8-K

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): January 25, 2024

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.)

24 School Street, 2nd Floor Boston, MA	02108
(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:

☐ 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 1.01 Entry into a Material Definitive Agreement.

Amendment to Securities Purchase Agreement

On January 25, 2024, Allarity Therapeutics, Inc., a Delaware corporation (“we,” “our,” or the “Company”) and 3i, LP, a Delaware limited partnership (the “Purchaser”), executed an amendment (the “Amendment”) to that certain Securities Purchase Agreement dated as of January 18, 2024 (the “Original Agreement”). The Amendment amends and restates Section 4.22 of the Original Agreement to clarify that Purchaser shall have demand registration rights at any time beginning 90 calendar days after the First Closing Date (as defined in the Original Agreement).

A copy of the Original Agreement was filed as Exhibit 10.1 to our Current Report on Form 8-K previously filed with the Securities and Exchange Commission on January 19, 2024. The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy which is filed herewith as Exhibit 10.1, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Exhibit Description
10.1	Amendment to Securities Purchase Agreement, dated as of January 25, 2024, by and between the Company and the Purchaser listed on the signature page attached thereto
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: January 25, 2024
	By:	/s/ Thomas Jensen
		Thomas Jensen
		Chief Executive Officer

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EX-10.1

Exhibit 10.1

Execution Version

AMENDMENT TO

SECURITIES PURCHASE AGREEMENT

This Amendment to Securities Purchase Agreement (this “Amendment”) is made and entered into as of January 25, 2024, by and between Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, the Securities Purchase Agreement (the “Purchase Agreement”) was made and entered into as of January 18, 2024, pursuant to which the Company agreed to sell and issue to each Purchaser, a senior convertible note (the “Notes”), convertible into shared of the Company’s common stock, par value $0.0001 per share, in an aggregate principal amount of up to $1,540,000;

WHEREAS, Section 5.5 of the Purchase Agreement provides that the Purchase Agreement may be amended by execution of a written instrument signed by the Purchasers which purchased at least 50.01% in interest of the Notes; and

WHEREAS, the Purchasers and the Company desire to amend the Purchase Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual promises contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Amendment to the Purchase Agreement.

The Section 4.22 of the Purchase Agreement is hereby deleted in its entirety and replaced by the following:

“Registration Statement. Upon Purchaser’s request (the “Purchaser’s Request”), which can be made at any time beginning 90 calendar days after the First Closing Date, the Company shall file a Registration Statement on Form S-3 (or on Form S-1 if Form S-3 is not available to the Company) (the “Registration Statement”), as soon as practicable (and in any event within fifteen (15) calendar days of the date of the Purchaser’s Request), providing for the resale by the Purchasers of the Underlying Shares issued and issuable upon conversion of the Notes, or shall include such Underlying Shares issued and issuable upon conversion of the Notes in any other registration statement on Form S-3 or Form S-1 filed by the Company. The Company shall use its commercially reasonable efforts to cause such Registration Statement to become effective within forty-five (45) calendar days following the Purchaser’s Request and to keep such Registration Statement effective at all times (except for any periods in connection with the filing of post-effective amendments as reasonably determined by Company Counsel to be required) until the Purchaser no longer owns any shares of Common Stock or Underlying Shares issuable upon conversion of the Notes.”

2.No Other Modification. Except as specifically amended by the terms of this Amendment, all terms and conditions set forth in the Purchase Agreement shall remain in full force and effect, as applicable.

3.Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to any rule or principle that might refer the governance or construction of this Amendment to the Laws of another jurisdiction.

4.Entire Agreement. This Amendment contains the entire agreement and understanding of the parties hereto with respect to the subject matter contained therein and may not be contradicted by evidence of any alleged oral agreement. Capitalized terms used herein without definition shall have the same definition ascribed thereto in the Purchase Agreement.

5.Further Assurances. Each party to this Amendment agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Amendment.

6.Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which, together, shall constitute one and the same instrument. Facsimile, .pdf and other electronic execution and delivery of this consent is legal, valid and binding for all purposes.

7.Headings. The descriptive headings of the various provisions of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to be effective for all purposes as of the date first above written.

The Purchaser:
3i, LP
By:	/s/ Maier J. Tarlow
	Name: Maier J. Tarlow
	Title: Manager on Behalf of the GP
The Company:
ALLARITY THERAPEUTICS, INC.
By:	/s/ Thomas Jensen
	Name: Thomas Jensen
	Title: Chief Executive Officer

[Signature Page to Amendment to Purchase Agreement]

XML

Cover	Jan. 25, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 25, 2024
Entity File Number	001-41160
Entity Registrant Name	ALLARITY THERAPEUTICS, INC.
Entity Central Index Key	0001860657
Entity Tax Identification Number	87-2147982
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	24 School Street
Entity Address, Address Line Two	2nd Floor
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02108
City Area Code	401
Local Phone Number	426-4664
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ALLR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false