Filed pursuant to Rule
424(b)(3)
Registration No. 333-280288
Prospectus
![](https://www.sec.gov/Archives/edgar/data/1191070/000121390024056217/image_001.jpg)
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 by 20,228,963 American Depositary Shares (“ADS”), all of which were initially
issued by us pursuant to the Securities Purchase Agreement dated as of May 31, 2024 by and between us and the Selling Shareholder. Each
ADS represents 180 ordinary shares.
The Selling Shareholder will receive all the proceeds
from any sales of ADSs offered pursuant to this prospectus. We will, however, receive proceeds from any exercise of warrants by the Selling
Shareholder. We will pay the expenses associated with registering the sales of ADSs by the Selling Shareholder.
The Selling Shareholder will bear the commissions
and discounts, if any, attributable to any sale of the ADSs by Selling Shareholder. The Selling Shareholder may sell the ADSs at various
times and in various types of transactions, including sales in the open market, sales in negotiated transactions and sales by a combination
of these methods. ADSs may be sold at the market price at the time of a sale, at prices relating to the market price over a period of
time or at prices negotiated with the buyers of ADSs. See “Plan of Distribution” for more information.
The ADSs are listed on The
Nasdaq Global Market under the symbol “BNOX”.
Investing in the ADSs involves risks.
See “Risk Factors” beginning on page 6 of this prospectus.
Neither the Securities and Exchange Commission,
nor any state securities commission, has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
Prospectus dated June 26, 2024
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus only provides you with a general
description of the securities being offered. This prospectus is part of a registration statement on Form F-1 that we filed with the Securities
and Exchange Commission (“SEC”). You should rely only on the information contained in or incorporated by reference into this
prospectus or contained in any free writing prospectus prepared by or on behalf of us or to which we have referred you.
This prospectus and the information incorporated
herein by reference contain summaries of certain provisions contained in some of the documents described herein, but reference is made
to the actual documents for complete information. All the summaries are qualified in their entirety by the actual documents. Copies of
some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled
“Incorporation of Documents by Reference.” You should read this prospectus, together with additional information described
below under the heading “Where You Can Find Additional Information,” and “Incorporation of Documents by Reference”
before deciding whether to invest in any of the ADSs being offered by the Selling Shareholder. For a more complete understanding of the
offering of the ADSs, you should refer to the registration statement, including the exhibits. You may access the registration statement,
exhibits and other reports we file with the SEC on the SEC’s website.
The information in this prospectus is accurate
as of the date on the front cover of this prospectus, and the information in any free writing prospectus that we may provide you in connection
with this offering is accurate only as of the date of that free writing prospectus. Neither the delivery of this prospectus nor the sale
of any securities means that information contained in this prospectus is correct after the date of this prospectus or as of any other
date. Any information incorporated by reference is only accurate as of the date of the document incorporated by reference.
Unless otherwise indicated or the context implies
otherwise:
| ● | “we,” “us,”
or “our” refers to Bionomics Limited, an Australian corporation, and its consolidated subsidiaries; |
| ● | “shares” or “ordinary
shares” refers to our ordinary shares; |
| ● | “ADSs”
refers to American Depositary Shares, each of which represents 180 ordinary shares; and |
| ● | “ADRs”
refers to American Depositary Receipts, which evidence the ADSs. |
We
use our registered and unregistered trademarks, including Bionomics™, in this prospectus. This prospectus also includes
trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames
referred to in this prospectus appear without the ® and ™ symbols, but those references
are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or that the applicable
owner will not assert its rights, to these trademarks and tradenames.
Our reporting and functional
currency is the Australian dollar. Solely for the convenience of the reader, this prospectus contains translations of some Australian
dollar amounts into U.S. dollars at specified rates. Except as otherwise stated in this prospectus, all translations from Australian dollars
to U.S. dollars are based on the rate published by the Reserve Bank of Australia on the date indicated. No representation is made that
the Australian dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars at such rate.
All references to “$” in this prospectus
refer to Australian dollars or U.S. dollars, as the context requires based on the foregoing. All references to “A$” in this
prospectus mean Australian dollars. All references to “US$” in this prospectus mean U.S. dollars.
Our fiscal year end is June
30. References to a particular “fiscal year” are to our fiscal year ended June 30 of that calendar year.
Unless otherwise indicated,
the consolidated financial statements and related notes incorporated by reference in this prospectus have been prepared in accordance
with International Accounting Standards and also comply with International Financial Reporting Standards, or IFRS, and interpretations
issued by the International Accounting Standards Board.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act
of 1934, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that are based on our management’s
beliefs and assumptions and on information currently available to our management. These forward-looking statements are contained principally
in “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations.” In some cases, you can identify forward-looking statements by the following words: “may,” “might,”
“will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,”
“intend,” “seek,” “believe,” “estimate,” “predict,” “potential,”
“continue,” “contemplate,” “possible” or the negative of these terms or other comparable terminology,
although not all forward-looking statements contain these words. Statements regarding our future results of operations and financial position,
growth strategy and plans and objectives of management for future operations are forward-looking statements.
Our estimates and forward-looking
statements are mainly based on our current expectations and estimates of future events and trends which affect or may affect our business,
operations and industry. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions,
they are subject to numerous risks and uncertainties.
Many important factors could
adversely impact our business and financial performance, including but not limited to those discussed in “Risk Factors” of
this prospectus and the following:
| ● | the ability of our clinical trials to demonstrate safety and efficacy of our product candidates and other
positive results; |
| ● | the timing and focus of our clinical trials and preclinical studies, and the reporting of data from those
trials and studies; |
| ● | our plans relating to commercializing any product candidates, including the geographic areas of focus
and sales strategy; |
| ● | the market opportunity and competitive landscape for our product candidates, including our estimates of
the number of patients who suffer from the conditions we are targeting; |
| ● | the success of competing therapies that are or may become available; |
| ● | our estimates of the number of patients that we will enroll in our clinical trials; |
| ● | the beneficial characteristics, safety, efficacy and therapeutic effects of our product candidates; |
| ● | the timing of initiation and completion, and the progress of our drug discovery and research programs; |
| ● | the timing or likelihood of regulatory filings and approvals for our product candidates for various diseases; |
| ● | our ability to obtain and maintain regulatory approval of our product candidates; |
| ● | our plans relating to the development of our product candidates, including additional indications we may
pursue; |
| ● | existing regulations and regulatory developments in the United States, Australia, Europe and other jurisdictions; |
| ● | risks associated with any pandemic that could adversely impact our preclinical studies and clinical trials; |
| ● | our plans and ability to obtain, maintain, protect and enforce our intellectual property rights and our
proprietary technologies, including extensions of existing patent terms where available; |
| ● | our continued reliance on third parties to conduct additional clinical trials of our product candidates,
and for the manufacture of our product candidates for preclinical studies and clinical trials; |
| ● | our plans regarding any collaboration, licensing or other arrangements that may be necessary or desirable
to develop, manufacture or commercialize our product candidates; |
| ● | the need to hire additional personnel and our ability to attract and retain such personnel; |
| ● | our estimates regarding expenses, future revenue, capital requirements, needs for additional financing
and the impact of a fluctuating currency exchange on these estimates; |
| ● | our financial performance; |
| ● | the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our
future operating expenses and capital expenditure requirements; |
| ● | our anticipated use of our existing resources; |
| ● | cyber security risks and any failure to maintain the confidentiality, integrity and availability of our
computer hardware, software and internet applications and related tools and functions; |
| ● | our expectations regarding our ceasing to be exempt as a “foreign private issuer” from a number
of rules under the U.S. securities laws and Nasdaq corporate governance rules; and |
| ● | other risks and uncertainties, including those listed under “Risk Factors.” |
We have based these forward-looking
statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends
that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements
are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this prospectus
and are subject to a number of risks, uncertainties and assumptions described under the sections in this prospectus entitled “Risk
Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere
in this prospectus. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted
or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future
events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could
differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors
and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except
as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as
a result of any new information, future events, changed circumstances or otherwise. The forward-looking statements contained in this prospectus
are excluded from the safe harbor protection provided by the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities
Act.
In addition, statements that
“we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon
information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such
statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a
thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors
are cautioned not to unduly rely upon these statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy
may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements
as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or
at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events
or otherwise, except as required by law.
IMPLICATIONS
OF BEING AN EMERGING GROWTH COMPANY
As
a company with less than US$1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage
of reduced reporting requirements that are otherwise applicable to public companies. These advantages include:
| ● | not being required to comply with
the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002; |
| ● | reduced disclosure obligations
regarding executive compensation in our periodic reports (if any), proxy statements (if any) and registration statements; and |
| ● | exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved. |
We
may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of our initial public offering.
However, if certain events occur prior to the end of such five-year period, our annual gross revenues exceed US$1.235 billion or
we issue more than US$1.0 billion of non-convertible debt in any three-year period, then we will cease to be an emerging
growth company prior to the end of such five-year period.
We
may elect to take advantage of reduced reporting requirements in future filings. As a result, the information in this prospectus and that
we provide to our shareholders in the future may be different than what you might receive from other public reporting companies in which
you hold equity interests.
PROSPECTUS SUMMARY
This
summary highlights information contained in other parts of this prospectus and in the documents incorporated by reference herein and does
not contain all the information that may be important to you in making your investment decision. In addition to this summary, before investing
in our securities, you should carefully read the entire prospectus, including the risks of investing in our securities discussed under
the heading “Risk Factors”. You should also carefully read the information incorporated by reference into this prospectus,
including our financial statements and related notes and the exhibits to the registration statement of which this prospectus is a part.
Overview
We
are 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 need. Ion channels serve
as important mediators of physiological function in the CNS and the modulation of ion channels influences neurotransmission that leads
to downstream signaling in the brain. The α7 nicotinic acetylcholine (“ACh”) receptor (“α7 receptor”)
is an ion channel that plays an important role in driving emotional responses and cognitive performance. Utilizing our expertise in ion
channel biology and translational medicine, we are developing orally active small molecule negative allosteric modulators (“NAMs”)
to treat anxiety and stressor-related disorders. In addition, through a long-standing strategic partnership with Merck & Co., Inc.,
in the United States and Canada (“MSD”), we are also developing positive allosteric modulators (“PAMs”) of the
α7 receptor to treat cognitive dysfunction. Bionomics’ pipeline also includes preclinical assets that target Kv3.1/3.2 and
Nav1.7/1.8 ion channels being developed for CNS conditions of high unmet need.
You
should carefully consider the information on our business activities and strategies disclosed in Item 4 of our 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), and the Half-Year Report for the
six months ending December 31, 2023, disclosed in Form 6-K filed on March 15, 2024, each of which are herein incorporated by reference.
Private Placement
On May 31, 2024, we entered into a Securities Purchase
Agreement with the Selling Shareholder to sell the following securities in a private placement (the “Private Placement”):
| ● | 233,367,480 ordinary shares as represented by 1,296,486 restricted
ADSs (ie, not registered under the Securities Act) at a price of US$0.99 per ADS; |
| ● | a pre-funded warrant to purchase up to 6,279,905 ADSs at an
exercise price of US$0.0001 per ADS (the “Pre-Funded Warrant”); and |
| ● | an accompanying 5-year warrant to purchase up to 12,652,572
ADSs at an exercise price of US$0.99 per ADS (the “Accompanying Warrant” and, together with the Pre-Funded Warrant, the “Warrants”). |
Upon the closing of the Private
Placement on June 4, 2024, we received proceeds of US$7.5 million, before deducting offering expenses payable by us. We intend to use
the net proceeds to fund the advancement of BNC210’s registrational programs in both social anxiety disorder and post-traumatic
stress disorder, business development activities, working capital and general corporate purposes.
Under the terms of the Securities
Purchase Agreement and the Warrants, the Selling Shareholder may not beneficially own more than 9.9% of the Company’s outstanding
ordinary shares at any time. Otherwise, the Pre-Funded Warrant is immediately exercisable and remains exercisable until exercised in full.
The Accompanying Warrant is immediately exercisable and remains exercisable until June 2, 2029 except to the extent such exercise would
cause the Selling Shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares that
would exceed 4.99% of our then outstanding ordinary shares following such exercise.
This prospectus relates to the offer and potential
sale by the Selling Shareholder of those ordinary shares (including the ordinary shares issuable upon exercise of the Warrants) represented
by ADSs sold in the Private Placement.
For further details of the Private Placement, see
“Private Placement” and “Material Contracts – Securities Purchase Agreement for Private Placement” as well
as the information disclosed in our Form 6-K filed on June 3, 2024, which Form 6-K and the exhibits filed therewith are incorporated by
reference herein.
The Offering
Securities offered by the Selling Shareholders |
|
20,228,963 ADSs, representing 3,641,213,340 ordinary shares (including 3,407,845,860 ordinary shares issuable upon the exercise of Warrants). |
|
|
|
The ADSs |
|
Each ADS represents 180 ordinary shares. The depositary (as identified below) is the holder of the ordinary shares underlying the ADSs and ADS holders have the rights provided in the deposit agreement among us, the depositary and holders and beneficial owners of ADSs from time to time. To better understand the terms of the ADSs, please see the section in the accompanying prospectus entitled “Description of American Depositary Shares.” |
|
|
|
Depositary |
|
Citibank, N.A. |
|
|
|
Ordinary shares outstanding after the Offering, including shares underlying ADSs offered by the Selling Shareholder |
|
2,384,539,964 ordinary shares. |
|
|
|
Use of proceeds |
|
We will not receive any proceeds from the sale of the ADSs representing the ordinary shares offered hereby except that we may receive up to US$12.7 million upon exercise of the Warrants. |
|
|
|
Nasdaq Global Market |
|
“BNOX”. |
Risk Factors |
|
This investment involves a high degree of risk. See “Risk Factors”
beginning on page 6 of this prospectus, as well as the information and documents incorporated by reference herein, for a discussion of
risks you should consider carefully before making an investment decision. |
Summary of Risk Factors
Investing in our securities
involves a high degree of risk. Below is a summary of certain factors that make an investment in our securities speculative or risky.
Importantly, this summary does not address all the risks that we face. Additional discussion of the risks summarized below, as well as
other risks that we face, can be found under the heading “Risk Factors” contained or incorporated by reference in this prospectus.
| ● | Sales of a substantial amount
of the ADSs in the public markets, as a result of the exercise of the Warrants or otherwise, could cause the market price of the ADSs
to decline. |
| ● | We face competition from entities
that have developed or may develop product candidates for our target disease indications, including companies developing novel treatments
and technology platforms based on modalities and technology similar to ours. |
| ● | We are a clinical-stage biopharmaceutical
company with no approved products. We have incurred significant operating losses since our inception and expect to incur significant
losses for the foreseeable future. We have never generated any revenue from product sales and may never generate any revenue or become
profitable or, if we achieve profitability, we may not be able to sustain it. |
| ● | We will require substantial
additional financing to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all,
could force us to delay, limit, reduce or terminate our product development programs, commercialization efforts or other operations. |
| ● | Preclinical and clinical drug
development is a lengthy and expensive process, with an uncertain outcome. Our preclinical and clinical programs may experience delays
or may never advance, which would adversely affect our ability to obtain regulatory approvals or commercialize our product candidates
on a timely basis or at all, which could have an adverse effect on our business. |
| ● | If we experience delays or
difficulties in the initiation, enrollment and/or retention of patients in clinical trials, our regulatory submissions or receipt of
necessary regulatory approvals could be delayed or prevented. |
| ● | The trading price of our ordinary
shares has been volatile, and that of our ADSs may be volatile, and you may not be able to resell the ADSs at or above the price you
paid. |
| ● | An active trading market for
the ADSs may not be maintained or be liquid enough for you to sell your ADSs quickly or at market price. |
| ● | Your right as a holder of ADSs
to participate in any future preferential subscription rights offering or to elect to receive dividends in ordinary shares may be limited,
which may cause dilution to your holdings. |
| ● | Our current or future product
candidates may cause adverse or other undesirable side effects that could delay or prevent their regulatory approval, limit the commercial
profile of an approved label or result in significant negative consequences following marketing approval, if any. |
| ● | We may have difficulties in
attracting and retaining key personnel, and if we fail to do so our business may suffer. |
| ● | We depend on collaboration
partners to develop and commercialize our collaboration product candidates, including Merck and Carina Biotech. If our collaboration
partners fail to perform as expected, fail to advance our collaboration product candidates or are unable to obtain the required regulatory
approvals for our collaboration product candidates, the potential for us to generate future revenue from such product candidates would
be significantly reduced and our business would be significantly harmed. |
| ● | We currently rely, and expect
to continue to rely, on third parties to conduct some or all aspects of our product manufacturing, research and preclinical and clinical
testing, and these third parties may not perform satisfactorily. |
| ● | We may not be able to protect
our intellectual property rights throughout the world. |
Corporate Information
Bionomics
Limited is an Australian company incorporated in 1996. Our registered office is located at 200 Greenhill Road Eastwood, South Australia
5063 Australia, and our telephone number is +61 8 8150 7400. Our agent for service of process in the United States is CSC-Lawyers Incorporating
Service, 2710 Gateway Oaks Drive, Suite 150N, Sacramento, CA 95833. Our website address is www.bionomics.com.au. The
information contained in, or accessible through, our website does not constitute part of this prospectus.
Implications
of being a Foreign Private Issuer
We are currently a “foreign
private issuer” (as defined in Rule 405 under the Securities Act). As a foreign private issuer, we have taken advantage of certain
reduced disclosure and other requirements in this prospectus. Accordingly, the information contained this prospectus may be different
than the information you receive from U.S. public companies in which you hold equity securities.
A company would cease to
be a “foreign private issuer” if more than 50% of its outstanding voting securities are held by U.S. residents and any of
the following three circumstances applies: (i) the majority of its executive officers or directors are U.S. citizens or residents,
(ii) more than 50% of its assets are located in the United States or (iii) its business is administered principally in the United
States. This assessment is made as of the end of the second fiscal quarter of each fiscal year and any loss of status as a foreign private
issuer takes effect on the first day of the next fiscal year.
Bionomics will cease to qualify
as a “foreign private issuer” on July 1, 2024 and will begin reporting as a domestic issuer under the Securities Exchange
Act of 1934 from that date. See “Risk Factors - A loss of our status as a foreign private issuer could result in additional cost.”
CAPITALIZATION
AND INDEBTEDNESS
The following table sets forth
our cash and cash equivalents and capitalization as of December 31, 2023, as derived from our financial
statements, which are prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting
Standards Board. The information in this table should be read in conjunction with the financial statements and notes thereto and other
financial information incorporated by reference into this prospectus.
The
table below presents our capitalization on an actual basis, and on an as-adjusted basis as to give effect
to the gross proceeds of US$7,499,999 received from the first tranche of the Private Placement of (i) 233,367,480 ordinary
shares as represented by 1,296,486 restricted ADSs and (ii) pre-funded warrants to purchase 6,279,905 ADSs.
The
table below, however, does not present our capitalization on an as-adjusted basis to give effect to the
issuance and sale of 3,407,845,860 ordinary shares represented by ADSs issuable upon exercise of the Warrants issued to the Selling Shareholder
in the Private Placement. The holders of the Warrants are not obligated to exercise them and, as a result, there can be no assurance that
the holders will do so.
| |
As of December 31, 2023 | |
| |
Actual | | |
As
Adjusted* | |
| |
A$ | | |
A$ | |
| |
| | |
| |
Cash and cash equivalents | |
| 14,866,263 | | |
| 25,831,174 | |
| |
| | | |
| | |
Non-current borrowings | |
| - | | |
| - | |
Lease liabilities | |
| 176,669 | | |
| 176,669 | |
| |
| | | |
| | |
Equity: | |
| | | |
| | |
Issued capital (1,924,808,444 ordinary shares outstanding as of December 31, 2023; 2,384,539,964 ordinary shares, as adjusted) | |
| 233,823,665 | | |
| 244,788,576 | |
Reserves | |
| 13,835,261 | | |
| 13,835,261 | |
Accumulated losses | |
| (218,625,845 | ) | |
| (218,625,845 | ) |
Total equity | |
| 29,033,081 | | |
| 39,997,992 | |
| |
| | | |
| | |
Total capitalization | |
| 29,033,081 | | |
| 39,997,992 | |
| * | The proceeds from the Private Placement were converted from
U.S. dollars to Australian dollars based on the rate published by the Reserve Bank of Australia on December 29, 2023, which was A$1.00
= US$0.6840. |
PRIVATE PLACEMENT
On May 31, 2024, we sold to
the Selling Shareholder in the Private Placement: (i) 233,367,480 ordinary shares as represented by 1,296,486 restricted ADSs at a price
of US$0.99 per ADS; (ii) the Pre-Funded Warrant to purchase up to 6,279,905 ADSs at an exercise price of US$0.0001 per ADS and (iii) the
Accompanying Warrant to purchase up to 12,652,572 ADSs at an exercise price of US$0.99 per ADS.
Upon the closing of the Private
Placement on June 4, 2024, we received proceeds of approximately US$7.5 million, before deducting offering expenses payable by us. We
intend to use the net proceeds to fund the advancement of BNC210’s registrational programs in both social anxiety disorder and post-traumatic
stress disorder, business development activities, working capital and general corporate purposes.
Under the terms of the Securities Purchase Agreement
and the Warrants, the Selling Shareholder may not beneficially own more than 9.9% of the Company’s outstanding ordinary shares at
any time.
The Pre-Funded Warrant is
immediately exercisable and remains exercisable until exercised in full. The Accompanying Warrant is immediately exercisable and remains
exercisable until June 2, 2029. However, the Selling Shareholder may not exercise the Accompanying Warrant to the extent such exercise
would cause the Selling Shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares
that would exceed 4.99% of our then outstanding ordinary shares following such exercise.
This prospectus relates to
the offer and sale by the Selling Shareholder of those ordinary shares (including the ordinary shares issuable upon exercise of the Warrants)
represented by ADSs sold in the Private Placement.
You should carefully
consider the information on the Private Placement disclosed in Form 6-K filed on June 3, 2024, which is herein incorporated by reference.
USE OF PROCEEDS
We
will not receive any proceeds from the resale of the ADSs by the Selling Shareholders except that we may receive up to US$12.7 million
upon exercise in full of the Accompanying Warrants to the Selling Shareholder.
We
cannot predict when or if the Warrants will be exercised. It is possible that the Warrants may expire and never be exercised. Any proceeds
received by us from the exercise of the Warrants will be used for funding our research and development, pre-commercialization activities
and for general corporate purposes.
DIVIDEND POLICY
We
have not declared or paid any dividends on our ordinary shares, and we do not anticipate paying any dividends in the foreseeable future.
Our board of directors presently intends to reinvest all earnings in the continued development and operation of our business.
Payment
of dividends in the future, if any, will be at the discretion of our board of directors. If our board of directors elects to pay dividends,
the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial
conditions, contractual restrictions and other factors that our board of directors may deem relevant.
RISK FACTORS
Investment in any securities
offered pursuant to this prospectus involves risks. You should carefully consider the risk factors incorporated by reference to our most
recent Annual Report on Form 20-F for the fiscal year ended June 30, 2023, as amended, which is incorporated herein by reference, and
all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Securities
Act of 1934, as amended, and the risk factors and other information contained therein. The occurrence of any of these risks might cause
you to lose all or part of your investment in the offered securities.
You should consider carefully
the risks described below and the risks described in Items 3D and 11 of our 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), each of which are herein incorporated by reference.
Risks relating to this Offering
Sales of ADSs issuable upon exercise
of the Warrants and other derivative securities could cause the market price of our ADSs to decline.
The Warrants entitle the
Selling Shareholder to purchase up to 19,124,355 ADSs, representing 3,442,383,900 ordinary shares, at a purchase price per ADS of
$0.99 per Accompanying Warrant, and $0.9899 per Pre-Funded Warrant, respectively. The sale of these additional ordinary shares, or the
perception that such sales could occur, could cause the market price of our ADSs to decline or become more volatile.
Our failure to meet the $1.00 minimum bid price or other continued
listing requirements of Nasdaq could result in a delisting of our ADSs, which could negatively impact the market price and liquidity of
our ADSs and our ability to access the capital markets.
Any failure by Bionomics
to comply with Nasdaq’s continued listing standards could result in a deficiency notice and, if not cured within the applicable
period, could result in delisting. In particular, a company must meet a $1.00 minimum bid price for continued listing on Nasdaq. While
the price of our ADSs has recently been under $1.00 we have not yet received a deficiency notice and, if we do, we expect to take action
to satisfy the minimum bid price. Such action could include increasing the ratio of the number of our ordinary shares per ADS.
Any Nasdaq action relating to a delisting could
have a negative effect on the price of our ADSs, impair the ability to sell or purchase our ADSs when persons wish to do so, and any such
delisting action may materially adversely affect our ability to raise capital or pursue strategic restructuring, refinancing or other
transactions on acceptable terms, or at all. Delisting from the Nasdaq Global Market could also have other negative results, including
the potential loss of institutional investor interest, reduced research coverage, and fewer business development opportunities.
In the event of any delisting
or potential delisting, we may attempt to take actions to restore our compliance with Nasdaq’s listing requirements, but we can
provide no assurance that any such action taken by us would allow our ADSs to remain listed or be re-listed, stabilize the market price
or improve the liquidity of our ADSs, maintain a minimum closing bid price of $1.00 per ADS for 10 consecutive trading days as required
for continued listing on the Nasdaq Global Market or prevent future non-compliance with Nasdaq’s listing requirements.
A loss of our status as a “foreign private issuer”
could result in additional cost.
We
currently qualify as a “foreign private issuer” (as defined in Rule 405 under the Securities Act). As a foreign private issuer,
we are exempt from certain rules under the Securities Act of 1934, as amended (the “Exchange Act”) that impose certain disclosure
obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers,
directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16
of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our ordinary shares. Moreover, we
are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities
are registered under the Exchange Act.
As a foreign private
issuer, we have taken advantage of certain reduced disclosure and other requirements in this prospectus. Accordingly, the information
contained this prospectus may be different than the information you receive from U.S. public companies in which you hold equity securities.
A company would cease to
be a “foreign private issuer” if more than 50% of its outstanding voting securities are held by U.S. residents and any of
the following three circumstances applies: (i) the majority of its executive officers or directors are U.S. citizens or residents,
(ii) more than 50% of its assets are located in the United States or (iii) its business is administered principally in the United
States. This assessment is made as of the end of the second fiscal quarter of each fiscal year of a foreign private issuer and any loss
of status as a foreign private issuer takes effect on the first day of the following fiscal year.
Bionomics will cease to qualify
as a “foreign private issuer” effective July 1, 2024 and will begin reporting as a domestic issuer under the Exchange Act
from that date.
The regulatory and compliance costs to us under
U.S. securities laws as a domestic issuer could be significantly more than costs that we incur as a foreign private issuer. We will be
required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which forms are more detailed
and extensive in certain respects than the forms available to a foreign private issuer. We will be required to prepare our financial statements
in accordance with U.S. GAAP rather than IFRS. Such conversion of our financial statements to U.S. GAAP has involved significant time
and cost. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges
that are available to foreign private issuers and exemptions from procedural requirements related to the solicitation of proxies. In addition,
as long as long as Bionomics remains an Australian corporation, we will remain subject to certain Australian law reporting requirements,
including continuing to prepare financial statements in accordance with Australian Accounting Standards, which are consistent with IFRS.
We will not receive any of the proceeds from the resale of ADSs
in this offering, so your purchase of ADSs will not directly benefit the Company.
The Selling Shareholder will
receive all the net proceeds from the resale of ADSs under this registration statement, so we will not directly benefit from your purchase.
We will, however, bear the costs and expenses incurred in connection with the registration of these ADSs.
BUSINESS
We
are 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 need. Ion channels serve
as important mediators of physiological function in the CNS and the modulation of ion channels influences neurotransmission that leads
to downstream signaling in the brain. The α7 nicotinic acetylcholine (“ACh”) receptor (“α7 receptor”)
is an ion channel that plays an important role in driving emotional responses and cognitive performance. Utilizing our expertise in ion
channel biology and translational medicine, we are developing orally active small molecule negative allosteric modulators (“NAMs”)
to treat anxiety and stressor-related disorders. In addition, through a long-standing strategic partnership with Merck & Co., Inc.,
in the United States and Canada (“MSD”), we are also developing positive allosteric modulators (“PAMs”) of the
α7 receptor to treat cognitive dysfunction. Bionomics’ pipeline also includes preclinical assets that target Kv3.1/3.2 and
Nav1.7/1.8 ion channels being developed for CNS conditions of high unmet need.
We are advancing our lead
product candidate, BNC210, an oral, proprietary, selective NAM of the α7 receptor, for the chronic treatment of Post-Traumatic Stress
Disorder (“PTSD”) and the acute treatment of Social Anxiety Disorder (“SAD”). There remains a significant unmet
medical need for the over 27 million patients in the United States alone suffering from SAD and PTSD.
There remains a significant
unmet medical need for patients suffering from SAD and PTSD. Current pharmacological treatments include certain antidepressants and benzodiazepines,
and there have been no new FDA approved therapies in these indications in nearly two decades. These existing treatments have multiple
shortcomings, such as a slow onset of action of antidepressants, and significant side effects of both classes of drugs, including abuse
liability, addiction potential and withdrawal symptoms. BNC210 has been observed in our clinical trials to have a fast onset of action
and clinical activity without the limiting side effects seen with the current standard of care.
In September 2023, we announced
the results of the Phase 2b ATTUNE study, which was a double-blind, placebo-controlled trial conducted in a total of 34 sites in the United
States and the United Kingdom, with 212 enrolled patients, randomized 1:1 to receive either twice daily 900 mg BNC210 as a monotherapy
(n=106) or placebo (n=106) for 12 weeks. The trial met its primary endpoint of change in Clinician-Administered PTSD Scale for DSM-5 (“CAPS-5”)
total symptom severity score from baseline to Week 12 (p=0.048). A statistically significant change in CAPS-5 score was also observed
at Week 4 (p=0.016) and at Week 8 (p=0.015). Treatment with BNC210 also showed statistically significant improvement both in clinician-administered
and patient self-reporting in two of the secondary endpoints of the trial. Specifically, BNC210 led to significant improvements at Week
12 in depressive symptoms (p=0.041) and sleep (p=0.039) as measured by Montgomery-Åsberg Depression Rating Scale (“MADRS”)
and Insomnia Severity Index (ISI), respectively. BNC210 also showed signals and trends across visits in the other secondary endpoints
including the clinician and patient global impression - symptom severity (“CGI-S”, “PGI-S”, respectively) and
the Sheehan Disability Scale (“SDS”). Contingent upon successful capital raise, and successful End-of-Phase 2 meeting interactions
with the FDA, we are planning to initiate Phase 3 study in PTSD in the second half of 2024.
We have completed our Phase
2 PREVAIL trial for BNC210 for the acute treatment of SAD. While PREVAIL did not meet its primary endpoint, as measured by the change
from baseline to the average of the Subjective Units of Distress Scale (“SUDS”) scores during a 5-minute Public Speaking Challenge
in the BNC210-treated patients when compared to placebo, the December 2022 topline data readout revealed encouraging trends in the prespecified
endpoints. The findings did indicate a consistent trend toward improvements across primary and secondary endpoints and a favorable safety
and tolerability profile consistent with previously reported results. These results supported a post-hoc in-depth analysis of the full
dataset to better understand the potential of the drug and guide late-stage trial design. In October 2023, we announced a positive outcome
of an End-of-Phase 2 meeting with FDA that enables advancement of BNC210 into Phase 3 studies in SAD. Start-up activities for a planned
Phase 3 trial of BNC210 in SAD are underway. We plan to initiate dosing in the Phase 3 study in SAD in the third quarter of 2024.
The Company's expertise
in ion channels and approach to developing allosteric modulators have been validated through its strategic partnership with MSD for our
α7 receptor PAM program, which targets a receptor that has garnered significant attention for treating cognitive deficits. This
partnership enables Bionomics to maximize the value of its ion channel and chemistry platforms and develop transformative medicines for
patients suffering from cognitive disorders such as Alzheimer's disease.
Below is a summary of our non-partnered pipeline,
which shows the current status and expected topline data:
![](https://www.sec.gov/Archives/edgar/data/1191070/000121390024056217/image_002.jpg)
Below is a summary of the status of the programs
under our collaboration relationships:
![](https://www.sec.gov/Archives/edgar/data/1191070/000121390024056217/image_003.jpg)
BNC210
We are initially focused
on developing BNC210 for two distinct indications with high unmet medical need: (i) chronic treatment of PTSD and (ii) acute treatment
of SAD. In our clinical trials to-date, BNC210 has been observed to have a fast onset of action, and demonstrated clinical anti-anxiety
and anti-depressive activity, but without many of the limiting side effects observed with the current standards of care for SAD and PTSD,
including benzodiazepines, selective serotonin reuptake inhibitors (“SSRIs”) and serotonin and norepinephrine reuptake inhibitors
(“SNRIs”). Based on extensive preclinical data and clinical trials, we believe BNC210 may have a number of advantages over
drugs currently used to treat anxiety, depression and PTSD, including:
| ● | fast acting anxiolytic with the potential to be used in both acute and chronic settings; |
| ● | no addictive effect and a lack of discontinuation/withdrawal syndrome; |
| ● | no impairment of motor coordination; and |
| ● | no suicidality liability. |
We have administered BNC210
in approximately 600 subjects across 14 completed clinical trials, including healthy volunteers, elderly patients with agitation and patients
with Generalized Anxiety Disorder (“GAD”), SAD and PTSD. We have observed BNC210 to be generally well tolerated in the trials
to date following both acute and chronic dosing.
Further, in our clinical
trials in GAD patients and in panic-induced healthy subjects, we have observed three key results:
| ● | statistically significant reductions in hyperactivity in the amygdala, the region of the brain responsible
for emotional control, when exposed to fear-inducing triggers; |
| ● | in a head-to-head study, showed a statistically significant reduction in the intensity of defensive behavior,
while lorazepam, a widely prescribed benzodiazepine did not; and |
| ● | a statistically significant reduction in the intensity and total number of panic symptoms as well as more
rapid recovery from the panic state relative to placebo. |
We have designed and developed
a novel, proprietary tablet formulation of BNC210 which has shown differentiated pharmacokinetic properties in clinical trials. BNC210
tablet has demonstrated rapid oral absorption characteristics in clinical trials making it ideal for acute, or on demand, treatment of
SAD. Furthermore, the tablet formulation is intended to provide patients the convenience of taking BNC210 with or without food in the
outpatient setting and enhance the BNC210 IP portfolio.
In September 2023, we announced
the results of the Phase 2b ATTUNE study, which was a double-blind, placebo-controlled trial conducted in a total of 34 sites in the United
States and the United Kingdom, with 212 enrolled patients, randomized 1:1 to receive either twice daily 900 mg BNC210 as a monotherapy
(n=106) or placebo (n=106) for 12 weeks. The trial met its primary endpoint of change in CAPS-5 total symptom severity score from baseline
to Week 12 (p=0.048). A statistically significant change in CAPS-5 score was also observed at Week 4 (p=0.016) and at Week 8 (p=0.015).
Treatment with BNC210 also showed statistically significant improvement both in clinician-administered and patient self-reporting in two
of the secondary endpoints of the trial. Specifically, BNC210 led to significant improvements at Week 12 in depressive symptoms (p=0.041)
and sleep (p=0.039) as measured by MADRS and ISI, respectively. BNC210 also showed signals and trends across visits in the other secondary
endpoints including the CGI-S, PGI-S and the SDS. Contingent upon successful capital raise and FDA interactions, we are planning to initiate
Phase 3 study in PTSD in the fourth quarter of 2024.
While PREVAIL did not meet
its primary endpoint, as measured by the change from baseline to the average of the SUDS scores during a 5-minute Public Speaking Challenge
in the BNC210-treated patients when compared to placebo, the December 2022 topline data readout revealed encouraging trends in the prespecified
endpoints that focused on individual phases of the public speaking task. The findings did indicate a consistent trend toward improvements
across primary and secondary endpoints and a favorable safety and tolerability profile consistent with previously reported results; however,
this cannot be relied upon as a predictor of future results. We also completed an FDA End-of-Phase 2 meeting to discuss the registrational
program for BNC210 in SAD.
In
October 2023, Bionomics received the official meeting minutes from the End-of-Phase 2 meeting with the FDA held on September 13, 2023
reflecting that Bionomics has reached an agreement with the FDA on the following:
| ● | the
plan to conduct two single dose randomized, placebo-controlled studies; |
| ● | the
use of the SUDS measured during a public speaking challenge as the primary efficacy endpoint; |
| ● | the
doses of BNC210 to be studied in Phase 3; |
| ● | the
sample size assumptions for the Phase 3 controlled studies based on PREVAIL findings; |
| ● | the
design elements of the open label safety study; |
| ● | the
size of the safety database to support the NDA; and |
| ● | the
nonclinical toxicology studies needed to support the NDA. |
Start-up activities for a planned Phase 3 trial
of BNC210 in SAD are underway. We have initiated dosing in the Phase 3 study in SAD in the third quarter of 2024.
We have received Fast Track
designation from the FDA for our PTSD and SAD programs.
Additional Programs
α7 Receptor PAM Program with MSD
In June 2014, we entered
into a License Agreement with MSD (known as Merck & Co., Inc., Rahway NJ, USA in the US and Canada) to develop α7 receptor PAMs
targeting cognitive dysfunction associated with Alzheimer’s disease and other central nervous system conditions. Under the 2014
License Agreement, MSD funded certain research and development activities on a full-time equivalent (“FTE”) basis pursuant
to a research plan. MSD funds current and future research and development activities, including clinical development and worldwide commercialization
of any products developed from the collaboration. We received upfront payments totaling $20 million, which included funding for FTEs for
the first twelve months, and another $10 million in February 2017 when the first compound from the collaboration-initiated Phase 1 clinical
trials, and we are eligible to receive up to an additional $465 million in milestone payments for achievement of certain development,
regulatory and commercial milestones. The MSD collaboration currently includes two candidates which are PAMs of the α7 receptor
that are in early-stage Phase 1 safety and biomarker clinical trials for treating cognitive impairment. The first compound has completed
Phase 1 safety clinical trials in healthy subjects and there are ongoing biomarker studies. In 2020, a second molecule that showed an
improved potency profile in preclinical animal models was advanced by MSD into Phase 1 clinical trials. MSD controls the clinical development
and worldwide commercialization of any products developed from the collaboration and therefore we cannot predict whether or when we might
achieve any milestone payments under the collaboration or estimate the full amount of such payments, and we may never receive any such
payments. Further, we are subject to limited information rights under the 2014 MSD License Agreement. As such, we are dependent on MSD
to provide us with any updates related to clinical trial results, serious adverse events and ongoing communications with FDA or other
regulatory agencies related to these programs, which MSD may provide or withhold in its sole discretion, and as a result we may not be
able to provide material updates on a timely basis or at all with respect to these programs. On September 14, 2023, we provided an update
on the α7 nAChR PAM collaboration with MSD The original lead molecule BNC375, a Type I α7 nAChR PAM, showed a robust and sustained
dose-dependent efficacy over a broad dose range and across multiple cognitive animal models. MSD has subsequently developed MK-4334, a
novel clinical candidate, which in early preclinical studies has shown improved drug like and pharmacological properties relative to BNC375.
In addition to Phase 1 safety, tolerability and clinical pharmacokinetics studies, clinical biomarker studies are ongoing to further evaluate
the pharmacological response of α7 nAChR PAMs in humans.
Our Early-Stage CNS Assets
Our CNS pipeline includes
two earlier stage small molecule discovery programs targeting ion channels and represents additional opportunities for future clinical
programs and partnering. These programs are at a similar stage to the stage at which the α7 receptor PAM program was licensed under
the 2014 MSD License Agreement, although there is no assurance that we will be able to enter into a license or collaboration agreement
with respect to these programs. The first of these programs has developed two patented series of small molecule Kv3.1/3.2 potassium channel
activators for the potential treatment of cognitive deficits and negative symptoms/social withdrawal in schizophrenia and autism spectrum
disorders. The second program has developed three patented series of small molecule inhibitors with functional selectivity for Nav1.7
and Nav1.8 voltage gated sodium ion channels for the potential treatment of chronic pain without the liability of addiction associated
with opioid treatment. We plan to advance our early-stage programs either internally or through potentially new partnerships.
Legacy Oncology Programs
We have a portfolio of legacy
clinical-stage oncology programs targeting cancer stem cells (BNC101) and tumor vasculature (BNC105) that we have progressed through external
funding for clinical trials and out-licensing to capture future value for our shareholders. Our first legacy oncology program is BNC101,
a novel humanized monoclonal antibody that targets LGR5, a cancer stem cell receptor highly overexpressed in most solid tumors. In November
2020, we exclusively licensed BNC101 to Carina Biotech for the development of chimeric receptor antigen T-cell (“CAR-T”) therapeutics
in return for milestones and royalties. On 24 January 2023, Carina announced that it had received an FDA “Safe to Proceed”
Letter for a Phase 1/2a clinical trial of BNC101 CAR-T therapy for the treatment of advanced colorectal cancer and plans to commence patient
enrolment during the first half of 2023. On 25 August 2023, Carina announced that patient screening for their Phase 1/2a study had commenced.
Our second legacy oncology
program, BNC105, is a novel vascular tubulin polymerization inhibitor agent for treatment of cancer, which disrupts the blood vessels
that nourish tumors. We plan to advance these oncology programs only through existing and potentially new partnerships.
For additional information
on our business strategy, clinical data and approach, our team, competition, intellectual property and more, please read the business
overview section in its entirety as disclosed in Item 4 of our Annual Report on Form 20-F for the year ended June 30, 2023 (as filed with
the SEC on October 18, 2023 and amended on January 17, 2024), the entirety of which is incorporated by reference into this prospectus.
In addition, you should carefully consider the information on our business disclosed in the Half-Year Report for the six months ending
December 31, 2023 (as disclosed in our Form 6-K filed on March 15, 2024, which is herein incorporated by reference).
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should carefully consider
the discussion and analysis of our financial condition and results of operations disclosed in Items 5 and 11 of our 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), and the Half-Year Financial
Report for the six months ending December 31, 2023, disclosed in Form 6-K filed on March 15, 2024, each of which are herein incorporated
by reference.
FINANCIAL INFORMATION
You should carefully consider
the financial information disclosed in Items 8 and 18 of our 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), and the Half-Year Report for the six months ending December 31, 2023, disclosed
in Form 6-K filed on March 15, 2024, each of which are herein incorporated by reference.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
You should carefully consider
the information disclosed in Item 11 of our 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), which is herein incorporated by reference.
MANAGEMENT
You should carefully consider
the information disclosed in Item 6 of our 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), the Half-Year Financial Report for the six months ending December 31, 2023, disclosed in Form 6-K filed
on March 15, 2024, and the Form 6-K filed on November 28, 2023, each of which are herein incorporated by reference.
PRINCIPAL SHAREHOLDERS
The following table sets
forth information regarding shares of our ordinary shares beneficially owned as of May 31, 2024 by: (i) each of our directors; (ii) all
the executive officers and directors as a group; and (iii) each person known by us to beneficially own five percent or more of the outstanding
ordinary shares.
The number of shares beneficially
owned by each shareholder in the below table is determined under rules issued by the SEC. Under these rules, beneficial ownership includes
any shares as to which a person has sole or shared voting power or investment power. Applicable percentage ownership is based on 2,151,172,484
ordinary shares outstanding on May 31, 2024. In computing the number of shares beneficially owned by a person and the percentage ownership
of that person, ordinary shares subject to options, warrants or other rights held by such person that are currently exercisable or will
become exercisable within 60 days of May 31, 2024, are considered outstanding, although these shares are not considered outstanding for
purposes of computing the percentage ownership of any other person.
| |
Shares Beneficially Owned | |
Name of Beneficial Owner | |
Number | | |
Percentage | |
5% or Greater Shareholders | |
| | |
| |
Lynx1 Capital Management LP(1) | |
| 146,604,060 | | |
| 6.15 | % |
Apeiron Investment Group Ltd(2) | |
| 325,463,021 | | |
| 13.65 | % |
Named Executive Officers and Directors | |
| | | |
| | |
Liz Doolin(3) | |
| 2,127,629 | | |
| * | |
Spyridon “Spyros” Papapetropoulos, M.D. (4) | |
| 16,150,070 | | |
| * | |
Tim Cunningham | |
| - | | |
| * | |
Miles Davies | |
| 269,984 | | |
| * | |
Alan Fisher(5) | |
| 400,000 | | |
| * | |
Jane Ryan, Ph.D.(6) | |
| 300,000 | | |
| * | |
Aaron Weaver | |
| - | | |
| * | |
David Wilson(7) | |
| 551,939 | | |
| * | |
All executive officers and directors as a group | |
| 19,799,622 | | |
| * | |
| (1) | Includes 814,467 ADSs (representing 146,604,060 shares) held by Lynx1 Capital Advisors LLP. |
| (2) | Includes (i) 100,241 ordinary shares and 1,016,784 ADSs (representing 183,021,120 shares) held by Apeiron Investment Group Ltd and
(ii) 790,787 ADSs (representing 142,341,660 shares) held by Apeiron Presight Capital Fund II, L.P. |
| (3) | Includes (i) 127,629 shares and (ii) 2,000,000 shares that Ms. Doolin has the right to acquire pursuant to options that are exercisable
as of May 31, 2024, or will become exercisable within 60 days of such date. |
| (4) | Includes (i) 5,999,940 shares and (ii) 10,150,130 shares that Mr. Papapetropoulos has the right to acquire pursuant to options that
are exercisable as of May 31, 2024 or will become exercisable within 60 days of such date. |
| (5) | Includes (i) 100,000 shares and (ii) 300,000 shares that Mr. Fisher has the right to acquire pursuant to options that are exercisable
as of May 31, 2024 or will become exercisable within 60 days of such date. |
| (6) | Includes 300,000 shares that Dr. Ryan has the right to acquire pursuant to options that are exercisable as of May 31, 2024, or will
become exercisable within 60 days of such date. |
| (7) | Includes (i) 251,939 shares and (ii) 300,000 shares that Mr. Wilson has the right to acquire pursuant to options that are exercisable
as of May 31, 2024, or will become exercisable within 60 days of such date. |
As at May 31, 2024, there
were 3,499 holders on record of our ordinary shares, of which 21 holders, holding approximately 0.15% of our ordinary shares, had registered
addresses in the United States. These numbers are not representative of the number of beneficial holders of our shares or ADRs nor are
they representative of where such beneficial holders reside, as many of these ordinary shares and ADRs were held of record by brokers
or other nominees. The estimated percentage of beneficial ADR holders based in the United States is 84.20% based on the last broker search
conducted on January 22, 2024.
RELATED PARTY TRANSACTIONS
You should carefully consider
the information on our related-party transactions disclosed in Item 7B of our 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), and the Half-Year Financial Report for the six months ending December
31, 2023, disclosed in Form 6-K filed on March 15, 2024, each of which are herein incorporated by reference.
In December 2023, we entered
into an engagement letter with WG Partners LLP to provide financial advisory services to Bionomics. David Wilson, a director of Bionomics,
is the Chief Executive Officer of WG Partners. Under the agreement, Bionomics must pay to WG Partners a monthly fee of US$15,000 and any
applicable commission. The agreement will continue until such time as a party gives 30 days prior written notice of termination to the
other party. From December 1, 2023 through June 14, 2024, Bionomics paid WG Partners US$89,112 in monthly fees and a commission of US$100,000
in connection with the Private Placement. We believe that this agreement is on an arms-length basis.
MATERIAL CONTRACTS
You should carefully consider
the information disclosed in Item 10C of our 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).
The following is a summary
of material contracts that Bionomics entered into since the filing of our Annual Report on Form 20-F for the fiscal year ended June 30,
2023.
Securities Purchase Agreement for Private Placement
In May 2024, we entered into
a Securities Purchase Agreement with Armistice Capital Master Fund Ltd. (“Armistice”) pursuant to which Bionomics agreed to
issue and sell in a three-tranche private placement a certain number of restricted ADSs, a pre-funded warrant to purchase ADSs and an
accompanying 5-year cash purchase warrant.
The first tranche of the
Private Placement involved the issuance of 1,296,486 restricted ADSs and a Pre-Funded Warrant to purchase up to 6,279,905 ADSs, at a combined
purchase price of US$0.99 per ADS, as well as the Accompanying Warrant to purchase up to 12,652,572 ADSs at an exercise price of US$0.99
per ADS (or pre-funded warrants in lieu thereof). Under the terms of the Securities Purchase Agreement and the Warrants, the Selling Shareholder
may not beneficially own more than 9.9% of our outstanding ordinary shares at any one time.
The second tranche of the Private Placement is subject to the satisfaction of regulatory milestones that, if achieved, would involve the
purchase by Armistice of up to an additional US$25.0 million of ADSs (or pre-funded warrants in lieu thereof) from Bionomics at US$0.99
per ADS. The second tranche milestones are the earlier of (i) receipt of formal written correspondence by Bionomics from the Food and
Drug Administration (“FDA”) following planned interactions with the FDA regarding the outcomes of the end-of-phase meeting
2 and breakthrough designation status for BNC210 for PTSD or (ii) December 31, 2024.
The second tranche purchase
option will, however, become a mandatory maximum purchase by Armistice during the thirty days following receipt by Armistice of a second
tranche closing notice by Bionomics if its 10-day volume-weighted average price per ADS is at least US$8.00 with an aggregate of at least
US$100 million in trading volume (or such lesser amount as may be approved by Armistice).
The third tranche of the Private
Placement is subject to the satisfaction of regulatory milestones that, if achieved, would involve the purchase by Armistice of up to
an additional US$25.0 million of ADSs (or pre-funded warrants in lieu thereof) from Bionomics at US$0.99 per ADS. The third tranche milestones
are the latter of (i) completion of an interim blinded safety review of the planned BNC210 Phase-3 PTSD study or (ii) December 31, 2025.
The third tranche purchase
option will, however, become a mandatory maximum purchase by Armistice during the thirty days following receipt by Armistice of a third
tranche closing notice by Bionomics if its 10-day volume-weighted average price per ADS is at least US$8.00 with an aggregate of at least
US$100 million in trading volume (or such lesser amount as may be approved by Armistice).
The Pre-Funded Warrant is immediately
exercisable and remains exercisable until exercised in full. The Accompanying Warrant is immediately exercisable and remains exercisable
until June 2, 2029. However, the Selling Shareholder may not exercise the Accompanying Warrant to the extent such exercise would cause
the Selling Shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares that would
exceed 4.99% of our then outstanding ordinary shares following such exercise. The Securities Purchase Agreement is filed as Exhibit 99.1
to our Form 6-K filed on June 3, 2024, and is incorporated by reference herein.
Registration Rights Agreement
Concurrent with the entry
into the Securities Purchase Agreement, we entered into a registration rights agreement with the Selling Shareholder for the registration
of ordinary shares underlying the unregistered ADSs, as well as the ordinary shares underlying ADSs that would be issuable upon exercise
of the Pre-Funded Warrant and the Accompanying Warrant pursuant to a registration statement on Form F-1 within 30 calendar days from entry
into the Securities Purchase Agreement. We filed the registration statement of which this prospectus forms a part pursuant to the terms
of the Registration Rights Agreement. The Registration Rights Agreement is filed as Exhibit 99.2 to our Form 6-K filed on June 3, 2024,
and is incorporated by reference herein.
SELLING SHAREHOLDER
The table below lists the
Selling Shareholder and other information regarding its beneficial ownership of our ordinary shares as of June 4, 2024.
| |
Ordinary
Shares Beneficially
Owned prior
to the Offering(1) | | |
Maximum
Number of
Ordinary Shares
to Be Sold
pursuant to this | | |
Ordinary
Shares Beneficially
Owned after
the Offering(1)(3) | |
Name
of Selling Shareholder and address | |
Number(2) | | |
Percentage
(4) | | |
Prospectus(2) | | |
Number | | |
Percentage | |
Armistice
Capital, LLC 510 Madison Avenue, 7th Floor New York, NY 10022 | |
| 233,367,480 | | |
| 9.8 | % | |
| 233,367,480 | | |
| - | | |
| - | % |
(1) |
Beneficial ownership is determined in accordance with Section 13(d) of the Exchange Act and generally includes voting and investment power with respect to securities and including any securities that grant the Selling Shareholder the right to acquire our ordinary shares within 60 days of the date of this prospectus. |
|
|
(2) |
Includes 233,367,480 ordinary shares (as represented by ADSs) issued
to the Selling Shareholder on June 4, 2024 and excludes ordinary shares (as represented by ADSs) that are issuable upon exercise of
the Warrants because they may not be exercised to the extent the number of the Company’s ordinary shares beneficially owned by
the Selling Shareholder would exceed 9.99%. The aggregate additional number of ordinary shares excluded in the column titled
“Maximum Number of Ordinary Shares to Be Sold pursuant to this Prospectus”, which are registered for resale under this
Prospectus is an additional 3,407,845,860 Ordinary Shares (represented by18,932,477 ADSs), and which may be sold hereunder when the
Selling Shareholder is able to exercise its issued warrants under its 9.99% beneficial ownership limitation set forth in its
securities purchase agreement with us, dated May 31, 2024. Note, however, that the “accompanying warrants” are subject
to a beneficial ownership limitation of 4.99%, which limitation restricts the Selling Shareholder from exercising that portion of
the warrants that would result in the Selling Shareholder and its affiliates owning, after exercise, a number of ADSs in excess of
the beneficial ownership limitation set forth in the accompanying warrant. The securities are directly held by Armistice Capital
Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be beneficially owned by:
(i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as
the Managing Member of Armistice Capital. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital,
LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022. |
|
|
(3) |
Assumes that the Selling Shareholder disposes of all the ordinary shares
it beneficially owned as of June 4, 2024 and covered by this prospectus. |
|
|
(4) |
Applicable
percentage of ownership is based on 2,384,539,964 ordinary shares outstanding as of June 4, 2024. |
PLAN OF DISTRIBUTION
The Selling Shareholder and
any of its assignees and successors-in-interest may, from time to time, sell any or all of its ordinary shares covered by this prospectus
on the Nasdaq Global Market or any other stock exchange or trading facility on which the securities are traded or in private transactions.
These sales may be at fixed or negotiated prices.
The Selling Shareholder
may use any one or more of the following methods when selling securities:
|
● |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
|
|
|
|
● |
block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
|
|
|
|
● |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
|
|
|
|
● |
an exchange distribution in accordance with the rules of the applicable exchange; |
|
|
|
|
● |
privately negotiated transactions; |
|
|
|
|
● |
settlement of short sales; |
|
|
|
|
● |
in transactions through broker-dealers that agree with the Selling Shareholder to sell a specified number of such securities at a stipulated price per security; |
|
|
|
|
● |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
|
|
|
|
● |
a combination of any such methods of sale; or |
|
|
|
|
● |
any other method permitted pursuant to applicable law. |
The Selling Shareholder may
also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under
this prospectus.
Broker-dealers engaged by the
Selling Shareholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from the Selling Shareholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to
be negotiated, but, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule
2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
In connection with the sale of
the securities or interests therein, the Selling Shareholder may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling
Shareholder may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities
to broker-dealers that in turn may sell these securities. The Selling Shareholder may also enter into option or other transactions with
broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution
may resell pursuant to this prospectus (as amended to reflect such transaction).
The Selling Shareholder and
any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning
of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. The Selling Shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly or
indirectly, with any person to distribute the securities.
Bionomics is required to
pay certain fees and expenses incurred by it incident to the registration of the ordinary shares covered by this prospectus. Bionomics
has agreed to indemnify the Selling Shareholder against certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.
DESCRIPTION OF SHARE CAPITAL
General
The following description
of our ordinary shares is only a summary. We encourage you to read our Constitution, which is included as an exhibit to the registration
statement of which this prospectus forms a part.
We are an Australian
public company limited by shares registered under the Australian Corporations Act 2001 (the “Corporations Act”) by the Australian
Securities and Investments Commission (“ASIC”). Our corporate affairs are principally governed by our Constitution, the Corporations
Act. Our ordinary shares as represented by ADSs are listed on the Nasdaq Global Market.
The Australian law applicable
to our Constitution is not significantly different from a U.S. company’s charter documents except we do not have a limit on our
authorized share capital and our shares have no par value because the concept of par value is not recognized under Australian law. Further
differences are discussed under “—Our Constitution.”
Subject to restrictions
on the issue of securities in our Constitution and the Corporations Act, we may at any time issue shares and grant options or warrants
on any terms, with the rights and restrictions and for the consideration that our board of directors determine.
The rights and restrictions
attaching to ordinary shares are derived through a combination of our Constitution, the common law applicable in Australia, the Corporations
Act and any other applicable law. A general summary of some of the rights and
restrictions attaching to our ordinary shares are summarized below. Each ordinary shareholder is entitled to receive notice of, and to
be present, vote and speak at, general meetings.
As
of December 31, 2023, we had:
| ● | 1,924,808,444
ordinary shares issued; and |
| ● | 110,763,930
ordinary shares issuable upon exercise of outstanding options at a weighted average exercise price of A$0.1141 per share, of which options
to purchase 63,580,498 ordinary shares were vested at a weighted average exercise price of A$0.1186 per share. |
In
connection with the Private Placement in June 2024, we issued to Armistice Capital Master Fund Ltd.:
| ● | 233,367,480
ordinary shares as represented by 1,296,486 restricted ADSs at a price of US$0.99 per ADS; |
| ● | a
pre-funded warrant to purchase up to 6,279,905 ADSs at an exercise price of US$0.0001 per
ADS; and |
| ● | an
accompanying 5-year warrant to purchase up to 12,652,572 ADSs at an exercise price of US$0.99
per ADS. |
Otherwise,
during the last three fiscal years, the following changes have been made to our ordinary share capital:
| ● | From
September 2023 through January 2024, we sold 3,791,317 ADSs (representing 682,437,060 ordinary
shares), raising gross proceeds of US$8.9 million, under an “At the Market” program
that we established in May 2023. |
| ● | In
November 2022, we sold 614,026 ADSs (representing
115,384,680 ordinary shares) at a price of US$7.80
per ADS in an underwritten public offer in the United States, raising gross proceeds of US$5.0
million. |
| ● | In
January 2022, we issued 243,300 ADSs (representing 43,794,000 ordinary shares)
at a price of US$12.35 per ADS, through the exercise in full of the underwriters’ option
to purchase additional ADSs in connection with the underwritten
public offer. |
| ● | In
December 2021, we sold 1,622,000 ADSs (representing
291,960,000 ordinary shares) at a price of US$12.35
per ADS in an initial public offering in the United States, raising gross proceeds of US$20.0
million. |
In
addition, we issued the following ordinary shares upon exercise of options and warrants over the past three fiscal years:
| ● | In
November 2021, we issued 8,000,000 ordinary shares upon
exercise of warrants at an exercise price of A$0.06 per warrant. |
| ● | In
September 2021, we issued 2,000,000 ordinary shares upon
exercise of options at an exercise price of A$0.0136 per option. |
Our Constitution
Our Constitution is similar
in nature to the bylaws of a U.S. corporation. It does not provide for or prescribe any specific objectives or purposes of the company.
Our Constitution is subject to the terms of the Corporations Act. It may be amended or repealed and replaced by special resolution of
shareholders, which is a resolution passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution who vote
at the relevant meeting, in person, by proxy, by attorney or by representative.
Under Australian law,
a company has the legal capacity and powers of an individual both within and outside Australia. The material provisions of our Constitution
are summarized below. This summary is not intended to be complete nor to constitute a definitive statement of the rights and liabilities
of our shareholders. Our Constitution is filed as an exhibit to the registration statement of which this prospectus forms a part.
Interested Directors
According
to our Constitution and the Corporations Act, a director may not vote in respect of any matter in which the director
has, directly or indirectly, any material personal interest, must not be counted in a quorum and must not be present at the meeting while
the matter is being considered (unless the other directors, not having a material personal interest, resolve to the contrary, or if they
are so entitled under a declaration or order made by ASIC in accordance with the Corporations Act).
Subject
to certain exceptions, each director must disclose to us particulars of:
| ● | any
material contract in which the director is interested, including the names of the parties
to the contract, particulars of the contract, and the director’s interest in the contract;
and |
| ● | any
material personal interest in a matter that is being considered at a meeting of our
board of directors. |
If a director makes disclosure
as required by our Constitution and the Corporations Act, the director and any firm, body or entity in which a director has a direct or
indirect interest may, in any capacity, execute or otherwise act in respect of a contract or arrangement with us notwithstanding any material
personal interest and may receive and retain for his or her benefit any remuneration, profits or benefits so received as if he or she
were not a director.
The Corporations Act
require shareholder approval of any provision of related party benefits to our directors, subject to certain exceptions.
Directors’ Compensation
Our directors are paid
remuneration for their services as directors. The maximum aggregate amount of fees that can be paid to non-executive directors
is subject to approval by shareholders at a general meeting of shareholders. The aggregate fixed sum for directors’ remuneration
is divided among the directors in such proportion as the directors themselves agree and in accordance with our Constitution. The aggregate
fixed sum remuneration for directors may not be increased except at a general meeting of shareholders and the particulars of the proposed
increase are required to have been provided to shareholders in the notice convening the meeting. Fees for non-executive directors
are not linked to our performance. However, to align directors’ interests with shareholder interests, the directors are encouraged
to hold our ordinary shares. Employees of our company who also serve as directors do not receive additional compensation for their performance
of services as directors.
Pursuant to our Constitution,
any non-executive director who performs services that, in the opinion of our board of directors, are outside the scope of the
ordinary duties of a director may be paid extra remuneration by way of a fixed sum, which is determined by our board of directors, provided
such payment does not result in the aggregate of all remuneration paid to non-executive directors exceeding the maximum sum
approved at the general meeting of shareholders.
Executive directors may
be paid remuneration as employees of the company and such remuneration may from time to time be fixed by our board of directors.
In addition to other
remuneration provided in our Constitution, all of our directors are entitled to be paid by us for travel accommodation and other expenses
properly incurred by the directors in attending general meetings, Board meetings, committee meetings or otherwise in connection with our
business.
We may also pay a premium
in respect of a contract insuring a person who is or has been a director against liability incurred by the person as a director, except
in circumstances prohibited by the Corporations Act or other applicable laws.
In accordance with our
Constitution, a director may also be paid a retirement benefit as determined by our board of directors, subject to the limits set out
in the Corporations Act which broadly restrict our ability to pay our officers a termination benefit in the event of a change of control
of Bionomics or of our subsidiaries as well as impose requirements for shareholder approval to be obtained to pay certain retirement benefits
to our officers.
Borrowing Powers Exercisable by Directors
Pursuant to our Constitution,
the management and control of our business affairs are vested in our board of directors. Our board of directors has the power to raise
or borrow money, and charge any of our property or business or any uncalled capital, and may issue debentures or give any other security
for any of our debts, liabilities or obligations or of any other person, or guarantee or become liable for the payment of money or the
performance of any obligation by or for any other person, in each case, in the manner and on terms it deems fit.
Retirement of Directors
In accordance with our
Constitution, at each annual general meeting of the Company (“AGM”), the directors must hold an election of directors. Any
director (other than the managing director) must retire from office at the next AGM following their appointment and is eligible for re-election to
our board of directors at that AGM. If no director is up for election under the previous requirements, then the directors longest in office
since last being elected or appointed (other than the managing director) must retire. As between directors who were last elected or appointed
on the same day, the one to retire must (unless they can agree among themselves) be decided by lot. In addition, each director (other
than the managing director) must not hold office beyond the third AGM after his or her last election.
Rights and Restrictions on Classes of
Shares
The rights attaching
to our ordinary shares are detailed in our Constitution. Our Constitution provides that our directors may issue shares with preferred
or other special rights, whether in relation to dividends, voting, return of share capital, or otherwise as our board of directors may
determine. Subject to any approval which is required from our shareholders under the Corporations Act and any rights and restrictions
attached to a class of shares, we may issue further shares on such terms and conditions as our board of directors resolve. Currently,
our outstanding share capital consists of only one class of ordinary shares.
Dividend Rights
Our board of directors
may from time to time determine to pay dividends to shareholders. All dividends unclaimed for 11 months after having been declared may
be invested or otherwise made use of by our board of directors for our benefit until claimed or otherwise disposed of in accordance with
our Constitution and any applicable laws.
Voting Rights
Under our Constitution,
the rights and restrictions attaching to a class of shares, each shareholder has one vote on a show of hands at a meeting of the shareholders
unless a poll is demanded under the Constitution or the Corporations Act. On a poll vote, each shareholder shall have one vote for each
fully paid share and a fractional vote for each share held by that shareholder that is not fully paid, such fraction being equivalent
to the proportion of the amount that has been paid to such date on that share. Shareholders may vote in person or by proxy, attorney or
representative. The Corporations Act does not provide for shareholders of a public company to approve corporate matters by written consent.
Our Constitution does not provide for cumulative voting.
Note that ADS holders
may not directly vote at a meeting of the shareholders but may instruct the depositary bank to vote the number of deposited ordinary shares
their ADSs represent, subject to the terms and conditions applicable thereto.
Right to Share in Our Profits
Pursuant to our Constitution,
our shareholders are entitled to participate in our profits only by payment of dividends. Our board of directors may from time to time
determine to pay dividends to the shareholders; however, no dividend is payable except in accordance with the thresholds set out in the
Corporations Act.
Rights to Share in the Surplus in the
Event of Liquidation
Our Constitution provides
for the right of shareholders to participate equally in a surplus in the event of our liquidation, subject to the rights attaching to
a class of shares and any amounts unpaid on the share.
No Redemption Provision for Ordinary
Shares
There are no redemption
provisions in our Constitution in relation to ordinary shares. Under our Constitution, any preferred shares may be issued on the terms
that they are, or may at our option be, liable to be redeemed.
Variation or Cancellation of Share Rights
Subject to the terms
of issue of shares of that class, the rights attached to shares in a class of shares may only be varied or cancelled with either:
|
● |
a special resolution passed at a separate meeting of the members holding shares in that class; or |
|
● |
the written consent of members with at least 75% of the issued shares in that class. |
Directors May Make Calls
Our Constitution provides
that subject to the terms on which partly paid shares have been issued directors may make calls on a shareholder for amounts unpaid on
those shares held by that shareholder, other than monies payable at fixed times under the conditions of allotment. Shares represented
by the ADSs issued in this offering will be fully paid and will not be subject to calls by directors.
General Meetings of Shareholders
General meetings of shareholders
may be called by our board of directors. Except as permitted under the Corporations Act, shareholders may not convene a meeting. The Corporations
Act requires the directors to call and arrange to hold a general meeting on the request of shareholders with at least 5% of the votes
that may be cast at a general meeting. The Corporations Act also allows shareholders with at least 5% of the votes that may be cast at
a general meeting to convene a general meeting. Notice of the proposed meeting of our shareholders is required at least 28 days prior
to such meeting under the Corporations Act. We must hold an annual general meeting at least once in each calendar year, and within five
months after the end of each fiscal year.
Foreign Ownership Regulation
There
are no limitations on the rights to own securities imposed by our Constitution. However, acquisitions and proposed acquisitions of securities
in Australian companies may be subject to review and approval by the Australian Federal Treasurer under the Australian Foreign Acquisitions
and Takeovers Act 1975 (as amended) (the “FATA”), which generally applies to acquisitions or proposed acquisitions:
| ● | by
a foreign person (as defined in the FATA) or associated foreign persons that would result
in such persons having an interest in 20% or more of the issued shares of, or control of
20% or more of the voting power or potential voting power in, an Australian company; and |
| ● | by
foreign persons (and their associates) that would result in such foreign persons (and their
associates) having an interest in 40% or more of the issued shares of, or control of 40%
or more of the voting power or potential voting power in, an Australian company, where
the Australian company is valued above the monetary thresholds prescribed by FATA. |
However, no such review
or approval under the FATA is required if the foreign acquirer is a private U.S. entity (but not including overseas subsidiaries of U.S.
entities) or an entity from certain other free-trade agreement countries and the value of the Australian company is less than A$1,339 million
for foreign acquirers from all other countries (and assuming we are not considered a sensitive business).
The Australian Federal
Treasurer may prevent a proposed acquisition in the above categories or impose conditions on such acquisition if the Treasurer is satisfied
that the acquisition would be contrary to the national interest. If a foreign person acquires shares or an interest in shares in an Australian
company that is subject to review and approval under FATA, but such approval is not obtained, the Australian Federal Treasurer may order
the divestiture of such person’s shares or interest in shares in that Australian company.
In addition, under FATA,
all foreign government investors must notify the Australian Government and get prior approval before making a direct investment in Australia,
regardless of the value of the investment. What constitutes a foreign government investor is defined broadly in FATA.
Ownership Threshold
There are no specific
provisions in our Constitution that require a shareholder to disclose ownership above a certain threshold. The Corporations Act, however,
requires a shareholder to notify us once it, together with its associates, acquires an interest of 5% or more in our ordinary shares (or
voting power (as defined in the Corporations Act) of 5% or more of the votes in our ordinary shares), at which point the shareholder will
be considered to be a “substantial” shareholder. Further, once a shareholder (alone or together with its associates) owns
an interest of 5% or more in us, such shareholder must notify us of any increase or decrease of 1% or more in its holding of our ordinary
shares and must also notify us on its ceasing to be a “substantial” shareholder. In most cases, such notice must be given
to us within two business days after the relevant shareholder becomes aware of the information.
Exchange Controls
Australia has largely abolished
exchange controls on investment transactions. The Australian dollar is freely convertible into U.S. dollars. In addition, there are currently
no specific rules or limitations regarding the export from Australia of profits, dividends, capital or similar funds belonging to foreign
investors except amounts on account of potential Australian tax liabilities may be required to be withheld unless a relevant taxation
treaty can be shown to apply.
Exemptions from Nasdaq Corporate Governance Rules
The Nasdaq listing rules allow for a foreign private issuer, such as the Company, to follow its home country practices in lieu of certain
of the Nasdaq’s corporate governance standards. In connection with our Nasdaq Listing Application, we have relied on and expect
to continue to rely on exemptions from certain corporate governance standards that are contrary to the laws, rules, regulations or generally
accepted business practices in Australia. These exemptions are described below:
| ● | We rely on an exemption from the independence requirements for a majority of our board of directors
as prescribed by Nasdaq Listing Rules provided to foreign private issuers. During the fiscal year ended June 30, 2023, three of our seven
directors were deemed “independent”. Due to Australian law, which does not require a majority of our directors to be independent,
we claim this exemption. |
| ● | We rely on an exemption from the requirement that all members of the compensation committee (known in
Australia as a remuneration committee) and the nominating and corporate governance committees be independent as defined by Nasdaq. During
the fiscal year ended June 30, 2023, a majority of the members of our remuneration committee and our nominating committee (including the
respective chairs) were deemed “independent”. Due to Australian law and generally accepted business practices in Australia
regarding director independence, we claim this exemption. |
| ● | We relied on an exemption from the requirement that our independent directors meet regularly in executive
sessions under Nasdaq Listing Rules. The Corporations Act do not require the independent directors of an Australian company to have such
executive sessions and, accordingly, we claim this exemption. |
| ● | We rely on an exemption from the quorum requirements applicable to meetings of shareholders under the
Nasdaq Listing Rules. In compliance with Australian law, our Constitution provides that five shareholders present holding not less than
5% of the issued capital of a company, in person or by proxy, attorney or a representative, shall constitute a quorum for a general meeting.
Nasdaq Listing Rules require that an issuer provide for a quorum as specified in its bylaws for any meeting of the holders of ordinary
shares, which quorum may not be less than 33-1/3% of the outstanding shares of an issuer’s voting ordinary shares. Accordingly,
because applicable Australian law and rules governing quorums at shareholder meetings differ from Nasdaq’s quorum requirements,
we claim this exemption. |
| ● | We rely on an exemption from the requirement prescribed by the Nasdaq Listing Rules that issuers obtain
shareholder approval prior to the issuance of securities in connection with certain acquisitions, private placements of securities, or
the establishment or amendment of certain equity option, purchase or other compensation plans. Due to differences between Australian law
and rules and the Nasdaq shareholder approval requirements, we claim this exemption. |
DESCRIPTION OF AMERICAN
DEPOSITARY SHARES
Citibank, N.A. has agreed
to act as the depositary bank for the American Depositary Shares. Citibank’s depositary offices are located at 388 Greenwich Street,
New York, New York 10013. American Depositary Shares are frequently referred to as “ADSs” and represent ownership interests
in securities that are on deposit with the depositary bank. ADSs may be represented by certificates that are commonly known as “American
Depositary Receipts” or “ADRs.” The depositary bank typically appoints a custodian to safekeep the securities on deposit.
In this case, the custodian is Citicorp Nominees Pty Limited, located at Level 15, 120 Collins Street, Melbourne VIC 3000.
We have appointed
Citibank as depositary bank pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SEC under cover of a
Registration Statement on Form F-6. You may obtain a copy of the deposit agreement from the SEC’s Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549 and from the SEC’s website (www.sec.gov).
We are providing you
with a summary description of the material terms of the ADSs and of your material rights as an owner of ADSs. Please remember that summaries
by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined
by reference to the terms of the deposit agreement and not by this summary. We urge you to review the deposit agreement in its entirety.
The portions of this summary description that are italicized describe matters that may be relevant to the ownership of ADSs but that may
not be contained in the deposit agreement.
Each ADS represents the
right to receive, and to exercise the beneficial ownership interests in, 180 ordinary shares that are on deposit with the depositary bank
and/or custodian. An ADS also represents the right to receive, and to exercise the beneficial interests in, any other property received
by the depositary bank or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because
of legal restrictions or practical considerations. We and the depositary bank may agree to change the ADS-to-ordinary shares ratio
by amending the deposit agreement. This amendment may give rise to, or change, the depositary fees payable by ADS owners. The custodian,
the depositary bank and their respective nominees will hold all deposited property for the benefit of the holders and beneficial owners
of ADSs. The deposited property does not constitute the proprietary assets of the depositary bank, the custodian or their nominees. Beneficial
ownership in the deposited property will under the terms of the deposit agreement be vested in the beneficial owners of the ADSs. The
depositary bank, the custodian and their respective nominees will be the record holders of the deposited property represented by the ADSs
for the benefit of the holders and beneficial owners of the corresponding ADSs. A beneficial owner of ADSs may or may not be the holder
of ADSs. Beneficial owners of ADSs will be able to receive, and to exercise beneficial ownership interests in, the deposited property
only through the registered holders of the ADSs, the registered holders of the ADSs (on behalf of the applicable ADS owners) only through
the depositary bank, and the depositary bank (on behalf of the owners of the corresponding ADSs) directly, or indirectly, through the
custodian or their respective nominees, in each case upon the terms of the deposit agreement.
If you become an owner
of ADSs, you will become a party to the deposit agreement and therefore will be bound to its terms and to the terms of any ADR that represents
your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as an owner of
ADSs and those of the depositary bank. As an ADS holder you appoint the depositary bank to act on your behalf in certain circumstances.
The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of ordinary shares will continue
to be governed by the laws of Australia, which may be different from the laws in the United States.
In addition, applicable
laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. You are
solely responsible for complying with such reporting requirements and obtaining such approvals. Neither the depositary bank, the custodian,
us or any of their or our respective agents or affiliates shall be required to take any actions whatsoever on your behalf to satisfy such
reporting requirements or obtain such regulatory approvals under applicable laws and regulations.
As an owner of ADSs,
we will not treat you as one of our shareholders and you will not have direct shareholder rights. The depositary bank will hold on your
behalf the shareholder rights attached to the ordinary shares underlying your ADSs. As an owner of ADSs you will be able to exercise the
shareholders rights for the ordinary shares represented by your ADSs through the depositary bank only to the extent contemplated in the
deposit agreement. To exercise any shareholder rights not contemplated in the deposit agreement you will, as an ADS owner, need to arrange
for the cancellation of your ADSs and become a direct shareholder.
The manner in which you
own the ADSs (e.g., in a brokerage account vs. as registered holder, or as holder of certificated vs. uncertificated ADSs) may affect
your rights and obligations, and the manner in which, and extent to which, the depositary bank’s services are made available to
you. As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through a brokerage or safekeeping
account, or through an account established by the depositary bank in your name reflecting the registration of uncertificated ADSs directly
on the books of the depositary bank (commonly referred to as the “direct registration system” or “DRS”). The direct
registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary bank. Under the direct
registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary bank to the holders of the ADSs. The
direct registration system includes automated transfers between the depositary bank and The Depository Trust Company (“DTC”),
the central book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through
your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as ADS owner. Banks
and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing
and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker or bank if
you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee
of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in your name and, as such,
we will refer to you as the “holder.” When we refer to “you,” we assume the reader owns ADSs and will own ADSs
at the relevant time.
The registration of the
ordinary shares in the name of the depositary bank or the custodian shall, to the maximum extent permitted by applicable law, vest in
the depositary bank or the custodian the record ownership in the applicable ordinary shares with the beneficial ownership rights and interests
in such ordinary shares being at all times vested with the beneficial owners of the ADSs representing the ordinary shares. The depositary
bank or the custodian shall at all times be entitled to exercise the beneficial ownership rights in all deposited property, in each case
only on behalf of the holders and beneficial owners of the ADSs representing the deposited property.
Dividends and Distributions
As a holder of ADSs,
you generally have the right to receive the distributions we make on the securities deposited with the custodian. Your receipt of these
distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs will receive such distributions
under the terms of the deposit agreement in proportion to the number of ADSs held as of the specified record date, after deduction of
the applicable fees, taxes and expenses.
Distributions of Cash
Whenever we make a cash
distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt of confirmation
of the deposit of the requisite funds, the depositary bank will arrange for the funds received in a currency other than U.S. dollars to
be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to the laws and regulations of Australia.
The conversion into U.S.
dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The depositary bank will apply
the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect
of securities on deposit.
The distribution of cash
will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. The
depositary bank will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit
of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary bank holds
must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.
Distributions of Ordinary Shares
Whenever we make a free
distribution of ordinary shares for the securities on deposit with the custodian, we will deposit the applicable number of ordinary shares
with the custodian. Upon receipt of confirmation of such deposit, the depositary bank will either distribute to holders
new ADSs representing the ordinary shares deposited or modify the ADS-to-ordinary shares ratio, in
which case each ADS you hold will represent rights and interests in the additional ordinary shares so deposited. Only whole new ADSs will
be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.
The distribution of new
ADSs or the modification of the ADS-to-ordinary shares ratio upon a distribution of ordinary shares will be made net
of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such
taxes or governmental charges, the depositary bank may sell all or a portion of the new ordinary shares so distributed.
No such distribution
of new ADSs will be made if it would violate a law (e.g., the U.S. securities laws) or if it is not operationally practicable.
If the depositary bank does not distribute new ADSs as described above, it may sell the ordinary shares received upon the terms described
in the deposit agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.
Distributions of Rights
Whenever we intend to
distribute rights to subscribe for additional ordinary shares, we will give prior notice to the depositary bank and we will assist the
depositary bank in determining whether it is lawful and reasonably practicable to distribute rights to subscribe for additional ADSs to
holders.
The depositary bank will
establish procedures to distribute rights to subscribe for additional ADSs to holders and to enable such holders to exercise such rights
if we request such rights be made available to holders of ADSs, it is lawful and reasonably practicable to make the rights available to
holders of ADSs, and if we provide all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness
of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise
of your rights. The depositary bank is not obligated to establish procedures to facilitate the distribution and exercise by holders of
rights to subscribe for new ordinary shares other than in the form of ADSs.
The depositary bank will not distribute
the rights to you if:
|
● |
We do not timely request that the rights be distributed to you or we request that the rights not be distributed to you; or |
|
● |
We fail to deliver satisfactory documents to the depositary bank; or |
|
● |
It is not reasonably practicable to distribute the rights. |
The depositary bank will
sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale
will be distributed to holders as in the case of a cash distribution. If the depositary bank is unable to sell the rights, it will allow
the rights to lapse.
Elective Distributions
Whenever we intend to
distribute a dividend payable at the election of shareholders either in cash or in additional shares, we will give prior notice thereof
to the depositary bank and will indicate whether we wish the elective distribution to be made available to you. In such case, we will
assist the depositary bank in determining whether such distribution is lawful and reasonably practicable.
The depositary bank will
make the election available to you only if we request and it is reasonably practicable and if we have provided all of the documentation
contemplated in the deposit agreement. In such case, the depositary bank will establish procedures to enable you to elect to receive either
cash or additional ADSs, in each case as described in the deposit agreement. If the election is not made available to you, you will receive
either cash or additional ADSs, depending on what a shareholder in Australia would receive upon failing to make an election, as more
fully described in the deposit agreement.
Other Distributions
Whenever we intend to
distribute property other than cash, ordinary shares or rights to subscribe for additional ordinary shares, we will notify the depositary
bank in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the depositary bank in determining
whether such distribution to holders is lawful and reasonably practicable.
If it is reasonably practicable
to distribute such property to you and if we request such rights be made available to you and provide to the depositary bank all of the
documentation contemplated in the deposit agreement, the depositary bank will distribute the property to the holders in a manner it deems
practicable.
The distribution will
be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to
pay such taxes and governmental charges, the depositary bank may sell all or a portion of the property received.
The depositary bank will not distribute
the property to you and will sell the property if:
| ● | We do not request that the
property be distributed to you or if we request that the property not be distributed to you; or |
| ● | We do not deliver satisfactory
documents to the depositary bank; or |
| ● | The depositary bank determines
that all or a portion of the distribution to you is not reasonably practicable. |
The proceeds of such
a sale will be distributed to holders as in the case of a cash distribution.
Redemption
Whenever we decide to
redeem any of the securities on deposit with the custodian, we will notify the depositary bank in advance. If it is practicable and if
we provide all of the documentation contemplated in the deposit agreement, the depositary bank will provide notice of the redemption to
the holders.
The custodian will be
instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary bank will convert
into U.S. dollars upon the terms of the deposit agreement the redemption funds received in a currency other than U.S. dollars and will
establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary
bank. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs
are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary bank may determine.
Changes Affecting Ordinary Shares
The ordinary shares held
on deposit for your ADSs may change from time to time. For example, there may be a split-up, cancellation, consolidation or
any other reclassification of such ordinary shares or a recapitalization, reorganization, merger, consolidation or sale of assets of the
Company.
If any such change were
to occur, your ADSs would, to the extent permitted by law and the deposit agreement, represent the right to receive the property received
or exchanged in respect of the ordinary shares held on deposit. The depositary bank may in such circumstances deliver new ADSs to you,
amend the deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of your
existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the ordinary
shares. If the depositary bank may not lawfully distribute such property to you, the depositary bank may sell such property and distribute
the net proceeds to you as in the case of a cash distribution.
Issuance of ADSs upon Deposit of Ordinary
Shares
Upon completion of an
offering pursuant to this prospectus, any ordinary shares sold in such offering will be deposited by us with the custodian. Upon receipt
of confirmation of such deposit and our satisfaction of the conditions to the issuance of ADSs, including payment of any issuance fees
or other taxes or charges, as specified in the deposit agreement, the depositary bank will issue ADSs to the applicable underwriters or
other persons pursuant to our instructions.
The depositary bank may
create ADSs on your behalf if you or your broker deposits ordinary shares with the custodian and provides the certifications and documentation
required by the deposit agreement. The depositary bank will deliver these ADSs to the person you indicate only after you pay any applicable
issuance fees and any other applicable charges and taxes specified in the deposit agreement, including taxes and charges payable for the
transfer of the ordinary shares to the custodian. Your ability to deposit ordinary shares and receive ADSs may be limited by U.S. and
Australian legal considerations applicable at the time of deposit.
The issuance of ADSs
may be delayed until the depositary bank or the custodian receives confirmation that all required approvals have been given and that the
ordinary shares have been duly transferred to the custodian. The depositary bank will only issue ADSs in whole numbers.
When you make a deposit
of ordinary shares, you will be responsible for transferring good and valid title to the depositary bank. As such, you will be deemed
to represent and warrant that:
| ● | The ordinary shares are duly
authorized validly issued, fully paid, non-assessable and legally obtained. |
| ● | All preemptive (and similar)
rights, if any, with respect to such ordinary shares have been validly waived or exercised. |
| ● | You are duly authorized to
deposit the ordinary shares. |
| ● | The ordinary shares presented
for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs
issuable upon such deposit will not be, “restricted securities” (as defined in the deposit agreement). |
| ● | The ordinary shares presented
for deposit have not been stripped of any rights or entitlements. |
If any of the representations
or warranties are incorrect in any way, we and the depositary bank may, at your cost and expense, take any and all actions necessary to
correct the consequences of the misrepresentations.
Transfer, Combination and Split Up of ADRs
As an ADR holder, you
will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfers of ADRs, you will have to surrender
the ADRs to be transferred to the depositary bank and also must:
| ● | ensure that the surrendered
ADR is properly endorsed or otherwise in proper form for transfer; |
| ● | provide such proof of identity
and genuineness of signatures as the depositary bank deems appropriate; |
| ● | provide any transfer stamps
required by the State of New York or the United States; and |
| ● | pay all applicable fees, charges,
expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the deposit agreement, upon the transfer
of ADRs. |
To have your ADRs either
combined or split up, you must surrender the ADRs in question to the depositary bank with your request to have them combined or split
up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit agreement,
upon a combination or split up of ADRs.
Withdrawal of Ordinary Shares Upon Cancellation
of ADSs
As a holder, you will
be entitled to present your ADSs to the depositary bank for cancellation and then receive the corresponding number of underlying ordinary
shares at the custodian’s offices. Your ability to withdraw the ordinary shares held in respect of the ADSs may be limited by U.S.
and Australian law considerations applicable at the time of withdrawal. In order to withdraw the ordinary shares represented by your ADSs,
you will be required to pay to the depositary bank the fees for cancellation of ADSs and any charges and taxes payable upon the transfer
of the ordinary shares. You assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not
have any rights under the deposit agreement.
If you hold ADSs registered
in your name, the depositary bank may ask you to provide proof of identity and genuineness of any signature and such other documents as
the depositary bank may deem appropriate before it will cancel your ADSs. The withdrawal of the ordinary shares represented by your ADSs
may be delayed until the depositary bank receives satisfactory evidence of compliance with all applicable laws and regulations. Please
keep in mind that the depositary bank will only accept ADSs for cancellation that represent a whole number of securities on deposit.
You will have the right
to withdraw the securities represented by your ADSs at any time except for:
| ● | temporary delays that may arise
because (i) the transfer books for the ordinary shares or ADSs are closed, or (ii) ordinary shares are immobilized on account
of a shareholders’ meeting or a payment of dividends; |
| ● | obligations to pay fees, taxes
and similar charges; and/or |
| ● | restrictions imposed because
of laws or regulations applicable to ADSs or the withdrawal of securities on deposit. |
The deposit agreement
may not be modified to impair your right to withdraw the securities represented by your ADSs except to comply with mandatory provisions
of law.
Voting Rights
As a holder, you generally
have the right under the deposit agreement to instruct the depositary bank to exercise the voting rights for the ordinary shares represented
by your ADSs. The voting rights of holders of ordinary shares are described in “Description of Share Capital.”
At our request, the depositary
bank will distribute to you any notice of shareholders’ meeting received from us together with information explaining how to instruct
the depositary bank to exercise the voting rights of the securities represented by ADSs. In lieu of distributing such materials, the depositary
bank may distribute to holders of ADSs instructions on how to retrieve such materials upon request.
If the depositary bank
timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities (in person or by proxy) represented
by the holder’s ADSs as follows:
| ● | In the event of voting by
show of hands, the depositary bank will vote (or cause the custodian to vote) all ordinary shares held on deposit at that time in
accordance with the voting instructions received from a majority of holders of ADSs who provide timely voting instructions. |
| ● | In the event of voting by
poll, the depositary bank will vote (or cause the Custodian to vote) the ordinary shares held on deposit in accordance with the voting
instructions received from the holders of ADSs. |
Securities for which
no voting instructions have been received will not be voted (except as set forth above in the case voting is by show of hands and as otherwise
contemplated in the deposit agreement). Please note that the ability of the depositary bank to carry out voting instructions may be limited
by practical and legal limitations and the terms of the securities on deposit. We cannot assure you that you will receive voting materials
in time to enable you to return voting instructions to the depositary bank in a timely manner.
Fees and Charges
As an ADS holder, you
are required to pay the following fees under the terms of the deposit agreement:
|
|
Service | |
Fees |
|
● |
Issuance of ADSs (e.g., an issuance of ADS upon a deposit of ordinary shares, upon a change in the ADS(s)-to-ordinary share(s) ratio, or for any other reason), excluding ADS issuances as a result of distributions described in the fourth bullet below | |
Up to U.S. 5¢ per ADS issued |
|
|
| |
|
|
● |
Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited ordinary shares, upon a change in the ADS(s)-to-ordinary share(s) ratio, or for any other reason) | |
Up to U.S. 5¢ per ADS cancelled |
|
|
| |
|
|
● |
Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements) | |
Up to U.S. 5¢ per ADS held |
|
|
| |
|
|
● |
Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs | |
Up to U.S. 5¢ per ADS held |
|
|
| |
|
|
● |
Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off) | |
Up to U.S. 5¢ per ADS held |
|
|
| |
|
|
● |
ADS Services | |
Up to U.S. 5¢ per ADS held on the applicable record date(s) established by the depositary bank |
|
|
| |
|
|
● |
Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason) | |
Up to U.S. 5¢ per ADS (or fraction thereof) transferred |
|
|
| |
|
|
● |
Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each as defined in the Deposit Agreement) into freely transferable ADSs, and vice versa). | |
Up to U.S. 5¢ per ADS (or fraction thereof) converted |
As an ADS holder you
will also be responsible to pay certain charges such as:
| ● | taxes (including applicable
interest and penalties) and other governmental charges; |
| ● | the registration fees as may
from time to time be in effect for the registration of ordinary shares on the share register and applicable to transfers of ordinary
shares to or from the name of the custodian, the depositary bank or any nominees upon the making of deposits and withdrawals, respectively; |
| ● | certain cable, telex and facsimile
transmission and delivery expenses; |
| ● | the fees, expenses, spreads,
taxes and other charges of the depositary bank and/or service providers (which may be a division, branch or affiliate of the depositary
bank) in the conversion of foreign currency; |
| ● | the reasonable and customary out-of-pocket expenses incurred
by the depositary bank in connection with compliance with exchange control regulations and other regulatory requirements applicable to
ordinary shares, ADSs and ADRs; and |
| ● | the fees, charges, costs and
expenses incurred by the depositary bank, the custodian, or any nominee in connection with the ADR program. |
ADS fees and charges
for (i) the issuance of ADSs, and (ii) the cancellation of ADSs are charged to the person for whom the ADSs are issued (in the
case of ADS issuances) and to the person for whom ADSs are cancelled (in the case of ADS cancellations). In the case of ADSs issued by
the depositary bank into DTC, the ADS issuance and cancellation fees and charges may be deducted from distributions made through DTC,
and may be charged to the DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holding the ADSs being cancelled,
as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account of the applicable
beneficial owner(s) in accordance with the procedures and practices of the DTC participants as in effect at the time. ADS fees and charges
in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADS record date. In the case of distributions
of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions
other than cash and (ii) the ADS service fee, holders as of the ADS record date will be invoiced for the amount of the ADS fees and
charges and such ADS fees and charges may be deducted from distributions made to holders of ADSs. For ADSs held through DTC, the ADS fees
and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be
charged to the DTC participants in accordance with the procedures and practices prescribed by DTC and the DTC participants in turn charge
the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs. In the case of (i) registration of ADS
transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or by the person to whom the ADSs are
transferred, and (ii) conversion of ADSs of one series for ADSs of another series, the ADS conversion fee will be payable by the
Holder whose ADSs are converted or by the person to whom the converted ADSs are delivered.
In the event of refusal
to pay the depositary bank fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until
payment is received or may set off the amount of the depositary bank fees from any distribution to be made to the ADS holder. Certain
depositary fees and charges (such as the ADS services fee) may become payable shortly after the closing of any ADS offering. Note that
the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary bank. You will receive
prior notice of such changes. The depositary bank may reimburse us for certain expenses incurred by us in respect of the ADR program,
by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we
and the depositary bank agree from time to time.
Amendments and Termination
We may agree with the
depositary bank to modify the deposit agreement at any time without your consent. We undertake to give holders 30 days’ prior notice
of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider
to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to
be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees
and charges you are required to pay. In addition, we may not be able to provide you with prior notice of any modifications or supplements
that are required to accommodate compliance with applicable provisions of law.
You will be bound by
the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement become effective.
The deposit agreement cannot be amended to prevent you from withdrawing the ordinary shares represented by your ADSs (except as permitted
by law).
We have the right to
direct the depositary bank to terminate the deposit agreement. Similarly, the depositary bank may in certain circumstances on its own
initiative terminate the deposit agreement. In either case, the depositary bank must give notice to the holders at least 30 days before
termination. Until termination, your rights under the deposit agreement will be unaffected.
After termination, the
depositary bank will continue to collect distributions received (but will not distribute any such property until you request the cancellation
of your ADSs) and may sell the securities held on deposit. After the sale, the depositary bank will hold the proceeds from such sale and
any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary bank will
have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after
deduction of applicable fees, taxes and expenses).
In connection with any
termination of the deposit agreement, the depositary bank may make available to owners of ADSs a means to withdraw the ordinary shares
represented by ADSs and to direct the depositary of such ordinary shares into an unsponsored American depositary share program established
by the depositary bank. The ability to receive unsponsored American depositary shares upon termination of the deposit agreement would
be subject to satisfaction of certain U.S. regulatory requirements applicable to the creation of unsponsored American depositary shares
and the payment of applicable depositary fees.
Books of Depositary
The depositary bank will
maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely
for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement.
The depositary bank will
maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADSs.
These facilities may be closed from time to time.
Limitations on Obligations and Liabilities
The deposit agreement
limits our obligations and the depositary bank’s obligations to you. Please note the following:
| ● | We and the depositary bank
are obligated only to take the actions specifically stated in the deposit agreement without negligence or bad faith. |
| ● | The depositary bank disclaims
any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote,
provided it acts in good faith and in accordance with the terms of the deposit agreement. |
| ● | The depositary bank disclaims
any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to
you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in ordinary
shares, for the validity or worth of the ordinary shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness
of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices
or for our failure to give notice. |
| ● | We and the depositary bank
also disclaim any liability for any action or inaction of any clearing or settlement system (and any participant thereof) for the ADSs
or securities on deposit. |
| ● | We and the depositary bank
will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement. |
| ● | We and the depositary bank
disclaim any liability if we or the depositary bank are prevented or forbidden from or subject to any civil or criminal penalty or restraint
on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision,
present or future of any law or regulation, or by reason of present or future provision of any provision of our Constitution, or any
provision of or governing the securities on deposit, or by reason of any act of God or other circumstance beyond our control. |
| ● | We and the depositary bank
disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or
in our Constitution or in any provisions of or governing the securities on deposit. |
| ● | We and the depositary bank
further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants,
any person presenting ordinary shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed
by either of us in good faith to be competent to give such advice or information. |
| ● | We and the depositary bank
also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit that is made
available to holders of ordinary shares but is not, under the terms of the deposit agreement, made available to you. |
| ● | We and the depositary bank
may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented
by the proper parties. |
| ● | We and the depositary bank
also disclaim liability for any consequential or punitive damages for any breach of the terms of the deposit agreement. |
| ● | Nothing in the deposit agreement
gives rise to a partnership or joint venture, or establishes a fiduciary relationship, among us, the depositary bank and you as ADS holder. |
| ● | Nothing in the deposit agreement
precludes Citibank (or its affiliates) from engaging in transactions in which parties adverse to us or the ADS owners have interests,
and nothing in the deposit agreement obligates Citibank to disclose those transactions, or any information obtained in the course of
those transactions, to us or to the ADS owners, or to account for any payment received as part of those transactions. |
Taxes
You will be responsible
for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary bank and
the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property
on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do
not cover the taxes that are due.
The depositary bank may
refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are
paid by the applicable holder. The depositary bank and the custodian may take reasonable administrative actions to obtain tax refunds
and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary bank and to
the custodian proof of taxpayer status and residence and such other information as the depositary bank and the custodian may require to
fulfill legal obligations. You are required to indemnify us, the depositary bank and the custodian for any claims with respect to taxes
based on any tax benefit obtained for you.
Foreign Currency Conversion
The depositary bank will
arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will distribute
the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign
currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.
If the conversion of
foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within
a reasonable period, the depositary bank may take the following actions in its discretion:
| ● | Convert the foreign currency
to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful
and practical. |
| ● | Distribute the foreign currency
to holders for whom the distribution is lawful and practical. |
| ● | Hold the foreign currency (without
liability for interest) for the applicable holders. |
Governing Law/Waiver of Jury Trial
The deposit agreement,
the ADRs and the ADSs will be interpreted in accordance with the laws of the State of New York. The rights of holders of ordinary shares
(including ordinary shares represented by ADSs) are governed by the laws of Australia.
As an owner of ADSs or
holder of an interest therein, you irrevocably agree that any suit, action or proceeding arising out of the Deposit Agreement, the ADSs,
the ADRs or the transactions contemplated thereby, involving the Company or the depositary bank, may only be instituted in a state or
federal court in the city of New York, and by holding an ADS or an interest therein, you irrevocably waive any objection which you may
now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submit to the exclusive jurisdiction
of, such courts in any such suit, action or proceeding. The deposit agreement also provides that the foregoing agreement and waiver shall
survive your ownership of the ADSs or interests therein.
AS A PARTY TO THE DEPOSIT
AGREEMENT, YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT, OR RELATING TO, OF THE DEPOSIT AGREEMENT, THE ADRs OR ANY TRANSACTION CONTEMPLATED THEREIN.
Such waiver of
your right to trial by jury would apply to any claim under U.S. federal securities laws. The waiver continues to apply to claims that
arise during the period when a holder holds the ADSs, whether the ADS holder purchased the ADSs in an offering by us or in secondary transactions,
even if the ADS holder subsequently withdraws the underlying ordinary shares. If we or the depositary bank opposed a jury trial demand
based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of the applicable
case in accordance with applicable case law. However, you will not be deemed, by agreeing to the terms of the deposit agreement, to have
waived our or the depositary bank’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.
TAXATION
You should carefully consider
the information disclosed in Item 10E of our 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), and the Half-Year Financial Report for the six months ending December 31, 2023, disclosed in Form
6-K filed on March 15, 2024, each of which are herein incorporated by reference.
EXPENSES
The
following table sets forth an estimate of the fees and expenses payable by us in connection with the potential sale of the ADSs covered
by this prospectus (other than any sales commissions or discounts, which will be paid by the Selling Shareholder). The estimates do not
include expenses related to offerings of particular securities. All amounts shown are estimates except for the SEC registration fee.
SEC registration fee | |
$ | 2,344 | |
Printing expenses | |
| 3,000 | |
Accounting fees and expenses | |
| 17,000 | |
Legal fees and expenses | |
| 35,000 | |
Depositary fees | |
| 64,824 | |
Total | |
$ | 122,168 | |
LEGAL MATTERS
The validity of the Shares
to be registered in the offering under this prospectus will be passed upon by our Australian counsel, Rimon Law.
EXPERTS
The consolidated financial
statements included in the 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), have been audited by Ernst & Young, independent registered public accounting firm, as set forth in their report
thereon, included therein and incorporated herein by reference. Such consolidated financial statements are incorporated by reference in
reliance upon such report given on the authority of such firm as experts in accounting and auditing. The office of Ernst & Young is
located at 121 King William Street, Adelaide, South Australia 5000, Australia.
With respect to the unaudited condensed consolidated
interim financial information of Bionomics for the half years ended December 31, 2023 and December 31, 2022, incorporated by reference
in this Prospectus, Ernst & Young reported that they have applied limited procedures in accordance with professional standards for
a review of such information. However, their separate report dated March 15, 2024, included in Bionomics’ Half Year Report on Form
6-K for the half year ended December 31, 2023, and incorporated by reference herein, states that they did not audit and they do not express
an opinion on that interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted
in light of the limited nature of the review procedures applied. Ernst & Young is not subject to the liability provisions of Section
11 of the Securities Act of 1933 for their report on the unaudited interim financial information because that report is not a “report”
or a “part” of the Registration Statement prepared or certified by Ernst & Young within the meaning of Sections 7 and
11 of the Securities Act.
Change in Accountants
On
June 14, 2024, the resignation of Ernst & Young from its role as our independent registered public accounting firm became
effective (the “Effective Date”).
During the fiscal year
ended June 30, 2023 and through the Effective Date, there were no disagreements between us and Ernst & Young on any matter of
accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of Ernst & Young, would have caused them to make reference to the subject matter of the disagreement in connection
with their reports on the financial statements for such years. During the fiscal year ended June 30, 2023 and through the Effective
Date, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
On April 30, 2024, Bionomics
appointed, subject to the effective date of the resignation of Ernst & Young, the engagement of Wolf & Company, P.C. as our independent
registered public accounting firm for U.S. reporting purposes for the fiscal year ended June 30, 2024.
During
the fiscal years ended June 30, 2022 and June 30, 2023, and in the subsequent interim period through the Effective Date, neither
we nor anyone on our behalf consulted with Wolf & Company,
P.C. regarding either:
| ● | the
application of accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on our financial statements, and neither
was a written report provided to us nor was oral advice provided to us that Wolf & Company,
P.C. concluded was an important factor considered by us in reaching a decision as to the
accounting, auditing or financial reporting issue; or |
| ● | any
matter that was either the subject of a disagreement or reportable event as defined in Regulation S-K, Item
304(a)(1)(iv) and Item 304(a)(1)(v), respectively. |
We delivered a copy of
this disclosure to Ernst & Young and requested that they furnish us a letter addressed to the SEC stating whether they agree with
the above statements. In their letter dated June 18, 2024, attached as Exhibit 16.1 to the registration statement of which this prospectus
forms a part, Ernst & Young states that they agree with the statements above concerning their firm.
ENFORCEABILITY OF CIVIL LIABILITIES
We are a public limited company
incorporated under the laws of Australia. Certain of our directors are non-residents of the United States and substantially
all their assets are located outside the United States. As a result, it may not be possible for you to:
| ● | effect service of process within
the United States upon our non-U.S. resident directors or on us; |
| ● | enforce in U.S. courts judgments
obtained against our non-U.S. resident directors or us in the United States courts in any action, including actions under the
civil liability provisions of U.S. securities laws; |
| ● | enforce in U.S. courts judgments
obtained against our non-U.S. resident directors or us in courts of jurisdictions outside the United States in any action,
including actions under the civil liability provisions of U.S. securities laws; or |
| ● | bring an original action in
an Australian court to enforce liabilities against our non-U.S. resident directors or us based solely upon U.S. securities
laws. |
You may also have difficulties
enforcing in courts outside the United States judgments that are obtained in U.S. courts against any of our non-U.S. resident
directors or us, including actions under the civil liability provisions of the U.S. securities laws.
With that noted, there are
no treaties between Australia and the United States that would affect the recognition or enforcement of foreign judgments in Australia.
We also note that investors may be able to bring an original action in an Australian court against us to enforce liabilities based in
part upon U.S. federal securities laws. The disclosure in this section is not based on the opinion of counsel.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to periodic
reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. This prospectus, which constitutes
a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits.
As this prospectus does not contain all of the information contained in the registration statement, you should read the registration statement
and its exhibits for further information with respect to us and our securities. All information that we file with the SEC is available
through the SEC’s Electronic Data Gathering, Analysis and Retrieval system, which may be accessed through the SEC’s website
at www.sec.gov. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330. You
can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please visit the SEC’s website at
www.sec.gov for further information on the SEC’s Public Reference Room.
We
are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Our
annual report on Form 20-F for the year ending June 30, 2023 has been filed with the SEC and an annual report for subsequent years will
be due within months following the fiscal year end. We are not required to disclose certain other information that is required from U.S.
domestic issuers. As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the
furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting
and short-swing profit recovery provisions contained in Section 16 of the Exchange Act and also from Regulation FD (Fair Disclosure),
which was adopted to ensure that select groups of investors are not privy to specific information about an issuer before other investors.
We are, however, still subject
to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 of the Exchange Act. Since many of the disclosure
obligations required of us as a foreign private issuer are different than those required by companies filing as a domestic issuer, our
shareholders, potential shareholders and the investing public in general should not expect to receive information about us in the same
amount and at the same time as information is received from, or provided by, companies filing as a domestic issuer. We are liable for
violations of the rules and regulations of the SEC that apply to us as a foreign private issuer.
Only the specific documents
incorporated by reference in the accompanying prospectus, or incorporated by reference in this prospectus, are to be deemed incorporated
by reference into this prospectus and the registration statement of which they are a part. No information available on or through our
website, or any other website, shall be deemed incorporated by reference into this prospectus.
Upon written or oral request,
we shall provide without charge to each person to whom a copy of this prospectus is delivered a copy of any or all of the documents that
are incorporated by reference to this prospectus but not delivered with this prospectus. You may request a copy of these filings by contacting
us at 200 Greenhill Road Eastwood SA 5063 Australia, telephone +61 8 8150 7400. Our website
address is www.bionomics.com.au.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC permits us to
“incorporate by reference” the information contained in documents we file with the SEC, which means that we can disclose important
information to you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated
by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Information
that we file later with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference,
in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed.
We incorporate by reference
the following documents listed below (excluding any document or portion thereof to the extent such disclosure is furnished and not filed):
|
● |
our Form 6-K filed with the SEC on November 28, 2023; |
| ● | our Half-Year Report for the
six months ending December 31, 2023, disclosed in Form 6-K filed with the SEC on March 15, 2024; and |
| ● | our Form 6-K filed with the
SEC on June 3, 2024. |
All filings from the
date of the initial registration statement and prior to effectiveness of the registration statement shall be deemed to be incorporated
by reference into the prospectus. We are not, however, incorporating, in each case, any documents or information that we are deemed to
furnish and not file in accordance with SEC rules.
You may request and obtain
a copy of any of the filings incorporated herein by reference, at no cost, by writing or telephoning us at the following address or phone
number:
Bionomics Limited
200 Greenhill Road
Eastwood, SA 5063
Australia
+61 8 8150 7400
info@bionomics.com.au
DISCLOSURE OF SEC’S POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITY
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of Bionomics, we have
been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
![](https://www.sec.gov/Archives/edgar/data/1191070/000121390024056217/image_001.jpg)
3,641,213,340
Ordinary Shares
represented
by 20,228,963 American Depositary Shares
Bionomics
Limited
Prospectus
No dealer, salesperson
or any other person is authorized to give any information or make any representations in connection with this offering other than those
contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized
by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities
offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which
the offer or solicitation is not authorized or is unlawful.
Prospectus dated June 26, 2024
Bionomics (PK) (USOTC:BNOEF)
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De May 2024 a Jun 2024
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