Report of Foreign Issuer (6-k)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR

15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2014

Prana Biotechnology Limited

(Name of Registrant)

Level 2, 369 Royal Parade Parkville Victoria 3052 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 x 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): __

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____

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.

	PRANA BIOTECHNOLOGY LIMITED
		(Registrant)



	By:	/s/ Geoffrey Kempler
		Geoffrey Kempler,
		Executive Chairman

April 24, 2014

Appendix 4C

Quarterly Report for Entities

Admitted on the Basis of Commitments

Rule 4.7B

Appendix 4C – 2nd Quarter

Quarterly report

for entities admitted

on the basis of commitments

Introduced 31/3/2000. Amended 30/9/2001

Name of Entity:

PRANA BIOTECHNOLOGY LIMITED

ABN:		Quarter Ended ('Current Quarter')
37 080 699 065		31 ^st March, 2014

Consolidated Statement of Cash Flows

Cash Flows Related to Operating Activities		Current Quarter $A’000	Year to Date (6 months) $A’000
1.1	Receipts from customers	-	-
1.2	Payments for (a) staff costs (b) advertising and marketing (c) research and development (d) leased assets (e) other working capital	(440) (127) (3,524) - (550)	(1,271) (259) (9,139) - (1,651)
1.3	Dividends received	-	-
1.4	Interest and other items of a similar nature received	81	272
1.5	Interest and other costs of finance paid	-	-
1.6	Income taxes paid	-	-
1.7	Other (Grants/Donations)	4,092	4,095
	Net Operating Cash Flows	(4,402)	(7,953)

+ See chapter 19 for defined terms.

30/9/2001

Appendix 4C Page 1

Appendix 4C

Quarterly Report for Entities

Admitted on the Basis of Commitments

		Current Quarter $A’000	Year to Date (6 months) $A’000
1.8	Net Operating Cash Flows (carried forward)	(468)	(7,953)
	Cash Flows Related to Investing Activities
1.9	Payment for acquisition of: (a) businesses (item 5) (b) equity investments (c) intellectual property (d) physical non-current assets (e) other non-current assets	- - - (3) -	- - - (12) -
1.10	Proceeds from disposal of: (a) businesses (item 5) (b) equity investments (c) intellectual property (d) physical non-current assets (e) other non-current assets	- - - - -	- - - - -
1.11	Loans to other entities	-	-
1.12	Loans repaid by other entities	-	-
1.13	Other	-	-
	Net Investing Cash Flows	(3)	(12)
1.14	Total Operating and Investing Cash Flows	(471)	(7,965)
	Cash Flows Related to Financing Activities
1.15	Proceeds from issues of shares, options, etc.	7,222	20,864
1.16	Proceeds from sale of forfeited shares	-	-
1.17	Proceeds from borrowings	-	-
1.18	Repayment of borrowings	-	-
1.19	Dividends paid	-	-
1.20	Other (Capital Raising Costs)	(226)	(747)
	Net Financing Cash Flows	6,996	20,117
	Net Increase / (Decrease) in Cash Held	6,525	12,152
1.21	Cash at beginning of quarter/year to date	19,300	13,347
1.22	Exchange rate adjustments to item 1.21	(475)	(149)
1.23	Cash at End of Quarter	25,350	25,350

* Note: On the 7th April 2014, the Company announced it had raised an additional $16,379K resulting in a closing cash position of $41.729m on the day of the announcement.

+ See chapter 19 for defined terms.

Appendix 4C Page 2

30/9/2001

Appendix 4C

Quarterly Report for Entities

Admitted on the Basis of Commitments

Payments to Directors of the Entity and Associates of the Directors

Payments to Related Entities of the Entity and Associates of the Related Entities

Current Quarter

$A'000

1.24

Aggregate amount of payments to the parties included in item 1.2

132

1.25

Aggregate amount of loans to the parties included in item 1.11

1.26

Explanation necessary for an understanding of the transactions

Salaries, directors’ fees and consulting fees at normal commercial rates.

Non-Cash Financing and Investing Activities

2.1

Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

During the period, in accordance with the Employee Incentive Scheme and Consulting Agreements, 300,000 unlisted options were issued to employees and consultants.

2.2

Details of outlays made by other entities to establish or increase their share in businesses in which the reporting entity has an interest

Financing Facilities Available

Add notes as necessary for an understanding of the position. (See AASB 1026 paragraph 12.2).

Amount Available

$A’000

Amount Used

$A’000

3.1

Loan facilities

3.2

Credit standby arrangements

+ See chapter 19 for defined terms.

30/9/2001

Appendix 4C Page 3

Appendix 4C

Quarterly Report for Entities

Admitted on the Basis of Commitments

Reconciliation of Cash

Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.		Current Quarter $A’000	Previous Quarter $A’000
4.1	Cash on hand and at bank	25,350	19,300
4.2	Deposits at call	-	-
4.3	Bank overdraft	-	-
4.4	Other (provide details)	-	-
	Total: Cash at End of Quarter (item 1.22)	25,350	19,300

Note: On the 7th April 2014, the Company announced it had raised an additional $16,379K resulting in a closing cash position of $41.729m on the day of the announcement.

Acquisitions and Disposals of Business Entities

		Acquisitions *(Item 1.9(a))*	Disposals *(Item 1.10(a))*
5.1	Name of entity	-	-
5.2	Place of incorporation or registration	-	-
5.3	Consideration for acquisition or disposal	-	-
5.4	Total net assets	-	-
5.5	Nature of business	-	-

Compliance Statement

This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act (except to the extent that information is not required because of note 2) or other standards acceptable to ASX.

This statement does give a true and fair view of the matters disclosed.

Sign Here: Date: 24 ^th April 2014

	Company Secretary
Print Name:	Richard Revelins

DESCRIPTION: CFO LOGO

The CFO Solution

31.01.2014

+ See chapter 19 for defined terms.

Appendix 4C Page 4

30/9/2001

Appendix 4C

Quarterly Report for Entities

Admitted on the Basis of Commitments

Notes

The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

The definitions in, and provisions of, AASB 1026: Statement of Cash Flows apply to this report except for the paragraphs of the Standard set out below.

6.2 - reconciliation of cash flows arising from operating activities to operating profit or loss

9.2 - itemised disclosure relating to acquisitions

9.4 - itemised disclosure relating to disposals

12.1(a) - policy for classification of cash items

12.3 - disclosure of restrictions on use of cash

13.1 - comparative information

Accounting Standards. ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

+ See chapter 19 for defined terms.

30/9/2001

Appendix 4C Page 5