SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of December 2020
Alterity Therapeutics Limited
(Name of Registrant)
Level 3, 460 Bourke Street, Melbourne, VIC 3000, Australia
(Address of principal executive offices)
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ____________
This Form 6-K is being incorporated by reference into our Registration Statements on Form S-8 (Files No. 333-251073, 333-248980 and 333-228671) and our Registration Statements on Form F-3 (Files No. 333-249311, 333-231417 and 333-250076).
Alterity Therapeutics Limited
(a development stage enterprise)
On December 16, 2020 the Company entered into an amendment to the At Market Issuance Sales Agreement, dated October 16, 2016, as amended on November 8, 2017 with B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.), or B. Riley Securities, and JonesTrading Institutional Services LLC, or JonesTrading, or the Sales Agreement, under which the Company may issue and sell American Depositary Shares (the “ADSs”) for up to $50,000,000 of its ordinary shares (the “Shares”) from time to time pursuant to a Prospectus Supplement through B. Riley Securities and JonesTrading acting as Agents.
Subject to the terms and conditions of the Sales Agreement, the Agents will use their commercially reasonable efforts to sell the ADSs from time to time, based upon the Company’s instructions. The Company has provided the Agents with customary indemnification rights and the Agents will be entitled to a commission at a fixed commission rate of up to 3.0% of the gross sales price per shares sold.
Sales of the ADSs under the Sales Agreement may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act Regulations.
The Shares will be issued pursuant to the Company’s previously filed and effective Registration Statement on Form F-3 (File No. 333-249311). On October 5, 2020, the Company filed a base Prospectus (which became effective on October 9, 2020) and on December 16, 2020, the Company filed a Prospectus Supplement relating to the offering of up to US$50,000,000 in ADSs with the Securities and Exchange Commission. This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares or the ADSs in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Amendment No. 2 to At Market Issuance Sales Agreement is filed as Exhibit 1.3 to this Report. The description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement filed herewith as an exhibit to this Report.
The opinion of the Company’s counsel regarding the validity of the Shares that will be issued pursuant to the Prospectus Supplement is filed herewith as Exhibit 5.1.
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.
|Alterity Therapeutics Limited|
|/s/Geoffrey P. Kempler|
|By: Geoffrey P. Kempler|
Date: December 16, 2020