SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 

(Amendment No. 6)

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)

March 2, 2022

(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)		¨
		(b)		¨
	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)  ¨
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7		Sole Voting Power 261,703,353*
			8		Shared Voting Power None
			9		Sole Dispositive Power 261,703,353*
			10		Shared Dispositive Power None
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 261,703,353*
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13	Percent of Class Represented by Amount in Row (11) 10.9%**
	14	Type of Reporting Person (See Instructions) OO

* The 261,703,353 Ordinary Shares referenced herein are evidenced by 4,361,722 American Depositary Shares (“ADSs”). Each ADS represents sixty (60) Ordinary Shares.

** This calculation is based on information publicly provided by the Issuer that 2,406,874,578 Ordinary Shares, including Ordinary Shares evidenced by ADSs, were outstanding as of December 31, 2021.

This Amendment No. 6 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, October 23, 2020, November 24, 2020 and July 8, 2021 (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.

Item 5. Purpose of the Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On January 3, 2022, Life entered into a 10b5-1 plan (the “10b5-1 Plan”), pursuant to which Piper Sandler & Co. (the “Broker”) has been appointed to sell up to 530,000 ADSs, representing the equivalent of 31,800,000 Ordinary Shares. Life reserves the right to terminate the 10b5-1 Plan or the appointment of the Broker at any time. Sales pursuant to the 10b5-1 Plan commenced on March 2, 2022.

The foregoing description of the 10b5-1 Plan is qualified in its entirety by reference to the full text of the 10b5-1 Plan, which is filed as an exhibit to this Amendment No. 6 and incorporated by reference herein.

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 261,703,353 Ordinary Shares of the Issuer, evidenced by 4,361,722 ADSs, representing approximately 10.9% of the outstanding Ordinary Shares of the Issuer based upon 2,406,874,578 Ordinary Shares, including Ordinary Shares evidenced by ADSs, outstanding as of December 31, 2021.

(c) From March 2, 2022 through March 4, 2022, the Reporting Person disposed of 136,703 ADSs, representing the equivalent of 8,202,180 Ordinary Shares, in a series of transactions pursuant to the 10b5-1 Plan at prices ranging from $0.7579 to $0.8202 per ADS in open market transactions on the NASDAQ Capital Market. Details by date, listing the number of ADSs disposed of and the weighted average price per ADS are provided below. The Reporting Person undertakes to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of ADSs sold at each separate price for each transaction.

Date	ADSs Disposed Of		Weighted Average Price Per ADS
March 2, 2022		17,536	$	0.8202
March 3, 2022		38,471	$	0.8062
March 4, 2022		80,696	$	0.7579

Except for the foregoing and the transaction described in Item 4, the Reporting Person has not effected any transactions in Ordinary Shares, including Ordinary Shares evidenced by ADSs, in the past 60 days.

(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 foregoing securities.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

Item 4 above summarizes certain provisions of the 10b5-1 Plan and is incorporated herein by reference. A copy of the 10b5-1 Plan is attached as an exhibit to this Amendment No. 6 and is incorporated herein by reference.

Except as set forth herein, the Reporting Person does not have has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

Exhibit 2 10b5-1 Plan, dated January 3, 2022.

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: March 4, 2022

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

Schedule I

DIRECTORS AND EXECUTIVE OFFICERS LIFE BIOSCIENCES LLC

The operating agreement of Life Biosciences LLC (the “Company”) provides that the Company’s directors shall constitute the managers for purposes of the Delaware Limited Liability Company Act and shall have authority to delegate their day-to-day management responsibilities to one or more officers of the Company. The name, function, citizenship and present principal occupation or employment of each of the Company’s directors and executive officers are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with Life Biosciences Inc. and (ii) the business address of each director and executive officer of the Company is 75 Park Plaza, Level 3, Boston, MA 02116.

Name	Relationship to Life Biosciences LLC	Present Principal Occupation	Citizenship
Mehmood Khan, MD	Executive Chairman	Executive Chairman	United States
Gerald McLaughlin	Chief Executive Officer and Director	Chief Executive Officer	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
William Sullivan	Chief Financial Officer	Chief Financial Officer	United States
Amit Shashank	General Counsel	General Counsel	United States

EX-99.2

Exhibit 2

Alterity Stock Sale Plan for Life Biosciences LLC

This Stock Sale Plan (this “Plan”) is entered into this third day of January 2022 (“Adoption Date”) between Life Biosciences LLC (the “Participant”) and Piper Sandler & Co. (the “Broker”).

Recitals

The Participant desires to establish this Plan to sell American Depositary Shares (the “Stock”), of Alterity Therapeutics Ltd. (the “Issuer”).

The Participant desires to engage the Broker to effect sales of shares of the Stock in accordance with this Plan.

The Stock is principally traded on the NASDAQ Capital Market (the “Exchange”).

Agreement

Therefore, the Participant and the Broker hereby agree as follows:

1.       The Broker shall use its best efforts, consistent with ordinary principles of best execution, to effect planned transactions in the Stock (each, a “Planned Transaction”) pursuant to the instructions set forth on Attachment A (the “Instructions”) commencing on the date set forth in the Instructions.

Subject to the Instructions, the Broker shall in its sole discretion choose the time(s) at which Planned Transaction(s) shall occur, whether to effect a Planned Transaction in bulk sales or smaller increments depending on market demand and the price at which any Planned Transaction is effected. All shares shall be traded on a not-held basis. The sale of the Stock pursuant to this Plan shall be executed by the Broker without prior consultation with or notice to the Participant. If any of the Instructions, either read separately or read in conjunction with the rest of this Plan, would result in conflicting, ambiguous or confusing directions, the Participant hereby authorizes the Broker to use its discretion to effect that portion of the Instructions as the Broker so determines.

2.       This Plan shall become effective on the date hereof and shall terminate as described in Attachment A. Notwithstanding the provisions in Attachment A, the Participant may terminate this Plan at any time by providing written notice of termination prior to the requested date of termination.

3.       The Participant understands that if the Broker is not able to effect part or all of a Planned Transaction due to a market disruption or a legal, regulatory, or contractual restriction applicable to the Broker or due to the exercise of any time/price discretion granted to the Broker under this Plan, then such Planned Transaction shall be canceled and shall not be effected pursuant to this Plan. The Broker shall effect such Planned Transaction, or part thereof, as promptly as practical after the cessation or termination of such market disruption, applicable restriction, or other event, provided that no such Planned Transaction shall be effected after the termination of this Plan.

4.             The Participant represents and warrants that he or she:

(a)       is not currently aware of any material nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock) and during the term of the Plan will not, directly or indirectly, communicate any material nonpublic information relating to the stock or the Issuer to any employee of the Broker );

(b)       is not subject to any legal, regulatory, or contractual restriction or undertaking that would prevent the Broker from conducting the Planned Transactions in accordance with this Plan;

(c)       is entering into this Plan in good faith and not as part of a plan or scheme to evade the prohibitions of SEC Rule 10b5-1;

(d) owns free and clear of any liens, claims, encumbrances or other restrictions the shares of Stock to be sold under this Plan subject, in the case of shares of Stock underlying stock options to be exercised pursuant to this Plan, only to the compliance by the Participant with the exercise provisions of such options;

(e)       [check one] is x is not ¨ an affiliate of the Issuer for purposes of SEC Rule 144; and

(f)       is currently able to purchase and sell shares of Stock in accordance with the Issuer’s insider-trading policies.

¨ Check this box if the Participant is using funds from a trust for the benefit of the Participant or the Participant’s family members to exercise stock options to acquire the shares of Stock to be sold under this Plan. By checking this box, the Participant represents that he or she has the right under the terms of the stock option to exercise the stock option in such manner.

5.            The Participant shall immediately notify the Broker if the Participant becomes subject to a legal, regulatory, or contractual restriction or undertaking that would prevent the Broker from making Planned Transactions under this Plan, and, in such a case, the Participant and the Broker shall cooperate to amend or otherwise revise this Plan to take account of the restriction or undertaking (but neither party shall be obligated to take any action that would be inconsistent with SEC Rule 10b5-1(c)).

6.             It is the parties’ intent that this Plan comply with the requirements of SEC Rule 10b5-1(c)(1) and this Plan shall be interpreted to comply with the requirements thereof. Any provision of this Plan that cannot be construed in accordance with Rule 10b5-1(c) shall be void.

7.            If the Participant is an “affiliate” of the Issuer for purposes of SEC Rule 144, as represented by the Participant above, then the Broker agrees to conduct all Planned Transactions in accordance with the manner-of-sale requirement of Rule 144, and in no event shall the Broker effect any such Planned Transaction if it would exceed the then-applicable volume limitation under Rule 144, assuming that the sales under this Plan are the only sales subject to that limitation. The Participant agrees not to take, and agrees to cause any person or entity with which he or she would be required to aggregate sales of Stock under Rule 144 not to take, any action that would cause any such sale not to comply with Rule 144. As a courtesy to Participant, Broker shall prepare and, subject to Participant’s review if requested, file one Form 144 at the beginning of each three-month period, commencing with the first sale, covering the estimated number of shares of Stock to be sold pursuant to this Plan during such three-month period. Participant hereby grants Broker a power of attorney to complete and/or file on behalf of Participant any required Forms 144.

8.             The Participant acknowledges that the Issuer may suspend the Planned Transactions at such times and for such periods as may be advisable to ensure compliance with, among other things, applicable securities laws and regulations, rules of the Exchange, or contractual or accounting requirements in connection with acquisitions or dispositions by the Issuer or the Issuer’s purchases or sales of its securities. Any such suspension shall be communicated to the Broker in writing by the Issuer’s General Counsel or other appropriate compliance officer and shall contain an acknowledgment that such suspension is being made in accordance with Rule 10b5-1(c).

9.              The Broker agrees not to use any information about the Planned Transactions in connection with purchases or sales of, or trading in, any securities of the Issuer, or derivative securities thereof, or provide other people with such information or recommend that other people buy or sell securities based upon such information.

10.            The Participant agrees to make all filings required under Sections 13(d) and 16 of the Securities Exchange Act of 1934 (e.g., Forms 4 and 5) with respect to the Planned Transactions, if applicable. The Broker shall have no responsibility for any such filings. However, in order to allow Participant to timely make such filings, the Broker shall notify the designated individuals of the Participant of the relevant trade details of any Planned Transaction no later than 24 hours from the date of execution of such Planned Transaction. The Broker will notify the following designated individual(s) by email:

Ivan Kaplan

E-mail address: ivan@lifebiosciences.com

Phone Number: 206-218-5892

Amit Shashank

E-mail address: amit@lifebiosciences.com

Phone Number: 646-267-0231

11.            The Participant agrees that the Issuer may publicly disclose the existence and terms of this Plan to the extent required by law.

12.       All share numbers and dollar amounts set forth in this Plan shall automatically be adjusted to reflect stock splits, stock dividends, and similar events occurring after the date hereof.

13.       The Participant may trade in securities of the Issuer in addition to the Planned Transaction, provided that the Participant complies with the insider-trading policies of the Issuer and applicable regulatory requirements and the Participant does not enter into or alter a corresponding or hedging transaction or position with respect to the Planned Transactions. The Participant agrees to promptly notify the Broker of any transaction in the Stock by the Participant other than a Planned Transaction pursuant to this Plan.

14.       This Plan may be amended only by a writing executed by the Participant and the Broker. Any such writing with respect to such amendment shall contain the Participant’s representation that he or she knows of no material nonpublic information regarding the Issuer or any of its securities (including the Stock) as of the date thereof.

IN WITNESS WHEREOF, the undersigned have signed this Plan as of the date first written above.

PARTICIPANT
LIFE BIOSCIENCES LLC
By:	/s/ Amit Shashank
Name:	Amit Shashank
Title:	General Counsel
PIPER SANDLER & CO.
By:	/s/ Mark Cieciura
Name:	Mark Cieciura
Title:	Managing Director