SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-163
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of November 2023
Alterity
Therapeutics Limited
(Name
of Registrant)
Level 14, 350 Collins Street,
Melbourne, Victoria 3000 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 ☒ Form 40-F ☐
This
Form 6-K is being incorporated by reference into our Registration Statement on Form S-8 (Files No. 333-251073, 333-248980
and 333-228671) and our
Registration Statements on Form F-3 (Files No. 333-274816, 333-251647, 333-231417
and 333-250076)
ALTERITY
THERAPEUTICS LIMITED
(a
development stage enterprise)
The
following exhibits are submitted:
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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|
| |
By: |
/s/ Geoffrey P. Kempler |
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|
Geoffrey P. Kempler |
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|
Chairman |
Date:
November 30, 2023
2
Exhibit 99.1
ALTERITY
THERAPEUTICS LIMITED
ACN
080 699 065
Notice
of Extraordinary General Meeting and Explanatory Memorandum
| Time
and Date of Meeting: |
10.00
am (AEDT) Friday 29 December 2023
Registration from 9:30 am |
| |
|
| Location: |
Level
3, 62 Lygon Street, Vic, 3053 |
| Voting ahead of attending the Meeting |
| Shareholders are strongly
encouraged to vote by lodging a directed proxy appointing the Chairman before 10:00 am (AEDT) Wednesday 27 December 2023. Instructions
for lodging proxies are included on your personalised proxy form, or in the link that you received if you provided an email address.
Alternatively, you are able to vote ahead of the Meeting via www.investorvote.com.au/Login using the control number of 133513. |
| |
| If you wish to appoint a proxy other than the Chairman to attend the
meeting in person, please contact the Company Secretary, Mr Phillip Hains, by email at info@alteritytherapeutics.com, with subject header:
“Attention to Company Secretary”, at least 2 business days before the meeting so appropriate arrangements can be made. |
This is an important document. It should be read in its entirety.
If you are in doubt as to the course you should follow, consult your financial or other professional adviser. |
| NOTICE
OF EXTRAORDINARY GENERAL MEETING |
 |
ALTERITY
THERAPEUTICS LIMITED
ACN
080 699 065
Notice
is given that the Extraordinary General Meeting of Alterity Therapeutics Limited (“the Company” or “Alterity”)
will be held at Level 3, 62 Lygon Street, Carlton on 29 December 2023 at 10.00 am (AEDT), for the purposes of considering and, if thought
fit, passing each of the resolutions referred to in this Notice of Extraordinary General Meeting.
Further
details in respect of each of the resolutions proposed in this Notice of Extraordinary General Meeting are set out in the Explanatory
Memorandum accompanying this Notice of Extraordinary General Meeting. The details of the resolutions contained in the Explanatory Memorandum
should be read together with, and form part of, this Notice of Extraordinary General Meeting.
Please
read this Notice of Extraordinary General Meeting carefully and consider directing your proxy on how to vote on each resolution by marking
the appropriate box on the proxy form included with this Notice of Extraordinary General Meeting. Shareholders who intend to appoint
the Chairman as proxy (including appointment by default) should have regard to Proxy and Voting Instructions on page 5 of this Notice
of Extraordinary General Meeting.
| Resolution #1 – Ratification of prior issue of Shares |
To
consider and, if thought fit, to pass the following resolution as an advisory and non-binding ordinary resolution:
“THAT
for the purposes of Listing Rule 7.4 and for all other purposes, shareholders approve the ratification of the prior issue of 362,462,762
fully paid ordinary shares at an issue price of A$0.0035 (0.35 Australian cents) per shares to unrelated sophisticated, professional
and other investors exempt from the disclosure requirements of Ch 6D of the Corporations Act as described in the Explanatory Memorandum
which accompanied and formed part of the Notice of Extraordinary General Meeting.”
A
voting exclusion statement applies to this Resolution. Please see below.
| Resolution #2 –
Approval for issue of Shares |
To
consider and, if thought fit, to pass the following resolution as an advisory and non-binding ordinary resolution:
“THAT
for the purposes of Listing Rule 7.1 and for all other purposes, shareholders approve the issue of 980,394,381 fully paid ordinary shares
at an issue price of A$0.0035 (0.35 Australian cents) per shares to unrelated sophisticated, professional and other investors exempt
from the disclosure requirements of Ch 6D of the Corporations Act as described in the Explanatory Memorandum which accompanied and formed
part of the Notice of Extraordinary General Meeting.”
A
voting exclusion statement applies to this Resolution. Please see below.
| NOTICE
OF EXTRAORDINARY GENERAL MEETING |
|
| Resolution #3 – Approval for
issue of Options |
To
consider and, if thought fit, pass as an ordinary resolution, the following:
“THAT
for the purposes of Listing Rule 7.1 and for all other purposes, shareholders approve the issue of:
| ● | one
(1) free-attaching option (1,342,857,143 options) (each with an exercise price of A$0.007
(0.7 Australian cents), expiring on 31 August 2024 and which upon exercise entitle the holder
to one (1) fully paid ordinary share in the Company); and |
| ● | one
(1) free-attaching option for every three (3) fully ordinary shares issued (447,619,048 options)
(each with an exercise price of A$0.01 (1 Australian cent), expiring on 31 August 2026 and
which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company) |
to
unrelated professional, sophisticated and other investors exempt from the disclosure requirements of Ch 6D of the Corporations Act as
free-attaching to fully paid ordinary shares the subject of Resolutions 1 and 2 of the Notice of Extraordinary General Meeting, as described
in the Explanatory Memorandum which accompanied and formed part of the Notice of Extraordinary General Meeting.”
A
voting exclusion statement applies to this Resolution. Please see below.
| Resolution #4 – Approval for
issue of Securities - SPP |
To
consider and, if thought fit, pass as an ordinary resolution, the following:
“THAT
for the purposes of Listing Rule 7.1 and for all other purposes, shareholders approve the issue of:
| ● | up
to 571,428,571 fully paid ordinary shares at an issue price of A$0.0035 (0.35 Australian
cents) per share; and |
| ● | one
(1) free-attaching option (up to 571,428,571 options) (each with an exercise price of A$0.007
(0.7 Australian cents), expiring on 31 August 2024 and which upon exercise entitle the holder
to one (1) fully paid ordinary share in the Company) for each fully paid ordinary share issued;
and |
| ● | one
(1) free-attaching option for every three (3) fully ordinary shares issued (up to 190,476,191
options) (each with an exercise price of A$0.01 (1 Australian cent), expiring on 31 August
2026 and which upon exercise entitle the holder to one (1) fully paid ordinary share in the
Company), |
to
unrelated eligible shareholders pursuant to a security purchase plan as described in the Explanatory Memorandum which accompanied and
formed part of the Notice of Extraordinary General Meeting.”
A
voting exclusion statement applies to this Resolution. Please see below. The Company has applied to ASX for a waiver of Listing Rule
7.3.9 which is being considered by ASX. Further details are set out below.
| Resolution #5A – Approval for
issue of Securities – Placement – Peter Marks |
To
consider and, if thought fit, pass as an ordinary resolution, the following:
“THAT
for the purposes of Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, shareholders approve the issue
of:
| ● | 7,142,857
fully paid ordinary shares at an issue price of A$0.0035 (0.35 Australian cents) per share;
and |
| ● | one
(1) free-attaching option (7,142,857 options) (each with an exercise price of A$0.007 (0.7
Australian cents), expiring on 31 August 2024 and which upon exercise entitle the holder
to one (1) fully paid ordinary share in the Company) for each fully paid ordinary share issued;
and |
| ● | one
(1) free-attaching option for every three (3) fully ordinary shares issued (2,380,952 options)
(each with an exercise price of A$0.01 (1 Australian cent), expiring on 31 August 2026 and
which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company), |
to
Peter Marks (and/or his nominee(s)) as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Extraordinary
General Meeting.”
A
voting exclusion statement applies to this Resolution. Please see below.
| NOTICE
OF EXTRAORDINARY GENERAL MEETING |
|
| Resolution #5B – Approval for
issue of Securities – Placement – Brian Meltzer |
To
consider and, if thought fit, pass as an ordinary resolution, the following:
“THAT
for the purposes of Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, shareholders approve the issue
of:
| ● | 7,142,857
fully paid ordinary shares at an issue price of A$0.0035 (0.35 Australian cents) per share; and |
| ● | one
(1) free-attaching option (7,142,857 options) (each with an exercise price of A$0.007 (0.7
Australian cents), expiring on 31 August 2024 and which upon exercise entitle the holder
to one (1) fully paid ordinary share in the Company) for each fully paid ordinary share issued;
and |
| ● | one
(1) free-attaching option for every three (3) fully ordinary shares issued (2,380,952 options)
(each with an exercise price of A$0.01 (1 Australian cent), expiring on 31 August 2026 and
which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company), |
to
Brian Meltzer (and/or his nominee(s)) as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Extraordinary
General Meeting.”
A
voting exclusion statement applies to this Resolution. Please see below.
| Resolution #5C – Approval for
issue of Securities – Placement – Lawrence Gozlan |
To
consider and, if thought fit, pass as an ordinary resolution, the following:
“THAT
for the purposes of Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, shareholders approve the issue
of:
| ● | 14,285,714
fully paid ordinary shares at an issue price of A$0.0035 (0.35 Australian cents) per share;
and |
| ● | one
(1) free-attaching option (14,285,714 options) (each with an exercise price of A$0.007 (0.7
Australian cents), expiring on 31 August 2024 and which upon exercise entitle the holder
to one (1) fully paid ordinary share in the Company) for each fully paid ordinary share issued;
and |
| ● | one
(1) free-attaching option for every three (3) fully ordinary shares issued (4,761,905 options)
(each with an exercise price of A$0.01 (1 Australian cent), expiring on 31 August 2026 and
which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company), |
to
Lawrence Gozlan (and/or his nominee(s)) as described in the Explanatory Memorandumwhich accompanied and formed part of the Notice of
Extraordinary General Meeting.”
A
voting exclusion statement applies to this Resolution. Please see below.
To
consider any other business that may be brought before the Meeting in accordance with the Constitution of the Company and the Corporations
Act.
By
the order of the Board:
Mr
Phillip Hains
Company Secretary
Alterity
Therapeutics Limited
Dated: 30 November 2023
The accompanying Explanatory Memorandum, Proxy Form
and Voting Instructions form part of this Notice of Extraordinary General Meeting. |
| NOTICE
OF EXTRAORDINARY GENERAL MEETING |
|
| PROXY
AND VOTING INSTRUCTIONS |
Voting
Exclusion Statements
In
accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf
of the following persons:
Resolution
#1 –
Ratification of prior
issue of Shares |
The
Company will disregard any votes cast in favour of Resolution 1 by or on behalf of a person who participated in the issue or is a
counterparty to the agreement being approved or an associate of that person or those persons.
However,
the Company need not disregard a vote cast in favour of Resolution 1 by: |
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(a)
|
a
person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to
the proxy or attorney to vote on the Resolution in that way; or |
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|
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(b) |
the
Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair
to vote on the Resolution as the Chair decides; or |
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|
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(c) |
a
holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following
conditions are met: |
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(i) |
the
beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate
of a person excluded from voting, on the Resolution; and |
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|
|
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(ii) |
the
holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
Resolution
#2 –
Approval for issue of
Shares |
The
Company will disregard any votes cast in favour of Resolution 2 by or on behalf of a person
who is expected to participate in, or who will obtain a material benefit as a result of,
the proposed issue (except a benefit solely by reason of being a holder of ordinary securities
in the entity) or an associate of that person or those persons.
However,
the Company need not disregard a vote cast in favour of Resolution 2 by: |
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(a) |
a person as a proxy or
attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to
vote on the Resolution in that way; or |
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|
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(b) |
the Chair as proxy or attorney for
a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the
Chair decides; or |
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|
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(c) |
a holder acting solely in a nominee,
trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: |
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(i) |
the
beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate
of a person excluded from voting, on the Resolution; and |
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|
|
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(ii) |
the
holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
Resolution
#3 –
Approval for issue of
Options |
The
Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person
who is expected to participate in, or who will obtain a material benefit as a result of,
the proposed issue (except a benefit solely by reason of being a holder of ordinary securities
in the entity) or an associate of that person or those persons.
However,
the Company need not disregard a vote cast in favour of Resolution 3 by: |
| |
(a) |
a
person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to
the proxy or attorney to vote on the Resolution in that way; or |
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|
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(b) |
the
Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair
to vote on the Resolution as the Chair decides; or |
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|
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(c) |
a
holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following
conditions are met: |
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(i) |
the
beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate
of a person excluded from voting, on the Resolution; and |
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|
|
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(ii) |
the
holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
| NOTICE
OF EXTRAORDINARY GENERAL MEETING |
|
Resolution
#4 –
Approval for issue of
Securities - SPP |
As
set out in the Notice of Extraordinary Meeting, the Company has applied to ASX for a waiver
of Listing Rule 7.3.9 which is being considered by ASX and, if granted, would mean that the
voting exclusion statement would not apply to votes cast in favour of Resolution 4 by persons
eligible to participate in the issue (or their associates), provided however that the Company
will exclude any votes cast:
(a)
if the issue of securities the subject of resolution 4 (being a security purchase plan) is underwritten, by any proposed underwriter
or sub-underwriter of the proposed issue; and
(b)
in favour of Resolution 4 by any investor who may receive shares under any shortfall of the proposed issue (being a security
purchase plan).
The
Company will announce the results of the waiver application as and when received from ASX. If ASX does not grant the waiver of Listing
Rule 7.3.9, the following voting exclusion applies to Resolution 4.
The
Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a person who is expected to participate in, or
who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary
securities in the entity) or an associate of that person or those persons.
However,
the Company need not disregard a vote cast in favour of Resolution 4 by: |
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(a) |
a
person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to
the proxy or attorney to vote on the Resolution in that way; or |
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|
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(b) |
the
Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair
to vote on the Resolution as the Chair decides; or |
| |
|
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(c) |
a
holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following
conditions are met: |
| |
(i) |
the
beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate
of a person excluded from voting, on the Resolution; and |
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|
|
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(ii) |
the
holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
Resolution
#5A to 5C –
Approval for issue of
Securities – Related
Parties |
The
Company will disregard any votes cast in favour of Resolutions 5A to 5C respectively by or
on behalf of a person who is to receive the securities in question and any other person who
will obtain a material benefit as a result of the issue of the securities (except a benefit
solely in the capacity of a holder of ordinary securities in the Company) or an associate
of that person or those persons in respect of Resolutions 5A to 5C respectively.
However,
the Company need not disregard a vote cast in favour of Resolutions 5A to 5C respectively by: |
| |
(a) |
a
person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to
the proxy or attorney to vote on the Resolution in that way; or |
| |
|
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(b) |
the
Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair
to vote on the Resolution as the Chair decides; or |
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|
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(c) |
a
holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following
conditions are met: |
| |
(i) |
the
beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate
of a person excluded from voting, on the Resolution; and |
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|
|
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(ii) |
the
holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
| NOTICE
OF EXTRAORDINARY GENERAL MEETING |
|
Proxy
Instructions
A
Shareholder who is entitled to attend and vote at this meeting may appoint:
| (a) | one
proxy if the Shareholder is only entitled to one vote; and |
| (b) | one
or two proxies if the Shareholder is entitled to more than one vote. |
Where
more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the Shareholder’s voting rights.
If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes,
in which case any fraction of votes will be disregarded.
The
proxy may, but need not, be a member of the Company.
Where
a Shareholder appoints two proxies, on a show of hands, neither proxy may vote if more than one proxy attends and on a poll each proxy
may only exercise votes in respect of those shares or voting rights the proxy represents.
Proxies
may be lodged using any of the following methods:
| - | online
by visiting www.investorvote.com.au |
| - | by
returning a completed Proxy Form by post to: Computershare Investor Services, GPO Box 242,
Melbourne, Victoria, 3001 |
| - | by
faxing a completed Proxy Form to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside
Australia); |
| - | for
intermediary online subscribers only (custodians), submit your voting intentions via www.intermediaryonline.com |
not
less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual named in
the proxy form proposes to vote.
The
proxy form must be signed by the Shareholder (or in the case of a joint holding, by each joint holder) or his/her attorney duly authorised
in writing or, if the member is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation
must be executed in accordance with the laws of that corporation’s place of incorporation.
If
you sign the proxy form and do not appoint a proxy, you will have appointed the Chairman of the meeting as your proxy.
The
appointment of one or more duly appointed proxies will not preclude a Shareholder from attending this meeting and voting personally.
If the Shareholder votes on a resolution, the proxy must not vote as the Shareholder’s proxy on that resolution. A proxy form is
attached to this Notice.
How
the Chairman will vote undirected proxies
Subject
to the restrictions set out in the Notice, the Chairman of the meeting will vote undirected proxies on, and in favour of, all of the
proposed resolutions.
Corporate
Representatives
Any
corporation which is a Shareholder of the Company may appoint a proxy, as set out above, or authorise (by certificate under common seal
or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory
to the Chairperson of the meeting) a natural person to act as its representative at any general meeting.
Corporate
representatives are requested to bring appropriate evidence of appointment as a representative in accordance with the constitution of
the Company. Attorneys are requested to bring the original or a certified copy of the power of attorney pursuant to which they were appointed.
Proof of identity will also be required for corporate representatives and attorneys.
Voting
Entitlement
For
the purposes of section 1074E(2)(g)(i) of theCorporations Act and Regulation 7.11.37 of the Corporations Regulations, the Board has determined
that Shareholders entered on the Company’s Register of Members as at Wednesday 27 December 2023 at 7:00 pm (AEDT) are entitled
to attend and vote at the meeting. Transactions registered after that time will be disregarded in determining the Shareholders entitled
to attend and vote at the meeting.
On
a poll, Shareholders have one vote for every fully paid ordinary share held. Holders of options are not entitled to vote.
In
the case of joint holders of shares, if more than one holder votes at any meeting, only the vote of the first named of the joint holders
in the share register of the Company will be counted.
| EXPLANATORY MEMORANDUM |
|
ALTERITY
THERAPEUTICS LIMITED
ACN
080 699 065
(“the
Company”)
EXTRAORDINARY
GENERAL MEETING
PURPOSE
OF INFORMATION
This
Explanatory Memorandum (“this Memorandum”) accompanies and forms part of the Company’s Notice of the Extraordinary
General Meeting (“Meeting”) to be held at Level 3, 62 Lygon Street, Vic, 3053 on Friday 29 December 2023 at 10:00 am
(AEDT). The Notice of the Extraordinary General Meeting (“the Notice”) incorporates, and should be read together with,
this Memorandum.
| Background
to Resolutions |
On
22 November 2023, the Company announced that it was proposing to undertake a capital raising as described below:
| ● | The
issue of fully paid ordinary shares (Placement Shares) at an issue price of A$0.0035
(0.35 Australian cents)
per Placement Share to raise A$4.8 million (1,342,857,143 Placement Shares) (Placement).
The Placement Shares are to be issued in two tranches as described below: |
| o | 362,462,762
Placement Shares are to be issued between the date of the Notice and the date of the Meeting under the placement capacity available to
the Company under Listing Rule 7.1. The ratification of the prior issue of these Placement Shares is sought under Resolution 1. |
| o | 980,394,381
Placement Shares are to be issued subject to shareholder approval which is sought under Resolution 2. |
These
Placement Shares are to be issued to unrelated sophisticated, professional and other investors exempt from the disclosure requirements
of Ch 6D of the Corporations Act who are clients of MST Financial or other brokers including institutional investors, or which were identified
by the Company as part of its investor relations program.
The
Company also proposes issuing an aggregate of 28,571,428 Placement Shares (with free-attaching options as described below) to related
parties subject to shareholder approval which is sought under Resolutions 5A to 5C. Further details are set out below. These subscriptions
form part of the overall $4.8 million raising amount.
| ● | Placement
Shares are to be accompanied by free-attaching options as described below. The issue of the free- attaching options to unrelated parties
is subject to shareholder approval which is sought under Resolution 3: |
| o | One
free-attaching option (each with an exercise price of A$0.007 (0.7 Australian cents), expiring on 31 August 2024 and which upon exercise
entitle the holder to one (1) fully paid ordinary share in the Company) (Short Term Options) for each Placement Share issued (maximum
1,342,857,143); and |
| o | One
free-attaching option (each with an exercise price of A$0.01 (1 Australian cent), expiring on 31 August 2026 and which upon exercise
entitle the holder to one (1) fully paid ordinary share in the Company) (Short Term Options) for each Placement Share issued (maximum
447,619,048). |
| ● | Directors
of the Company have committed to taking up Placement Shares, Short Term Options and Long Term Options under the Placement on the same
terms as unrelated investors, subject to shareholder approval, for an aggregate of $100,000. In particular, the commitments by Directors
are as follows (noting securities may, subject to shareholder approval, be issued to the Director personally or their nominee(s)): |
| o | Peter
Marks: $25,000 (7,142,857 Placement Shares and Short Term Options, 2,380,952 Long Term Options). Approval for the issue of securities
to Peter Marks (and/or his nominee(s)) is sought under Resolution 5A. |
| o | Brian
Meltzer: $25,000 (7,142,857 Placement Shares and Short Term Options, 2,380,952 Long Term Options).
Approval for the issue of securities to Brian Meltzer (and/or his nominee(s)) is sought under Resolution 5B. |
| EXPLANATORY MEMORANDUM |
|
| o | Lawrence
Gozlan: $50,000 (14,285,714 Placement Shares and Short Term Options, 4,761,905 Long Term Options). Approval for the issue of securities
to Lawrence Gozlan (and/or his nominee(s)) is sought under Resolution 5C. |
The
issue of securities under Resolutions 5A to 5C are in addition to the other securities under the Placement the subject of Resolutions
1 to 3.
| ● | The
issue of fully paid ordinary shares (SPP Shares) at an issue price of A$0.0035 (0.35 Australian
cents) per SPP Share to raise up to A$2 million (571,428,571 SPP Shares) before costs (SPP). SPP
Shares will have equivalent option coverage to Placement Shares, being one Short Term Option for every SPP Share and one Long Term Option
for every three SPP Shares. Accordingly, the Company proposes issuing the following securities under the SPP: |
| o | Up
to 571,428,571 SPP Shares; and |
| o | Up
to 571,428,571 Short Term Options; and |
| o | Up
to 190,476,191 Long Term Options. |
The
price and option coverage under the SPP is equivalent to that offered under the Placement.
Each
eligible shareholder (being shareholders with a registered address in Australia or New Zealand at the record date of 21 November 2023)
will be able to apply for up to A$30,000 of SPP Shares (8,571,429 SPP Shares) with option coverage as described above. The terms of the
SPP are such that the exception in Listing Rule 7.2 Exception 5 does not apply to the SPP. Accordingly the SPP is subject to shareholder
approval which is sought under Resolution 4.
The
Company has applied to ASX for a waiver of Listing Rule 7.3.9 in respect of Resolution 4. Further details are set out in page 6 of the
Notice. The waiver application is expected to be determined by ASX prior to the date of the Meeting. The Company will release the results
of the waiver application as an announcement to ASX once received.
The
use of proceeds from this financing will provide ongoing funding of the Company’s clinical
trials including the ATH434-201 (randomized) and the ATH434-202 (biomarker) studies, continuing discovery and research efforts in neurodegenerative
diseases, including Parkinson’s Disease, and general working capital.
Further
details with respect to the Resolutions are set out below.
| Resolution
1 – Ratification of prior issue of Shares |
Resolution
1 seeks shareholder approval for the purposes of Listing Rule 7.4 and for all other purposes to ratify the prior issue of 362,462,762
Placement Shares to unrelated sophisticated, professional and other investors exempt from the disclosure requirements of Ch 6D of the
Corporations Act who are clients of MST Financial or other brokers including institutional investors, or which were identified by the
Company as part of its investor relations program, at an issue price of A$0.0035 (0.35 Australian cents)
per Placement Share.
The
Placement Shares the subject of Resolution 1 are to be issued under the placement capacity available to the Company under Listing Rule
7.1 between the date of the Notice and the date of the Meeting.
ASX
Listing Rule 7.1 provides that a company must not, subject to specified exceptions including ASX Listing Rule 7.1A, issue or agree to
issue during any twelve (12) month period any equity securities, or other securities with rights to conversion to equity, if the number
of those securities exceeds 15% of the share capital of the Company at the commencement of that twelve (12) month period.
ASX
Listing Rule 7.4 provides that where a company’s shareholders ratify the prior issue of securities, or an agreement to issue securities,
made pursuant to ASX Listing Rule 7.1 (provided the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed
to have been issued or agreed to be issued with shareholder approval for the purposes of ASX Listing Rule 7.1.
The
Company seeks approval under ASX Listing Rule 7.4 to refresh its capacity to make further issues without shareholder
approval under ASX Listing Rule 7.1
| EXPLANATORY MEMORANDUM |
|
If
shareholders approve Resolution 1, the Placement Shares the subject of Resolution 1 will no longer use the placement capacity available
to the Company under ASX Listing Rule 7.1. In addition, if Resolution 1 is approved, the Placement Shares will increase the Company’s
capacity to issue equity securities under ASX Listing Rule 7.1 and, subject to the relevant shareholder approval being held at the time,
ASX Listing Rule 7.1A. If shareholders do not approve Resolution 1, the Placement Shares will continue to use the placement capacity
available to the Company under ASX Listing Rule 7.1.
The
following information is provided in accordance with Listing Rule 7.5:
| ● | The
recipients of Placement Shares are unrelated sophisticated, professional and other investors exempt from the disclosure requirements
of Ch 6D of the Corporations Act who are clients of MST Financial or other brokers including institutional investors, or which were identified
by the Company as part of its investor relations program. |
| ● | The
maximum number of Placement Shares under Resolution 1 is 362,462,762. |
| ● | The
Placement Shares are fully paid ordinary shares that rank equally with the existing fully paid ordinary shares on issue in the Company. |
| ● | The
Placement Shares the subject of Resolution 1 are to be issued between the date of the Notice and the date of the Meeting, and in any
event no more than 3 months after the date of the Meeting. |
| ● | Placement
Shares are being issued at A$0.0035 (0.35 Australian cents)
per Placement Share. |
| ● | The
purpose of the issue of the Placement Shares is to raise funds to provide ongoing funding of the Company’s clinical
trials including the ATH434-201 (randomized) and the ATH434-202 (biomarker) studies, continuing discovery and research efforts in neurodegenerative
diseases, including Parkinson’s Disease, and general working capital. |
| ● | A voting
exclusion as set out in the Notice applies to Resolution 1. |
| Resolution 2 – Approval for issue of Shares |
Resolution
2 seeks shareholder approval for the purposes of Listing Rule 7.1 and for all other purposes to issue 980,394,381 Placement Shares to
unrelated sophisticated, professional and other investors exempt from the disclosure requirements of Ch 6D of the Corporations Act who
are clients of MST Financial or other brokers including institutional investors, or which were identified by the Company as part of its
investor relations program, at an issue price of A$0.0035 (0.35 Australian cents) per Placement
Share.
The
issue of the Placement Shares under Resolution 2 is subject to shareholder approval.
ASX
Listing Rule 7.1 provides that a company must not, subject to specific exceptions, issue or agree to issue during any twelve-month period
any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the
company’s issued share capital at the commencement of the twelve-month period. One circumstance where an action or an issue is
not taken into account in calculating the 15% threshold is where the issue has the prior approval of shareholders at a general meeting.
If
shareholders approve Resolution 2, the Company will be able to issue the number of Placement Shares the subject of Resolution 2. In addition,
if Resolution 2 is approved, the Placement Shares issued will increase the Company’s capacity to issue equity securities under
ASX Listing Rule 7.1 and, subject to the relevant shareholder approval being held at the time, ASX Listing Rule 7.1A. If shareholders
do not approve Resolution 2, the Company will not be able to issue the Placement Shares the subject of Resolution 2.
The
following information is provided in accordance with Listing Rule 7.3:
| ● | The
recipients of Placement Shares will be unrelated sophisticated, professional and other investors exempt from the disclosure requirements
of Ch 6D of the Corporations Act who are clients of MST Financial or other brokers including institutional investors, or which were identified
by the Company as part of its investor relations program. |
| ● | The
maximum number of Placement Shares under Resolution 2 is 980,394,381. |
| EXPLANATORY MEMORANDUM |
|
| ● | The
Placement Shares are fully paid ordinary shares that will rank equally with the existing fully paid ordinary shares on issue in the Company. |
| ● | The
Placement Shares the subject of Resolution 2 are to be issued shortly after the Meeting and in any event no more than 3 months after
the date of the Meeting. |
| ● | Placement
Shares are to be issued at A$0.0035 (0.35 Australian cents)
per Placement Share. |
| ● | The
purpose of the issue of the Placement Shares is to raise funds to provide ongoing funding of the Company’s clinical
trials including the ATH434-201 (randomized) and the ATH434-202 (biomarker) studies, continuing discovery and research efforts in neurodegenerative
diseases, including Parkinson’s Disease, and general working capital. |
| ● | A voting
exclusion as set out in the Notice applies to Resolution 2. |
| Resolution 3 – Approval for issue of Options |
Resolution
3 seeks shareholder approval for the purposes of Listing Rule 7.1 and for all other purposes to issue:
| ● | 1,342,857,143
Short Term Options; and |
| ● | 447,619,048
Long Term Options, |
To
subscribers for Placement Shares as described in Resolutions 1 and 2 on the basis of one Short Term Option for each Placement Share issued
and one Long Term Option for every three Placement Shares issued.
The
issue of Short Term Options and Long Term Options under Resolution 3 is subject to shareholder approval.
ASX
Listing Rule 7.1 provides that a company must not, subject to specific exceptions, issue or agree to issue during any twelve-month period
any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the
company’s issued share capital at the commencement of the twelve-month period. One circumstance where an action or an issue is
not taken into account in calculating the 15% threshold is where the issue has the prior approval of shareholders at a general meeting.
If
shareholders approve Resolution 3, the Company will be able to issue the number of Short Term New Options and Long Term New Options the
subject of Resolution 3. In addition, if Resolution 3 is approved, the issue of shares on exercise of Short Term New Options and/or Long
Term New Options (if any) will increase the Company’s capacity to issue equity securities under ASX Listing Rule 7.1 and, subject
to the relevant shareholder approval being held at the time, ASX Listing Rule 7.1A. If shareholders do not approve Resolution 3, the
Company will not be able to issue the Short Term New Options and/or the Long Term new Options the subject of Resolution 3.
The
following information is provided in accordance with Listing Rule 7.3:
| ● | The
recipients of Short Term Options and Long Term Options will be investors under the Placement as described in Resolutions 1 and 2, being
unrelated sophisticated, professional and other investors exempt from the disclosure requirements of Ch 6D of the Corporations Act who
are clients of MST Financial or other brokers including institutional investors, or which were identified by the Company as part of its
investor relations program. |
| ● | The
maximum number of securities to be issued under Resolution 3 is: |
| o | 1,342,857,143
Short Term Options; and |
| o | 447,619,048
Long Term Options. |
| ● | The
terms of Short Term Options are set out in Annexure A. The terms of Long Term Options are set out in Annexure B. |
| ● | The
Short Term Options and Long Term Options the subject of Resolution 3 are to be issued shortly after the Meeting and in any event no more
than 3 months after the date of the Meeting. |
| ● | The
securities the subject of Resolution 3 are being issued for nil cash as free-attaching to Placement Shares on the basis of one Short
Term Option for each Placement Share issued and one Long Term Option for every three Placement
Shares issued.
|
| EXPLANATORY MEMORANDUM |
|
| ● | The
purpose of the issue is as free-attaching to Placement Shares as described above. Funds raised on exercise of Short Term Options and/or
Long Term Options (if any) will be applied to meeting the working capital requirements of the Company at the time of exercise. |
| ● | A
voting exclusion as set out in the Notice applies to Resolution 3. |
| Resolution
4 – Approval for issue of securities – SPP |
Resolution
4 seeks shareholder approval for the purposes of Listing Rule 7.1 and for all other purposes to issue:
| ● | Up
to 571,428,571 SPP Shares at A$0.0035 (0.35 Australian cents)
per SPP Share; and |
| ● | Up
to 571,428,571 Short Term Options; and |
| ● | Up
to 190,476,191 Long Term Options, |
to
unrelated eligible shareholders (being shareholders with a registered address in Australia or New Zealand at the record date of 21 November
2023) under a security purchase plan (SPP). The price and option coverage under the SPP is equivalent to that offered under the
Placement. Each eligible shareholder will be able to apply for up to A$30,000 of SPP Shares (8,571,429 SPP Shares) with option coverage
as described above.
The
terms of the SPP are such that the exception in Listing Rule 7.2 Exception 5 does not apply to the SPP. Accordingly the SPP is subject
to shareholder approval which is sought under Resolution 4.
The
timetable for the SPP is proposed to be released by the Company following receipt of shareholder approval.
The
Company has applied to ASX for a waiver of Listing Rule 7.3.9 to allow all shareholders (including those who will be eligible to participate
in the SPP) to vote on Resolution 4. The waiver application is expected to be determined by ASX prior to the date of the Meeting. The
Company will release the results of the waiver application as an announcement to ASX once received.
ASX
Listing Rule 7.1 provides that a company must not, subject to specific exceptions, issue or agree to issue during any twelve-month period
any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the
company’s issued share capital at the commencement of the twelve-month period. One circumstance where an action or an issue is
not taken into account in calculating the 15% threshold is where the issue has the prior approval of shareholders at a general meeting.
If
shareholders approve Resolution 4, the Company will be able to issue up to the number of securities the subject of Resolution 4. In addition,
if Resolution 4 is approved, the issue of SPP Shares and, if exercised, shares on exercise of Short Term New Options and/or Long Term
New Options (if any) will increase the Company’s capacity to issue equity securities under ASX Listing Rule 7.1 and, subject to
the relevant shareholder approval being held at the time, ASX Listing Rule 7.1A. If shareholders do not approve Resolution 4, the Company
will not be able to issue the securities the subject of Resolution 4 and the SPP will not proceed.
The
following information is provided in accordance with Listing Rule 7.3:
| ● | The
recipients of the securities the subject of Resolution 4 will be unrelated eligible shareholders (being shareholders with a registered
address in Australia or New Zealand at the record date of 21 November 2023) who subscribe for securities under the SPP. |
| ● | The
maximum number of securities to be issued under Resolution 4 is: |
| o | Up
to 571,428,571 SPP Shares at A$0.0035 (0.35 Australian cents)
per SPP Share; and |
| o | Up
to 571,428,571 Short Term Options; and |
| o | Up
to 190,476,191 Long Term Options. |
| ● | SPP
Shares are fully paid ordinary shares that rank equally with the existing fully paid ordinary shares on issue in the Company. The terms
of Short Term Options are set out in Annexure A. The terms of Long Term Options are set out in Annexure B. |
| EXPLANATORY MEMORANDUM |
|
| ● | The
securities the subject of Resolution 4 are to be issued shortly after the Meeting and in any event no more than 3 months after the date
of the Meeting. |
| ● | The
SPP Shares are being issued at A$0.0035 (0.35 Australian cents)
per SPP Share. The Short Term Options and Long Term Options the subject of Resolution 4 are being issued for nil cash as free-attaching
to SPP Shares on the basis of one Short Term Option for each Placement Share issued and one Long Term Option for every three SPP Shares
issued. |
| ● | The
purpose of the issue of the SPP Shares is to raise funds to be utilised in connection with research and development activities
for the ATH434-201 and ATH434-202 phase 2 studies and to meet working capital requirements. The purpose of the issue of the Short Term
Options and Long Term Options under Resolution 4 is as free-ataching to SPP Shares as described above. Funds raised
on exercise of Short Term Options and/or Long Term Options (if any) will be applied to meeting the working capital requirements of the
Company at the time of exercise. |
| ● | A voting
exclusion as set out in the Notice applies to Resolution 4. As noted above, the Company has applied to ASX for a waiver of
Listing Rule 7.3.9 in respect of Resolution 4. Further details are set out on page 7 of the Notice The waiver application is expected
to be determined by ASX prior to the date of the Meeting. The Company will release the results of the waiver application as an announcement
to ASX once received. |
| Resolutions 5A to
5C – Approval for issue of securities – Related Parties |
Resolutions
5A to 5C seek shareholder approval for the purposes of Listing Rule 10.11, Section 195(4) of the Corporations Act and for all other purposes
to issue the following securities to the named Director (and/or their nominee(s)) on the same terms as unrelated investors under the
Placement:
| o | Peter
Marks: 7,142,857 Placement Shares and Short Term Options and 2,380,952 Long Term Options for a subscription amount of $25,000. Approval
for the issue of securities to Peter Marks (and/or his nominee(s)) is sought under Resolution 5A. |
| o | Brian
Meltzer: 7,142,857 Placement Shares and Short Term Options and 2,380,952 Long Term Options for a subscription amount of $25,000. Approval
for the issue of securities to Brian Meltzer (and/or his nominee(s)) is sought under Resolution 5B. |
| o | Lawrence
Gozlan: 14,285,714 Placement Shares and Short Term Options and 4,761,905 Long Term Options for a subscription amount of $50,000. Approval
for the issue of securities to Lawrence Gozlan (and/or his nominee(s)) is sought under Resolution 5C. |
The
issue of securities under Resolutions 5A to 5C ae in addition to the other securities under the Placement the subject of Resolutions
1 to 3.
Listing
Rules
ASX
Listing Rule 10.11 requires a listed company, subject to the exceptions in ASX Listing Rule 10.12, to obtain shareholder approval prior
to the issue of securities to a party identified in ASX Listing Rule 10.11. Each of the potential participants in the Placement as provided
for in this Resolutions 5A to 5C is a director of the Company and is therefore a related party of the Company for whom prior shareholder
approval is required in accordance with ASX Listing Rule
10.11.1
for the issue of securities.
As
shareholder approval is being sought for the purposes of ASX Listing Rule 10.11 no shareholder approval is required for the purposes
of ASX Listing Rule 7.1.
If
shareholders:
| ● | Approve
all of Resolutions 5A to 5C, the Company will be able to issue the number of securities the subject of Resolutions 5A to 5C to the named
related parties (and/or their nominee(s)). In addition, if The issue of Placement Shares and, if exercised, shares on exercise of Short
Term New Options and/or Long Term New Options (if any) will increase the Company’s capacity to issue equity securities under ASX
Listing Rule 7.1 and, subject to the relevant shareholder approval being held at the time, ASX Listing Rule 7.1A. |
| EXPLANATORY MEMORANDUM |
|
| ● | If
shareholders approve some, but not all, of Resolutions 5A to 5C, the Company will be able to issue the number
of securities the subject of Resolutions 5A to 5C as approved by shareholders to the relevant named related parties (and/or their nominee(s)).
In addition, The issue of Placement Shares and, if exercised, shares on exercise of Short Term New Options and/or Long Term New Options
(if any) will increase the Company’s capacity to issue equity securities under ASX Listing Rule 7.1 and, subject to the relevant
shareholder approval being held at the time, ASX Listing Rule 7.1A. The Company will not however be able to issue the securities the
subject of Resolutions 5A to 5C that are not approved by shareholders. |
| ● | If
shareholders do not approve any of Resolutions 5A to 5C, the Company will not be able to issue the securities the subject of Resolutions
5A to 5C. |
The
following information is provided in accordance with Listing Rule 10.13:
| ● | The
recipients of the securities the subject of Resolutions 5A to 5C are: |
| o | Peter
Marks (Resolution 5A); and |
| o | Brian
Meltzer (Resolution 5B); and |
| o | Lawrence
Gozlan (Resolution 5C), and/or their respective nominee(s). |
| ● | Each
of Peter Marks, Brian Meltzer and Lawrence Gozlan are directors of the Company and therefore parties to whom Listing Rule 10.11.1 applies. |
| ● | The
maximum aggregate number of securities to be issued under Resolutions 5A to 5C is: |
| o | Resolution
5A: 7,142,857 Placement Shares and Short Term Options, 2,380,952 Long Term Options. |
| o | Resolution
5B: 7,142,857 Placement Shares and Short Term Options, 2,380,952 Long Term Options. |
| o | Resolution
5C: 14,285,714 Placement Shares and Short Term Options, 4,761,905 Long Term Options. |
| ● | Placement
Shares are fully paid ordinary shares that rank equally with the existing fully paid ordinary shares on issue in the Company. The terms
of Short Term Options are set out in Annexure A. The terms of Long Term Options are set out in Annexure B. |
| ● | The
securities the subject of Resolutions 5A to 5C are to be issued shortly after the Meeting and in any event no more than 1 month after
the date of the Meeting. |
| ● | The
Placement Shares are being issued at A$0.0035 (0.35 Australian cents)
per Placement Share. The Short Term Options and Long Term Options the subject of Resolutions 5A to 5C are being issued for nil cash as
free-attaching to Placement Shares on the basis of one Short Term Option for each Placement Share issued and one Long Term Option for
every three Placement Shares issued. |
| ● | The
purpose of the issue of the Placement Shares is to raise funds to provide ongoing funding of the Company’s clinical
trials including the ATH434-201 (randomized) and the ATH434-202 (biomarker) studies, continuing discovery and research efforts in neurodegenerative
diseases, including Parkinson’s Disease, and general working capital. The purpose of the issue of
the Short Term Options and Long Term Options under Resolutions 5A to 5C is as free-ataching to Placement Shares as
described above. Funds raised on exercise of Short Term Options and/or Long Term Options (if any) will be applied to meeting the working
capital requirements of the Company at the time of exercise. |
| ● | A voting
exclusion as set out in the Notice applies to Resolutions 5A to 5C. |
Corporations
Act
Section
208 of the Corporations Act provides that a public company must not, subject to certain exceptions, give a financial benefit to a related
party without approval of the members (shareholders) of the company. Section 228 defined a related party for the purposes of Chapter
2E (including section 208) of the Corporations Act to include a director of the Company.
| EXPLANATORY MEMORANDUM |
|
Section
210 of the Corporations Act provides an exception to the requirement to obtain shareholder approval for giving a financial benefit to
a related party where the financial benefit is on terms that would be reasonable if the company and the related party were dealing on
arm’s length terms.
The
Company considers the proposed issue of the securities under Resolutions 5A to 5C are on arm’s length terms. This view was formed
on the basis that the securities the subject of Resolutions 5A to 5C respectively, if and when subscribed for by the named related parties
(and/or their respective nominee(s)), are proposed to be issued on the same terms as offered to unrelated sophisticated and professional
investors under the Placement (refer Resolutions 1, 2 and 3 for further details).
Notwithstanding
the above, it is acknowledged that, although each Director was excluded from and did not participate in any discussion or decision regarding
the issue of securities to them under the Placement, the approval sought under Resolutions 5A to 5C relates to a majority of the Board.
Accordingly, Resolutions 5A to 5C are also being put to shareholders for the purposes of section 195(4) of the Corporations Act such
that shareholders determine the matter.
Note:
all references to currency in the Notice and this Memorandum (including $) are to Australian dollars.
| EXPLANATORY MEMORANDUM |
|
ANNEXURE
A
TERMS
OF SHORT TERM OPTIONS
The
terms of the issue of the Options are:
| 1. | Each
Option entitles the holder to one fully paid ordinary share in the capital of Alterity Therapeutics Limited [ABN 37 080 699 065] (the
Company) (each a Share). |
| 2. | The
Options may be exercised at any time prior to 5.00 pm Melbourne time on 31 August 2024 (Expiry Date). |
| 3. | The
exercise price of the Options is A$0.007 (0.7 Australian cents) each (Exercise Price). |
| 4. | The
Options will not be listed. |
| 5. | The
Options are transferable, subject at all times to the requirements of the Australian Corporations Act 2001 and any other applicable law
or regulation. |
| 6. | To
exercise the Options, each Option holder must duly complete, execute and deliver to the Company an exercise notice in the form provided
to the Option holder or as otherwise acceptable to the Company (Notice of Exercise). Options may be exercised by the Option holder
in whole or in part by completing the Notice of Exercise (or such other form of written notice of exercise acceptable to the Company)
and delivering it to the Company Secretary at its registered office or to its designated registry (which may include delivery or giving
by electronic means), to be received prior to the Expiry Date. The Notice of Exercise must, among other things, state the number of Options
exercised, the consequent number of Shares to be allotted and the identity of the proposed allottee. The Notice of Exercise by an Option
holder must be accompanied by payment (which may be made by electronic funds transfer by prior arrangement in writing with the Company
or its designated registry) in full for the relevant number of Shares being subscribed, being an amount of the Exercise Price per Option
exercised. |
| 7. | All
Shares issued upon the exercise of the Options will rank equally in all respects with the Company’s then issued Shares. The Company will
apply to the Australian Securities Exchange (ASX) for all Shares issued pursuant to the exercise of the Options to be admitted
to quotation. |
| 8. | In
the event of a pro rata entitlements issue to the Company’s shareholders, the Exercise Price shall be reduced in accordance with the
formula set out in ASX Listing Rule 6.22.2. |
| 9. | In
the event of a bonus issue the number of Shares over which the Option is exercisable shall be increased by the number of Shares which
the Option holder would have received if the Option had been exercised before the record date for the bonus issue. |
| 10. | In
the event of any reorganisation of the capital of the Company (including consolidation, subdivisions, reduction or return) prior to the
Expiry Date the rights of an Option holder will be changed to extent necessary to comply with the Listing Rules of the ASX applying to
a reorganisation of the capital at the time of the reorganisation. |
| 11. | There
are no participating rights or entitlements inherent in the Options and an Option holder will not be entitled to participate in new issues
of capital offered to the Company’s shareholders during the term of the Options. However, the Company will if required by the Listing
Rules of ASX send a notice to the Option holder at least 3 business days (or such longer period as the Listing Rules of ASX require)
before the record date of any new issues of capital offered to the Company’s shareholders in order to give the Option holder the
opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue. Notice may be
sent to the last email address advised by the Option holder. |
| 12. | The
Options will not give any right to participate in dividends until Shares are issued pursuant to the exercise of the relevant Options. |
| 13. | The
Options may not be exercised by or on behalf of a person in the United States unless the Options and the underlying Shares have been
registered under the US Securities Act of 1933, as amended, and applicable state securities laws, or exemptions from such registration
requirements are available. |
| EXPLANATORY MEMORANDUM |
|
ANNEXURE
B
TERMS
OF LONG TERM OPTIONS
The
terms of the issue of the Options are:
| 1. | Each
Option entitles the holder to one fully paid ordinary share in the capital of Alterity Therapeutics Limited [ABN 37 080 699 065] (the
Company) (each a Share). |
| 2. | The
Options may be exercised at any time prior to 5.00 pm Melbourne time on 31 August 2026 (Expiry Date). |
| 3. | The
exercise price of the Options is A$0.01 (1 Australian cent) each (Exercise Price). |
| 4. | The
Company may seek quotation (listing) of the Options, subject to meeting the quotation requirements of the Australian Securities Exchange
(ASX). The Options may accordingly be quoted (listed). |
| 5. | The
Options are transferable, subject at all times to the requirements of the Australian Corporations Act 2001 and any other applicable law
or regulation. |
| 6. | To
exercise the Options, each Option holder must duly complete, execute and deliver to the Company an exercise notice in the form provided
to the Option holder or as otherwise acceptable to the Company (Notice of Exercise). Options may be exercised by the Option holder
in whole or in part by completing the Notice of Exercise (or such other form of written notice of exercise acceptable to the Company)
and delivering it to the Company Secretary at its registered office or to its designated registry (which may include delivery or giving
by electronic means), to be received prior to the Expiry Date. The Notice of Exercise must, among other things, state the number of Options
exercised, the consequent number of Shares to be allotted and the identity of the proposed allottee. The Notice of Exercise by an Option
holder must be accompanied by payment (which may be made by electronic funds transfer by prior arrangement in writing with the Company
or its designated registry) in full for the relevant number of Shares being subscribed, being an amount of the Exercise Price per Option
exercised. |
| 7. | All
Shares issued upon the exercise of the Options will rank equally in all respects with the Company’s then issued Shares. The Company will
apply to the ASX for all Shares issued pursuant to the exercise of the Options to be admitted to quotation. |
| 8. | In
the event of a pro rata entitlements issue to the Company’s shareholders, the Exercise Price shall be reduced in accordance with the
formula set out in ASX Listing Rule 6.22.2. |
| 9. | In
the event of a bonus issue the number of Shares over which the Option is exercisable shall be increased by the number of Shares which
the Option holder would have received if the Option had been exercised before the record date for the bonus issue. |
| 10. | In
the event of any reorganisation of the capital of the Company (including consolidation, subdivisions, reduction or return) prior to the
Expiry Date the rights of an Option holder will be changed to extent necessary to comply with the Listing Rules of the ASX applying to
a reorganisation of the capital at the time of the reorganisation. |
| 11. | There
are no participating rights or entitlements inherent in the Options and an Option holder will not be entitled to participate in new issues
of capital offered to the Company’s shareholders during the term of the Options. However, the Company will if required by the Listing
Rules of ASX send a notice to the Option holder at least 3 business days (or such longer period as the Listing Rules of ASX require)
before the record date of any new issues of capital offered to the Company’s shareholders in order to give the Option holder the
opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue. Notice may be
sent to the last email address advised by the Option holder. |
| 12. | The
Options will not give any right to participate in dividends until Shares are issued pursuant to the exercise of the relevant Options. |
| 13. | The
Options may not be exercised by or on behalf of a person in the United States unless the Options and the underlying Shares have been
registered under the US Securities Act of 1933, as amended, and applicable state securities laws, or exemptions from such registration
requirements are available. |
Alterity Therapeutics (PK) (USOTC:PRNAF)
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Alterity Therapeutics (PK) (USOTC:PRNAF)
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