SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2019
Prana Biotechnology Limited
(Name of Registrant)
Level 3, 460 Bourke Street, Melbourne, VIC 3000, Australia
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): __
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): __
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____
This Form 6-K is being incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File No. 333-220886) and Form S-8 (File No. 333-228671).
PRANA BIOTECHNOLOGY LIMITED
6-K | Items |
1. |
Appendix 3B
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PRANA BIOTECHNOLOGY LIMITED | |||
(Registrant) | |||
By: | /s/ Geoffrey Kempler | ||
Geoffrey Kempler, | |||
Executive Chairman |
March 20, 2019
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New Issue Announcement,
Application for Quotation of Additional
Securities and Agreement
Information or documents not available now must be given to ASX as soon as available.
Information and documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
Name of Entity |
Prana Biotechnology Limited (ASX: PBT) |
ABN |
37 080 699 065 |
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
1 | +Class of +securities issued or to be issued | Ordinary Shares (PBT) |
2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued | 12,824,100 |
3 |
Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) |
Fully paid ordinary shares (PBT) |
4 |
Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
If the additional +securities do not rank equally, please state: · the date from which they do · the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment · the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment |
Yes |
5 | Issue price or consideration | USD 461,010 |
6 |
Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
To fund the Company’s current clinical development, research programs and working capital. This is an on-going placement – more tranches will be allotted in the future. |
6a |
Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?
If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B , and comply with section 6i |
Yes |
6b | The date the security holder resolution under rule 7.1A was passed | 16 November 2018 |
6c | Number of +securities issued without security holder approval under rule 7.1 | 12,824,100 |
6d | Number of +securities issued with security holder approval under rule 7.1A | Nil |
6e | Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) | Nil |
6f | Number of +securities issued under an exception in rule 7.2 | Nil |
6g |
If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. |
N/A |
6h |
If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements |
N/A |
6i |
Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements |
Refer to the attached Annexure 1 |
7 |
+Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. |
Thursday, March 21 st 2019 |
Number | +Class | ||
8 | Number and +class of all +securities quoted on ASX ( including the +securities in section 2 if applicable) | 567,500,950 | Fully Paid Ordinary Shares (PBT) |
9 | Number and +class of all +securities not quoted on ASX ( including the +securities in section 2 if applicable) |
Class of Securities | Issued under | |||||
ASX Code | Number | Security Type | Exercise Price | Expiry Date | an ESOP | |
PBTAH | 2,000,000 |
Unlisted Options |
AUD$0.26 | 18 Feb 2020 |
2004 ASX Plan |
|
PBTAR | 1,400,000 |
Unlisted Options |
AUD$0.27 | 25 May 2020 |
2004 ASX Plan |
|
PBTAS | 7,350,000 |
Unlisted Options |
AUD$0.07 | 6 Jun 2022 |
2004 ASX Plan |
|
PBTAAA | 13,850,000 |
Unlisted Options |
AUD$0.11 | 14 Dec 2022 |
2004 ASX Plan |
|
PBTAI | 700,000 |
Unlisted Options |
AUD $0.083 | 31 January 2023 |
2004 ASX Plan |
|
TOTAL | 25,300,000 |
10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | Unchanged |
Part 2 - Pro rata issue – n/a
11 | Is security holder approval required? | |
12 | Is the issue renounceable or non-renounceable? | |
13 | Ratio in which the +securities will be offered | |
14 | +Class of +securities to which the offer relates | |
15 | +Record date to determine entitlements | |
16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? | |
17 | Policy for deciding entitlements in relation to fractions |
+ See chapter 19 for defined terms.
Appendix 3B Page 3
18 |
Names of countries in which the entity has security holders who will not be sent new offer documents
Note: Security holders must be told how their entitlements are to be dealt with.
Cross reference: rule 7.7. |
|
19 | Closing date renunciations for receipt of acceptances or | |
20 | Names of any underwriters | |
21 | Amount of any underwriting fee or commission | |
22 | Names of any brokers to the issue | |
23 | Fee or commission payable to the broker to the issue | |
24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders | |
25 |
If the issue is contingent on security holders’ approval, the date of the meeting |
|
26 | Date entitlement and acceptance form and offer documents will be sent to persons entitled | |
27 | If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders | |
28 | Date rights trading will begin (if applicable) | |
29 |
Date rights trading will end (if applicable) |
|
30 |
How do security holders sell their entitlements in full through a broker? |
|
31 | How do security holders sell part of their entitlements through a broker and accept for the balance? | |
32 |
How do security holders dispose of their entitlements (except by sale through a broker)? |
|
33 | +Issue date |
+ See chapter 19 for defined terms.
Appendix 3B Page 4
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
34 |
Type of +securities ( tick one ) |
|
(a) | x | +Securities described in Part 1 |
(b) |
¨ |
All other +securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities |
Entities that have ticked box 34(a)
Additional securities forming a new class of securities – n/a
Entities that have ticked box 34(b) – n/a
+ See chapter 19 for defined terms.
Appendix 3B Page 5
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
Rule 7.1 – Issues exceeding 15% of capital | |
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated | |
Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue | 533,891,470 |
Add the following:
• Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2
• Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval
• Number of partly paid +ordinary securities that became fully paid in that 12 month period
Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items |
Nil
3,083,580
Nil |
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period | Nil |
“A” | 533,891,470 |
Step 2: Calculate 15% of “A” | |
“B” |
0.15
[Note: this value cannot be changed] |
Multiply “A” by 0.15 | 80,546,258 |
+ See chapter 19 for defined terms.
Appendix 3B Page 6
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used |
|
Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule 7.1 or rule 7.4
Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items |
30,525,900 |
“C” | 30,525,900 |
+ See chapter 19 for defined terms.
Appendix 3B Page 7
Part 2
Rule 7.1A – Additional placement capacity for eligible entities | |
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated | |
“A”
Note: number must be same as shown in Step 1 of Part 1 |
536,975,050 |
Step 2: Calculate 10% of “A” | |
“D” |
0.10
Note: this value cannot be changed |
Multiply “A” by 0.10 | 53,697,505 |
ASX ANNOUNCEMENT
Notice Under Section 708A(5) of the Corporations Act [ASX Code: PBT]
Thursday, 21 st March 2019
This notice is given under paragraph (5)(e) of section 708A of the Corporations Act.
Type: | Shares |
Class/Description: | Ordinary Fully Paid |
ASX Code: | PBT |
Date of Issue: | Thursday, 21 st March 2019 |
Number Issued: | 12,824,100 |
Issue Consideration: | USD 461,010 |
The Company intends to apply to Australian Stock Exchange Limited for quotation of the above shares.
Accordingly, the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the "Corporations Act") that:
1. | the abovementioned ordinary shares were issued without disclosure to investors under Part 6D.2 of the |
Corporations Act ;
2. | as at the date of this notice the Company has complied with: |
(i) | the provisions of Chapter 2M Corporations Act as they apply to the Company; and |
(ii) | section 674 Corporations Act ; and |
3. | as at the date of this notice there is no "excluded information" (as defined in subsection 708A(7) of the Corporations Act) which is required to be disclosed by the Company. |
For and on behalf of the Company,
Phillip Hains Company Secretary
Prana Biotechnology Limited