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ˆ200F%b5Ry9bxkkaQ(Š 200F%b5Ry9bxkkaQ( VDI-W7-PFL-0437 KAZIA THERAPEUTICS ( Donnelley Financial12.8.8.0 HKR munus0dc22-Oct-2018 21:25 EST 600370 FS 1 6* KAZIA 20-F - IFRS LI SNG HTM ESS 0C Page 1 of 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report For the transition period from to Commission file number 0-29962 Kazia Therapeutics Limited (formerly Novogen Limited) ACN 063 259 754 (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) New South Wales, Australia (Jurisdiction of incorporation or organization) Three International Towers Level 24, 300 Barangaroo Avenue, Sydney, New South Wales 2000, Australia (Address of principal executive offices) Gabrielle Heaton (e)[email protected] (t) +61-2-9472-4101 Three International Towers Level 24, 300 Barangaroo Avenue, Sydney, New South Wales 2000, Australia (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Name of each exchange on which registered American Depositary Shares, each representing ten The NASDAQ Stock Market Ordinary Shares* Securities registered or to be registered pursuant to Section 12(g) of the Act. None * Not for trading, but only in connection with the registration of American Depositary Shares. Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. Not Applicable Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. ˆ200F%b5Ry9bxkkaQ(Š 200F%b5Ry9bxkkaQ( VDI-W7-PFL-0437 KAZIA THERAPEUTICS ( Donnelley Financial12.8.8.0 HKR munus0dc22-Oct-2018 21:25 EST 600370 FS 1 6* KAZIA 20-F - IFRS LI SNG HTM ESS 0C Page 2 of 2 The number of outstanding Ordinary Shares of the issuer as at June 30, 2018 was 48,409,621. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒ Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer” or “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing U.S. GAAP ☐ International Financial Reporting Standards as issued Other ☐ by the International Accounting Standards Board ☒ If ‘Other’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ ˆ200F%b5Ry98J9M&Q:Š 200F%b5Ry98J9M&Q: HKRP64RS05 KAZIA THERAPEUTICS ( Donnelley Financial12.7.20 HKR pf_rend15-Oct-2018 16:58 EST 600370 TOC 1 5* KAZIA 20-F - IFRS LI SNG HTM ESS 0C Page 1 of 1 TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS 1 PART I 1 Item 1. Identity of Directors, Senior Management and Advisors 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 19 Item 4A. Unresolved Staff Comments 29 Item 5. Operating and Financial Review and Prospects 29 Item 6. Directors, Senior Management and Employees 36 Item 7. Major Shareholders and Related Party Transactions 49 Item 8. Financial Information 50 Item 9. The Offer and Listing 50 Item 10. Additional Information 53 Item 11. Quantitative and Qualitative Disclosures about Market Risk 68 Item 12. Description of Securities Other than Equity Securities 69 PART II 70 Item 13. Defaults, Dividend Arrearages and Delinquencies 70 Item 14. Material Modifications to the Rights of Security Holders and the Use of Proceeds 70 Item 15. Controls and Procedures 71 Item 16. [Reserved] 71 Item 16A. Audit Committee Financial Expert 71 Item 16B. Code of Ethics 72 Item 16C. Principal Accounting Fees and Services 72 Item 16D. Exemptions from the Listing Standards for Audit Committees 73 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 73 Item 16F. Changes in registrant’s Certifying Accountant 73 Item 16G. Corporate Governance 73 Item 16H. Mine Safety Disclosure 75 PART III 75 Item 17. Financial Statements 75 Item 18. Financial Statements 75 Item 19. Exhibits 75 ˆ200F%b5Ry98JFy$Q\Š 200F%b5Ry98JFy$Q\ HKRP64RS16 KAZIA THERAPEUTICS ( Donnelley Financial12.7.20 HKR pf_rend15-Oct-2018 16:59 EST 600370 TX 1 4* KAZIA 20-F - IFRS LI SNG HTM ESS 0C Page 1 of 1 FORWARD-LOOKING STATEMENTS This Annual Report on Form 20-F includes forward-looking statements, which involve a number of risks and uncertainties. These forward-looking statements can generally be identified as such because the context of the statement will include words such as “may,” “will,” “intend,” “plan,” “believe,” “anticipate,” “expect,” “estimate,” “predict,” “potential,” “continue,” “likely,” or “opportunity,” the negative of these words or other similar words. Similarly, statements that describe our future plans, strategies, intentions, expectations, objectives, goals or prospects and other statements that are not historical facts are also forward-looking statements. Discussions containing these forward-looking statements may be found, among other places, in “Business Overview” and “Operating and Financial Review and Prospects” in this Annual Report on Form 20-F. For such statements, we claim the protection of the Private Securities Litigation Reform Act of 1995 and section 27A of the Securities Act and Section 21E of the Exchange Act. Readers of this Annual Report on Form 20-F are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the time this Annual Report on Form 20-F was filed with the Securities and Exchange Commission, or SEC. These forward-looking statements are based largely on our expectations and projections about future events and future trends affecting our business and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. These risks and uncertainties include, without limitation, those discussed in “Risk Factors” and in “Operating and Financial Review and Prospects” of this Annual Report on Form 20-F. In addition, past financial or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate results or future period trends. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. Except as required by law, we undertake no obligation to update publicly or revise our forward-looking statements to reflect events or circumstances that arise after the filing of this Annual Report on Form 20-F. In this Annual Report on Form 20-F, “Kazia,” “Company,” “we,” “us” and “our” refer to Kazia Therapeutics Limited and its wholly owned subsidiaries on a consolidated basis, unless the context otherwise provides. PART I Item 1. Identity of Directors, Senior Management and Advisors Item 1 details are not required to be disclosed as part of the Annual Report. Item 2. Offer Statistics and Expected Timetable Item 2 details are not required to be disclosed as part of the Annual Report. Item 3. Key Information A. Selected financial data The selected financial data have been derived from the consolidated financial statements of the Company for and as of the fiscal years ended June 30, 2016, 2017 and 2018 included in this Annual Report and should be read in conjunction with, and are qualified in their entirety by, reference to those statements and the notes thereto.