BURLINGTON, Mass., Dec. 01, 2025 (GLOBE NEWSWIRE) -- Neuphoria Therapeutics Inc. ("Neuphoria" or the "Company") (NASDAQ: NEUP), a clinical-stage biotechnology company dedicated to developing therapies that address the complex needs of individuals affected by neuropsychiatric disorders, today issued the following statements to address what Neuphoria strongly believes is a campaign from Lynx1 Master Fund LP ("Lynx1") full of deception and distraction to deflect attention from its own limitations and its handpicked nominees' shortcomings.
The Company urges stockholders to trust Neuphoria's commitment to transparency and value creation over what it believes are Lynx1's fabrications and misdirection by voting FOR Neuphoria's nominees Peter Miles Davies and David Wilson on the WHITE proxy card and voting WITHHOLD on both of Lynx1's nominees.
Included below are examples of quotes and assertions by Lynx1 that Neuphoria strongly believes are false and misleading, which are set against Neuphoria's explanation of the true facts.
In a desperate attempt to divert stockholders' attention from the absence of a clear plan, we believe that Lynx1 continues to misdirect solely to benefit their narrow agenda.
Lynx1 Fictions The Facts Here's Why
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Lynx1 Fiction #1 ...on Lynx1 previously Lynx1 aggressively went
Lynx1's "multiple expressed to into the open market to
good-faith outreach representatives of the purchase what it
efforts" Company their support believed to be a
for the Board and super-minority stake
encouraged the Board and then began
to fully utilize the contacting the Company
Company's existing after the fact
at-the-market offering believing it could
("ATM") program. On leverage the Company.
November 8, 2025, At no point did Lynx1
representatives of notify the Company in
Lynx1 had an informal advance of its planned
telephone call with aggression, nor did it
representatives of the directly approach the
Company. On November Chair of our Board,
9, 2025, Lynx1 which would have been
delivered to the the standard operating
Company a notice of procedures in these
intent to nominate two circumstances.
directors. On November Contacting management
10, 2025, Lynx1 while pursuing an
delivered a letter to unsolicited and
our board of directors potentially hostile
(our "Board") offer, simultaneously
containing a lobbying for a Board
non-binding proposal member's removal, and
to acquire all of the never once engaging
outstanding shares of with the Chair of the
the Company in cash. Board does not portray
a credible narrative
warranting a formal
response. The Board has
been receptive in the
past to Board
representation from
large stockholders when
those approaches have
been done
professionally, and the
nominees have been
vetted appropriately in
line with Company
policies.
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Lynx1 Fiction #2 ...on Stephen Doberstein's The Company's nominees
Lynx1's experience is limited have deep senior
"fit-for-purpose to biotechnological experience in equity
candidates" and pharmaceutical capital market value
companies focused on assessment, strategic
autoimmune disorders, planning, and M&A with
lacking substantive respect to life
experience in sciences companies with
investment banking and clients in the U.S.,
financial strategic Europe and Asia.
transactions. While Lynx1's handpicked
having some investment nominees do
experience, a not--Lynx1's handpicked
significant portion of nominees lack
Kimberly Smith's understanding in the
career is in value of the Company,
healthcare research have no expertise to
focused on cancer navigate complex
treatment and strategic alternatives
biotechnology. and continue to attempt
to disrupt the
Company's robust and
active ongoing
strategic alternatives
review process, a
current priority for
the Company. Neither of
Lynx1's handpicked
nominees has sufficient
scientific experience
with neuropsychiatric
disorders, as such
their biotech and
healthcare experience
brings NO VALUE to the
Company. Importantly,
Lynx1's handpicked
nominees may be
inclined to support any
new proposal from
Lynx1, rather than
objectively evaluating
all proposals received.
Their decision-making
may be influenced by
the interests of Lynx1
who nominated them to
the Board and not by
what is best for the
Company and all its
stockholders.
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Lynx1 Fiction #3 ...on The Board set the Record date was a
"the use of a record record date of October matter of public
date that 15, 2025 in September disclosure prior to
disenfranchises the 2025. This is Lynx1 launching their
current electorate" documented and fully proxy contest. The
supported. record date was set
prior to Lynx1's
Schedule 13D filing and
the results of the
Company's AFFIRM-1
Phase 3 clinical trial.
Their attempted
allegations are nothing
short of desperation
and a smear campaign.
------------------------- ------------------------ -------------------------
Lynx1 Fiction #4 ...on The Company has not Lynx1 is questioning
questioning Neuphoria's yet determined to the pipeline plan to
plan of advancing the proceed with the PTSD undermine confidence in
PTSD trial Phase 3 trial, the Company's strategy,
although the option even though our Board
has not been ruled has already taken
out. Lynx1 itself decisive actions, set
mentioned "advancing clear priorities, and
Neuphoria's own communicated near-term
pipeline" as one of and long-term
the "real alternatives expectations to the
on the table." market -- not the least
of which is to analyze
and contemplate ALL
STRATEGIC ALTERNATIVES,
NOT BLINDLY LIMITING
WHAT OPTIONS AND
STRATEGIC ALTERNATIVES
EXIST.
------------------------- ------------------------ -------------------------
Lynx1 Fiction #5 ...on Within a matter of Lynx1 is disingenuously
"a systemic failure of weeks--Neuphoria criticizing a trial
execution and initiated a that had a
oversight" of the cost-cutting program disappointing result
Company to preserve cash and that it had never
appointed a financial questioned as a
advisor to conduct a stockholder before.
strategic review, Lynx1 characterizes the
which is well situation as a
underway. These "systemic failure of
actions were planned execution and
in advance under oversight" because they
guidance from the seek to portray the
Board, and the various Company's recent
options and potential challenges as the
responses were result of broad and
communicated to the structural deficiencies
market well before in Board leadership and
and/or simultaneously, management, which is
as applicable, with simply not the case.
the most recent This framing is
clinical trial designed solely to
results, and were justify their campaign
promptly executed. for board change by
suggesting that the
Company's actions have
been inadequate or
misaligned with
stockholder
expectations -- which
could not be further
from the truth.
------------------------- ------------------------ -------------------------
Lynx1 Fiction #6 ...on WG Partners LLP This framing is
David Wilson's ("WGP") did NOT and intended to cast doubt
commission arrangement HAS NEVER received any on the Board's
with respect to the commission with governance standards
Company's existing ATM respect to the ATM and its nominees'
program and conflicts program. Rather WGP suitability, regardless
of interest gets a monthly flat of the facts. Lynx1
fee for its financial also utterly FAILS to
advisory services as understand the value of
has been consistently having a strong cash
publicly disclosed in balance sheet in either
the Company's SEC Phase 3 clinical trial
filings, which has outcome, regardless of
ZERO connection to the either a positive or
ATM program. negative result. Having
a strong balance sheet
adds value, rather than
decreases value heading
into any strategic
negotiation, and
Lynx1's failure to
understand this shows
that they have little
business running a
public company or
challenging the
existing Board members.
In addition to the
Board's own experience,
the advice to maximize
the Company's cash
resources in light of
the recent data readout
was unanimously and
consistently given by
all the multiple
advisors that the
Company has
relationships with that
were consulted.
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Lynx1 Fiction #7 ...our Lynx1's 13D amendment The Company can only
offer was based on an filed on November 10, reasonably conclude
assumption of 2025 disclosing the that either Lynx1's
approximately 2.3 offer states that it initial bid was
million shares was based on 3.3 disingenuous, reckless
outstanding million shares or that it had failed
outstanding as to complete even the
disclosed by Neuphoria most elementary levels
on October 27, 2025 so of due diligence before
it is not clear why submitting its bid or
they would use a lower it is making
number in this claim. deliberately misleading
statements.
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Lynx1 Fiction #8 Mr. Davies has more Lynx1's attempt to
...Company nominees than 15 years of question the
lack capital markets investment banking capabilities of the
discipline, functional experience, Company's nominees
governance independence principally in the ignores both the
and operational biotech Healthcare team at nominees' track records
leadership Rothschild, where he and the decisive
advised on over $100 actions the Board has
billion of taken, including
transactions across cost-discipline
more than 40 deals. He initiatives, strategic
subsequently served as portfolio
a Managing Director at prioritization, and
Apeiron Investment oversight of an ongoing
Group ("Apeiron"), strategic review. These
where he invested in claims reflect
life sciences rhetoric, not reality,
portfolio companies. and are designed to
Mr. Davies was also elevate Lynx1's
Chief Business Officer handpicked nominees
for one of Apeiron's rather than provide
biotech portfolio stockholders with an
companies. Mr. Wilson accurate assessment of
has more than 40 years the Board's
of experience in the qualifications.
investment banking
industry, 30 years of
which has been in Life
Sciences and currently
serves as the Chair
and founding partner
of WGP, a leading
boutique investment
banking firm that is
dedicated to advising
life-sciences
companies on corporate
finance, mergers and
acquisitions,
licensing, strategic
advisory and capital
raising with clients
in the U.S., Europe
and Asia. Prior to
starting WGP, Mr.
Wilson served as Chief
Executive Officer of
Piper Jaffray Ltd., a
leading investment
banking firm, where he
also served as the
Global Chair of its
Healthcare franchise.
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Neuphoria's current Board has the right skill sets to move the Company forward. Lynx1's handpicked nominees do not, and they seem willing to say anything to mislead you, our stockholders.
As a result, we strongly recommend that Neuphoria stockholders vote "FOR" BOTH of Neuphoria's nominees on the WHITE proxy card and vote "WITHHOLD" on BOTH of Lynx1's nominees.
About Neuphoria Therapeutics Inc.
Neuphoria Therapeutics Inc. (Nasdaq: NEUP) is a public company incorporated in Delaware. The Company is a clinical-stage biotechnology company dedicated to developing therapies that address the complex needs of individuals affected by neuropsychiatric disorders. Neuphoria is advancing the lead drug candidate, BNC210, an oral, proprietary, selective negative allosteric modulator of the <ALPHA>7 nicotinic acetylcholine receptor for the treatment of post-traumatic stress disorder ("PTSD"). BNC210 is a first-of-its-kind, well tolerated, broad spectrum anti-anxiety experimental therapeutic, designed to restore neurotransmitter balance in relevant brain areas, providing rapid relief from stress and anxiety symptoms without the common pitfalls of sedation, cognitive impairment, or addiction. Following the announcement from the AFFIRM-1 Phase 3 clinical trial on October 20, 2025, in which the Company announced that the trial missed its primary and secondary endpoints, the Company has halted development of BNC210 in social anxiety disorder and is conducting a strategic review. In addition, Neuphoria has a strategic partnership with Merck & Co., Inc. ("Merck") with two drugs in early-stage clinical trials for the treatment of cognitive deficits in Alzheimer's disease and other central nervous system conditions. Neuphoria's pipeline also includes the <ALPHA>7 nicotinic acetylcholine receptor next generation and the Kv3.1/3.2 preclinical programs, both in the lead optimization development stage.
Forward-Looking Statements
Neuphoria cautions that statements included in this press release that are not a description of historical facts are forward-looking statements. Words such as "may," "could," "will," "would," "should," "expect," "plan," "anticipate," "believe," "estimate," "intend," "predict," "seek," "contemplate," "potential," "continue" or "project" or the negative of these terms or other comparable terminology are intended to identify forward-looking statements. The forward-looking statements are based on our current beliefs, plans, burn rate and expectations. Certain forward-looking statements, including (without limitation) about (1) Neuphoria's ability to develop and expand its business, successfully complete development of its current product candidates, the timing of commencement and/or completion, as well as any successful or other outcome of various clinical trials, and receipt of data and current and future collaborations for the development and commercialization of its product candidates, (2) the market for drugs to treat central nervous system diseases and pain conditions, and the Company's ability to realize the commercial potential of its products, as well as its regulatory strategy related to its clinical trials and, if successful, the regulatory pathway to any next stage in development or commercialization, (3) Neuphoria's financial resources, and capital allocation and corporate development strategy, (4) the Board's review of strategic alternatives and evaluation of offers from third parties, and (5) assumptions underlying any such statements. The inclusion of forward-looking statements should not be regarded as a representation by Neuphoria that any of its plans will be achieved. Future events and actual results could differ materially from those set out in, contemplated by or underlying the forward-looking statements due to a number of important factors. Certain forward-looking statements involve contracts, licenses and arrangements involving third parties and their respective clinical trial and research and development projects that are out of our control. Actual results may differ materially from those set forth in this release due to the risks and uncertainties inherent in the Company's business and other risks described in the Company's filings with the SEC, including the Company's Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Reports on Form 8-K, each filed with the SEC, and its other reports. Stockholders are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and Neuphoria undertakes no obligation to revise or update this news release to reflect events or circumstances after the date hereof. Further information regarding these and other risks, uncertainties and other factors is included in Neuphoria's filings with the SEC, copies of which are available from the SEC's website (www.sec.gov) and on Neuphoria's website (www.neuphoriatx.com) under the heading "Investor Center." All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995. Neuphoria expressly disclaims all liability in respect to actions taken or not taken based on any or all the contents of this press release.
Advisors
Rimon PC and Paul Hastings LLP are serving as legal counsel to Neuphoria. Sodali & Co is serving as proxy solicitor.
H.C. Wainwright & Co. is serving as financial advisor to Neuphoria for its strategic alternatives review process.
FOR FURTHER INFORMATION PLEASE CONTACT:
General
Spyridon (Spyros) Papapetropoulos
spyros@neuphoriatx.com
IR & PR
Argot Partners
neuphoria@argotpartners.com
(END) Dow Jones Newswires
December 01, 2025 08:01 ET (13:01 GMT)
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