Allarity Therapeutics, Inc 8-K, filed Dec 23, 2025
Allarity Therapeutics, Inc. (ALLR)
About this 8-K
Allarity Therapeutics, Inc filed this 8-K on December 23, 2025.
Items reported
- Item 3.02: Unregistered sale of equity
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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.
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SIGNATURE
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. | ||
| Date: December 23, 2025 | By: | /s/ Thomas H. Jensen |
| Thomas H. Jensen | ||
| Chief Executive Officer | ||
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