0001213900-21-067034.txt : 20211222
0001213900-21-067034.hdr.sgml : 20211222
20211222163416
ACCESSION NUMBER: 0001213900-21-067034
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211220
FILED AS OF DATE: 20211222
DATE AS OF CHANGE: 20211222
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Carchedi Steve
CENTRAL INDEX KEY: 0001579650
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41160
FILM NUMBER: 211513699
MAIL ADDRESS:
STREET 1: 210 BROADWAY, STE 201
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Allarity Therapeutics, Inc.
CENTRAL INDEX KEY: 0001860657
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 210 BROADWAY
STREET 2: SUITE 201
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
BUSINESS PHONE: 401-426-4664
MAIL ADDRESS:
STREET 1: 210 BROADWAY
STREET 2: SUITE 201
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
3
1
ownership.xml
X0206
3
2021-12-20
0
0001860657
Allarity Therapeutics, Inc.
ALLR
0001579650
Carchedi Steve
C/O ALLARITY THERAPEUTICS, INC.
210 BROADWAY, SUITE 201
CAMBRIDGE,
MA
02139
1
1
0
0
Chief Executive Officer
Stock Options
12.02
2029-09-27
Common Stock
70477
D
Stock Options
8.70
2026-11-23
Common Stock
156025
D
Stock Options
5.16
2026-11-23
Common Stock
252555
D
On December 20, 2021 (the "Closing Date"), Allarity Therapeutics, Inc., a Delaware corporation (the "Issuer") completed the recapitalization share exchange (the "Closing") pursuant to which the Issuer's wholly owned Delaware subsidiary acquired the asset and assumed the liability of assumption of Allarity Therapeutics A/S ("Allarity A/S") in exchange for the Common Stock of the Issuer ("Recapitalization Share Exchange") as described in the Issuer's Registration Statement on Form S-4 (File No. 333-258968 )(the "Registration Statement"). As a result of the Closing, holders of each outstanding ordinary share of Allarity A/S has a right to 0.02 shares of Issuer's Common Stock for each Allarity A/S ordinary share issued and outstanding (the "Exchange Ratio") to the holder.
The Reporting Person was originally granted compensatory warrants ("Compensatory Option") by Allarity A/S conferring a right to purchase ordinary shares of Allarity A/S (the "Options"). Upon the Closing, each Compensatory Option converted into an option to purchase a number of shares of Common Stock of Issuer equal to the product (rounded down to the nearest whole number) of (a) the number of ordinary shares of Allarity A/S subject to such Compensatory Option immediately prior to the effective time multiplied by (b) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such Compensatory Warrant immediately prior to the effective time divided by (ii) the Exchange Ratio and converted into U.S. dollars, as further described in the Registration Statement. The exercise price in dollars is based on the exchange rate of 1 USD = 9.15354 SEK which was the exchange rate reported on December 20, 2021 the date of Closing. The exercise price and the number of shares of common stock underlying the stock option reflects the Exchange Ratio adjustment made in connection with the Closing.
The stock option vested with respect to 25% of the shares on July 7, 2021, with 75% vesting 1/36 per month monthly thereafter, subject to the Reporting Person's continued service as of each vesting date.
/s/ Steve Carchedi
2021-12-22