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| CUSIP No. 09063M205 |
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13D |
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Page 6 of 8 pages |
Explanatory Note
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the statement on Schedule 13D filed
with the United States Securities and Exchange Commission (the “SEC”) on December 30, 2021, as amended to date (the “Schedule 13D”), relating to the ordinary shares, no par value per share (the “Ordinary Shares”),
of Bionomics Limited, an Australian public company limited by shares (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
| Item 5. |
Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) – (b)
The following sets forth, as of
the date of this Schedule 13D, the aggregate number of Ordinary Shares and percentage of Ordinary Shares beneficially owned by each of the Reporting Persons, as well as the number of Ordinary Shares as to which each Reporting Person has the sole
power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 3,117,662,864
Ordinary Shares outstanding as of September 17, 2024 as reported by the Issuer on its Annual Report on Form 10-K filed on September 30, 2024.
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| Reporting Person |
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Amount
beneficially
owned |
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Percent
of class |
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Sole power
to vote or
to direct
the vote |
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Shared power
to vote or to
direct the vote |
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Sole power
to dispose
or to direct
the
disposition |
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Shared power
to dispose or
to direct the
disposition |
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| Apeiron Investment Group, Ltd. |
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276,490,501 |
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8.9 |
% |
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0 |
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276,490,501 |
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0 |
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276,490,501 |
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| Apeiron Presight Capital Fund II, L.P. |
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93,369,060 |
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3.0 |
% |
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0 |
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93,369,060 |
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0 |
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93,369,060 |
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| Presight Capital Management I, L.L.C. |
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93,369,060 |
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3.0 |
% |
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0 |
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93,369,060 |
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0 |
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93,369,060 |
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| Fabian Hansen |
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93,369,060 |
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3.0 |
% |
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0 |
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93,369,060 |
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0 |
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93,369,060 |
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| Christian Angermayer |
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276,490,501 |
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8.9 |
% |
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0 |
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276,490,501 |
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0 |
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276,490,501 |
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Presight II is the record holder of 518,717 ADSs representing 93,369,060 Ordinary Shares. Apeiron and Fabian
Hansen are the managing members of Presight Management, which is the general partner of Presight II. As a result, each of Apeiron, Mr. Hansen and Presight Management may be deemed to share beneficial ownership of the securities held by Presight
II.
In addition, Apeiron is the record holder of 146,279 ADSs (representing 26,330,220 Ordinary Shares) and 156,791,221 Ordinary Shares.
Christian Angermayer is the majority shareholder of Apeiron and may be deemed to share beneficial ownership of the securities beneficially owned by Apeiron.