Item 5.02 Departure of Directors or Certain
Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of New Directors
On September 23, 2022, the
Board of Directors of Allarity Therapeutics, Inc. (the “Company”) increased the fixed number of authorized directors on the
Board of Directors (the “Board”) from six (6) to seven (7). To fill the vacancy, the Board appointed the following individual
as a director of the Company, effective as of October 1, 2022:
Class II Director: Jerry McLaughlin,
whose term will expire at the Company’s second annual meeting of stockholders to be held after December 2021, or until his successor
shall have been duly elected and qualified, or until his earlier death, resignation, or removal.
In
connection with the appointment of Mr. McLaughlin to the Board, the Board has determined that Mr. McLaughlin qualifies as an independent
director under the applicable rules of the NASDAQ listing standards and within the meaning of Rule 10A-3(b)(1) of the Securities Exchange
Act of 1934, as amended. Concurrent upon his appointment as a director, Mr. McLaughlin will also be appointed to the Board’s Audit
and Compensation Committees. Below is a summary of Mr. McLaughlin’s experience:
Jerry McLaughlin. Mr.
McLaughlin has extensive experience serving as a senior executive and board member in the biopharmaceutical industry, including financings,
mergers & acquisitions, licensing, product development, commercialization, lifecycle management, and operations. Mr. McLaughlin is
currently the chief executive officer and board member of Life Biosciences LLC, a biotechnology company, since 2021. Previously, Mr. McLaughlin
was the President and CEO for Neos Therapeutics, Inc., a commercial stage pharmaceutical company from 2018 to 2021. He also served as
president and CEO of AgeneBio, Inc., a clinical-stage biopharmaceutical company developing therapies for neurological and psychiatric
diseases from 2014 to 2018. Mr. McLaughlin holds a B.A. in Economics from Dickinson College and an MBA from the Villanova School of Business.
In
connection with his appointment as a director, Mr. McLaughlin will enter into the Company’s standard form of indemnification agreement.
Mr. McLaughlin was also concurrently appointed as a member of each of the Company’s Audit and Compensation committees. As compensation
for Mr. McLaughlin’s services as an independent director, which is in accordance with the Company’s standard arrangements
for non-employee directors, Mr. McLaughlin will receive an annual retainer fee of $50,000, payable in cash. In addition, he will be eligible
to receive $7,500 for serving as a member of the Audit Committee and $5,000 for serving as a member of the Compensation Committee. In
addition, the Board will also grant Mr. McLaughlin options to purchase 23,000 shares of common stock at an exercise equal to the closing
price on September 30, 2022, subject to vesting of 1/36 per month over thirty-six (36) months following October 1, 2022 (the “Grant
Date”). The expiration date for the options is five (5) years from the Grant Date.
Except
as disclosed in this Current Report on Form 8-K, there are no arrangements or understandings with any other person pursuant to which Mr.
McLaughlin was appointed as a director of the Company. There are also no family relationships between Mr. McLaughlin and any of the Company’s
directors or executive officers. Except as disclosed in this Current Report on Form 8-K, Mr. McLaughlin has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A
copy of the Company’s press release announcing the appointment of the new director is being furnished as Exhibit 99.1 to this Current
Report on Form 8-K.