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Kazia Therapeutics Ltd ADR美股招股说明书(2026-04-01版)

2026-04-01 美股招股说明书 周振
报告封面

232,956 American Depositary Shares representing116,478,000Ordinary Shares Kazia Therapeutics Limited This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated December 23,2025 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-290598), as amended,with the information contained in our current report on Form 6-K, furnished to the Securities and Exchange Commission on March 31,2026 (the “March 31, 2026 Form 6-K”). Accordingly, we have attached the March 31, 2026 Form 6-K to this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectussupplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in theProspectus and this prospectus supplement, you should rely on the information in this prospectus supplement. The ADSs are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “KZIA.” On March 30, 2026, the last reported saleprice of the ADSs on Nasdaq was $7.31 per ADS. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 of the Prospectus and the“Risk Factors” in “Item 3. Key Information-D. Risk Factors” of our most recent Annual Report on Form 20-F, which isincorporated by reference in the Prospectus, as well as in any other recently filed reports and, if any, in any applicableprospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to thecontrary is a criminal offense. The date of this prospectus supplement is March 31, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of March2026 Commission File Number: 000-29962 Kazia Therapeutics Limited.(Exact Name of Registrant as Specified in Its Charter) Three International Towers Level 24 300 Barangaroo Avenue Sydney NSW 2000(Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-F or Form40-F. Form20-F☒Form40-F☐ INFORMATION CONTAINED IN THIS FORM 6-K REPORT Departure of Director This report on Form 6-K (the “Report”) contains information regarding a change to the board of directors (the “Board”) of KaziaTherapeutics Limited (the “Company”). On March 26, 2026, Bryce Carmine, the current Chairman of the Board, notified the Board ofhis intent to retire. The Board accepted his resignation from the Board and all of its committees, including his roles as Chair of theBoard and member of the Remuneration and Nomination Committee and Audit, Risk and Governance Committee, effective March 31,2026. Mr. Carmine’s resignation was not the result of any disagreement between him and the Company on any matter relating to theCompany’s operations, policies or practices. Effective upon Mr. Carmine’s resignation, Ms. Ebru Davidson was appointed to theAudit, Risk and Governance Committee of the Board and the size of the Company’s Board of Directors was reduced from four to threeDirectors. Results of Annual General Meeting As scheduled, the Company held its Annual General Meeting (the “AGM”) at 9.00 a.m., Sydney time, on March 25, 2026, online athttps://kaziatherapeutics.verovoting.com.au. At theAGM, the Company’s shareholders voted on one resolution with respect to there-electionof Steven Coffey as a director of the Company, which is listed below and was described in more detail in the Company’sNotice of Annual General Meeting and accompanying Explanatory Statement, which are available electronically on the “ForInvestors” section of the Company’s website. Resolution 1 –Re-electionof Steven Coffey as Director There-electionof Steven Coffey as a director of the Company was approved by the Company’s shareholders. The results of theapproval were as follows: VOTES Investor Presentation and Fact Sheet The Company is furnishing with this Report on Form 6-K (i) its corporate presentation, dated March 27, 2026, as Exhibit 99.1 and (ii)its fact sheet, dated March 27, 2026, as Exhibit 99.2. The information in this Report, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes ofSection 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing under theSecurities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. EXHIBIT INDEX The following exhibits are