Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Neuphoria Therapeutics Inc. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
64136E102 (CUSIP Number) |
Lynx1 Capital Management LP D81 Calle C, STE 301, PMB 1202, Dorado, PR, 00646-2051 929-888-7476 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 64136E102 |
| 1 |
Name of reporting person
Lynx1 Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
875,328.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The Reporting Person has not disposed of any shares beneficially owned by it since the date of the Original Schedule 13D (as defined below). Rather, the reduction in percentage of Common Stock reported as beneficially owned by the Reporting Person as reported in the table above, versus the percentage previously reported by the Reporting Person, 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 the table above 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.
SCHEDULE 13D
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| CUSIP No. | 64136E102 |
| 1 |
Name of reporting person
Weston Nichols | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
875,328.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The Reporting Person has not disposed of any shares beneficially owned by it since the date of the Original Schedule 13D. Rather, the reduction in percentage of Common Stock reported as beneficially owned by the Reporting Person as reported in the table above, versus the percentage previously reported by the Reporting Person, 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 the table above 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.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.00001 per share | |
| (b) | Name of Issuer:
Neuphoria Therapeutics Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
100 SUMMIT DR, BURLINGTON,
MASSACHUSETTS
, 01803. | |
Item 1 Comment:
Pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended, this Amendment No. 2 to the Schedule 13D ("Amendment No. 2") amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on October 23, 2025 (the "Original Schedule 13D"), as amended and supplemented by Amendment No. 1 filed with the SEC on November 10, 2025 (collectively, the "Schedule 13D"), relating to the Common Stock, par value $0.00001 per share (the "Common Stock"), of Neuphoria Therapeutics Inc. (the "Issuer" or the "Company"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
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. | Interest in Securities of the Issuer | |
| (a) | 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. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
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. | Material to be Filed as Exhibits. | |
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 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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