SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2019
Alterity Therapeutics Limited
(Name of Registrant)
Level 3, 460 Bourke Street, Melbourne, VIC 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 x 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 x
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 the Registrant’s Registration Statements on Form F-3 (File No. 333-220886) and Form S-8 (File No. 333-228671).
Alterity Therapeutics Limited
| 6-K | Items |
| 1. | Becoming a substantial holder – Alterity |
SIGNATURES
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 | |||
| (Registrant) | |||
| By: | /s/ Geoffrey Kempler | ||
| Geoffrey Kempler, | |||
| Executive Chairman | |||
April 11, 2019
603 page 1/2 15 July 2001
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
| To Company Name/Scheme |
Alterity Therapeutics Limited (formerly Prana Biotechnology Limited) |
| ACN/ARSN | 080 699 065 |
1. Details of substantial holder (1)
| Name | Alterity Therapeutics Limited |
| ACN/ARSN (if applicable) | 080 699 065 |
| The holder became a substantial holder on | 8 / 4/ 2019 |
2. Details of voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
| Class of securities (4) | Number of securities | Person's votes (5) | Voting power (6) |
| Fully paid ordinary shares | 288,498,110 | 288,498,110 | 33.51% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
| Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities |
| Alterity Therapeutics Limited | Deemed to arise from voluntary escrow under a voluntary restriction agreement between the company and Life Biosciences LLC and lock up letters in respect of shares held by certain directors & the company secretary. | 288,498,110 fully paid ordinary shares |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest | Register holder of securities | Person entitled to be registered as holder (8) | Class and number of securities |
| Alterity Therapeutics Limited | Life Biosciences LLC | Life Biosciences LLC | 269,905,533 fully paid ordinary shares |
| Alterity Therapeutics Limited | Geoffrey Paul Kempler | Geoffrey Paul Kempler | 30,000 fully paid ordinary shares |
| Alterity Therapeutics Limited | Baywick Propriety Limited <The Retail Discretionary A/C> | Baywick Propriety Limited <The Retail Discretionary A/C> | 14,165,000 fully paid ordinary shares |
| Alterity Therapeutics Limited | Crystal Triangle Pty Ltd <GPK Super Fund A/C> | Crystal Triangle Pty Ltd <GPK Super Fund A/C> | 90,000 fully paid ordinary shares |
| Alterity Therapeutics Limited | NRB Developments Pty Ltd [ABN 29 080 699 029] | NRB Developments Pty Ltd [ABN 29 080 699 029] | 2,970,000 fully paid ordinary shares |
| Alterity Therapeutics Limited | Sandhurst Trustees Ltd <JMFG Consol A/C> | Sandhurst Trustees Ltd <JMFG Consol A/C> | 756,000 fully paid ordinary shares |
| Alterity Therapeutics Limited | Navigator Australia Ltd < MLC Investment Sett A/C> | Navigator Australia Ltd < MLC Investment Sett A/C | 326,666 fully paid ordinary shares |
| Alterity Therapeutics Limited | Lampam Pty Ltd [ABN 26 087 675 125] | Lampam Pty Ltd [ABN 26 087 675 125] | 43,111 fully paid ordinary shares |
| Alterity Therapeutics Limited | Shared Office Services Pty Ltd <PHILANNE Super Fund A/C> | Shared Office Services Pty Ltd <PHILANNE Super Fund A/C> | 211,800 fully paid ordinary shares |
603 page 2/2 15 July 2001
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevant interest | Date of acquisition | Consideration (9) | Class and number of securities | |
| Cash | Non-cash | |||
| Alterity Therapeutics Limited | 8 April 2019 | No consideration. | 288,498,110 fully paid ordinary shares | |
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
| n/a | n/a |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
| Alterity Therapeutics Limited | Level 3, 460 Bourke Street, Melbourne, Vic, 3000 |
| Life Biosciences LLC | 75 Park Plaza, 3rd Floor, Boston, MA 02116 USA |
| Geoffrey Paul Kempler | 19 Crotonhurst Avenue, Caulfield North, Vic, 3161 |
| Baywick Propriety Limited <The Retail Discretionary A/C> | 19 Crotonhurst Avenue, Caulfield North, Vic, 3161 |
| Crystal Triangle Pty Ltd <GPK Super Fund A/C> | 19 Crotonhurst Avenue, Caulfield North, Vic, 3161 |
| NRB Developments Pty Ltd [ABN 29 080 699 029] | 19 Crotonhurst Avenue, Caulfield North, Vic, 3161 |
| Sandhurst Trustees Ltd <JMFG Consol A/C> | Level 5, 120 Harbour Esplanade, Docklands, Vic, 3008 |
| Navigator Australia Ltd < MLC Investment Sett A/C> | 19 Crotonhurst Avenue, Caulfield North, Vic, 3161 |
| Lampam Pty Ltd [ABN 26 087 675 125] | Hillyer Riches, 12 Derby Road, Caulfield East, Vic, 3145 |
| Shared Office Services Pty Ltd <PHILANNE Super Fund A/C> | Level 3, 62 Lygon Street, Carlton, Vic, 3053 |
Signature
| print name | Phillip Hains | capacity | Company Secretary |
sign here |
|
date |
11/4/2019
|
