0001213900-21-067030.txt : 20211222 0001213900-21-067030.hdr.sgml : 20211222 20211222163225 ACCESSION NUMBER: 0001213900-21-067030 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: Knudsen Jens Erik CENTRAL INDEX KEY: 0001888257 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41160 FILM NUMBER: 211513681 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 0001888257 Knudsen Jens Erik C/O ALLARITY THERAPEUTICS, INC. 210 BROADWAY, SUITE 201 CAMBRIDGE, MA 02139 0 1 0 0 Chief Financial Officer Stock Options 7.70 2030-10-31 Common Stock 39600 D Stock Options 5.16 2026-11-23 Common Stock 22583 D Stock Options 10.50 2021-12-21 Common Stock 18574 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 at 1/36 per month since November 2020. 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. The options vested respect to twenty-five percent (25%) on the grant date of December 21, 2021, with the remaining seventy-five (75%) vesting 1/36 per month over the 36 months following the grant date. /s/ Jens Erik Knudsen 2021-12-22