Full Press Release Details
ALTERITY THERAPEUTICS LIMITED
This prospectus (Prospectus)
contains the following offers of options (New Options) (each with an exercise price of A$0.028 (2.8 Australian cents), expiry date
of 26 February 2027 and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company (Share):
The Placement Offer and Broker Offer
are collectively the Offers. The issue of the New Options was approved by the shareholders of the Company at the general meeting
on 31 March 2025 (Meeting).
The Offers are only made to and capable
of acceptance by the respective identified parties. Further details of the Offers are contained within this Prospectus.
earlier the Offers close at 7:00pm (Melbourne time) on 22 April 2025, which date may change without notice.
THIS DOCUMENT IS IMPORTANT AND SHOULD
BE READ IN ITS ENTIRETY
that you read this Prospectus carefully before deciding whether to accept an Offers (or any of them). If you do not understand its contents
you should consult your stockbroker, accountant or other professional adviser.
The securities offered under this
Prospectus are considered highly speculative
ALTERITY THERAPEUTICS LIMITED
Geoffrey Kempler - Non-Executive
Lawrence Gozlan - Non-Executive Director
Peter Marks - Non-Executive Director
Brian Meltzer - Non-Executive Director
Chief Executive Officer
Company Secretary and Chief Financial
Level 14, 350 Collins Street
Tel: +61 3 9349 4906
Share Registrar (named for information
Level 5, 191 St Georges Terrace
reports, shareholder and company information, news announcements, background information on the Company's business and historical
information, visit https://alteritytherapeutics.com/.
This prospectus (Prospectus)
is dated 17 April 2025. A copy of this Prospectus was lodged with the Australian Securities & Investments Commission (ASIC)
on the same date. Neither ASIC nor ASX Limited (ASX) nor their respective officers take any responsibility as to the contents of
Subject to the Corporations Act
2001 (Cth) (Corporations Act), the ASX Listing Rules and other applicable laws, the Company reserves the right to close the
Offers (or either of them) early, to extend the Closing Date in respect of one or both of the Offers and/or any other dates (by making
an announcement of the extension to ASX), or not to proceed with the Offers (or either of them).
Unless closed earlier, the Offers
close at 7:00pm (Melbourne time) on 22 April 2025 (Closing Date), which date may change, in respect of one or both of the Offers, without
This Prospectus is for offers of options
to acquire continuously quoted securities (the New Options) and accordingly is not required by the Corporations Act to contain all the
information normally required to be set out in a document of this type. This Prospectus contains and applies to the Offers of New Options.
This Prospectus incorporates by reference
certain information contained in documents lodged with ASIC. A document incorporated by reference in this Prospectus in this manner may
be obtained free of charge from the Company during the application period.
The Company has adopted a target market
determination (TMD) for each of the respective Offers. The TMDs are available at the website of the Company, www.alteritytherapeutics.com.
By making an application under one or both of the Offers, an investor warrants that they have read and understood the applicable TMD and
that they meet the eligibility criteria of, and fall within the target markets set out in, that TMD.
No person is authorised to give any
information or make any representation in connection with this Prospectus that is not contained in this Prospectus. Any information or
representation not so contained may not be relied on as having been authorised by the Company in connection with the offer of securities.
This Prospectus does not constitute
an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of this Prospectus
in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should observe any
of those restrictions. Any failure to comply with the restrictions may constitute a violation of applicable securities law.
been taken to register or qualify the Offers or the New Options or otherwise to permit a public offering of the securities offered under
this Prospectus, in any jurisdiction outside Australia.
The New Options have not been, and
will not be, registered under the United States Securities Act of 1933 and should not be offered or sold within the USA.
No account has been taken of particular
objectives, financial situation or needs of recipients of this Prospectus. Recipients of this Prospectus should have regard to their own
objectives, financial situation and needs. Recipients of this Prospectus should make their own independent investigation and assessment
of the Company, its business, assets and liabilities, prospects and profits and losses, and risks associated with investing. Independent
expert advice should be sought before any decision is made to apply for New Options under this Prospectus.
All monetary amounts in this Prospectus
are in Australian dollars unless otherwise stated.
All dates and times are dates and times
in Melbourne, Victoria, Australia unless otherwise stated.
The securities offered under this Prospectus are considered highly speculative.
| Lodgement of Prospectus | 17 April 2025 | |||
| Opening date of Offers | 17 April 2025 | |||
| Closing Date of the Offers at 7.00pm (Melbourne time), unless closed earlier | 22 April 2025 | |||
| Proposed issue of New Options | 23 April 2025 |
| 1. | Details of the Offers | 8 |
| 2. | Purpose of the Offers and this Prospectus | 9 |
| 3. | Financial effect of the Offers | 9 |
| 4. | Effect on Control and the Capital Structure of the Company | 10 |
| 5. | Risks | 11 |
| 6. | Acceptance Instructions | 14 |
| 7. | Continuous Disclosure Obligations | 14 |
| 8. | ASX Announcements | 16 |
| 9. | Terms of securities offered | 17 |
| 10. | Director's interests | 19 |
| 11. | Taxation | 20 |
| 12. | Overseas Investors | 20 |
| 13. | Privacy | 20 |
| 14. | Electronic Prospectus | 21 |
| 15. | Investment Decisions | 21 |
| 16. | Future Performance | 21 |
| 17. | Enquiries | 21 |
KEY INVESTMENT RISKS - SUMMARY
Please read and consider this Prospectus
in full and in conjunction with matters which have or may be referred to in the Company's ASX announcements before applying for
Section 5 of this Prospectus contains
an overview of some of the key risks associated with investment in the Company, including risks associated with the Offers as set out
The Company provided detailed disclosure
of business risk factors in its item 3.D of its 2024 Annual Report for the reporting period ended 30 June 2024 that was released to ASX
on 26 September 2024. The 2024 Annual Report has been lodged with ASIC and item 3.D of the 2024 Annual Report is incorporated by reference
into this Prospectus in accordance with Section 712 of the Corporations Act.
A copy of the 2024 Annual Report including
item 3.D is available at www.asx.com.au (search code "ATH") and can be obtained from the Company upon request.
A selection of risk factors as described
in item 3.D of the 2024 Annual Report are set out below:
Further details of the above risk factors,
as well as information regarding additional business risk factors that may impact upon the Company, are set out in item 3.D of the 2024
Annual Report as described above.
ABOUT THE OFFERS - SUMMARY
summary provides only a limited overview of the Offers made under this Prospectus. Further details are set out in this Prospectus. Please
read and consider this Prospectus in full before making any decision regarding seeking to accept the Offers or otherwise investing in
| Topic | Summary | For more information see: | ||
| Placement Offer | ||||
| What is the Placement Offer? | An offer of an aggregate of 1,212,121,223 New Options to subscribers for Shares under the Placement on the basis as described in Section 1.1. The issue of these New Options was approved by shareholders of the Company at the Meeting. No funds will be raised under the Placement Offer. | Sections 1.1 and 1.2 | ||
| What is the purpose of the Placement Offer? | The purpose of the Placement Offer is to facilitate the issue of the New Options as approved by shareholders at the Meeting and, in particular, to facilitate the secondary trading of Shares issued on exercise of New Options, if any, and the secondary trading of New Options if quotation (listing) of the New Options is granted by ASX. | Sections 1.2 and 2. | ||
| Who can apply under the Placement Offer? | The Placement Offer is only made to and capable of acceptance by subscribers for Shares under the Placement on the basis described in Section 1.1. The Company will provide a personalised application form to eligible investors to participate under the Placement Offer. | Sections 1.1 and 6 | ||
| What are the terms of New Options? | Each New Option has an exercise price of A$0.028 (2.8 Australian cents), expiry date of 26 February 2027 and upon exercise entitle the holder to one Share. The full terms of New Options are set out in Section 9.1. | Sections 1.1, 1.2 and 9.1 | ||
| Broker Offer | ||||
| What is the Broker Offer? | An offer of 10,179,688 New Options to MST Financial (and/or its nominee(s)) as part fees for MST Financial acting as the lead manager of the Placement as described in section 1.1. The issue of the New Options was approved by shareholders at the Meeting. No funds will be raised under the Broker Offer. | Sections 1.1 and 1.2 | ||
| What is the purpose of the Broker Offer? | The purpose of the Broker Offer is to facilitate the issue of the New Options as approved by shareholders at the Meeting and, in particular, to facilitate the secondary trading of Shares issued on exercise of New Options, if any, and the secondary trading of New Options if quotation (listing) of the New Options is granted by ASX. | Sections 1.2 and 2. | ||
| Who can apply under the Broker Offer? | The Broker Offer is only made to and capable of acceptance by MST Financial (and/or its nominee(s)). The Company will provide a personalised application form to eligible investors to participate under the Broker Offer. | Sections 1.1 and 6 |
| Topic | Summary | For more information see: | ||
| What are the terms of New Options? | Each New Option has an exercise price of A$0.028 (2.8 Australian cents), expiry date of 26 February 2027 and upon exercise entitle the holder to one Share. The full terms of New Options are set out in Section 9.1. | Sections 1.1, 1.2 and 9.1 | ||
| General | ||||
| Are there risks associated with investment in the Company? | There are risks associated with investment in the Company. These include risks relating to the New Options, risks relating to the Company and risks associated with financial investment generally. Please carefully consider the risks and the information contained in this Prospectus in conjunction with any specific matters which have or may be referred to in the Company's ASX announcements (www.asx.com.au, search code "ATH") before applying for or acquire New Options or otherwise investing in the Company. | Section 5 | ||
| What are the taxation implications of receiving New Options? | Taxation implications will vary depending upon the specific circumstances of the investor. You should obtain professional advice as to the taxation treatment applicable to you. | Section 11 | ||
| Where can I find more information? | For more information on the Company please see the Company's website (www.alteritytherapeutics.com) or the Company's ASX announcements (available on the ASX's website www.asx.com.au, search code "ATH"). | Sections 7, 8 and 17 | ||
| What if I have questions? | You should consult your stockbroker, accountant, solicitor or other professional adviser before deciding to apply for Options. Questions concerning the Offers can be directed to the Company by email to: info@alteritytherapeutics.com. | Section 17 |
The New Options are offered as follows:
offered New Options was approved by the shareholders of the Company at the Meeting on 31 March 2025.
Each of the Offers is only made to and
capable of acceptance by the respective identified parties. The Company will provide a personalised application form to identified parties
to participate in the Offers (or either of them).
On 10 February 2025, the Company announced
it had received binding commitments for a capital raising of A$40 million before costs via a placement of an aggregate of 3,636,363,636