Allarity Therapeutics, Inc. (Form: 8-K, Received: 05/21/2024 08:16:07)

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): May 17, 2024

ALLARITY THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41160		87-2147982
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

24 School Street, 2^ndFloor, Boston, MA		02108
(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:

☐	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.

As previously reported in our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2024, on March 19, 2024, Allarity Therapeutics, Inc. (the “Company”), entered into an At-The-Market Issuance Sales Agreement (the “Agreement”) with Ascendiant Capital Markets, LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time, through the Agent, shares (the “Placement Shares”) of the Company’s common stock.

On May 17, 2024, the parties to the Agreement entered into a First Comprehensive Amendment to the Agreement (the “Amendment”). The amount of the Placement Shares that may be sold under and pursuant to the terms of the Amendment was increased to $30 million.

The foregoing descriptions of the Amendment are qualified in their entirety by reference to the full text of such Amendment, a copy of which is attached hereto as Exhibits 10.1, and is incorporated herein in its entirety by reference.

Item 7.01 Regulation FD Disclosure.

On May 20, 2024, the Company, issued a press release announcing that it had received formal written notice from The Nasdaq Stock Market, LLC, confirming that the Company has regained compliance with the minimum stockholders’ equity requirement as set forth in Listing Rule 5550(b)(1).

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		First Comprehensive Amendment to At-The-Market Issuance Sales Agreement, dated May 17, 2024
99.1		Press Release, dated May 20, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 21, 2024

Exhibit 10.1

First Comprehensive Amendment

At-The-Market Issuance Sales Agreement

This First Comprehensive Amendment to At-The-Market Issuance Sales Agreement (this “Amendment”) is entered into on May 17, 2024 (the “Effective Date”) by and between Ascendiant Capital Markets, LLC (the “Agent”), and Allarity Therapeutics, Inc., a Delaware corporation (the “Company”). Defined terms used herein have the definitions assigned to them in the At-The-Market Issuance Sales Agreement between the parties dated March 19, 2024 (the “Sales Agreement”). Unless specifically amended or modified herein, the other terms of the Sales Agreement remain in full force and effect, not amended or modified, as of the date hereof.

1. The parties have entered into several verbal amendments to the Sales Agreement, each resulting in increases in the amount of Placement Shares that may be sold thereunder. The parties desire to comprehensively document the amendments as set forth herein.

2. The amount of Placement Shares that may be sold under and pursuant to the terms of the Sales Agreement is increased to $30,000,000.

3. Other than as set forth herein, the terms and conditions of the Sales Agreement shall remain in full force and effect.

If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter will constitute a binding agreement between the Company and the Agent.

	Very truly yours,

	ALLARITY THERAPEUTICS, INC.

	By:	/s/ Thomas H. Jensen
	Name:	Thomas H. Jensen
	Title:	Chief Executive Officer

ACCEPTED as of the date first-above written:

	ASCENDIANT CAPITAL MARKETS, LLC

	By:	/s/ Bradley J. Wilhite
	Name:	Bradley J. Wilhite
	Title:	Managing Partner

Exhibit 99.1

Allarity Therapeutics Regains Compliance with Nasdaq’s Minimum Stockholders’ Equity Requirement

Boston (May 20, 2024)—Allarity Therapeutics, Inc. (“Allarity” or the “Company”) (NASDAQ: ALLR), a Phase 2 clinical-stage pharmaceutical company dedicated to developing personalized cancer treatments, today announced that it has received formal written notice from The Nasdaq Stock Market, LLC’s Office of General Counsel (“Nasdaq”) that the Company has regained compliance with the minimum stockholders’ equity requirement as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”).

This confirmation follows the Company’s successful efforts to cut operation costs and improve its balance sheet, including raising new equity and reducing outstanding liabilities. As a result, Allarity Therapeutics now meets the stockholders’ equity requirement of at least $2.5 million.

Thomas Jensen, CEO of Allarity Therapeutics, stated, “We are very pleased to announce that Allarity has regained compliance with Nasdaq’s equity requirement. During our panel hearing with Nasdaq in February this year, we presented a strategic plan to achieve this goal, and I am satisfied to note that we have successfully delivered on our commitments and received formal confirmation from Nasdaq. This allows us to continue focusing on our mission to advance our lead asset, stenoparib, toward regulatory approval with the aim of bringing this promising therapy to patients in need of new treatment options for advanced ovarian cancer.”

As part of the compliance confirmation, Allarity Therapeutics will be subject to a mandatory panel monitor for one year.

As announced in an earlier press release, the Company intends to provide a more comprehensive clinical update in the near future to share more details on the progress made following the early conclusion of its Company’s Drug Response Predictor (DRP^®) guided Phase 2 trial of stenoparib in advanced, recurrent ovarian cancer.

About the Drug Response Predictor – DRP^® Companion Diagnostic

Allarity uses its drug-specific DRP^® to select those patients who, by the gene expression signature of their cancer, are found to have a high likelihood of benefiting from a specific drug. By screening patients before treatment, and only treating those patients with a sufficiently high, drug-specific DRP score, the therapeutic benefit rate may be significantly increased. The DRP method builds on the comparison of sensitive vs. resistant human cancer cell lines, including transcriptomic information from cell lines combined with clinical tumor biology filters and prior clinical trial outcomes. DRP is based on messenger RNA expression profiles from patient biopsies. The DRP^® platform has proven its ability to provide a statistically significant prediction of the clinical outcome from drug treatment in cancer patients dozens of clinical studies (both retrospective and prospective). The DRP platform, which can be used in all cancer types and is patented for more than 70 anti-cancer drugs, has been extensively published in the peer-reviewed literature.

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About Allarity Therapeutics

Allarity Therapeutics, Inc. (NASDAQ: ALLR) is a clinical-stage biopharmaceutical company dedicated to developing personalized cancer treatments. The Company is focused on development of stenoparib, a novel PARP/Tankyrase inhibitor for advanced ovarian cancer patients, using its DRP^® companion diagnostic for patient selection in the ongoing phase 2 clinical trial, NCT03878849. Allarity is headquartered in the U.S., with a research facility in Denmark, and is committed to addressing significant unmet medical needs in cancer treatment. For more information, visit www.allarity.com.

Follow Allarity on Social Media

LinkedIn: https://www.linkedin.com/company/allaritytx/

X: https://twitter.com/allaritytx

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide the Company’s current expectations or forecasts of future events. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, the impact of recent financial and operational achievements on future quarterly performance, potential future financings, and the anticipated regulatory progress of stenoparib following the early conclusion of our Phase 2 clinical trial. Any forward-looking statements in this press release are based on management’s current expectations of future events and are subject to multiple risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to the risks associated with maintaining compliance with Nasdaq’s continued listing requirements, obtaining regulatory approval for stenoparib, and potential market fluctuations that could impact our financial stability and the drug’s market entry. For a discussion of other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in our Form S-1 registration statement filed on April 17, 2024, and our Form 10-K annual report on file with the Securities and Exchange Commission (the “SEC”), available at the SEC’s website at www.sec.gov, and as well as discussions of potential risks, uncertainties and other important factors in the Company’s subsequent filings with the SEC. All information in this press release is as of the date of the release, and the Company undertakes no duty to update this information unless required by law.

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Company Contact:

investorrelations@allarity.com

Media Contact:

Thomas Pedersen
Carrotize PR & Communications
+45 6062 9390
tsp@carrotize.com

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