kazia therapeutics ltd adr美股招股说明书(2025-12-23版)

232,956 American Depositary Shares Representing 116,478,000 OrdinaryShares Kazia Therapeutics Limited This prospectus relates to the resale by the selling shareholders named in this prospectus (the “Selling Shareholders”) from time to time of up to anaggregate of 232,956 American Depositary Shares (the “Offered ADSs”), with each American Depositary Share (“ADS”) representing 500 of ourordinary shares, no par value per share (the “Ordinary Shares”), or 116,478,000 Ordinary Shares in the aggregate, comprised of (i)14,204,500 OrdinaryShares and (ii)204,547 ADSs issued or issuable upon the exercise of the pre-funded warrants (the“Pre-Funded Warrants”) issued to the Selling We will not receive any of the proceeds from the sale of the Offered ADSs by the Selling Shareholders. Any ADSs subject to resale hereunder will havebeen issued by us and acquired by the Selling Shareholders prior to any resale of such shares pursuant to this prospectus. The Selling Shareholders and any of their pledgees, assignees and successors-in-interest, may offer or resell the Offered ADSs from time to time throughpublic or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The SellingShareholders will bear all commissions, discounts, and fees of underwriters, selling brokers or dealer managers and similar expenses if any, attributable We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectusand any amendments or supplements carefully before you make your investment decision. The ADSs are listed on the Nasdaq Capital Market, under the symbol “KZIA.” On December22, 2025, the last reported sale price of the ADSs on theNasdaq Capital Market was $10.00 per ADS. We are a “foreign private issuer,” as defined under the federal securities laws, and, as such, we will be subject to reduced public company reportingrequirements for this prospectus and future filings. See “Prospectus Summary-Implications of Being a Foreign Private Issuer.” You should read this prospectus, together with additional information described under the headings “Where You Can Find More Information” and“Incorporation of Documents by Reference” carefully before you invest in any of our securities. Investing in our securities involves a high degree of risk. These risks are discussed in this prospectus under “RiskFactors” beginning on page 9 and the “Risk Factors” in “Item3.Key Information-D. Risk Factors” of our most recentAnnual Report on Form20-F, which is incorporated by reference in this prospectus, as well as in any other recently 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 this prospectus. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYTHE OFFERING Table of Contents ABOUT THIS PROSPECTUS The Selling Shareholders named in this prospectus may resell, from time to time, in one or more offerings, the Offered ADSs. Information aboutthe Selling Shareholders may change over time. When the Selling Shareholders sells Offered ADSs representing Ordinary Shares under this prospectus,we will, if necessary and required by law, provide a prospectus supplement that will contain specific information about the terms of that offering. Anyprospectus supplement may also add to, update, modify or replace information contained in this prospectus. If a prospectus supplement is provided andthe description of the offering in the prospectus supplement varies from the information in this prospectus, you should rely on the information in the You should rely only on the information contained or incorporated by reference in this prospectus or any applicable prospectussupplement. We have not, and the Selling Shareholders have not, authorized any other person to provide you with different or additionalinformation. If anyone provides you with different or additional information, you should not rely on it. This prospectus is not an offer to sell,nor is any of the Selling Shareholders seeking an offer to buy, the Offered ADSs in any jurisdiction where the offer or sale is not permitted. Nooffers or sales of any of the Offered ADSs are to be made in any jurisdiction in which such an offer or sale is not permitted. You should assume You should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the documentsincorporated by reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus, before making an investmentdecision. Neither the delivery of this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereund