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United States securities and exchange commission logo
January 8, 2024
Timothy Cunningham
Chief Financial Officer
Bionomics Limited
200 Greenhill Road
Eastwood SA 5063
Australia
Re: Bionomics Limited
Form 20-F for the
Fiscal Year Ended June 30, 2023
Filed October 18,
2023
File No. 001-41157
Dear Timothy Cunningham:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended June 30, 2023
Item 5. Operating and Financial Review and Prospects
A. Operating Results
Results of Operations
Research and Development Expenses , page 109
1. You disclose on page
107 that substantially all of your direct research and development
expenses in the years
ended June 30, 2023 and 2022 were on BNC210 and consisted
primarily of external
costs. Please revise your future filings to address the following to
more clearly address
the trends experienced during the periods presented:
Revise to to break
out the costs incurred during each period presented for the PTSD
ATTUNE clinical
trial and the SAD PREVAIL clinical trial separately.
If you do not track
your research and development costs by indication, please
disclose that fact
and separately quantify the total amount of external costs
recognized related
to BNC210 for each period presented.
Timothy Cunningham
Bionomics Limited
January 8, 2024
Page 2
For all other research and development expenses, provide other
quantitative or
qualitative disclosure that provides more transparency as to the
type of research and
development expenses incurred (i.e. quantify by nature or type of
expense). The total
of costs broken out should reconcile to total research and
development expense on the
Statements of Operations.
Item 15. Controls and Procedures
Management's Annual Report on Internal Control over Financial Reporting, page
147
2. We note your disclosure that this Annual Report does not include a
report of
management s assessment regarding internal control over financial
reporting due to a
transition period established by rules of the SEC for newly public
companies. Since this is
your second 20-F, these transition rules no longer apply. Please amend
your filing to
include management's assessment of internal control and revise your
Exhibit 12
certifications accordingly. Refer to Item 15 of Form 20-F,
specifically the instructions to
Item 15.1.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Vanessa Robertson at 202-551-3649 or Daniel Gordon at
202-551-3486
with any questions.
FirstName LastNameTimothy Cunningham Sincerely,
Comapany NameBionomics Limited
Division of
Corporation Finance
January 8, 2024 Page 2 Office of Life
Sciences
FirstName LastName