Allarity Therapeutics Reports Unregistered Equity Sales

TL;DR

Allarity sold unregistered shares, details TBD.

AI Summary

Allarity Therapeutics, Inc. filed an 8-K on December 23, 2025, reporting unregistered sales of equity securities. The filing does not specify the number of shares sold or the price per share, but it indicates a transaction occurred under the company's charter.

Why It Matters

This filing indicates that Allarity Therapeutics has engaged in private equity transactions, which could impact share dilution and ownership structure.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes signal financial distress or a need for capital, and the lack of specific details in this initial report warrants caution.

Key Players & Entities

• Allarity Therapeutics, Inc. (company) — Registrant
• December 23, 2025 (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
• $2.5 million — ting in gross proceeds of approximately $2.5 million. The additional closing of the Private
• $0.98 — es") of the Company's Common Stock, for $0.98 per Share, representing the Minimum Pri
• $250,000, b — roceeds to the Company of approximately $250,000, before deducting fees and expenses. The C

Filing Documents

• ea0270724-8k_allarity.htm (8-K) — 25KB
• 0001213900-25-124935.txt ( ) — 186KB
• allr-20251223.xsd (EX-101.SCH) — 3KB
• allr-20251223_lab.xml (EX-101.LAB) — 33KB
• allr-20251223_pre.xml (EX-101.PRE) — 22KB
• ea0270724-8k_allarity_htm.xml (XML) — 3KB

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. As previously disclosed, on September 22, 2025, Allarity Therapeutics, Inc. (the "Company") entered into a Securities Purchase Agreement, dated September 22, 2025 (the "Purchase Agreement") with a certain accredited investor named therein (the "Investor"), pursuant to which the Company sold 1,562,500 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") and/or Pre-Funded Warrants to the Investor, in a private placement transaction (the "Private Placement") resulting in gross proceeds of approximately $2.5 million. The additional closing of the Private Placement occurred on December 23, 2025 (the "Additional Closing"), subject to customary closing conditions. At the Additional Closing, the Company agreed to issue and sell 255,103 shares (the "Additional Shares") of the Company's Common Stock, for $0.98 per Share, representing the Minimum Price under Nasdaq Rule 5635(d), for gross proceeds to the Company of approximately $250,000, before deducting fees and expenses. The Company intends to use the net proceeds from the sale of the Additional Shares for general corporate purposes and working capital. The Additional Shares described above under this Item 3.02 have not been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws. The Company is relying on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof. Each of the Investor's provided representations appropriate for a private placement of the Additional Shares. Restrictive legends will be affixed to the securities issued in the Private Placement. This Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company. 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to

View Full Filing

View this 8-K filing on SEC EDGAR