PRNAF Alterity Therapeutics Ltd (PK)

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-163

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February 2025

 

Alterity Therapeutics Limited

(Name of Registrant)

 

Level 14, 350 Collins Street, Melbourne, Victoria 3000 Australia

(Address of Principal Executive Office)

 

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 ☐

 

This Form 6-K is being incorporated by reference into our Registration Statement on Form S-8 (Files No. 333-251073, 333-248980 and 333-228671) and our Registration Statements on Form F-3 (Files No. 333-274816, 333-251647, 333-231417 and 333-250076)

 

 

 

ALTERITY THERAPEUTICS LIMITED

(a development stage enterprise)

 

The following exhibits are submitted:

 

99.1

Proposed issue of securities - ATH

 

 

SIGNATURE

 

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

 

	Alterity Therapeutics Limited
	By:	/s/ Geoffrey P. Kempler
		Geoffrey P. Kempler
		Chairman

 

Date: February 24, 2025

 

 

2

Exhibit 99.1

 

Appendix 3B - Proposed issue of securities

 

Announcement Summary

 

 

Entity name

 

ALTERITY THERAPEUTICS LIMITED

 

Announcement Type

 

New announcement

 

Date of this announcement

 

24/2/2025

 

The Proposed issue is:

 

A placement or other type of issue

 

Total number of +securities proposed to be issued for a placement or other type of issue

 

	ASX +security code		+Security description		Maximum Number of +securities to be issued
	New class-code to be confirmed		Options with exercise price of $0.028 and expiring on 26 February 2027		10,179,688

 

Proposed +issue date

 

14/4/2025

 

Refer to next page for full details of the announcement

 

 

Appendix 3B - Proposed issue of securities

 

Part 1 - Entity and announcement details

 

 

1.1 Name of +Entity

 

ALTERITY THERAPEUTICS LIMITED

 

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

 

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

 

	1.2 Registered Number Type		Registration Number
	ABN		37080699065

 

1.3 ASX issuer code

ATH

 

1.4 The announcement is

New announcement

 

1.5 Date of this announcement

24/2/2025

 

1.6 The Proposed issue is:

A placement or other type of issue

 

 

Appendix 3B - Proposed issue of securities

 

Part 7 - Details of proposed placement or other issue

 

 

Part 7A - Conditions

 

 

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis?

Yes

7A.1a Conditions

 

	Approval/Condition		Date for determination		Is the date estimated or actual?		** Approval received/condition met?
	+Security holder approval		31/3/2025		Estimated

 

Comments

 

 

Part 7B - Issue details    

 

 

Is the proposed security a ‘New class’ (+securities in a class that is not yet quoted or recorded by ASX) or an ‘Existing class’ (additional securities in a class that is already quoted or recorded by ASX)? New class

Will the proposed issue of this +security include an offer of attaching +securities? No

  

Details of +securities proposed to be issued

 

 

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

 

	Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1?		Will the entity be seeking quotation of the ‘new’ class of +securities on ASX? Yes
	No

 

	ASX +security code		+Security description
	New class-code to be confirmed		Options with exercise price of $0.028 and expiring on 26 February 2027

 

+Security type

Options

 

Number of +securities proposed to be issued 

10,179,688 

 

 

Appendix 3B- Proposed issue of securities

 

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

No

 

Please describe the consideration being provided for the +securities 

 

Nil consideration

 

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 

0.000001 

 

Will all the +securities issued in this class rank equally in all respects from their issue date?

Yes

 

Options details

 

 

	+Security currency		Exercise price		Expiry date
	AUD - Australian Dollar		AUD 0.0028		26/2/2027

  

Details of the type of +security that will be issued if the option is exercised

ATH : ORDINARY FULLY PAID

 

Number of securities that will be issued if the option is exercised

 

One ordinary share

 

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

 

To be provided in the Notice of Meeting announcement.

 

Part 7C - Timetable

 

 

7C.1 Proposed +issue date

14/4/2025

 

Part 7D - Listing Rule requirements

 

 

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?

Yes

 

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 

31/3/2025 

 

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? 

No

 

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? 

No 

 

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?

No 

 

 

Appendix 3B- Proposed issue of securities

 

Part 7E - Fees and expenses

 

 

7E.1 Will there be a lead manager or broker to the proposed issue?

No 

 

7E.2 Is the proposed issue to be underwritten?

No

 

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

 

This option issue forms part of the MST Financial fee arrangement for the underlying share issue announced on 10 February 2025. The full fee comprises 5.5% of funds raised up to A$30 million and 6% of funds raised over $40 million. It was also agreed to issue MST Financial (and/or its nominees) one Broker Option for every $2 raised under the underlying share issue, up to a maximum of 10,179,688, which are the securities proposed to be issued in this Appendix 3B.

 

Part 7F - Further Information

 

 

7F.01 The purpose(s) for which the entity is issuing the securities

 

Funds will be used to accelerate regulatory activities, clinical and non-clinical development, and manufacture of drug to advance ATH434. Funds will also be used to commence a business development process for potential partnering.

 

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?

No

 

7F.2 Any other information the entity wishes to provide about the proposed issue

 

The Company will be seeking shareholder approval for the issue of these options at an upcoming EGM.

 

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:

The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

 

 

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