Kazia Therapeutics Ltd: This Schedule 13G/A discloses that Alumni Capital LP, Alumni Capital GP LLC and Ashkan Mapar are collectively reported as beneficially owning 178,591 American Depository Shares (ADSs), representing 9.99% of the class on the filing’s stated basis. The reported percentage is calculated using the issuer's representation of 1,609,108 ADSs outstanding and reflects an Ownership Limitation that prevents the Fund from acquiring ADSs that would raise ownership above 9.99%.
The filing clarifies that the Fund actually owns 28,409 ADSs as of the filing date but may be deemed to beneficially own additional ADSs pursuant to a Purchase Agreement (dated April 19, 2024), Commitment Warrants, Common Warrants (dated January 10, 2025) and a July 31, 2025 Securities Purchase Agreement. All three Reporting Persons share voting and dispositive power over the 178,591 ADSs. Signatures are dated 09/11/2025.
Positive
None.
Negative
None.
Insights
TL;DR: The filing reports a near-10% beneficial position driven largely by purchase agreements and warrants, constrained by a 9.99% ownership cap.
The Schedule 13G/A is informational and non-activist in tone, stating that the Fund directly owns 28,409 ADSs but is deemed to beneficially own 178,591 ADSs due to contractual rights under multiple agreements and warrants. The explicit Ownership Limitation to 9.99% is material to capitalization analysis because it caps potential future dilution or accumulation by the Reporting Persons. For investors, this clarifies potential holder concentration and contractual pathways for additional ADS issuance to the Fund, but does not indicate an intent to control the issuer.
TL;DR: Disclosure shows shared control over a near-threshold stake, with formal disclaimers against control intent.
The filing includes the required certifications that the securities were not acquired to change or influence control and contains an agreement of joint filing. The shared voting and dispositive powers among the Fund, its GP, and the individual controlling person are typical for fund structures. The combination of purchase agreements and warrants creating deemed ownership is governance-relevant: it affects shareholder structure and should be monitored for abstention rights, registration effects, or future amendments to the Ownership Limitation.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Kazia Therapeutics Limited
(Name of Issuer)
American Depository Shares
(Title of Class of Securities)
48669G105
(CUSIP Number)
07/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
48669G105
1
Names of Reporting Persons
Alumni Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
178,591.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
178,591.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
178,591.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
48669G105
1
Names of Reporting Persons
Alumni Capital GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
178,591.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
178,591.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
178,591.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
48669G105
1
Names of Reporting Persons
Ashkan Mapar
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
178,591.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
178,591.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
178,591.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Kazia Therapeutics Limited
(b)
Address of issuer's principal executive offices:
Three International Towers, Level 24, 300 Barangaroo Avenue, Sydney NSW, Australia, 2000
Item 2.
(a)
Name of person filing:
This statement is filed by Alumni Capital LP (the "Fund"), Alumni Capital GP LLC (the "General Partner"), and Ashkan Mapar (the "Controlling Person"). The foregoing are collectively referred to herein as the "Reporting Persons".
The Fund holds, has the right to acquire, or has the obligation to acquire, securities of the Issuer. The General Partner serves as the general partner of the Fund. The Controlling person is the control person of the General Partner.
(b)
Address or principal business office or, if none, residence:
The address for the principal business office of each of Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar is 601 Brickell Key Dr., Suite 700, Miami, FL 33131.
(c)
Citizenship:
Alumni Capital LP is a Delaware limited partnership. Alumni Capital GP LLC is a Delaware limited liability company. Ashkan Mapar is a citizen of the United States of America.
(d)
Title of class of securities:
American Depository Shares
(e)
CUSIP No.:
48669G105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Alumni Capital LP - 178,591*
Alumni Capital GP LLC - 178,591*
Ashkan Mapar - 178,591*
*The American Depository Shares (the "ADSs") representing ordinary shares (the "Shares") of Kazia Therapeutics Limited (the "Issuer") reported herein represent ADSs are beneficially owned or that may be acquired by Alumni Capital LP (the "Fund") pursuant to (i) a Purchase Agreement dated April 19, 2024, between the Issuer and the Fund (the "Purchase Agreement"), (ii) warrants to purchase ADSs held by the Fund or to be issued to the Fund in consideration of the Fund's entering into the Purchase Agreement (the "Commitment Warrants"), (iii) warrants to purchase ADSs dated January 10, 2025 held by the Fund (the "Common Warrants"), and (iv) a Securities Purchase Agreement dated July 31, 2025, between the Issuer and the Fund (the "July Securities Purchase Agreement").
Under the Commitment Warrants and the Common Warrants, the Fund may acquire ADSs (or securities convertible into or exercisable for ADSs) in accordance with the respective terms and subject to the respective conditions and limitations contained therein. Furthermore, under the Purchase Agreement, at the Issuer's sole discretion, the Fund may be required to purchase ADSs, in accordance with the terms and subject to the conditions and limitations of the Purchase Agreement. One such limitation is that the Fund is prohibited from acquiring any ADSs, which, when aggregated with all other ADSs then beneficially owned by the Fund and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 9.99% of the Shares outstanding (the "Ownership Limitation").
As such, the percent of class reported herein is giving effect to the Ownership Limitation and is based upon the Issuer's representation in the prospectus supplement of the Issuer filed on July 25, 2025 pursuant to Rule 424(b)(5)) that there were 1,609,108 ADSs (assuming all holders of Shares held ADSs) outstanding as of July 25, 2025 plus the approximate total number of Shares that the Reporting Persons may acquire at the direction of the Issuer (subject to the Ownership Limitation) in accordance with Rule 13d-3(d)(1)(i) under the Act.
For the sake of clarity, the Fund owns 28,409 ADSs as of the date of the filing and is electing to file this Schedule 13G solely to the extent that, for the purposes of Section 240.13d-3, the Reporting Persons are deemed to beneficially own the ADSs pursuant to the Purchase Agreement, the Commitment Warrants, and the Common Warrants. The filing of this report shall not be deemed an admission, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the ADSs reported herein except to the extent of such Reporting Person's pecuniary interest, if any, therein.
(b)
Percent of class:
Alumni Capital LP - 9.99%
Alumni Capital GP LLC - 9.99%
Ashkan Mapar - 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Alumni Capital LP - 0
Alumni Capital GP LLC - 0
Ashkan Mapar - 0
(ii) Shared power to vote or to direct the vote:
Alumni Capital LP - 178,591*
Alumni Capital GP LLC - 178,591*
Ashkan Mapar - 178,591*
(iii) Sole power to dispose or to direct the disposition of:
Alumni Capital LP - 0
Alumni Capital GP LLC - 0
Ashkan Mapar - 0
(iv) Shared power to dispose or to direct the disposition of:
Alumni Capital LP - 178,591*
Alumni Capital GP LLC - 178,591*
Ashkan Mapar - 178,591*
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Alumni Capital LP
Signature:
/s/ Ashkan Mapar
Name/Title:
Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
Date:
09/11/2025
Alumni Capital GP LLC
Signature:
/s/ Ashkan Mapar
Name/Title:
Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
Date:
09/11/2025
Ashkan Mapar
Signature:
/s/ Ashkan Mapar
Name/Title:
Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
What percent of KZIA does Alumni Capital report owning?
The Reporting Persons state they beneficially own 178,591 ADSs, representing 9.99% of the class on the filing’s stated basis.
How many ADSs does the Fund actually own versus deem to own?
The filing says the Fund actually owns 28,409 ADSs but is deemed to beneficially own 178,591 ADSs pursuant to agreements and warrants.
Which agreements create the deemed ownership for KZIA?
Deemed ownership arises from a Purchase Agreement (April 19, 2024), Commitment Warrants, Common Warrants (Jan 10, 2025), and a July 31, 2025 Securities Purchase Agreement.
Does the filing indicate an intent to change control of Kazia Therapeutics (KZIA)?
No. The certification states the securities were not acquired to change or influence control, and the Reporting Persons disclaim ownership except for any pecuniary interest.
Who are the Reporting Persons and where are they organized?
The Reporting Persons are Alumni Capital LP (Delaware LP), Alumni Capital GP LLC (Delaware LLC), and Ashkan Mapar (U.S. citizen). Their principal business address is 601 Brickell Key Dr., Suite 700, Miami, FL 33131.
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