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( Mark One ) ☑ ☐ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30 , 2026 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ΤΟ Commission File Number 001-41157 Neuphoria Therapeutics Inc. ( Exact name of Registrant as specified in its Charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 14 Milliston Road , Box 195 , Millis , Massachusetts ( Address of principal executive offices ) Delaware 99-3845448 ( I.R.S. Employer Identification No. ) 02054 ( Zip Code ) Registrant's telephone number , including area code : ( 339 ) 240-6066 Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common Stock , $ 0.00001 par value per share Securities registered pursuant to Section 12 ( g ) of the Act : None Trading Symbol ( s ) NEUP Name of each exchange on which registered The Nasdaq Stock Market LLC NO ☑ Indicate by check mark if the Registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . YES Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . YES ☐ NO ☑ Indicate by check mark whether the Registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the Registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . YES ☑ NO ☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the Registrant was required to submit such files ) . YES ☑ NO ☐ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of “ large accelerated filer , ” “ accelerated filer , ” “ smaller reporting company , ” and “ emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer ☑ Accelerated filer Smaller reporting company Emerging growth company × ☑ If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . ☐ If securities are registered pursuant to Section 12 ( b ) of the Act , indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements . ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive - based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D - 1 ( b ) . ■ Indicate by check mark whether the Registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . YES ☐ NO ☑ The aggregate market value of the Common Stock held by non - affiliates of the registrant was approximately $ 7,017,007 based on the closing price of the registrant's Common Stock on December 31 , 2025 , the last business day of the registrant's most recently completed second fiscal quarter . The number of shares of Registrant's Common Stock outstanding as of September 17 , 2026 was 5,411,334 . DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10 - K ( e.g. , Part I , Part II , etc. ) into which the document is incorporated : ( 1 ) Any annual report to security holders ; ( 2 ) Any proxy or information statement ; and ( 3 ) Any prospectus filed pursuant to Rule 424 ( b ) or ( c ) under the Securities Act of 1933 . The listed documents should be clearly described for identification purposes ( e.g. , annual report to security holders for fiscal year ended December 24 , 1980 ) .