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Neuphoria Therapeutics Inc. ("Neuphoria" or the "Company") (NASDAQ:NEUP), a clinical-stage biotechnology company developing impactful treatments for neuropsychiatric disorders,today announced that its Board of Directors (the "Board") has determined to adopt a limited-duration stockholder rights plan (the "Rights Plan"), effective immediately. The Board adopted the Rights Plan in response to significant and rapid accumulations of the Company's publicly traded common stock by certain investors.
The Rights Plan is intended to protect the interests of the Company and its stockholders, help ensure that all interested parties have the opportunity to participate fairly in any strategic review process and to provide the Board time to make informed decisions. The Rights Plan will reduce the likelihood that any entity, person or group gains control of Neuphoria through open-market accumulation without paying all stockholders an appropriate control premium.
It is important to note that the Rights Plan does not preclude the Board from engaging with parties or considering proposals or other strategic alternatives that it believes recognize the full value of the Company and are in the best interests of Neuphoria and all stockholders.
The Rights Plan, which is similar to other plans adopted by publicly held companies, does not contain any dead-hand, slow-hand, no-hand or similar feature that limits the ability of the Board to redeem the rights.
In connection with the adoption of the Rights Plan, the Board declared a dividend of one preferred share purchase right for each outstanding share of the Company's common stock as of the close of business on October 27, 2025, the record date. Under the Rights Plan, the rights will become exercisable if an entity, person or group acquires beneficial ownership of 15% or more of Neuphoria's outstanding common stock in a transaction not approved by the Board.
In the event that the rights become exercisable due to the ownership threshold being crossed after the date hereof, each right will entitle its holder (other than the person, entity or group triggering the Rights Plan, whose rights will become void and will not be exercisable) to purchase additional shares of common stock having a then-current market value of twice the exercise price of the rights. Any stockholders with beneficial ownership of the Company's outstanding common stock at or above the applicable threshold prior to this announcement are grandfathered at their current ownership levels but are not permitted to increase their ownership without triggering the Rights Plan. In addition, the Rights Plan has customary flip-over and exchange features.
Posted In: NEUP
