SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-163

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2023

Alterity Therapeutics Limited

(Name of Registrant)

Level 3, 460 Bourke Street, Melbourne, VIC 3000, Australia

(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): __

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ☐         No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____

This Form 6-K is being incorporated by reference into our Registration Statement on Form S-8 (Files No. 333-251073, 333-248980 and 333-228671) and our Registration Statements on Form F-3 (Files No. 333-251647, 333-249311, 333-231417 and 333-250076)

ALTERITY THERAPEUTICS LIMITED

(a development stage enterprise)

The following exhibits are submitted:

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.

Date: April 27, 2023

2

Exhibit 99.1

Appendix 4C – Q3 FY23 Quarterly Cash Flow Report

Highlights:

MELBOURNE, AUSTRALIA AND SAN FRANCISCO, USA – 27 April 2023. Alterity Therapeutics Limited (ASX: ATH, NASDAQ: ATHE) (“Alterity” or “the Company”), a biotechnology company dedicated to developing disease modifying treatments for neurodegenerative diseases, released its Appendix 4C Quarterly Cash Flow Report and update on company activities for the quarter ending 31^st March 2023 (Q3 FY23).

“We continue to make excellent progress with our ATH434 Phase 2 clinical trial in participants with early-stage Multiple System Atrophy, a rapidly progressing Parkinsonian disorder with no approved treatment.” said David Stamler, M.D., Chief Executive Officer, Alterity. “The Phase 2 trial is gaining momentum with active recruitment in five countries, including the United States. We were pleased that an independent study was published providing further evidence that ATH434 has potential to be neuroprotective in humans.”

The Company’s cash position on 31 March 2023 was A$21.9M with operating cash outflows of A$4M.

Operational Activities

ATH434 Phase 2 Clinical Trial

During the quarter, Alterity’s Phase 2 clinical trial of ATH434 for the treatment of participants with Multiple System Atrophy (MSA) opened several new clinical trial sites. The trial is now actively recruiting participants in three regions: Europe, Asia-Pacific and the U.S. as the Company looks to bring a potential new treatment option to individuals living with MSA.

In the US, the Phase 2 clinical trial of ATH434 opened for enrollment and enrolled the first participant at Vanderbilt University Medical Center in Nashville, Tennessee. Vanderbilt University has been an important partner for the clinical development of ATH434 and initiating the trial in the

U.S. is a major milestone for Alterity.

Alterity also expanded enrollment in Europe with the dosing of the first participant in Italy. In addition, Alterity received regulatory authority in France and Austria to proceed with the Phase 2 trial.

Publication

In an independent study published in the journal Neurotherapeutics during the quarter, it was reported that ATH434 prevented the onset of motor and non-motor symptoms in animals with genetically induced Parkinson’s disease. The study found that ATH434 prevented the development of motor impairment in older animals that was associated with a reduction in iron levels and preservation of neurons in the substantia nigra, the brain region affected in Parkinson’s. The authors also demonstrated that ATH434 prevented an early non-motor symptom (loss of smell) in younger mice and rescued it in older mice. These data support other studies indicating that ATH434 has a beneficial effect on the motor and non-motor symptoms in animal models of PD. The publication provides further evidence that ATH434 has the potential to address the underlying pathology of Parkinson’s disease and related disorders such as MSA.

Intellectual Property and Business Development

Alterity was granted a new composition of matter patent, entitled “Compounds for and methods of treating diseases” (No. 11,603,364). The patent covers more than 100 novel compounds with an acyl hydrazone (AH) structure and provides 20 years of exclusivity. The new patent is a testament to the ongoing success of Alterity’s discovery team as they continue to generate novel small molecules with potential to treat important neurodegenerative diseases.

Alterity also entered into a Licensing Agreement for the new patent and a sub-licensing agreement for PBT2 to Professor Colin Masters, M.D., A.O., to advance the compounds for the treatment of Alzheimer’s and related diseases. Professor Masters is a preeminent researcher in the field of Alzheimer’s disease whose work has provided the foundation for recently approved disease modifying treatments for Alzheimer’s disease. Under the license agreement, Alterity grants the entire rights to the AH patents as well as an exclusive worldwide license to develop and commercialise both AH and PBT2 in Alzheimer’s disease. In exchange, Alterity is entitled to future royalties of net sales from the assets.

Corporate

On 9 January 2023, the company effected a ratio change of its American Depository Shares (ADSs) to Ordinary Shares from the previous ratio of 1 ADS representing 60 Ordinary Shares to 1 ADS representing 600 Ordinary Shares and has regained compliance with NASDAQ’s minimum bid price requirement.

In accordance with ASX Listing Rule 4.7C, payments made to related parties and their associates included in item 6.1 of the Appendix 4C incorporates directors’ fees, consulting fees, remuneration and superannuation at commercial rates.

About Alterity Therapeutics Limited

Alterity Therapeutics is a clinical stage biotechnology company dedicated to creating an alternate future for people living with neurodegenerative diseases. The Company’s lead asset, ATH434, has the potential to treat various Parkinsonian disorders. Alterity also has a broad drug discovery platform generating patentable chemical compounds to intercede in disease processes. The Company is based in Melbourne, Australia, and San Francisco, California, USA. For further information please visit the Company’s web site at www.alteritytherapeutics.com.

END

Authorization & Additional information

This announcement was authorised by David Stamler, CEO of Alterity Therapeutics Limited.

Investor and Media Contacts:

Australia

Hannah Howlett we-aualteritytherapeutics@we-worldwide.com

+61 4 5064 8064

U.S.

Remy Bernarda remy.bernarda@iradvisory.com

+1 (415) 203-6386

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. The Company has tried to identify such forward-looking statements by use of such words as “expects,” “intends,” “hopes,” “anticipates,” “believes,” “could,” “may,” “evidences” and “estimates,” and other similar expressions, but these words are not the exclusive means of identifying such statements.

Important factors that could cause actual results to differ materially from those indicated by such forward- looking statements are described in the sections titled “Risk Factors” in the Company’s filings with the SEC, including its most recent Annual Report on Form 20-F as well as reports on Form 6-K, including, but not limited to the following: statements relating to the Company’s drug development program, including, but not limited to the initiation, progress and outcomes of clinical trials of the Company’s drug development program, including, but not limited to, ATH434, and any other statements that are not historical facts. Such statements involve risks and uncertainties, including, but not limited to, those risks and uncertainties relating to the difficulties or delays in financing, development, testing, regulatory approval, production and marketing of the Company’s drug components, including, but not limited to, ATH434, uncertainties relating to the impact of the novel coronavirus (COVID-19) pandemic on the company’s business, operations and employees, the ability of the Company to procure additional future sources of financing, unexpected adverse side effects or inadequate therapeutic efficacy of the Company’s drug compounds, including, but not limited to, ATH434, that could slow or prevent products coming to market, the uncertainty of obtaining patent protection for the Company’s intellectual property or trade secrets, the uncertainty of successfully enforcing the Company’s patent rights and the uncertainty of the Company freedom to operate.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Rule 4.7B

Appendix 4C

Quarterly cash flow report for entities subject to Listing Rule 4.7B

Appendix 4C
Quarterly cash flow report for entities subject to Listing Rule 4.7B

Appendix 4C
Quarterly cash flow report for entities subject to Listing Rule 4.7B

Appendix 4C
Quarterly cash flow report for entities subject to Listing Rule 4.7B

Appendix 4C
Quarterly cash flow report for entities subject to Listing Rule 4.7B

Compliance statement

Notes