Exhibit 99.1

ALTERITY THERAPEUTICS LIMITED

[ACN 080 699 065]

(“the Company”)

OPTIONS PROSPECTUS

This prospectus (Prospectus) contains the following offers of options (New Options) (each with an exercise price of A$0.028 (2.8 Australian cents), expiry date of 26 February 2027 and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company (Share):

The Placement Offer and Broker Offer are collectively the Offers. The issue of the New Options was approved by the shareholders of the Company at the general meeting on 31 March 2025 (Meeting).

The Offers are only made to and capable of acceptance by the respective identified parties. Further details of the Offers are contained within this Prospectus.

Unless closed earlier the Offers close at 7:00pm (Melbourne time) on 22 April 2025, which date may change without notice.

THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY

It is important that you read this Prospectus carefully before deciding whether to accept an Offers (or any of them). If you do not understand its contents you should consult your stockbroker, accountant or other professional adviser.

The securities offered under this Prospectus are considered highly speculative

CORPORATE DIRECTORY

ALTERITY THERAPEUTICS LIMITED

[ACN 080 699 065]

Directors

Geoffrey Kempler - Non-Executive Chairman
Lawrence Gozlan - Non-Executive Director
Peter Marks - Non-Executive Director
Brian Meltzer - Non-Executive Director

Chief Executive Officer

David Stamler

Company Secretary and Chief Financial Officer

Abby Macnish Niven

Registered Office

Level 14, 350 Collins Street

Melbourne VIC 3000

Tel: +61 3 9349 4906

Share Registrar (named for information purposes only)

Automic Pty Ltd

Level 5, 191 St Georges Terrace

Perth WA 6000

ASX Code

ATH

Web Site

www.alteritytherapeutics.com

To view annual reports, shareholder and company information, news announcements, background information on the Company’s business and historical information, visit https://alteritytherapeutics.com/.

IMPORTANT NOTICES

This prospectus (Prospectus) is dated 17 April 2025. A copy of this Prospectus was lodged with the Australian Securities & Investments Commission (ASIC) on the same date. Neither ASIC nor ASX Limited (ASX) nor their respective officers take any responsibility as to the contents of this Prospectus.

Subject to the Corporations Act 2001 (Cth) (Corporations Act), the ASX Listing Rules and other applicable laws, the Company reserves the right to close the Offers (or either of them) early, to extend the Closing Date in respect of one or both of the Offers and/or any other dates (by making an announcement of the extension to ASX), or not to proceed with the Offers (or either of them).

Unless closed earlier, the Offers close at 7:00pm (Melbourne time) on 22 April 2025 (Closing Date), which date may change, in respect of one or both of the Offers, without notice.

This Prospectus is for offers of options to acquire continuously quoted securities (the New Options) and accordingly is not required by the Corporations Act to contain all the information normally required to be set out in a document of this type. This Prospectus contains and applies to the Offers of New Options.

This Prospectus incorporates by reference certain information contained in documents lodged with ASIC. A document incorporated by reference in this Prospectus in this manner may be obtained free of charge from the Company during the application period.

The Company has adopted a target market determination (TMD) for each of the respective Offers. The TMDs are available at the website of the Company, www.alteritytherapeutics.com. By making an application under one or both of the Offers, an investor warrants that they have read and understood the applicable TMD and that they meet the eligibility criteria of, and fall within the target markets set out in, that TMD.

No person is authorised to give any information or make any representation in connection with this Prospectus that is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the offer of securities.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should observe any of those restrictions. Any failure to comply with the restrictions may constitute a violation of applicable securities law.

No action has been taken to register or qualify the Offers or the New Options or otherwise to permit a public offering of the securities offered under this Prospectus, in any jurisdiction outside Australia.

The New Options have not been, and will not be, registered under the United States Securities Act of 1933 and should not be offered or sold within the USA.

No account has been taken of particular objectives, financial situation or needs of recipients of this Prospectus. Recipients of this Prospectus should have regard to their own objectives, financial situation and needs. Recipients of this Prospectus should make their own independent investigation and assessment of the Company, its business, assets and liabilities, prospects and profits and losses, and risks associated with investing. Independent expert advice should be sought before any decision is made to apply for New Options under this Prospectus.

All monetary amounts in this Prospectus are in Australian dollars unless otherwise stated.

All dates and times are dates and times in Melbourne, Victoria, Australia unless otherwise stated.

The securities offered under this Prospectus are considered highly speculative.

TIMETABLE^

CONTENTS

KEY INVESTMENT RISKS – SUMMARY

Please read and consider this Prospectus in full and in conjunction with matters which have or may be referred to in the Company’s ASX announcements before applying for New Options.

Section 5 of this Prospectus contains an overview of some of the key risks associated with investment in the Company, including risks associated with the Offers as set out below:

The Company provided detailed disclosure of business risk factors in its item 3.D of its 2024 Annual Report for the reporting period ended 30 June 2024 that was released to ASX on 26 September 2024. The 2024 Annual Report has been lodged with ASIC and item 3.D of the 2024 Annual Report is incorporated by reference into this Prospectus in accordance with Section 712 of the Corporations Act.

A copy of the 2024 Annual Report including item 3.D is available at www.asx.com.au (search code “ATH”) and can be obtained from the Company upon request.

A selection of risk factors as described in item 3.D of the 2024 Annual Report are set out below:

Further details of the above risk factors, as well as information regarding additional business risk factors that may impact upon the Company, are set out in item 3.D of the 2024 Annual Report as described above.

ABOUT THE OFFERS - SUMMARY

The following summary provides only a limited overview of the Offers made under this Prospectus. Further details are set out in this Prospectus. Please read and consider this Prospectus in full before making any decision regarding seeking to accept the Offers or otherwise investing in the Company.

The New Options are offered as follows:

The issue of the offered New Options was approved by the shareholders of the Company at the Meeting on 31 March 2025.

Each of the Offers is only made to and capable of acceptance by the respective identified parties. The Company will provide a personalised application form to identified parties to participate in the Offers (or either of them).

On 10 February 2025, the Company announced it had received binding commitments for a capital raising of A$40 million before costs via a placement of an aggregate of 3,636,363,636 Shares at an issue price of A$0.011 (1.1 Australian cents) per Share (Placement).

Under the terms of the Placement, every three Shares are to be accompanied by one New Option, subject to shareholder approval for the issue of New Options which was obtained at the Meeting. The issue of the New Options as free-attaching to Shares under the Placement is the subject of the Placement Offer.

The full terms of the New Options are set out in Section 9.1.

Participants in the Placement were sophisticated, professional and other investors exempt from the disclosure requirements of Chapter 6D of the Corporations Act. The participants in the Placement included unrelated investors who are clients of MST Financial, unrelated Australian and international institutions, unrelated investors that were identified by the Company as part of its investor relations program and the Directors of the Company.

Issue of the Shares under the Placement was completed in two tranches as described below:

MST Financial acted as lead manager of the Placement. The fees payable to MST Financial (and/or its nominee(s)) comprise:

The Company proposes seeking quotation (listing) of issued New Options. New Options will be unquoted (unlisted) unless and until such time as the Company satisfies the quotation requirements of ASX, which will include:

If official quotation of New Options is not granted, the New Options will be unlisted securities and will not be tradeable on ASX. The fact ASX may grant official quotation of New Options is not to be taken as an indication of the merits of the Company or the New Options. Appendix 3Bs released to ASX on 10 February 2025 and 24 February 2025 applied for quotation of New Options if the quotation requirements of ASX are satisfied.

For the avoidance of doubt, quotation of New Options is not a condition of the Offers (or either of them).

The purpose of this Prospectus and the Offers is to facilitate the issue of the New Options, in particular, to facilitate the secondary trading of Shares issued on exercise of the New Options (if any) and, subject to achieving quotation (listing), the secondary trading of the New Options on ASX, and to implement the shareholder approval for the issue of the New Options as received at the Meeting.

No funds will be raised under the Offers and accordingly the only impact of the Offers will be to reduce the cash reserves of the Company by the costs of the Offers. Estimated, approximate anticipated costs of the Offers are set out below:

SHARES

The Offers will not impact the issued Share capital of the Company unless and until New Options are exercised into Shares (if any). There is no guarantee that a certain number of New Options will be exercised into Shares, or any at all. For indicative purposes, the below tables show the impact of the exercise of 50% and 100% of the New Options under the Offers on the issued Share capital of the Company:

Notes to tables:

OPTIONS

The existing and proposed options of the Company are set out in the table below. All existing options other than the ATHO options are unlisted, however, the Company proposes seeking quotation (listing) of the Options. The quotation (listing) of the Options is not a condition of the Offers (or either of them):

As at the date of this Prospectus, the Company has received notices from two substantial shareholders (being holders of a relevant interest in 5% of more of the Shares on issue), being:

Issue of New Options will not impact the relevant interests shareholders, including substantial shareholders.

The existing percentages shareholdings in the Company of shareholders will not be diluted from issue of New Options under the Offers, are the New Options are convertible securities that do not have voting rights unless and until exercised into Shares. Accordingly, the Offers will not (collectively or in isolation) have a material impact on the control (as defined by section 50AA of the Corporations Act) of the Company.

The percentage shareholdings in the Company of shareholders may be diluted following the issue of Shares (if any) upon exercise of New Options. For indicative purposes, if the Offers are fully subscribed and all New Options are exercised then 1,222,300,911 Shares will be issued (subject to rounding) and if the Offer is 50% subscribed and those New Options are exercised then 611,150,456 Shares (subject to rounding) will be issued. The dilutive impact of the exercise of 50% or all New Options under the Offers is set out in the table below:

Notes to Table:

New Options are considered highly speculative. An investment in the Company carries risk.

The Directors strongly recommend potential investors consider the risk factors described below, together with information contained elsewhere in the Prospectus.

This section identifies circumstances the Directors regard as risks associated with investment in the Company and which may have a material adverse impact on the financial performance of the Company if they were to arise.

Specifically:

A copy of item 3.D of the 2024 Annual Report is available at www.asx.com.au (search code “ATH”) and can be obtained from the Company upon request. A selection of the risk factors as contained in item 3.D of the 2024 Annual Report are set out in Section 5.2.

Where possible, the Directors aim to manage these risks by carefully planning the Company’s activities and implementing risk control measures. However, some of the risks identified are highly unpredictable or are out of the control of the Company and the Company is therefore limited to the extent it can effectively manage them. These risk factors are not intended to be an exhaustive list of risks to which the Company is, or will be, exposed.

The market price of Shares is subject to varied and unpredictable influences on the market for equities in general. Market conditions and lack of liquidity may affect the value of Shares (and New Options, if quoted (listed)) regardless of the performance of the Company. No assurance is given that there will be, or continue to be, an active market for the Shares or if an active market will be established for the Options if quoted (listed). The trading price of Shares (and New Options, if quoted (listed)) may fall as well as rise.

Participation in the Offers may have taxation consequences depending on the particular circumstances of the recipient. You should seek your own professional advice before investing in the Company.

There is no guarantee that the Share price will be greater than the exercise price of New Options up to the expiry date of 26 February 2027 for the New Options. Accordingly, there is a risk that securities will be out of the money during the exercise period, which will affect the value of the New Options.

As noted above, the below represent a selection of the risk factors contained in item 3.D of the 2024 Annual Report released to ASX on 26 September 2024 which is available at www.asx.com.au (search code “ATH”) and can be obtained from the Company upon request:

The above list of risk factors ought not to be taken as an exhaustive list of the risks faced by the Company or in connection with an investment in the Company. The above risk factors, and other risk factors not specifically referred to above, may materially affect the future financial performance of the Company and the value of the securities offered under this Prospectus. Shares issued on exercise of New Options carry no guarantee with respect to the payment of dividends, returns of capital or market value. The Company does not expect to declare any dividends for the foreseeable future.

Potential investors should consider that the investment in the Company is highly speculative.

Applications under the Offers must be made pursuant to the application form provided by the Company. The Company may determine at its absolute discretion whether to accept any or all applications, including applications received after the Closing Date, at its absolute discretion.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. Persons residing in countries outside Australia should consult their professional advisers as to whether governmental or other consent are required or whether formalities need to be observed for them to participate in the Offers (or either of them).

No account has been taken of the particular objectives, financial situation or needs of recipients of this Prospectus. Because of this, recipients of this Prospectus should have regard to their own objectives, financial situation and needs. Recipients of this Prospectus should make their own independent investigations and assessment of the Company, its business, assets and liabilities, prospects and profits and losses, and the risks associated with investing in the Company. Independent expert advice should be sought before any decision is made to accept the Offers (or either of them) or otherwise invest in the Company.

If you have questions about the Offers, please contact the Company by email to info@alteritytherapeutics.com.

This Prospectus is issued by the Company in accordance with the provisions of the Corporations Act applicable to a prospectus for continuously quoted securities or securities convertible into continuously quoted securities (noting that the New Options are convertible into Shares that are continuously quoted securities).

Section 713 of the Corporations Act enables a company to issue a special prospectus where the securities under that prospectus are continuously quoted securities within the meaning of the Corporations Act. This generally means that the relevant securities are in a class of securities that were quoted enhanced disclosure securities at all times during the 3 months before the date of this Prospectus and other requirements relating to the Company not being subject to various exemptions and orders under the Corporations Act within the last 12 months are met.

In summary, special prospectuses are required to contain information in relation to the effect of the offer of securities on the company and the rights and liabilities attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company. Accordingly, this Prospectus does not contain the same level of disclosure as a prospectus of an unlisted company or an initial public offering prospectus.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the date of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

For the purpose of satisfying section 713(5) of the Corporations Act a prospectus must incorporate information that:

The prospectus must contain this information only to the extent to which it is reasonable for investors and their professional advisors to expect to find such information in the prospectus. The Company is not aware of any matters that need to be disclosed under this section of the Corporations Act that have not been previously disclosed, or which have not been set out in this Prospectus.

The Company operates an ongoing business and reports regularly on its activities. The Company from time to time seeks to engage in discussions on an ongoing basis in respect of potential opportunities. Funds may be used to fund the costs associated with identifying, investigating and pursuing such opportunities. While the Company may seek to negotiate such opportunities there is no certainty any such arrangement(s) will be finalised on particular terms, at a specific time, or at all. The Company will make further announcements in respect of any such opportunities (if any) in accordance with its continuous disclosure obligations as developments, if any, occur (however no guarantee can be given that such developments, if any, will occur).

As a disclosing entity under the Corporations Act, the Company is subject to regular reporting and disclosure obligations. Copies of documents lodged with ASX and ASIC in relation to the Company may be obtained from or inspected by accessing the respective websites.

Any person may request, and the Company will provide free of charge, a copy of each of the following documents during the acceptance period of this Prospectus:

Such documents are also available online from the ASX website at www.asx.com.au, search code “ATH”.

The following announcements (continuous disclosure notices) have been made by the Company to ASX since lodging its annual financial report for the year ended 30 June 2024 with ASIC:

Any person may request, and the Company will provide free of charge, a copy of any of the above announcements during the application period of this Prospectus.

The Company may make further announcements to ASX from time to time. Announcements are released by ASX on its website, www.asx.com.au under the Company’s ASX code “ATH” and copies of announcements can be obtained from the Company upon request and are available on the Company’s website www.alteritytherapeutics.com. Prospective investors are advised to refer to ASX’s website for updated releases about events or matters affecting the Company.

In making statements in this Prospectus, it is noted that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

Note: terms defined in this Section 9.1 are defined for the purposes of this Section 9.1 only

Shares issued on exercise of New Options will be fully paid ordinary shares in the capital of the Company, which will rank equally with, and will have the same voting and other rights as existing issued shares of the Company. The rights attaching to the Shares are set out in the constitution of the Company (Constitution), the Listing Rules of ASX and the Corporations Act. The Company’s constitution has been lodged with ASIC. The Constitution contains provisions of the kind common for public companies in Australia and are taken to be included in this Prospectus by operation of Section 712 of the Corporations Act. Any person may request a copy of the Constitution during the application period of the Prospectus, which the Company will provide free of charge.

The Offers and any application concerning the issue of New Options under this Prospectus shall be governed and construed in accordance with the laws of Victoria, Australia.

The Directors’ direct and indirect interests in securities of the Company as at the date of this Prospectus are set out in the table below.

SHARES & OPTIONS

Notes to the above table:

Directors are entitled to receive directors’ fees and other remuneration from the Company in relation to services provided to the Company. Details of the cash remuneration paid or agreed to be paid to the Directors in the two years prior to the lodgement of this Prospectus (excluding GST, if applicable) are as follows:

Note to table:

Except as disclosed in this Prospectus:

Recipients of this Prospectus and the Offers should seek and obtain their own taxation advice.

This Prospectus and any application form do not constitute an offer in any jurisdiction in which, or to any persons to whom, it would not be lawful to make such an offer.

This Prospectus does not constitute an offer for securities in any place where, or to any person whom, it would be unlawful to make such an offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law, and persons outside Australia who comes into possession of this Prospectus should seek advice on, and observe any, such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify the securities under this Prospectus or otherwise to permit a public offering of the securities in any jurisdiction outside Australia. The Company does, however, reserve the right (at its absolute discretion) to accept an application from a shareholder if it is satisfied that the making and acceptance of the application complies with the requirements of the relevant jurisdiction.

The Offers have not been, and will not be, registered under the US Securities Act and has not been made in the United States of America or to persons resident in the United States of America.

Personal information is collected on application forms by the Company and the Share Registry for processing applications, maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Acceptances might not be processed efficiently, or at all, if the information requested is not provided. Personal information about recipients may be disclosed to external service providers such as print or mail service providers as required or permitted by law. A recipient who would like details of their personal information held by the Company or its Share Registry, or who would like to correct information that is incorrect or out of date, should contact the Company by email, by telephone or at the address shown in the Corporate Directory. In accordance with the Corporations Act, recipients may be sent material (including marketing material) in addition to general corporate communications. Recipients may elect not to receive marketing material by contacting the Share Registry’s Privacy Officer. Recipients can also request access to, or corrections of, personal information held by the Company by writing to the Company.

This Prospectus is available in electronic format via the ASX website, www.asx.com.au (search code “ATH”) and via the Company’s website at www.alteritytherapeutics.com.

Persons having received this Prospectus in electronic form may, during the offer period, obtain a paper copy of this Prospectus (free of charge) by contacting the Company by email to info@alteritytherapeutics.com.

Applications under the Offers may only be made in accordance with the application form which will form part of or will be accompanied by the complete and unaltered electronic version of this Prospectus. The Corporations Act prohibits any person from passing on to another person a personalised Application Form unless it is attached to or accompanied by a hard copy of this Prospectus or by the complete and unaltered electronic version of this Prospectus.

The Company reserves the right not to accept an application form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the complete and unaltered electronic version of this Prospectus.

The information in this Prospectus does not constitute financial product advice. This Prospectus does not take into account the investment objectives, financial situation, tax position and particular needs of individual investors. Investors should obtain their own independent advice and consider the appropriateness of the Offers having regard to their own objectives, financial situation, tax position and needs.

Except as required by law, and only then to the extent so required, neither the Company nor any other person warrants the future performance of the Company, or any return on any investment made pursuant to this Prospectus. An investment under the Offers should be considered speculative.

If you have any questions regarding the content of this Prospectus or how to complete the Personalised Application Form, you should contact your stockbroker, accountant or independent professional financial adviser prior to applying for securities under this prospectus.

If you have any questions regarding the Offers, please contact the Company at info@alteritytherapeutics.com.

No person is authorised to give information or make any representation in connection with this Prospectus which is not contained in this Prospectus. Any such information not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors of the Company have authorised the lodgement of this Prospectus with ASIC.