Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-251647
PROSPECTUS
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ALTERITY
THERAPEUTICS LIMITED
52,951,716
Ordinary Shares represented by
882,528
American Depositary Shares
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This
prospectus relates to the resale, from time to time, by the selling shareholder named in this prospectus, or the Selling Shareholder,
of up to 52,951,716 ordinary shares represented by 882,528 American Depositary Shares, or ADSs, of Alterity Therapeutics Ltd.,
or Alterity. The Selling Shareholder acquired these securities from us in a private placement to institutional accredited investors
on November 24, 2020.
Our ADSs trade on the Nasdaq Capital Market
under the symbol “ATHE”. On January 5, 2021, the last reported sale price of our ADSs on the Nasdaq Capital Market
was $1.46 per ADS. The Selling Shareholder may offer and sell any of the ADSs from time to time at fixed prices, at market prices
or at negotiated prices, and may engage a broker, dealer or underwriter to sell the shares. For additional information on the possible
methods of sale that may be used by the Selling Shareholder, you should refer to the section entitled “Plan of Distribution”
elsewhere in this prospectus. We will not receive any proceeds from the sale of any ADSs by the Selling Shareholder. We do not
know when or in what amount the Selling Shareholder may offer the ADSs for sale. The Selling Shareholder may sell any, all or none
of the ordinary shares or ADSs offered by this prospectus.
INVESTING
IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 3 AND UNDER SIMILAR
HEADINGS IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY.
NEITHER
THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES
OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this prospectus is January 6, 2021.
TABLE
OF CONTENTS
You
should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other
person to provide you with different information. If anyone provides you with different or inconsistent information, you should
not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this
prospectus. Our business, financial condition, results of operation and prospects may have changed since that date.
In
this prospectus, the terms “we,” “us,” “Alterity” and “our” mean Alterity Therapeutics
Limited and its subsidiaries, unless otherwise indicated.
All
references to “U.S. dollars” or “US$” in this prospectus are to U.S. dollars, and all references to “Australian
dollars” or “A$” are to the currency of Australia.
SPECIAL
NOTE ON FORWARD-LOOKING STATEMENTS
This
prospectus, including the information incorporated by reference into this prospectus, contains, and any prospectus supplement
may contain, forward-looking statements within the meaning of the federal securities laws. The use of the words “projects,”
“expects,” “may,” “plans” or “intends,” or words of similar import, identifies
a statement as “forward-looking.” The forward-looking statements included herein are based on current expectations
that involve a number of risks and uncertainties, including our ability to among other things: (i) predict the success, cost and
timing of our product development activities and clinical trials, including statements regarding the timing of initiation and
completion of preclinical studies, and related preparatory work, and the timing of the availability of the results of these studies;
(ii) obtain funding for our operations, including funding necessary to complete further development of our drug candidates for
the treatment of neurodegenerative diseases, and if successful, commercialization of these candidates as drug or non-drug products;
(iii) obtain regulatory approvals for our product candidates; (iv) obtain and maintain intellectual property protection for our
product candidates; or (v) predict effects of various events on our future operating results is inherently uncertain. Therefore,
we caution you to consider carefully the matters described under the caption “Risk Factors” and certain other matters
discussed in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in the accompanying
prospectus, and other publicly available sources. Such factors and many other factors beyond the control of our management
could cause our actual results, performance or achievements to be materially different from any future results, performance or
achievements that may be expressed or implied by the forward-looking statements.
In
light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information
should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. Factors that
could cause actual results to differ from our expectations or projections include the risks and uncertainties relating to our
business described or incorporated by reference in this prospectus. We caution you to carefully consider these risks and not to
place undue reliance on our forward-looking statements. Except as required by applicable law, including the securities laws of
the United States, we do not intend to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, and we assume no responsibility for updating any forward-looking statements.
PROSPECTUS
SUMMARY
You
should read the following summary together with the more detailed information about us, the ADSs that may be sold from time to
time, and our financial statements and the notes to them, all of which appear elsewhere in this prospectus or in the documents
incorporated by reference in this prospectus.
We
were incorporated under the laws of the Commonwealth of Australia on November 11, 1997 under the name Prana Biotechnology Limited
and began limited operations shortly thereafter. We changed our name to Alterity Therapeutics Limited on April 8, 2019. Our mission
is to develop therapeutic drugs designed to treat the underlying causes of degeneration of the brain as the aging process progresses.
While we historically focused on drugs targeting Alzheimer’s disease and Huntington disease, we are currently concentrating
our efforts on drugs targeting Parkinsonian and other movement disorders. Other potential applications for our proprietary compounds
include the treatment or amelioration of neurodegenerative disorders such as tauopathies, Motor Neuron disease, Creutzfeldt-Jakob
disease (the human variant of Mad Cow disease), certain cancers, age-related macular degeneration, or antibiotic resistance.
ATH434
(formerly PBT434), Alterity’s leading drug candidate, has received orphan drug designation for Multiple System Atrophy,
or MSA, in the U.S. and EU, conferring 7 and 10 years of market exclusivity respectively in addition to other benefits. MSA is
a rare and rapidly progressive neurological disorder affecting adults. It has not known cause. In addition to presenting with
motor symptoms like those in Parkinson’s disease, individuals with MSA may also experience loss of ability to co-ordinate
voluntary movements and impaired ability to maintain normal blood pressure, bowel function and bladder control. Most of these
symptoms are not addressed by available drugs for patients with Parkinson’s disease. As the condition progresses, daily
activities become increasingly difficult and complications such as increased difficulty swallowing, vocal cord paralysis, progressive
immobility, and poor balance become more prominent. Symptoms tend to appear after age 50 and rapidly advance, leading to profound
disability. Preclinical studies showed that ATH434 reduced the pathological markers of MSA and a related disorder, Parkinson’s
disease. They also demonstrated improved function and a neuroprotective benefit, with potential to modify the progression of these
diseases. Phase 1 trials indicated that ATH434 had a favourable safety and pharmacokinetic profile, achieving drug concentrations
at the site of action that met or exceeded those associated with efficacy in animal models of Parkinson’s disease and MSA.
No assurance can be given that ATH434 will succeed.
Recent
Private Placement and this Offering
On
October 15, 2020, we received binding commitments for a capital raising of A$35 million via a two tranche private placement to
Australian and International institutions and other unrelated sophisticated, professional or exempt investors. The placement was
fully subscribed and was conducted at $0.037 per share, representing a discount of 25.7% to the 30-day VWAP and 24.8% discount
to the 15 day VWAP prior to the initiation of the private placement. For every share allocated in tranche two of the placement,
one option was issued. The options have an exercise price of A$0.07 per share and will expire three years after issuance.
Tranche
One of the Placement raised A$10 million in accordance with the Company’s available placement capacity pursuant to ASX Listing
Rules 7.1 (162,750,604 shares) and 7.1A (108,500,403 shares), being a total of 271,251,007 shares. Tranche Two raised A$25 million
(674,694,939 shares and one (1) for one (1) free attaching options), after receipt of shareholder approval at the Annual General
Meeting held on November 18, 2020. This prospectus relates solely to the ordinary shares that were sold and the ordinary shares
issuable upon exercise of the options issued in the second tranche of a private placement to institutional accredited investors
conducted in the U.S pursuant to an exemption from registration under the Securities Act of 1933, as amended.
The
proceeds from these private placements will enable us to progress our clinical development program for ATH434 including,
a Natural History study and a Phase 2 trial, both in MSA patients, ongoing research and discovery, and working capital. ATH434
is in development for MSA, its first disease target.
Corporate
Information
Our
registered office is located at Level 3, 62 Lygon Street, Carlton, Victoria, 3053, Australia and our telephone number is 011-61-3-9824-5254.
Our principal executive office is located at Level 3, 460 Bourke Street, Melbourne, VIC 3000, Australia and our telephone number
is 011-61-3-9349-4906. Our address on the internet is www.alteritytherapeutics.com. The information in our website is not incorporated
by reference into this prospectus and should not be considered as part of this prospectus.
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Ordinary
shares offered by the Selling Shareholder
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52,951,716 ordinary shares (including 27,373,338 ordinary shares
issuable upon the exercise of options).
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NASDAQ
Capital Market symbol
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“ATHE”
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Use
of proceeds
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We
will not receive any proceeds from the sale of the ordinary shares offered hereby except that we may receive up to A$1,916,133
upon exercise of the options issued to the Selling Shareholder.
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Ordinary
shares outstanding as of December 31, 2020
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2,030,949,978
ordinary shares
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Risk
factors
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Prospective
investors should carefully consider the Risk Factors beginning on Page 3 and under similar headings in the other documents
that are incorporated by reference into this prospectus for a discussion of certain factors that should be considered before
buying the ordinary shares offered hereby.
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RISK
FACTORS
An
investment in our securities is speculative and involves a high degree of risk. You should consider carefully the risks
described below, described under the heading “Risk Factors” in our Annual Report on Form 20-F for the
fiscal year ended June 30, 2020 and described under similar headings in the other documents we incorporate by reference herein,
together with all other information in this prospectus, any prospectus supplement and any free writing prospectus that we have
authorized for use and the other information and documents incorporated by reference herein and therein before you make a decision
to invest in the ADSs. If any of the identified events actually occur, our business, operating results, prospects or financial
condition could be materially and adversely affected. This could cause the trading price of the ADSs to decline and you may lose
all or part of your investment. The risks described below or incorporated by reference are not the only ones that we face. Additional
risks not presently known to us or that we currently deem immaterial may also affect our business operations. This prospectus
and statements that we may make from time to time may contain forward-looking information. There can be no assurance that actual
results will not differ materially from our expectations, statements or projections.
Risks
Relating to the Offering
We
will need substantial additional funding to complete our clinical trials and to operate our business; such funding may not be
available or, if it is available, such financing is likely to substantially dilute our existing shareholders.
We
will need to secure additional financing in order to continue to meet our longer-term business objectives, including advancement
of our research and development programs and we may also require additional funds to pursue regulatory clearances, defend our
intellectual property rights, establish commercial scale manufacturing facilities, develop marketing and sales capabilities and
fund operating expenses. We intend to seek such additional funding through public or private financings and/or through licensing
of our assets or strategic alliances or other arrangements with corporate partners.
Our
actual cash requirements may vary materially from those now planned and will depend upon numerous factors, including:
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the
continued progress of our research and development programs;
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the
timing, scope, results and costs of nonclinical studies and clinical trials;
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the
cost, timing and outcome of regulatory submissions and approvals;
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determinations
as to the commercial potential of our product candidates;
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our
ability to successfully expand our contract manufacturing services;
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our
ability to establish and maintain collaborative arrangements; and
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the
status and timing of competitive developments.
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If
we fail to generate revenue and eventually become and remain profitable, or if we are unable to fund our continuing losses, our
shareholders could lose all or part of their investments.
Until
we can generate a sufficient amount of product revenue to finance our cash requirements, which we may never achieve, we expect
to finance our cash needs primarily through public or private equity offerings, debt financings or through strategic alliances.
We
cannot be certain that additional funding will be available on acceptable terms or at all. If we are not able to secure additional
funding when needed, we may have to delay, reduce the scope of, or eliminate one or more of our clinical trials, collaborative
research or development programs or future commercialization initiatives. In addition, any additional funding that we do obtain
will dilute the ownership held by our existing security holders. The amount of this dilution may be substantially increased if
the trading price of our shares are lower at the time of any financing. Regardless, the economic dilution to shareholders will
be significant if our stock price does not increase significantly, or if the effective price of any sale is below the price paid
by a particular shareholder. Any debt financing could involve substantial restrictions on activities and creditors could seek
a pledge of some or all of our assets. We have not identified potential sources for the additional financing that we will require,
and we do not have commitments from any third parties to provide any future financing. If we fail to obtain additional funding
as needed, we may be forced to cease or scale back operations, and our results, financial condition and stock price would be adversely
affected.
We
expect that the COVID-19 pandemic will have general economic consequences that will impact our company.
In
December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak
was largely concentrated in China and caused significant disruptions to its economy, it has now spread globally.
The
jurisdictions in which we conduct our business have imposed mandates and regulations or suggested measures to counter the spread
of the COVID-19 virus and control the level of the pandemic within its population and the economic activities of their respective
economies. These collectively have changed over the course of the pandemic and are expected to continue to evolve in response
to the changing nature of the pandemic and the population and economic response to the virus and the many different measures prompted
by the pandemic. We have been affected in a number of ways, such as the way in which we operate our headquarters operations, our
interaction with our scientists and their activities, and planning for and carrying out clinical trials, all of which have experienced
some short-term disruption and may suffer long-term changes in the way we will do business. Actions such as government lock downs
have slowed or, in some cases, temporarily stopped research and development activities and clinical trials. Various safety protocols
for personal interactions may hamper research and development activities.
In
addition to the government mandates for controlling the many different health and economic effects of the COVID-19 virus and pandemic,
individual institutions with which we work, such as hospitals, laboratories and educational institutions have taken actions that
will disrupt the progress of our business plans for the Company and our individual subsidiaries. Most educational institutions
and many laboratories curtailed or limited access to their facilities in the first half of the 2020 year and are still working
out how they will operate going forward; we are expecting that going forward there will be strict limitations on access to these
institutions and facilities for our researchers and research partners. Overall, changes in the way our development activities
can be conducted will result in delays in our conducting research activities, carrying out clinical trials and making regulatory
submissions. The financial effect will be that our development expenses will increase and we will have to obtain additional capital
funding. Any required additional equity funding will be dilutive to the equity of our investors and debt financing will have restrictive
covenants that could adversely affect our business plans and operational objectives. Any further funding that we may need may
not be available or even if available it may not be on terms that are acceptable to us.
USE
OF PROCEEDS
We
will not receive the proceeds from the resale of the ADSs by the Selling Shareholder, except that we may receive up to A$1,916,133
upon exercise of the options issued to the Selling Shareholder.
CAPITALIZATION
The
following table sets forth our capitalization and indebtedness as of June 30, 2020 as derived from our audited financial statements,
which are prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards
Board. The information in this table should be read in conjunction with the financial statements and notes thereto and other financial
information incorporated by reference into this prospectus and any prospectus supplement.
The
table below presents our capitalization on an actual basis, and on an as-adjusted basis to give effect to our sale of
47,646,000 shares at A$0.033 (A$1.97 per ADS) pursuant to the at-the-market (ATM) facility on 1 July 2020, 271,251,007 shares
at A$0.037 (A$2.22 per ADS) in a private placement that closed on October 22, 2020 and the issuance of 674,694,939 shares at A$0.037
(A$2.22 per ADS). The table below, however does not give effect to (i) 674,694,939 options having an exercise price of $A0.07
per share (A$4.20 per ADS) and the ordinary shares issuable upon exercise of such options issued as part of the private placement
that closed on November 24, 2020,(ii) the issuance of 70,550,000 ordinary shares upon the exercise of outstanding options having
exercise prices ranging from A$0.07 to A$0.11 per share, or (iii) up to $50 million of ADSs pursuant to our at-the-market facility.
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As of June 30, 2020
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Actual
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As Adjusted
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Ordinary Shares, no par value, 1,037,358,032 shares issued and outstanding and 2,030,949,978 shares issued and outstanding, as adjusted
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Issued capital
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160,703,754
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195,115,552
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Reserves
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866,121
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866,121
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(1)
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Accumulated losses
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(154,418,671
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(154,418,671
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Total shareholders’ equity
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7,150,814
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18,050,951
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(1)
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Does
not include the issuance of 49,000,000 of the 70,550,000 outstanding options as of December 31, 2020.
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PRINCIPAL
TRADING MARKETS
Our
ordinary shares have traded on the Australian Securities Exchange, or ASX, since our initial public offering in March 2000 and
now trade under the symbol “ATH.” Our ADSs have traded on the Nasdaq Capital Market since September 2002 and now trade
under the symbol “ATHE.” Prior to April 12, 2019, our ordinary shares traded under the symbol “PBT” and
prior to April 9, 2019, our ADSs traded under the symbol “PRAN.” Each ADS represents 60 ordinary shares.
Historical
information on the trading prices for our ordinary shares can be found on the website of the ASX (www.asx.com.au) and for our
ADSs on the website of Nasdaq (www.nasdaq.com).
SELLING
SHAREHOLDER
The
table below lists the Selling Shareholder and other information regarding the beneficial ownership of our ordinary shares (including
ordinary shares represented by ADSs) by the Selling Shareholder as of December 31, 2020.
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Ordinary
Shares Beneficially
Owned prior to the
Offering(2)
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Maximum Number of
Ordinary Shares to
Be Sold pursuant to
this Prospectus
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Ordinary
Shares Beneficially
Owned after the
Offering(2)(4)
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Name of Selling Shareholder and Address(1)
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Number
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Percentage(3)
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Number
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Percentage
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Number
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Percentage(4)
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Lind Global Macro Fund, LP(5)
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52,951,716
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(6)
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*
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%
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52,951,716
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(6)
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*
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%
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-
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-
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(1)
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Unless
otherwise indicated, this table is based on information supplied to us by the Selling Shareholder and our records. Each ADS
represents 60 ordinary shares.
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(2)
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Beneficial
ownership is determined in accordance with Section 13(d) of the Exchange Act and generally includes voting and investment
power with respect to securities and including any securities that grant the selling shareholder the right to acquire our
ordinary shares within 60 days of the date of this prospectus.
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(3)
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Applicable
percentage of ownership is based on 2,030,949,978 ordinary shares (including ordinary shares represented by ADSs) outstanding
as of December 31, 2020.
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(4)
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Assumes
that each Selling Shareholder disposes of all of the ordinary shares covered by this prospectus (and does not acquire beneficial
ownership of any additional ordinary shares (including ordinary shares represented by ADSs). The registration of these ordinary
shares represented by ADSs does not necessarily mean, however, that the Selling Shareholder will sell all or any portion of
the securities covered by this prospectus.
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(5)
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Lind
Global Partners LLC, the general manager of Lind Global Macro Fund, LP, has discretionary authority to vote and dispose of
the shares held by Lind Global Macro Fund, LP and may be deemed to be the beneficial owner of these shares. Mr. Jeff Easton,
in his capacity as Managing Member of Lind Global Partners LLC, may also be deemed to have investment discretion and voting
power over the shares held by Lind Global Macro Fund, LP and Mr. Easton each disclaim any beneficial ownership of these shares.
The address of Lind Global Partners LLC is 444 Madison Avenue, 41st Floor, New York, New York, 10022.
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(6)
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Includes
27,373,338 ordinary shares issuable upon the exercise of options.
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PRIVATE
PLACEMENT OF ORDINARY SHARES
On
October 15, 2020, we received binding commitments for a capital raising of A$35 million via a two tranche private placement to
Australian and International institutions and other unrelated sophisticated, professional or exempt investors. The placement was
fully subscribed and was conducted at $0.037 per share, representing a discount of 25.7% to the 30-day VWAP and 24.8% discount
to the 15 day VWAP prior to the initiation of the private placement. For every share allocated in tranche two of the placement,
one option was issued. The options have an exercise price of A$0.07 per share and will expire three years after issuance.
Tranche
One of the Placement raised A$10 million in accordance with the Company’s available placement capacity pursuant to ASX Listing
Rules 7.1 (162,750,604 shares) and 7.1A (108,500,403 shares), being a total of 271,251,007 shares. Tranche Two raised A$25 million
(674,694,939 shares and one (1) for one (1) free attaching options), after receipt of shareholder approval at the Annual General
Meeting held on November 18, 2020. This prospectus relates solely to the ordinary shares that were sold and the ordinary shares
issuable upon exercise of the options issued in the second tranche of a private placement to institutional accredited investors
conducted in the U.S pursuant to an exemption from registration under the Securities Act of 1933, as amended.
PLAN
OF DISTRIBUTION
The
Selling Shareholder and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of its
ordinary shares represented by ADSs covered by this prospectus on the Nasdaq Capital Market or any other stock exchange, market
or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices.
The
Selling Shareholder may use any one or more of the following methods when selling securities:
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ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block
trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
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an
exchange distribution in accordance with the rules of the applicable exchange;
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privately
negotiated transactions;
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settlement
of short sales;
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in
transactions through broker-dealers that agree with the Selling Shareholder to sell a specified number of such securities
at a stipulated price per security;
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through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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a
combination of any such methods of sale; or
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any
other method permitted pursuant to applicable law.
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The
Selling Shareholder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act,
if available, rather than under this prospectus.
Broker-dealers
engaged by the Selling Shareholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Shareholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with FINRA IM-2440.
In
connection with the sale of the securities or interests therein, the Selling Shareholder may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging
the positions they assume. The Selling Shareholder may also sell securities short and deliver these securities to close out their
short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholder
may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative
securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus,
which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction).
The
Selling Shareholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Shareholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the securities.
We
required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify
the Selling Shareholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling
Shareholder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without
the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act
or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under
the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed
brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered
hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not
simultaneously engage in market making activities with respect to the ADSs for the applicable restricted period, as defined in
Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholder will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of
purchases and sales of the ADSs by the Selling Shareholder or any other person. We will make copies of this prospectus available
to the Selling Shareholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior
to the time of the sale (including by compliance with Rule 172 under the Securities Act).
DESCRIPTION
OF OUR SHARE CAPITAL
The
concept of authorized share capital no longer exists in Australia and as a result, our authorized share capital is unlimited.
All our outstanding ordinary shares are validly issued, fully paid and non-assessable. The rights attached to our ordinary shares
are as follows:
Dividend
rights. If our board of directors recommends a dividend, registered holders of our ordinary shares may declare a dividend
by ordinary resolution in a general meeting. The dividend, however, cannot exceed the amount recommended by our board of directors.
Our board of directors may declare an interim dividend. No dividend may be paid except out of our profits.
Voting
rights. Holders of ordinary shares have one vote for each ordinary share held on all matters submitted to a vote of shareholders.
Such voting rights may be affected by the grant of any special voting rights to the holders of a class of shares with preferential
rights that may be authorized in the future.
The
quorum required for an ordinary meeting of shareholders consists of at least two shareholders represented in person or by proxy
who hold or represent, in the aggregate, at least one third of the voting rights of the issued share capital. A meeting adjourned
for lack of a quorum generally is adjourned to the same day in the following week at the same time and place or any time and place
as the directors designate in a notice to the shareholders. At the reconvened meeting, the required quorum consists of any two
members present in person or by proxy.
An
ordinary resolution, such as a resolution for the declaration of dividends, requires approval by the holders of a majority of
the voting rights represented at the meeting, in person, by proxy or by written ballot and voting thereon. Under our Constitution,
a special resolution, such as amending our Constitution, approving any change in capitalization, winding-up, authorization of
a class of shares with special rights, or other changes as specified in our Constitution, requires approval of a special majority,
representing the holders of no less than 75% of the voting rights represented at the meeting in person, by proxy or by written
ballot, and voting thereon.
Pursuant
to our Constitution, our directors are elected at our annual general meeting of shareholders by a vote of the holders of a majority
of the voting power represented and voting at such meeting.
Rights
in our profits. Our shareholders have the right to share in our profits distributed as a dividend and any other permitted
distribution.
Rights
in the event of liquidation. In the event of our liquidation, after satisfaction of liabilities to creditors, our assets will
be distributed to the holders of ordinary shares in proportion to the nominal value of their holdings. This right may be affected
by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights that
may be authorized in the future.
Changing
Rights Attached to Shares
According
to our Constitution, in order to change the rights attached to any class of shares, unless otherwise provided by the terms of
the class, such change must be adopted by a general meeting of the shareholders and by a separate general meeting of the holders
of the affected class with a majority of 75% of the voting power participating in such meeting.
Annual
and Extraordinary Meetings
Our
Board of Directors must convene an annual meeting of shareholders at least once every calendar year, within five months of our
last fiscal year-end balance sheet data. Notice of at least twenty-eight (28) days prior to the date of the meeting is required.
An extraordinary meeting may be convened by the board of directors, it decides or upon a demand of any directors, or of one or
more shareholders holding in the aggregate at least five percent (5%) of our issued capital. An extraordinary meeting must be
called not more than twenty-one (21) days after the request is made. The meeting must be held not later than two months after
the request is given.
Limitations
on the Rights to Own Securities in Our Company
Neither
our Constitution nor the laws of the Commonwealth of Australia restrict in any way the ownership or voting of our shares.
Changes
in Our Capital
Pursuant
to the Listing Rules of the Australian Securities Exchange, our directors may in their discretion issue securities equal to not
more than 25% of our issued capital within a 12-month period. Issuances of securities in excess of such amount require the approval
of our shareholders by an ordinary resolution, unless made under an exception contained in the Listing Rules of the Australian
Securities Exchange which includes, among other things, a pro rata offer to shareholders, offers or issues made under previously
approved employee incentive schemes and share purchase plans under Australian law involving an offer of up to A$30,000 of shares
at the applicable price.
DESCRIPTION
OF OUR AMERICAN DEPOSITARY SHARES
American
Depositary Shares
The
Bank of New York Mellon, as depositary, will register and deliver ADSs. Each ADS represents sixty ordinary shares (or a right
to receive sixty ordinary shares) deposited with HSBC Custody Nominees (Australia), as custodian for the depositary. Each ADS
also represents any other securities, cash or other property which may be held by the depositary. The depositary’s corporate
trust office at which the ADSs are administered is located at 101 Barclay Street, New York, New York 10286. The Bank of New York
Mellon’s principal executive office is located at 240 Greenwich Street, New York, New York 10286.
You
may hold ADSs either (A) directly (i) by having an American depositary receipt, which is a certificate evidencing a
specific number of ADSs, registered in your name, or (ii) by holding ADSs in the Direct Registration System, or (B) indirectly
through your broker or other financial institution. If you hold ADSs directly, you are an ADS holder. This description assumes
you hold your ADSs directly. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial
institution to assert the rights of ADR holders described in this section. You should consult with your broker or financial institution
to find out what those procedures are.
The
Direct Registration System is a system administered by DTC pursuant to which the depositary may register the ownership of uncertificated
ADSs, which ownership shall be confirmed by periodic statements issued by the depositary to the ADS holders entitled thereto.
As
an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Australian law governs
shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a holder of ADSs, you will have ADS
holder rights. A deposit agreement among us, the depositary and you, as an ADS holder, and the beneficial owners of ADSs set out
ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the
ADSs.
The
following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the
entire deposit agreement and the form of American depositary receipt. Directions on how to obtain copies of those documents are
provided under “Where You Can Find Additional Information.”
Dividends
and Other Distributions
If
We Pay a Dividend or Other Distribution, How Will You Receive Dividends and Other Distributions on the Shares?
In
the event that we pay a cash dividend or make another distribution, the depositary has agreed to pay to you the cash dividends
or other distributions it or the custodian receives on shares or other deposited securities, after deducting its fees and expenses.
You will receive these distributions in proportion to the number of shares your ADSs represent.
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Cash. The
depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can
do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any
government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign
currency only to those ADR holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for
the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for
any interest.
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Before
making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. The depositary
will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If exchange
rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of
the distribution.
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Shares. The
depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary
will only distribute whole ADSs. It will sell shares which would require it to deliver a fractional ADS and distribute the
net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding
ADSs will also represent the new shares.
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Rights
to Purchase Additional Shares. If we offer holders of our securities any rights to subscribe for additional shares
or any other rights, the depositary may make these rights available to you. If the depositary decides it is not legal and
practical to make the rights available but that it is practical to sell the rights, the depositary will use reasonable efforts
to sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights that
are not distributed or sold to lapse. In that case, you will receive no value for them.
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If
the depositary makes rights available to you, it will exercise the rights and purchase the shares on your behalf. The depositary
will then deposit the shares and deliver ADSs to you. It will only exercise rights if you pay it the exercise price and any other
charges the rights require you to pay.
U.S. securities
laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of rights. For example,
you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary
shares that have the same terms as the ADSs described in this section except for changes needed to put the necessary restrictions
in place.
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Other
Distributions. The depositary will send to you anything else we distribute on deposited securities by any
means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice.
It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may
decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary
is not required to distribute any securities (other than ADSs) to you unless it receives satisfactory evidence from us that
it is legal to make that distribution.
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The
depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders.
We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation
to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that
you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us
to make them available to you.
Deposit,
Withdrawal and Cancellation
How
Are ADSs Issued?
The
depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian.
Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary
will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person
or persons entitled thereto.
How
Do ADS Holders Cancel an ADS?
You
may turn in your ADSs at the depositary’s corporate trust office. Upon payment of its fees and expenses and of any taxes
or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited
securities underlying the ADSs to you or a person you designate at the office of the custodian. Or, at your request, risk and
expense, the depositary will deliver the deposited securities at its corporate trust office, if feasible.
How
Do ADS Holders Interchange Between Certificated ADSs and Uncertificated ADSs?
You
may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel
that ADR and will send you a statement confirming that you are the owner of uncertificated ADSs. Alternatively, upon receipt by
the depositary of a proper instruction from a holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for
certificated ADSs, the depositary will execute and deliver to you an ADR evidencing those ADSs.
Voting
Rights
How
Do You Vote?
You
may instruct the depositary to vote the deposited securities, but only if we ask the depositary to ask for your instructions.
Otherwise, you won’t be able to exercise your right to vote unless you withdraw the shares. However, you may not know
about the meeting enough in advance to withdraw the shares.
If
we ask for your instructions, the depositary will notify you of the upcoming vote and arrange to deliver our voting materials
to you. The materials will (1) describe the matters to be voted on and (2) explain how you may instruct the depositary
to vote the shares or other deposited securities underlying your ADSs as you direct. For instructions to be valid, the depositary
must receive them on or before the date specified. The depositary will try, as far as practical, subject to the laws of Australia
and our Constitution, to vote or to have its agents vote the shares or other deposited securities as you instruct. The depositary
will only vote or attempt to vote as you instruct.
We
cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your
shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the
manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may
be nothing you can do if your shares are not voted as you requested.
In
order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited
securities, if we request the depositary to act, we will try to give the depositary notice of any such meeting and details concerning
the matters to be voted upon sufficiently in advance of the meeting date.
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Fees
and Expenses
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Persons
Depositing or Withdrawing Shares Must Pay:
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For:
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● US$3.00
(or less) per 100 ADSs (or portion of 100 ADSs)
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● Issuance
of ADSs, including issuances resulting from a distribution of shares or rights or other property
● Cancellation
of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
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● US$0.003
(or less) per ADS
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● Any
cash distribution to you
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● A
fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited
for issuance of ADSs
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● Distribution
of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders
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● US$1.50
(or less) per ADR
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● Transfers,
combination and split-up of ADRs
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● Expenses
of the depositary
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● Cable,
telex and facsimile transmissions (when expressly provided in the deposit agreement)
● Converting
foreign currency to U.S. dollars
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● Taxes
and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example,
stock transfer taxes, stamp duty or withholding taxes
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● As
necessary
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● Any
charges incurred by the depositary or its agents for servicing the deposited securities
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● As
necessary
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The
depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs
for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to
investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees.
The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing
investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its
fees by deduction from any cash distribution payable to ADS holders that are obligated to pay those fees. The depositary may generally
refuse to provide fee-attracting services until its fees for those services are paid.
From
time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment
and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from
the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers,
foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share
fees, spreads or commissions.
The
depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account
and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation,
transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between
the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its
affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the
exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could
be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject
to the depositary’s obligations under the deposit agreement. The methodology used to determine exchange rates used in currency
conversions is available upon request.
Payment
of Taxes
You
will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented
by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities
represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities
represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited
securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any proceeds, or send to you
any property, remaining after it has paid the taxes.
Reclassifications,
Recapitalizations and Mergers
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If
we:
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Then:
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● Change
the nominal or par value of our shares
● Reclassify,
split up or consolidate any of the deposited securities
● Recapitalize,
reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action
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● The
securities received by the depositary will become deposited securities. Each ADS will automatically represent its equal
share of the new deposited securities
● The
depositary may, and will if we ask it to, deliver new ADRs or ask you to surrender your outstanding ADRs in exchange for
new ADRs identifying the new deposited securities.
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Amendment
and Termination
How
May the Deposit Agreement Be Amended?
We
may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. If an amendment
adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration
fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become
effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an
amendment becomes effective, you are considered, by continuing to hold your ADS, to agree to the amendment and to be bound by
the ADRs and the deposit agreement as amended.
How
May the Deposit Agreement Be Terminated?
The
depositary will terminate the deposit agreement at our direction by mailing a notice of termination to the ADS holders then outstanding
at least 90 days prior to the date fixed in such notice for such termination. The depositary may also terminate the deposit
agreement by mailing a notice of termination to us and the ADS holders then outstanding if at any time 90 days shall have
expired after the depositary shall have delivered to our company a written notice of its election to resign and a successor depositary
shall not have been appointed and accepted its appointment.
After
termination, the depositary and its agents will do the following under the deposit agreement but nothing else: collect dividends
and other distributions on the deposited securities, sell rights and other property, and deliver shares and other deposited securities
upon cancellation of ADSs. One year after termination, the depositary may sell any remaining deposited securities by public or
private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding
under the deposit agreement for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not
invest the money and has no liability for interest. The depositary’s only obligations will be to account for the money and
other cash. After termination our only obligations will be to indemnify the depositary and to pay fees and expenses of the depositary
that we agreed to pay.
Limitations
on Obligations and Liability
Limits
on Our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs
The
deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the
liability of the depositary. We and the depositary:
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are
only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;
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are
not liable if either of us is prevented or delayed by law or circumstances beyond our control from performing our obligations
under the deposit agreement;
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are
not liable if either of us exercises discretion permitted under the deposit agreement;
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have
no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf
or on behalf of any other party if it involves expenses or liability unless you furnish satisfactory indemnity;
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may
rely upon the advice of or information from legal counsel, accountants, any person presenting shares for deposit and any other
holder of ADSs or any other person if we believe in good faith such person is competent to give such advice or information.
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In
the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.
Requirements
for Depositary Actions
Before
the depositary will deliver or register a transfer of an ADS, make a distribution on an ADS, or permit withdrawal of shares, the
depositary may require:
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payment
of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties
for the transfer of any shares or other deposited securities;
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satisfactory
proof of the identity and genuineness of any signature or other information it deems necessary; and
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compliance
with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer
documents.
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The
depositary may refuse to deliver ADSs or register transfers of ADSs generally when the transfer books of the depositary or our
transfer books are closed or at any time if the depositary or we think it advisable to do so.
Your
Right to Receive the Shares Underlying Your ADRs
You
have the right to cancel your ADSs and withdraw the underlying shares at any time except:
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When
temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books;
(ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying
a dividend on our shares.
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When
you or other ADS holders seeking to withdraw shares owe money to pay fees, taxes and similar charges.
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When
it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or
to the withdrawal of shares or other deposited securities.
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This
right of withdrawal may not be limited by any other provision of the deposit agreement.
Pre-Release
of ADSs
The
deposit agreement permits the depositary to deliver ADSs before deposit of the underlying shares. This is called a pre-release
of the ADSs. The depositary may also deliver shares upon cancellation of pre-released ADSs (even if the ADSs are cancelled before
the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying shares are delivered to
the depositary. The depositary may receive ADSs instead of shares to close out a pre-release. The depositary may pre-release ADSs
only under the following conditions: (1) before or at the time of the pre-release, the person to whom the pre-release is
being made represents to the depositary in writing that it or its customer owns the shares or ADSs to be deposited and assigns
all beneficial rights, title and interest in such shares or ADSs to the depositary; (2) the pre-release is fully collateralized
with cash or other collateral that the depositary considers appropriate; and (3) the depositary must be able to close out
the pre-release on not more than five business days’ notice. In addition, the depositary will limit the number of ADSs that
may be outstanding at any time as a result of pre-release to 30% of the deposited shares, although the depositary may disregard
the limit from time to time, if it thinks it is appropriate to do so.
MATERIAL
CONTRACTS
Our
material contracts are described in the documents incorporated by reference into this prospectus. See “Incorporation by
Reference” below.
MATERIAL
CHANGES
Except
as described above or otherwise described in our Annual Report on Form 20-F for the year ended June 30, 2020 and in our Reports
on Form 6-K incorporated by reference into this prospectus, no other reportable material changes have occurred since June 30,
2020.
AUTHORIZED
REPRESENTATIVE
Our
authorized representative in the United States for this offering as required pursuant to Section 6(a) of the Securities Act
of 1933, is Puglisi & Associates; 850 Library Avenue, Suite 204; P.O. Box 885; Newark, Delaware 19715. We have agreed to indemnify
the authorized representative against liabilities under the Securities Act of 1933.
OFFERING
EXPENSES
The
following is a statement of expenses in connection with the distribution of the securities registered. All amounts shown are estimates
except the SEC registration fee. The estimates do not include expenses related to offerings of particular securities. Each prospectus
supplement describing an offering of securities will reflect the estimated expenses related to the offering of securities under
that prospectus supplement.
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SEC registration fee
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$
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226
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EDGAR and printing fees
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2,000
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Legal fees and expenses
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15,000
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Accounting fees and expenses
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20,000
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Depositary fees and expenses
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5,000
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Miscellaneous
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2,000
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Total
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$
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44,226
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LEGAL
MATTERS
The
validity of the securities offered hereunder will be passed upon for us by Quinert Rodda & Associates Pty Ltd., Melbourne,
Australia, our Australian counsel. Carter Ledyard & Milburn LLP, New York, New York, will be passing upon matters of United
States law for us with respect to securities offered by this prospectus and any accompanying prospectus supplement.
EXPERTS
The
financial statements incorporated in this Prospectus by reference to the Annual Report on Form 20-F for the year ended June 30,
2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s
ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers, an independent
registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We
filed a registration statement on Form F-3 to register with the SEC the securities described in this prospectus. This prospectus
is part of that registration statement. We refer you to this registration statement, for further information about us and the
securities offered hereby.
We
file annual and special reports and other information with the SEC (Commission File Number 000-49843). These filings contain important
information that does not appear in this prospectus. Our SEC filings are available on the SEC Internet site at http://www.sec.gov,
which contains periodic reports and other information regarding issuers that file electronically. In addition, we make available,
without charge, through our website, www.alteritytherapeutics.com electronic copies of various filings with the SEC, including
copies of our Annual Report on Form 20-F. The information on our website is not and should not be considered part of this prospectus
and is not incorporated into this prospectus by reference.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important
information to you by referring you to other documents which we have filed or will file with the SEC. We are incorporating by
reference in this prospectus the documents listed below and all amendments or supplements we may file to such documents, as well
as any future filings we may make with the SEC on Form 20-F under the Exchange Act before the time that all of the securities
offered by this prospectus have been sold or de-registered.
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Our
Annual Report on Form 20-F for the fiscal year ended June 30, 2020, as filed with the Commission on September 15, 2020;
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Our
Reports on Form 6-K for September
18 and 21,
2020, October
20, 23 (two
reports), 27
and 30, 2020, November
16, 18 (three reports) 19
and 24 (two
reports), 2020 and December
2, 16 and 21,
2020 ; and
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The
description of our ADRs contained in our Form 20-F for the fiscal year ended June 30, 2020.
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In
addition, we may incorporate by reference into this prospectus our reports on Form 6-K filed after the date of this prospectus
(and before the time that all of the securities offered by this prospectus have been sold or de-registered) if we identify in
the report that it is being incorporated by reference in this prospectus.
Certain
statements in and portions of this prospectus update and replace information in the above listed documents incorporated by reference.
Likewise, statements in or portions of a future document incorporated by reference in this prospectus may update and replace statements
in and portions of this prospectus or the above listed documents.
We
will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in
this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents.
Please direct your written or telephone requests to Alterity Therapeutics Limited, Level 3, 460 Bourke Street, Melbourne, Victoria
3000 Australia Attn: Philip Hains, Secretary, telephone number +61-3-9824-5254. You may also obtain information about us by visiting
our website at http://www.alteritytherapeutics.com. Information contained in our website is not part of this prospectus.
We
are an Australian company and are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. As a
result, (1) our proxy solicitations are not subject to the disclosure and procedural requirements of Regulation 14A under the
Exchange Act, (2) transactions in our equity securities by our officers and directors are exempt from Section 16 of the Exchange
Act, and (3) we are not required under the Exchange Act to file periodic reports and financial statements as frequently or as
promptly as U.S. companies whose securities are registered under the Exchange Act. We make all required filings with the SEC electronically,
and these filings are available over the Internet at the SEC’s website at http://www.sec.gov.
ENFORCEABILITY
OF CIVIL LIABILITIES
Service
of process upon us and upon our directors and officers and the Australian experts named in this prospectus, most of whom reside
outside the United States, may be difficult to obtain within the United States. Furthermore, because substantially all of our
assets and substantially all of our directors and officers are located outside the United States, any judgment obtained in the
United States against us or any of such directors and officers may not be collectible within the United States.
We
have irrevocably appointed Puglisi & Associates as our agent to receive service of process in any action against us in the
state and federal courts sitting in the City of New York, Borough of Manhattan arising out of this offering or any purchase or
sale of securities in connection therewith. We have not given consent for this agent to accept service of process in connection
with any other claim.
Alterity
Therapeutics Limited
52,951,716
Ordinary Shares represented by
882,528
American Depositary Shares
PROSPECTUS
You
should rely only on the information incorporated by reference or provided in this prospectus and in any accompanying prospectus
supplement. We have not authorized anyone to provide you with different information. We are not making any offer to sell or buy
any of the securities in any state where the offer is not permitted. You should not assume that the information in this prospectus
is accurate as of any date other than the date that appears below.
January 6, 2021
Alterity Therapeutics (PK) (USOTC:PRNAF)
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Alterity Therapeutics (PK) (USOTC:PRNAF)
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