ATHE 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 March 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 | Becoming a substantial holder |
|---|
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: March 14, 2025
2
Exhibit 99.1
Form 603
Corporations Act2001 Section
671B
Notice of initialsubstantial holder
| To Company<br> Name/Scheme | ALTERITY THERAPEUTICS LTD |
|---|---|
| ACN/ARSN/ABN | 37 080 699 065 |
- Details of substantial holder (1)
| Name | JPMorgan Chase & Co. and its affiliates |
|---|---|
| ACN/ARSN (if applicable) | **** NA |
The holder became a substantial holder on 11/March/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<br> of securities | Person’s<br> votes (5) | Voting power<br> (6) |
|---|---|---|---|
| Ordinary | 341,554,014 | 341,554,014 | 5.13% |
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 |
|---|---|---|
| JPMORGAN CHASE BANK, N.A. | Securities on Loan as Agent Lender | 2,000,000 <br><br>(Ordinary) |
| J.P. MORGAN SECURITIES LLC | Rehypothecation of client securities under a Prime Brokerage <br><br>Agreement | 12,178,800 <br><br>(Ordinary) |
| J.P. MORGAN SECURITIES AUSTRALIA <br><br>LIMITED | Purchase and sales of securities in its capacity as <br><br>Principal/Proprietary | 327,343,414 <br><br>(Ordinary) |
| 55I, LLC | In its capacity as investment manager or in various other related<br><br> capacities | 31,800<br><br> (Ordinary) |
Page 1 of 4
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<br> as holder <br><br>(8) | Class and<br><br> number of <br><br>securities |
|---|---|---|---|
| JPMORGAN CHASE BANK, N.A. | JPM Nominees Australia Pty Limited | Various Borrowers under the Securities <br><br>Lending Agreement | 2,000,000 <br><br>(Ordinary) |
| J.P. MORGAN SECURITIES LLC | Citi Australia | Various Clients and Custodians | 12,178,800<br><br> (Ordinary) |
| J.P. MORGAN SECURITIES AUSTRALIA LIMITED | Ecapital Nominees Pty Ltd | J.P. MORGAN SECURITIES <br><br>AUSTRALIA LIMITED | 327,343,414<br><br> (Ordinary) |
| 55I, LLC | Not Available | Various Clients and Custodians | 31,800 <br><br>(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 <br><br>interest | Date of acquisition | Consideration (9) | Class<br>and number of securities | |
|---|---|---|---|---|
| See Appendix | Cash | Non-cash |
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. |
| 55I, LLC | Subsidiary of JPMorgan Chase & Co. |
| J.P. MORGAN SECURITIES LLC | Subsidiary of JPMorgan Chase & Co. |
| JPMORGAN CHASE BANK, N.A. | Subsidiary of JPMorgan Chase & Co. |
Page 2 of 4
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 | ||
| 55I, LLC | One Liberty Square, Suite 200, Boston, Suffolk, MA, 02109, United States | ||
| J.P. MORGAN SECURITIES LLC | 383 Madison Ave., New York, New York, NY, 10179, United States | ||
| JPMORGAN CHASE BANK, N.A. | 1111 Polaris Parkway, Columbus, Delaware, OH, 43240, United States | ||
| Signature | |||
| --- | |||
| Print name | S. Seshagiri Rao | Capacity | Compliance Officer |
| --- | --- | --- | --- |
| Sign here | /s/ S. Seshagiri Rao | Date | 13/March/2025 |
Page 3 of 4
DIRECTIONS
| (1) | If there are a number of substantial holders with similar or<br>related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names<br>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<br>to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly<br>set out in paragraph 7 of the form. |
|---|---|
| (2) | See the definition of “associate” in section 9 of<br>the Corporations Act 2001. |
| --- | --- |
| (3) | See the definition of “relevant interest” in sections<br>608 and 671B(7) of the Corporations Act 2001. |
| --- | --- |
| (4) | The voting shares of a company constitute one class unless divided<br>into separate classes. |
| --- | --- |
| (5) | The total number of votes attached to all the voting shares<br>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<br>corporate or scheme multiplied by 100. |
| --- | --- |
| (7) | Include details of: |
| --- | --- |
| (a) | any relevant agreement or other circumstances by which the<br>relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement,<br>and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together<br>with a written statement certifying this contract, scheme or arrangement; and |
| --- | --- |
| (b) | any qualification of the power of a person to exercise, control<br>the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates<br>(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<br>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,<br>money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that<br>acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included<br>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<br>to the person from whom the relevant interest was acquired. |
| --- | --- |
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Appendix: Prescribedinformation pursuant to securities lending arrangement disclosed under the substantial shareholding notice filed with ASX.
| Date: | 13-March-2025 |
|---|---|
| Company’s name: | ALTERITY THERAPEUTICS LTD |
| ISIN: | AU0000043945 |
| Date of change of relevant interests: | 11-March-2025 |
| Schedule | |
| Type of agreement | Global Master Securities Lending Agreement (“GMSLA”) |
| Parties to agreement | JPMorgan Chase Bank, N.A. (acting as agent) (“lender”) and Morgan Stanley & Co. International PLC (Borrower) |
| Transfer date | Settlement Date<br><br> <br>03-Mar-2025 |
| Holder of voting rights | Borrower |
| Are there any restriction on voting rights | Yes |
| If yes, detail | The borrower undertakes to use its best endeavors to arrange for the voting rights to be exercised in accordance with the instructions of the lender, provided that the lender uses its best endeavors to notify the borrower of its instructions in writing no later than 7 business days prior to the date upon which such votes are exercisable or as otherwise agreed between the parties. This undertaking is set out in clause 6.6 of the standard form GMSLA. |
| Scheduled return date (if any) | None |
| Does the borrower have the right to return early? | Yes |
| If yes, detail | Borrower has right to return all and any equivalent securities early at any time in accordance with the lender’s instructions. |
| Does the lender have the right to recall early? | Yes |
| If yes, detail | Lender has right to recall all or any equivalent securities at any time by giving notice on any business day of not less than the standard settlement time for such equivalent securities on the exchange or in the clearing organisation through which the relevant borrowed securities were originally delivered (and where there is a difference between the settlement time for sales and purchases on the relevant exchange or clearing organisation, the standard settlement time shall be the shorter of the two times). The borrower must return the securities not later than the expiry of such notice in accordance with the lender’s instructions. |
| Will the securities be returned on settlement? | Yes |
| If yes, detail any exceptions | No 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. |