Current Report Filing (8-k)
21 January 2023 - 8:18AM
Edgar (US Regulatory)
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2023-01-19
2023-01-19
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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 19, 2023
ALLARITY THERAPEUTICS, INC.
(Exact name of registrant as specified in our charter)
Delaware |
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001-41160 |
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87-2147982 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
24 School Street, 2nd Floor,
Boston, MA |
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02108 |
(Address of Principal Executive Offices) |
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(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) |
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Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
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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 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On January 19, 2023, Mr. Duncan Moore and Ms. Gail Maderis resigned as directors of Allarity Therapeutics, Inc. (“the Company”),
including their positions on each Board of Directors (the “Board”) committee on which they serve. In addition, on January
19, 2023, Mr. Soren G. Jensen gave notice that he will resign as a director, to be effective as of February 4, 2023. The resignations
by Messrs. Moore and Jensen, and Ms. Maderis are for personal reasons and not due to any disagreement with the Company’s management
team or the Company’s Board on any matter relating to the operations, policies or practices of the Company or any issues regarding
the Company’s accounting policies or practices.
As a result of the resignations
by Mr. Moore and Ms. Maderis, on January 19, 2023, the Board of the Company decreased the fixed number of authorized directors on the
Board from seven (7) to five (5).
Item 5.07. Submission of Matters to A Vote of
Security Holders.
The information disclosed
in Item 8.01 below is incorporated herein by reference.
Item 8.01. Other Events
On January 19, 2023,
the 2023 Annual Meeting of Stockholders of Allarity Therapeutics, Inc. (“Annual Meeting”) was adjourned with no business being
conducted in order to allow additional time for stockholders to vote on the proposals set forth in the Company’s definitive proxy
statement filed with the Securities and Exchange Commission (the “SEC”) on December 6, 2022 (the “Proxy Statement”).
The
adjourned Annual Meeting will reconvene on February 3, 2023 at 1:00 p.m. (Eastern Time) virtually at https://meetnow.global/MRJXJMN. The
record date for the determination of stockholders of the Company entitled to vote at the adjourned Annual Meeting remains the close of
business on December 6, 2022.
Stockholders
who have already voted do not need to recast their votes unless they wish to change their vote. Proxies previously submitted in respect
of the Annual Meeting will be voted at the adjourned Annual Meeting unless properly revoked, and stockholders who have previously submitted
a proxy or otherwise voted need not take any action. During the period of adjournment, the Company will continue to solicit votes from
its stockholders with respect to the proposals set forth in the Proxy Statement. No changes have been made in the proposals to be voted
on by stockholders at the Annual Meeting. Company encourages all stockholders as of the record date on December 6, 2022 who have not yet
voted to do so promptly.
The
Company’s Proxy Statement, Definitive Additional Materials and any other materials filed by the Company with the SEC can be obtained
free of charge at the SEC’s website at www.sec.gov.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
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
Chief Executive Officer |
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Dated: January 20, 2023 |
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