Allarity Therapeutics Files 8-K: Material Agreements & Security Holder Changes

TL;DR

Allarity filed an 8-K for a material agreement and changes to security holder rights. Details TBD.

AI Summary

Allarity Therapeutics, Inc. announced on August 19, 2024, that it entered into a material definitive agreement. The company also reported on material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. Specific details regarding the agreement and its impact on security holders were not provided in this filing.

Why It Matters

This filing indicates significant corporate actions by Allarity Therapeutics, potentially impacting its financial structure, governance, or strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions, including a material definitive agreement and changes to security holder rights, which could introduce uncertainty or impact the company's financial standing.

Key Players & Entities

• Allarity Therapeutics, Inc. (company) — Registrant
• August 19, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 24 School Street, 2nd Floor, Boston, MA 02108 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ALLR The Nasdaq Stock Mar
• $90 — red Stock"), at a net purchase price of $90 per share, for gross proceeds of approx
• $3.15 million — re, for gross proceeds of approximately $3.15 million in the aggregate for the Offering, befo
• $0 — 90 per share by the conversion price of $0.17, at the option of the holders. The c
• $189,000 — t agent, an aggregate cash fee equal to $189,000. The Purchase Agreement contains custo
• $1,250,000 — d to pay a one-time payment to Eisai of $1,250,000 (the "Extension Payment") as follows: (
• $400,000 — he "Extension Payment") as follows: (i) $400,000, (ii) $425,000 within 10 days from Augu
• $425,000 — ayment") as follows: (i) $400,000, (ii) $425,000 within 10 days from August 19, 2024 and

Filing Documents

• ea0211953-8k_allarity.htm (8-K) — 41KB
• ea021195301ex3-1_allarity.htm (EX-3.1) — 114KB
• ea021195301ex10-1_allarity.htm (EX-10.1) — 240KB
• ea021195301ex10-2_allarity.htm (EX-10.2) — 105KB
• ea021195301ex10-3_allarity.htm (EX-10.3) — 24KB
• 0001213900-24-071499.txt ( ) — 815KB
• allr-20240819.xsd (EX-101.SCH) — 3KB
• allr-20240819_lab.xml (EX-101.LAB) — 33KB
• allr-20240819_pre.xml (EX-101.PRE) — 22KB
• ea0211953-8k_allarity_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Series A Convertible Redeemable Preferred Stock Offering On August 19, 2024 (the "Closing Date"), Allarity Therapeutics, Inc., a Delaware corporation (the "Company" or "Allarity"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain purchasers (the "Purchasers"), pursuant to which the Company issued and sold, in a private placement (the "Offering"), 35,000 shares of the Company's Series A Convertible Redeemable Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), at a net purchase price of $90 per share, for gross proceeds of approximately $3.15 million in the aggregate for the Offering, before the deduction of discounts, fees and offering expenses. On the Closing Date, the Company filed a certificate of designation (the "Certificate of Designation") with the Secretary of the purposes of determining the presence of a quorum at any meeting of the stockholders of the Company at which the Preferred Stock are entitled to vote and the voting power of the Preferred Stock, each holder of the Preferred Stock shall be entitled to a number of votes equal to shares of the Company's common stock, $0.0001 per share (the "Common Stock") into which such Preferred Stock are then convertible, disregarding, for such purposes, any limitations on conversion. The Preferred Stock shall be entitled to vote on each matter submitted to a vote of the stockholders generally and shall vote together with the Common Stock and any other class or series of capital stock entitled to vote thereon as a single class and on an as converted to the Common Stock basis. The Company plans to hold an annual meeting of stockholders to consider an amendment (the "Amendment") to the Company's Certificate of Incorporation, as amended, to effect a reverse stock split of t

03 Material Modification to Rights of

Item 3.03 Material Modification to Rights of Security Holders. See the description set forth under "Item 1.01. Entry into a Material Definitive Agreement – Series A Convertible Redeemable Preferred Stock Offering," which is incorporated into this Item 3.03 by reference. 2

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On the Closing Date, the Company's Board of Directors designated the Preferred Stock in connection with the Offering. See the description set forth under "Item 1.01. Entry into a Material Definitive Agreement – Series A Convertible Redeemable Preferred Stock Offering," for a more complete description of the rights and preferences of the Preferred Stock.

01 Other Events

Item 8.01 Other Events. On August 15, 2024, The Nasdaq Hearings Panel approved the Company's request to maintain its listing on The Nasdaq Stock Market. This approval is contingent upon the Company obtaining shareholder approval for a reverse split by September 6, 2024. The reverse split must be at a ratio sufficient to meet the bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2).

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Exhibit Description 3.1 Form of Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Redeemable Preferred Stock 10.1 Form of Securities Purchase Agreement between the Company and the investors thereto, dated August 19, 2024 10.2 Form of Registration Rights Agreement by and among the Company and the investors named therein, dated August 19, 2024 10.3 Sixth Amendment to Exclusive License Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned hereunto duly authorized. Allarity Therapeutics, Inc. Date: August 21, 2024 By: /s/ Thomas H. Jensen Thomas H. Jensen Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR