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Kazia Therapeutics Ltd ADR美股招股说明书(2026-06-02版)

2026-06-02 美股招股说明书 章嘉艺
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PROSPECTUS SUPPLEMENT(to Prospectus dated December 22, 2025) 266,666 American Depositary Shares representing133,333,000Ordinary Shares This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated December 22,2025 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-284606), as amended,with the information contained in our current report on Form 6-K, furnished to the Securities and Exchange Commission on June 2,2026 (the “June 2, 2026 Form 6-K”). Accordingly, we have attached the June 2, 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 June 1, 2026, the last reported saleprice of the ADSs on Nasdaq was $12.56 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 June 2, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of June 2026 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 Form 20-F or Form 40-F. Form 20-F☒Form 40-F☐ INFORMATION CONTAINED IN THIS FORM 6-K REPORT Appointment of Chief Financial Officer This report on Form 6-K (the “Report”) contains information regarding the appointment of a new executive officer of KaziaTherapeutics Limited (the “Company”). On June 2, 2026, the Company announced the appointment of James Levine as ChiefFinancial Officer, effective June 1, 2026. In connection with Mr. Levine’s appointment, the Company’s subsidiary, Kazia Therapeutics, Inc., entered into an employment letteragreement with Mr. Levine, effective June 1, 2026 (the “Employment Agreement”). Mr. Levine will receive an annual base salary ofUS$475,000, is eligible for an annual target bonus of 40% of his annual base salary (prorated for 2026), and, subject to Boardapproval, will be granted options over 200,000 American Depositary Shares (“ADSs”). One-third of the ADS options will vest uponcommencement of employment, with the remaining two-thirds vesting in equal yearly installments thereafter. Mr. Levine will forfeitall options upon a voluntary departure prior to the completion of one year of employment. Mr. Levine’s employment is on an at-will basis. In the event of a termination without Cause or resignation for Good Reason (each asdefined in the Employment Agreement) in connection with a Change in Control (as defined in the Employment Agreement), Mr.Levine is entitled to (i) severance pay equal to 12 months of base salary, (ii) a pro-rata bonus for the year of termination, and (iii)continued health care coverage under COBRA for up to 6 months. In the event of a termination without Cause or resignation for GoodReason other than in connection with a Change in Control, Mr. Levine is entitled to (i) severance pay equal to a maximum of 6 monthsof base salary (subject to mitigation), (ii) a pro-rata bonus for the year of termination, and (iii) continued health care coverage underCOBRA for up to 6 months. Receipt of severance benefits is conditioned upon Mr. Levine’s compliance with the confidentiality andproprietary information agreements, as well as his delivery of an effective general release of claims within 30 days followingtermination. The Employment Agreement also contains customary provisions regarding confidentiality, assignment of inventions, and a 12-monthpost-termination non-solicitation covenant. The foregoing summary of the Employment Agreement d