[424B3] KAZIA THERAPEUTICS LTD Prospectus Filed Pursuant to Rule 424(b)(3)
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.
- None.
- Heightened Nasdaq delisting risk: Kazia did not regain compliance with Nasdaq’s $35 million Market Value of Listed Securities requirement by the November 10, 2025 deadline and now faces a hearings process with an uncertain outcome.
Insights
Nasdaq MVLS noncompliance creates real listing risk despite a planned appeal.
Kazia Therapeutics reports that its Market Value of Listed Securities fell below Nasdaq’s
The company plans to request a hearing before a Nasdaq Hearings Panel, which will automatically stay any suspension or delisting while the process is ongoing and during any extension period the Panel may grant. At that hearing, Kazia intends to show a viable path to regain and sustain compliance with Nasdaq’s maintenance criteria, but explicitly notes there can be no assurance its plan will be accepted or that it will ultimately meet the applicable requirements.
From an investor perspective, the key risk is the potential loss of the Nasdaq listing if Kazia cannot demonstrate compliance. That could affect trading liquidity and visibility for the ADSs, even though the prospectus supplement itself mainly updates an existing registration of 95,111 ADSs representing 47,555,560 ordinary shares. The ultimate outcome depends on the Panel’s decision and Kazia’s ability to improve its market value sufficiently to satisfy Nasdaq’s standards.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-276774
PROSPECTUS SUPPLEMENT
(to Prospectus dated December 2, 2024)
95,111 American Depositary Shares representing
47,555,560
Ordinary Shares
Kazia Therapeutics Limited
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated December 2, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-276774), 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 is Kazia Therapeutics Limited (KZIA) registering or updating in this prospectus supplement?
Why did Nasdaq issue a noncompliance notice to Kazia Therapeutics (KZIA)?
What happened after Kazia failed to regain compliance by November 10, 2025?
How does Kazia Therapeutics plan to respond to the Nasdaq staff determination letter?
Is there any assurance that Kazia will remain listed on the Nasdaq Capital Market?
What is the recent Nasdaq trading price for Kazia Therapeutics ADSs?
