Recapitalisation Led by Sophisticated Life Sciences Investor - Apeiron Investment Group Ltd

Bionomics Limited (ASX: BNO, OTCQB:BNOEF) (Bionomics or Company), a clinical stage biopharmaceutical company, today announced that it has entered into a Subscription Agreement, with Apeiron Investment Group Ltd (Apeiron), the family office of entrepreneur and founder Christian Angermayer with a strong focus, amongst others, on life sciences, to recapitalise the Company and to assist in securing further equity capital (Subscription Agreement).

Apeiron has made significant investments in several European and U.S. based biotech companies over the last few years, with a special focus on the development of novel treatments for various mental health disorders like treatment-resistant depression, anxiety and Post Traumatic Stress Disorder (PTSD), all diseases with a high unmet medical need.

Under the Subscription Agreement, Apeiron agrees to subscribe or procure subscriptions² of 135,833,000 Shares at an issue price of A$0.04 per Share to raise A$5,433,320 (to proceed in two tranches of 81,500,000 and 54,333,000 shares, the second being subject to shareholder approval). Apeiron also agrees to underwrite further capital raisings by Bionomics within a fifteen-month-period from the Extraordinary General Meeting of Shareholders (EGM) to be convened, with the effect that Bionomics will raise up to A$15,000,000 at a minimum issue price of A$0.06 per Share [subject to Foreign Investment Review Board (FIRB) and shareholder approvals].

As part of the subscription process with Apeiron, and after completion of the second tranche, an entitlement offer will be launched in favour of eligible shareholders (including eligible retail shareholders) providing the opportunity to purchase in pro rata up to 54,333,000 shares at A$0.04 per Share and hence at the same price as the Apeiron subscriptions across the two tranches (subject to shareholder approvals and completion of the second tranche).

If shareholder and FIRB approvals are received, the Company expects to raise approximately A$20.4-A$22 million in aggregate across several tranches (exact amount depending on take up under the entitlement offer), which would ensure that the Company has significant funds to progress Phase 2 clinical trials for the treatment of PTSD and other anxiety and stress-related disorders for its lead compound, BNC210, which recently received Fast Track Designation from the U.S. Food and Drug Administration (FDA) for the treatment of PTSD.

Upon satisfaction of Aperion’s underwriting obligations, and subject to the Company raising the additional A$15,000,000, Apeiron will be granted 150,000,000 Warrants. Every one Warrant grants Apeiron the right to be issued one further Share in Bionomics at an exercise price of A$0.06. If all Warrants are issued and exercised, Bionomics will receive a further A$9,000,000 in the period 15 to 36 months after the EGM.

Bionomics’ Executive Chairman Dr Errol De Souza said "We are pleased to have secured the support of a world-class and like-minded life science investor of the quality of Apeiron. I have no doubt that their expertise in investing in mental health companies will make a significant contribution to Bionomics as we continue to progress BNC210 for the treatment of PTSD and other anxiety and stress-related disorders. The funding will ensure that we can initiate our second Phase 2b clinical trial in PTSD, which the Board believes will provide shareholders the best prospects to realise value in the Company. In the meantime, we will continue to actively pursue monetisation and potential licensing of all our assets in order to secure non-dilutive funding and maximise shareholder value.”

Apeiron founder Mr Christian Angermayer said "PTSD and other mental health disorders are enormous burdens for those that live with them. Around 8% of people will develop PTSD at some point in their lives, and up to 30% will meet the diagnostic criteria for an anxiety disorder. In short, the unmet need is massive with hundreds of millions of people suffering from those diseases. Through Apeiron, I support numerous promising drug candidates, for example the psychedelics being developed by my biotech platform ATAI Life Sciences. However, it is important to remember that there is no such thing as a "one-size-fits-all” drug – we need to think broadly and creatively. That is why I am enthusiastically supporting Bionomics as a value-add shareholder. Bionomics’ lead drug BNC210 has already received Fast Track Designation from the FDA and I am confident of the strong potential of the upcoming Phase 2 PTSD trial to drive value for both patients and shareholders.”

Further details of the agreement can be found in this ASX announcement: https://www.asx.com.au/asxpdf/20200602/pdf/44j9rhvc7v3zr3.pdf

AUTHORISED BY THE BOARD

About Bionomics Limited

Bionomics (ASX: BNO) is a global, clinical stage biopharmaceutical company leveraging its proprietary platform technologies to discover and develop a deep pipeline of best in class, novel drug candidates. Bionomics’ lead drug candidate BNC210 is a novel, proprietary negative allosteric modulator of the alpha-7 (a7) nicotinic acetylcholine receptor. Beyond BNC210, Bionomics has a strategic partnership with MSD (known as Merck & Co in the US and Canada) and a pipeline of pre-clinical ion channel programs targeting pain, depression, cognition and epilepsy.

www.bionomics.com.au

Factors Affecting Future Performance

This announcement contains "forward-looking" statements within the meaning of the United States’ Private Securities Litigation Reform Act of 1995. Any statements contained in this announcement that relate to prospective events or developments, including, without limitation, statements made regarding Bionomics’ drug candidates (including BNC210), its licensing agreements with MSD and any milestone or royalty payments thereunder, drug discovery programs, ongoing and future clinical trials, and timing of the receipt of clinical data for our drug candidates 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 unexpected safety or efficacy data, unexpected side effects observed in clinical trials, risks related to our available funds or existing funding arrangements, our failure to introduce new drug candidates or platform technologies or obtain regulatory approvals in a timely manner or at all, regulatory changes, inability to protect our intellectual property, risks related to our international operations, our inability to integrate acquired businesses and technologies into our existing business and to our competitive advantage, as well as other factors. Results of studies performed on our drug candidates and competitors’ drugs and drug candidates may vary from those reported when tested in different settings.

¹ All references in this release to "A$” are to Australian dollars
² Apeiron may procure other persons to subscribe for part of its subscription obligation with Bionomics’ prior consent. References in this announcement to Apeiron subscriptions or shareholdings include subscriptions by and shareholdings of such persons.

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