Current Report Filing (8-k)
15 October 2022 - 08:26AM
Edgar (US Regulatory)
0001860657
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0001860657
2022-10-12
2022-10-12
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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): October 12, 2022
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.) |
210
Broadway, Suite 201
Cambridge,
MA |
|
02139 |
(Address of Principal Executive
Offices) |
|
(Zip Code) |
(401)
426-4664
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
☐ |
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
October 12, 2022, Allarity Therapeutics, Inc. (the “Company”) received a notice (the “Notice”) from The Nasdaq
Stock Market LLC (“Nasdaq”) notifying the Company that the Company’s stockholders’ equity as reported in its
Quarterly Report on Form 10-Q for the period ended June 30, 2022 (the “Form 10-Q”), did not satisfy the continued listing
requirement under Nasdaq Listing Rule 5450(b)(1)(A) for the Nasdaq Global Market, which requires that a listed company’s stockholders’
equity be at least $10.0 million. As reported on its Form 10-Q, the Company’s stockholders’ equity as of June 30, 2022 was
approximately $8.0 million.
The
Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market and the Company’s
common stock will continue to trade under the symbol “ALLR”. In accordance with Nasdaq Listing Rules, the Company has 45
calendar days from the date of the Notice, or until November 26, 2022, to submit a plan to regain compliance with Nasdaq Listing Rule
5450(b)(1)(A). If the Company’s compliance plan is accepted by Nasdaq, then Nasdaq may, in its discretion, grant the Company up
to 180 calendar days from the date of the Notice, or until April 10, 2023, to evidence compliance. If Nasdaq does not accept the Company’s
plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
The Company
is currently evaluating various alternative courses of action to regain compliance, and the Company intends to submit a plan with Nasdaq
before November 26, 2022 to maintain its Nasdaq listing. However, there can be no assurance that the Company will be able to regain compliance
with the minimum stockholders’ equity requirement or maintain compliance with the other listing requirements. In addition, the Company
is considering to transfer to the Nasdaq Capital Market, subject to the Company’s satisfaction of the Nasdaq Capital Market’s
continued listing requirements.
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/
James G. Cullem |
|
|
James G. Cullem |
|
|
Chief Executive Officer |
|
|
|
Dated: October 14, 2022 |
|
|
2
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