S-1/A 1 ea152349-s1a3_allaritytherap.htm AMENDMENT NO. 3 TO FORM S-1

As filed with the U.S. Securities and Exchange Commission on December 14, 2021.

Registration No. 333-259484

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Allarity Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		2834		87-2147982
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

210 Broadway, Suite 201
Cambridge, MA 02139
Telephone: (401) 426-4664
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Steve Carchedi
c/o Allarity Therapeutics, Inc.
210 Broadway, Suite 201
Cambridge, MA 02139
Telephone: (401) 426-4664
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Scott E. Bartel
Lewis Brisbois Bisgaard & Smith LLP
633 West 5^th Street, Suite 4000
Los Angeles, CA 90071
(213) 358-6174

Michael A. Adelstein

Kelley Drye & Warren LLP

3 World Trade Center

175 Greenwich Street

New York, NY 10007

(212) 808-7540

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered

Amount
to be
Registered⁽¹⁾

Proposed
Maximum
Aggregate
Offering
Price Per
Security

Proposed
Maximum
Aggregate
Offering
Price⁽³⁾

Amount of
Registration
Fee⁽⁴⁾

Common Stock, $0.0001 par value per share, issuable upon conversion of Series A Preferred Stock and exercise of the PIPE Warrant

13,964,057

⁽²⁾

9.50

⁽³⁾

132,658,541.50

14,473.05

Total

132,658,541.50

14,473.05

⁽⁵⁾

(1)

In the event of a stock split, stock dividend or other similar transaction involving the registrant’s common stock (“Common Stock”), in order to prevent dilution, the number of shares of Common Stock registered hereby shall be automatically increased to cover the additional shares of Common Stock in accordance with Rule 416(a) under the Securities Act.

(2)

Consists of the maximum number of shares issuable upon conversion of Allarity’s Series A Preferred Stock using an estimate floor conversion price of twenty percent (20%) of an estimated fixed conversion price of $8.86 and the maximum number of shares issuable upon the exercise of the PIPE Warrant with an estimated exercise price of $7.47 per share.

(3)

Estimated solely for the purpose of calculating the registration fee and computed pursuant to Rule 457(g) and Rule 457(c)(f)(1) under the Securities Act, the per share offering price of Allarity common stock was calculated as follows: (1) $0.19, which represents the average high and low sales price of Allarity Therapeutics A/S ordinary share as reported on the Nasdaq First North Growth Market in Stockholm, Sweden on September 9, 2021 times (ii) 50 which represent the proposed exchange ratio of 0.02 shares of Allarity common stock for each Allarity Therapeutics A/S ordinary share to be issued in the proposed Recapitalization Share Exchange that is the subject of the Registrant’s Form S-4 registration statement (SEC File No. 333-258968).

(4)

The registration fee has been calculated pursuant to Rule 457 under the Securities Act.

(5)

Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 3 (“Amendment No. 3”) to the Registration Statement on Form S-1 (File No. 333-259484) of Allarity Therapeutics, Inc. (“Registration Statement”) is being filed solely for the purpose of filing Exhibits 3.4, 4.2, 5.1, 10.14, 10.15, 10.16, and 23.2 (included in Exhibit 5.1) as indicated in Part II of this Amendment No. 3. This Amendment No. 3 does not modify any provision of the prospectus that forms a part of the Registration Statement. Accordingly, a preliminary prospectus has been omitted.

Item 21. Exhibits and Financial Statement Schedules

Exhibit No.		Description
2.1^(e)		Amended and Restated Plan of Reorganization and Asset Purchase Agreement by and among Allarity Therapeutics, Inc. a Delaware corporation, Allarity Acquisition Subsidiary, a Delaware corporation and Allarity Therapeutics A/S, an Aktieselskab organized under the laws of Denmark, dated as of September 23, 2021
3.1^(a)		Certificate of Incorporation of Allarity Therapeutics, Inc.
3.2^(b)		Certificate of Amendment to the Certificate of Incorporation of Allarity Therapeutics, Inc.
3.3^(c)		Amended and Restated Bylaws of Allarity Therapeutics, Inc.
3.4**		Certificate of Designations of Allarity Therapeutics, Inc. relating to the Series A Convertible Preferred Stock,
4.1^(b)		Specimen Common Stock Certificate of Allarity Therapeutics, Inc.
4.2**		Form of Warrant
5.1**		Opinion of Lewis Brisbois Bisgaard & Smith LLP
10.1#^(e)		Allarity Therapeutics, Inc. 2021 Equity Incentive Plan
10.2†^(a)		Exclusive License Agreement between Oncology Venture A/S and Smerud Medical Research International AS Dated as of June 26, 2020
10.3†^(a)		Amended and Restated License Agreement between Allarity Therapeutics A/S and LiPlasome Pharma ApS, dated January 2021
10.4†^(a)		Exclusive License Agreement between Oncology Venture, APS and 2-BBB Medicines BV, dated as of March 27, 2017
10.5†^(c)		Development, Option and License Agreement between Oncology Venture ApS and R-Pharm US Operating LLC, dated March 1, 2019
10.6†^(c)		Exclusive License Agreement between Oncology Venture, ApS and Eisai, Inc., dated as of July 6, 2017
10.7†^(c)		License Agreement between Novartis Pharma Ag and Oncology Venture, ApS, dated April 6, 2018
10.8+^(a)		Securities Purchase Agreement dated May 20, 2021 between Allarity Therapeutics, Inc. and 3i, LLP
10.9^(a)		Registration Rights Agreement dated May 20, 2021 between Allarity Therapeutics, Inc. and 3i, LLP
10.10†^(a)		Asset Purchase Agreement dated July 23, 2021 between Allarity Therapeutics A/S and Lantern Pharma Inc.
10.11^(c)		First Amendment to the Exclusive License Agreement between Eisai and Allarity Therapeutics A/S dated December 20, 2020.
10.12^(d)		Second Amendment to Exclusive License Agreement between Oncology Venture, ApS and Eisai, Inc. dated as of August 3, 2021.
10.13^(c)†		Third Amendment To Exclusive License Agreement with Smerud Medical Research International As Dated as of September 28, 2021.
10.14#^(f))		Employment Agreement by and between Allarity Therapeutics, Inc. and Jens. E. Knudsen
10.15#^(f)		Employment Agreement by and between Allarity Therapeutics, Inc. and James G. Cullem
10.16#^(f)		Employment Agreement by and between Allarity Therapeutics, Inc. and Marie Foegh, M.D.
16.1^(a)		Letter from PriceWaterhouseCoopers, dated August 20, 2021, regarding Change in Independent Registered Public Accounting Firm
21.1^(a)		Subsidiaries of the Registrant
23.1^(e)		Consent of PricewaterhouseCoopers
23.2**		Consent of Lewis Brisbois Bisgaard & Smith LLP (included in Exhibit 5.1)
24.1*		Power of Attorney (included on the signature page to this Registration Statement)

(a)

Incorporated by reference from the Registration Statement on Form S-4 filed with the SEC on August 20, 2021.

(b)

Incorporated by reference from Amendment No. 1 to Registration Statement on Form S-4 as refiled with the SEC on October 20, 2021.

(c)

Incorporated by reference from Amendment No. 2 to Registration Statement on Form S-4 as refiled with the SEC on October 20, 2021.

(d)

Incorporated by reference from Amendment No. 4 to Registration Statement on Form S-4 as filed with the SEC on November 2, 2021.

(e)

Incorporated by reference from Amendment No. 2 to Registration Statement on Form S-1 as filed with the SEC on December 6, 2021.

(f)

Incorporated by reference from Form 8-K as filed with the SEC on December 10, 2021.

†

Certain portions of this exhibit will be omitted because they are not material and would likely cause competitive harm to the registrant if disclosed.

Previously filed.

Filed herewith.

Indicates management contract or compensatory plan or arrangement.

Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

Item 22. Undertakings

The undersigned registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to re-offerings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

That every prospectus (i) that is filed pursuant to paragraph (F) immediately preceding or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, California, on December 14, 2021.

	ALLARITY THERAPEUTICS, INC.

	By:	/s/ Steve Carchedi
	Name:	Steve Carchedi
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated:

Signature	Title	Date

/s/ Steve Carchedi	Chief Executive Officer and Director	December 14, 2021
Steve Carchedi	(Principal Executive Officer)

/s/ Jens Erik Knudsen	Chief Financial Officer	December 14, 2021
Jens Erik Knudsen	(Principal Financial and Accounting Officer)

*	Chairman of the Board	December 14, 2021
Duncan Moore

*	Director	December 14, 2021
Soren Gade Jensen

*	Director	December 14, 2021
Gail Maderis

Pursuant to Power of Attorney

By:	/s/ Steve Carchedi
	Steve Carchedi,
	Attorney-in-Fact