Exhibit 10.1
Warrant Amendment and New Warrant Issuance Agreement
This Warrant Amendment and New Warrant Issuance Agreement, dated as of May 17, 2024 (the Agreement), is entered into
between Kazia Therapeutics Limited, a company incorporated under the laws of Australia (the Company), and Armistice Capital Master Fund Ltd. (the Investor).
WHEREAS reference is made to (i) that certain Securities Purchase Agreement, dated as of November 30, 2023 (the Securities
Purchase Agreement), by and between the Company and Investor, and (ii) that certain Ordinary Share Warrant (the Existing Warrant) to purchase up to 4,444,445 American Depositary Shares, each representing ten
ordinary shares, no par value, of the Company, issued by the Company to the Investor on December 5, 2023.
WHEREAS (i) the
Company desires to issue a new warrant to the Investor to purchase up to 1,100,000 ADSs at an exercise price of $0.27 per ADS and amend the Existing Warrant to reduce the Exercise Price (as defined in the Existing Warrant) to $0.27 per ADS and
(ii) the Investor desires to grant a limited waiver to the Company under the Securities Purchase Agreement.
NOW THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Investor agree as follows:
1. Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1:
ADS(s) means American Depositary Shares issued pursuant to the
Deposit Agreement (as defined below), each representing ten (10) Ordinary Shares.
Affiliate means any Person
that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
Commission means the Securities and Exchange Commission.
Corporations Act means the Corporations Act 2001 (Cth) (as amended).
Deposit Agreement means the Deposit Agreement dated as of June 13, 2016, among the Company, The Bank of New York
Mellon as Depositary and the owners and holders of ADSs from time to time, as such agreement may be amended or supplemented.
Depositary means The Bank of New York Mellon and any successor depositary of the Company.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.