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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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