kazia therapeutics ltd aDR美股招股说明书(2025-07-25版)

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered orutilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read inconjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 of the Prospectus andthe “Risk Factors” in “Item 3. Key Information—D. Risk Factors” of our most recent Annual Report on Form20-F, applicable prospectus supplement.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is July25, 2025 REPORT OF FOREIGN PRIVATE ISSUER Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-For Form40-F. Indicate by check mark if the registrant is submitting the Form6-Kin paper as permitted by RegulationS-TRule 101(b)(7):☐ Agreement and the prospectus supplement filed by the Company on July 25, 2025, the Company may offer and sell up to US$1,906,196 of ADSs. The Company is not obligated to make any sales of ADSs under the Agreement and Rodman is not required to sell any number or dollar amount ofthe ADSs but will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal law, rules ADSs, including the number of ADSs to be issued, the time period during which sales are requested to be made, limitations on the number of ADSs thatmay be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Agreement,Rodman may sell the ADSs by methods deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933,as amended, including sales made through the Nasdaq Capital Market, on any other existing trading market for the ADSs, to or through a market maker,or, if expressly authorized by the Company, in privately negotiated transactions. The Company will pay Rodman a commission rate of up to 3.0% of thegross proceeds of any ADSs sold through Rodman under the Agreement; provided, however, that such compensation will not apply when Rodman actsas principal, in which case the Company may sell the ADSs to Rodman as principal at a price agreed upon at the relevant applicable time and pursuant to Rodman upon ten days’ prior notice to the Company, or at any time under certain circumstances, including but not limited to the occurrence of a materialadverse change in the Company.The Company currently intends to use the net proceeds from this offering primarily for general corporate purposes, which may include workingcapital and capital expenditures, expenses related to research, clinical development and commercial efforts, general and administrative expenses, andpotential acquisitions of, or investments in, companies, technologies, products or assets that complement its business.This Report of Foreign Private Issuer on Form6-Kshall not constitute an offer to sell or the solicitation of any offer to buy the securitiesdiscussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawfulprior to registration or qualification under the securities laws of any such state.Baker& McKenzie, Australian counsel to the Company, has issued a legal opinion relating to the validity of the ADSs being offered pursuant tothe Agreement as well as the Ordinary Shares underlying the ADSs. A copy of such legal opinion, including the consent included therein, is filed asExhibit 5.1 to this Report of Foreign Private Issuer on Form6-Kand is incorporated herein by reference. andthat may expose us to additional risks.We are currently developing, and may develop future product candidates, for use in combination with one or more currently approved or other suspended, or terminated. Any such events would likely have a material impact on our operations and the development of the affected productcandidate(s) and may ultimately prevent the approval of such product candidate or render continued development efforts too costly to proceed. therapies. This could result in our own products being removed from the market or cause material delays in, or the suspension or discontinuation, of ourproduction and/or distribution of the applicable product, as our ability to market any such product will be limited to the extent specified in the FDA’sapproval, if granted. may cause delays in the approval or the decision not to approve a market