UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of December 2021

Commission File Number: 001-41157

BIONOMICS LIMITED

(Exact Name of Registrant as Specified in Its Charter)

200 Greenhill Road

Eastwood SA 5063

Australia

Tel: +618 8150 7400

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F    ☒                Form 40-F    ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On December 31, 2021, Bionomics Limited (the “Company”) lodged a press release with the Australian Securities Exchange (the “ASX”), as required by the laws and regulations of Australia, announcing the resignation of Mitchell Kaye as a non-executive director of the Company, effective December 31, 2021. The press release is furnished herewith as Exhibit 99.1 to this report on Form 6-K.

On December 31, 2021, in connection with Mitchell Kaye’s resignation described above, the Company lodged a Final Director’s Interest Notice on Appendix 3Z with the ASX, as required by the laws and regulations of Australia, disclosing the interest of Mr. Kaye in securities and contracts of the Company. The Final Director’s Interest Notice is furnished herewith as Exhibit 99.2 to this report on Form 6-K.

Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

ABN 53 075 582 740

ASX ANNOUNCEMENT

31 December 2021

Resignation of Director

Bionomics Limited (Bionomics or Company), a clinical-stage biopharmaceutical company, announced today the resignation of Mr Mitchell Kaye as a Non-Executive Director of the Board of Bionomics Limited effective 31 December 2021.

Mr Kaye resigns under the terms of the agreement through which he was appointed in November 2018, as nominee of BVF Partners L.P (BVF Nominee) under the Placement Agreement (Agreement) dated 9 November 2018.

The Board would like to thank Mr Kaye for his dedication and service and wishes him well for the future.

Released on authority of the Executive Chairman.

FOR FURTHER INFORMATION PLEASE CONTACT:

About Bionomics Limited

Bionomics (ASX:BNO; Nasdaq:BNOX; OTCQB:BNOEF) is a clinical-stage biopharmaceutical developing novel, allosteric ion channel modulators designed to transform the lives of patients suffering from serious central nervous system disorders with high unmet medical need. Bionomics is advancing its lead product candidate, BNC210, an oral, proprietary, selective negative allosteric modulator of the a7 nicotinic acetylcholine receptor, for the acute treatment of Social Anxiety Disorder and chronic treatment of Post-Traumatic Stress Disorder. Beyond BNC210, Bionomics has a strategic partnership with Merck & Co., Inc. (known as MSD outside the United States and Canada) with two drugs in early-stage clinical trials for the treatment of cognitive deficits in Alzheimer’s disease and other central nervous system conditions.

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Bionomics Limited | 200 Greenhill Road, Eastwood, South Australia, +61 8 8150 7400, ABN: 53 075 582 740

Exhibit 99.2

Appendix 3Z

Final Director’s Interest Notice

Rule 3.19A.3

Appendix 3Z

Final Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

We (the entity) give ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Corporations Act.

Part 1 – Director’s relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Appendix 3Z

Final Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Part 3 – Director’s interests in contracts