(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Amount

to be

registered⁽²⁾

Proposed

maximum
offering price

per share⁽⁴⁾

Proposed

maximum
aggregate
offering price⁽⁴⁾

Ordinary Shares, no par value

These shares may be represented by the Registrant’s American Depositary Shares (“ADSs”), each of which represents eight ordinary shares. The Registrant’s ADSs issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-249327).

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares of the Registrant that become issuable under the Opthea Limited – Long-Term Incentive Plan and Opthea Limited – Non-Executive Director Share and Option Plan (the “NED Plan”) by reason of any share dividend, share split, recapitalization or other similar transaction.

Consists of (i) 22,044,000 ordinary shares issuable upon the exercise of outstanding options under the Registrant’s Long Term Incentive Plan and NED Plan and (ii) 12,446,777 ordinary shares reserved for future issuance under the Long Term Incentive Plan. The number of ordinary shares reserved for future issuance under the Long Term Incentive Plan is equal to 10% of the Registrant’s issued and outstanding share capital, assessed on an annual basis.

Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the purpose of calculating the registration fee, consisting of (i) US$20,060,040 for 22,044,000 ordinary shares issuable upon the exercise of outstanding options under the Registrant’s Long Term Incentive Plan and NED Plan, on the basis of the weighted-average exercise price of US$0.91 per ordinary share (after giving effect to the Australian dollar/U.S. dollar exchange rate of A$1.3559 to US$1.00 as of November 27, 2020) and (ii) US$20,755,001 for 12,446,777 ordinary shares reserved for future issuance under the Long Term Incentive Plan on the basis of the average of the high and low prices of the Registrant’s ADSs on the Nasdaq Global Select Market on November 25, 2020, after giving effect to an ADS-to-ordinary share ratio of 1-to-8.

Plan Information*

Registrant Information and Employee Plan Annual Information*

Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants covered by the Long Term Incentive Plan and NED Plan, as specified by Rule 428(b)(1) under the Securities Act.

Incorporation of Documents by Reference

The Registrant’s prospectus dated October 16, 2020 filed with the Commission on October 19, 2020 pursuant to Rule 424(b)(4) under the Securities Act; and

The description of the Registrant’s ordinary shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-39621) filed with the Commission on October 14, 2020, including any amendment and report subsequently filed for the purpose of updating that description.

Description of Securities

Interests of Named Experts and Counsel

Indemnification of Directors and Officers

a liability owed to the company or a related body corporate of the company;

a liability for a pecuniary penalty order made under section 1317G or a compensation order under section 961M, 1317H, 1317HA, 1317HB 1317HC or 1317HE of the Corporations Act;

a liability that is owed to someone other than the company or a related body corporate of the company and did not arise out of conduct in good faith; or

legal costs incurred in defending an action for a liability incurred as an officer or auditor of the company if the costs are incurred:

in defending or resisting proceedings in which the person is found to have a liability for which they cannot be indemnified as set out above;

in defending or resisting criminal proceedings in which the person is found guilty;

in defending or resisting proceedings brought by the Australian Securities & Investments Commission or a liquidator for a court order if the grounds for making the order are found by the court to have been established (except costs incurred in responding to actions taken by the Australian Securities & Investments Commission or a liquidator as part of an investigation before commencing proceedings for a court order); or

in connection with proceedings for relief to the person under the Corporations Act 2001 (Cth) (the “Corporations Act”) in which the court denies the relief.

Exemption From Registration Claimed

Exhibits

Incorporated by Reference

Description

Schedule
Form

Exhibit

Filing Date

Filed Herewith

Undertakings

The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

to include any prospectus required by Section 10(a)(3) of the Securities Act;

to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to that information in the registration statement;

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Signature

Title

/s/ Megan Baldwin

Megan Baldwin, Ph.D.

Chief Executive Officer and Managing Director
(Principal Executive Officer)

/s/ Michael Tonroe

Michael Tonroe

Chief Financial Officer and Company Secretary

(Principal Financial and Accounting Officer)

/s/ Jeremy Levin

Jeremy Levin, D.Phil., MB BChir

Chairperson of the Board of Directors

/s/ Lawrence Gozlan

Lawrence Gozlan

Director

/s/ Michael Sistenich

Michael Sistenich

Director

/s/ Daniel Spiegelman

Daniel Spiegelman

Director

Documents examined and searches conducted and relied on by us

the Company’s LTIP;

the Company’s NED Plan;

the Company’s Constitution;

copies of notices of meetings dated 17 October 2014, 5 February 2016, 29 October 2018 and 11 September 2020 resolutions passed at general meetings of the Company on each of 18 November 2014, 7 March 2016, 29 November 2018 and 12 October 2020.

Assumptions in providing this letter

the genuineness of all signatures and the authenticity of all documents, instruments and certificates submitted to us as originals and the exact conformity with the authentic originals of all documents, instruments and certificates submitted to us as copies or forms or originals;

all relevant original documents continue in full force and effect and all signatures, seals, dates, duty stamps and markings appearing on all documents and copy documents submitted to us are genuine;

that each party to each document has all the requisite power and authority (corporate and otherwise) to execute and deliver and perform its obligations there under (other than with respect to the Company to the extent expressly set forth in paragraph 3(b) below);

all matters of internal management required by the constitution of each of the parties to the relevant documents (other than the Company) have been duly attended to (including, without limitation, the holding of properly constituted meetings of the boards of directors of each of those parties and the passing at those meetings of appropriate resolutions);

any documents which purport to be governed by the law of any jurisdiction other than the laws of the Commonwealth of Australia are legal, valid and binding obligations of all parties to those documents and none of the execution, delivery or performance of any document by any party to the document violates or contravenes or is rendered invalid, not binding or unenforceable under any applicable law under any jurisdiction other than the laws of the Commonwealth of Australia;

the Company has not and will not engage in fraudulent or unconscionable conduct or conduct which is misleading or deceptive or which is likely to mislead or deceive in relation to the issuance or sale of Shares;

there is no bad faith, fraud, undue influence, coercion or duress or similar conduct on the part of the Company in relation to the issuance or sale of Shares under the Registration Statement;

all information provided to us by or on behalf of officers of the Company was true, correct and complete when provided and remains so at the date of this letter, containing all information required, without us making any separate enquiry or investigation other than viewing the ASIC search, in order for us to provide this opinion;

the Company is and will be able to pay its debts as and when they fall due and is otherwise solvent as at the time the Shares are issued or sold; and

all public records and searches which we have examined are accurate and the information disclosed by the searches conducted by us is true and complete and such information has not since been altered and the searches did not fail to disclose any information which had been delivered for registration, lodgement or filing against the Company’s records but which did not appear on the public records at the date of our search.

Opinion

Applicability

Consent