13D Filings
Neuphoria Therapeutics Inc.
NEUP
Amendment
Ownership

16.30%

Total Shares

875,328

Issuer CIK

1191070

CUSIP

64136E102

Event Date

Nov 17, 2025

Accepted

Nov 18, 2025, 08:25 AM

Reporting Persons (2)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Lynx1 Capital Management LP
Partnership
16.30%875,3280875,328
Weston Nichols
Individual
16.30%875,3280875,328
Disclosure Items (5)

Security Title

Common Stock, par value $0.00001 per share

Issuer Name

Neuphoria Therapeutics Inc.

Issuer Address

100 SUMMIT DR, BURLINGTON, MA, 01803

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On November 18, 2025, the Reporting Persons delivered a letter to the Board (the "Nov. 18 Letter") to withdraw their previous non-binding Proposal to acquire, through one or more managed investment funds and vehicles affiliated with the Investment Manager, all of the outstanding shares of capital stock of the Company for a price of $5.20 per share in cash, which offer price was based on then-publicly available information regarding the Company's capital structure and balance sheet. The foregoing description of the Nov. 18 Letter does not purport to be complete and is qualified in its entirety by reference to the Nov. 18 Letter, a copy of which is filed as an exhibit hereto and is incorporated herein by reference.

Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: See rows (11) and (13) of the cover pages to this Amendment No. 2 for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by the Reporting Persons. The Reporting Persons have not disposed of any shares beneficially owned by them since the date of the Original Schedule 13D. Rather, the reduction in percentage of Common Stock reported as beneficially owned by the Reporting Persons as reported in row (13) of the cover pages to this Amendment No. 2, versus the percentage previously reported by the Reporting Persons, is based on an increase in the number of outstanding shares of the Company's Common Stock since the date of the Original Schedule 13D. Specifically, the percentage in row (13) of the cover pages is based on 5,377,329 shares of Common Stock outstanding as of November 13, 2025, as reported in the Company's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 14, 2025.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The response to Item 4 of this Amendment No. 2 is incorporated herein by reference.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.3: Nov. 18 Letter to the Board, dated November 18, 2025

Neuphoria Therapeutics Inc. — Schedule 13D | 13D Filings