FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

McLaughlin Gerald W.		 2. Date of Event Requiring Statement (MM/DD/YYYY)
10/1/2022 

 3. Issuer Name and Ticker or Trading Symbol

Allarity Therapeutics, Inc. [ALLR]
(Last)        (First)        (Middle)

C/O ALLARITY THERAPEUTICS, INC., 210 BROADWAY, SUITE 201		 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                          _____ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

CAMBRIDGE,, MA 02139      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		2. Amount of Securities Beneficially Owned
(Instr. 4)		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)		2. Date Exercisable and Expiration Date
(MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options  (1)10/1/2027 Common Stock 23000 $1.10 (1)D  
Explanation of Responses:
(1) Pursuant to the Issuer's 2021 Equity Incentive Plan (the "Plan"), the Reporting Person was granted 23,000 non-qualified stock options (the "Options") at the exercise price of $1.10. The Options were granted on October 1, 2022 (the "Grant Date"), and vest 1/36 per month over a three year period commencing as of the Grant Date. The Options were granted to the Reporting Person, who is a non-executive director of the Issuer, in a transaction exempt under Rule 16b-3 to the Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
McLaughlin Gerald W.
C/O ALLARITY THERAPEUTICS, INC.
210 BROADWAY, SUITE 201
CAMBRIDGE,, MA 02139		X
Signatures
/s/ Gerald W. McLaughlin10/1/2022
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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