UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of December, 2021
Commission File Number: 001-41157
BIONOMICS LIMITED
(Exact Name of Registrant as Specified in Its Charter)
200 Greenhill Road
Eastwood SA 5063
Australia
Tel: +618 8150 7400
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On December 22, 2021, Bionomics Limited (the “Company”) lodged a press release with the Australian Securities Exchange (ASX), as required by the laws and regulations of Australia, announcing the acquisition of shares by its Executive Chairman. The Announcement is furnished herewith as Exhibit 99.1 to this report on Form 6-K.
On December 22, 2021, the Company lodged a press release with the ASX, as required by the laws and regulations of Australia, announcing the acquisition of shares by one of its directors. The Announcement is furnished herewith as Exhibit 99.2 to this report on Form 6-K.
Exhibits
| 99.1 | Press Release dated December 22, 2021 | |
| 99.2 | Press Release dated December 22, 2021 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Bionomics Limited | ||||||
| Date: December 22, 2021 | By: | /s/ Errol De Souza | ||||
| Name: Errol De Souza, Ph.D. | ||||||
| Title: Executive Chairman | ||||||
Exhibit 99.1
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity Bionomics Limited |
| ABN 53 075 582 740 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Dr Errol De Souza | |
| Date of last notice | 1 September 2020 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest |
Direct | |
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
||
| Date of change | 22 December 2021 | |
| No. of securities held prior to change | 366,698 Ordinary Fully Paid Shares 500,000 Unlisted Options | |
| Class | Unlisted Options | |
| Number acquired | 61,216,767 Unlisted Options | |
| Number disposed | 0 | |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Nil | |
| No. of securities held after change | 366,698 Fully Paid Ordinary Shares 61,716,767 Unlisted Options | |
+ See chapter 19 for defined terms.
| 01/01/2011 | Appendix 3Y Page 1 |
Appendix 3Y
Change of Director’s Interest Notice
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
• 47,786,607 Unlisted Options issued pursuant to Dr De Souza’s Employment Agreement dated 20 June 2021, which issue was approved by shareholders pursuant to Resolution 11 of the Company’s Annual General Meeting held on 2 December 2021; and
• 13,430,160 Unlisted Options issued following the Company’s initial public offering and listing on the Nasdaq Global Market, which issue was approved by shareholders pursuant to Resolution 12 of the Company’s Annual General Meeting held on 2 December 2021,
(being a total of 61,216,767 Unlisted Options). |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A | |
| Nature of interest | N/A | |
| Name of registered holder (if issued securities) |
N/A | |
| Date of change | N/A | |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/A | |
| Interest acquired | N/A | |
| Interest disposed | N/A | |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A | |
+ See chapter 19 for defined terms.
| Appendix 3Y Page 2 | 01/01/2011 |
Appendix 3Y
Change of Director’s Interest Notice
| Interest after change | N/A |
Part 3 – +Closed period
| Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? | No | |
| If so, was prior written clearance provided to allow the trade to proceed during this period? | N/A | |
| If prior written clearance was provided, on what date was this provided? | N/A | |
+ See chapter 19 for defined terms.
| 01/01/2011 | Appendix 3Y Page 3 |
Exhibit 99.2
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity Bionomics Limited |
| ABN 53 075 582 740 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Mr Alan David Fisher | |
| Date of last notice | 28 November 2016 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest |
Indirect | |
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Thirty Seventh Vilmar Pty Ltd As trustee for A D Fisher Personal Superannuation Fund Mr Alan Fisher is a Director and Secretary, and shareholder of the trustee, and a beneficiary of the trust. | |
| Date of change | 20 December 2021 | |
| No. of securities held prior to change: Mr Alan Fisher |
500,000 unlisted ESOP Options | |
| Class | Ordinary Fully Paid Shares (Shares) | |
| Number acquired | 100,000 Shares | |
| Number disposed | 0 | |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
$0.1200 per Share | |
+ See chapter 19 for defined terms.
| 01/01/2011 | Appendix 3Y Page 1 |
Appendix 3Y
Change of Director’s Interest Notice
| No. of securities held after change | ||
| Mr Alan Fisher | 500,000 unlisted ESOP Options | |
| Thirty Seventh Vilmar Pty Ltd as trustee for A D Fisher Personal Superannuation Fund (Mr Alan Fisher is a Director, Secretary, and shareholder of the trustee, and a beneficiary of the trust) |
100,000 Shares | |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
On-market trade | |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A | |
| Nature of interest | N/A | |
| Name of registered holder (if issued securities) |
N/A | |
| Date of change | N/A | |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/A | |
| Interest acquired | N/A | |
| Interest disposed | N/A | |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A | |
| Interest after change | N/A | |
Part 3 – +Closed period
| Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? | No |
+ See chapter 19 for defined terms.
| Appendix 3Y Page 2 | 01/01/2011 |
Appendix 3Y
Change of Director’s Interest Notice
| If so, was prior written clearance provided to allow the trade to proceed during this period? | N/A | |
| If prior written clearance was provided, on what date was this provided? | N/A | |
+ See chapter 19 for defined terms.
| 01/01/2011 | Appendix 3Y Page 3 |