[424B3] KAZIA THERAPEUTICS LTD Prospectus Filed Pursuant to Rule 424(b)(3)
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.
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Insights
Nasdaq MVLS noncompliance creates real delisting risk despite planned appeal.
Kazia Therapeutics discloses that its Market Value of Listed Securities was below the
The company intends to request a hearing before a Nasdaq Hearings Panel, which will automatically stay any suspension or delisting action during the hearing process and any extension granted by the Panel. The path forward therefore depends on both the Panel’s assessment of Kazia’s plan and the company’s ability to lift and sustain its market value above the continued listing threshold.
Kazia explicitly warns that there is no assurance its plan will be accepted or that it will regain compliance with Nasdaq listing standards. For investors, the key issue is that continued trading on The Nasdaq Capital Market is now contingent on a successful hearing outcome and subsequent compliance, and any adverse decision could shift trading to a less liquid venue.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-284606
PROSPECTUS SUPPLEMENT
(to Prospectus dated February 5, 2025)
274,666 American Depositary Shares representing
137,333,300
Ordinary Shares
Kazia Therapeutics Limited
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 5, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-284606), with the information contained in our current report on Form 6-K, furnished to the Securities and Exchange Commission on November 18, 2025 (the “November 18, 2025 Form 6-K”). Accordingly, we have attached the November 18, 2025 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 be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus 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 November 17, 2025, the last reported sale price of the ADSs on Nasdaq was $6.08 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 is incorporated by reference in the Prospectus, as well as in any other recently filed reports and, if any, in any applicable prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 18, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2025
Commission File Number 000-29962
Kazia Therapeutics Limited
(Translation of registrant’s name into English)
Three International Towers Level 24 300 Barangaroo Avenue Sydney NSW 2000
(Address of principal executive office)
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
As previously disclosed, Kazia Therapeutics Limited (the “Company”) received a notice (the “Notice”) from the Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) on May 12, 2025 notifying the Company that from March 28, 2025 to May 9, 2025, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $35 million required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq provided the Company with 180 calendar days, or until November 10, 2025 (the “Compliance Date”), to regain compliance with the MVLS Requirement.
On November 12, 2025, the Company received a staff determination letter (“Staff Letter”) from the Staff of Nasdaq indicating that the Company had not regained compliance with the MVLS Requirement by November 10, 2025. Pursuant to the Nasdaq Listing Rules and the Staff Letter, unless the Company timely requests a hearing before a Hearings Panel (the “Panel”), the Company’s securities would be subject to suspension/delisting. Accordingly, the Company intends to timely request a hearing before the Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing.
At the hearing, the Company intends to demonstrate its ability to regain compliance with the deficiencies cited by the Staff, as well as its ability to sustain long-term compliance with all applicable maintenance criteria. There can be no assurance that the Company’s plan to regain compliance presented at the hearing will be accepted by the Panel, or that, if it is, the Company will be able to regain compliance with the applicable Nasdaq listing requirements.
The Company hereby incorporates by reference the information contained herein into the Company’s registration statement on Form F-3 (File No. 333-281937).
Forward-Looking Statements
This report of foreign private issuer on Form 6-K may contain forward-looking statements, which can generally be identified as such by the use of words such as “may,” “will,” “estimate,” “future,” “forward,” “anticipate,” or other similar words. Any statement describing Kazia’s future plans, strategies, intentions, expectations, objectives, goals or prospects, and other statements that are not historical facts, are also forward looking statements, including, but not limited to, statements regarding: Kazia’s intent to demonstrate its ability to regain compliance with the MVLS requirement, the outcome of the Panet’s review of any Kazia appeal of the Staff’s determination, and any course of action to regain compliance with the Nasdaq continued listing requirements. Such statements are based on Kazia’s current expectations and projections about future events and future trends affecting its business and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements, including risks and uncertainties associated with Kazia’s ability to regain and/or maintain compliance with the applicable Nasdaq continued listing requirements and standards. These and other risks and uncertainties are described more fully in Kazia’s Annual Report, filed on Form 20-F with the SEC on November 7, 2025, and in subsequent filings with the United States Securities and Exchange Commission. Kazia undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required under applicable law. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report of foreign private issuer on Form 6-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Kazia Therapeutics Limited (Registrant)
| /s/ John Friend |
| John Friend |
| Chief Executive Officer |
| Date: November 18, 2025 |
FAQ
What does Kazia Therapeutics Limited (KZIA) disclose about its Nasdaq listing status?
Kazia Therapeutics reports that Nasdaq staff determined the company did not regain compliance with the Market Value of Listed Securities requirement by November 10, 2025, and that its securities are therefore subject to potential suspension and delisting.
What specific Nasdaq requirement did Kazia Therapeutics fail to meet?
The company fell below Nasdaq Listing Rule 5550(b)(2), which requires a minimum $35 million Market Value of Listed Securities for continued listing on The Nasdaq Capital Market.
How is Kazia Therapeutics responding to the Nasdaq staff determination letter?
Kazia intends to timely request a hearing before a Nasdaq Hearings Panel. This hearing request will automatically stay any suspension or delisting action while the hearing and any Panel-granted extension period are pending.
Is there any assurance that Kazia Therapeutics will remain listed on Nasdaq?
No. The company states there can be no assurance that the Panel will accept its plan to regain compliance or that it will ultimately satisfy all applicable Nasdaq continued listing requirements.
What is the purpose of the new prospectus supplement filed by Kazia Therapeutics?
The prospectus supplement updates the February 5, 2025 prospectus for 274,666 American Depositary Shares by attaching and incorporating the newly filed Form 6-K describing Kazia’s Nasdaq listing compliance situation.
On which market and under what symbol do Kazia Therapeutics ADSs trade?
Kazia’s American Depositary Shares are listed on The Nasdaq Capital Market under the trading symbol KZIA.
