Opthea Ltd ADR 2025年年度报告和过渡报告

Securities registered or to be registered pursuant to Section 12(b) of the Act. Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.1,231,817,008Ordinary Shares (including shares underlying American Depositary Shares).12,430,322American Depositary Shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities ExchangeAct of 1934.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of“large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standardsasissued by the International Accounting StandardsBoard If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.Item 17☐Item 18☐ TABLE OF CONTENTS 2PRESENTATION OF FINANCIAL AND OTHER INFORMATIONENFORCEMENT OF CIVIL LIABILITIESFORWARD-LOOKING STATEMENTSPART IItem 1.Identity of Directors, Senior Management and AdvisersItem 2.Offer Statistics and Expected TimetableItem 3.Key Information3A.Reserved3B.Capitalization and Indebtedness3C.Reasons for the offer and use of proceeds3D.Risk FactorsItem 4.Information on the Company4A.History and Development of Opthea4B.Business Overview4C.Organizational Structure4D.Property, Plants and EquipmentItem 4A.Unresolved Staff CommentsItem 5.Operating and Financial Review and Prospects5A.Operating Results5B.Liquidity and Capital Resources5C.Research and Development, Patents and Licenses5D.Trend Information5E.Critical Accounting EstimatesItem 6.Directors, Senior Management and Employees6A.Directors and Senior Management6B.Compensation6C.Board Practices6D.Employees6E.Share Ownership6F.Disclosure of a Registrant's Action to Recover Erroneously Awarded CompensationItem 7.Major Shareholders and Related Party Transactions7A.Major Shareholders7B.Related Party Transactions7C.Interests of Experts and CounselItem 8.Financial Information8A.Consolidated Statements and Other Financial Information8B.Significant ChangesItem 9.The Offer and Listing9A.Offer and Listing Details9B.Plan of Distribution9C.Markets9D.Selling Shareholders9E.Dilution9F.Expenses of the IssueItem 10.Additional Information10A.Share Capital10B.Constitution10C.Material Contracts10D.Exchange Controls10E.Taxation10F.Dividends and Paying Agents10G.Statement by Experts10H.Documents on Display10I.Subsidiary Information10J.Annual Report to Security HoldersItem 11.Quantitative and Qualitative Disclosures about Market Risk TABLE OF CONTENTS Item 12.Description of Securities Other