit 10.3 COMMERCIAL IN CONFIDENCE 16 December 2021 Dr Errol De Souza Dear Errol, OFFER LETTER - EMPLOYEE EQUITY AWARD On behalf of the Board of Directors (?Board?) of Bionomics Ltd (?Company?), I am pleased to offer you, a grant of 47,786,607 options over fully paid ordinary shares (?Shares?) in the share capital of the Company (?Options?) in accordance your Executive Employment Agreement (?Em

As filed with the Securities and Exchange Commission on December 20, 2021

S-8 1 d239350ds8.htm S-8 As filed with the Securities and Exchange Commission on December 20, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIONOMICS LIMITED (Exact Name of Registrant as Specified in Its Charter) Australia 98-1008557 (State or Other Jurisdiction of Incorporation or

Employee Equity Award Offer Letter, dated December 16, 2021, from Bionomics Limited to Errol De Souza, Ph.D.

EX-10.4 5 d239350dex104.htm EX-10.4 Exhibit 10.4 16 December 2021 Dr Errol De Souza Dear Errol, OFFER LETTER—EMPLOYEE EQUITY AWARD On behalf of the Board of Directors (“Board”) of Bionomics Ltd (“Company”), I am pleased to offer you, a grant of 13,430,160 options over fully paid ordinary shares (“Shares”) in the share capital of the Company (“Options”), subject to the terms and conditions set fort

1,622,000 AMERICAN DEPOSITARY SHARES REPRESENTING 291,960,000 ORDINARY SHARES US$12.35 per ADS

424B4 1 d190544d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-261280 PROSPECTUS 1,622,000 AMERICAN DEPOSITARY SHARES REPRESENTING 291,960,000 ORDINARY SHARES US$12.35 per ADS This is the initial public offering of Bionomics Limited in the United States. Bionomics Limited is offering American Depositary Shares (“ADSs”), each representing 180 ordinary shares

Bionomics Limited 200 Greenhill Road Eastwood SA 5063

Bionomics Limited 200 Greenhill Road Eastwood SA 5063 Australia December 15, 2021 VIA EDGAR U.

[Signature Page Follows]

CORRESP 1 filename1.htm December 15, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Christopher Edwards Jordan Nimitz Kevin Vaugh Christine Wong Re: Bionomics Limited Registration Statement on Form F-1 Registration No. 333-261280 Acceleration Request Requested Date: December 15, 2021 Req

As filed with the Securities and Exchange Commission on December 13, 2021.

Table of Contents As filed with the Securities and Exchange Commission on December 13, 2021.