| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Kazia Therapeutics Limited (Name of Issuer) |
American Depositary Shares (Title of Class of Securities) |
48669G105 (CUSIP Number) |
01/10/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 48669G105 |
| 1 | Names of Reporting Persons Alumni Capital LP, 87-3893017 | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 558,918.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
(1) Represents 553,440 ADSs held by Alumni Capital LP ("Alumni Capital") and 5,478 ADSs underlying presently exerciseable pre-funded warrants, and it excludes (i) 774,415 ADSs underlying pre-funded warrants that cannot be issued if, after giving effect to such issuance after exercise, Alumni (together with its affiliates) would beneficially own in excess of 9.99% of the number of ADSs outstanding immediately after giving effect to the exercise (the "Exercise Blocker"), and (ii) 1,598,715 ADSs underlying warrants that cannot be issued due to the Exercise Blocker. Without the 9.99% Exercise Blockers noted in this Schedule 13G, Alumni Capital LP would be deemed to beneficially own 1,598,715 ADSs.
(2) Based on 5,589,294 ADSs outstanding plus 5,478 ADSs issuable upon exercise of presently exerciseable pre-funded warrants.
SCHEDULE 13G |
| CUSIP No. | 48669G105 |
| 1 | Names of Reporting Persons Alumni Capital GP LLC (1) 87-3998289 | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 558,918.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) Alumni Capital GP LLC is the general partner of Alumni Capital LP and in that capacity has voting and dispositive power over securities owned by Alumni Capital LP. Alumni Capital GP LLC does not itself own any securities of the issuer.
(2) Represents 553,440 ADSs held by Alumni Capital LP ("Alumni Capital") and 5,478 ADSs underlying presently exerciseable pre-funded warrants, and it excludes (i) 774,415 ADSs underlying pre-funded warrants that cannot be issued if, after giving effect to such issuance after exercise, Alumni (together with its affiliates) would beneficially own in excess of 9.99% of the number of ADSs outstanding immediately after giving effect to the exercise (the "Exercise Blocker"), and (ii) 1,598,715 ADSs underlying warrants that cannot be issued due to the Exercise Blocker. Without the 9.99% Exercise Blockers noted in this Schedule 13G, Alumni Capital LP would be deemed to beneficially own 1,598,715 ADSs.
(3) Based on 5,589,294 ADSs outstanding plus 5,478 ADSs issuable upon exercise of presently exerciseable pre-funded warrants.
SCHEDULE 13G |
| CUSIP No. | 48669G105 |
| 1 | Names of Reporting Persons Ashkan Mapar (1) [xx-xxxxxxx] | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 558,918.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(1) Ashkan Mapar is the manager of Alumni Capital GP LLC, which is the general partner of Alumni Capital LP and in that capacity has voting and dispositive power over securities owned by Alumni Capital LP. Ashkan Mapar does not himself own any securities of the issuer.
(2) Represents 553,440 ADSs held by Alumni Capital LP ("Alumni Capital") and 5,478 ADSs underlying presently exerciseable pre-funded warrants, and it excludes (i) 774,415 ADSs underlying pre-funded warrants that cannot be issued if, after giving effect to such issuance after exercise, Alumni (together with its affiliates) would beneficially own in excess of 9.99% of the number of ADSs outstanding immediately after giving effect to the exercise (the "Exercise Blocker"), and (ii) 1,598,715 ADSs underlying warrants that cannot be issued due to the Exercise Blocker. Without the 9.99% Exercise Blockers noted in this Schedule 13G, Alumni Capital LP would be deemed to beneficially own 1,598,715 ADSs.
(3) Based on 5,589,294 ADSs outstanding plus 5,478 ADSs issuable upon exercise of presently exerciseable pre-funded warrants.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Kazia Therapeutics Limited | |
| (b) | Address of issuer's principal executive
offices: Three International Towers Level 24, 300 Barangaroo Avenue Sydney NSW 2000 | |
| Item 2. | ||
| (a) | Name of person filing: Alumni Capital LP (1)
Alumni Capital GP LLC (1)
Ashkan Mapar, Manager of Alumni Capital GP LLC (1) | |
| (b) | Address or principal business office or, if
none, residence: The address for the principal business office of each of Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar is:
80 S.W. 8TH Street
Suite 2000
Miami, FL 33131 | |
| (c) | Citizenship: Alumni Capital LP, Delaware limited partnership
Alumni Capital GP LLC, Delaware limited liability company
Ashkan Mapar, USA | |
| (d) | Title of class of securities: American Depositary Shares | |
| (e) | CUSIP No.: 48669G105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 558,918 (2) | |
| (b) | Percent of class: 9.99% (3) % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 558,918 shares of Common Stock (1)(2) | ||
| (ii) Shared power to vote or to direct the
vote: 0 shares | ||
| (iii) Sole power to dispose or to direct the
disposition of: 558,918 shares of Common Stock (1)(2) | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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. |
|
|
|
|
|
|
Exhibit
Information |
1. Agreement of Joint Filing |