Announcement PDF 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) per SPP Share; and • one (1) free-attaching option for each SPP Share issued, each option having an exercise price of $0.007 (0.7 cents), expiring on 31 August 2024 and which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company (Short Dated Options); and • one (1) free-attaching option for every three (3) SPP Shares issued, each option having an exercise price of $0.01 (1 Australian cent), expiring on 31 August 2026 and which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company) (Long Dated Options). Fractional entitlements to Long Dated Options will be rounded down, 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. THIS DOCUMENT IS 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. The securities offered under this Prospectus are considered speculative -2CORPORATE DIRECTORY ALTERITY THERAPEUTICS LIMITED [ACN 080 699 065] Directors Geoffrey Kempler - Non-Executive Chairman Lawrence Gozlan - Non-Executive Director Peter Marks - Non-Executive Director Brian Meltzer - Non-Executive Director Chief Executive Officer David Stamler Chief Financial Officer Kathryn Andrews^ Company Secretary Phillip Hains Registered Office Level 3, 62 Lygon Street Carlton Victoria 3053 Tel: +61 3 9824 5254 Share Registrar Computershare Investor Services Pty Ltd Yarra Falls, 452 Johnston Street Abbotsford Victoria 3067 ASX Code ATH Company Web Site www.alteritytherapeutics.com Offer Web Site www.computersharecas.com.au/ATHSPP To view annual reports, shareholder and company information, news announcements, background information on the Company’s business and historical information, visit https://alteritytherapeutics.com. ^ Ms Andrews’ resignation as Chief Financial Officer and the appointment of the Company Secretary, Mr Phillip Hains both with effect at 31 January 2024 was announced to ASX on 21 December 2023. -3IMPORTANT NOTICES 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 Offer. 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 within the USA. No 3count 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. 1 ® Registered to Bpay Pty Ltd ABN 69 079 137 518 -4TIMETABLE Record Date identifying Eligible Shareholders 7.00 pm on 21 November 2023 Lodgement of Prospectus 29 December 2023 Opening Date and Prospectus dispatched to Eligible Shareholders Closing Date 10 January 2024 5.00 pm on 25 January 2024 Notice of results of the SPP Offer given to ASX 2 February 2024 Proposed issue date of SPP Shares Before noon 2 February 2024 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. CONTENTS 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. Details of the SPP Offer .............................................................................................................10 Purpose of the SPP Offer ...........................................................................................................13 Financial effect of the SPP Offer ................................................................................................14 Effect on Control and the Capital Structure of the Company....................................................16 Risks ...........................................................................................................................................18 Acceptance Instructions ............................................................................................................21 Continuous Disclosure Obligations ............................................................................................24 ASX Announcements .................................................................................................................25 Terms of securities offered ........................................................................................................26 Director’s interests ....................................................................................................................29 Taxation .....................................................................................................................................30 Overseas Investors.....................................................................................................................30 Privacy........................................................................................................................................31 Electronic Prospectus ................................................................................................................31 Investment Decisions.................................................................................................................32 Future Performance...................................................................................................................32 Consents ....................................................................................................................................32 Enquiries ....................................................................................................................................32 -5KEY 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: • Value of securities and share market conditions including liquidity risk. • Potential taxation consequences. • Dilution risks arising from the issue of SPP Shares (and, if applicable, the exercise of Short Dated Options and/or Long Dated Options into Shares). • There being no guarantee that the share price of the Company will be greater than the exercise price of Short Dated Options and/or Long Dated Options prior to their respective expiry dates. 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: (a) The Company has a history of operating losses. (b) The Company relies on research institutions to conduct its clinical trials and may not be able to secure and maintain research institutions to conduct future trials. The institutions that the Company works with have their own limits and procedures that influence or limit the Company’s ability to conduct research and development and conduct of clinical trials. The Company’s reliance on these research institutions provides it with less control over the timing and cost of clinical trials, clinical study management personnel and the ability to recruit subjects. (c) If the Company does not obtain the necessary governmental approvals, it will be unable to develop or commercialise its pharmaceutical products. (d) The Company’s success depends upon its ability to protect its intellectual property and its proprietary technology, to operate without infringing the proprietary rights of third parties and to obtain marketing exclusivity for its products and technologies. (e) The Company consider proprietary trade secrets and/or confidential know-how and unpatented knowhow to be important to its business. (f) The Company’s research and development efforts will be seriously jeopardised if it is unable to retain key personnel and cultivate key academic and scientific collaborations. (g) The testing, marketing and sale of human health care products also entails an inherent risk of product liability. (h) The biotechnology and pharmaceutical industries are subject to rapid and significant technological change. The Company’s competitors are numerous and include major pharmaceutical companies, biotechnology firms, universities and other research institutions. 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. -6ABOUT 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 in full before making any decision regarding applying under the SPP Offer or otherwise investing in the Company. Topic Summary What is the SPP Offer? The SPP Offer is an offer of: • up to 571,428,571 SPP Shares; and • one (1) Short Dated Option for every one (1) SPP Share issued; and • one (1) Long Dated Option for every three (3) SPP Shares issued (with fractional entitlements to Long Dated Options rounded down), For more information see: Section 1.1 to Eligible Shareholders pursuant to a security purchase plan to raise up to $2 million before costs (SPP). The issue of securities under the SPP was approved by shareholders at the general meeting of the Company held on 29 December 2023 (Meeting). What are the terms of SPP Shares? SPP Shares are fully paid ordinary shares that have the same terms as, and rank equally with, the existing fully paid ordinary shares in the capital of the Company. Section 9.1 What is the issue price of SPP Shares? $0.0035 (0.35 cents) per SPP Share. Section 1.1 and 1.2 What are the terms of Short Dated Options? Short Dated Options are unlisted and each have an exercise price of A$0.007 (0.7 Australian cents), expire of 31 August 2024 and, upon exercise, entitle the holder to one Share. Section 9.2 The full terms of Short Dated Options are set out in Section 9.2. What are the terms of Long Dated Options? Long Dated Options each have an exercise price of A$0.01 (1 Australian cent), expire of 31 August 2026 and, upon exercise, entitle the holder to one Share. Section 9.3 Am I an Eligible Shareholder? Eligible Shareholders for the SPP Offer under this Prospectus are shareholders with addresses in Australia and New Zealand as recorded in the register of members of the Company on the Record Date. Section 1.1 Record Date The Record Date was 7:00 pm on 21 November 2023, being the business day before the date on which details of the security purchase plan were first announced to ASX. Section 1.1 What is my maximum entitlement? Each Eligible Shareholder is entitled to apply for and receive a parcel of up to 8,571,429 SPP Shares ($30,000), being the maximum entitlement of an Eligible Shareholder (subject to scale back as described in Section 1.9) together with free-attaching Short Dated Options and Long Dated Options as described in Section 1.1 (Entitlement). Sections 1.1, 1.2, 1.5, 1.6 and 1.9 The full terms of Long Dated Options are set out in Section 9.3. -7Topic Summary What if I am not an Eligible Shareholder? If you are not an Eligible Shareholder then the SPP Offer is not being made to you and consequently you cannot apply for and receive SPP Shares under the SPP Offer in this Prospectus. Is there a minimum or maximum subscription? Eligible Shareholders will only be able to apply for and receive SPP Shares in the following parcels: $1,000 – 285,714 Shares (min) $2,500 – 714,286 Shares $5,000 – 1,428,571 Shares $7,500 – 2,142,857 Shares $10,000 – 2,857,143 Shares $12,500 –3,571,429 Shares $15,000 – 4,285,714 Shares For more information see: Section 1.7 Sections 1.2, 1.4 and 1.5 $17,500 – 5,000,000 Shares $20,000 – 5,714,286 Shares $22,500 – 6,428,571 Shares $25,000 – 7,142,857 Shares $27,500 – 7,857,143 Shares $30,000 – 8,571,429 Shares (max) Can I trade my Entitlement? No, you cannot trade your Entitlement to apply for and receive SPP Shares. Section 1.3 Is the SPP Offer underwritten? No, the SPP Offer is not underwritten. Section 1.6 How much will be raised from the SPP Offer? Up to $2 million before costs will be raised from the SPP Offer. There is no minimum amount that may be raised under the SPP Offer. Section 1.1 What is the use of funds raised under the SPP Offer? Funds raised under the SPP Offer will be applied towards funding clinical trials, including providing ongoing funding of Alterity’s Phase 2 clinical trials in MSA, ATH434-201 and ATH434-202 and planning for a potential Phase 3 clinical trial in MSA, continuing discovery and research efforts in neurodegenerative diseases, including Parkinson’s Disease, and for general working capital purposes including meeting costs of the SPP Offer. Section 2 What can I do with my Entitlement? You can do any of the following: Sections 1.6 and 6.1 What will happen if I do not take up my Entitlement? • take up all of your Entitlement (by accepting the SPP Offer in full); • take up part of your Entitlement (by accepting part of the SPP Offer) and allow the balance to lapse (and the balance will form part of the Shortfall); or • do nothing, in which case all your Entitlement will lapse and form part of the Shortfall. If you do not take up all of your Entitlement by the Closing Date the SPP Shares to which you were entitled will form part of the Shortfall. Your interest in the Company may also be diluted. Sections 1.11 and 4.3 -8Topic Summary What will happen if the SPP Offer is oversubscribed? If total applications exceed the maximum amount to be raised, the Company may scale back (reduce) the number of SPP Shares issued in response to an application. If a scale back is necessary, the scale back will be applied on a pro rata basis based on the size of an applicant’s shareholding as at the Record Date. The Company will refund to the applicant the difference between the application monies received by the Company and application monies payable for the number of SPP Shares actually issued to the applicant. Refunds will be paid to the applicant either by EFT (if bank account details are held by the Share Registry) or cheque. No interest shall be paid on refunded application monies. What will happen if the SPP Offer is not fully subscribed? SPP Shares (and free-attaching Short Dated Options and Long Dated Options) not taken up will form part of the Shortfall. The Company may, but is not obliged to, choose place the Shortfall to professional, sophisticated and other exempt investors who are eligible and are invited to participate by the Company in its discretion, subject to the recipient being a person eligible to receive SPP Shares and the free attaching Short Dated Options and Long Dated Options under the conditions of the shareholder approval obtained at the Meeting (including, pursuant to the waiver granted by ASX announced on 11 December 2023 that shareholders who voted on the resolution are not eligible to subscribe for Shortfall securities) and satisfaction of regulatory requirements. The issue of any securities from the Shortfall which is not in accordance with the above would use the placement capacity available to the Company under the ASX Listing Rules. For more information see: Section 1.9 Section 1.11 The Company has engaged MST Financial Services Pty Ltd (MST) to assist the Company with placement of the Shortfall (if any). The Company has agreed to pay MST a fee of 5% of amounts for which written commitments to subscribe for shares from the Shortfall are received prior to the opening of the SPP Offer from investors identified by MST who are eligible. The amount of commitments may exceed the Shortfall (if any), in which case the amounts allocated to the investors will be adjusted in consultation with MST, with the fee remaining payable on the total committed. How do I accept the SPP Offer? If you wish to take up (accept the offer for) all or part of your Entitlement under the SPP Offer you must pay by BPAY® or for NZ holders who are unable to pay via BPAY you may pay via EFT in accordance with the details included in the personalised application form online which accompanies this Prospectus using the applicable reference number set out in Section 2 of the personalised application form and online at www.computersharecas.com.au/ATHSPP, so payment is received by no later than 5:00 pm (Melbourne time) on the Closing Date. Sections 1.2 and 6 $30,000 is payable if you are taking up your Entitlement in full, as set out in the personalised application form. If taking up less than your full Entitlement, the amount payable is dependent on the parcel applied for as outlined in the table contained in section 1.2 of this Prospectus. Are there risks associated with investment in the Company? There are risks associated with investment in the Company. These include risks relating to the SPP Offer, SPP Shares, Short Dated Options and Long Dated Options, risks relating to the Company and risks associated with financial investment generally. Section 5 -9Topic Summary 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 before deciding to apply under the SPP Offer or otherwise making an investment in the Company. For more information see: What are the taxation implications of participating in the SPP Offer? 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 about the Company? What if I have questions about the SPP Offer or how to apply? For more information on the Company please see the Company's website (www.alteritytherapeutics.com.au) or refer to the Company’s ASX announcements (available on the ASX's website www2.asx.com.au, search code “ATH”). or at the Offer website www.computersharecas.com.au/ATHSPP Section 18 You should consult your stockbroker, accountant, solicitor or other professional adviser before making any decision regarding applying for securities under the SPP Offer. Questions concerning the SPP Offer can also be directed to the Company by email to we-aualteritytherapeutics@weworldwide.com. Section 18 - 10 1. Details of the SPP Offer 1.1 The SPP Offer The SPP Offer is an offer of: • up to and aggregate of 571,428,571 SPP Shares at an issue price of 0.35 cents ($0.0035) per SPP Share (total maximum subscription of $30,000) pursuant to a security purchase plan; and • one (1) free-attaching Short Dated Option for each one (1) SPP Share issued; and • one (1) free-attaching Long Dated Option for every three (3) SPP Shares issued, to Eligible Shareholders under a security purchase plan to raise up to $2 million before costs. Under the SPP Offer, each Eligible Shareholder may apply for up to a maximum of 8,571,429 SPP Shares ($30,000). Details of the parcels of SPP Shares (including free-attaching Short Dated Options and Long Dated Options) is set out in Section 1.2. There is no minimum subscription under the SPP Offer. The issue of SPP Shares, Short Dated Options and Long Dated Options under the SPP was approved by shareholders of the Company at the General Meeting held on 29 December 2023. The SPP Offer closes at 5.00 pm (Melbourne time) on the Closing Date of Thursday, 25 January 2024 (unless closed earlier or extended). Applications for parcels of SPP Shares 1.2 Eligible Shareholders may apply for up to their full entitlement for SPP Shares (with free attaching Short Dated Options and Long Dated Options) under the SPP Offer. Alternatively, an Eligible Shareholder may apply for a parcel of SPP Shares that is less than their full entitlement. The parcels of SPP Shares available to be applied for under the SPP Offer are set out below: $ Number of SPP Shares Number of Short Dated Options Number of Long Dated Options $1,000 285,714 285,714 95,238 $2,500 714,286 714,286 238,095 $5,000 1,428,571 1,428,571 476,190 $7,500 2,142,857 2,142,857 714,285 $10,000 2,857,143 2,857,143 952,380 $12,500 3,571,429 3,571,429 1,190,467 $15,000 4,285,714 4,285,714 1,428,571 $17,500 5,000,000 5,000,000 1,666,666 $20,000 5,714,286 5,714,286 1,904,761 $22,500 6,428,571 6,428,571 2,142,857 $25,000 7,142,857 7,142,857 2,380,952 $27,500 7,857,143 7,857,143 2,619,048 $30,000 8,571,429 8,571,429 2,857,142 Eligible Shareholders that choose to apply for any of their entitlement under the SPP Offer will need to pay the required amount by BPAY® or EFT in accordance with the instructions, and using the personalised payment details, in the personalised application form which accompanied a copy of this Prospectus. - 11 If an Eligible Shareholder applies for a parcel of SPP Shares in an amount other than as set out in the above table the Board may, at its discretion, accept such application and issue the number of SPP Shares equal to the amount paid divided by the issue price of SPP Shares ($0.0035), provided that an Eligible Shareholder must not be issued more than 8,571,429 SPP Shares ($30,000) pursuant to the SPP Offer. An application for a parcel of SPP Shares will be treated as an application to also be issued the Short Dated Options and Long Dated Options as described in the table above and in the personalised application form. Entitlements under the SPP Offer are subject to potential scale back as described in Section 1.9. 1.3 No Entitlement Trading Entitlements to apply for and receive SPP Shares and free-attaching Short Dated Options and Long Dated Options under the SPP Offer are not renounceable and, accordingly, there is no ability to trade rights on ASX or elsewhere. 1.4 Minimum subscription There is no minimum subscription amount for the SPP Offer to proceed. Eligible Shareholders will only be able to apply for and receive SPP Shares and free-attaching Short Dated Options and Long Dated Options. The minimum parcel under the SPP Offer per Eligible Shareholder is $1,000 (285,714 SPP Shares) as set out in section 1.2. 1.5 Maximum subscription The SPP Offer is to raise up to $2 million before costs, through the issue of up to 571,428,571 SPP Shares at the issue price of 0.0035 cents ($0.35) per SPP Share. If applications are received from Eligible Shareholders under the SPP Offer for more than the maximum under the SPP Offer, the Company will scale back applications under the SPP Offer as set out in Section 1.9. Each Eligible Shareholder may only apply for up to $30,000 of SPP Shares (8,571,429 SPP Shares). Joint holders are counted as a single shareholder for the purposes of determining entitlements. A joint holder who receives more than one personalised application form under the SPP Offer due to multiple registered holdings (including both sole and joint holdings) may only apply for up to $30,000 of shares in total. 1.6 No Underwriting The SPP Offer is not underwritten. 1.7 Non-eligible Foreign Shareholders Only Eligible Shareholders, being shareholders with addresses in Australia or New Zealand in the register of members of the Company as at the Record Date, are eligible to participate in the SPP Offer under this Prospectus. The Company has decided that it is unreasonable to make the SPP Offer outside Australia and New Zealand having regard to the: • number of holders in places where the SPP Offer would be made; • number and value of securities those holders would be offered; and • cost of complying with the legal and regulatory requirements in those other jurisdictions. 1.8 ASX Listing SPP Shares The Company’s Appendix 3B released to ASX on 22 November 2023 in respect of the SPP included an application to ASX for admission of the SPP Shares to official quotation. The fact that ASX may grant official quotation of the SPP Shares is not to be taken in any way as an indication of the merits of the Company or those securities. - 12 If ASX does not grant permission for the Official Quotation of SPP Sha