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 August 2026
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 ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Underwritten
Public Offering
On
August 28, 2026, Kazia Therapeutics Limited (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Leerink Partners LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named therein
(collectively, the “Underwriters”), relating to an underwritten public offering (the “Offering”) of (i) 2,276,800
American Depositary Shares (the “ADSs”), each ADS representing five hundred (500) ordinary shares of the Company, no par
value per share (the “Ordinary Shares”), (ii) pre-funded warrants to purchase up to 303,200 ADSs (the “Pre-Funded Warrants”),
(iii) Series A Warrants to purchase up to 2,243,478 ADSs (the “Series A Warrants”) and (iv) Series B Warrants to purchase
up to 2,064,000 ADSs (the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”; the Pre-Funded
Warrants and the Warrants collectively, the “Warrant Securities”), at a combined public offering price of $15.50 per ADS
and accompanying Warrants (or $15.4999 per Pre-Funded Warrant and accompanying Warrants, equal to the combined public offering price
per ADS and accompanying Warrants less $0.0001). The exercise price of each Series A Warrant is $17.825 per ADS (115% of the public offering
price per ADS and accompanying Warrants). The exercise price of each Series B Warrant is $19.375 per ADS (125% of the public offering
price per ADS and accompanying Warrants). The exercise price of each Pre-Funded Warrant is $0.0001 per ADS. The purchase price to be
paid by the Underwriters to the Company is $14.415 per ADS and accompanying Warrants (or $14.4149 per Pre-Funded Warrant and accompanying
Warrants), representing underwriting discounts and commissions of 7% of the gross proceeds of the Offering. BTIG, LLC and Needham &
Company, LLC acted as lead managers and Laidlaw & Company (UK) Ltd. acted as co-manager for the Offering. In addition to the foregoing, the underwriters have agreed to assist in soliciting the exercise of the Series A Warrants and Series B
Warrants in return for a fee of 7% of the gross proceeds received by the Company upon the cash exercise of such warrants.
The
gross proceeds from the Offering, before deducting underwriting discounts and commissions and offering expenses payable by the Company,
are expected to be approximately $40 million (with potential additional gross proceeds of up to approximately $40 million from the exercise of the
Series A Warrants and up to approximately $40 million from the exercise of the Series B Warrants, in each case before deducting the warrant
exercise fee payable to the Underwriters). The Company intends to use the net proceeds from the Offering to fund the ongoing and planned
clinical development of paxalisib, including its Phase 1b trial in advanced triple-negative breast cancer and planned expansion into
HR+/HER2- breast cancer, colorectal cancer, and early stage high risk TNBC, and for working capital and other general corporate purposes.
The Offering is expected to close on or about August 31, 2026, subject to the satisfaction of customary closing conditions.
The
ADSs, the Pre-Funded Warrants and the Warrants were offered by the Company pursuant to an effective registration statement on Form F-3
(File No. 333-294392) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as
amended (the “Securities Act”), and declared effective on March 27, 2026, and a related prospectus supplement dated August
28, 2026 filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act.
The
Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per ADS and will not expire until exercised in full.
The Series A Warrants are immediately exercisable and expire upon the earlier of (i) 30 days after the Company publicly announces that
at least 12 patients in its Phase 1b trial in advanced stage IV triple-negative breast cancer have achieved a six-month median progression-free
survival or (ii) five years from the date of issuance. The Series B Warrants are immediately exercisable and expire upon the earlier
of (i) 30 days after the Company publicly announces that at least 12 patients in its planned clinical evaluation of paxalisib in HR+/HER2-
breast cancer have achieved a six-month median progression-free survival or (ii) five years from the date of issuance. Each of the Warrants
and the Pre-Funded Warrants contain beneficial ownership limitations that restrict the holder from exercising such warrants to the extent
that such exercise would result in the holder, together with its affiliates, beneficially owning in excess of a specified percentage
of the Company’s outstanding Ordinary Shares.
The
Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations
of the Company, including for liabilities arising under the Securities Act, other obligations of the parties and termination provisions.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon
by the contracting parties.
Pursuant
to the Underwriting Agreement, the Company’s executive officers and directors have agreed, subject to certain exceptions, not to
offer, sell or otherwise dispose of any ADSs or Ordinary Shares or any securities convertible into or exchangeable or exercisable for
ADSs or Ordinary Shares for a period of 60 days after the date of the Underwriting Agreement without the prior written consent of the
representatives.
The
foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of
the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Report on Form 6-K and is incorporated herein by reference.
A copy of the opinion of Baker & McKenzie LLP relating to the legality of the securities issued and sold in the Offering is filed
herewith as Exhibit 5.1.
On
August 27, 2026, the Company issued a press release announcing the proposed Offering. A copy of the launch press release is attached
as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference. On August 28, 2026, the Company issued a press release
announcing the pricing of the Offering. A copy of the pricing press release is attached as Exhibit 99.2 to this Report on Form 6-K and
is incorporated herein by reference.
Incorporation
by Reference
The
Company hereby incorporates by reference the information contained in the body of this Report on Form 6-K and Exhibits 99.1 and 99.2
hereto into the registration statement on Form F-3 of Kazia Therapeutics Limited (File No. 333-294392) (including any prospectuses forming
a part of such registration statement) and shall be a part thereof from the date on which this current report is furnished, to the extent
not superseded by documents or reports subsequently filed or furnished.
Forward-Looking
Statements
This
Report of Foreign Private Issuer on Form 6-K may contain forward-looking statements, within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended, 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: the completion of
the Offering, the satisfaction of customary closing conditions related thereto, the intended use of proceeds from the Offering, the exercise
of the Warrants and the Pre-Funded Warrants and the receipt of proceeds therefrom, the anticipated extension of the Company’s cash
runway into 2029 following completion of the Offering, and the Company’s future expectations, plans and prospects. 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: related to market and other conditions, associated with clinical and preclinical trials
and product development, including the risk that preliminary or interim data may not reflect final results, related to regulatory approvals,
and related to the impact of global economic conditions. These and other risks and uncertainties are described more fully in Kazia’s
Annual Report, filed on form 20-F with the SEC, and in subsequent filings with the SEC. 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. Investors 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.
EXHIBIT
LIST
| Exhibit |
|
Description |
| 1.1 |
|
Underwriting Agreement |
| 5.1 |
|
Opinion of Baker McKenzie. |
| 10.1 |
|
Form of Pre-Funded Warrant |
| 10.2 |
|
Form of Series A Warrant |
| 10.3 |
|
Form of Series B Warrant |
| 23.1 |
|
Consent of Baker & McKenzie (included in Exhibit 5.1). |
| 99.1 |
|
Launch Press Release of Kazia Therapeutics Limited dated August 27, 2026 |
| 99.2 |
|
Pricing Press Release of Kazia Therapeutics Limited dated August 28, 2026 |
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 |
|
| Name: |
John Friend |
|
| Title: |
Chief Executive Officer |
|
| |
|
|
| Date: |
August 31, 2026 |
|
Exhibit 99.1
Kazia
Therapeutics Limited Announces Proposed Public Offering
SYDNEY,
Australia, August 27, 2026 – Kazia Therapeutics Limited (NASDAQ: KZIA) (“Kazia” or the “Company”),
an oncology-focused biotechnology company developing therapies that selectively reprogram cancer biology, restore anti-tumor immunity
and overcome treatment resistance, today announced that it has commenced a tranched registered public offering (the “Offering”)
of (i) American Depositary Shares (“ADSs”), each representing five hundred (500) ordinary shares of the Company, no par value
per share, or in lieu of ADSs to certain investors, pre-funded warrants to purchase ADSs, (ii) accompanying Series A Warrants to purchase
ADSs (or pre-funded warrants in lieu thereof), which are exercisable immediately at an exercise price equal to 115% of the initial public
offering price per ADS and accompanying Warrants and expire upon the earlier of 30 days following the Company’s Stage IV triple-negative
breast cancer (TNBC) data readout, expected in the second half of 2027, or the five-year anniversary of issuance, and (iii) accompanying
Series B Warrants to purchase ADSs (or pre-funded warrants in lieu thereof), which are exercisable immediately at an exercise price equal
to 125% of the initial public offering price per ADS and accompanying Warrants and expire upon the earlier of 30 days following the Company’s
HR+/HER2- data readout, expected in the first half of 2028, or the five-year anniversary of issuance. All of the securities in the Offering
are to be sold by Kazia.
Leerink
Partners and Guggenheim Securities are acting as joint bookrunning managers for the proposed Offering. BTIG, Needham & Company and
Laidlaw & Company are acting as co-managers for the proposed Offering. The proposed Offering is subject to market and other conditions,
and there can be no assurance as to whether or when the Offering may be completed or as to the actual size or terms of the Offering.
Kazia
intends to use the net proceeds from the Offering primarily to fund clinical development of paxalisib, including ongoing and planned
studies in triple-negative breast cancer and HR+/HER2- breast cancer and other oncology indications, and for working capital and general
corporate purposes.
The
ADSs and warrants are being offered pursuant to a registration statement on Form F-3 (File No. 333-294392), which was previously filed
with and subsequently declared effective by the Securities and Exchange Commission (the “SEC”). The Offering will be made
only by means of a prospectus supplement and accompanying prospectus that form a part of the registration statement. A copy of the preliminary
prospectus supplement relating to and describing the terms of the Offering will be filed with the SEC and will be available for free
on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus may also be
obtained, when available, from Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109,
or by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com, or from Guggenheim Securities, LLC, Attention: Equity
Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, telephone: (212) 518-9544, email: GSEquityProspectusDelivery@guggenheimsecurities.com.
This
press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the Offering, nor shall there
be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such state or other jurisdiction.
About
Kazia Therapeutics
Kazia
Therapeutics Limited (NASDAQ: KZIA) is an oncology-focused drug development company, based in Sydney, Australia. The Company’s
lead asset, paxalisib, is an investigational brain penetrant inhibitor of the PI3K/Akt/mTOR pathway, which is being developed to treat
multiple forms of cancer. Licensed from Genentech in late 2016, paxalisib is or has been the subject of over 15 clinical trials. A completed
Phase 2/3 study in glioblastoma (GBM AGILE) was reported in 2024, and discussions are ongoing for designing and executing a pivotal registrational
study in pursuit of a standard approval. Other clinical trials involving paxalisib are ongoing in advanced breast cancer, brain metastases,
diffuse midline gliomas, and primary central nervous system lymphoma, with several of these trials having reported encouraging interim
data. Paxalisib was granted Orphan Drug Designation for glioblastoma by the U.S. Food and Drug Administration (FDA) in February 2018,
and Fast Track Designation (FTD) for glioblastoma in August 2020. Paxalisib was also granted FTD in July 2023 for the treatment of solid
tumor brain metastases harboring PI3K pathway mutations in combination with radiation therapy. Additionally, paxalisib was granted Rare
Pediatric Disease Designation and Orphan Drug Designation by the FDA for diffuse intrinsic pontine glioma in August 2020 and for atypical
teratoid / rhabdoid tumors in June 2022 and July 2022, respectively. Kazia is also developing EVT801, a small molecule inhibitor of VEGFR3,
which was licensed from Evotec SE in April 2021. In addition to its clinical-stage programs, Kazia is advancing NDL2, a potentially first-in-class
intracellular PD-L1 protein degrader program targeting a newly identified mechanism of immunotherapy resistance and metastatic progression,
as well as MSETC, a potentially first-in-class SETDB1 inhibitor program intended to restore immune signaling in tumors that have become
resistant to immunotherapy, including checkpoint inhibitors. Both programs are currently in preclinical development.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements
regarding the anticipated Offering and the potential gross proceeds therefrom, including the exercise of the Series A Warrants and Series
B Warrants; the Company’s ability to achieve clinical milestones, including the Stage IV TNBC and HR+/HER2- data readouts that
may trigger warrant exercise periods; the Company’s intended use of proceeds; and the Company’s plans for clinical development
of paxalisib. Forward-looking statements are generally identified by words such as “anticipates,” “believes,”
“expects,” “intends,” “plans,” “may,” “will,” “could,” “should,”
“estimates,” “projects,” “potential,” and similar expressions. These forward-looking statements are
based on management’s current expectations and assumptions as of the date of this press release and are subject to significant
risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Such risks
and uncertainties include, but are not limited to: the Company’s ability to complete the Offering; the Company’s ability
to achieve clinical milestones, including the Stage IV TNBC and HR+/HER2- data readouts that trigger warrant exercise periods; risks
associated with the conduct of clinical trials and regulatory approvals; volatility in the price of the Company’s ADSs and warrants;
general economic and market conditions; and the Company’s ability to maintain compliance with NASDAQ listing requirements.
For
a more complete discussion of risks and uncertainties, please refer to the Company’s filings with the SEC, including the “Risk
Factors” section of the Company’s most recent Annual Report on Form 20-F. The Company undertakes no obligation to update
or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by
law. All forward-looking statements are qualified in their entirety by this cautionary statement.
MEDIA
CONTACT
Michaela
Fawcett / Molly Crawford
KCSA
Strategic Communications
mfawcett@kcsa.com
/ mcrawford@kcsa.com
Exhibit 99.2
Kazia
Therapeutics Limited Announces Pricing of Up to $120 Million Public Offering
SYDNEY,
Australia, August 28, 2026 – Kazia Therapeutics Limited (NASDAQ: KZIA) (“Kazia” or the “Company”),
an oncology-focused biotechnology company developing therapies that selectively reprogram cancer biology, restore anti-tumor immunity
and overcome treatment resistance, today announced the pricing of its previously announced tranched registered public offering (the “Offering”)
of (i) 2,580,000 American Depositary Shares (“ADSs”), each representing five hundred (500) ordinary shares of the Company,
no par value per share, or in lieu of ADSs to certain investors, pre-funded warrants to purchase ADSs, (ii) accompanying Series A Warrants
to purchase up to 2,243,478 ADSs (or pre-funded warrants in lieu thereof), which are exercisable immediately at a purchase price of $17.825
per ADS and will expire upon the earlier of 30 days following the Company’s Stage IV triple-negative breast cancer (TNBC) data
readout, expected in the second half of 2027, or the five-year anniversary of issuance, and (iii) accompanying Series B Warrants to purchase
up to 2,064,000 ADSs (or pre-funded warrants in lieu thereof), which are exercisable immediately at a purchase price of $19.375 per ADS
and will expire upon the earlier of 30 days following the Company’s HR+/HER2- data readout, expected in the first half of 2028,
or the five-year anniversary of issuance. All of the securities in the Offering are being sold by Kazia. The combined public offering
price for each ADS and accompanying warrants is $15.50, and the combined public offering price for each pre-funded warrant and accompanying
warrants is $15.4999 (equal to the combined public offering price per ADS and accompanying warrants less $0.0001), for expected gross
proceeds to Kazia of approximately $40 million, before deducting underwriting discounts and commissions and offering expenses. If all
of the Series A Warrants and Series B Warrants are exercised in full, the Company would receive additional gross proceeds of approximately
$80 million, before deducting applicable expenses.
Leerink
Partners and Guggenheim Securities are acting as joint bookrunning managers for the Offering. BTIG and Needham & Company are acting
as lead managers for the Offering. Laidlaw & Company (UK) Ltd. is acting as co-manager for the Offering.
The
Offering is expected to close on or about August 31, 2026, subject to satisfaction of customary closing conditions.
Kazia
intends to use the net proceeds from the Offering primarily to fund clinical development of paxalisib, including ongoing and planned
studies in triple-negative breast cancer and HR+/HER2- breast cancer and other oncology indications, and for working capital and general
corporate purposes.
The
ADSs and warrants are being offered pursuant to a registration statement on Form F-3 (File No. 333-294392), which was previously filed
with and subsequently declared effective by the Securities and Exchange Commission (the “SEC”). The Offering is being made
only by means of a prospectus supplement and accompanying prospectus that form a part of the effective registration statement. A final
prospectus supplement and the accompanying base prospectus relating to the Offering will be filed with the SEC and will be available
on the SEC’s website at www.sec.gov. Additionally, electronic copies of the preliminary prospectus supplement and the accompanying
base prospectus may be obtained from Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109,
or by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com, or from Guggenheim Securities, LLC, Attention: Equity
Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, telephone: (212) 518-9544, email: GSEquityProspectusDelivery@guggenheimsecurities.com.
This
press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the Offering, nor shall there
be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such state or other jurisdiction.
About
Kazia Therapeutics
Kazia
Therapeutics Limited (NASDAQ: KZIA) is an oncology-focused drug development company, based in Sydney, Australia. The Company’s lead asset,
paxalisib, is an investigational brain penetrant inhibitor of the PI3K/Akt /mTOR pathway, which is being developed to treat multiple
forms of cancer. Licensed from Genentech in late 2016, paxalisib is or has been the subject of over 15 clinical trials. A completed Phase
2/3 study in glioblastoma (GBM AGILE) was reported in 2024, and discussions are ongoing for designing and executing a pivotal registrational
study in pursuit of a standard approval.
Other
clinical trials involving paxalisib are ongoing in advanced breast cancer, brain metastases, diffuse midline gliomas, and primary central
nervous system lymphoma, with several of these trials having reported encouraging interim data. Paxalisib was granted Orphan Drug Designation
for glioblastoma by the U.S. Food and Drug Administration (FDA) in February 2018, and Fast Track Designation (FTD) for glioblastoma in
August 2020. Paxalisib was also granted FTD in July 2023 for the treatment of solid tumor brain metastases harboring PI3K pathway mutations
in combination with radiation therapy.
Additionally,
paxalisib was granted Rare Pediatric Disease Designation and Orphan Drug Designation by the FDA for diffuse intrinsic pontine glioma
in August 2020 and for atypical teratoid / rhabdoid tumors in June 2022 and July 2022, respectively. Kazia is also developing EVT801,
a small molecule inhibitor of VEGFR3, which was licensed from Evotec SE in April 2021. In addition to its clinical-stage programs, Kazia
is advancing NDL2, a potentially first-in-class intracellular PD-L1 protein degrader program targeting a newly identified mechanism of
immunotherapy resistance and metastatic progression, as well as MSETC, a potentially first-in-class SETDB1 inhibitor program intended
to restore immune signaling in tumors that have become resistant to immunotherapy, including checkpoint inhibitors. Both programs are
currently in preclinical development.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements
regarding the Offering and the potential gross proceeds therefrom, including the exercise of the Series A Warrants and Series B Warrants;
the Company’s ability to achieve clinical milestones, including the Stage IV TNBC and HR+/HER2- data readouts that may trigger
warrant exercise periods; the Company’s intended use of proceeds; and the Company’s plans for clinical development of paxalisib.
Forward-looking statements are generally identified by words such as “anticipates,” “believes,” “expects,”
“intends,” “plans,” “may,” “will,” “could,” “should,” “estimates,”
“projects,” “potential,” and similar expressions. These forward-looking statements are based on management’s
current expectations and assumptions as of the date of this press release and are subject to significant risks, uncertainties, and other
factors that could cause actual results to differ materially from those expressed or implied.
Such
risks and uncertainties include, but are not limited to: the Company’s ability to complete the Offering; the Company’s ability
to achieve clinical milestones, including the Stage IV TNBC and HR+/HER2- data readouts that trigger warrant exercise periods; risks
associated with the conduct of clinical trials and regulatory approvals; volatility in the price of the Company’s ADSs and warrants;
general economic and market conditions; and the Company’s ability to maintain compliance with NASDAQ listing requirements.
For
a more complete discussion of risks and uncertainties, please refer to the Company’s filings with the SEC, including the “Risk
Factors” section of the Company’s most recent Annual Report on Form 20-F. The Company undertakes no obligation to update
or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by
law. All forward-looking statements are qualified in their entirety by this cautionary statement.
MEDIA
CONTACT
Michaela
Fawcett / Molly Crawford
KCSA
Strategic Communications
mfawcett@kcsa.com
/ mcrawford@kcsa.com
