Lynwood Opportunities Master Fund and its affiliates have disclosed a sizable passive stake in Kazia Therapeutics Limited. The fund, together with its investment manager Lynwood Capital Management Inc. and principal Ben Shapiro, reports beneficial ownership of 307,998,500 Ordinary Shares, representing 5.4% of Kazia’s Ordinary Shares as of the close of business on January 15, 2026. This percentage is based on 5,667,995,734 Ordinary Shares outstanding as of December 11, 2025.
The position is held through Kazia’s American Depositary Shares, each representing 500 Ordinary Shares, under CUSIP 48669G303. The filers certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Kazia, indicating a passive investment stance.
Who filed this Schedule 13G related to Kazia Therapeutics (KZIA)?
The Schedule 13G was filed by Lynwood Capital Management Inc., Ben Shapiro, and Lynwood Opportunities Master Fund, collectively referred to as the Reporting Persons.
How many Kazia Therapeutics shares do the filers report owning?
The Reporting Persons disclose beneficial ownership of 307,998,500 Ordinary Shares of Kazia Therapeutics Limited.
What percentage of Kazia Therapeutics’ equity does this holding represent?
The reported 307,998,500 Ordinary Shares represent 5.4% of the outstanding Ordinary Shares, based on 5,667,995,734 shares outstanding as of December 11, 2025.
How are the Kazia Therapeutics shares held by Lynwood structured?
The Reporting Persons hold their position through American Depositary Shares (ADS), with each ADS representing 500 Ordinary Shares. The ADS have CUSIP 48669G303.
Does Lynwood seek to influence control of Kazia Therapeutics?
The filers certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Kazia and are not part of any control-related transaction, other than activities solely in connection with a nomination under Rule 240.14a-11.
As of what date is the ownership information for Kazia Therapeutics effective?
The beneficial ownership information is given as of the close of business on January 15, 2026, with outstanding shares based on Kazia data as of December 11, 2025.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Kazia Therapeutics Limited
(Name of Issuer)
Ordinary Shares, no par value per share
(Title of Class of Securities)
48669G303
(CUSIP Number)
01/15/2026
(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.
48669G303
1
Names of Reporting Persons
Lynwood Capital Management Inc.
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
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
307,998,500.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
307,998,500.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
307,998,500.00
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)
5.4 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
48669G303
1
Names of Reporting Persons
Ben Shapiro
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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
307,998,500.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
307,998,500.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
307,998,500.00
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)
5.4 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
48669G303
1
Names of Reporting Persons
Lynwood Opportunities Master Fund
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
307,998,500.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
307,998,500.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
307,998,500.00
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)
5.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Kazia Therapeutics Limited
(b)
Address of issuer's principal executive offices:
Three International Towers Level 24, Sydney New South Wales, Australia 2000
Item 2.
(a)
Name of person filing:
This Schedule 13G (this "Statement" or this "Schedule 13G") is being filed by: (1) Lynwood Capital Management Inc., an Ontario corporation (the "Investment Manager"); (2) Ben Shapiro ("Mr. Shapiro"); and (3) Lynwood Opportunities Master Fund, a Cayman Islands entity (the "Fund") (all of the foregoing, collectively, the "Reporting Persons"). The Fund is an investment vehicle. The Fund directly beneficially owns the Ordinary Shares (as defined below) reported in this Statement. The Investment Manager is the investment manager of the Fund. Mr. Shapiro is the President, Chief Executive Officer, Chief Investment Officer, sole director and indirect controlling stockholder of the Investment Manager. Mr. Shapiro and the Investment Manager may be deemed to beneficially own the Ordinary Shares directly beneficially owned by the Fund. Each Reporting Person disclaims beneficial ownership with respect to any Ordinary Shares other than the Ordinary Shares directly beneficially owned by such Reporting Person.
(b)
Address or principal business office or, if none, residence:
The principal business office of the Fund is FG Services Limited, Suite 2206, Cassia Court, 72 Market Street, Camana Bay, P.O. Box 30869, Grand Cayman KY1-1204, Cayman Islands. The principal business office of the Investment Manager and Mr. Shapiro is 200 Bay St, Suite 1304, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1.
(c)
Citizenship:
For citizenship or place of organization see Item 4 of the cover page of each Reporting Person.
(d)
Title of class of securities:
Ordinary Shares, no par value per share
(e)
CUSIP No.:
48669G303
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:
See Item 9 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on January 15, 2026. The Reporting Persons own Ordinary Shares through the Issuer's American Depositary Shares, each representing five hundred (500) Ordinary Shares. The Ordinary Shares have no CUSIP number. The CUSIP number for the Issuer's American Depositary Shares is 48669G303.
(b)
Percent of class:
See Item 11 on the cover page for each Reporting Person. The percentages of beneficial ownership contained herein are based on 5,667,995,734 Ordinary Shares outstanding as of December 11, 2025 as reported by the Issuer in a Prospectus filed with the SEC on December 23, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page for each Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
