Exhibit 99.1

ABN 37 080 699 065

Notice of Annual General Meeting and
Explanatory Memorandum

ALTERITY THERAPEUTICS LIMITED

ACN 080 699 065

Notice is given that the 2020 Annual General Meeting of Alterity Therapeutics Limited (“the Company” or “Alterity”) will be held virtually by technology on Wednesday, 18 November 2020 at 9:30am (AEDT), for the purposes of considering and, if thought fit, passing each of the resolutions referred to in this Notice of Annual General Meeting.

Further details in respect of each of the resolutions proposed in this Notice of Annual General Meeting are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting. The details of the resolutions contained in the Explanatory Memorandum should be read together with, and form part of, this Notice of Annual General Meeting.

Please read this Notice of Annual General Meeting carefully and consider directing your proxy on how to vote on each resolution by marking the appropriate box on the proxy form included with this Notice of Annual General Meeting. Shareholders who intend to appoint the Chairman as proxy (including appointment by default) should have regard to Proxy and Voting Instructions on page 7 of this Notice of Annual General Meeting.

To receive and consider the 2020 Annual Financial Statements of the Company in respect of the year ended 30 June 2020 and comprising the Annual Financial Report, the Directors’ Report and the Auditor’s Report. At the meeting, a representative of the Company’s auditors, PricewaterhouseCoopers, will be invited to attend to answer questions about the audit of the Company’s 2020 Annual Financial Statements.

To consider and, if thought fit, to pass the following resolution as an advisory and non-binding ordinary resolution:

“THAT for the purposes of section 250R(2) of the Corporations Act, the Remuneration Report for the financial year ended 30 June 2020 as disclosed in the Directors’ Report is adopted.”

Voting Exclusion and Restriction Statement:

A vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of any of the following persons (referred to herein as “Restricted Voters”):

However, a person (“voter”) may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a Restricted Voter and the voter is appointed as a proxy in writing that specifies how the proxy is to vote on the Resolution 1. The Chairman may also exercise undirected proxies if the vote is cast on behalf of a person entitled to vote and the proxy appointment expressly authorises the Chairman to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of members of the KMP.

If you are a KMP or a closely related party of a KMP (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as indicated above), you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

KMP are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, whether directly or indirectly. Members of KMP include its directors and certain senior executives.

A closely related party of a member of the KMP means any of the following:

NOTICE OF 2020 ANNUAL GENERAL MEETING

Shareholders who intend to appoint the Chairman as proxy (including an appointment by default) should refer to the Proxy and Voting Instructions on page 7 of this Notice of Annual General Meeting.

Further details in respect of Resolution 1 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

To consider and, if thought fit, pass as an ordinary resolution, the following:

“THAT Mr. Peter Marks, a Director of the Company, who retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

Further details in respect of Resolution 2 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

To consider and, if thought fit, pass as an ordinary resolution, the following:

“THAT Mr. Lawrence Gozlan, a Director of the Company, who retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

Further details in respect of Resolution 3 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.2 exception 13 and for all other purposes, shareholders approve the employee incentive scheme known as the “2004 ASX Plan” including amendment of the 2004 ASX Plan to provide that up to 200 million securities (the new “Plan Pool”) can be issued under the 2004 ASX Plan (unless issued under the 2018 ADS Plan) after the approval, as described in the Memorandum which accompanied and formed part of the Notice of Meeting.”

Voting Exclusion and Restriction Statement:

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a person who is eligible to participate in the employee incentive scheme or an associate of that person.

However, the Company need not disregard a vote cast in favour of this resolution by:

Proxy voting prohibition

Other than as set out below, a vote on Resolution 4 must not be cast as proxy by a Restricted Voter.

A Restricted Voter may cast a vote on this resolution as a proxy if either:

NOTICE OF 2020 ANNUAL GENERAL MEETING

Shareholders who intend to appoint the Chairman as proxy (including an appointment by default) should refer to the Proxy and Voting Instructions on page 7 of this Notice of Annual General Meeting.

Further details in respect of this Resolution 4 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.2 exception 13 and for all other purposes, shareholders approve the employee incentive scheme known as the “2018 ADS Plan” including amendment of the 2018 ADS Plan to provide that up to 200 million securities (the new “Plan Pool”) can be issued under the 2018 ADS Plan (unless issued under the 2004 ASX Plan) after the approval, as described in the Memorandum which accompanied and formed part of the Notice of Meeting.”

Voting Exclusion and Restriction Statement:

The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of a person who is eligible to participate in the employee incentive scheme or an associate of that person.

However, the Company need not disregard a vote cast in favour of this resolution by:

Proxy voting prohibition

Other than as set out below, a vote on Resolution 5 must not be cast as proxy by a Restricted Voter.

A Restricted Voter may cast a vote on this resolution as a proxy if either:

Shareholders who intend to appoint the Chairman as proxy (including an appointment by default) should refer to the Proxy and Voting Instructions on page 7 of this Notice of Annual General Meeting.

Further details in respect of this Resolution 5 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

To consider and, if thought fit, pass as an ordinary resolution, the following:

“THAT for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 271,251,007 fully paid ordinary shares at A$0.037 (3.7 Australian cents) per share to unrelated professional, sophisticated and other investors exempt from the disclosure requirements of Ch 6D of the Corporations Act as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Annual General Meeting.”

Voting Exclusion and Restriction Statement:

The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approval or an associate of that person.

NOTICE OF 2020 ANNUAL GENERAL MEETING

However, the Company need not disregard a vote cast in favour of this resolution by:

Further details in respect of this Resolution 6 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

To consider and, if thought fit, pass as an ordinary resolution, the following:

“THAT, for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue of 674,694,939 fully paid ordinary shares at A$0.037 (3.7 Australian cents) per share, with each share to be accompanied by one free-attaching unlisted option (total 674,694,939 unlisted options) (each with an exercise price of A$0.07 (7 Australian cents), expiring three (3) years after the issue date (or the last ASX business day before that date if not an ASX business day) which upon exercise entitle the holder to one fully paid ordinary share in the Company), to unrelated professional, sophisticated and other investors exempt from the disclosure requirements of Ch 6D of the Corporations Act as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Annual General Meeting.”

Voting Exclusion and Restriction Statement:

The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person.

However, the Company need not disregard a vote cast in favour of this resolution by:

Further details in respect of this Resolution 7 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

To consider and, if thought fit, pass the following as a special resolution:

“THAT for the purposes of section 136(2) of the Corporations Act 2001 (Cth) and for all other purposes, the constitution of the Company be amended as set out in Annexure A to the Explanatory Memorandum which accompanied and formed part of the Notice of Annual General Meeting, with effect immediately upon passing of this Resolution.”

Further details in respect of this Resolution 8 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

NOTICE OF 2020 ANNUAL GENERAL MEETING

To consider and, if thought fit, pass the following as a special resolution:

“THAT, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, the Company may elect to issue equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions described in the Explanatory Memorandum which accompanied and formed part of the Notice of Annual General Meeting.”

Voting Exclusion and Restriction Statement:

The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely in the capacity of a holder of ordinary securities in the Company) or an associate of that person.

However, the Company need not disregard a vote cast in favour of this resolution by:

Shareholders who intend to appoint the Chairman as proxy (including an appointment by default) should refer to the Proxy and Voting Instructions on page 7 of this Notice of Annual General Meeting.

Further details in respect of this Resolution 9 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

OTHER BUSINESS

To consider any other business that may be brought before the Meeting in accordance with the Constitution of the Company and the Corporations Act.

By the order of the Board;

Mr Phillip Hains

Company Secretary

Alterity Therapeutics Limited

Dated: 20^th October 2020

NOTICE OF 2020 ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

ALTERITY THERAPEUTICS LIMITED

ACN 080 699 065

(“the Company”)

2020 ANNUAL GENERAL MEETING

PURPOSE OF INFORMATION

This Explanatory Memorandum (“this Memorandum”) accompanies and forms part of the Company’s Notice of the 2020 Annual General Meeting (“Meeting”) to be held virtually by technology on Wednesday, 18 November 2020 at 9:30am (AEDT).

The Notice of the 2020 Annual General Meeting (“the Notice”) incorporates, and should be read together with, this Memorandum.

The 2020 Annual Financial Statements, comprising the Financial Report, Directors’ Report and Auditor’s Report for the year ended 30 June 2020 will be laid before the meeting. Shareholders will have the opportunity to ask questions about or make comments on the 2020 Annual Financial Statements and the management of the Company. A representative of the auditor will be invited to attend to answer questions about the audit of the Company’s 2020 Annual Financial Statements.

The Company’s 2020 Annual Financial Statements are set out in the Company’s 2020 Annual Report which can be obtained from the Company’s website, www.alteritytherapeutics.com or upon request to the Company Secretary by email to phillip@thecfo.com.au or to the Company’s registered office:

Level 3, 62 Lygon Street, Carlton, Victoria, 3053, Australia (telephone +61 3 9824 5254).

There is no requirement for these reports to be formally approved by Shareholders. No resolution is required to be moved in respect of this item.

Background

Pursuant to the Corporations Act 2001 at the Annual General Meeting of a listed company, the Company must propose a resolution that the Remuneration Report be adopted.

The purpose of this resolution is to present to the Shareholders the Company’s Remuneration Report so that Shareholders may ask questions about or make comments on the management of the Company in accordance with the requirements of the Corporations Act 2001 and vote on whether to adopt the Remuneration Report for the year ended 30 June 2020.

This resolution is advisory only and does not bind the Company. However, the Board will consider the outcome of the vote made by Shareholders on the remuneration report at the meeting when reviewing the Company’s remuneration policies. Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings (“AGM”) (treating this AGM as the first such meeting), shareholders will be required to vote at the second of those AGM’s on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director and CEO) must be put up for re-election. The vote on the Remuneration Report contained in the Company’s 2019 Annual Financial Statement was passed with the support of more than 75% of votes thus a spill resolution will not be required in the event 25% or more of the votes that are cast at the 2020 AGM are against the adoption of the 2020 Remuneration Report. However, in the event that 25% or more of votes that are cast are against the adoption of the 2020 Remuneration Report, shareholders should be aware if there is a ‘no’ vote of 25% or more for the same resolution at the 2021 AGM it may result in the re-election of the Board.

EXPLANATORY MEMORANDUM

The Remuneration Report is contained within the 2020 Annual Report.

You may access the Annual Report by visiting the Company’s website www.alteritytherapeutics.com.

Voting Restrictions

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice. In particular, Directors and other members of the key management personnel details of whose remuneration are included in the 2020 Remuneration Report or a closely related party of those persons must not vote on Resolution 1 and must not cast a vote as proxy, unless the proxy appointment gives a direction on how to vote on Resolution 1, provided however that the Chairman may vote undirected proxies on behalf of persons eligible to vote on Resolution 1 where expressly authorised to do so on the proxy form.

At each AGM of the Company, one third of the Directors of the Company must retire from office by rotation, in accordance with the Company’s Constitution. The Managing Director is not subject to rotation. No Director (except a Managing Director) shall retain office for a period in excess of three years without submitting himself or herself for re-election. A Director who retires from office by rotation and is eligible for re-election may offer him or herself for re-election.

Mr Peter Marks retires by rotation and, being eligible, offer himself for re-election:

EXPLANATORY MEMORANDUM

 

Other current directorships of ASX listed entities	Noxopharm Ltd (appointed March 2016) Nyrada Inc (appointed March 2018) Elsight Ltd (appointed January 2020)
Former directorships in last 3 years	Armadale Capital Plc Fluence Corporation Ltd
Committees	Member of the Audit Committee and Chairman of the Remuneration Committee
Interests in shares and options	Ordinary shares	43,111
	Options over ordinary shares	8,250,000

At each AGM of the Company, one third of the Directors of the Company must retire from office by rotation, in accordance with the Company’s Constitution. The Managing Director is not subject to rotation. No Director (except a Managing Director) shall retain office for a period in excess of three years without submitting himself or herself for re-election. A Director who retires from office by rotation and is eligible for re-election may offer him or herself for re-election.

Mr Lawrence Gozlan retires by rotation and, being eligible, offer himself for re-election:

EXPLANATORY MEMORANDUM

 

Other current directorships	Opthea Limited (Appointed 24 July 2020)
Former directorships in last 3 years	Nil
Committees	Nil
Interests in shares and options	Ordinary shares	Nil
	Options over ordinary shares	8,250,000

The Company has adopted two incentive plans: the 2004 ASX Plan (for securities issued to Australian directors, employees and consultants) and the 2018 ADS Plan (for securities issued to non-Australian based, particularly US based, employees, officers, consultants, independent contractors and directors).

The 2004 ASX Plan has been refreshed on several occasions, most recently at the 2020 General Meeting on 3 September 2020. The 2018 ADS Plan was also last refreshed at the 2020 General Meeting on 3 September 2020. “ADSs” are American Depository Shares of the Company reported on the NASDAQ Capital Market. The 2018 ADS Plan relates to ADS and rights to ADSs such as warrants (which are substantively equivalent to options to acquire new shares).

Resolutions 4 and 5 seek shareholder approvals to adopt and issue securities under the 2004 ASX Plan and 2018 ADS Plan (respectively) including increasing the aggregate number of securities that can be issued under the two plans following the approvals (the new “Plan Pool”). The Plan Pool is shared between the two plans. Refreshing the plans approves issues of securities from the Plan Pool under the plans, provided that issues to Directors and their associates (including persons whose relationship with the Company or a Director or an associate of a Director is, in ASX’s opinion, such that approval should be obtained) require further shareholder approvals to be obtained under Listing Rule 10.11 or 10.14 (as the case may be).

Summaries of the terms of the 2004 ASX Plan and the 2018 ADS Plan are set out in Annexures B and C. A full copy of each of the current plans is available on request.

The two plans presently relate to a common Plan Pool of 157.5 million securities (or an equivalent number of ADSs) as approved by shareholders at the General Meeting held on 3 September 2020. Since shareholders last approved the two plan, 35 million securities have been issued under the 2004 ASX Plan and 14 million securities have been issued under the 2018 ADS Plan.

The only proposed change to the plans since shareholders last approved the plans at the General Meeting on 3 September 2020 is to increase the Plan Pool to 200 million securities or an equivalent number of ADSs (being the maximum number of securities in aggregate which may be issued under the plans following the approval).

Shareholder approval for the increase is being sought because ASX Listing Rule 7.2 Exception 13 requires a fixed number of securities to be specified as the Plan Pool instead of a percentage. A specific number of 200 million securities would be consistent, following the issue of the Placement shares (if Resolution 7 is passed) with maintaining a pool of approximately 10% of shares on issue from time to time, as was the case for the calculation of previous specific number approved at the general meeting in September 2020 after proposed issues from the pool that were subject to approval at that meeting were taken into account.

The Board of Directors of the Company believes that refreshing the approvals of the 2004 ASX Plan and 2018 ADS Plan, and increasing the Plan Pool, are necessary in order for it to continue to:

EXPLANATORY MEMORANDUM

ASX Listing Rule 7.1 provides that shareholder approval is required for an issue of securities if the securities will, when aggregated with the securities issued by the entity during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12-month period.

ASX Listing Rule 7.2 Exception 13 provides an exception to ASX Listing Rule 7.1 for securities issued under an employee incentive scheme within 3 years after shareholder approval of the scheme. The Company therefore seeks approval of the plans (which are employee incentive schemes) under ASX Listing Rule 7.2 exception 13 so that issues of securities under the plans do not impede the capacity of the Company to issue up to a further 15% of its capital without shareholder approval. ASX Listing Rule 7.1 would otherwise require shareholder approval each time shares or other securities are issued to avoid using the Company’s capacity to 15% of its issued share capital.

ASX Listing Rule 7.2 exception 14 also provides an exception to Listing Rule 7.1 for issues made to Directors and their associates with approval under Listing Rules 10.11 or 10.14, also avoiding the use of the Company’s capacity to 15% of its issued share capital.

If shareholders approve Resolutions 5 and/or 6, then the Company would be able to issue securities under the plan(s) the subject of the Resolution(s) approved by shareholders without using the placement capacity available to the Company under the ASX Listing Rules (provided that no more than the maximum number of securities that may be issued under the plan(s) as approved by shareholders are issued). If shareholders do not approve Resolutions 5 and/or 6 then, in respect of the plan the subject of the Resolution(s) not approved by shareholders, the Company will continue to rely on the shareholder approval(s) obtained at the general meeting of shareholders on 3 September 2020.

As each of the Directors of the Company are (subject to further shareholder approvals) eligible to participate in either or both of the plans, they have abstained from making a recommendation in respect of Resolutions 4 or 5.

A voting exclusion statement and proxy voting prohibition as set out in the Notice applies to each of Resolutions 4 and 5.

Background to Resolutions #6 and #7

On 16 October 2020, the Company announced that it was proposing to issue up to an aggregate of 945,945,947 fully paid ordinary shares (Placement Shares) at an issue price of A$0.037 (3.7 Australian cents) per Placement Share to raise A$35 million before costs (Placement). The participants in the Placement will be unrelated professional, sophisticated and other investors exempt from the disclosure requirements of Ch 6D of the Corporations Act who were clients of MST Financial Services Pty Ltd (MST Financial), A.G.P./Alliance Global Partners (Alliance) or other brokers including institutional investors, or which were identified by the Company as part of its investor relations program.

EXPLANATORY MEMORANDUM

The Placement is proposed to be conducted in two tranches:

Funds raised from the Placement are to be used to progress the Company’s clinical development program for ATH434 including a Natural History study and a Phase 2 trial, both in Multiple System Atrophy patients, ongoing research and discovery, and working capital.

MST Financial was the lead manager of the Placement and Alliance acted as the US selling agent. MS Financial will receive 5% of the funds raised under the Placement, which shall include fees to be on-paid to brokers and other authorised parties including Alliance.

Resolution 6 – Ratification of prior issue of shares

Resolution 6 seeks shareholder ratification for the purposes of ASX Listing Rule 7.4 for the issue of the 271,251,007 T1 Placement Shares at an issue price of A$0.037 (3.7 Australian cents) per T1 Placement Share to raise approximately A$10.03 million before costs. Further details regarding issue of the T1 Placement Shares are set out above and below.

The T1 Placement Shares are proposed to be issued under the placement capacity available to the Company under ASX Listing Rules 7.1 and 7.1A between the date of the Notice and the date of the Meeting. The Company will release and Appendix 2A to ASX at or about the same time as issue of the T1 Placement Shares.

Of the aggregate 271,251,007 T1 Placement Shares, 162,750,604 are to be issued under the placement capacity available to the Company under ASX Listing Rule 7.1 and the remaining 108,500,403 are to be issued under the placement capacity available to the Company under ASX Listing Rule 7.1A.

ASX Listing Rule 7.4 provides that where a company’s shareholders ratify the prior issue of securities made pursuant to ASX Listing Rule 7.1 and/or 7.1A (provided that the previous issue of securities did not breach ASX Listing Rule 7.1 and/or 7.1A) those securities will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1 and/or 7.1A. The Company seeks approval under Listing Rule 7.4 to refresh its capacity to make further issues without shareholder approval under Listing Rule 7.1 and/or 7.1A.

If shareholders pass Resolution 6 then the T1 Placement Shares will be treated as not having used the placement capacity of the Company available under the ASX Listing Rules. The T1 Placement Shares will also increase the placement capacity available to the Company under the ASX Listing Rules. If shareholders do not pass Resolution 6 then the T1 Placement Shares will continue to use the placement capacity available to the Company under the ASX Listing Rules.

EXPLANATORY MEMORANDUM

The following information is provided in accordance with the requirements of ASX Listing Rule 7.5:

Resolution 7 – Approval for issue of securities

Resolution 7 seeks shareholder approval for the purposes of ASX Listing Rule 7.1 for the issue of 674,694,939 T2 Placement Shares at an issue price of A$0.037 (3.7 Australian cents) per T2 Placement Share to raise approximately $24.97 million before costs and for the issue of 674,694,939 free-attaching T2 Options each with an exercise price of A$0.07 (7 Australian cents), expiring three (3) years after the issue date (or the last ASX business day before that date if not an ASX business day) and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company and otherwise have the terms set out in Annexure D on the basis of one T2 Placement Options accompanying every T2 Placement Share issued. Further details regarding issue of the T2 Placement Shares and T2 Placement Options are set out above and below.

The issue of the T2 Placement Shares and the T2 Placement Options is subject to and conditional upon receipt of shareholder approval, which is sought under Resolution 7.

ASX Listing Rule 7.1 provides that a company must not, subject to specific exceptions, issue or agree to issue during any twelve month period any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the company’s issued share capital at the commencement of the twelve month period. One circumstance where an action or an issue is not taken into account in calculating the 15% threshold is where the issue has the prior approval of shareholders at a general meeting.

If shareholders approve Resolution 7, the Company will be able to issue the T2 Placement Shares and the T2 Placement Options the subject of Resolution 7. The issue of the T2 Placement Shares and shares upon exercise of the T2 Placement Options (if any) will increase the placement capacity available to the Company under the ASX Listing Rules. If shareholders do not approve Resolution 7 then the Company will not be able to issue the T2 Placement Shares and the T2 Placement Options.

EXPLANATORY MEMORANDUM

The following information is provided in accordance with the requirements of ASX Listing Rule 7.3:

It is proposed that the Constitution of the Company be amended as set out in Annexure A. A summary of the effect of the amendments that are proposed to the Constitution are set out below:

Restricted Securities

The Constitution is proposed to be amended to reflect changes to the ASX Listing Rules with respect to restricted securities. The proposed amendment specifically addresses the terms of ASX Listing Rule 15.12 (which was amended in December 2019) which, subject to transitional arrangements for existing listed entities, provides that the constitution of a listed entity must include specific text relating to restricted (escrowed) securities.

EXPLANATORY MEMORANDUM

An outline of the impact of these changes is set out below:

As the Company is already listed, any existing restricted securities on issue are subject to transitional arrangements. However, if the Company:

it will be required to comply with the new terms of ASX Listing Rule 15.12 in respect of any of its restricted securities following the above transaction(s). Noting the above, the Company considers the Meeting an appropriate time to update its Constitution to address the changes to the ASX Listing Rules as described above.

Conduct of shareholder meetings

The COVID-19 pandemic has resulted in entities adopting practices in connection with shareholder meetings to facilitate shareholder participation by virtual means without the need for attendance at a physical location. While the Constitution does not prohibit the holding of a shareholder meeting by electronic means, the Company considers the Meeting an appropriate time to update its Constitution to clarify and expand upon provisions relating to the conduct of shareholder meetings by electronic means, including without the need for a physical location, for the benefit and convenience of the shareholders of the Company. The Company also proposes amending provisions that require resolutions in general meetings to be determined on a show of hands to instead state that such resolutions are to be determined by a poll in accordance with recent ASIC and ASX guidance.

Paper transfers

The Company proposes amending the Constitution such that the Directors may in their discretion charge a fee in connection with paper transfers of securities (i.e. transfers effected other than via electronic means including the ASX). Such a fee would otherwise be required to be met by the Company from its cash reserves.

Change of name

The Constitution currently states the name of the Company as “Prana Biotechnology Limited” and is proposed to be updated to reflect the current name of the Company, being “Alterity Therapeutics Limited”.

General

The specific amendments to the Constitution are set out in Annexure A.

Resolution 8 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative).

EXPLANATORY MEMORANDUM

ASX Listing Rule 7.1A enables eligible entities to issue equity securities (as that term is defined in the ASX Listing Rules) up to 10% of its issued share capital through placements over a 12 month period after the Annual General Meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1. An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of A$300 million or less. The Company is an eligible entity as at the date of the Notice.

The Company seeks Shareholder approval by way of a special resolution to have the ability to issue equity securities under the 10% Placement Facility. The exact number of equity securities (if any) to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer to section 2(c) below). Equity securities under the 10% Placement Facility may only be issued for cash consideration. The Company may use funds raised from any 10% Placement Facility for funding of specific projects and/or general working capital.

If Resolution 9 is not passed by shareholders then the Company will not be able to issue Equity Securities under the 10% Placement Facility.

The Directors of the Company believe that Resolution 9 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this resolution.

The ability to issue equity securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an AGM.

Any equity securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of equity securities of the Company.

The Company, as at the date of the Notice, has on issue one class of quoted equity securities, being fully paid ordinary Shares.

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an AGM may issue or agree to issue, during the 12-month period after the date of the AGM, a number of equity securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of the issue or agreement:

EXPLANATORY MEMORANDUM

Note that A has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

The ability of an entity to issue equity securities under ASX Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under ASX Listing Rule 7.1.

The actual number of equity securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the equity securities in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer to section 2(c) above).

The issue price of equity securities issued under ASX Listing Rule 7.1A must be not less than 75% of the VWAP of equity securities in the same class calculated over the 15 trading days immediately before:

Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the AGM at which the approval is obtained and expires on the earlier to occur of:

EXPLANATORY MEMORANDUM

The effect of Resolution 9 will be to allow the Directors to issue the equity securities under ASX Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under ASX Listing Rule 7.1.

Resolution 9 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Pursuant to and in accordance with ASX Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

which may have an effect on the amount of funds raised by the issue of the equity securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in ASX Listing Rule 7.1A(2) as at the date of the Notice.

The table below also shows:

EXPLANATORY MEMORANDUM

* Please note that the current number of shares on issue shown above is correct at the date of the Notice.

The table has been prepared on the following assumptions:

EXPLANATORY MEMORANDUM

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A(4) upon issue of any equity securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of equity securities will be determined on a case-by-case basis having regard to factors including but not limited to the following:

The allottees under the 10% Placement Facility have not been determined as at the date of the Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company were to pursue an acquisition and were it to be successful in acquiring new resources assets or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments, provided the equity securities were issued for cash consideration.

In the 12 months prior to the Meeting, the Company has issued an aggregate of 134,525,949 equity securities (ordinary shares) under the 10% Placement Facility approved by shareholders at the 2019 AGM. In addition, and as set out in Resolution 6, the Company also proposes issuing a further 108,500,403 equity securities (ordinary shares) between the date of the Notice and the Meeting under the 10% Placement Facility approved by shareholders at the 2019 AGM.

The issues, including anticipated issues, of securities by the Company in the 12 months prior to the Meeting are set out below:

EXPLANATORY MEMORANDUM

 

Date of issue	25 May 2020
Number issued	86,879,949
Total consideration received	AUD 2,198,062 before costs, being an issue price of AUD 0.0253 per share
Class and type of equity security	Ordinary fully paid shares
Summary of terms	Ranking pari passu with all other fully paid ordinary shares on issue in the Company.
Persons who received securities or basis on which those persons were determined	Shareholders under ADRs (American Depository Receipts) who were unrelated professional, sophisticated and other exempt investors that did not require disclosure under Chapter 6D of the Corporations Act
Use of funds raised	For working capital and to progress research and development activities. Amount spent: $0 Amount remaining: $2,198,062

 

Date of issue	2 July 2020
Number issued	47,646,000
Total consideration received	AUD 1,562,789 before costs, at an issue price of AUD 0.0328 per share
Class and type of equity security	Ordinary fully paid shares
Summary of terms	Ranking pari passu with all other fully paid ordinary shares on issue in the Company.
Persons who received securities or basis on which those persons were determined	Shareholders under ADRs (American Depository Receipts) who were unrelated professional, sophisticated and other exempt investors that did not require disclosure under Chapter 6D of the Corporations Act
Use of funds raised	For working capital and to progress research and development activities. Amount spent: $0 Amount remaining: $1,562,789

EXPLANATORY MEMORANDUM

 

Date of issue	To be determined
Number issued	108,500,403
Total consideration received	AUD 4,015,514 before costs, being an issue price of AUD 0.037 per share
Class and type of equity security	Ordinary fully paid shares
Summary of terms	Ranking pari passu with all other fully paid ordinary shares on issue in the Company.
Persons who received securities or basis on which those persons were determined	Unrelated professional, sophisticated and other investors exempt from the disclosure requirements of Ch 6D of the Corporations Act who were clients of MST Financial, Alliance or other brokers including institutional investors, or which were identified by the Company as part of its investor relations program.
Use of funds raised	To progress the Company’s clinical development program for ATH434 including a Natural History study and a Phase 2 trial, both in Multiple System Atrophy patients, ongoing research and discovery, and working capital. Note that the below reflects the Company receiving the funds between the date of the Notice and the Meeting and utilising its existing funds first. Amount spent: $0 Amount remaining: $4,015,514

Assuming the issue of 108,500,403 equity securities (ordinary shares) between the date of the Notice and the Meeting under the 10% Placement Facility approved by shareholders at the 2019 AGM, the aggregate 243,025,949 equity securities issued in the 12 months preceding the Meeting represent 16.41% of the total number of equity securities on issue in the Company (being 1,480,772,456 total equity securities comprising 868,799,492 ordinary shares, 25,300,000 unlisted options and 586,672,964 warrants) at the commencement of the 12 month period preceding the Meeting (being 18 November 2020).

EXPLANATORY MEMORANDUM

ANNEXURE A

AMENDMENTS TO CONSTITUTION

References in this Annexure to amendments and clauses are to amendments proposed to the constitution of the Company and to clauses of the constitution of the Company.

Restricted securities

Amendment of clause 12 by deleting, with the exception of the heading, clause 12 in full and substituting the following:

“At times when the Company’s shares are listed for quotation on the ASX, for so long as the Company has any restricted securities on issue and despite any other provision in this Constitution:

Conduct of shareholder meetings

Amendment of clause 15.5(a) by deleting clause 15.5(a) in full and substituting the following:

“set out the date, time and, unless the meeting is to be held solely by audio/visual or other electronic means where able and/or permitted by law to be so held, the place of the meeting (and if the meeting is to be held in two (2) or more places or is to be held solely by audio, video and/or other communications technology, the technology that will be used to facilitate this);”

EXPLANATORY MEMORANDUM

Amend clause 16.4 by, after “proxy” and before the final “.” in the final sentence adding:

“or by representative appointed by section 250D of the Act”

Amend clause 16.4 by adding as a new sentence after the final “.” Of the existing clause 16.4:

“A member who is deemed present as set out in clause 16.1 who is participating in a meeting solely by audio, video and/or other communications technology is (if the meeting is able and/or permitted by law to be so held) treated as being present for all purposes including determining that a quorum is present.”

Amend clause 16.8 by adding after “from place to place” and before “,”, add:

“(or if able and/or permitted by law to be so held, solely by audio, video and/or other communications technology without requiring a physical venue), and/or by use of different technology from the initial meeting and/or at a venue instead of by communications technology.”

Amend clause 17.3 by deleting, with the exception of the heading, clause 17.3 in full and substituting the following:

“A resolution, other than a procedural resolution which shall include the election of a Chairperson, put to the vote of a meeting is decided by a poll in accordance with the Act unless otherwise determined by the Chairperson. Notwithstanding the remainder of this clause 17.3, a poll may be demanded at the times and in the circumstances permitted by the Act. The demand for a poll may be withdrawn.”

Paper transfers

Amend clause 8.1 by adding as a new sentence after the final “.” Of the existing clause 8.1:

“The Directors may in their discretion and if permitted by the Act, the Listing Rules and applicable law, charge a fee for a transfer effected by written transfer form.”

Change of name

Amend the constitution by replacing all references to “Prana Biotechnology Limited” with “Alterity Therapeutics Limited”.

Amend the definition of “Company” in clause 1.1 to read “means Alterity Therapeutics Limited [ACN 080 699 065].”

EXPLANATORY MEMORANDUM

ANNEXURE B

SUMMARY OF 2004 ASX PLAN – REFER RESOLUTION 4

The 2004 ASX Plan is administered by a Share Plan Committee. The Committee has authority, in its sole discretion, to issue share and grant options under the 2004 ASX Plan, to interpret the provisions of the 2004 ASX Plan and to prescribe, amend, and rescind rules and regulations relating to the 2004 ASX Plan or any issue or grant thereunder as it may deem necessary or advisable. All decisions made by the Committee pursuant to the provisions of the 2004 ASX Plan shall be final, conclusive and binding on all persons.

The number of shares issued or options granted, the exercise price and option term of options granted, and the vesting schedule and escrow periods of shares issued and options granted under the 2004 ASX Plan are determined by the Committee, in accordance with the provisions of the 2004 ASX Plan, and specified in an offer document from the Company and accepted by the eligible person, subject to the terms of the 2004 ASX Plan. Options granted under the 2004 ASX Plan will be unlisted and exercisable at an exercise price equal to less than market value of an ordinary share on the ASX at the date of grant, as set forth in the 2004 ASX Plan, or such other exercise price that the Committee determines to be appropriate under the circumstances. The term of an option granted under the 2004 ASX Plan will be determined by the Committee; however no option will be exercisable after the expiration of ten years from the date of its grant. Except as otherwise provided in the 2004 ASX Plan or determined by the Committee and set forth in an offer document, the issuance of shares and exercise of options granted under the 2004 ASX Plan will either (i) be subject to an escrow, under which such shares or options cannot be disposed of or exercised, respectively, within six months from the date of issue or grant (or 12 months if issued or granted to a director); or (ii) will vest over a four year period in four equal instalments, 25% at the end of each year from the date of grant. Shares issued and options granted under the 2004 ASX Plan may be subject to other performance criteria and hurdles, as determined by the Committee.

EXPLANATORY MEMORANDUM

ANNEXURE C

SUMMARY OF 2018 ADS PLAN – REFER RESOLUTION 5

The purpose of the 2018 ADS Plan is to provide incentive for non-Australian based (particularly US based) employees, officers, consultants, independent contractors and directors.

Options granted under the 2018 ADS Plan may be incentive stock options, as provided in Section 422 of the Internal Revenue Code of 1986, as amended, or non-qualified stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries (including, without limitation, officers and directors who are also employees of the Company and its subsidiaries) and may not be granted to any owner of 10% or more of the total combined voting power of all classes of stock of the Company and its subsidiaries, or a 10% holder. To the extent that the aggregate fair market value, determined on the date that an option is granted, of ADSs with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year exceeds $100,000, such option shall be treated as a non-qualified stock option.

Under the 2018 ADS Plan, the Company is entitled to grant to employees, officers, consultants, independent contractors and directors of the Company or any of its subsidiaries, from time to time, options to purchase American Depositary Shares, or ADSs, of the Company. The number of ADSs with respect to which options may be granted to any eligible participant under the 2018 ADS Plan in any calendar year shall not exceed 2.625 million ADSs, representing 108.5 million ordinary shares of the Company. ADSs that are forfeited under the terms of the 2018 ADS Plan and ADSs that are the subject of options that expire unexercised or which are otherwise surrendered by an optionee without receiving any payment or other benefit with respect thereto may again become available for new option grants under the 2018 ADS Plan.

The 2018 ADS Plan is administered by a Share Plan Committee. The Committee has authority, in its sole discretion, to grant options under the 2018 ADS Plan, to interpret the provisions of the 2018 ADS Plan and to prescribe, amend, and rescind rules and regulations relating to the 2018 ADS Plan or any options granted thereunder as it may deem necessary or advisable. All decisions made by the Committee pursuant to the provisions of the 2018 ADS Plan shall be final, conclusive and binding on all persons.

The type of option (incentive stock option or non-qualified stock option), exercise price, option term and vesting schedule of options granted under the 2018 ADS Plan are determined by the Committee, in accordance with the provisions of the ADS Plan, and specified in an option agreement by and between the Company and the optionee, subject to the terms of the 2018 ADS Plan. The exercise price per each ADS will be determined by the Committee at the time any option is granted, however the exercise price of an incentive stock option will not be less than 100% of the fair market value of such ADS on the date of the grant and the price of an incentive stock option granted to a 10% holder will not be less than 110% of the fair market value of such ADS on the date of the grant. Options granted under the 2018 ADS Plan will not be exercisable after the expiration of ten years from the date of grant, and in the case of an incentive stock option granted to a 10% holder, the term of the option will be five years from the date of grant or such shorter term as may be provided in the option agreement. The options will vest over a four year period in four equal instalments, 25% at the end of each year from the date of grant, unless otherwise provided by the Committee in an option agreement.

Options granted under the 2018 ADS Plan are not assignable or transferable by the grantee, other than by will or the laws of descent and distribution, and may be exercised during the lifetime of the grantee only by the grantee or his or her guardian or legal representative.

EXPLANATORY MEMORANDUM

ANNEXURE D

TERMS OF T2 PLACEMENT OPTIONS – REFER RESOLUTION 7

The terms of the issue of the Options are: