SEC Form SC 13D/A filed by Alterity Therapeutics Limited (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
Alterity Therapeutics Limited
(Name of Issuer)
Ordinary shares (“Ordinary Shares”)
(Title of Class of Securities)
Q7739U108
(CUSIP Number)
Amit Shashank, Esq.
Life Biosciences LLC
75 Park Plaza, Level 3
Boston, MA 02116
Telephone No.: 857-400-9245
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 28, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. Q7739U108 | |||||
| 1 | Names of Reporting Person Life Biosciences LLC | ||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||
| (a) | o | ||||
| (b) | o | ||||
| 3 | SEC Use Only | ||||
| 4 | Source of Funds (See Instructions) WC | ||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| 6 | Citizenship or Place of Organization Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 114,560,553* | |||
| 8 |
Shared Voting Power None | ||||
| 9 |
Sole Dispositive Power 114,560,553* | ||||
| 10 |
Shared Dispositive Power None | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 114,560,553* | ||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
| 13 | Percent of Class Represented by Amount in Row (11) 4.7%** | ||||
| 14 | Type of Reporting Person (See Instructions) OO | ||||
* The 114,560,553 Ordinary Shares referenced herein are evidenced by 1,909,342 American Depositary Shares (“ADSs”). Each ADS represents sixty (60) Ordinary Shares.
** This calculation is based on information publicly provided by the Issuer that 2,406,874,578 Ordinary Shares, including Ordinary Shares evidenced by ADSs, were outstanding as of June 30, 2022.
This Amendment No. 11 to Schedule 13D (the “Amendment”) is being filed by Life Biosciences LLC, a limited liability company organized under the laws of Delaware (the “Reporting Person” or “Life”), to amend the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on April 18, 2019, as amended on December 23, 2019, July 6, 2020, October 26, 2020, November 25, 2020, July 8, 2021, March 4, 2022, March 28, 2022, July 21, 2022, August 1, 2022 and August 26, 2022 (the “Schedule 13D”), with respect to the ordinary shares (the “Ordinary Shares”) of Alterity Therapeutics Limited (the “Issuer”).
Unless specifically amended hereby, the disclosure set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Schedule 13D.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Between August 29, 2022, and October 31, 2022, the Reporting Person disposed of an aggregate of 511,281 ADSs, representing the equivalent of 30,676,860 Ordinary Shares.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety by the following:
(a) – (b) The Reporting Person is the beneficial owner of 114,560,553 Ordinary Shares of the Issuer evidenced by 1,909,342 ADSs, representing approximately 4.7% of the outstanding Ordinary Shares of the Issuer based upon 2,406,874,578 Ordinary Shares, including Ordinary Shares evidenced by ADSs, outstanding as of June 30, 2022.
| (c) | From August 29, 2022 through October 31, 2022, the Reporting Person disposed of 511,281 ADSs, representing the equivalent of 30,676,860 Ordinary Shares, in open market transactions on the NASDAQ Capital Market. Details by date, listing the number of ADSs disposed of and the weighted average price per ADS are provided below. The Reporting Person undertakes to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of ADSs sold at each separate price for each transaction. |
| Date | ADSs Disposed Of | Weighted Average Price Per ADS | ||||||
| August 29, 2022 | 5,472 | $ | 0.6006 | |||||
| September 6, 2022 | 100 | $ | 0.6000 | |||||
| September 7, 2022 | 532 | $ | 0.6000 | |||||
| September 9, 2022 | 234 | $ | 0.5800 | |||||
| September 12, 2022 | 13,593 | $ | 0.5800 | |||||
| September 13, 2022 | 31,578 | $ | 0.5810 | |||||
| September 14, 2022 | 3,400 | $ | 0.5802 | |||||
| September 15, 2022 | 440 | $ | 0.5800 | |||||
| September 16, 2022 | 600 | $ | 0.5800 | |||||
| September 20, 2022 | 51,500 | $ | 0.6090 | |||||
| October 5, 2022 | 5,100 | $ | 0.4921 | |||||
| October 6, 2022 | 4,770 | $ | 0.4912 | |||||
| October 7, 2022 | 2,300 | $ | 0.4695 | |||||
| October 10, 2022 | 6,300 | $ | 0.4261 | |||||
| October 11, 2022 | 6,297 | $ | 0.4215 | |||||
| October 12, 2022 | 2,000 | $ | 0.4450 | |||||
| October 13, 2022 | 5,300 | $ | 0.4444 | |||||
| October 14, 2022 | 3,900 | $ | 0.4564 | |||||
| October 17, 2022 | 2,500 | $ | 0.4564 | |||||
| October 18, 2022 | 7,100 | $ | 0.4318 | |||||
| October 19, 2022 | 4,300 | $ | 0.4334 | |||||
| October 20, 2022 | 35,638 | $ | 0.4333 | |||||
| October 21, 2022 | 3,752 | $ | 0.4361 | |||||
| October 24, 2022 | 68,412 | $ | 0.4248 | |||||
| October 25, 2022 | 32,400 | $ | 0.4155 | |||||
| October 26, 2022 | 28,855 | $ | 0.4315 | |||||
| October 27, 2022 | 56,500 | $ | 0.4118 | |||||
| October 28, 2022 | 69,325 | $ | 0.4042 | |||||
| October 31, 2022 | 59,083 | $ | 0.4004 | |||||
Except for the foregoing, the Reporting Person has not effected any transactions in Ordinary Shares, including Ordinary Shares evidenced by ADSs, in the past 60 days.
| (d) | To the knowledge of the Reporting Person, none of the persons set forth on Schedule I hereto has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the foregoing securities. |
| (e) | The Reporting Person ceased to be the beneficial owner of more than five percent of the class of securities referenced herein on October 28, 2022. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 31, 2022
| LIFE BIOSCIENCES LLC | ||
| By: | /s/Amit Shashank, Esq. | |
| Name: | Amit Shashank, Esq. | |
| Title: | General Counsel | |