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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 8, 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
Cambridge, MA |
|
02139 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(401) 426-4664
(Registrant’s telephone number, including
area code)
Not applicable
(Former name or former address, if changed since
last report)
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.
Explanatory Note
This Current Report on Form
8-K/A (this “Amendment No. 1”) amends the Current Report on Form 8-K filed by Allarity Therapeutics, Inc. (the “Company”)
with the Securities and Exchange Commission (the “SEC”) on August 12, 2022 (the “Original Form 8-K”), in which
the Company disclosed that it had received a written notification from its former independent registered public accounting firm, Marcum
LLP (“Former Accountant”) that its client-auditor relationship with the Company had ceased to be effective as of August 5,
2022. This Amendment No. 1 is being filed to (i) update certain information under Item 4.01, and (ii) file as an exhibit under Item 9.01(d)
of this Amendment No. 1 the letter regarding the change in certifying accountant received from the Former Accountant. This Amendment No.
1 should be read in conjunction with the Original Form 8-K and does not modify or update any disclosure made in the Original Form 8-K
unless otherwise amended in this Amendment No. 1.
Item 4.01 Changes in Registrant’s Certifying Accountant.
On August 12, 2022, the Company
filed a Form 8-K with the SEC disclosing that it had received written notification from its Former Accountant that its client-auditor
relationship with the Company had ceased to be effective as of August 5, 2022, and provided a copy of its Original Form 8-K to the Former
Accountant.
On August 23, 2022, the Former
Accountant furnished the Company with a letter (the “Accountant Letter”) addressed to the SEC stating whether the Former Accountant
agrees with the statements in the Original Form 8-K. A copy of the Accountant Letter is being filed as Exhibit 16.1 to this Form 8-K.
With regards to paragraph
five of the Accountant Letter as it relates to material weaknesses in its internal controls over financial reporting, the Company believes
that it has provided the information required under Item 304(a)(1)(v)(A).
With regards to paragraphs six
and seven of the Accountant Letter, the Company respectfully disagrees that there were events that occurred that rose to a level that
would have impaired independence, or that there was information, if further investigated, would require disclosure under Item 304(a)(1)(v)(C).
Prior to its resignation, the Former Accountant did not inform the Audit Committee of the information stated in paragraphs six and seven
and if they had done so, the Company believes that it would have addressed any issues the Former Accountant would have raised with the
Audit Committee to the satisfaction of the Former Accountant.
Item 9.01 Financial Statements
and Exhibits
(d) Exhibits
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/ Joan Brown |
| |
|
Joan Brown
Chief Financial Officer |
| |
|
|
| Dated: August 24, 2022 |
|
|
3
Exhibit 16.1
August 23, 2022
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by Allarity Therapeutics,
Inc. under Item 4.01 of its Form 8-K (“Item 4.01”) dated August 8, 2022, and have the following comments:
We agree with the statements concerning our Firm in the first paragraph
of Item 4.01.
We agree with the statements concerning our Firm in the
first and second sentences of the second paragraph of Item 4.01.
We agree with the statements made
in the third sentence of the second paragraph regarding the existence of material weaknesses in Allarity Therapeutics, Inc.’s internal
control over financial reporting; however, we disagree regarding the description of such material weaknesses. The material weaknesses
as disclosed in Allarity Therapeutics, Inc.’s Form 10-K for the year ended December 31, 2021, and Form 10-Q for the quarterly period
ended March 31, 2022 are as follows:
| i. | A lack of accounting resources required to fulfill US GAAP
and SEC reporting requirements; |
| ii. | A lack of comprehensive US GAAP accounting policies and financial
reporting procedures; |
| iii. | lack of adequate procedures and controls to appropriately
account for accounting transactions including liability and the valuation allowance on the deferred tax asset relating to the net operating
losses; and |
| iv. | A lack of segregation of duties given the size of the finance
and accounting team. |
We note the disclosure in Item 4.01
does not include any reference to our resignation because of the impairment of our independence.
We also note the disclosures made
in Item 4.01 omit a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K) under Item 304(a)(1)(v)(C) of Regulation
S-K, as information has come to our attention during the time period covered by Item 304(a)(1)(iv) of Regulation S-K, that if further
investigated may have caused our Firm to be unwilling to rely on management’s representations or be associated with the registrant’s
financial statements; however, due to the Firm’s resignation as a result of the impairment of our independence, we did not conduct
such further investigation.
Marcum llp
■ 1601 Market Street ■ 4th Floor ■ Philadelphia, Pennsylvania 19103
■ Phone 215.297.2100 ■ Fax 215.297.2101 ■
www.marcumllp.com
Securities and Exchange Commission
August 23, 2022
Page 2
We agree with the statements concerning our Firm in the third paragraph
of Item 4.01.
We are not in a position to agree or disagree with other statements
of Allarity Therapeutics, Inc. contained therein.
Very truly yours,
Marcum llp