Filing Details

 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934 

(Amendment No. 10)

 

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)

 

August 24, 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   145,237,413*
	8	Shared Voting Power None
	9	Sole Dispositive Power 145,237,413*
	10	Shared Dispositive Power None

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 145,237,413*
	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) 6.0%**
	14	Type of Reporting Person (See Instructions) OO

 

* The 145,237,413 Ordinary Shares referenced herein are evidenced by 2,420,623 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 27, 2022.

 

 

This Amendment No. 10 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 and August 1, 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 2, 2022, and August 26, 2022, the Reporting Person disposed of an aggregate of 567,502 ADSs, representing the equivalent of 34,050,120 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 145,237,413 Ordinary Shares of the Issuer evidenced by 2,420,623 ADSs, representing approximately 6.0% 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 27, 2022.

 

(c)

From August 2, 2022 through August 26, 2022, the Reporting Person disposed of 567,502 ADSs, representing the equivalent of 34,050,120 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 2, 2022			19,700			$	0.5947
August 5, 2022			23,708			$	0.6305
August 8, 2022			1,700			$	0.6521
August 9, 2022			7,000			$	0.6363
August 10, 2022			133,759			$	0.6080
August 11, 2022			22,796			$	0.6141
August 12, 2022			30,911			$	0.6044
August 15, 2022			33,885			$	0.6156
August 16, 2022			11,575			$	0.6300
August 18, 2022			22,125			$	0.6303
August 19, 2022			245			$	0.6300
August 22, 2022			18,652			$	0.6028
August 23, 2022			53,644			$	0.6008
August 24, 2022			70,132			$	0.6052
August 25, 2022			99,952			$	0.6099
August 26, 2022			11,718			$	0.6006

 

Except for the foregoing, and the sales reported on the amendments to the Schedule 13D filed on July 21 and August 1, 2022, 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)

Not applicable.

 

 

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: August 26, 2022

 

	LIFE BIOSCIENCES LLC
	By:	/s/Amit Shashank, Esq.
	Name:	Amit Shashank, Esq.
	Title:	General Counsel