FORM
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Item 1.01 Entry into a Material Definitive Agreement.
On October 23, 2026, the Board of Directors (the “Board”) of Neuphoria Therapeutics Inc. (“Neuphoria” or the “Company”), a Delaware corporation, entered into Amendment No. 1 (the “Amendment”) to the Rights Agreement, dated as of October 27, 2025, by and between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Original Rights Agreement,” and as amended by the Amendment). Pursuant to the Amendment, the Final Expiration Date of the Original Rights Agreement has been extended until the Close of Business on October 27, 2027, unless earlier extended, modified or terminated. Capitalized terms used but not defined herein have the meanings specified in the Rights Agreement, as amended.
The Rights are in all respects subject to and governed by the provisions of the Original Rights Agreement, except as as amended by the Amendment. The above description of the Original Rights Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Original Rights Agreement, which is incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on October 27, 2025, and to the Amendment, which is attached hereto as Exhibit 4.2, both of which are incorporated herein by reference.
Item 3.03. Material Modifications to Rights of Security Holders.
The information set forth under Item 1.01 is incorporated into this Item 3.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Rights Agreement, dated as of October 27, 2025 between Neuphoria Therapeutics Inc. and Computershare Trust Company, N.A., which includes the form of Certificate of Designation as Exhibit A, the form of Right Certificate as Exhibit B (incorporated herein by reference to Exhibit 4.1 to Form 8-K filed with the SEC on October 27, 2025) | |
| 4.2 | Amendment No. 1 to Rights Agreement, dated as of October 23, 2026, by and between Neuphoria Therapeutics Inc. and Computershare Trust Company, N.A., as rights agent | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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SIGNATUREs
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEUPHORIA THERAPEUTICS INC. | ||
| By: | /s/ Spyridon Papapetropoulos | |
| Spyridon Papapetropoulos | ||
| Interim Chief Executive Officer | ||
| Date: October 23, 2026 | ||
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