Filed Pursuant to Rule 424(b)(3)
Registration No. 333-279773
PROSPECTUS
Up to 75,000,000 American Depositary Shares Representing 750,000,000 Ordinary Shares
Warrant to Purchase Up to 13,500,000 American Depositary Shares
Up to 13,500,000 American Depositary Shares Representing 135,000,000 Ordinary Shares Issuable Upon Exercise of the Warrant
Kazia Therapeutics Limited
This prospectus relates to the offering and resale by Alumni Capital LP (Alumni Capital or the Selling Shareholder), of up to
88,500,000 American Depositary Shares (the Offered ADSs) with each American Depositary Share (ADS), representing 10 of our ordinary shares, no par value per share (the Ordinary Shares), or 885,000,000 Ordinary
Shares in the aggregate, which includes up to 13,500,000 ADSs, representing 135,000,000 Ordinary Shares, issuable upon the exercise of a warrant (the Warrant) to purchase ADSs.
The Offered ADSs being offered by the Selling Shareholder have been or may be issued and sold to the Selling Shareholder pursuant to the purchase agreement,
dated April 19, 2024 (the Purchase Agreement), that we entered into with Alumni Capital. See The Alumni Capital Transaction for a description of the Purchase Agreement and Selling Shareholder for additional
information regarding Alumni Capital. The prices at which Alumni Capital may resell the ADSs offered hereby will be determined by the prevailing market price for the shares or in negotiated transactions. We are not selling any securities under this
prospectus and will not receive any of the proceeds from the sale of Offered ADSs by the Selling Shareholder. However, we may receive proceeds of up to $15.75 million from the exercise of the Alumni Warrant and the sale of ADSs to the Selling
Shareholder pursuant to the Purchase Agreement, once the registration statement that includes this prospectus is declared effective.
The Selling
Shareholder may sell or otherwise dispose of the Offered ADSs described in this prospectus in a number of different ways and at varying prices. See Plan of Distribution for more information about how the Selling Shareholder may sell or
otherwise dispose of the Offered ADSs being registered pursuant to this prospectus. The Selling Shareholder is an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.
The Selling Shareholder will pay all brokerage fees and commissions and similar expenses. We will pay the expenses (except brokerage fees and commissions and
similar expenses) incurred in registering the ADSs, including legal and accounting fees. See Plan of Distribution.
The ADSs are listed on the
Nasdaq Capital Market, or Nasdaq, under the symbol KZIA. On June 3, 2024, the last reported sale price of the ADSs on Nasdaq was $0.2699 per ADS.
We are a foreign private issuer, as defined under the federal securities laws, and, as such, we will be subject to reduced public company
reporting requirements for this prospectus and future filings. See Prospectus SummaryImplications of Being a Foreign Private Issuer.
You should read this prospectus, together with additional information described under the headings Where You Can Find More Information and
Incorporation of Documents by Reference carefully before you invest in any of our securities.
Investing in our securities
involves a high degree of risk. These risks are discussed in this prospectus under Risk Factors beginning on page 10 and the Risk Factors in Item 3. Key Information D. Risk Factors
of our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus, as well as in any other recently filed reports and, if any, in any applicable prospectus supplement.
Neither the Securities and Exchange Commission (the SEC) nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of
this prospectus is June 4, 2024