Rimon advises Aussie biotech on re-domiciliation and listing on Nasdaq as a Delaware company

Rimon is proud to have acted as US counsel to Bionomics Limited, an Australian clinical-stage biotechnology company, on its re-domiciliation to the United States and the successful listing of its new Delaware parent company (Neuphoria Therapeutics Inc.) on Nasdaq.

Such a re-domiciliation involves an Australian statutory scheme of arrangement under which, following approval by shareholders and an Australian court, shareholders exchange their ordinary shares in the Australian company for shares of common stock in a new Delaware holding company that is listed on Nasdaq.

A change in domicile can result in improved access to capital in a market that is more cognizant of the company’s value proposition as well as better valuation, better trading liquidity and lower share price volatility.

For two years, Bionomics had American Depositary Shares trading on Nasdaq. On the first day of trading on Nasdaq as a Delaware corporation on 24 December 2024, its share price more than doubled from $3.00 to $6.63, with volume of 1.1 million shares.

Sydney-based US Corporate Partner Andrew Reilly led the transaction with support from New York-based Partner Ted Ghorra and Sydney-based Associate Elaine Wangsawidjaja as well US-based Partner Craig Tanner, who advised on Neuphoria’s incentive plan.

Speaking about the transaction, Mr. Reilly commented:

“We are pleased to have advised Bionomics and Neuphoria on this important transaction as the company seeks greater access to capital to fund its research and development activities. This is one of several transactions in which we have advised Australian companies seeking higher valuations and access to larger pools of capital. This transaction also demonstrates our leadership as our team has advised on more than 10 such re-domiciliations over the past 20 years, including Incannex Healthcare in 2023 and Piedmont Lithium in 2021.”

Also in December 2024, our Sydney-based team of U.S. lawyers advised another Australian biotech company, Radiopharm Theranostics Limited, on its listing on Nasdaq. Now dual-listed on ASX and Nasdaq, Radiopharm is a clinical stage radiotherapeutics company developing a platform of innovative radiopharmaceutical products for diagnostic and therapeutic applications in areas of high unmet medical need.

Rimon’s Securities and Capital Markets attorneys have decades of experience representing sponsors, issuers, investment banks, underwriters, and shareholders operating across a wide variety of industries in connection with major securities offerings as well as regulatory and compliance issues.  As a truly global firm, we have attorneys located in all the key international financial centers and have extensive experience representing our clients in cross-border capacities. Read more here