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ASX RELEASE 11 October 2023 KAZIA ANNOUNCES VOLUNTARY DELISTING FROM ASX Sydney, 11 October 2023 - Kazia Therapeutics Limited (ASX:KZA, NASDAQ:KZIA) ( Kazia or the Company ), an oncology-focused drug development company,

Key Takeaway: Kazia Therapeutics Limited announced its intention to voluntarily delist from the Australian Securities Exchange (ASX). The company has submitted a formal application for this delisting, citing costs and administrative burdens as key considerations. While it will maintain its listing on NASDAQ, shareholders need to be aware of how they can sell their shares post-delist. The Board emphasizes that the change is in the best interest of the company and its shareholders.

Market Sentiment Analysis

POSITIVE FACTORS

  • Kazia maintains its NASDAQ listing, ensuring continued market access.
  • The decision to delist from ASX aims to reduce costs and administrative burden.
  • Shareholders will be notified of the procedures for selling shares on NASDAQ.

CONCERNS & RISKS

  • The voluntary delisting may be seen as a disadvantage by some shareholders, particularly minorities.
  • Shareholders will have to adapt to potential changes in how they sell and manage their shares.
  • Continuing regulatory obligations under both ASX and NASDAQ may add complexity.

Full Press Release Details

KAZIA ANNOUNCES VOLUNTARY DELISTING FROM ASX
Sydney, 11 October 2023 - Kazia Therapeutics Limited (ASX:KZA, NASDAQ:KZIA) (Kazia or the Company), an
oncology-focused drug development company, announces its intention to de-list from the Australian Securities Exchange (ASX).
Kazia advises that it has submitted a formal
application to the ASX to be removed from the official list of the ASX (Official List) in accordance with ASX Listing Rule 17.11 (Delist or the Delisting). This formal request follows the receipt of in-principle advice from the ASX in relation to the proposed Delisting, subject to the satisfaction of the conditions set out below.
The Board has ultimately determined that the costs, administrative burden and commercial disadvantages of remaining listed on ASX outweigh any benefits of a
continued ASX listing. Following the Delisting, the Company will maintain its listing on the NASDAQ and the fully paid ordinary shares in the Company (Shares) will no longer be quoted on the ASX. Further details regarding the reasons for and
consequences of the Delisting are set out below.
Reasons for seeking removal from the Official List
The Board considers that it is in the best interests of the Company and its shareholders for the Company to Delist for the following reasons.
Arrangements for sale of Shares
The Company will notify shareholders whose securities are held on the Company s Australian principal share register of the time and date at which the
Company will be removed from the Official List shortly and inform those shareholders that if they wish to sell their securities on ASX they will need to do so before that date and if they don t do so, they will only be able to sell their
securities on-market on NASDAQ. The Company will also inform those shareholders generally what they will need to do if they wish to sell their securities on NASDAQ.
No change will occur to the quotation and trading of the Company s securities on NASDAQ because of the removal from the Official List.
Consequences for the Company and its shareholders
consequences for the Company and its shareholders if the Company is removed from the Official List of the ASX are set out below.
As an unlisted disclosing entity, the Company
will still be required to give continuous disclosure of material matters in accordance with the Corporations Act by filing notices with ASIC under section 675 of the Corporations Act and the Company will still be required to lodge annual audited and
half-yearly financial statements in accordance with the requirements of the Corporations Act. However, if the Company ceases to be an unlisted disclosing entity there will be no ongoing requirement for the Company to give continuous disclosure of
material matters under section 675, or lodge half-yearly financial statements reviewed by an auditor, but as a public company it will continue to be required to lodge annual audited financial statements. In addition, the Company notes that it will
also be required to fulfill its public reporting obligations under US securities laws as a US public company and, while its securities are listed on NASDAQ, its disclosure obligations under applicable NASDAQ listing rules;
Some shareholders may consider that the reduction of obligations associated
with an ASX listing is a disadvantage, including minority shareholders. While there will be differences in the regulatory regimes before and after the Delisting, minority shareholders will continue to benefit from the protections in the Corporations
Act, such as in relation to the alteration of shareholder rights, financial reporting obligations and holding annual meetings of shareholders. Shareholders will also have protections because of US securities laws and applicable NASDAQ listing rules.
ASX s in-principle decision to approve the Delisting is subject to the Company s compliance with the following conditions imposed by ASX under Listing Rule 17.11 and Guidance Note 33:
Importantly, Kazia shareholder approval is not required for the Delisting.
Arrangements to enable shareholders to sell their Shares or convert them to ADSs
In relation to the Delisting, the Company has established a voluntary ADS conversion facility pursuant to which shareholders may elect to convert their Shares
to ADSs. The company will bear the fees associated with the ADS conversion.
Kazia will release additional documents that provide more information about
the Delisting Facilities, including information and any relevant forms for shareholders in connection with the Delisting.
Remedies available to
If a shareholder of the Company considers the removal from the Official List to be contrary to the interests of the shareholders of the
Company as a whole or oppressive to, unfairly prejudicial to, or unfairly discriminatory against a shareholder or shareholders, it may apply to the court for an order under Part 2F.1 of the Corporations Act. Under section 233 of the Corporations
Act, the court can make any order that it considers appropriate in relation to the Company, including an order that the Company be wound up or an order regulating the conduct of the Company s affairs in the future.
If a shareholder of the Company considers that the removal form the Official List involves unacceptable circumstances , it may apply to the
Takeovers Panel for a declaration of unacceptable circumstances and other orders under Part 6.10 Division 2 Subdivision B of the Corporations Act (refer also to Guidance Note 1: Unacceptable Circumstances issued by the Takeovers Panel). Under
section 657D of the Corporations Act, if the Takeovers Panel has declared circumstances to be unacceptable, it may make any order that it thinks appropriate to protect the rights or interests of any person or group of persons, where the Takeovers
Panel is satisfied that those rights or interests are being affected, or will be or are likely to be affected, by the circumstances.
The proposed timetable for the satisfaction of conditions and the expected date of removal of the Company from the Official List are as follows:
Event Indicative Date*
Notification of intention to delist 11 October 2023
Despatch of letters and ADS Conversion Facility election forms to shareholders 12 October 2023
Closing Date: Participation in ADS Conversion Facility 10 November 2023
Last day for trading of the Company s Shares on ASX 10 November 2023
Completion of removal of the Company from the Official List of the ASX 14 November 2023
Shares may continue to be traded on ASX up until the last trading day, after which trading will be suspended until the Delisting on the next trading day.
This announcement was authorised for release by the Board.
Company Matters Pty Limited
Therapeutics Limited
Kazia Therapeutics Limited (NASDAQ: KZIA; ASX: KZA) is an oncology-focused drug
development company, based in Sydney, Australia.
Our lead program is paxalisib, a brain-penetrant inhibitor of the PI3K / Akt / mTOR pathway, which
isbeing developed to treat multiple forms of brain cancer. Licensed from Genentech in late 2016, paxalisib is or has been the subject of ten clinical trials in this disease. A completed Phase II study in glioblastoma reported promising signals of
clinical activity in 2021, and a pivotal study in glioblastoma, GBM AGILE, is ongoing, with final data expected in CY2023. Other clinical trials are ongoing in brain metastases, diffuse midline gliomas, and primary CNS lymphoma, with several of
these havingreported encouraging interim data.
Paxalisib was granted Orphan Drug Designation for glioblastoma by the US FDA in February 2018, andFast
Track Designation (FTD) for glioblastoma by the FDA in August 2020. Paxalisib was also awarded (FTD) in July 2023 for the treatment of solid tumour brain metastases harbouring PI3K pathway mutations in combination with radiation therapy. In
addition, paxalisib was granted Rare Pediatric Disease Designation and Orphan Drug Designation by the FDA for diffuse intrinsic pontine glioma in August2020, and for atypical teratoid / rhabdoid tumours (AT/RT) in June 2022 and July 2022,
Kazia is also developing EVT801, a small-molecule inhibitor of VEGFR3, which was licensed from Evotec SE in April 2021. Preclinical data
has shown EVT801 to be active against a broad range of tumour types and has provided compelling evidence of synergy with immuno-oncology agents. A Phase I study commenced recruitment in November 2021.
For more information, please visit
Forward-Looking Statements
This announcement may contain forward-looking statements, which can generally be identified as such by the use of words such as may,
will, estimate, future, forward, anticipate, or other similar words. Any statement describing Kazia s future plans, strategies, intentions, expectations, objectives, goals or
prospects, and other statements that are not historical facts, are also forward-looking statements, including, but not limited to, statements regarding: the timing for results and data related to Kazia s clinical and preclinical trials, and
Kazia s strategy and plans with respect to its programs, including paxalisib and EVT801. Such statements are based on Kazia s current expectations and projections about future events and future trends affecting its business and are subject
to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements, including risks and uncertainties: associated with clinical and preclinical trials and product
development, related to regulatory approvals, related to Kazia s executive leadership changes, and related to the impact of global economic conditions. These and other risks and uncertainties are described more fully in Kazia s Annual
Report, filed on form 20-F with the SEC, and in subsequent filings with the United States Securities and Exchange Commission. Kazia undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information,
future events, or otherwise, except as required under applicable law. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this announcement.

Frequently Asked Questions

Why is Kazia delisting from the ASX?

Kazia is delisting due to the costs and administrative burdens outweighing the benefits of staying listed.

What happens to shares after delisting?

Post-delisting, shares will no longer trade on ASX, but can be sold on NASDAQ.

Will Kazia continue to disclose financial information?

Yes, Kazia will comply with disclosure obligations under US securities laws post-delisting.

Do shareholders need to approve the delisting?

No, Kazia shareholder approval is not required for the delisting process.

What is the timeline for the delisting process?

The removal from ASX is expected to complete on 14 November 2023.

Last updated: Oct 11, 2023