INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Kazia Therapeutics Limited (the “Company”) plans to change the ratio of its American Depositary Shares (“ADSs”) to Ordinary Shares from one (1) ADS representing ten (10) Ordinary Shares to one (1) ADS representing one hundred (100) Ordinary Shares (the “ADS Ratio Change”).
There will be no change to our underlying Ordinary Shares, and no Ordinary Shares will be issued or cancelled in connection with the ADS Ratio Change. The effect of the ratio change on the ADS trading price on the Nasdaq Capital Market is expected to take place at the opening of business on October 28, 2024. Following the ADS Ratio Change, our ADSs will continue to be traded on the Nasdaq Capital Market under the ticker symbol “KZIA.”
No fractional new ADSs will be issued in connection with the ADS Ratio Change. Instead, fractional entitlements to the new ADSs will be aggregated and sold by the depositary bank, and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes, and expenses) will be distributed to the applicable ADS holders by the depositary bank.
As a result of the ADS Ratio Change, the ADS price is expected to increase proportionally, although the Company can give no assurance that the ADS price after the ADS Ratio Change will be equal to or greater than ten times the ADS price before the ADS Ratio Change.
The Company’s Board of Directors approved the ADS Ratio Change with the objective of regaining compliance with the minimum bid price of $1.00 per share as outlined in the Nasdaq Listing Rules. The Company has until November 18, 2024 to regain compliance. The Company can give no assurance that this event will result in the company meeting Nasdaq’s minimum bid price requirement.
The Company hereby incorporates by reference the information contained herein into the Company’s registration statements on Form F-3 (File No. 333-276091 and 333-281937).
Forward-Looking Statements
Certain statements in this Report on Form 6-K- that are forward-looking and not statements of historical fact are 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 forwardlooking statements, including, but not limited to, statements regarding: the timing for results and data related to Kazia’s clinical and preclinical trials, Kazia’s strategy and plans with respect to its programs, including paxalisib and EVT801, the potential benefits of paxalisib as an investigational PI3K/mTOR inhibitor, timing for any regulatory submissions or discussions with regulatory agencies, the potential market opportunity for paxalisib, and the ADS Ratio Change. 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, 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 United States Securities and Exchange Commission (the “SEC”), and in subsequent filings with the SEC. 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 report.
