8-K

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 OR 15(d) of

the Securities ExchangeAct of 1934

Date of Report (Date of

earliest event reported): December 8, 2023

ALLARITY THERAPEUTICS, INC.

(Exact name of registrant as specified in our charter)

(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):

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directorsor Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 8, 2023, Mr. James Cullem was terminated as Chief Executive Officer of Allarity Therapeutics, Inc. (the “Company”) and all other positions with the Company and its subsidiaries.

On December 8, 2023, Mr. Thomas Jensen, age 45, was appointed by the Company’s Board of Directors as Chief Executive Officer. Since July 2022, Mr. Jensen has served as Senior Vice President, Investor Relations and was previously the Company’s Senior Vice President, Information Technology since July 2021. Mr. Jensen has also served as Senior Vice President, Information Technology of Allarity Therapeutics A/S, the Company’s predecessor, since June 2020. Mr. Jensen previously served as the Chief Technology Officer of the Company’s predecessor from 2004 to June 2020. Mr. Jensen co-founded Allarity Therapeutics A/S in 2004. Mr. Jensen also established and currently leads our laboratories in Denmark. Mr. Jensen is a current member of the Company’s Board of Directors.

There is no family relationship between Mr. Jensen and any director or executive officer of the Company.

Prior to appointment as Chief Executive Officer, Mr. Jensen was paid consulting fees for his services to the Company. At this time, Mr. Jensen and the Company have not entered into any material plan, contract or arrangement related to his appointment.

Item 8.01 Other Events.

On November 21, 2023, the Company’s audit committee entered into a two month consulting agreement with Mr. Jeremy R. Graff, Ph.D. Dr. Graff has been in the Biotech/ Pharma industry for more than 25 years, garnering deep experience and expertise in the preclinical and clinical development of targeted, small and large molecule therapeutics as well as novel immunotherapeutics. His 16+ years of Big Pharma experience included numerous leadership roles of increasing responsibility. He also served as a key scientific advisor for Lilly Bioventures and the $6.5B acquisition of Imclone systems. He and his research groups have been responsible for delivering numerous novel therapeutics to, and through, the clinic- most notably Lilly’s Verzenio (a CDK4/6 inhibitor for breast cancer).

Pursuant to his consulting agreement, Dr. Graff will provide consulting and advisory services on Company’s research and development programs in the field of small molecule inhibitors and their use in the treatment of cancer.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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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.

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