Allarity Therapeutics Reports Key Corporate Changes

TL;DR

Allarity Therapeutics filed an 8-K detailing director changes, officer appointments, and corporate amendments effective Sept 3rd.

AI Summary

Allarity Therapeutics, Inc. filed an 8-K on September 9, 2024, reporting on several key events that occurred on September 3, 2024. These include material modifications to security holder rights, the departure of directors or officers, the election of directors, the appointment of officers, and compensatory arrangements. The filing also covers amendments to the company's articles of incorporation or bylaws, changes in fiscal year, and the submission of matters to a vote of security holders, along with financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate governance and structural changes within Allarity Therapeutics, which could impact its strategic direction and investor relations.

Risk Assessment

Risk Level: medium — The filing indicates significant changes in corporate governance, including director and officer changes, which can introduce uncertainty.

Key Players & Entities

• Allarity Therapeutics, Inc. (company) — Registrant
• September 3, 2024 (date) — Earliest event reported
• September 9, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ALLR The Nasdaq Stock Mar

Filing Documents

• ea0213202-8k_allarity.htm (8-K) — 51KB
• ea021320201ex3-1_allarity.htm (EX-3.1) — 9KB
• ea021320201ex3-2_allarity.htm (EX-3.2) — 11KB
• 0001213900-24-076728.txt ( ) — 254KB
• allr-20240903.xsd (EX-101.SCH) — 3KB
• allr-20240903_lab.xml (EX-101.LAB) — 33KB
• allr-20240903_pre.xml (EX-101.PRE) — 22KB
• ea0213202-8k_allarity_htm.xml (XML) — 4KB

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 Allarity Therapeutics, Inc., a Delaware corporation (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 with the Secretary of State of the State of Delaware to effect a 1-for-30 reverse stock split of the shares of the Common Stock, effective as of 9:30 a.m. (Eastern Time) 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, at a ratio between 1-for-5 and 1-for-30 (the "Ran

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. 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 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 4

View Full Filing

View this 8-K filing on SEC EDGAR