Bionomics Limited Announces Closing of US$5 Million Underwritten Offering of American Depositary Shares in the United States

ADELAIDE, Australia, Nov. 21, 2022 (GLOBE NEWSWIRE) — Bionomics Limited (ASX: BNO, Nasdaq: BNOX), (“Bionomics” or the “Company”), a clinical-stage biopharmaceutical company developing novel, allosteric ion channel modulators designed to transform the lives of patients suffering from serious central nervous system (“CNS”) disorders with high unmet medical need, today announced the closing of an underwritten public offering in the United States (the “Offering”) of 641,026 American Depositary Shares (“ADSs”), each representing 180 ordinary shares of Bionomics, at a public offering price of US$7.80 per ADS.

The offering price of US$7.80 per ADS (A$0.064 per ordinary share¹) represented a 1.63% discount to the volume weighted average price for the 15 days on which trades of the Company’s shares were recorded on ASX ending on 16 November 2022.

Bionomics has granted the underwriters an option to purchase up to an additional 96,153 ADSs within 30 days from the closing date of the Offering at the public offering price, less underwriting discounts and commissions. The gross proceeds of the Offering, before deducting underwriting discounts and commissions and other offering expenses payable by Bionomics, were approximately US$5.0 million and would be approximately US$5.7 million, if the underwriters exercise their option to purchase additional ADSs in full.

Aegis Capital Corp. and Berenberg acted as joint book-running managers for the Offering.

This offering was made pursuant to an effective registration statement on Form F-1 (No. 333-268314) previously filed with, and declared effective by, the U.S. Securities and Exchange Commission (“SEC”) on November 16, 2022. A final prospectus relating to this Offering has been filed with the SEC and is available on the SEC’s website located at http://www.sec.gov. Copies of the final prospectus relating to and describing the terms of the Offering may be obtained, when available, from (i) Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by telephone at (212) 813-1010 or by email at [email protected]; or (ii) Berenberg Capital Markets LLC, Attention: Investment Banking, 1251 Avenue of the Americas, 53^rd Floor, New York, NY 10020, by telephone at 646-949-9000 or by email at [email protected]. Australian investors are only eligible to invest under the prospectus if they are exempt from disclosure as sophisticated or professional investors under the Corporations Act 2001 (Cth).

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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About Bionomics Limited

Bionomics Limited (ASX: BNO, Nasdaq: BNOX) is a clinical-stage biopharmaceutical company developing novel, allosteric ion channel modulators designed to transform the lives of patients suffering from serious central nervous system (“CNS”) disorders with high unmet medical need. Bionomics is advancing its lead product candidate, BNC210, an oral, proprietary, selective negative allosteric modulator of the α7 nicotinic acetylcholine receptor, for the acute treatment of Social Anxiety Disorder (“SAD”) and chronic treatment of Post-Traumatic Stress Disorder (“PTSD”). Beyond BNC210, Bionomics has a strategic partnership with Merck & Co., Inc (known as MSD outside the United States and Canada) with two drugs in early-stage clinical trials for the treatment of cognitive deficits in Alzheimer’s disease and other central nervous system conditions.

Factors Affecting Future Performance

This announcement contains “forward-looking” statements within the meaning of the U.S. federal securities laws. Any statements contained in this announcement that relate to prospective events or developments, including, without limitation, statements related to the proposed Offering are deemed to be forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “projects,” “forecasts,” “will” and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by these forward-looking statements, including market conditions and uncertainties related to the satisfaction of customary closing conditions and completion of the Offering. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Actual results could differ materially from those discussed in this press release.

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¹ Based on an US$:A$ exchange rate of $1.48‍