Current Report Filing (8-k)
22 December 2022 - 01:16AM
Edgar (US Regulatory)
0001860657
false
0001860657
2022-12-20
2022-12-20
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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): December
20, 2022
ALLARITY THERAPEUTICS, INC.
(Exact name of registrant as specified in our charter)
Delaware |
|
001-41160 |
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87-2147982 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File
Number) |
|
(IRS Employer
Identification No.) |
22
School Street, 2nd Floor
Boston, MA |
|
02108 |
(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 |
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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 December 20, 2022, the Company
received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)
indicating that the Company is not in compliance with the minimum Market Value of Publicly Held Shares (“MVPHS”) of $5,000,000
under the Nasdaq Listing Rules (the “Listing Rules”). Based on the Company’s MVPHS for the last thirty-one (31) consecutive
business days from November 4, 2022 to December 19, 2022, the Company no longer meets the minimum MVPHS requirement set forth in Listing
Rule 5450(b)(1)(C). The Notice is only a notification of deficiency and has no current effect on the listing or trading of the Company’s
securities on the Nasdaq Global Market subject to previous disclosures on Form 8-K. (See Form 8-Ks filed with the SEC on October 14, 2022,
and November 25, 2022).
The Notice states that under Listing
Rule 5810(c)(3)(D), the Company is provided with a compliance period of 180 calendar days, or until June 19, 2023 to regain compliance
under the Listing Rules. To regain compliance under the Listing Rules, the Company’s MVPHS must close at $5,000,000 for a minimum
of ten (10) consecutive business days. In the event the Company does not regain compliance by June 19, 2023, the Company may face delisting.
The Company intends to monitor
its MVPHS between now and June 19, 2023, and to evaluate its available options to regain compliance within the compliance period.
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.
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Allarity
Therapeutics, Inc. |
|
|
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By: |
/s/
James G. Cullem |
|
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James G. Cullem |
|
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Chief Executive Officer |
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Dated: December 21, 2022 |
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