ALTERITY THERAPEUTICS LIMITED [ACN 080 699 065] ("the Company") PROSPECTUS An offer for the issue of: up to an aggregate of 571,428,571 fully paid ordinary shares ( SPP Shares ) at an issue price of $0.0035 (0.35 cents)

ALTERITY THERAPEUTICS

An offer for the issue of:

to Eligible Shareholders under a security

purchase plan to raise up to $2 million before costs (SPP Offer). Each Eligible Shareholder may apply for up to a maximum of 8,571,429

SPP Shares ($30,000) (together with free-attaching Short Dated Options and Long Dated Options) under the SPP Offer.

The SPP Offer opens at 9am on (Melbourne

time) on Wednesday, 10 January 2024 and closes at 5pm (Melbourne time) on Thursday, 25 January 2024, which dates may change without notice.

important and should be read in its entirety

It is important that you read this Prospectus

carefully before deciding to accept the SPP Offer described in this Prospectus. If you do not understand its contents you should consult

your stockbroker, accountant or other professional adviser.

securities offered under this Prospectus are considered speculative

ALTERITY THERAPEUTICS LIMITED

Geoffrey Kempler - Non-Executive Chairman

Lawrence Gozlan - Non-Executive Director

Peter Marks - Non-Executive Director

Brian Meltzer - Non-Executive Director

Chief Executive Officer

Chief Financial Officer

Level 3, 62 Lygon Street

Carlton Victoria 3053

Tel: +61 3 9824 5254

Computershare Investor Services Pty Ltd

Yarra Falls, 452 Johnston Street

Abbotsford Victoria 3067

To view annual 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 29

December 2023. 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 this Prospectus.

The SPP Offer under this Prospectus close at 5pm

(Melbourne time) on Thursday, 25 January 2024, which date may change without notice. Subject to the Corporations Act, the ASX Listing

Rules and other applicable laws, the Company reserves the right to close the SPP Offer early, to extend the Closing Date and/or any other

dates, or not to proceed with the SPP Offer described in this Prospectus.

This Prospectus is for an offer of continuously

quoted securities (being the SPP Shares) and options over continuously quoted securities (being the Short Dated Options and the Long Dated

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. The Prospectus contains and applies to the offer of SPP Shares, Short Dated Options and Long Dated Options under the SPP

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 determinations

(TMD) under which the Company identifies the target market for the offer of Short Dated Options and Long Dated Options under this

Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market as set out in the TMD

available on the website of the Company (www.alteritytherapeutics.com.au).

By making an application under the SPP Offer,

an investor warrants they have read and understood the TMD and that they fall within the target market set out in the 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 SPP Offer of SPP Shares.

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. Persons resident in countries outside Australia

and New Zealand should consult their professional advisers as to whether any governmental or other consents are required or whether formalities

need to be observed to enable them to acquire securities and observe such restrictions and requirements. Any failure to comply with such

restrictions may constitute a violation of applicable securities laws. Payment by BPAY 1

or EFT or return of a duly completed personalised application form will be taken by the Company to constitute a representation that there

has been no breach of such requirements.

No action has been taken to register or qualify

the SPP Offer or the SPP Shares, Short Dated Options and Long Dated Options, or otherwise to permit a public offering of the SPP Shares,

Short Dated Options and/or Long Dated Options, in any jurisdiction outside Australia. The SPP Shares, Short Dated Options and/or Long

Dated Options have not been, and will not be, registered under the United States Securities Act of 1933 and should not be offered or sold

No count 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 SPP Shares, Short Dated Options and/or Long Dated Options.

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.

The above dates should be regarded as indicative

only and may change without notice. All dates and times are Melbourne, Victoria, Australia time. Subject to the Corporations Act 2001

(Cth), the ASX Listing Rules and other applicable laws, the Company reserves the right to change the above dates, close the SPP Offer

before the date stated above, extend the Closing Date and subsequent dates or not proceed with the SPP Offer. The Company reserves the

right to extend the Closing Date by making an announcement of the extension to ASX. No securities will be issued on the basis of this

Prospectus after 29 January 2025, being the expiry date of this Prospectus.

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 securities

under the SPP Offer. 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 SPP Offer as set out below:

The Company provided detailed disclosure of business

risk factors in its item 3.D of its 2023 Annual Report for the reporting period ended 30 June 2023 that was released to ASX on 31 August

2023. The 2023 Annual Report has been lodged with ASIC and item 3.D of the 2023 Annual Report is incorporated by reference into this Prospectus

in accordance with Section 712 of the Corporations Act. A copy of the 2023 Annual Report including item 3.D is available at www2.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 2023 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 2023 Annual

Report as described above.

ABOUT THE SPP OFFER - SUMMARY

The following summary provides only a limited

overview of the SPP Offer being made by the Company. Further detail is set out in this Prospectus. Please read and consider this Prospectus