6-K
Alterity Therapeutics Ltd (ATHE)
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-163
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of May 2025
AlterityTherapeutics Limited
(Name of Registrant)
Level 14, 350 Collins Street,Melbourne, Victoria 3000 Australia
(Address of Principal Executive Office)
Indicateby 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 ☐
ThisForm 6-K is being incorporated by reference into our Registration Statement on Form S-8 (Files No. 333-251073, 333-248980and 333-228671) and ourRegistration Statements on Form F-3 (Files No. 333-274816, 333-251647, 333-231417and 333-250076)
ALTERITYTHERAPEUTICS LIMITED
(adevelopment stage enterprise)
The following exhibits are submitted:
| 99.1 | Change in substantial holding |
|---|
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: May 23, 2025
2
Exhibit 99.1
604 Page 1 of 2 15 July 2001
Form 604
Corporations Act 2001
Section671B
Notice of change of interests of substantial holder
| To Company Name/Scheme | AlterityTherapeutics Limited |
|---|---|
| ACN/ARSN | 080699 065 |
| 1. | Details of substantial holder (1) |
|---|---|
| Name | The<br> Bank of New York Mellon Corporation (BNYMC) and each Group Entity listed in Annexure A (Group<br> Entity), (together BNYMC Group) |
| --- | --- |
| ACN/ARSN (if<br> applicable) | |
| There was a change in the interests of the substantial holder on | 21/May/2025 |
| --- | --- |
| The previous notice was given to the company on | 09/May/2025 |
| The previous notice was dated | 08/May/2025 |
| 2. | Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
| Class of securities (4) | Previous notice | Present notice | ||
|---|---|---|---|---|
| Person’s votes | Voting power (5) | Person’s votes | Voting power (5) | |
| Ordinary shares | 2,373,752,074 | 26.01% | 2,466,998,317* | 27.03%* |
| *See Note 1 in<br><br> <br>Annexure C | ||||
| 3. | Changes in relevant interests | |||
| --- | --- |
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
| Date of change | Person whose<br><br> <br>relevant interest changed | Nature of change (6) | Consideration given in relation to change (7) | Class and number<br><br> <br>of securities affected | Person’s votes affected |
|---|---|---|---|---|---|
| See<br><br> <br>Annexure B | |||||
| 4. | Present relevant interests | ||||
| --- | --- |
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevant<br><br> <br>interest | Registered holder of securities | Person entitled to be registered as holder<br><br> <br>(8) | Nature of relevant interest (6) | Class and number of securities | Person’s votes |
|---|---|---|---|---|---|
| See AnnexureC |
604 Page 2 of 2 15 July 2001
| 5. | Changes in association |
|---|
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| BNYMC and each Group Entity | Each Group Entity is an associate of BNYMC pursuant to section 12(2)(a) of the Corporations Act 2001 (Cth) as each entity is directly or indirectly owned and controlled by BNYMC. |
| 6. | Addresses |
| --- | --- |
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| The Bank of New York<br><br> <br>Mellon Corporation | 240 Greenwich Street, New York, NY 10286 USA |
| Each Group Entity | 240 Greenwich Street, New York, NY 10286 USA |
Signature
| print name | Andrew Weiser | capacity | Attorney-In-Fact |
|---|---|---|---|
| sign here | /s/ Andrew Weiser | date | 22/May/2025 |
AnnexureA
Thisis Annexure A of 1 page referred to in Form 604 Notice of Change
of Interests of Substantial Holder given by The Bank of New York
MellonCorporation and its related bodies corporate.
The Bank of New York Mellon Corporation is the ultimate parent company of a corporate group comprised of a large number of operating and holding companies. Details of the entities directly owned and controlled by The Bank of New York Mellon Corporation are listed below.
| ● | The Bank of New York Mellon | ||
|---|---|---|---|
| ● | Pershing Group LLC | ||
| --- | --- | ||
| ● | Pershing LLC | ||
| --- | --- | ||
| print name | Andrew Weiser | capacity | Attorney-In-Fact |
| --- | --- | --- | --- |
| Sign here | /s/ Andrew Weiser | date | 22/May/2025 |
Annexure B
This is Annexure B of 1 page referred to in Form 604 Notice of Change of Interests of Substantial Holder given by The Bank of New York Mellon Corporation and its related bodies corporate
Changes in relevant interests
| Date of change | Person whose relevant interest<br><br> <br>changed | Nature of Change | Consideration given in<br><br> <br>relation to change | Class and number of securities affected<br><br> <br>(Ordinary Shares) | Person’s votes affected |
|---|---|---|---|---|---|
| 9-May-2025 | The<br> Bank of New York Mellon | Deposit<br> of securities | N/A | 9,000,000 | 9,000,000 |
| 12-May-2025 | The<br> Bank of New York Mellon | Deposit<br> of securities | N/A | 30,000,000 | 30,000,000 |
| 12-May-2025 | The<br> Bank of New York Mellon | Transfer<br> Out of securities | N/A | (15,000,000) | (15,000,000) |
| 12-May-2025 | Pershing<br> LLC | Transfer<br> In of securities | N/A | 0.4042<br> ADRs (Converted = 243 Ord) | 243 |
| 13-May-2025 | The<br> Bank of New York Mellon | Deposit<br> of securities | N/A | 960,000 | 960,000 |
| 14-May-2025 | The<br> Bank of New York Mellon | Deposit<br> of securities | N/A | 33,900,000 | 33,900,000 |
| 15-May-2025 | The<br> Bank of New York Mellon | Deposit<br> of securities | N/A | 16,800,000 | 16,800,000 |
| 19-May-2025 | The<br> Bank of New York Mellon | Deposit<br> of securities | N/A | 12,000,000 | 12,000,000 |
| 20-May-2025 | The<br> Bank of New York Mellon | Deposit<br> of securities | N/A | 486,000 | 486,000 |
| 21-May-2025 | The<br> Bank of New York Mellon | Deposit<br> of securities | N/A | 5,100,000 | 5,100,000 |
| Print Name - | Andrew Weiser | Capacity - | Attorney-In-Fact | ||
| --- | --- | --- | --- | ||
| Sign Here | /s/ Andrew Weiser | Date - | 22 May 2025 |
Annexure C
Thisis Annexure C of 2 pages referred to in Form 604 Notice of Change of Interests of Substantial Holder given by The Bank of New York MellonCorporation and its related bodies corporate
Presentrelevant interests
| Holder of relevant interest | Nature of relevant interest | Class and number of securities |
|---|---|---|
| The Bank of New York Mellon (BNYM) | Remote Interest Held Under Deposit Agreement<br><br> <br>****<br><br> <br>Relevant interest under section 608(1)(c) of the Corporations<br> Act 2001 (Cth) arising from BNYM having the limited power to dispose of, or control the exercise of a power to dispose of, securities<br> deposited with or held by BNYM (or its custodian or agent) in its capacity as depositary administering an ADR program for Alterity Therapeutics Limited (Company) under the Deposit Agreement dated January 2, 2008 between the Company, holders of American depositary<br> receipts (ADRs) and BNYM (Deposit Agreement). [*See Note 1 below]. | 2,466,997,348<br><br> <br>ordinary shares |
| BNYMC Group (other than BNYM) | Relevant interest under section 608(3)(a) and/or section 608(3)(b) of the Corporations Act 2001 (Cth) being a relevant interest held through a body corporate (namely BNYM) in which the voting power of each other entity in the BNYMC Group is above 20%, or that each other entity in the BNYMC Group controls. [*See Note 1 and Note 2 below] | 2,466,997,348<br><br> <br>ordinary shares |
| Pershing LLC | Relevant interest under sections 608(1) of the Corporations Act 2001 (Cth) arising from Pershing LLC being the registered owner of the securities. | 969 ordinary shares |
| BNYMC Group (other than Pershing LLC) | Relevant interest under section 608(3)(a) and/or section<br> 608(3)(b) of the Corporations Act 2001 (Cth) being a relevant interest held through a body corporate (namely Pershing LLC) in which the<br> voting power of each other entity in the BNYMC Group is above 20%, or that each other entity in the BNYMC Group controls.<br><br> <br>[*See Note 2 below] | 969 ordinary shares |
NOTES:
| * | Note 1: Of the total of 2,466,998,317 securities in which the BNYMC Group has a<br> relevant interest, BNYM has a relevant interest in 2,466,997,348 securities as depositary for Alterity Therapeutics Limited ADR program administered under the Deposit Agreement. BNYM’s relevant interest in these securities arises as a result of<br> the Deposit Agreement containing rights for BNYM to dispose of securities held under the ADR program in limited circumstances. Under<br> the Deposit Agreement, ADR holders retain their rights to dispose of those securities and to give voting instructions for the<br> exercise of voting rights attached to the securities. BNYMC Group’s power to vote or dispose of these securities is qualified<br> accordingly. | ||
|---|---|---|---|
| * | Note 2: Each Group Entity is a direct or indirect wholly owned subsidiary of BNYMC, the<br> ultimate parent company. Other than BNYM in respect of 2,466,997,348 securities (of which BNYM’s power to only dispose of 2,466,997,348 securities<br> is limited – see Note 1), and Pershing LLC in respect of 969 securities, none of the BNYMC Group entities are entitled<br> to be registered as holder of the securities and their power to vote or dispose of the securities is qualified accordingly. | ||
| --- | --- | ||
| Print Name - | Andrew Weiser | Capacity - | Attorney-In-Fact |
| --- | --- | --- | --- |
| Sign Here | /s/ Andrew Weiser | Date - | 22/May/2025 |