FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the Month of April, 2024

Commission File Number 0-51504

GENETIC TECHNOLOGIES LIMITED

(Exact Name as Specified in its Charter)

N/A

(Translation of Registrant’s Name)

60-66 Hanover Street

Fitzroy

Victoria 3065 Australia

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

This Report on Form 6-K (including exhibits thereto) is hereby incorporated by reference into the registrant’s Registration Statement on Form F-3 (File Nos. 333-276168), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

On April 18, 2024, Genetic Technologies Limited (the “Company”) entered into a definitive agreement (the “Purchase Agreement”) with institutional investors providing for the issuance of (i) 16,800,000 ordinary shares represented by 560,000 American Depositary Shares (“ADSs”), and (ii) pre-funded warrants to purchase up to an aggregate 13,200,000 ordinary shares represented by 440,000 ADSs, in a registered direct offering at an offering price of $2.00 per ADS and $1.999 per pre-funded warrant, for aggregate gross proceeds of approximately $2 million. Each ADS represents thirty (30) ordinary shares of the Company. The offering is expected to close on or about April 22, 2024, subject to the satisfaction of customary closing conditions.

In addition, under the Purchase Agreement, the investors will receive unregistered warrants to purchase up to an aggregate of 30,000,000 ordinary shares represented by 1,000,000 ADSs at an exercise price of $2.00 per ADS. The warrants will be immediately exercisable and will expire five years following the date of issuance. The warrants may be exercised on a cashless basis if there is no effective registration statement registering the ADSs underlying the warrants.

Each pre-funded warrant is exercisable for one ADS at an exercise price of $0.001 per share. The pre-funded warrants are immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full.

Under the Purchase Agreement, the Company has agreed not to enter into any agreement to issue or announce the issuance or proposed issuance of any ADSs, ordinary shares or ordinary share equivalents for a period of 90 days following the closing of the offering, subject to certain customary exceptions. In addition, the Purchase Agreement provides that for a period of twelve months following the closing of the offering, the Company will not effect or enter into an agreement to effect a “variable rate transaction” as defined in the Purchase Agreement, except that upon the completion of 30 days following the closing of the offering, the Company may enter into and effect sales pursuant to an at–the-market offering facility with H.C. Wainwright & Co., LLC (the “Placement Agent”). The Purchase Agreement further provides that the Company shall file a registration statement providing for the resale by the investors of the ADSs issuable upon exercise of the unregistered warrants and use commercially reasonable efforts to cause such registration statement to become effective within 60 calendar days following the closing of the offering (or within 90 calendar days in case of a “full review” of such registration statement by the Securities and Exchange Commission (the “SEC”)).

The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

The Company is also a party to a letter agreement with the Placement Agent, pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the Company in connection with the offering. The Company has agreed to pay the Placement Agent a cash placement fee equal to 7.5% of the aggregate gross proceeds, a management fee equal to 1.0% of the aggregate gross proceeds, a non-accountable expense allowance of $25,000, up to $50,000 for certain expenses including legal fees, and clearing expenses of $15,950. The Placement Agent will also receive placement agent warrants on substantially the same terms as the investors up to an aggregate of 65,000 ADSs, at an exercise price of $2.50 per ADSs and a term expiring on April 18, 2029. The Company agreed to use its reasonable best efforts to obtain shareholder approval to issue the placement agent warrants and to register such warrants and underlying securities on a registration statement with the SEC and to cause such registration statement to become effective 60 days from the date the shareholder approval is obtained.

The ADSs and the underlying ordinary shares to be issued in the registered direct offering will be issued pursuant to a prospectus supplement dated as of April 18, 2024 which was filed with the SEC, in connection with a takedown from the Company’s shelf registration statement on Form F-3 (File No. 333-276168) (the “Registration Statement”), which became effective on January 4, 2024, and the base prospectus dated as of January 4, 2024 contained in such Registration Statement. This Report shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The warrants, the placement agent warrants and the ADSs and ordinary shares underlying the warrants and placement agent warrants are being offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D promulgated thereunder. The investors have represented that they are accredited investors, as that term is defined in Regulation D, or qualified institutional buyer as defined in Rule 144(A)(a), and have acquired the warrants and the ADSs underlying the warrants as principals for their own respective accounts and have no arrangements or understandings for any distribution thereof. The offer and sale of the foregoing securities is being made without any form of general solicitation or advertising. The warrants, the placement agent warrants and the ADSs and ordinary shares underlying the warrants and the placement agent warrants have not been registered under the Securities Act or applicable state securities laws. Accordingly, the warrants, the placement agent warrants and underlying ADSs and ordinary shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

The foregoing summaries of the terms of the Purchase Agreement, the pre-funded warrants, the warrants and the placement agent warrants are subject to, and qualified in their entirety by the forms of such documents attached hereto as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, and are incorporated herein by reference. The Purchase Agreement contains representations and warranties that the parties made to, and solely for the benefit of, the others, except as expressly set forth in the Purchase Agreement, in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties.

Copies of the opinions of K&L Gates and Sichenzia Ross Ference Carmel LLP relating to the securities are attached as Exhibits 5.1 and 5.2, respectively.

The Company previously announced the offering in a press release issued on April 18, 2024, which was included as an exhibit to a Report on Form 6-K filed with the SEC on April 19, 2024.

Warning Concerning Forward Looking Statements

This Report of Foreign Private Issuer on Form 6-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For example, this Report states that the offering is expected to close on or about April 22, 2024. In fact, the closing of the offering is subject to various conditions and contingencies as are customary in securities purchase agreement in the United States. If these conditions are not satisfied or the specified contingencies do not occur, this offering may not close. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Report.

Exhibit Index

Exhibit No.	Description
5.1	Opinion of K&L Gates
5.2	Opinion of Sichenzia Ross Ference Carmel LLP
10.1	Form of Securities Purchase Agreement dated as of April 18, 2024 between Genetic Technologies Limited and the investors listed therein
10.2	Form of Pre-Funded Warrant to be issued by Genetic Technologies Limited on April 22, 2024
10.3	Form of Warrant to be issued by Genetic Technologies Limited on April 22, 2024
10.4	Form of Placement Agent Warrant to be issued by Genetic Technologies Limited
23.1	Consent of K&L Gates (contained in Exhibit 5.1)
23.2	Consent of Sichenzia Ross Ference Carmel LLP (contained in Exhibit 5.2)
99.1	Press Release Issued April 18, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 22, 2024

GENETIC TECHNOLOGIES LIMITED
By:	/s/ Kathryn Andrews
Name:	Kathryn Andrews
Title:	Company Secretary