Alterity Therapeutics Ltd 6-K, filed Feb 6, 2025
Alterity Therapeutics Ltd (ATHE)
About this 6-K
Alterity Therapeutics Ltd filed this 6-K on February 6, 2025.
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 |
1
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 6, 2025
2
Exhibit 99.1
Form 603
Corporations Act 2001 Section
671B
Notice of initial substantial holder
| To Company Name/Scheme | Alterity Therapeutics ltd | |
| ACN/ARSN/ABN | 37 080 699 065 |
1. Details of substantial holder (1)
| Name | JPMorgan Chase & Co. and its affiliates | |
| ACN/ARSN (if applicable) | NA |
The holder became a substantial holder on 03/February/2025
2. Details of voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
| Class of securities (4) | Number of securities | Person’s votes (5) | Voting power (6) |
| Ordinary | 272,198,215 | 272,198,215 | 5.11% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
| Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities |
| J.P. MORGAN SECURITIES LLC | Rehypothecation of client securities under a Prime Brokerage Agreement |
66,138,000 (Ordinary) |
| J.P. MORGAN SECURITIES LLC | Holder of securities subject to an obligation to return under a securities lending agreement |
15,480,000 (Ordinary) |
| J.P. MORGAN SECURITIES AUSTRALIA LIMITED | Purchase and sales of securities in its capacity as Principal/Proprietary |
190,580,215 (Ordinary) |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest | Registered holder of securities | Person entitled to be registered as holder (8) |
Class and number of securities |
| J.P. MORGAN SECURITIES LLC | Citi Australia | Various Clients and Custodians |
66,138,000 (Ordinary) |
| J.P. MORGAN SECURITIES LLC | Citi Australia | Citi Australia |
15,480,000 (Ordinary) |
| J.P. MORGAN SECURITIES AUSTRALIA LIMITED | Ecapital Nominees Pty Ltd | J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
190,580,215 (Ordinary) |
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevant interest | Date of acquisition | Consideration (9) | Class and number of securities | |
| See Appendix | Cash | Non-cash | ||
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6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
| J.P. MORGAN SECURITIES AUSTRALIA LIMITED | Subsidiary of JPMorgan Chase & Co. |
| J.P. MORGAN SECURITIES LLC | Subsidiary of JPMorgan Chase & Co. |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
| JPMorgan Chase & Co. | 383 Madison Avenue, New York, New York, NY, 10179, United States |
| J.P. MORGAN SECURITIES AUSTRALIA LIMITED | LEVEL 18, 83-85 CASTLEREAGH STREET, SYDNEY, NSW 2000, Australia |
| J.P. MORGAN SECURITIES LLC | 383 Madison Ave., New York, New York, NY, 10179, United States |
| Signature | |||
| Print name | S. Seshagiri Rao | Capacity | Compliance Officer |
| Sign here | /s/ S. Seshagiri Rao | Date | 05/February/2025 |
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DIRECTIONS
| (1) | If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form. |
| (2) | See the definition of “associate” in section 9 of the Corporations Act 2001. |
| (3) | See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001. |
| (4) | The voting shares of a company constitute one class unless divided into separate classes. |
| (5) | The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in. |
| (6) | The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100. |
| (7) | Include details of: |
| (a) | any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and |
| (b) | any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). |
See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.
| (8) | If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write “unknown”. |
| (9) | Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired. |
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Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial shareholding notice filed with ASX.
| Date: | 05-Feb-2025 |
| Company’s name: | ALTERITY THERAPEUTICS LTD |
| ISIN: | AU0000043945 |
| Date of change of relevant interests: | 03-Feb-2025 |
| Schedule | |
| Type of agreement | Institutional Account Agreement |
| Parties to agreement | JP Morgan Securities LLC for itself and as agent and trustee for the other J.P. Morgan Entities and APEX CLEARING CORPORATION, NATIONAL FINANCIAL SERVICES LLC and TRADESTATION SECURITIES INC (herein referred to as “JPMS”). “J.P. Morgan Entities” means, as the context may require or permit, any and all of JPMSL, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC., J.P. Morgan Markets Limited, J.P. Morgan Securities Australia Limited, J.P. Morgan Securities (Asia Pacific) Limited, J.P. Morgan Securities Japan Co., Ltd and J.P. Morgan Prime Nominees Limited and any additional entity notified to the Company from time to time. |
| Transfer date | Settlement Date 30-Jan-2025 03-Feb-2025 |
| Holder of voting rights | JPMS is the holder of the voting rights from the time at which it exercises its right to borrow. Notwithstanding this, please note that the Company has the right to recall equivalent securities if it wishes to exercise its voting rights in respect of the securities. |
| Are there any restriction on voting rights | Yes |
| If yes, detail | JPMS will not be able to exercise voting rights in circumstances where the Company has recalled equivalent securities from JPMS before the voting rights have been exercised. In these circumstances, JPMS must return the securities to the Company and the Company holds the voting rights. |
| Scheduled return date (if any) | N/A. There is no term to the loan of securities. |
| Does the borrower have the right to return early? | Yes. |
| If yes, detail | JPMS has the right to return all and any securities or equivalent securities early at any time. |
| Does the lender have the right to recall early? | Yes. |
| If yes, detail | The Company has the right to recall all or any equivalent securities on demand. |
| Will the securities be returned on settlement? | Yes. Settlement of the loan will occur when JPMS returns equivalent securities to the Company. There is no term to the loan of securities. |
| If yes, detail any exceptions | |
| Statement | If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a copy of the agreement will be given to that company or ASIC. |
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