Announcement PDF Filed Pursuant to Rule 424(b)(5) Registration No. 333-274816 PROSPECTUS SUPPLEMENT (To Prospectus dated October 25, 2023) ALTERITY THERAPEUTICS LIMITED US$6,000,000 Ordinary Shares represented by American Depositary Shares This prospectus supplement relates to the offer and sale of ordinary shares from time to time, represented by American Depositary Shares, or ADSs, having an aggregate offering price of up to US$6,000,000. The ADSs are evidenced by American Depositary Receipts, or ADRs. We have entered into an Sales Agreement, dated February 15, 2024, which we refer to as the Sales Agreement, with JonesTrading Institutional Services LLC, or the “Agent”. Our ADSs are listed on The NASDAQ Capital Market under the symbol “ATHE.” On February 14, 2024, the closing price of an ADS of Alterity Therapeutics Limited on The NASDAQ Capital Market was US$1.98. Sales of our ADSs under this prospectus supplement and the accompanying prospectus, if any, may be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. The Agent will act as sales agent on a best efforts basis using commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The Agent will be entitled to compensation at a fixed commission rate of equal to 3.0% of the gross sales price per share sold. In connection with the sale of ADSs on our behalf, the Agent will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Agent will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Agent against certain liabilities, including liabilities under the Securities Act. As of the date of this prospectus supplement, the aggregate market value of our outstanding ordinary shares held by non-affiliates is US$20,989,187, based on 4,382,754,741 ordinary shares outstanding, represented by 7,304,592 ADSs, of which 4,342,590,393 ordinary shares, represented by 7,237,651 ADSs, are held by non-affiliates, and a per share price of US$2.90, which was the closing sale price of our common stock as quoted on Nasdaq on December 18, 2023. As of the date of this prospectus supplement, we have offered and sold US$118,061 of our securities pursuant to General Instruction I.B.5. of Form F-3 during the prior 12 calendar month period that ends on, and includes, the date of this prospectus supplement. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell our ordinary shares in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below US$75,000,000. Investing in the ADSs involves a high degree of risk. Before buying any securities, you should carefully consider the risk factors described in “Risk Factors” beginning on page S-3 of this prospectus supplement and on page 2 of the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement and the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is February 15, 2024. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT Page FORWARD-LOOKING STATEMENTS PROSPECTUS SUPPLEMENT SUMMARY RISK FACTORS USE OF PROCEEDS DILUTION PLAN OF DISTRIBUTION LEGAL MATTERS EXPERTS WHERE YOU CAN FIND MORE INFORMATION INCORPORATION OF CERTAIN INFORMATION BY REFERENCE S-iii S-1 S-3 S-4 S-5 S-6 S-7 S-7 S-7 S-8 BASE PROSPECTUS Page 1 2 3 6 6 7 7 7 9 10 15 16 17 17 18 18 18 18 18 19 19 SUMMARY RISK FACTORS FORWARD-LOOKING STATEMENTS OFFER STATISTICS AND EXPECTED TIMETABLE CAPITALIZATION MARKET FOR OUR ORDINARY SHARES USE OF PROCEEDS PLAN OF DISTRIBUTION DESCRIPTION OF OUR SHARE CAPITAL DESCRIPTION OF OUR AMERICAN DEPOSITARY SHARES DESCRIPTION OF WARRANTS DESCRIPTION OF UNITS FOREIGN EXCHANGE CONTROLS AND OTHER LIMITATIONS TAXATION AUTHORIZED REPRESENTATIVE OFFERING EXPENSES LEGAL MATTERS EXPERTS WHERE YOU CAN FIND MORE INFORMATION INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ENFORCEABILITY OF CIVIL LIABILITIES S-i Unless expressly stated otherwise, all references in this prospectus supplement and the accompanying prospectus to “Alterity” “we,” “us,” “our,” or similar references mean Alterity Therapeutics Limited and its subsidiaries, unless otherwise indicated. All references to “U.S. dollars” or “US$” in this supplement and the accompanying prospectus are to U.S. dollars, and all references to “Australian dollars” or “A$” are to the currency of Australia. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of our ADSs and supplements information contained in the accompanying prospectus and the documents incorporated by reference into the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information about us and the ADSs that we may offer from time to time under our shelf registration statement. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or any document incorporated by reference therein, on the other hand, the information in this prospectus supplement shall control. You should read this document together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus supplement. We have not authorized any dealer, salesperson or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus. You should not rely upon any information or representation not contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus that we may authorize to be provided to you. This prospectus supplement, the accompanying prospectus and any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy ADSs, nor does this prospectus supplement, the accompanying prospectus and any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy ADSs in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus and any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus supplement, the accompanying prospectus and any related free writing prospectus is delivered or ADS is sold on a later date. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. S-ii FORWARD-LOOKING STATEMENTS This prospectus supplement, the accompanying prospectus and the documents incorporated in it by reference contain forward-looking statements which involve known and unknown risks and uncertainties. We include this notice for the express purpose of permitting us to obtain the protections of the safe harbor provided by the Private Securities Litigation Reform Act of 1995 with respect to all such forward-looking statements. Examples of forwardlooking statements include: projections of capital expenditures, competitive pressures, revenues, growth prospects, product development, financial resources and other financial matters. You can identify these and other forward-looking statements by the use of words such as “may,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential” or the negative of such terms, or other comparable terminology. Our ability to predict the results of our operations or the effects of various events on our operating results is inherently uncertain. Therefore, we caution you to consider carefully the matters described under the caption “Risk Factors” and certain other matters discussed in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in the accompanying prospectus, and other publicly available sources. Such factors and many other factors beyond the control of our management could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by the forward-looking statements. S-iii PROSPECTUS SUPPLEMENT SUMMARY This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus. The summary may not contain all the information that you should consider before investing in our ADSs. You should read the entire prospectus supplement and the accompanying prospectus carefully, including “Risk Factors” contained in this prospectus supplement and the accompanying prospectus and the documents incorporated by reference in the accompanying prospectus, before making an investment decision. This prospectus supplement may add to, update or change information in the accompanying prospectus. Alterity Therapeutics Limited We were incorporated under the laws of the Commonwealth of Australia on November 11, 1997 and began limited operations shortly thereafter. Our mission is to develop therapeutic drugs designed to treat neurodegenerative diseases, currently focusing on Parkinsonian and other movement disorders. Corporate Information Our registered office is located at Level 3, 62 Lygon Street, Carlton, Victoria 3053 Australia and our telephone number is 011-61-3-98245254. Our principal executive office is located at Level 14, 350 Collins Street, Melbourne, Victoria 3052, Australia and our telephone number is 01161-3-9349-4906. Our address on the internet is www.alteritytherapeutics.com. The information in our website is not incorporated by reference into this prospectus supplement and should not be considered as part of this prospectus supplement. S-1 The Offering Securities offered Ordinary shares represented by ADSs having an aggregate offering price of up to US$6,000,000. The ADSs Each ADS represents six hundred ordinary shares, no par value. The offered ADSs are evidenced by ADRs. Depositary The Bank of New York Mellon Manner of Offering “At the market offering” that may be made from time to time through the Agent. See “Plan of Distribution” on page S-6. Ordinary Shares outstanding as of February 14, 2024 4,382,754,741 ordinary shares (which excludes 2,768,018,796 ordinary shares issuable upon the exercise of options having exercise prices ranging from A$0.032 to A$0.007 per share). Use of proceeds We intend to use the net proceeds from this offering for ongoing and future clinical trials, and future research programs into the development of our proprietary compounds, including our lead compound, ATH434, and for working capital purposes. See “Use of Proceeds” on page S-4. NASDAQ Capital Market symbol “ATHE” Risk Factors This investment involves a high degree of risk. See “Risk Factors” beginning on page S-3 of this prospectus supplement as well as the other information included in or incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of risks you should consider carefully before making an investment decision. Unless otherwise stated, all information contained in this prospectus supplement reflects the assumed public offering price of US$1.98 per ADS, which was the last reported sale price of an ADS representing our ordinary shares on The NASDAQ Capital Market on February 14, 2024. S-2 RISK FACTORS Investing in our securities involves significant risks. Before making an investment decision, you should carefully consider the risks described under “Risk Factors” in the applicable prospectus supplement and under Item 3.D. – “Risk Factors” in our most recent Annual Report on Form 20-F, or any updates in our Reports on Form 6-K, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives and financial circumstances. The risks so described are not the only risks facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition and results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment. The discussion of risks includes or refers to forward-looking statements; you should read the explanation of the qualifications and limitations on such forward-looking statements discussed elsewhere in this prospectus. Risks Relating to the Offering We have broad discretion in the use of the net proceeds from this offering. Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways with which you may not agree. Accordingly, you will be relying on the judgment of our management with regard to the use of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the net proceeds will be invested or otherwise used in a way that does not yield a favorable, or any, return for the Company. Investors in this offering will experience immediate and substantial dilution in the net tangible book value per ADS they purchase. Since the price per share of our ordinary shares represented by ADSs being offered is higher than the net tangible book value per share of our ordinary shares represented by ADSs, you will suffer substantial dilution in the net tangible book value of the common stock you purchase in this offering. See the section entitled “Dilution” in this prospectus for a more detailed discussion of the dilution you will incur if you purchase ADSs in this offering. In addition, we have a significant number of options outstanding. If the holders of these options exercise such options, you may incur further dilution. Our stockholders may experience significant dilution as a result of future equity offerings and exercise of outstanding options. In order to raise additional capital, we may in the future offer additional ordinary shares represented by ADSs or other securities convertible into or exchangeable for our ordinary shares. We cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional ordinary shares represented by ADSs or other securities convertible into or exchangeable for our ordinary shares in future transactions may be higher or lower than the price per share in this offering. S-3 USE OF PROCEEDS Except as otherwise provided in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities covered by this prospectus for ongoing and future clinical trials and research programs into the development of our proprietary compounds, including our compound ATH434 for Parkinsonian disorders, and for working capital purposes. Additional information on the use of net proceeds from the sale of securities covered by this prospectus may be set forth in the prospectus supplement relating to the specific offering. S-4 DILUTION If you invest in our securities, your ownership interest will be immediately diluted to the extent of the difference between the offering price per ordinary share paid by purchasers in this offering and the pro forma as adjusted net tangible book value per ordinary share after completion of the offering. Dilution results from the fact that the per ordinary share offering price is substantially in excess of the book value per ordinary share attributable to the existing holders of our presently outstanding ordinary shares. Our net tangible book value as of June 30, 2023 was approximately US$15.1 million, or US$0.0062 per ordinary share (US$3.72 per ADS). Net tangible book value per share or per ADS represents the amount of our total tangible assets less total liabilities divided by the total number of ordinary shares or ADSs outstanding. Each ADS represents 600 ordinary shares. After giving effect to the placement of 1,942,857,123 shares in placements on November 29, 2023 (362,462,763 shares), January 8, 2024 (1,008,965,809 shares) and February 2, 2024 (571,428,556 shares), our adjusted proforma net tangible book value as of June 30, 2023, would have been US$21.92 million or US$0.005 per ordinary share (US$3.00 per ADS). After giving further effect to the sale of 1,764,705,882 ordinary shares (2,941,176 ADSs) in this offering of US$6,000,000 at an assumed offering price of US$0.0034 per ordinary share, or US$2.04 per ADS, which was our closing price of our ADSs on the NASDAQ Capital Market on February 13, 2024 and after deducting estimated offering commissions and other estimated offering expenses, our as-adjusted proforma net tangible book value as of June 30, 2023 would have been US$27.62 million or US$0.0045 per ordinary share (US$2.70 per ADS). This represents an immediate dilution in the proforma net tangible book value of US$0.0005 per ordinary share (US$0.31 per ADS) to our existing stockholders and an increase in proforma net tangible book value of US$0.0011 per ordinary share (US$0.66 per ADS) to new investors. The following table sets forth the estimated net tangible book value per ordinary share in US$ after the offering and the dilution to persons purchasing ordinary shares based on the foregoing offering assumptions. Assumed offering price per ordinary share Adjusted net tangible book value per ordinary share as of June 30, 2023 Dilution per ordinary share attributable to new investors Pro forma as-adjusted net tangible book value per ordinary share after this offering Increase per share to new investors purchasing shares in this offering $ $ $ 0.0034 $ $ 0.0045 0.0011 0.0050 0.0005 This discussion of dilution, and the table quantifying it, assumes no exercise of any outstanding options or warrants over our ordinary shares. The table above contains a translation of net tangible book value at June 30, 2023 from Australian dollar amounts into U.S. dollar amounts at specified rates solely for the convenience of the reader, which was A$1 to US$0.663. Thereafter the proforma has been made at the exchange rate of A$1 to US$0.6516, which was the exchange rate at February 13, 2024. S-5 PLAN OF DISTRIBUTION We have entered into an Sales Agreement, dated February 15, 2024, or the Sales Agreement, with JonesTrading Institutional Services LLC, or the Agent, under which we may issue and sell ADSs for up to $6,000,000 of our ordinary shares from time to time pursuant to this Prospectus Supplement through the Agent. The Agent may sell the ADSs by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act. The ADSs are evidenced by ADRs. Each time that we wish to issue and sell ADSs under the Sales Agreement, we will provide the Agent with a placement notice describing the number of ADSs to be issued, the time period during which sales are requested to be made, any limitation on the number of ADSs that may be sold in any one day and any minimum price below which sales may not be made. Upon receipt of a placement notice from us, and subject to the terms and conditions of the Sales Agreement, the Agent has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such ADSs up to the amount specified on such terms. Unless otherwise specified, the settlement between us and the Agent of our ADSs will occur on the second trading day following the date on which the sale was made. The obligation of the Agent under the Sales Agreement to sell our ADSs pursuant to a placement notice is subject to a number of conditions. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. We will pay the Agent a commission of equal to 3.0% of the gross proceeds of the sales price of all ADSs sold through it as sales agent under the Sales Agreement. Because there is no minimum offering amount required as a condition to closing this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We estimate that the total expenses for the offering, excluding compensation payable to the Agent under the terms of the Sales Agreement, will be approximately US$100,000. In connection with the sale of our ADSs contemplated in this prospectus supplement, the Agent is an “underwriter” within the meaning of the Securities Act, and the compensation paid to it will be deemed to be underwriting commissions or discounts. We have agreed to indemnify the Agent against certain civil liabilities, including liabilities under the Securities Act. Sales of our ADSs as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as we and the Agent may agree upon. The offering of our ADSs pursuant to this prospectus supplement will terminate on the earlier of (1) the sale of all of the ordinary shares subject to this prospectus supplement, or (2) termination of the Sales Agreement by us or the Agent. This summary of the material provisions of the Sales Agreement does not purport to be a complete statement of its terms and conditions. A copy of the Sales Agreement, as amended, was filed with the SEC as an exhibit to a Report on Form 6-K filed under the Securities Exchange Act of 1934, or the Exchange Act, and is incorporated by reference in this prospectus supplement and the accompanying prospectus. The Agent and its affiliates have in the past and may in the future provide various investment banking and other financial services for us, for which services they may in the future receive customary fees. S-6 LEGAL MATTERS The validity of the securities offered hereunder will be passed upon for us by QR Lawyers Pty Ltd., Melbourne, Australia, our Australian counsel. Carter Ledyard & Milburn LLP, New York, New York, will be passing upon matters of United States law for us with respect to securities offered by this prospectus and any accompanying prospectus supplement. The Agent is being represented in connection with this offering by Duane Morris LLP, New York, New York. EXPERTS The financial statements incorporated in this Prospectus by reference to the Annual Report on Form 20-F for the year ended June 30, 2023 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company's ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. WHERE YOU CAN FIND MORE INFORMATION We filed a registration statement on Form F-3 to register with the SEC the securities described in this prospectus. This prospectus is part of that registration statement. This prospectus, which constitutes a part of the registration statement, summarizes material provisions of contracts and other documents that we refer to in the prospectus. Since this prospectus does not contain all of the information contained in the registration statement, you should read the registration statement and its exhibits and schedules for further information with respect to us and our ordinary shares and the ADSs. Our SEC filings, including the registration statement, are also available to you on the SEC’s Web site at http://www.sec.gov. We are subject to the information reporting requirements of the Exchange Act that are applicable to foreign private issuers, and under those requirements we file reports with the SEC. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. However, we file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and submit to the SEC, on Form 6-K, unaudited quarterly financial information for the first three quarters of each fiscal year within 60 days after the end of each such quarter, or such applicable time as required by the SEC. S-7 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to other documents which we have filed or will file with the SEC. We are incorporating by reference in this prospectus the documents listed below and all amendments or supplements we may file to such documents, as well as any future filings we may make with the SEC on Form 20-F under the Exchange Act before the time that all of the securities offered by this prospectus have been sold or de-registered. ● Our Annual Report on Form 20-F for the fiscal year ended June 30, 2023, as filed with the Commission on August 31, 2023; ● Our Reports on Form 6-K filed with or furnished to the SEC on August 31, 2023, August 31, 2023, August 31, 2023, September 13, 2023, October 30, 2023, October 31, 2023, November 8, 2023, November 16, 2023, November 20, 2023, November 22, 2023, November 22, 2023, November 22, 2023, November 22, 2023, November 22, 2023, November 27, 2023, November 29, 2023, November 29, 2023, November 29, 2023, November 29, 2023, November 29, 2023, November 29, 2023, November 30, 2023, November 30, 2023, December 4, 2023, December 8, 2023, December 11, December 18, December 21, 2023, December 21, 2023, December 29, 2023, December 29, 2023, January 2, 2024, January 2, 2024, January 2, 2024, January 5, 2024, January 5, 2024, January 8, 2024, January 8, 2024, January 8, 2024, January 8, 2024, January 10, 2024, January 11, 2024, January 11, 2024, January 18, 2024, January 22, 2024, January 31, 2024, February 2, 2024, February 2, 2024, February 2, 2024, and February 6, 2024; ● The description of our ADRs contained in our Form 20-F for the fiscal year ended June 30, 2023. In addition, we may incorporate by reference into this prospectus our reports on Form 6-K filed after the date of this prospectus (and before the time that all of the securities offered by this prospectus have been sold or de-registered) if we identify in the report that it is being incorporated by reference in this prospectus. Certain statements in and portions of this prospectus update and replace information in the above listed documents incorporated by reference. Likewise, statements in or portions of a future document incorporated by reference in this prospectus may update and replace statements in and portions of this prospectus or the above listed documents. We will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to: Alterity Therapeutics Limited Level 14, 350 Collins Street Melbourne, Victoria 3000 Australia Attn.: Phillip Hains, Chief Financial Officer Telephone number +61-3-9349-4906. You may also obtain information about us by visiting our website at http://www.alteritytherapeutics.com. Information contained in our website is not part of this prospectus. We are an Australian company and are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. As a result, (1) our proxy solicitations are not subj