Alterity Therapeutics Ltd 6-K, filed Feb 10, 2025
Alterity Therapeutics Ltd (ATHE)
About this 6-K
Alterity Therapeutics Ltd filed this 6-K on February 10, 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 10, 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
10/2/2025
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 2 year expiry | 1,212,121,212 | |||
| ATH | ORDINARY FULLY PAID | 3,636,363,636 |
Proposed +issue date
17/2/2025
Refer to next page for full details of the announcement
Appendix 3B - Proposed issue of securities | 1 / 6 |
|
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
10/2/2025
1.6 The Proposed issue is:
A placement or other type of issue
Appendix 3B - Proposed issue of securities | 2 / 6 |
|
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 | 27/3/2025 | Estimated |
Comments
| The placement is in two tranches, with the second tranche subject to shareholder approval. |
Part 7B - Issue details
Is
the proposed security a 'New class' Existing class |
Will the proposed issue of this +security include an offer of attaching +securities? Yes |
Details of +securities proposed to be issued
ASX +security code and description
ATH : ORDINARY FULLY PAID
Number of +securities proposed to be issued
3,636,363,636
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
Yes
| In what currency is the cash consideraton being paid? |
What is the issue price per +security? | ||
| AUD - Australian Dollar | AUD 0.01100 |
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?
Yes
Appendix 3B - Proposed issue of securities | 3 / 6 |
|
Appendix 3B - Proposed issue of securities |
Attaching +Security
Is the proposed attaching 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
Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)
Details of attaching +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? | ||
| No | Yes |
| ASX +security code | +Security description | ||
| New class-code to be confirmed | Options with exercise price of $0.028 and 2 year expiry |
+Security type
Options
Number of +securities proposed to be issued
1,212,121,212
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
| Attaching options, nil consideration |
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
0.000010
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
Options details
+Security currency
AUD - Australian Dollar
| Exercise price | Expiry date | ||
| AUD 0.0280 | 26/2/2027 |
Details of the type of +security that will be issued if the option is exercised
ATH : ORDINARY FULLY PAID
Appendix 3B - Proposed issue of securities | 4 / 6 |
|
Appendix 3B- Application for quotation of securities |
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.
| One ordinary share |
Part 7C - Timetable
7C.1 Proposed +issue date
17/2/2025
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?
No
7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?
Yes
7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?
| 799,014,703 |
7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)?
Yes
7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?
| 368,434,268 |
7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate
| Due to the lower cost, quicker timing and significant institutional interest in the placement. |
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
Yes
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
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
Yes
Appendix 3B - Proposed issue of securities | 5 / 6 |
|
Appendix 3B- Application for quotation of securities |
7E.1a Who is the lead manager/broker?
| MST Financial |
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
| 3.0% managmeent fee & 3.0% selling fee, plus 1 option for every $2 raised. |
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
| Legal fees and internal costs. |
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 shreaholder approval for hte second tranche of shares and all related party participation 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)
Appendix 3B - Proposed issue of securities | 6 / 6 |