SC 13D/A 1 tm2037079d1_sc13da.htm SC 13D/A

 

 

 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934 

(Amendment No. 4)

 

Alterity Therapeutics Limited

 

(Name of Issuer)

 

Ordinary shares (“Ordinary Shares”)

 

(Title of Class of Securities)

 

Q7739U108

 

(CUSIP Number)

 

Amit Shashank, Esq.

Life Biosciences LLC

75 Park Plaza, Level 3

Boston, MA 02116

Telephone No.: 857-400-9245

 

 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 24, 2020

 

(Date of Event Which Requires Filing of this Statement)
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. Q7739U108 

 

 
  1 

Names of Reporting Person
Life Biosciences LLC  

 
  2  Check the Appropriate Box if a Member of a Group  
    (a)   o 
    (b)   o 
 
  3 

SEC Use Only  

 

 
  4 

Source of Funds (See Instructions)
WC

 
  5 

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o 

 

 
  6 

Citizenship or Place of Organization
Delaware

 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 
7 

Sole Voting Power  

269,905,533

 
8 

Shared Voting Power

None

 
9 

Sole Dispositive Power

269,905,533

 
10 

Shared Dispositive Power

None

 
  11  Aggregate Amount Beneficially Owned by Each Reporting Person
269,905,533
 
  12 

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o 

 

 
  13 

Percent of Class Represented by Amount in Row (11)
13.3%* 

 
  14 

Type of Reporting Person (See Instructions)
CO

 

 

* This calculation is based on information provided by the Issuer that 2,030,949,978 Ordinary Shares were outstanding as of November 24, 2020.

 

 

 

 

This Amendment No.4 to Schedule 13D (the “Amendment”) is being filed by Life Biosciences LLC, a limited liability company organized under the laws of Delaware (the “Reporting Person” or “Life”), to amend the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on April 18, 2019 as amended on December 23, 2019, July 6, 2020 and October 23, 2020 (the “Schedule 13D”) with respect to the ordinary shares (the “Ordinary Shares”) of Alterity Therapeutics Limited (the “Issuer”).

 

Unless specifically amended hereby, the disclosure set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Schedule 13D.

 

This Amendment is being filed to reflect the issuance of additional Ordinary Shares by the Issuer.

 

 

 

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety by the following:

 

(a)- (b) The Reporting Person is the beneficial owner of 269,905,533 Ordinary Shares of the Issuer, representing approximately 13.3% of the outstanding Ordinary Shares of the Issuer based upon 2,030,949,978 Ordinary Shares outstanding as of November 24, 2020.

 

(c)No transactions involving the Ordinary Shares of the Issuer were effected during the past sixty days by the Reporting Person.

 

(d)To the knowledge of the Reporting Person, none of the persons set forth on Schedule I hereto has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares.

 

(e)Not applicable.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit 1

 

Securities Purchase Agreement, dated December 21, 2018, by and between the Issuer and Life (incorporated herein by reference to the Schedule 13D filed on April 18, 2019).

 

 

 

 

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.

 

Dated: November 25, 2020

 

  LIFE BIOSCIENCES LLC
     
  By: /s/Amit Shashank, Esq.
  Name: Amit Shashank, Esq.
  Title: General Counsel

 

[Signature Page – Schedule 13D/A]

 

 

 

 

Schedule I

 

DIRECTORS AND EXECUTIVE OFFICERS LIFE BIOSCIENCES LLC

 

The name, function, citizenship and present principal occupation or employment of each of the directors and executive officers of Life Biosciences LLC are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with Life Biosciences LLC and (ii) the business address of each director and executive officer of Life Biosciences LLC is 75 Park Plaza, Level 3, Boston, MA 02116.

 

Name    Relationship to Life Biosciences LLC    Present Principal Occupation    Citizenship 
             
Mehmood Khan, MD   Chief Executive Officer and Director   Chief Executive Officer, Life Biosciences LLC   United States
             
David Sinclair, PhD   Director   Professor of Genetics, Harvard Medical School   Australia
             
Ilan Stern   Director    Chief Investment Officer, 166 2nd LLC   United States
             
Bracken Darrell   Director   Chief Executive Officer, Logitech International S.A.   United States
             
Stuart Gibson   Director   Co-Chief Executive Officer, ESR Cayman Limited   United Kingdom
             
Tristan Edwards   President and Chief Investment Officer   President and Chief Investment Officer, Life Biosciences LLC   Australia and United Kingdom
             
Brian Malone   Chief Financial Officer   Chief Financial Officer, Life Biosciences LLC   Republic of Ireland
             
Amit Shashank   General Counsel General Counsel, Life Biosciences LLC   United States