UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 2022
ALLARITY THERAPEUTICS, INC.
(Exact name of registrant as specified in our charter)
| Delaware | 001-41160 | 87-2147982 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 210 Broadway, Suite 201 |
02139 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(401) 426-4664
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | ALLR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On June 6, 2022, Allarity Therapeutics, Inc. (the “Company”) and 3i, LP, holder of Series A Preferred Stock and Warrant of the Company (“3i”), entered into that certain First Amendment to the Forbearance Agreement and Waiver (the “Amendment”) to extend the forbearance period date under subsection 5 of Section 2 of the Forbearance Agreement and Waiver dated April 27, 2022 (the “Original Agreement”) from June 4, 2022 to June 20, 2022. In addition, the parties agreed that the forbearance period of June 20, 2022 may also be extended for an additional fifteen (15) days to July 5, 2022, provided that, on June 20, 2022 the Company will remove the restrictive legend on 441,005 shares of common stock of the Company issued in connection with the conversion of certain shares of Series A Preferred Stock (“Conversion Shares”) by 3i pursuant to the conversion notice dated May 2, 2022, and 3i is able to sell the Conversion Shares free of restrictions (including volume restrictions) pursuant to SEC Rule 144(b)(1)(i) (the “Legend Removal”).
The Original Agreement was entered into by the Company and 3i as a result of a delay under the Registration Rights Agreement dated May 20, 2021. Under the Original Agreement, in exchange for certain consideration, 3i agreed to forbear exercising any rights or remedies that it may have had under the Certificate of Designations for the Series A Preferred Stock (the “COD”) in connection with certain Triggering Events (as described therein) until the earlier to occur of (i) the date immediately prior to the date of occurrence of a Bankruptcy Triggering Event, (ii) the date of occurrence of any other Triggering Event under Section 5(a) of the COD (excluding any Triggering Event arising solely as a result of Section 5(a)(ii) of the COD and Section 4(c)(ii) of the Warrant), (iii) the time of any breach by the Company under the Forbearance Agreement and Waiver, (iv) the Resale Availability Date as defined therein and (v) June 4, 2022 (such period, the “Original Forbearance Period”). As a result of the Amendment, the June 4, 2022 date has been amended to June 20, 2022, with the option to extend to July 5, 2022 subject to the Legend Removal.
A copy of the Original Agreement was filed as Exhibit 10.1 to the Current Report on Form 8-K previously filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2022. The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Exhibit Description | |
| 10.1 | First Amendment to Forbearance Agreement and Waiver | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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. | ||
| By: | /s/ Steve Carchedi | |
| Steve Carchedi | ||
| Chief Executive Officer | ||
| Dated: June 10, 2022 | ||
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Exhibit 10.1
FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND WAIVER
This First Amendment to Forbearance Agreement and Waiver (the “Amendment”), dated June 6, 2022, is by and between Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), and 3i, LP, a Delaware limited partnership (the “Investor”) and amends the Forbearance Agreement and Waiver dated April 27, 2022 (the “Agreement”). In this Amendment, the Company and the Investor may each be referred to individually as a “Party” and collectively as the “Parties.” Unless otherwise defined in this Amendment, capitalized terms have the same meaning as defined in the Agreement, the Company’s Certificate of Designations (“COD”) for the Company’s Series A Preferred Stock, or the Securities Purchase Agreement (“SPA”) and Registration Rights Agreement (“RRA”) each executed by the Parties on May 20, 2021, as amended.
RECITALS
| A. | Prior to the date of this Amendment, the Parties entered into the Agreement relating to the occurrence of a Triggering Event under Section 5(a)(ii) of the COD that occurred on April 29, 2022. |
| B. | A post-effective amendment to the registration statement on Form S-1 registering the resale of the Conversion Shares and the Warrant Shares (the “Registration Statement”) was filed with the SEC on June 3, 2022, and has not yet been declared effective.. |
| C. | In order to provide more time for the SEC to complete its review of the Registration Statement, if applicable, and to have the Registration Statement declared effective, the Parties desire to amend the Agreement as set forth in this Amendment. . |
NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge, the Parties agree as follows:
1. Section 2 of the Agreement is amended and restated in its entirety as follows:
2. Forbearance of Triggering Events under the COD. After the Company has paid the initial Forbearance Payments as set forth in, and in accordance with, Section 1 of this Agreement, until the earlier to occur of (i) the date immediately prior to the date of occurrence of a Bankruptcy Triggering Event, (ii) the date of occurrence of any other Triggering Event under Section 5(a) of the COD (excluding any Triggering Event arising solely as a result of Section 5(a)(ii) of the COD and Section 4(c)(ii) of the Warrant), (iii) the time of any breach by the Company pursuant to this Agreement, (iv) the Resale Availability Date and (v) June 20, 2022(such period, the “Forbearance Period”), the Investor agrees to forbear exercising any rights or remedies that it may have under the COD that arises as a result of a Triggering Event under Section 5(a)(ii) of the COD and Section 4(c)(ii) of the Warrant. The Parties further agree that the Forbearance Period under subsection (v) of this this Section 2 may be extended an additional fifteen (15) days to July 5, 2022, provided that, on June 20, 2022 the Company shall remove the restrictive legend on 441,005 Conversion Shares issued to Investor pursuant to the Conversion Notice dated May 2, 2022, and the Investor is able to sell the Conversion Shares free of restrictions (including volume restrictions) pursuant to SEC Rule 144(b)(1)(i).
4853-4269-9300. 1
2. Ratification. Except as specifically provided in this Amendment, all other terms and conditions of the, Agreement, COD, SPA and RRA remain in full force and effect.
IN WITNESS WHEREOF, each of the Parties have caused their respective signature page to this Amendment to be duly executed as of the date first written above.
| COMPANY | |
|
Allarity Therapeutics, Inc a Delaware corporation
| |
| /s/ Steve Carchedi | |
| By: Steve Carchedi, CEO | |
| INVESTOR | |
|
3i, LP a Delaware limited partnership
| |
| /s/ Maier J. Tarlow | |
| By: Maier J. Tarlow | |
| Manager of the General Partner | |
4853-4269-9300. 2