Allarity Therapeutics Merges with Egetis, Renamed Egetis Therapeutics
Ticker: ALLR · Form: 8-K · Filed: Apr 4, 2024 · CIK: 1860657
Sentiment: neutral
Topics: merger, name-change, reorganization
Related Tickers: EGET
TL;DR
Allarity is now Egetis Therapeutics AB, trading on Nasdaq Stockholm under EGET after merger.
AI Summary
On April 1, 2024, Allarity Therapeutics, Inc. filed an 8-K report detailing several key events. The company announced the closing of its previously disclosed merger with Egetis Therapeutics AB, effective April 1, 2024. This merger resulted in the combined entity being renamed Egetis Therapeutics AB, with its shares expected to commence trading on the Nasdaq Stockholm under the ticker symbol 'EGET'.
Why It Matters
This merger signifies a significant strategic shift for Allarity, creating a new entity focused on rare disease therapeutics with potential for future growth and market presence.
Risk Assessment
Risk Level: medium — Mergers and name changes can introduce integration risks and market reception uncertainties for the new entity.
Key Players & Entities
- Allarity Therapeutics, Inc. (company) — Registrant
- Egetis Therapeutics AB (company) — Merging entity and new combined company name
- April 1, 2024 (date) — Effective date of merger and name change
- Nasdaq Stockholm (company) — Exchange where new entity's shares will trade
- EGET (ticker) — Ticker symbol for the combined entity
FAQ
What was the effective date of the merger between Allarity Therapeutics and Egetis Therapeutics?
The merger was effective as of April 1, 2024.
What is the new name of the combined company after the merger?
The combined company has been renamed Egetis Therapeutics AB.
On which stock exchange will the shares of the combined entity trade?
The shares are expected to commence trading on the Nasdaq Stockholm.
What is the ticker symbol for the combined entity on Nasdaq Stockholm?
The ticker symbol is expected to be 'EGET'.
What is the primary focus of the newly combined Egetis Therapeutics AB?
The filing implies a focus on rare disease therapeutics, as Egetis Therapeutics AB is described as a 'rare disease focused biopharmaceutical company'.
Filing Stats: 1,287 words · 5 min read · ~4 pages · Grade level 11.7 · Accepted 2024-04-04 17:01:49
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share ALLR The Nasdaq Stock Mar
Filing Documents
- ea0203322-8k_allarity.htm (8-K) — 37KB
- ea0203322ex3-1_allarity.htm (EX-1.1) — 10KB
- 0001213900-24-030473.txt ( ) — 229KB
- allr-20240401.xsd (EX-101.SCH) — 3KB
- allr-20240401_lab.xml (EX-101.LAB) — 34KB
- allr-20240401_pre.xml (EX-101.PRE) — 22KB
- ea0203322-8k_allarity_htm.xml (XML) — 4KB
03 Material Modifications
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.
03 Amendment to Articles of Incorporation
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 4, 2024, Allarity Therapeutics, Inc., a Delaware corporation (the "Company") filed a Fifth Certificate of Amendment to Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of Delaware to effect a 1-for-20 reverse stock split of the shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), effective as of 9:30 a.m. (Eastern Time) on April 9, 2024 (the "Reverse Stock Split"). At a special meeting of the Company's stockholders held on April 1, 2024 (the "Special Meeting"), the Company's stockholders approved a proposal to amend its Certificate of Incorporation, as amended to date (the "Charter"), at the discretion of the Company's Board of Directors (the "Board") to effect a reverse stock split of the Company's issued and outstanding common stock, at a ratio between 1-for-5 and 1-for-20 (the "Range"), with the ratio within such Range to be determined at the discretion of the Board and included in a public announcement. Upon receipt of the stockholder approval, the Board was granted the discretion to effect a reverse stock split of the Common Stock through the filing of the Certificate of Amendment, at a ratio of not less than 1-for-5 and not more than 1-for-20, with such ratio to be determined by the Board. Following such stockholder approval at the conclusion of the Special Meeting, the Board determined a ratio of 1-for-20 for the Reverse Stock Split. As a result of the Reverse Stock Split, every 20 shares of issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be rounded up to the next whole number. The number of authorized share
07 Submission of Matters to a Vote of Security
Item 5.07 Submission of Matters to a Vote of Security Holders. At the Special Meeting, three (3) 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 Securities and Exchange Commission (the "SEC") on March 8, 2024 (the "Proxy Statement"). As of the close of business on February 21, 2024, holders of the Company's Common Stock and Series A 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 Reverse Stock Split Proposal (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 approve an amendment to the Allarity Therapeutics, Inc. 2021 Equity Incentive Plan, a copy of such amended and restated plan is included as Appendix A to the Proxy Statement (the "2021 Plan"), to increase the aggregate number of shares of Common Stock authorized for issuance by 1,000,000 shares (the "Amendment to the 2021 Plan Proposal"). Votes For Votes Against Abstentions Broker Non-Votes 3,898,165 294,784 1,917 1,537,390 Proposal 2 : To approve an amendment to the Allarity Therapeutics, Inc. Certificate of Incorporation, as amended (the "Charter Amendment"), in substantially the form attached to the Proxy Statement as Appendix B, to, at the discretion of the Board of Directors of the Company (the "Board"), effect a reverse stock split with respect to the Company's issued and outstanding Common Stock, par value $0.0001 per share, at a ratio between 1-for-5 and 1-for-20 (the "Range"), with the ratio within such Range to be determined at the discretion of t
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Fifth Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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: April 4, 2024 3