6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of September 2022

Commission File Number: 001-39621

OPTHEA LIMITED

(Translation of registrant’s name into English)

Level 4

650 Chapel Street

South Yarra, Victoria 3141

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  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

INCORPORATION BY REFERENCE

This Report on Form 6-K (the “Report”) and Exhibit 99.1 to this Report shall be deemed to be incorporated by reference into the registration statements of Opthea Limited (the “Company”) on Form S-8 (File No. 333-251052) and Form F-3 (File No. 333-262444) and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently furnished.

EXHIBITS

Exhibit	Description
99.1	Results of 2022 Annual General Meeting

SIGNATURES

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

	OPTHEA LIMITED
Date: September 26, 2022	By:	/s/ Megan Baldwin
		Megan Baldwin, Ph.D.
		Chief Executive Officer and Managing Director

EX-99.1

Exhibit 99.1

26 September 2022

Market Announcements Office

Australian Securities Exchange Limited

20 Bridge Street

SYDNEY NSW 2000

Dear Ms,

Results of 2022 Extraordinary General Meeting

Opthea Limited (ASX: OPT)

In accordance with Listing Rule 3.13.2 and section 251AA of the Corporations Act, we advise details of the resolution and the proxies received in respect of the resolution are set out in the attached proxy summary.

Yours faithfully

Karen Adams

Company Secretary

Opthea Limited, Suite 0403, Level 4, 650 Chapel Street, South Yarra, Victoria  3141, Australia A.C.N. 006 340 567    |    Telephone: +61 3 9826 0399    |    Website: www.opthea.com

OPTHEA LIMITED

EXTRAORDINARY GENERAL MEETING

26th September 2022

Results of Meeting

The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2.

Resolution details		Instructions given to validly appointed proxies (as at proxy close)				Number of votes cast on the poll (where applicable)			Resolution Result	If s250U applies
Resolution	Resolution Type	For	Against	Proxy’s Discretion	Abstain	For	Against	Abstain*	Carried / Not Carried
1 - Ratification of Tranche 1 Shares Placement	Ordinary	157,082,324 99.61%	106,595 0.07%	515,517 0.32%	14,212,393	157,597,841 99.93%	106,595 0.07%	14,212,393	Carried
2 - Issue of Tranche 2 Shares Placement	Ordinary	168,620,077 99.49%	361,717 0.21%	515,517 0.30%	2,419,518	169,135,594 99.79%	361,717 0.21%	2,419,518	Carried

* Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll.