Kazia Therapeuti SEC Filings

Kazia Therapeutics closed a large private placement, selling 4,530,854,000 ordinary shares at $0.01 per share and issuing pre-funded warrants to purchase up to 938,490 ADSs, each ADS representing 500 ordinary shares. It also issued placement agent warrants for up to 700,013 ADSs at $7.50 per ADS.

The transaction closed on December 3, 2025 and generated approximately $46.5 million in net proceeds for the company. Kazia states that, as a result, it now believes its stockholders' equity exceeds the $2.5 million requirement for continued listing on The Nasdaq Capital Market under an alternative standard.

The company plans to inform the Nasdaq Hearings Panel of this status and notes that it anticipates the financing will extend its cash runway into the second half of 2028. However, it cautions that there is no assurance Nasdaq will determine that the company has regained compliance with all continued listing standards.

Kazia Therapeutics Limited is updating a previously registered offering of 95,111 American Depositary Shares, representing 47,555,560 ordinary shares, via a prospectus supplement that incorporates its latest Form 6-K disclosure. The ADSs trade on Nasdaq under the symbol KZIA, and on November 17, 2025, the last reported sale price was $6.08 per ADS.

The attached Form 6-K explains that Kazia has not regained compliance with Nasdaq’s $35 million Market Value of Listed Securities requirement by the November 10, 2025 deadline. Nasdaq staff has issued a determination letter, and Kazia intends to request a hearing before a Nasdaq Hearings Panel, which will temporarily stay any suspension or delisting. The company plans to present a compliance plan at the hearing but cautions there is no assurance the Panel will accept it or that it will ultimately meet all Nasdaq listing standards.

Kazia Therapeutics Limited updates its prospectus covering 1,770,000 American Depositary Shares, representing 885,000,000 ordinary shares, by incorporating a new Form 6-K. The update explains that Nasdaq previously notified the company its Market Value of Listed Securities was below the required $35 million from March 28, 2025 to May 9, 2025, triggering a compliance period that ended on November 10, 2025. On November 12, 2025, Nasdaq staff determined Kazia had not regained compliance and indicated its securities are subject to suspension or delisting unless a hearing is requested. Kazia plans to request a hearing before a Nasdaq Hearings Panel to present a plan to regain and sustain compliance, but there is no assurance the panel will accept the plan or that compliance will be restored.

Kazia Therapeutics Limited filed a prospectus supplement covering 274,666 American Depositary Shares, each representing ordinary shares, and uses it to attach and highlight a new Form 6-K disclosure.

The company reports it failed to regain compliance with Nasdaq’s Market Value of Listed Securities requirement, which mandates at least $35 million in market value under Nasdaq Listing Rule 5550(b)(2) by the November 10, 2025 compliance date. On November 12, 2025, Nasdaq staff issued a determination letter stating that Kazia had not met this requirement and that its securities are subject to suspension and potential delisting.

Kazia plans to timely request a hearing before a Nasdaq Hearings Panel, which will automatically stay any suspension or delisting action while the hearing process and any Panel-granted extension period are pending. The company states it intends to demonstrate its ability to regain and sustain compliance, but cautions there is no assurance the Panel will accept its plan or that it will ultimately meet the listing standards.

Kazia Therapeutics Limited reports that it has not regained compliance with Nasdaq’s minimum Market Value of Listed Securities requirement of $35 million under Listing Rule 5550(b)(2) by the November 10, 2025 compliance date. Nasdaq staff sent a determination letter on November 12, 2025 stating that, absent further action, the company’s securities would be subject to suspension or delisting from The Nasdaq Capital Market.

Kazia intends to timely request a hearing before a Nasdaq Hearings Panel, which will automatically stay any suspension or delisting action while the hearing process and any granted extension period are pending. The company plans to present a case that it can regain compliance and maintain it over the long term, but cautions that there is no assurance the Panel will accept its plan or that compliance will ultimately be restored.

Kazia Therapeutics Limited filed its Annual Report on Form 20-F, outlining continued operating losses and funding needs as it advances oncology programs. The company reported net losses of A$20.5 million, A$26.8 million, and A$20.7 million for fiscal years 2023, 2024, and 2025, respectively. Revenue was A$42 thousand in 2025, compared with A$2.3 million in 2024, reflecting the irregular nature of licensing income.

As of June 30, 2025, cash at bank was A$4.3 million, and the company raised A$16 million during the year from ADS sales. Management disclosed substantial doubt about the company’s ability to continue as a going concern, with current resources expected to fund operations until approximately March 2026. The “Baby Shelf Rule” limits capital raises under Form F-3 until non‑affiliate float exceeds $75 million. Ordinary shares outstanding were 809,418,734 as of June 30, 2025.

Kazia completed ADS ratio changes, moving to 1 ADS = 100 ordinary shares on October 28, 2024 and to 1 ADS = 500 ordinary shares on April 17, 2025. Lead programs include paxalisib (PI3K/Akt/mTOR inhibitor) and EVT801 (VEGFR3 inhibitor), with added pipeline work through collaborations with QIMR, including a PD‑L1 degrader program.

Kazia Therapeutics announced an in-licensing agreement with QIMR Berghofer for a first-in-class PD-L1 protein degrader program centered on lead compound NDL2. The company expects IND-enabling studies to start within six months and aims to begin first-in-human studies in approximately 15 months. Kazia will make a $1.39M one-time payment within 15 business days after signing and will be responsible for development costs. If commercialized, Kazia will receive a percentage of commercialization revenue in the mid-to-high double digits, including out-licensing receipts. The announcement notes these are forward-looking goals and Kazia has no obligation to update such statements except as required by law.