8-K - ALLR - Equibles

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): July 5, 2023

ALLARITY THERAPEUTICS, INC.

(Exact name of registrant as specified in our charter)

Delaware	001-41160	87-2147982
(State<br> or Other Jurisdiction<br><br> of Incorporation)	(Commission File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)
24 School Street, 2nd Floor,<br><br> <br>Boston, MA	02108
---	---
(Address<br> of Principal Executive Offices)	(Zip<br> Code)

(401)426-4664

(Registrant’s telephone number, including area code)

Notapplicable

(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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<br> 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 7.01 Regulation FD Disclosure.

On July 6, 2023, Allarity Therapeutics, Inc. (the “Company”) issued a press release announcing the pricing of a $11 million public offering. The closing of the offering is expected to occur on or about July 10, 2023, subject to the satisfaction of customary closing conditions. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. and is incorporated herein by reference.

Theinformation reported under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” andshall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the SecuritiesAct of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. This Current Report onForm 8-K will not be deemed an admission as to the materiality of any information contained herein.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Press Release dated July 6, 2023
104	Cover<br> Page Integrative 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/<br> James G. Cullem
		James<br> G. Cullem<br><br> <br>Chief<br> Executive Officer
Dated:<br> July 6, 2023

Exhibit 99.1

Allarity Therapeutics, Inc. Announces Pricingof $11 Million Public Offering

BOSTON, MA (July 6, 2023) — Allarity Therapeutics, Inc. (Nasdaq: ALLR) (“Allarity” or the “Company”), a clinical-stage pharmaceutical company developing novel oncology therapeutics together with drug-specific DRP® companion diagnostics for personalized cancer care, today announced the pricing of its “reasonable best efforts” public offering of 2,444,445 shares of common stock (or common stock equivalents in lieu thereof) and common warrants to purchase up to 2,444,445 shares of common stock at an effective combined price of $4.50 per share and common warrant for aggregate gross proceeds of approximately $11 million, before deducting placement agent fees and other offering expenses. The warrants will have an exercise price of $4.50 per share, will be exercisable immediately and will expire five years from the initial exercise date.

The closing of the offering is expected to occur on or about July 10, 2023, subject to the satisfaction of customary closing conditions. The Company intends to use a portion of the net proceeds of this offering to pay account payables and accrued liabilities outstanding, to make payments under certain license agreements, to pay off a certain outstanding promissory note, to conduct clinical trials, to redeem a portion of its Series A Convertible Preferred Stock and for working capital and general corporate purposes. In connection with the offering, the Company has agreed to reduce the exercise price of the outstanding warrants issued in the April 2023 offering to purchase up to 250,000 shares of common stock from $34.00 per share to $4.50 per share and extend the termination date from April 21, 2028 to July 10, 2028, effective upon the closing of this offering.

A.G.P./Alliance Global Partners is acting as sole placement agent for the offering.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-272469) previously filed with the Securities and Exchange Commission (SEC) which became effective on July 5, 2023. The offering is being made only by means of a prospectus forming part of the effective registration statement. Copies of the preliminary prospectus and, when available, copies of the final prospectus, relating to the offering may be obtained on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus relating to the offering may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Allarity Therapeutics

Allarity Therapeutics, Inc. (Nasdaq: ALLR) develops drugs for personalized treatment of cancer guided by its proprietary and highly validated companion diagnostic technology, the DRP® platform. The Company has a mature portfolio of three drug candidates: stenoparib, a PARP inhibitor in Phase 2 development for ovarian cancer; dovitinib, a pan-tyrosine kinase inhibitor previously developed through Phase 3 in renal cancer; and IXEMPRA® (Ixabepilone), a microtubule inhibitor approved in the U.S. and marketed by R-PHARM U.S. for the treatment of second-line metastatic breast cancer, and is currently in Phase 2 development in Europe for the same indication. Additionally, the Company has rights in two secondary assets: 2X-111, a liposomal formulation of doxorubicin for metastatic breast cancer and/or glioblastoma multiforme (GBM), which is the subject of discussions for a restructured out-license to Smerud Medical Research International AS; and LiPlaCis®, a liposomal formulation of cisplatin and its accompanying DRP®, being developed via a partnership with Chosa Oncology AB for late-stage metastatic breast cancer. The Company is headquartered in the United States and maintains an R&D facility in Hoersholm, Denmark. For more information, please visit the Company’s website at www.Allarity.com.

About the Drug Response Predictor – DRP ®^^CompanionDiagnostic

Allarity uses its drug specific DRP to select those patients who, by the genetic signature of their cancer, are found to have a high likelihood of responding to the specific drug. By screening patients before treatment, and only treating those patients with a sufficiently high DRP score, the therapeutic response rate can 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 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 in 37 out of 47 clinical studies that were examined (both retrospective and prospective), including ongoing, prospective Phase 2 trials of Stenoparib and IXEMPRA^®^. 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 peer reviewed literature.

Allarity Therapeutics, Inc.

Follow Allarity on Social Media

Facebook: https://www.facebook.com/AllarityTx

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

Twitter: https://twitter.com/allaritytx

Forward-Looking Statements

This press release contains “forward-lookingstatements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide Allarity’scurrent 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 notforward-looking. These forward-looking statements include, but are not limited to, statements related to the Company’s ability toregain compliance with the Nasdaq Listing Rule, use of proceeds from the offering, that the closing of offering will occur or will occuron the anticipated closing date, ability to raise capital, statements related to the expected availability capital to fund its anticipatedclinical trials, statements related to advancing dovitinib in combination with another therapeutic candidate or other approved drug, anystatements related to ongoing clinical trials for stenoparib as a monotherapy or in combination with another therapeutic candidate forthe treatment of advanced ovarian cancer, or ongoing clinical trials (in Europe) for IXEMPRA® for the treatment of metastatic breastcancer, and statements relating to the effectiveness of the Company’s DRP® companion diagnostics platform in predicting whethera particular patient is likely to respond to a specific drug. Any forward-looking statements in this press release are based on management’scurrent expectations of future events and are subject to multiple risks and uncertainties that could cause actual results to differ materiallyand adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are notlimited to, the risk that results of a clinical study do not necessarily predict final results and that one or more of the clinical outcomesmay materially change following more comprehensive reviews of the data, and as more patient data become available, the risk that resultsof a clinical study are subject to interpretation and additional analyses may be needed and/or may contradict such results, the receiptof regulatory approval for dovitinib or any of our other therapeutic candidates or, if approved, the successful commercialization of suchproducts, the risk of cessation or delay of any of the ongoing or planned clinical trials and/or our development of our product candidates,the risk that the results of previously conducted studies will not be repeated or observed in ongoing or future studies involving ourtherapeutic candidates, and the risk that the current COVID-19 pandemic will impact the Company’s current and future clinical trialsand the timing of the Company’s preclinical studies and other operations. For a discussion of other risks and uncertainties, andother 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 on file with the Securities and Exchange Commission,available at the Securities and Exchange Commission’s website at www.sec.gov, and as well as discussions of potential risks, uncertaintiesand other important factors in the Company’s subsequent filings with the Securities and Exchange Commission. All information inthis press release is as of the date of the release, and the Company undertakes no duty to update this information unless required bylaw.

Company Contact:

Thomas Jensen

Senior V.P. of Investor Relations

investorrelations@allarity.com

U.S. Media Contact:

Mike Beyer

Sam Brown, Inc.

+1 (312) 961-2502

mikebeyer@sambrown.com

EU Media Contact:

Thomas Pedersen

Carrotize PR & Communications

+45 6062 9390

tsp@carrotize.com

Allarity Therapeutics, Inc.