Allarity Therapeutics, Inc DEFA14A, filed Sep 26, 2022
Allarity Therapeutics, Inc. (ALLR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12 |
ALLARITY THERAPEUTICS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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): September 23, 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)
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of New Directors
On September 23, 2022, the Board of Directors of Allarity Therapeutics, Inc. (the “Company”) increased the fixed number of authorized directors on the Board of Directors (the “Board”) from six (6) to seven (7). To fill the vacancy, the Board appointed the following individual as a director of the Company, effective as of October 1, 2022:
Class II Director: Jerry McLaughlin, whose term will expire at the Company’s second annual meeting of stockholders to be held after December 2021, or until his successor shall have been duly elected and qualified, or until his earlier death, resignation, or removal.
In connection with the appointment of Mr. McLaughlin to the Board, the Board has determined that Mr. McLaughlin qualifies as an independent director under the applicable rules of the NASDAQ listing standards and within the meaning of Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended. Concurrent upon his appointment as a director, Mr. McLaughlin will also be appointed to the Board’s Audit and Compensation Committees. Below is a summary of Mr. McLaughlin’s experience:
Jerry McLaughlin. Mr. McLaughlin has extensive experience serving as a senior executive and board member in the biopharmaceutical industry, including financings, mergers & acquisitions, licensing, product development, commercialization, lifecycle management, and operations. Mr. McLaughlin is currently the chief executive officer and board member of Life Biosciences LLC, a biotechnology company, since 2021. Previously, Mr. McLaughlin was the President and CEO for Neos Therapeutics, Inc., a commercial stage pharmaceutical company from 2018 to 2021. He also served as president and CEO of AgeneBio, Inc., a clinical-stage biopharmaceutical company developing therapies for neurological and psychiatric diseases from 2014 to 2018. Mr. McLaughlin holds a B.A. in Economics from Dickinson College and an MBA from the Villanova School of Business.
In connection with his appointment as a director, Mr. McLaughlin will enter into the Company’s standard form of indemnification agreement. Mr. McLaughlin was also concurrently appointed as a member of each of the Company’s Audit and Compensation committees. As compensation for Mr. McLaughlin’s services as an independent director, which is in accordance with the Company’s standard arrangements for non-employee directors, Mr. McLaughlin will receive an annual retainer fee of $50,000, payable in cash. In addition, he will be eligible to receive $7,500 for serving as a member of the Audit Committee and $5,000 for serving as a member of the Compensation Committee. In addition, the Board will also grant Mr. McLaughlin options to purchase 23,000 shares of common stock at an exercise equal to the closing price on September 30, 2022, subject to vesting of 1/36 per month over thirty-six (36) months following October 1, 2022 (the “Grant Date”). The expiration date for the options is five (5) years from the Grant Date.
Except as disclosed in this Current Report on Form 8-K, there are no arrangements or understandings with any other person pursuant to which Mr. McLaughlin was appointed as a director of the Company. There are also no family relationships between Mr. McLaughlin and any of the Company’s directors or executive officers. Except as disclosed in this Current Report on Form 8-K, Mr. McLaughlin has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the appointment of the new director is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 7.01 Regulation FD Disclosure
On September 26, 2022, the Company is providing an update to its Company overview presentation (the “Updated Presentation”). A copy of the Updated Presentation is being furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information reported under Item 7.01 in this Current Report on Form 8-K, and Exhibits 99.1 and 99.2 attached hereto are being “furnished” and shall 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 Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Exhibit Description | |
| 99.1 | Press Release dated September 26, 2022 | |
| 99.2 | Update to Company Overview Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 its behalf by the undersigned hereunto duly authorized.
| Allarity Therapeutics, Inc. | ||
| By: | /s/ James G. Cullem | |
| James G. Cullem | ||
| Chief Executive Officer | ||
| Dated: September 26, 2022 | ||
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