Amended Statement of Beneficial Ownership (sc 13d/a)
27 August 2022 - 07:19AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of
1934
(Amendment No. 10)
Alterity Therapeutics Limited
(Name of Issuer)
Ordinary shares (“Ordinary Shares”)
(Title of Class of Securities)
Q7739U108
(CUSIP Number)
Amit Shashank, Esq.
Life Biosciences LLC
75 Park Plaza, Level 3
Boston, MA 02116
Telephone No.: 857-400-9245
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
August 24, 2022
(Date of Event Which Requires Filing of
this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
CUSIP No. Q7739U108
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1 |
Names of Reporting Person Life Biosciences LLC
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
o |
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3 |
SEC Use Only
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4 |
Source of Funds (See Instructions) WC
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6 |
Citizenship
or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
145,237,413* |
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8 |
Shared Voting Power
None |
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9 |
Sole Dispositive Power
145,237,413* |
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10 |
Shared Dispositive Power
None |
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11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
145,237,413* |
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13 |
Percent
of Class Represented by Amount in Row (11) 6.0%** |
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14 |
Type of Reporting Person (See Instructions) OO
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* The 145,237,413 Ordinary Shares referenced herein
are evidenced by 2,420,623 American Depositary Shares (“ADSs”). Each ADS represents sixty (60) Ordinary Shares.
** This calculation is based on information publicly provided by the
Issuer that 2,406,874,578 Ordinary Shares, including Ordinary Shares evidenced by ADSs, were outstanding as of June 27, 2022.
This Amendment No. 10 to Schedule
13D (the “Amendment”) is being filed by Life Biosciences LLC, a limited liability company organized under the laws
of Delaware (the “Reporting Person” or “Life”), to amend the Statement on Schedule 13D originally
filed with the Securities and Exchange Commission on April 18, 2019, as amended on December 23, 2019, July 6, 2020, October 26, 2020,
November 25, 2020, July 8, 2021, March 4, 2022, March 28, 2022, July 21, 2022 and August 1, 2022 (the “Schedule 13D”),
with respect to the ordinary shares (the “Ordinary Shares”) of Alterity Therapeutics Limited (the “Issuer”).
Unless specifically amended
hereby, the disclosure set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined in this
Amendment shall have the meanings set forth in the Schedule 13D.
Item 4. Purpose
of the Transaction
Item 4 of the Schedule 13D is hereby
amended and supplemented as follows:
Between
August 2, 2022, and August 26, 2022, the Reporting Person disposed of an aggregate of 567,502 ADSs, representing the equivalent of 34,050,120
Ordinary Shares.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety
by the following:
(a) – (b) The Reporting Person is the beneficial owner of 145,237,413 Ordinary
Shares of the Issuer evidenced by 2,420,623 ADSs, representing approximately 6.0% of the outstanding Ordinary Shares of the Issuer based
upon 2,406,874,578 Ordinary Shares, including Ordinary Shares evidenced by ADSs, outstanding as of June 27, 2022.
| (c) | From August 2, 2022 through August
26, 2022, the Reporting Person disposed of 567,502 ADSs, representing the equivalent of 34,050,120 Ordinary Shares, in open market transactions
on the NASDAQ Capital Market. Details by date, listing the number of ADSs disposed of and
the weighted average price per ADS are provided below. The Reporting Person undertakes to provide, upon request by the staff
of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of ADSs sold at each separate price
for each transaction. |
Date | |
ADSs Disposed Of | | |
Weighted Average
Price Per ADS | |
August 2, 2022 | |
| 19,700 | | |
$ | 0.5947 | |
August 5, 2022 | |
| 23,708 | | |
$ | 0.6305 | |
August 8, 2022 | |
| 1,700 | | |
$ | 0.6521 | |
August 9, 2022 | |
| 7,000 | | |
$ | 0.6363 | |
August 10, 2022 | |
| 133,759 | | |
$ | 0.6080 | |
August 11, 2022 | |
| 22,796 | | |
$ | 0.6141 | |
August 12, 2022 | |
| 30,911 | | |
$ | 0.6044 | |
August 15, 2022 | |
| 33,885 | | |
$ | 0.6156 | |
August 16, 2022 | |
| 11,575 | | |
$ | 0.6300 | |
August 18, 2022 | |
| 22,125 | | |
$ | 0.6303 | |
August 19, 2022 | |
| 245 | | |
$ | 0.6300 | |
August 22, 2022 | |
| 18,652 | | |
$ | 0.6028 | |
August 23, 2022 | |
| 53,644 | | |
$ | 0.6008 | |
August 24, 2022 | |
| 70,132 | | |
$ | 0.6052 | |
August 25, 2022 | |
| 99,952 | | |
$ | 0.6099 | |
August 26, 2022 | |
| 11,718 | | |
$ | 0.6006 | |
Except
for the foregoing, and the sales reported on the amendments to the Schedule 13D filed on July 21 and August 1, 2022, the Reporting
Person has not effected any transactions in Ordinary Shares, including Ordinary Shares evidenced by ADSs, in the past 60 days.
| (d) | To the knowledge of the Reporting Person, none of the persons
set forth on Schedule I hereto has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the foregoing securities. |
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 26, 2022
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LIFE BIOSCIENCES LLC |
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By: |
/s/Amit
Shashank, Esq. |
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Name: |
Amit
Shashank, Esq. |
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Title: |
General Counsel |
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