Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
December 16 2020 - 4:53PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
the month of December 2020
Alterity
Therapeutics Limited
(Name
of Registrant)
Level
3, 460 Bourke Street, Melbourne, VIC 3000, Australia
(Address
of principal 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): ☐
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 ☒
If
"Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ____________
This
Form 6-K is being incorporated by reference into our Registration Statements on Form S-8 (Files No. 333-251073, 333-248980 and
333-228671) and our Registration Statements on Form F-3 (Files No. 333-249311, 333-231417 and 333-250076).
Alterity
Therapeutics Limited
(a
development stage enterprise)
EXPLANATORY
NOTE
On
December 16, 2020 the Company entered into an amendment to the At Market Issuance Sales Agreement, dated October 16, 2016, as
amended on November 8, 2017 with B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.), or B. Riley Securities, and JonesTrading
Institutional Services LLC, or JonesTrading, or the Sales Agreement, under which the Company may issue and sell American Depositary
Shares (the “ADSs”) for up to $50,000,000 of its ordinary shares (the “Shares”) from time to time pursuant
to a Prospectus Supplement through B. Riley Securities and JonesTrading acting as Agents.
Subject
to the terms and conditions of the Sales Agreement, the Agents will use their commercially reasonable efforts to sell the ADSs
from time to time, based upon the Company’s instructions. The Company has provided the Agents with customary indemnification
rights and the Agents will be entitled to a commission at a fixed commission rate of up to 3.0% of the gross sales price per shares
sold.
Sales
of the ADSs under the Sales Agreement may be made by any method permitted by law deemed to be an “at the market offering”
as defined in Rule 415 of the Securities Act Regulations.
The Shares will be
issued pursuant to the Company’s previously filed and effective Registration Statement on Form F-3 (File No. 333-249311).
On October 5, 2020, the Company filed a base Prospectus (which became effective on October 9, 2020) and on December 16, 2020, the
Company filed a Prospectus Supplement relating to the offering of up to US$50,000,000 in ADSs with the Securities and Exchange
Commission. This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale
of the Shares or the ADSs in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
Amendment
No. 2 to At Market Issuance Sales Agreement is filed as Exhibit 1.3 to this Report. The description of the Sales Agreement does
not purport to be complete and is qualified in its entirety by reference to the Sales Agreement filed herewith as an exhibit to
this Report.
The
opinion of the Company’s counsel regarding the validity of the Shares that will be issued pursuant to the Prospectus Supplement
is filed herewith as Exhibit 5.1.
Exhibits
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.
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Alterity Therapeutics Limited
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/s/Geoffrey P. Kempler
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By: Geoffrey P. Kempler
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Executive Chairman
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Date:
December 16, 2020
2
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