UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Senior Convertible Notes
On February 27, 2024, Allarity Therapeutics, Inc., a Delaware corporation (“we,” “our,” or the “Company”) and 3i, LP, a Delaware limited partnership, (the “Holder” and together with us, the “Parties”) entered into an Amendment to Senior Convertible Notes (the “Amendment”) to two senior convertible notes dated as of January 18, 2024 and February 13, 2024 (each a “Note” and collectively the “Notes”).
The Parties amended Section 4(c)(vi) of the Notes to clarify that the Holder cannot convert, nor can we issue our shares of common stock, if such issuance would necessitate stockholder approval by our trading market or exceed 19.9% of the shares of common stock. Except as so amended, all of the terms relating to the Notes continue in full force and effect.
The description of the Amendment is qualified in its entirety by the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1, and which is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On March 1, 2024, we provided updated corporate presentation slides about the Company (the “Corporate Presentation”) on the Company’s website. The Corporate Presentation may be used in presentations to investors, analysts and others. A copy of the Corporate Presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information reported under Item 7.01 in this Current Report on Form 8-K, and Exhibit 99.1 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.
| Exhibit Number |
Exhibit Description | |
| 10.1 | Amendment Senior Convertible Notes | |
| 99.1 | Company presentation slides | |
| 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 our behalf by the undersigned hereunto duly authorized.
| Allarity Therapeutics, Inc. |
| Date: March 1, 2024 | By: | /s/ Thomas Jensen |
| Thomas Jensen | ||
| Chief Executive Officer |
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