SecProbe.io

CORRESP
 1
 filename1.htm

 November 12, 2025

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Mergers and Acquisitions
 100 F Street, N.E.
 Washington, DC 20549

 Re:
 Neuphoria Therapeutics Inc.
 Preliminary Proxy Statement filed on November 12, 2025
 File No. 001-41157

 Ladies and Gentlemen:

 On behalf of our client, Neuphoria Therapeutics Inc. (“Neuphoria”), and pursuant to Rule 14a-6 promulgated under the Securities Exchange Act
 of 1934, Neuphoria hereby files with the Securities and Exchange Commission (the “SEC”), its Preliminary Proxy Statement on Schedule 14A and the related form of proxy card (collectively, the “Neuphoria Proxy Materials”). The Neuphoria Proxy Materials
 have been filed with the SEC using EDGAR tag PREC14A.

 The Neuphoria Proxy Materials will be furnished to Neuphoria’s stockholders in connection with the solicitation of proxies to be used at the
 2025 annual meeting of stockholders of Neuphoria (the “2025 Annual Meeting”). At the 2025 Annual Meeting, stockholders will be asked to vote on, among other matters, the election of two (2) Class I directors of Neuphoria.

 If the Staff of the SEC has any questions or comments concerning the accompanying Preliminary Proxy Statement or any aspects of Neuphoria’s
 solicitation of proxies referred to therein, please contact the undersigned at (202) 538-3557 or seandonahue@paulhastings.com.

 Sincerely,

 /s/ Sean M. Donahue

 Sean M. Donahue

 cc:

 Spyridon Papapetropoulos

January 28, 2025
Spyros Papapetropoulos, M.D.
Chief Executive Officer
Neuphoria Therapeutics Inc.
100 Summit Dr.
Burlington, Massachusetts 01803
Re:Neuphoria Therapeutics Inc.
Registration Statement on Form S-3
Filed January 24, 2025
File No. 333-284512
Dear Spyros Papapetropoulos M.D.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Theodore Ghorra

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NEUPHORIA THERAPEUTICS
INC.

100 SUMMIT DRIVE

BURLINGTON, MASSACHUSETTS
01803

January 28, 2025

via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

Attention: Chris Edwards

    Re:
    Neuphoria Therapeutics Inc.

Registration Statement on Form S-3

Filed January 24, 2025

Securities Act File No. 333-284512

Request for Acceleration of Effectiveness

Dear Mr. Edwards:

Pursuant to Rule 461 of Regulation C under
the Securities Act of 1933, as amended, Neuphoria Therapeutics Inc. (the “Registrant”) respectfully requests acceleration
of its Registration Statement on Form S-3 (File No. 333-284512), filed on January 24, 2025, so that it will
become effective at 9:00 a.m. (Eastern time) on January 29, 2025, or as soon as practicable thereafter.

If you have any questions, or require any
additional information, please do not hesitate to email Theodore Ghorra, the Registrant’s outside counsel, at theodore.ghorra@rimonlaw.com
or by phone at 212-515-9979.

The Registrant acknowledges that, if the Securities
and Exchange Commission (or its staff, acting pursuant to delegated authority) (the “Commission”) declares the filing effective,
such action:

    (i)
    does not foreclose the Commission from taking any action with respect to the filing;

    (ii)
    does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    (iii)
    may not be asserted by the Registrant as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    Neuphoria Therapeutics Inc.

    By:
    /s/ Spyridon Papapetropoulos

    Spyridon Papapetropoulos, M.D.

    Chief Executive Officer

    cc:
    Theodore J. Ghorra, Esq., Rimon P.C.

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NEUPHORIA THERAPEUTICS
INC.

100 Summit Dr

Burlington, Massachusetts 01803

January 7, 2025

via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

Attention: Alan Campbell

    Re:
    Neuphoria Therapeutics Inc.

Registration Statement on Form S-3

Filed November 18, 2024, as amended
on November 25, 2024 and January 7, 2025

Securities Act File No. 333-283306

Request for Acceleration of Effectiveness

Dear Mr. Campbell:

Pursuant to Rule 461 of Regulation C under the
Securities Act of 1933, as amended, Neuphoria Therapeutics Inc. (f/k/a Bionomics Limited, the “Registrant”) respectfully requests
acceleration of its Registration Statement on Form S-3 (File No. 333-283306, filed on November 18, 2024,
as amended on November 25, 2024 and January 7, 2025), so that it will become effective at 9:00 a.m. (Eastern time) on January 8, 2025,
or as soon as practicable thereafter.

If you have any questions, or require any additional
information, please do not hesitate to email Theodore Ghorra, the Registrant’s outside counsel, at theodore.ghorra@rimonlaw.com
or by phone at 212-515-9979.

The Registrant acknowledges that, if the Securities
and Exchange Commission (or its staff, acting pursuant to delegated authority) (the “Commission”) declares the filing effective,
such action:

    (i)
    does not foreclose the Commission from taking any action with respect to the filing;

    (ii)
    does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    (iii)
    may not be asserted by the Registrant as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    Neuphoria Therapeutics Inc.

    By:
    /s/ Spyridon Papapetropoulos

    Spyridon Papapetropoulos, M.D.

    Chief Executive Officer

    cc:
      Theodore J. Ghorra, Esq., Rimon P.C.

November 21, 2024
Spyros Papapetropoulos
President, Chief Executive Officer and Director
Bionomics Limited
200 Greenhill Road
Eastwood SA 5063
Australia
Re:Bionomics Limited
Registration Statement on Form S-3
Filed November 18, 2024
File No. 333-283306
Dear Spyros Papapetropoulos:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Theodore Ghorra, Esq.

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Bionomics Limited

200 Greenhill Road

Eastwood, SA 5063

Australia

June 24, 2024

via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

Attention: Chris Edwards

    Re:
    Bionomics Limited

Registration Statement on Form F-1

Filed June 18, 2024

Securities Act File No. 333-280288

Request for Acceleration of Effectiveness

Dear Mr. Edwards:

Pursuant to Rule 461 of Regulation C under
the Securities Act of 1933, as amended, Bionomics Limited (the “Registrant”) respectfully requests acceleration of its Registration
Statement on Form F-1 (File No. 333-280288), filed on June 18, 2024, so that it will become effective at
9:00 a.m. (Eastern time) on June 26, 2024, or as soon as practicable thereafter.

If you have any questions, or require any
additional information, please do not hesitate to email Theodore Ghorra, the Registrant’s outside counsel, at theodore.ghorra@rimonlaw.com
or by phone at 212-515-9979.

The Registrant acknowledges that, if the Securities
and Exchange Commission (or its staff, acting pursuant to delegated authority) (the “Commission”) declares the filing effective,
such action:

 (i) does
not foreclose the Commission from taking any action with respect to the filing;

 (ii) does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 (iii) may
not be asserted by the Registrant as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

    Very truly yours,

    Bionomics Limited

    By:
    /s/ Spyridon Papapetropoulos

    Spyridon Papapetropoulos, M.D.

    Chief Executive Officer

    cc:
    Theodore J. Ghorra, Esq., Rimon P.C.

Andrew Reilly, Esq., Rimon P.C.

United States securities and exchange commission logo
June 21, 2024
Spyridon Papapetropoulos, M.D.
President and Chief Executive Officer
Bionomics Limited
200 Greenhill Road
Eastwood, SA 5063
Australia
Re:Bionomics Limited
Registration Statement on Form F-1
Filed June 18, 2024
File No. 333-280288
Dear Spyridon Papapetropoulos:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Theodore Ghorra

United States securities and exchange commission logo
January 18, 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 completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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  CORRESP

  January 11, 2024

  United States Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

  Attn:	Vanessa Robertson, Office of Life Sciences

  RE: Bionomics Limited

         Form 20-F for the Fiscal Year Ended June 30, 2023

         Filed October 18, 2023

         File No. 001-41157

  Dear Ms. Robertson:

  Set forth below are the responses of Bionomics Limited (the “Company,” “we,” “us” or “our”) to comments received from the staff of the Division of Corporation Finance, Office of Life Sciences (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated January 8, 2024, with respect to the Company’s annual report on Form 20-F filed with the Commission on October 18, 2023 (the “Annual Report”).

  Concurrently with the submission of this letter, we have filed through EDGAR Amendment No. 1 to the Annual Report (the “Amendment No. 1”), each as a “correspondence” filing for the Staff’s review and approval prior to final submission of the latter on EDGAR.

  For your convenience, each response below is prefaced by the exact text of the Staff’s corresponding comment in bold text.  All references to page numbers and captions correspond to Amendment No. 1, unless otherwise indicated.

  1.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

  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 break out the costs incurred during each period presented for the PTSD ATTUNE clinical trial and the SAD PREVAIL clinical trial separately.

  Bionomics Limited ABN 53 075 582 740

  200 Greenhill Road Eastwood SA Australia 5063 Phone 61 8 8150 7400 Email info@bionomics.com.au website www.bionomics.com.au

  •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.

  •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.

  Response to Comment No. 1

  	As requested by the Staff, in our future annual reports, and such other filings where required, we will revise such future filings to address the Staff’s comments above, including those related to the identified costs and, where applicable, any trends experienced during the periods presented.

  2.Item 15. Controls and Procedures

  Management's Annual Report on Internal Control over Financial Reporting, page 147

  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.

  Response to Comment No. 2

  	We have revised our Item 15 disclosure as requested by the Staff to include management’s assessment of internal controls over financial reporting as set forth below (in track changes format for the Staff’s convenience). We have also revised (also in track changes) and annexed hereto Exhibits 12.1 and 12.2, respectively, to Amendment No. 1 in response to the Staff’s corresponding comment.

  “Item 15.  Controls and Procedures

  Evaluation of Disclosure Controls and Procedures

  We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) that are designed to ensure that information required to be disclosed in ours reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer, Non-Executive Chairman, and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  Our management, with the participation of our Chief Executive Officer, Non-Executive Chairman and Chief Financial

  Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023.  Based upon that evaluation, our Chief Executive Officer, Non-Executive Chairman and Chief Financial Officer concluded that, as of June 30, 2023, our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

  Management’s Annual Report on Internal Control over Financial Reporting

  Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).  Under the supervision and with the participation of our management, including our Chief Executive Officer, Non-Executive Chairman and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2023, based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013).  Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of June 30, 2023.

  This Annual Report does not include an attestation report of the Company’s registered public accounting firm as we are an emerging growth company. This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) due to a transition period established by rules of the SEC for newly public companies. This Annual Report also does not include an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Additionally, our independent registered public accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting until we are no longer an emerging growth company.

  Changes in Internal Control over Financial Reporting

  There were no changes in our internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) that occurred during the period covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.”

  If you have any questions with respect to the foregoing responses or require further information, please contact the undersigned at (781) 439-5551 or Theodore J. Ghorra, Esq. of Rimon P.C. at (646) 717-3735.

    Very truly yours,

    BIONOMICS LIMITED

    By:

    /s/ Timothy Cunningham

    Name:

     Timothy Cunningham

    Title:

     Chief Financial Officer

  cc:	Daniel Gordon (Securities and Exchange Commission)

  Spyros Papapetropoulos, Bionomics Limited, CEO
Andrew Reilly, Esq. (Rimon P.C.)

  As filed with the Securities and Exchange Commission on January 11, 2024

  UNITED STATES

  SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549

  Form 20-F/A

  (Amendment No. 1)

  (Mark One)

    ☐

    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

  OR

    ☒

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the fiscal year ended June 30, 2023

  OR

    ☐

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  OR

    ☐

    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  Date of event requiring this shell company report

  For the transition period from                      to

  Commission file number 001-41157

  BIONOMICS LIMITED

  (Exact name of Registrant as specified in its charter)

   Not Applicable

  (Translation of Registrant’s name into English)

  Australia

  (Jurisdiction of incorporation or organization)

  200 Greenhill Road
Eastwood SA 5063

  Australia

  (Address of principal executive offices)

  Spyridon “Spyros” Papapetropoulos, M.D.

  President and Chief Executive Officer

  Email: spyros@bionomics.com.au

  Telephone: +61 8 881507400

  2710 Gateway Oaks Drive, Suite 150N

  Sacramento, CA 95833

  (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

  Securities registered or to be registered, pursuant to Section 12(b) of the Act:

    Title of each class

    Trading Symbol(s)

    Name of each exchange on which registered

    American Depository Shares, each representing the right to receive one hundred eighty (180) Ordinary Shares, no par value per share

    BNOX

    The Nasdaq Global Market

  Securities registered or to be registered pursuant to Section 12(g) of the Act: None

  Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

  Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by the annual report. 1,486,735,424 ordinary shares.

  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

  If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

  Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

  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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

      Large accelerated filer

      Accelerated filer

    ☒ Non-accelerated filer

    ☒ Emerging growth company

  If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 which basis of accounting the registrant has used to prepare the financial statements included in this filing:

     U.S. GAAP

    ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board

     Other

  If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17  Item 18 

  If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No ☒

  EXPLANATORY NOTE

  This Amendment No. 1 to Form 20-F (the “Form 20-F/A”) amends our annual report on Form 20-F for the year ended June 30, 2023 (the “Annual Report”), which was originally filed with the U.S. Securities and Exchange Commission on October 18, 2023.  The purpose of this Form 20-F/A is to amend certain information presented under (1) Item 15, Controls and Procedures, Evaluation of Disclosure Controls and Procedures to include management’s assessment of internal controls over financial reporting, and (2) to revise and file herewith Exhibits 12.1 and 12.2, respectively; to reflect the Company management’s certification of its internal control over financial reporting.

  This Form 20-F/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the disclosure therein in any way except as described above or herein.  No other changes have been made to the Annual Report. The filing of this Form 20-F/A should not be understood to mean that any statements contained in the Annual Report, as amended by this Form 20-F/A, are true or complete as of any date subsequent to the original filing date of the Annual Report. Accordingly, this Form 20-F/A should be read in conjunction with the Annual Report.

    Item 15.

         Controls and Procedures

  Evaluation of Disclosure Controls and Procedures

  We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) that are designed to ensure that information required to be disclosed in ours reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer, Non-Executive Chairman, and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reason

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.

 FirstName LastNameTimothy Cunningham
 Comapany NameBionomics Limited
 January 8, 2024 Page 2
 FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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CORRESP

 Bionomics Limited

200 Greenhill Road

 Eastwood SA
5063

 Australia

 May 15, 2023

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street N.E.

 Washington, D.C. 20549

Attention: Tyler Howes

Re:
 Bionomics Limited

Registration Statement on Form F-3

File No. 333-271696

Dear Mr. Howes:

 Pursuant to Rule 461 of
Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Bionomics Limited (the “Company”), respectfully requests that the effective date of the
Registration Statement on Form F-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on May 17, 2023, or as soon as practicable thereafter.

Please contact Michael E. Sullivan of Latham & Watkins LLP, counsel to the Company, at (858)
523-3959, to provide notice of effectiveness, or if you have any questions or require additional information regarding this matter. Thank you for your assistance and cooperation in this matter.

Very truly yours,

BIONOMICS LIMITED

By:

/s/ Spyridon “Spyros” Papapetropoulos

Spyridon “Spyros” Papapetropoulos

President, Chief Executive Officer and Director

cc:
 Michael E. Sullivan, Latham & Watkins LLP

Nathaniel Ajiashvili, Latham & Watkins LLP

United States securities and exchange commission logo
May 11, 2023
Spyridon Papapetropoulos
Chief Executive Officer
Bionomics Limited
2710 Gateway Oaks Drive, Suite 150N
Sacramento, CA 95833
Re:Bionomics Limited
Registration Statement on Form F-3
Filed May 5, 2023
File No. 333-271696
Dear Spyridon Papapetropoulos:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael E. Sullivan, Esq.

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 Bionomics Limited

200 Greenhill Road

 Eastwood SA
5063

 Australia

 November 14, 2022

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street N.E.

 Washington, D.C. 20549

Attention:
 Christopher Edwards

Jordan Nimitz

 Kevin Vaugh

Christine Wong

Re:
 Bionomics Limited

Registration Statement on Form F-1

File No. 333-268314

Ladies and Gentlemen:

 Pursuant to Rule 461 of
Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Bionomics Limited (the “Company”), respectfully requests that the effective date of the
Registration Statement on Form F-1 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on November 15, 2022, or as soon as practicable thereafter.

Please contact Michael E. Sullivan of Latham & Watkins LLP, counsel to the Company, at (858)
523-3959, to provide notice of effectiveness, or if you have any questions or require additional information regarding this matter. Thank you for your assistance and cooperation in this matter.

Very truly yours,

BIONOMICS LIMITED

By:

 /s/ Errol De Souza

Errol De Souza, Ph.D.

Executive Chairman

cc:
 Michael E. Sullivan, Latham & Watkins LLP

Nathaniel Ajiashvili, Latham & Watkins LLP

Anthony W. Basch, Kaufman & Canoles, P.C.

Yan (Natalie) Wang, Kaufman & Canoles, P.C.

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 November 14, 2022

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street N.E.

 Washington, D.C. 20549

Attention:     Christopher Edwards

            Jordan Nimitz

            Kevin Vaugh

            Christine Wong

Re:
 Bionomics Limited

Registration Statement on Form F-1

File No. 333-268314

Ladies and Gentlemen:

 Pursuant to Rule 461 of
the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Aegis Capital Corp. and Berenberg Capital Markets LLC hereby request
acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4:00 p.m. Eastern Time, November 15, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form of
preliminary prospectus as appears to be reasonable to secure adequate distribution.

By: AEGIS CAPITAL CORP.

By:

/s/ Griffin Cassagne

Name: Griffin Cassagne

Title: Executive Vice President

By:

BERENBERG CAPITAL MARKETS LLC

By:

/s/ Zachary Brantly

Name: Zachary Brantly

Title: Head of U.S. Investment Banking

By:

/s/ Mattew Rosenblatt

Name: Matthew Rosenblatt

Title: CCO & Ops Principal

United States securities and exchange commission logo
November 4, 2022
Errol De Souza, Ph.D.
Executive Chairman
Bionomics Limited
200 Greenhill Road
Eastwood SA 5063
Australia
Re:Bionomics Limited
Draft Registraiton Statement on Form F-1
Submitted October 31, 2022
CIK No. 0001191070
Dear Errol De Souza:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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 Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael E. Sullivan

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 Bionomics Limited

200 Greenhill Road

 Eastwood SA
5063

 Australia

 December 15, 2021

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street N.E.

 Washington, D.C. 20549

Attention:

Christopher Edwards

Jordan Nimitz

Kevin Vaugh

Christine Wong

 Re:

Bionomics Limited

Registration Statement on Form F-1

File No. 333-261280

 Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on
behalf of Bionomics Limited (the “Company”), respectfully requests that the effective date of the Registration Statement on Form F-1 referred to above be accelerated so that it will
become effective at 5:25 P.M. Eastern Time on December 15, 2021, or as soon as practicable thereafter.

 Please contact Michael E.
Sullivan of Latham & Watkins LLP, counsel to the Company, at (858) 523-3959, to provide notice of effectiveness, or if you have any questions or require additional information regarding this matter.
Thank you for your assistance and cooperation in this matter.

Very truly yours,

BIONOMICS LIMITED

By:

 /s/ Errol De Souza

Errol De Souza, Ph.D.

Executive Chairman

cc:
 Nathaniel Ajiashvili, Latham & Watkins LLP

Michael E. Sullivan, Latham & Watkins LLP

Cheston J. Larson, Latham & Watkins LLP

Benjamin K. Marsh, Goodwin Procter LLP

CORRESP
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 December 15, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Christopher Edwards

Jordan Nimitz

 Kevin Vaugh

Christine Wong

Re:
 Bionomics Limited

Registration Statement on Form F-1

Registration No. 333-261280

Acceleration Request

Requested Date: December 15, 2021

Requested Time: 5:25 PM, Eastern Daylight Time

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), Evercore Group L.L.C. and William Blair & Company, L.L.C, as representatives of the several underwriters, hereby join Bionomics Limited in requesting that
the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form F-1 (File
No. 333-261280) (the “Registration Statement”) to become effective on December 15, 2021, at 5:25 PM, Eastern Daylight Time, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary
prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

 We
have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

[Signature Page Follows]

Very truly yours,

Evercore Group L.L.C.

By:

 /s/ Ed Baxter

Name:

Ed Baxter

Title:

Senior Managing Director

William Blair & Company, L.L.C.

By:

 /s/ Steve Maletzky

Name:

Steve Maletzky

Title:

Head of Equity Capital Markets

 cc:     Errol De Souza, Ph.D., Bionomics Limited

Benjamin K. Marsh, Goodwin Procter LLP

Nathan Ajiashvili, Latham & Watkins LLP

Michael E. Sullivan, Latham & Watkins LLP

Cheston J. Larson, Latham & Watkins LLP

[Signature Page to Acceleration Request]

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 December 13, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Christopher Edwards

Jordan Nimitz

 Kevin Vaugh

Christine Wong

Re:
 Bionomics Limited

Registration Statement on Form F-1

Registration No. 333-261280

Acceleration Request

Requested Date: December 15, 2021

Requested Time: 4:00 PM, Eastern Daylight Time

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), Evercore Group L.L.C. and William Blair & Company, L.L.C, as representatives of the several underwriters, hereby join Bionomics Limited in requesting that
the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form F-1 (File
No. 333-261280) (the “Registration Statement”) to become effective on December 15, 2021, at 4:00 PM, Eastern Daylight Time, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary
prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

 We
have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

[Signature Page Follows]

Very truly yours,

Evercore Group L.L.C.

By:

 /s/ Ed Baxter

Name:

Ed Baxter

Title:

Senior Managing Director

William Blair & Company, L.L.C.

By:

 /s/ Steve Maletzky

Name:

Steve Maletzky

Title:

Head of Equity Capital Markets

 cc:     Errol De Souza, Ph.D., Bionomics Limited

Benjamin K. Marsh, Goodwin Procter LLP

Nathan Ajiashvili, Latham & Watkins LLP

Michael E. Sullivan, Latham & Watkins LLP

Cheston J. Larson, Latham & Watkins LLP

[Signature Page to Acceleration Request]

CORRESP
1
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 Bionomics Limited

200 Greenhill Road

 Eastwood SA
5063

 Australia

 December 13, 2021

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street N.E.

 Washington, D.C. 20549

Attention:

Christopher Edwards

Jordan Nimitz

Kevin Vaugh

Christine Wong

 Re:

Bionomics Limited

Registration Statement on Form F-1

File No. 333-261280

 Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on
behalf of Bionomics Limited (the “Company”), respectfully requests that the effective date of the Registration Statement on Form F-1 referred to above be accelerated so that it will
become effective at 4:00 P.M. Eastern Time on December 15, 2021, or as soon as practicable thereafter.

 Please contact Michael E.
Sullivan of Latham & Watkins LLP, counsel to the Company, at (858) 523-3959, to provide notice of effectiveness, or if you have any questions or require additional information regarding this matter.
Thank you for your assistance and cooperation in this matter.

Very truly yours,

BIONOMICS LIMITED

By:

 /s/ Errol De Souza

Errol De Souza, Ph.D.

Executive Chairman

cc:
 Nathaniel Ajiashvili, Latham & Watkins LLP

Michael E. Sullivan, Latham & Watkins LLP

Cheston J. Larson, Latham & Watkins LLP

Benjamin K. Marsh, Goodwin Procter LLP

CORRESP
1
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CORRESP

12670 High Bluff Drive

San Diego, California 92130

Tel: +1.858.523.5400 Fax: +1.858.523.5450

 www.lw.com

FIRM / AFFILIATE OFFICES

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Milan

Beijing

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December 8, 2021

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100 F Street N.E.

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Washington, D.C.

Washington, D.C. 20549

Attention:

Christine Wong

Kevin Vaugh

Jordan Nimitz

Christopher Edwards

Re:

Bionomics Limited/ FI

Registration Statement on Form F-1

Filed November 22, 2021

File No. 333-261280

 Ladies and Gentlemen:

We are in receipt of the Staff’s letter dated December 3, 2021 with respect to the above-referenced Registration Statement (the
“Registration Statement”) on Form F-1. We are responding to the Staff’s comments on behalf of Bionomics Limited (“Bionomics” or the
“Company”) as set forth below. Simultaneously with the submission of this letter, the Company is publicly filing via EDGAR a Registration Statement on Form F-1 (the “Amended
Registration Statement”) responding to the Staff’s comment and updating the Registration Statement.

 The Company’s
response sets forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in the Amended Registration Statement. For ease of
reference, we have set forth the Staff’s comment and the Company’s response below.

 Form F-1 filed
November 22, 2021

 Potential Advantages of BNC210 for the Treatment of Anxiety and Stressor-Related Disorders, page 114

1.
 We note your response to our prior comment 4. By including the table containing the attributes of SSRIs and
benzodiazepines below the text describing BNC210’s advantageous attributes on page 115, your disclosure still inappropriately invites direct comparison between BNC210 and SSRIs and benzodiazepines. Please either remove the

 December 8, 2021

 Page
 2

table, or include balancing disclosure that clearly states that no head-to-head trials have compared BNC210 to
these current treatments and that you cannot guarantee that such a trial would produce these results.

 Bionomics
Response:

 The Company has revised the disclosure on page 117 of the Amended Registration Statement in response to the Staff’s
comment.

 Legacy Oncology Programs, page 125

2.
 We note your response to prior comment 4. Please delete references to the undisclosed programs. Since these
programs are in clinical development, they should be disclosed. We note your response to our prior comment 6 and reissue. We understand your response that the combination therapy is material to the Company that its inclusion in the Company’s
pipeline will be material to an investor’s understanding of the Company’s programs in development. To the extent the combination therapy relating to your memorandum of understanding with EmpathBio is material, the collaboration
agreement supporting the development of this product candidate is material and should be filed as an exhibit. Additionally, we note your statement that your intention to enter a definitive agreement with EmpathBio depends on the
results of the preclinical feasibility studies regarding this product candidate. If the product candidate is not material given its early stage of development, then please remove the references to these product candidates from your
pipeline table and your summary. You may continue to include the EmpathBio collaboration in the table on page 106.

Bionomics Response: The Company has revised the disclosure on pages 2, 3 and 5 of the Amended Registration Statement in response to the
Staff’s comment.

 *********

Any comments or questions regarding the foregoing should be directed to the undersigned at (858)
523-3959. Thank you in advance for your cooperation in connection with this matter.

Very truly yours,

/s/ Michael E. Sullivan

Michael E. Sullivan
of LATHAM & WATKINS LLP

cc:

Errol De Souza, Bionomics Limited

Nathaniel Ajiashvili, Latham & Watkins LLP

Cheston J. Larson, Latham & Watkins LLP

Benjamin K. Marsh, Goodwin Procter LLP

United States securities and exchange commission logo
December 3, 2021
Errol De Souza
Executive Chairman
Bionomics Limited/FI
200 Greenhill Road
Eastwood SA 5063
Australia
Re:Bionomics Limited/ FI
Registration Statement on Form F-1
Filed November 22, 2021
File No. 333-261280
Dear Mr. Souza:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 12, 2021 letter.
Form F-1 filed November 22, 2021
Potential Advantages of BNC210 for the Treatment of Anxiety and Stressor-Related Disorders,
page 114
1.We note your response to our prior comment 4. By including the table containing the
attributes of SSRIs and benzodiazepines below the text describing BNC210's
advantageous attributes on page 115, your disclosure still inappropriately invites direct
comparison between BNC210 and SSRIs and benzodiazepines. Please either remove the
table, or include balancing disclosure that clearly states that no head-to-head trials have
compared BNC210 to these current treatments and that you cannot guarantee that such a
trial would produce these results.

 FirstName LastNameErrol De  Souza
 Comapany NameBionomics Limited/FI
 December 3, 2021 Page 2
 FirstName LastName
Errol De  Souza
Bionomics Limited/FI
December 3, 2021
Page 2
Legacy Oncology Programs, page 125
2.We note your response to our prior comment 6 and reissue. We understand your response
that the combination therapy is material to the Company that its inclusion in the
Company’s pipeline will be material to an investor’s understanding of the Company’s
programs in development. To the extent the combination therapy relating to your
memorandum of understanding with EmpathBio is material, the collaboration
agreement supporting the development of this product candidate is material and should
be filed as an exhibit. Additionally, we note your statement that your intention to enter a
definitive agreement with EmpathBio depends on the results of the preclinical feasibility
studies regarding this product candidate. If the product candidate is not material given
its early stage of development, then please remove the references to these product
candidates from your pipeline table and your summary. You may continue to include the
EmpathBio collaboration in the table on page 106.
            You may contact Christie Wong at 202-551-3684 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jordan Nimitz at 202-551-5831 or Christopher Edwards at 202-551-6761 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Nathan Ajiashvili, Esq.

CORRESP
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CORRESP

 12670 High Bluff Drive

San Diego, California 92130

Tel: +1.858.523.5400 Fax: +1.858.523.5450

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Moscow

Boston

Munich

Brussels

New York

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 November 22, 2021

Chicago

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VIA EDGAR

Düsseldorf

San Diego

Frankfurt

San Francisco

Hamburg

Seoul

 U.S. Securities and Exchange Commission

Hong Kong

Shanghai

 Division of Corporation Finance

Houston

Silicon Valley

 Office of Life Sciences

London

Singapore

 100 F Street N.E.

Washington, D.C. 20549

Attention:   Christine Wong

Kevin Vaugh

Jordan Nimitz

Christopher Edwards

Los Angeles

Tokyo

Madrid

Washington, D.C.

Re:
 Bionomics Limited/ Form F-1

Amendment No. 1 to Draft Registration Statement on Form F-1

Submitted October 28, 2021

CIK No. 0001191070

 Ladies and
Gentlemen:

 We are in receipt of the Staff’s letter dated November 12, 2021 with respect to the above-referenced Draft
Registration Statement (the “Registration Statement”) on Form F-1. We are responding to the Staff’s comments on behalf of Bionomics Limited. (“Bionomics” or the
“Company”) as set forth below. Simultaneously with the submission of this letter, the Company is publicly filing via EDGAR a Registration Statement on Form F-1 (the “Amended
Registration Statement”) responding to the Staff’s comment and updating the Registration Statement.

 The Company’s
response sets forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in the Amended Registration Statement. For ease of
reference, we have set forth the Staff’s comment and the Company’s response below.

 Amendment No. 1 to Draft Form F-1 filed October 28, 2021

 BNC210, page 2

1.
 We note your revisions in response to our prior comment 2 and reissue in part. Please include in your
summary risk factors on page 4 the risk related to federal and state regulation of your combination of BNC210 and EMP-01 as a controlled substance.

 November 22, 2021

Page 2

 Bionomics Response:

The Company has revised the disclosure on page 5 of the Amended Registration Statement in response to the Staff’s comment.

Our Portfolio, page 2

2.
 We note your response to prior comment 4. Please delete references to the undisclosed programs. Since these
programs are in clinical development, they should be disclosed.

 Bionomics Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that Merck does not generally disclose product candidates in Phase 1 clinical trials. Further, under the Merck collaboration, the Company has limited information rights and is contractually
prohibited from disclosing additional information regarding these product candidates without Merck’s consent. Due to the commercially competitive nature of drug development, Merck has requested that the Company maintain the confidentiality of
the specific product candidates at this time. Although the Merck programs are in early stage clinical development, the Company believes that disclosure of the programs is material to an investor’s understanding of the business and has filed the
agreement as a material agreement. In response to the Staff’s comment and the Company’s view that the Merck collaboration is a material agreement, the Company has removed the Merck program from its pipeline chart that appears in the
prospectus summary and has instead included it in a separate chart depicting the status of the Company’s collaboration’s appearing only in the business section of the Amended Registration Statement on page 106. Further, the Company
has revised the disclosures on pages 3, 108 and 128 of the Amended Registration Statement to clarify its information rights and expectations for timely updates concerning the product candidates.

a7 Receptor PAM Program with Merck, page 3

3.
 We note your response to our prior comment 7 and reissue in part. Please disclose that you will not receive
any royalty payments from Merck as a result of the contingent value right to be issued for the sole benefit of your existing shareholders. Please also explain the extent to which you control the clinical development process, whether you have access
to information related to clinical trial results, serious adverse events and ongoing communications with the FDA relating to these programs or the extent to which Merck is required to provide you with this information.

Bionomics Response: The Company advises the Staff that it no longer intends to issue a contingent value right. The Company has revised
the disclosure on pages 14, 15, 34, 95 and 128 of the Amended Registration Statement to reflect this.

 Potential Advantages of BNC210 for the
Treatment of Anxiety and Stressor-Related Disorders,page 114

4.
 We note your response to our prior comment 16 and reissue. Dividing the previous table into two separate
tables does not resolve the implied expectation of regulatory approval, which is still inappropriate given the early stage of BNC210’s development. Please remove the tables on page 115.

Bionomics Response: The Company has revised the disclosure on page 15 of the Amended Registration Statement to remove the table
describing the potential attributes of BNC210 in response to the Staff’s comment.

 November 22, 2021

Page 3

 Legacy Oncology Programs, page 125

5.
 We note your response to our prior comment 12 and reissue in part. Please revise the below statements to
disclose your objective observations from the trials without concluding that the product candidate was effective or had an impact on the observed results. Any conclusions regarding efficacy are within the sole authority of the FDA. For example, we
would not object to a statement such as “In preclinical studies, BNC101 was associated with a reduction in the frequency of cancer stem cells...”

a.
 On page 125, “Representative molecules from each series have been observed to reverse pharmacologically
induced cognitive deficits in mouse and rat models with equivalent activity to risperidone, an antipsychotic drug used to treat schizophrenia, used as the positive control.”

b.
 On page 125, “In preclinical studies, BNC101 targeted and reduced the frequency of cancer stem cells
derived from primary patient colorectal tumors both in vitro and in vivo.”

 Bionomics
Response: The Company has revised the disclosure on pages 125 and 126 of the Amended Registration Statement in response to the Staff’s comment.

6.
 We note your response to our prior comment 13. To the extent the product candidate relating to your
memorandum of understanding with EmpathBio is material, the memorandum supporting the development of this product candidate is material and should be fully described and filed as an exhibit pursuant to Item 601(b)(10) of Regulation S-K, or provide an analysis as to why you do not believe filing is required. If you do not consider the agreement material, please remove the collaboration from the table.

Bionomics Response: The Company has revised the disclosure on page 123 of the Amended Registration Statement in response to the
Staff’s comment to describe all of the material terms of the memorandum of understanding between the Company and EmpathBio (the “MOU”). The Company does not believe, however, that the MOU is required to be filed as an Exhibit to the
Amended Registration Statement. While this potential combination therapy is material to the Company and the Company believes that its inclusion in the Company’s pipeline will be material to an investor’s understanding of the Company’s
programs in development as it represents a potential further expansion of the market for BNC210 for the treatment of PTSD, the Company respectfully advises the Staff that it does not believe that this agreement meets the threshold for inclusion as a
material agreement under Item 601(b)(10) of Regulation S-K. First, the company notes that as a development stage biotechnology company, entering into agreements of this nature with potential collaboration partners is an activity that it engages in
in the ordinary course of business. Second, the Company notes that as this collaboration is currently at the non-binding memorandum of understanding stage, there are not enforceable rights or obligations (other than confidentiality obligations)
under the MOU either for or against the Company or EmpathBio and as such the MOU does not itself contain any rights or obligations that are material to the Company. Third, the Company notes that the MOU is not an agreement upon which the business of
the Company is substantially dependent. As noted above, the MOU does not contain any enforceable rights or obligations with respect to the Company’s business upon which either the Company or EmpathBio are relying. While a definitive agreement
entered into by the Company and EmpathBio containing enforceable rights and obligations with respect to the development and/or commercialization of a combination treatment of EMP-01 and BNC210 might be an agreement upon which the Company’s
business would be substantially dependent, the MOU is not such an agreement.

 *********

 November 22, 2021

Page 4

 Any comments or questions regarding the foregoing should be directed to the undersigned at
(858) 523-3959. Thank you in advance for your cooperation in connection with this matter.

 Very truly yours,

 /s/ Michael E. Sullivan

 Michael E. Sullivan

of LATHAM & WATKINS LLP

 cc:                  Errol De
Souza, Bionomics Limited

 Nathaniel Ajiashvili, Latham & Watkins LLP

Cheston J. Larson, Latham & Watkins LLP

Benjamin K. Marsh, Goodwin Procter LLP

United States securities and exchange commission logo
November 12, 2021
Errol De Souza
Executive Chairman
Bionomics Limited/FI
200 Greenhill Road
Eastwood SA 5063
Australia
Re:Bionomics Limited/ FI
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted October 28, 2021
CIK No. 0001191070
Dear Mr. Souza:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Form F-1 filed October 28, 2021
BNC201, page 2
1.We note your revisions in response to our prior comment 2 and reissue in part.
Please include in your summary risk factors on page 4 the risk related to federal and state
regulation of your combination of BNC210 and EMP-01 as a controlled substance.
Our Portfolio, page 2
2.We note your response to prior comment 4. Please delete references to the undisclosed
programs. Since these programs are in clinical development, they should be disclosed.

 FirstName LastNameErrol De  Souza
 Comapany NameBionomics Limited/FI
 November 12, 2021 Page 2
 FirstName LastNameErrol De  Souza
Bionomics Limited/FI
November 12, 2021
Page 2
a7 Receptor PAM Program with Merck, page 3
3.We note your response to our prior comment 7 and reissue in part. Please disclose that you
will not receive any royalty payments from Merck as a result of the contingent value right
to be issued for the sole benefit of your existing shareholders. Please also explain the
extent to which you control the clinical development process, whether you have access to
information related to clinical trial results, serious adverse events and ongoing
communications with the FDA relating to these programs or the extent to which Merck
is required to provide you with this information.

Potential Advantages of BNC210 for the Treatment of Anxiety and Stressor-Related Disorders,
page 114
4.We note your response to our prior comment 16 and reissue. Dividing the previous
table into two separate tables does not resolve the implied expectation of regulatory
approval, which is still inappropriate given the early stage of BNC210's development.
Please remove the tables on page 115.
Legacy Oncology Programs, page 125
5.We note your response to our prior comment 12 and reissue in part. Please revise the
below statements to disclose your objective observations from the trials without
concluding that the product candidate was effective or had an impact on the observed
results. Any conclusions regarding efficacy are within the sole authority of the FDA. For
example, we would not object to a statement such as "In preclinical studies, BNC101 was
associated with a reduction in the frequency of cancer stem cells..."

•On page 125, "Representative molecules from each series have been observed to
reverse pharmacologically induced cognitive deficits in mouse and rat models with
equivalent activity to risperidone, an antipsychotic drug used to treat schizophrenia,
used as the positive control."
•On page 125, "In preclinical studies, BNC101 targeted and reduced the frequency of
cancer stem cells derived from primary patient colorectal tumors both in vitro and in
vivo."
6.We note your response to our prior comment 13. To the extent the product
candidate relating to your memorandum of understanding with EmpathBio is material, the
memorandum supporting the development of this product candidate is material and should
be fully described and filed as an exhibit pursuant to Item 601(b)(10) of Regulation S-K,
or provide an analysis as to why you do not believe filing is required. If you do not
consider the agreement material, please remove the collaboration from the table.
            You may contact Christie Wong at 202-551-3684 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters.  Please

 FirstName LastNameErrol De  Souza
 Comapany NameBionomics Limited/FI
 November 12, 2021 Page 3
 FirstName LastName
Errol De  Souza
Bionomics Limited/FI
November 12, 2021
Page 3
contact Jordan Nimitz at 202-551-5831 or Christopher Edwards at 202-551-6761 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Nathan Ajiashvili, Esq.

United States securities and exchange commission logo
October 8, 2021
Errol De Souza
Executive Chairman
Bionomics Limited/FI
200 Greenhill Road
Eastwood SA 5063
Australia
Re:Bionomics Limited/ FI
Draft Registration Statement on Form F-1
Submitted September 10, 2021
CIK No. 0001191070
Dear Mr. Souza:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
DRS Form F-1 filed September 10, 2021
Cover Page
1.We note your statement that the closing price of your ordinary shares on the Australian
Securities Exchange was A$           per ordinary share, equivalent to a price of US$
 per ADS. You may use the most recent home market trading price, converted to U.S.
dollars at the most recent exchange rate, assuming the U.S. IPO price will be largely based
on the home market trading price.  If you expect that the U.S. IPO price will not be
substantially the same as the home market trading price, please disclose on the cover page
of the preliminary prospectus a bona fide price range of the offered securities.

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October 8, 2021
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BNC210, page 2
2.Please revise the summary to discuss briefly the federal and state regulation of your
combination of BNC210 and EMP-01 as a controlled substance. Please also include any
related risk in your bulleted risks listed on page 4.
3.We note that you received Fast Track designation from the FDA for your PTSD program.
Please balance this with disclosure that such designation may not result in a faster
development process and does not assure approval by the FDA.
Our Portfolio, page 2
4.We note the inclusion of undisclosed product candidates relating to the treatment of pain
and cognition in your pipeline table. Given the limited amount of disclosure related to
these programs, please explain why these programs are sufficiently material to your
business to warrant inclusion in your pipeline table. If they are material, please expand
your disclosure in your Business section to provide a more fulsome discussion of these
programs, including a description of preclinical studies or development activities
conducted. Alternatively, remove any programs that are not currently material from your
pipeline table on pages 2 and 106. Please also identify the two product candidates that are
in Phase 1 development under the Merck collaboration.
Legacy Oncology Programs, page 3
5.Please quantify the amount of payments you have received to date under the license
agreement with Carina Biotech and the current stage of development of BNC101 under
the agreement.
Our Early-Stage CNS Assets, page 3
6.We note your statement that your early stage programs are at a similar stage to the stage at
which the a7 receptor PAM program was licensed under the 2014 Merck License
Agreement. Please balance this disclosure with the fact that there is no guarantee that
these programs will ever be licensed out.
a7 Receptor PAM Program with Merck, page 3
7.We note the statement that you are eligible to receive up to US$465 million in milestone
payments for achievement of certain development and commercial milestones.
Please disclose that because Merck controls the clinical development and worldwide
commercialization of any products developed from the collaboration, you cannot predict
whether or when you might achieve any milestone payments under the collaboration or
estimate the full amount of such payments, and that you may never receive any such
payments. Additionally, please disclose you will not receive any royalty payments from
Merck as a result of the contingent value right to be issued for the sole benefit of your
existing shareholders. Please also explain the extent to which you have access to

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 October 8, 2021 Page 3
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October 8, 2021
Page 3
information related to clinical trial results, serious adverse events and ongoing
communications with the FDA relating to these programs or the extent to which Merck
is required to provide you with this information.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company, page 5
8.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Dilution, page 88
9.Please revise your definition of net tangible book value to more clearly explain your
calculation of net tangible book value and per share information.
Licenses and Collaboration, page 94
10.We note your disclosure here and on page 127 that Merck is required to make tiered
royalty payments on a product-by-product and country-by-country basis, ranging from
mid single-digit to low double-digit percentage royalty rates. Please refine your disclosure
to provide a more exact description of the high end of the range (e.g., low teens) to ensure
that you have described the royalty rate within a ten percentage point range.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 98
11.Please revise your discussion of other income on page 99 to quantify the impact for each
of the factors you cited for the change in the amounts between the years ended June 30,
2020 and June 30, 2021.
Business
Overview, page 106
12.You make several assertions regarding the safety and efficacy of your product candidates.
Safety and efficacy determinations are solely within the authority of the FDA (or
applicable foreign regulator). You may present clinical trial end points and objective data
resulting from trials without concluding efficacy and you may state that your product
candidates have been well tolerated, if accurate. Please revise or remove
statements/inferences throughout your prospectus that your product candidates are safe
and/or effective. As a non-exhaustive list of illustrative examples only, we note the
following:

•On page 107, you state "BNC210 has...demonstrated anti-anxiety and antidepressant
effects..."

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 Comapany NameBionomics Limited/FI
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 FirstName LastName
Errol De  Souza
Bionomics Limited/FI
October 8, 2021
Page 4
•On page 107, you refer to an extensive safety database.
•On page 107, you state "[W]e have observed three key anxiety-reducing features
associated with BNC210:ostatistically significant reductions in hyperactivity in the amygdala, the region of
the brain responsible for emotional control, when exposed
to fear-inducing triggers;
oin a head-to-head study, showed a statistically significant reduction in the
intensity of defensive behavior, while lorazepam, a widely
prescribed benzodiazepine did not; and
oa statistically significant reduction in the intensity and total number of panic
symptoms as well as more rapid recovery from the panic state
relative to placebo
•On page 107, you state "a target blood exposure predicted to show clinically
meaningful benefit for patients suffering from PTSD."
•On page 109, you reference "favorable safety data" when discussing BNC210.
•On page 114, you state BNC210 has the potential for "similar clinical efficacy
without many of the limiting side effects observed with benzodiazepines, SSRIs and
SNRIs."
•On page 125, you state "Representative molecules from each series have been
observed to reverse pharmacologically induced cognitive deficits in mouse and rat
models with equivalent efficacy to risperidone, an antipsychotic drug used to treat
schizophrenia, used as the positive control."
•On page 125, you state "Preclinical studies showed BNC101 was able to target and
reduce the frequency of cancer stem cells derived from primary patient colorectal
tumors both in vitro and in vivo."
Legacy Oncology Program, page 108
13.We note that you have a license agreement with Carina Biotech and a collaboration
agreement with EmpathBio. Please provide the license and collaboration agreements
as exhibits, and please revise the descriptions of these agreements to disclose:

•each parties' rights and obligations under the agreement;
•quantify all payment made to date;
•disclose separately the aggregate amount of all potential development, regulatory and
commercial milestone payments;
•disclose the amount of option fees for additional targets;
•quantify the royalty rate, or a range no greater than 10 percentage points per tier;
•disclose when royalty provisions expire, if the expiration is based on a number of
years following commercialization, disclose the number of years;
•disclose the expiration date; and
•describe any termination provisions.

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Bionomics Limited/FI
October 8, 2021
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Our Strategy, page 109
14.We note your disclosure here and throughout your prospectus regarding your goal of
developing and commercializing "novel, first-in-class" treatments. Please remove
references to "first-in-class" as this statement implies an expectation of regulatory
approval and is inappropriate given the length of time and uncertainty with respect to
securing marketing approval. If your intention is to convey your belief that your platform
or your programs utilize a novel technology or approach, you may discuss how your
technology differs from technology used by competitors or that you are not aware of
competing products that are further along in the development process. Statements such as
these should be accompanied by cautionary language that the statements are not intended
to give any indication that your technology or any potential product candidates have been
proven effective or will receive regulatory approval.
15.We note your disclosure here and in the Summary that your strategy is to
"rapidly progress" clinical development for your BNC210 product. Please revise these
statements and any similar disclosure to remove any implication that you will be
successful in commercializing your product candidates in a rapid or accelerated manner as
such statements are speculative.
Potential Advantages of BNC210 for the Treatment of Anxiety and Stressor-Related Disorders,
page 114
16.Please remove the table on page 115 regarding BNC210 vs. current therapies. The
table implies an expectation of regulatory approval and is inappropriate given the early
stage of development of BNC210.
Clinical Development of BNC210, page 115
17.Please revise your graphics throughout pages 119-122 so that they are large enough to be
legible for investors.
18.Please provide p-values for the results of your trials or explain why you are unable to
provide such values. At first use, please provide a brief explanation of the disclosed p-
value and how it is used to measure statistical significance.
Intellectual Property, page 128
19.We note your statements that you have patented 1) two series of small molecule inhibitors
with functional selectivity for Nav1.7 and Nav1.8 voltage gated sodium channels for the
treatment of chronic pain and 2) two series of small molecule Kv3.1/3.2 potassium
channel activators for the potential treatment of cognitive deficits and negative symptoms
in schizophrenia and for the treatment of autism spectrum disorders. Please expand your
Intellectual Property section to include descriptions of these patents.

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 October 8, 2021 Page 6
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October 8, 2021
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Principal Shareholders, page 162
20.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or dispositive power with respect to the common stock held by BVF
Partners L.P. and Apeiron Investment Group Ltd.
Consolidated Financial Statements , page F-3
21.You disclose in Note 2(ii) that all amounts in the financial statements are presented in
Australian dollars.  Please state the currency on the face of the financial statements as you
have done elsewhere in the filing and as required under Rule 3-20 of Regulation S-X.
Notes to the Financial Statements
Note 2: Summary of Significant Accounting Policies
(iii) Application of New and Revised Accounting Standards , page F-9
22.You stated on page 6 that you are an Emerging Growth Company ("EGC") and elected to
take advantage of an extended transition period for complying with new or revised
accounting standard. We further note you adopted all the new and revised Standards and
Interpretations issued by the IASB and effective for an accounting period that begins on or
after July 2020. However, the EGC accounting deferral is not applicable to IFRS filers.
Refer to the cover page of Form F-1, and please revise accordingly.
            You may contact Christie Wong at 202-551-3684 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jordan Nimitz at 202-551-6001 or Christopher Edwards at 202-551-6761 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Nathan Ajiashvili, Esq.