UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modifications to Rights of Security Holders.
The disclosure required by this Item 3.03 is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 4, 2024, Allarity Therapeutics, Inc., a Delaware corporation (the “Company”) filed a Fifth Certificate of Amendment to Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a 1-for-20 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), effective as of 9:30 a.m. (Eastern Time) on April 9, 2024 (the “Reverse Stock Split”).
At a special meeting of the Company’s stockholders held on April 1, 2024 (the “Special Meeting”), the Company’s stockholders approved a proposal to amend its Certificate of Incorporation, as amended to date (the “Charter”), at the discretion of the Company’s Board of Directors (the “Board”) to effect a reverse stock split of the Company’s issued and outstanding common stock, at a ratio between 1-for-5 and 1-for-20 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board and included in a public announcement. Upon receipt of the stockholder approval, the Board was granted the discretion to effect a reverse stock split of the Common Stock through the filing of the Certificate of Amendment, at a ratio of not less than 1-for-5 and not more than 1-for-20, with such ratio to be determined by the Board. Following such stockholder approval at the conclusion of the Special Meeting, the Board determined a ratio of 1-for-20 for the Reverse Stock Split.
As a result of the Reverse Stock Split, every 20 shares of issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be rounded up to the next whole number. The number of authorized shares of Common Stock under the Charter will remain unchanged at 750,000,000 shares.
Proportionate adjustments will be made to the per share exercise price and the number of shares of Common Stock that may be purchased upon exercise of outstanding stock options granted by the Company, and the number of shares of Common Stock reserved for future issuance under the Company’s 2021 Equity Incentive Plan.
The Common Stock will begin trading on a reverse stock split-adjusted basis on the Nasdaq Capital Market on April 9, 2024. The trading symbol for the Common Stock will remain “ALLR.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 016744401.
The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, three (3) proposals were submitted to the Company’s stockholders of record for a vote. The proposals are described in detail in the Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on March 8, 2024 (the “Proxy Statement”). As of the close of business on February 21, 2024, holders of the Company’s Common Stock and Series A Preferred Stock were entitled to vote together as a single class on the proposals described below.
The proposals were approved by the requisite vote of the Company’s stockholders. Sufficient votes were received to approve the Adjournment Proposal (as defined below), but such an adjournment was not necessary in light of the approval of the Reverse Stock Split Proposal (as defined below).
The final voting results for each proposal are described below. For more information on each of these proposals, please refer to the Proxy Statement.
Proposal 1: To approve an amendment to the Allarity Therapeutics, Inc. 2021 Equity Incentive Plan, a copy of such amended and restated plan is included as Appendix A to the Proxy Statement (the “2021 Plan”), to increase the aggregate number of shares of Common Stock authorized for issuance by 1,000,000 shares (the “Amendment to the 2021 Plan Proposal”).
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,898,165 | 294,784 | 1,917 | 1,537,390 |
Proposal 2: To approve an amendment to the Allarity Therapeutics, Inc. Certificate of Incorporation, as amended (the “Charter Amendment”), in substantially the form attached to the Proxy Statement as Appendix B, to, at the discretion of the Board of Directors of the Company (the “Board”), effect a reverse stock split with respect to the Company’s issued and outstanding Common Stock, par value $0.0001 per share, at a ratio between 1-for-5 and 1-for-20 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board (the “Reverse Stock Split Proposal”) and included in a public announcement.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 4,619,400 | 1,095,954 | 16,902 | - |
Proposal 3: To approve the adjournment of the meeting, if necessary or advisable, to solicit additional proxies in favor of the Reverse Stock Split Proposal (the “Adjournment Proposal”).
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 4,598,095 | 1,130,018 | 4,143 | - |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Fifth Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc. | |
| 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 its behalf by the undersigned hereunto duly authorized.
| Allarity Therapeutics, Inc. |
| By: | /s/ Thomas H. Jensen | |
| Thomas H. Jensen | ||
| Chief Executive Officer |
Dated: April 4, 2024
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Exhibit 3.1
FIFTH CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
ALLARITY THERAPEUTICS, INC.
Allarity Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the “Corporation”), does hereby certify that:
1. This Fifth Certificate of Amendment to Certificate of Incorporation (this “Fifth Amendment”) amends certain provisions of the Corporation’s original Certificate of Incorporation filed with the Secretary of the State of Delaware on April 6, 2021, as amended by that certain Certificate of Amendment filed on August 5, 2021, and as further amended by that Second Certificate of Amendment filed on March 20, 2023, and as further amended by the Third Certificate of Amendment filed on March 23, 2023, and as further amended by the Fourth Certificate of Amendment filed on June 28, 2023 (as amended, the “Certificate of Incorporation”).
2. The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141(f) and 242 of the General Corporation Law of the State of Delaware (the “DGCL”), has duly adopted resolutions approving the amendment set forth in this Fifth Amendment, declaring said amendment to be advisable and in the best interests of the Corporation and its stockholders, and directing that such amendment be considered for stockholder approval at the Special Meeting of Stockholders held on April 1, 2024 (the “Special Meeting”), which meeting was noticed and has been held in accordance with Section 222 of the DGCL.
3. This Fifth Amendment was duly adopted by the affirmative vote of a majority of all of the votes cast on the matter, at the Corporation’s Special Meeting, in accordance with the provisions of Section 242 of the DGCL, Articles FIFTH and TWELFTH of the Certificate of Incorporation and Section 12 of the Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock.
4. Resolutions were duly adopted by the Board of Directors of the Corporation, in accordance with the provisions of the Certificate of Incorporation set forth below, providing that, effective as of 9:30 a.m., New York time, on April 9, 2024, or as soon as practicable thereafter, every twenty (20) issued and outstanding shares of the Corporation’s Common Stock, par value $0.0001 per share, shall be converted into one (1) share of the Corporation’s Common Stock, par value $0.0001 per share, as constituted following such date.
5. The Certificate of Incorporation is hereby amended by deleting the second and third paragraphs of Article FIFTH thereof, and replacing in their entirety the following paragraphs:
“Effective as of 9:30 a.m. on April 9, 2024 (the “Effective Time”), every twenty (20) shares of the Corporation’s common stock, $0.0001 par value per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act) into a smaller number of shares such that each twenty (20) shares of Old Common Stock issued and outstanding or held by the Company as treasury stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock, $0.0001 par value per share (the “New Common Stock”), of the Corporation (the “Reverse Stock Split”). The Board of Directors shall make provision for the issuance of that number of fractions of New Common Stock such that any fractional share of a holder otherwise resulting from the Reverse Stock Split shall be rounded up to the next whole number of shares of New Common Stock. Stockholders who hold uncertificated shares of Old Common Stock electronically in “book-entry” form will have their holdings electronically adjusted by the Transfer Agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to the Reverse Stock Split and will automatically be adjusted to reflect the New Common Stock.
Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, be converted to Book Entries representing the number of shares of the New Common Stock into which such shares of Old Common Stock shall have been reclassified of a share of New Common Stock, with any resulting fractional shares rounded up to the nearest whole share, issued as aforesaid.”
6. Except as set forth in this Fifth Amendment, the Certificate of Incorporation remains in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Fifth Amendment to be duly executed in its name and on its behalf by a duly authorized officer of the Corporation on this 4th day of April, 2024.
| By: | /s/ Thomas H. Jensen | ||
| Name: | Thomas H. Jensen | ||
| Title: | Chief Executive Officer |