KZIA Kazia Therapeutics Ltd

UNITED STATES

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 October, 2023

Commission File Number 000-29962

Kazia Therapeutics Limited

(Translation of registrant’s name into English)

Three International Towers Level 24 300 Barangaroo Avenue Sydney NSW 2000

(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  ☑     Form 40-F  ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On October 13, 2023, Kazia Therapeutics Limited (the “Company”) filed a release with the Australian Securities Exchange (“ASX”), as required by the laws and regulations of Australia, updating the Shareholders about the ASX de-listing process. The announcement and the Shareholder Communication Letter are both furnished herewith as Exhibits 99.1 and 99.2, respectively, to this report on Form 6-K. A copy of the ADS Conversion Facility Election Form is available on the Company’s website.

EXHIBIT LIST

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.

Exhibit 99.1

ASX RELEASE

13 October 2023

SHAREHOLDER COMMUNICATION ON

THE DE-LISTING PROCESS

Sydney, 13 October 2023 – Kazia Therapeutics Limited (Kazia or the Company) NASDAQ: KZIA; ASX: KZA), an oncology-focused drug development company, refers to its Announcement released to the ASX on 11 October 2023 titled “Kazia announces voluntary delisting from ASX”.

In accordance with ASX Listing Rule 3.17, please find attached copies of the following documents being sent to Shareholders today:

Updated Timetable

The Company also advises that an updated timetable for the de-listing is set out below:

*Dates and times are indicative only and subject to change by the Company or ASX.

This announcement was authorised for release by the Company Secretary.

Enquiries:

cosec@companymatters.com.au

Board of Directors

Dr John Friend Interim Executive Chair and Chief Executive Officer

Mr Bryce Carmine Non-Executive Director

Mr Steven Coffey Non-Executive Director

Ms Ebru Davidson Non-Executive Director

Three International Towers, Level 24, 300 Barangaroo Avenue, Sydney NSW 2000

About Kazia Therapeutics Limited

Kazia Therapeutics Limited (NASDAQ: KZIA; ASX: KZA) is an oncology-focused drug development company, based in Sydney, Australia.

Our lead program is paxalisib, a brain-penetrant inhibitor of the PI3K / Akt / mTOR pathway, which is being developed to treat multiple forms of brain cancer. Licensed from Genentech in late 2016, paxalisib is or has been the subject of ten clinical trials in this disease. A completed Phase II study in glioblastoma reported promising signals of clinical activity in 2021, and a pivotal study in glioblastoma, GBM AGILE, is ongoing, with final data expected in CY2023. Other clinical trials are ongoing in brain metastases, diffuse midline gliomas, and primary CNS lymphoma, with several of these having reported encouraging interim data.

Paxalisib was granted Orphan Drug Designation for glioblastoma by the US FDA in February 2018, and Fast Track Designation for glioblastoma by the FDA in August 2020. Paxalisib was also awarded Fast Track Designation (FTD) in July 2023 for the treatment of solid tumor brain metastases harboring PI3K pathway mutations in combination with radiation therapy. In addition, paxalisib was granted Rare Pediatric Disease Designation and Orphan Drug Designation by the FDA for diffuse intrinsic pontine glioma in August 2020, and for atypical teratoid / rhabdoid tumours (AT/RT) in June 2022 and July 2022, respectively.

Kazia is also developing EVT801, a small-molecule inhibitor of VEGFR3, which was licensed from Evotec SE in April 2021. Preclinical data has shown EVT801 to be active against a broad range of tumour types and has provided compelling evidence of synergy with immuno-oncology agents. A Phase I study commenced recruitment in November 2021.

For more information, please visit www.kaziatherapeutics.com or follow us on Twitter @KaziaTx.

Forward-Looking Statements

This announcement may contain forward-looking statements, which can generally be identified as such by the use of words such as “may,” “will,” “estimate,” “future,” “forward,” “anticipate,” or other similar words. Any statement describing Kazia’s future plans, strategies, intentions, expectations, objectives, goals or prospects, and other statements that are not historical facts, are also forward- looking statements, including, but not limited to, statements regarding: the timing for results and data related to Kazia’s clinical and preclinical trials, and Kazia’s strategy and plans with respect to its programs, including paxalisib and EVT801. Such statements are based on Kazia’s current expectations and projections about future events and future trends affecting its business and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements, including risks and uncertainties: associated with clinical and preclinical trials and product development, related to regulatory approvals, related to Kazia’s executive leadership changes, and related to the impact of global economic conditions.. These and other risks and uncertainties are described more fully in Kazia’s Annual Report, filed on form 20-F with the SEC, and in subsequent filings with the United States Securities and Exchange Commission. Kazia undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required under applicable law. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this announcement.

Exhibit 99.2

13 October 2023

Dear Shareholder

Kazia Therapeutics Limited (ASX:KZA, NASDAQ:KZIA) – Voluntary delisting from the ASX

Kazia Therapeutics Limited (ASX:KZA, NASDAQ:KZIA) (Kazia or the Company) has requested and received formal approval from the Australian Securities Exchange (ASX) to be removed from the official list of the ASX (Official List) pursuant to ASX Listing Rule 17.11 (Delisting). This letter seeks to provide you, as a holder of fully paid ordinary shares in the capital of the Company (Shares), with information about the Delisting process, the options available to you in connection with your Shares and certain implications which may arise for you as a result of the Delisting. Full details regarding the options available to you in respect of your Shares are set out in Section 5.

The information in this letter does not take into account your individual investment objectives, financial situation and needs. The information in this letter is of a general nature and is not financial product advice and should not be relied upon as the sole basis for any investment decision. As a holder of Shares (Shareholder), you should consult your financial, legal, tax or other professional advisor in relation to the information contained in this letter and how you should act with respect to your Shares.

The Board has ultimately determined that the costs, administrative burden and commercial disadvantages of remaining listed on ASX outweigh any benefits of a continued ASX listing. The Board considers that the Delisting is in the best interests of the Company and Shareholders for the following reasons.

The main consequence of Delisting for Shareholders is that, from the time the Delisting takes effect on 15 November 2023 (Delisting Date), Kazia’s Shares will no longer be quoted or traded on the ASX. Therefore, Shareholders who wish to sell their Shares on the ASX will need to do so before the Delisting Date.

Shareholders who retain their Shares after the Delisting Date will each be issued a share certificate which will be proof of ownership of their Shares and should be held in safe-keeping by the Shareholder. Shareholders who wish to sell their Shares after the Delisting Date must either:

Following the Delisting, Kazia will remain an Australian incorporated company and will maintain its listing of ADSs on NASDAQ. Trading of ADSs on NASDAQ will continue, uninterrupted, during and after the Delisting.

Copies of Kazia’s press releases and other corporate information will continue to be available on the US Securities and Exchange Commission’s (SEC) website (www.sec.gov) as well as the Company’s website at https://www.kaziatherapeutics.com/.

Each ADS represents the right to receive, and to exercise the beneficial ownership interests in, 10 Shares that are on deposit with HSBC Custody Nominees (Australia) Limited (Custodian), the custodian appointed by the Depositary. The Depositary will be (directly or indirectly through the Custodian) the holder of the Shares underlying the ADSs.

Holders of ADSs do not have direct Shareholder rights. The Depositary holds, on the ADS holder’s behalf, the rights attaching to the Shares underlying your ADSs. Holders of ADSs are able to exercise the rights attaching to the Shares represented by the ADSs through the Depositary to the extent contemplated in the deposit agreement (Deposit Agreement), a copy of which is available from the SEC’s website (www.sec.gov). To exercise any rights attaching to Shares which are not contemplated under the Deposit Agreement, holders of ADSs will need to arrange for the cancellation of their ADSs so that they can become a direct Shareholder.

Shares represented by ADSs are treated as held under a bare trust for such holder. Consequently, the Shares will be regarded as owned by the ADS holder for Australian income tax and capital gains tax purposes. Dividends paid on the underlying Shares will also be treated as dividends paid to the ADS holder, as the person beneficially entitled to those dividends.

Shareholders will continue to be able to trade their Shares on the ASX until the close of trading on 13 November 2023 (Suspension Date), when trading in Shares will be suspended. Following suspension of Shares from quotation, Shareholders will no longer be able to trade their Shares on the ASX. It is expected that two business days following the suspension of trading of Shares, Kazia will be removed from the Official List.

Shareholders who retain their Shares after the Delisting Date will be issued share certificates, which will be proof of ownership of their Shares and should be held in safe-keeping by the Shareholder.

The Company has established a facility pursuant to which Shareholders may elect to convert, prior to the Delisting, all of their Shares to ADS (ADS Conversion Facility), unless they are a custodian or nominee holding Shares on behalf of multiple holders in which case partial elections will be permitted. If the number of Shares held by a Shareholder is such that the aggregate entitlement of the Shareholder includes a fractional entitlement to an ADS, then the entitlement of that Shareholder will be rounded down to the nearest whole number of ADSs and the Shareholder will retain the remaining Shares held which are not converted to ADSs.

The ADS conversion fee will be waived during the time-limited period in which the ADS Conversion Facility will be active.

See section 5 below for details on how to participate, prior to the Delisting, in the ADS Conversion Facility.

The table below sets out an indicative timeline for the Delisting process.

*All dates and times in this letter refer to those in Sydney, Australia. These dates and times are indicative only and subject to change. Kazia will announce any amendment to those dates and times.

As a holder of Shares, you have the following options in respect of the Delisting, which you should carefully consider before deciding what to do with your Shares. If you do nothing, then Option 3 will apply by default.

You can sell your Shares on the ASX at any time prior to the close of trading on the Suspension Date, which is currently expected to be 13 November 2023. You should contact your stockbroker or financial advisor to arrange the sale.

After the Suspension Date, you will not be able to sell your Shares on the ASX.

If you elect to sell your Shares on the ASX prior to the Suspension Date, you will be responsible for all costs associated with the sale, including any broker commission.

You can elect to participate in the ADS Conversion Facility and convert all of your Shares into ADSs on a 10:1 basis, unless you are a custodian or nominee holding Shares on behalf of multiple holders in which case partial elections will be permitted, to be held directly in uncertificated form in the Direct Registration System (DRS) on the American Depositary Receipt (ADR) register of the Depositary.

If the number of Shares held by a Shareholder is such that the aggregate entitlement of the Shareholder includes a fractional entitlement to an ADS, then the entitlement of that Shareholder will be rounded down to the nearest whole number of ADSs and the Shareholder will retain the remaining Shares held which are not converted to ADSs (Remaining Shares).

Shareholders will be waived from the conversion fee if they convert their Shares into ADSs by participating in the ADS Conversion Facility no later than the Suspension Date.

Shareholders who would like to participate in the ADS Conversion Facility should complete an ADS Conversion Facility election form (Conversion Form) and return it to the Company’s Australian Share Registry, Computershare Investor Services Pty Limited (Computershare), by no later than the Suspension Date.

If you return your Conversion Form after the Suspension Date, you will not be able to participate in the ADS Conversion Facility.

If you elect to convert your Shares into ADSs, you may then choose to hold those ADSs or sell them on the NASDAQ at a later time through a US broker or an Australian broker who has an agreement with a US broker that is able to buy or sell ADSs on NASDAQ (subject to compliance with NASDAQ trading requirements).

If you elect to participate in the ADS Conversion Facility and then subsequently sell your ADSs on NASDAQ, any costs incurred in connection with the sale will be borne by you.

If you do not elect to participate in the ADS Conversion Facility, you can elect, either prior to the Delisting or after, to convert your Shares to ADSs. In such a case, all related costs will be borne by you. In order to do this, you need to engage a US broker or an Australian broker who has an agreement with a US broker that is able to buy or sell ADSs on Nasdaq.

If you take no action by the Suspension Date (i.e. you do not proceed with Option 1 or Option 2 above), you will retain your Shares but they will no longer be quoted, or able to be traded on the ASX and your Shareholding will become a certificated holding.

If you take no action, a share certificate will be issued for your Shares and be sent to you by post within approximately 10 business days of the Delisting Date. This must be kept in a safe place as it is proof of ownership of Shares in the Company.

There are risks associated with participating in the ADS Conversion Facility and holding ADSs. If you elect to participate in the ADS Conversion Facility you will be issued ADSs and be subject to the rights and obligations of an ADS holder. Therefore, the Company strongly encourages you to read the section of the Company’s Form F-3 Registration Statement, which includes a summary description of the material terms of the ADSs and of the material rights of owners of ADSs. A copy of the Company’s Form F-3 Registration Statement is available on the US Securities and Exchange Commission’s (SEC) website (www.sec.gov) as well as the Company’s website at https://www.kaziatherapeutics.com/.

Notwithstanding anything in this letter to the contrary, Shareholders who either:

and obtain ADSs as a result of participating in the ADS Conversion Facility will be subject to certain resale restrictions pursuant to the Securities Act.

This discussion does not address any tax or duty consequences other than Australian income tax consequences to Shareholders that are Australian tax residents from participation in the ADS Conversion Facility.

This discussion does not address any Australian tax consequences for persons that are not Australian residents for tax purposes nor does it address any US state or local tax consequences or any US federal income tax consequences. Shareholders should consult their tax advisors regarding any income or other tax consequences which may result from participation in the ADS Conversion Facility.

Australian income tax consequences

The following is a general description of the Australian income tax consequences for Shareholders who are individuals, complying superannuation funds or private companies and are Australian tax residents, which result from participation in the ADS Conversion Facility. It is not intended to be a comprehensive statement of the Australian income tax consequences of participating in the ADS Conversion Facility.

The general description below only applies to Shareholders who hold their Shares on capital account for Australian income tax purposes and are an Australian resident for tax purposes. In particular, it does not apply to:

The information is based upon Australian taxation law and practice in effect at the date of this letter.

The Company strongly encourages Shareholders to obtain their own tax advice based on the Shareholder’s particular circumstances before deciding which option to select. The general description of the Australian income tax consequences for Shareholders does not purport to provide Shareholders with any tax advice.

Participation in the ADS Conversion Facility

It is not anticipated the Shareholders will make a capital gain or capital loss as a result of participating in the ADS Conversion Facility. This is on the basis the Shareholders will continue to be the beneficial owners of the Shares as the ADS Conversion Facility is a bare trust arrangement.

A Shareholder’s cost base or reduced cost base in the ADSs they receive as a consequence of participating in the ADS Conversion Facility should be equal to the cost base or reduced cost base of the Shareholder’s Shares at the time of the conversion of the Shares into ADSs.

If you have a question in relation to the Delisting or any information set out in this letter please contact your tax advisor or Anna Sandham, Corporate Secretary at cosec@companymatters.com.au.

Yours sincerely,

Dr. John Friend

Interim Chairman and Chief Executive Officer