Opthea Ltd 6-K, filed Jun 22, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of June 2021

Commission File Number: 001-39621

OPTHEA LIMITED

(Translation of registrant’s name into English)

Level 4

650 Chapel Street

South Yarra, Victoria 3141

Australia

(Address ofprincipal executive offices)

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  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

EXHIBITS

Exhibit	Description
99.1	Appendix 3B
99.2	Appendix 2A
99.3	Cleansing Notice

SIGNATURES

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.

	OPTHEA LIMITED
Date: June 22, 2021	By:	/s/ Megan Baldwin
		Megan Baldwin, Ph.D.
		Chief Executive Officer and Managing Director

EX-99.1

Exhibit 99.1

Announcement Summary

Entity name

OPTHEA LIMITED

Announcement Type

New announcement

Date ofthis announcement

21/6/2021

The Proposed issue is:

A placement or other type of issue

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

ASX +security code	+Security description	Maximum Number of+securities to be issued
OPT	ORDINARY FULLY PAID		3,346,432

Proposed +issue date

21/6/2021

Refer to next page for full details of the announcement

EX-99.2

Exhibit 99.2

Announcement Summary

Entity name

OPTHEA LIMITED

Announcement Type

New announcement

Date ofthis announcement

Tuesday June 22, 2021

The +securities to be quoted are:

+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B

Total number of +securities to be quoted

ASX +security        code	Security description	Number of +securities tobe quoted		Issue date
OPT	ORDINARY FULLY PAID		3,346,432		21/06/2021

Refer to next page for full details of the announcement

Issue details

Number of +securities to be quoted

3,346,432

Are the+securities being issued for a cash consideration?

No

Please describe the consideration being provided for the +securities

Cashless Pre funded warrants exercised

Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted

0.00000669

Anyother information the entity wishes to provide about the +securities to be quoted

$22.40 for 3,346,432 ordinary shares

EX-99.3

Exhibit 99.3

21 June 2021

The Manager

Market Announcements Office

ASX Limited

Level 4, North Tower, Rialto

525 Collins Street

MELBOURNE VIC 3000

Dear Sir/Madam

Notice under section 708A(5)(e) of the Corporations Act 2001 (Cth)

This notice is given by Opthea Limited ACN 006 340 567 (ASX Code: OPT) (Opthea) under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act).

Opthea has today issued 3,346,432 fully paid ordinary shares in Opthea (Shares) in accordance with the announcements made by Opthea on 21 June 2021.

Opthea advises as follows:

(a)	the Shares have been issued without disclosure under Part 6D.2 of the Corporations Act;
(b)	as at the date of this notice, Opthea has complied with:
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(i)	the provisions of Chapter 2M of the Corporations Act as they apply to Opthea; and
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(ii)	section 674 of the Corporations Act; and
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(c)	as at the date of this notice, there is no “excluded information” of the type referred to in sections<br>708A(7) and 708A(8) of the Corporations Act.
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Yours sincerely,
---
/s/ Karen Adams
Karen Adams

This announcement was authorised to be given to the ASX by the Company Secretary.

Opthea Limited, Suite 0403, Level 4, 650 Chapel Street, South Yarra, Victoria 3141, Australia

A.C.N. 006 340 567  |  Telephone: +61 3 9826 0399  |  Website: www.opthea.com