Filed Pursuant to Rule 424(b)(3)
Registration No. 333-249020
PROSPECTUS SUPPLEMENT NO. 1
(to Prospectus dated October 16, 2020)
This prospectus supplement supplements the prospectus dated October 16, 2020 (the “Prospectus”), which forms a part of Opthea Limited’s registration statement on Form F-1 (File No. 333-249020). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our half-year financial report 31 December 2020, prepared in accordance with Listing Rule 4.2A of the Australian Securities Exchange, or the Half-Year Report, filed with the Securities and Exchange Commission on February 22, 2021 as Exhibit 99.1 to our Report on Form 6-K. Accordingly, we have attached the Half-Year Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate in part to the offer and sale from time to time by the holders of certain pre-funded warrants to purchase 936,700 American depositary shares, or ADSs, representing 7,493,600 ordinary shares of Opthea Limited. Each pre-funded warrant will be exercisable for one ADS. Each ADS represents eight ordinary shares, no par value, deposited with The Bank of New York Mellon, as depositary. The pre-funded warrants may be exercised at any time until all of the pre-funded warrants are exercised in full, subject to certain conditions under Australian law set forth in the Prospectus.
Our ordinary shares are listed on the Australian Securities Exchange under the symbol “OPT,” and our ADSs are listed on the Nasdaq Global Select Market under the symbol “OPT.” On February 19, 2021, the last reported sale price of our ordinary shares on the Australian Securities Exchange was A$1.75 per ordinary share, equivalent to a price of US$10.88 per ADS, after giving effect to the Australian dollar/U.S. dollar exchange rate of A$1.287 to US$1.00 as of February 19, 2021, and an ADS-to-ordinary share ratio of 1-to-8. On February 19, 2021, the last reported sale price of our ADSs on the Nasdaq Global Select Market was US$11.18 per ADS.
There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. In addition, we have not applied, and do not intend to apply, for a listing of the pre-funded warrants on any national securities exchange or other nationally recognized trading system.
This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, except to the extent that the information in this prospectus supplement updates and supersedes the information contained in the Prospectus.
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 12 of the Prospectus.
We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus Supplement dated February 22, 2021