Allarity Therapeutics Files 8-K Amendment

Ticker: ALLR · Form: 8-K/A · Filed: Sep 10, 2024 · CIK: 1860657

Sentiment: neutral

Topics: corporate-governance, amendment, filing-update

TL;DR

Allarity Therapeutics filed an 8-K amendment on Sep 10th covering governance changes and director/officer updates from Sep 3rd.

AI Summary

Allarity Therapeutics, Inc. filed an amendment (No. 1) to its Form 8-K on September 10, 2024, reporting events that occurred on September 3, 2024. The amendment pertains to material modifications to security holder rights, departure/election of directors, appointment of officers, compensatory arrangements, amendments to articles of incorporation or bylaws, and submission of matters to a vote of security holders.

Why It Matters

This amendment provides updated information regarding significant corporate governance and potential changes affecting security holders' rights and company structure.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings often signal significant corporate events that can impact stock price and investor confidence.

Key Players & Entities

FAQ

What specific material modifications to rights of security holders are detailed in this amendment?

The filing indicates material modifications to rights of security holders as an item information, but the specific details are not provided in the provided text snippet.

Were there any departures or elections of directors mentioned in the filing?

Yes, the filing lists 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers' as an item of information.

Does the amendment address any changes to the company's bylaws or articles of incorporation?

Yes, 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' is listed as an item of information in the filing.

What is the exact date of the earliest event reported in this 8-K/A filing?

The earliest event reported is dated September 3, 2024.

When was this amendment (Amendment No. 1) to the Form 8-K filed with the SEC?

Amendment No. 1 to the Form 8-K was filed on September 10, 2024.

Filing Stats: 2,070 words · 8 min read · ~7 pages · Grade level 12.3 · Accepted 2024-09-10 09:15:59

Key Financial Figures

Filing Documents

03 Material

Item 3.03 Material Modifications to Rights of Security Holders. The disclosure required by this Item 3.03 is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) At the 2024 Annual Meeting of Stockholders of the Company held on September 3, 2024 (the "Annual Meeting"), the Company's stockholders, upon the recommendation of the Company's board of directors (the "Board"), approved an amendment to the Allarity Therapeutics Inc. 2021 Equity Incentive Plan, as amended, (the "Plan") to increase the aggregate number of shares of our common stock, par value $0.0001 (the "Common Stock") authorized for grant under the Plan from 2,168,330 to 10,594,876. A summary of the Plan was included as part of Proposal 5 in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on August 20, 2024, and is incorporated herein by reference.

03 Amendment to Articles of Incorporation

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual Meeting, the Company's stockholders approved two proposals to amend the Company's Certificate of Incorporation, as amended to date (the "Charter"). Subsequently, on September 9, 2024, the Company filed both a Sixth Certificate of Amendment to Certificate of Incorporation (the "Sixth Certificate of Amendment") and a Seventh Certificate of Amendment to Certificate of Incorporation (the "Seventh Certificate of Amendment") with the Secretary of State of the State of Delaware. The Sixth Certificate of Amendment to Certificate of Incorporation On September 9, 2024, the Company filed the Sixth Certificate of Amendment with the Secretary of State of the State of Delaware to decrease the number of authorized shares from 750,500,000 to 250,500,000, and to decrease the number of our Common Stock from 750,000,000 to 250,000,000, effective as of 9:30 a.m. (Eastern Time) on September 9, 2024. This amendment was approved by the Company's stockholders at the Annual Meeting, as described below under Item 5.07. The information set forth herein is qualified in its entirety by reference to the complete text of the Sixth Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein. The Seventh Certificate of Amendment to Certificate of Incorporation On September 9, 2024, the Company filed the Seventh Certificate of Amendment, as corrected by the Certificate of Correction, with the Secretary of State of the on September 11, 2024. As described below under Item 5.07, at the Annual Meeting, the Company's stockholders approved a proposal to amend the Charter, at the discretion of the Board to effect a reverse stock split of the Company's issued and outstanding Common Stock,

07 Submission of Matters to a Vote of

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, seven (7) proposals were submitted to the Company's stockholders of record for a vote. The proposals are described in detail in the Definitive Proxy Statement filed with the SEC on August 20, 2024 (the "Proxy Statement"). As of the close of business on August 20, 2024, holders of the Company's Common Stock and Series A Convertible Redeemable Preferred Stock were entitled to vote together as a single class on the proposals described below. The proposals were approved by the requisite vote of the Company's stockholders. Sufficient votes were received to approve the Adjournment Proposal (as defined below), but such an adjournment was not necessary in light of the approval of the Director Proposal, the Independent Auditor Proposal, the Share Decrease Proposal, the Reverse Stock Split Proposal, the 2021 Plan Amendment Proposal, and the Officer Exculpations Amendment Proposal, (each as defined below). The final voting results for each proposal are described below. For more information on each of these proposals, please refer to the Proxy Proposal 1 : To elect two (2) Class II directors, Gerald W. McLaughlin and Laura E. Benjamin, to serve until the 2027 annual meeting of stockholders or until their respective successors are duly elected and qualified (the "Director Proposal"). Name Votes For Votes Withheld Broker Non-Votes Gerald W. McLaughlin 28,435,573 3,189,245 5,601,367 Laura E. Benjamin 28,842,908 2,781,910 5,601,367 Proposal 2 : To ratify the appointment of Wolf & Company, P.C., as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (the "Independent Auditor Proposal"). Votes For Votes Against Abstentions Broker Non-Votes 35,573,867 1,230,893 421,425 N/A Proposal 3: To approve an amendment to our Certificate of Incorporation, to decrease the number of authorized shares from 750,500,

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 3.1* Sixth Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc. 3.2* Seventh Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc. 3.3 Certificate of Correction to the Seventh Certificate of Amendment to the Certificate of Incorporation of Allarity Therapeutics, Inc . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Previously filed with the Company's Current Report on Form 8-K filed with the SEC on September 9, 2024. 4

SIGNATURES

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 hereunto duly authorized. Allarity Therapeutics, Inc. By: /s/ Thomas H. Jensen Thomas H. Jensen Chief Executive Officer Dated: September 9, 2024 5

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