Filed Pursuant to Rule 424(b)(3)
Registration No. 333-259484
PROSPECTUS SUPPLEMENT NO. 15
(To Prospectus Dated June 6, 2022)
(Prospectus Supplement No. 1 Dated June 30, 2022)
(Prospectus Supplement No. 2 Dated July 11, 2022)
(Prospectus Supplement No. 3 Dated August 2, 2022)
(Prospectus Supplement No. 4 Dated August 11, 2022)
(Prospectus Supplement No. 5 Dated August 22, 2022)
(Prospectus Supplement No. 6 Dated August 26, 2022)
(Prospectus Supplement No. 7 Dated September 30, 2022)
(Prospectus Supplement No. 8 Dated October 7, 2022)
(Prospectus Supplement No. 9 Dated November 7, 2022)
(Prospectus Supplement No. 10 Dated November 14, 2022)
(Prospectus Supplement No. 11 Dated December 1, 2022)
(Prospectus Supplement No. 12 Dated December 12, 2022)
(Prospectus Supplement No. 13 Dated December 21, 2022)
(Prospectus Supplement No. 14 Dated December 22, 2022)
Up to 13,426,181 Shares of Common Stock
This Prospectus Supplement No. 15 (this “Prospectus Supplement”)
updates and supplements the prospectus dated June 6, 2022, as
supplemented by Prospectus Supplement No. 1 dated June 30, 2022 and
as further supplemented by Prospectus Supplement No. 2 dated July
11, 2022; Prospectus Supplement No. 3 dated August 2, 2022;
Prospectus Supplement No. 4 dated August 11, 2022; Prospectus
Supplement No. 5 dated August 22, 2022, Prospectus Supplement No. 6
dated August 26, 2022; Prospectus Supplement No. 7 dated September
30, 2022; Prospectus Supplement No. 8 filed on October 7, 2022;
Prospectus Supplement No. 9 filed on November 7, 2022; Prospectus
Supplement No. 10 dated November 14, 2022, Prospectus Supplement
No. 11 dated December 1, 2022; Prospectus Supplement No. 12 dated
December 12, 2022; Prospectus Supplement No. 13 dated December 21,
2022, and Prospectus Supplement No. 14 dated December 22, 2022 (the
“Prospectus”), which forms a part of our Registration Statement on
Form S-1, as amended by that Post-Effective Amendment No. 1 on Form
S-1 (“Post-Effective Amendment”), which Post-Effective Amendment
was declared effective by the Securities and Exchange Commission on
June 6, 2022 (Registration No. 333-259484). This Prospectus
Supplement is being filed to update and supplement the information
in the Prospectus with the information contained in our Current
Reports on Form 8-K, filed with the Securities and Exchange
Commission on January 19, 2023, January 20, 2023 and January 23,
2023 (the “Form 8-Ks”). Accordingly, we have attached the Form 8-K
to this Prospectus Supplement.
The Prospectus and this Prospectus Supplement relate to the offer
and sale from time to time by 3i, LP, a Delaware limited
partnership (“3i, LP”), or their permitted transferees that may be
identified in the Prospectus by prospectus supplement (the “Selling
Stockholders”) of up to 13,426,181 shares of Common Stock
consisting of:
| |
● |
up to
2,180,497 shares of Common Stock issued upon conversion of 20,000
shares of our Series A Preferred Stock originally issued in a
private placement to 3i, LP, based upon an initial conversion price
of $9.906 and stated par value of $1,080 (which stated par value
includes a one-time dividend equal to an 8% increase in the
original stated par value of $1,000), or any adjustments thereto.
See the section titled “Business - The Private Placement (PIPE
Financing);” |
| |
● |
up to
2,018,958 shares of Common Stock issuable upon exercise of the PIPE
Warrant based upon an exercise price of $9.906; and |
| |
● |
up to
9,226,726 additional shares of Common Stock that may be issuable
upon conversion of our Preferred Stock using the Floor Price of
$1.9812 or any adjustments thereto. See the section titled,
“Description of Our Capital Stock — The Series A Preferred
Stock.” This amount also includes 505,740 shares allocated to
the exercise of the PIPE Warrant to comply with our obligation to
register 125% of the number of shares of our Common Stock issuable
upon the exercise of the PIPE Warrant. See the section titled,
“Description of Our Capital Stock — PIPE
Warrant.” |
The shares of Common Stock covered by the Prospectus and this
Prospectus Supplement were registered pursuant to the terms of a
registration rights agreement between us and 3i, LP. We will not
receive any proceeds from the sale of shares of Common Stock
offered for resale by the Selling Stockholders, although we may
receive up to $20 million in gross proceeds if the Selling
Stockholders exercise the PIPE Warrant in full.
We are an “emerging growth company” and a “smaller reporting
company” as defined under U.S. federal securities laws and, as
such, have elected to comply with reduced public company reporting
requirements. The Prospectus, together with this Prospectus
Supplement, complies with the requirements that apply to an issuer
that is an emerging growth company and a smaller reporting company.
We are incorporated in Delaware.
This Prospectus Supplement should be read in conjunction with the
Prospectus. If there is any inconsistency between the information
in the Prospectus and this Prospectus Supplement, you should rely
on the information in this Prospectus Supplement.
Our Common Stock is listed on the NASDAQ Global Market under the
symbol “ALLR.” On January 23, 2023, the last reported sale price of
our Common Stock was $0.29 per share. As of January 23, 2023, we
had 24,541,214 shares of Common Stock outstanding, which includes
shares issuable pursuant to notices of conversion dated January 23,
2023.
Since December 2021 pursuant to a series of exercise of conversion
of shares of Series A Preferred Stock by 3i, LP, we have issued
16,465,390 shares of Common Stock to 3i, LP, which includes shares
issuable pursuant to notices of conversion dated January 23, 2023.
Accordingly, as of January 23, 2023, we had 11,694 shares of Series
A Preferred Stock issued and outstanding.
Investing in our securities involves a high degree of risk. You
should review carefully the risks and uncertainties described in
the section titled “Risk Factors” beginning on page 13 of
the Prospectus, and under similar headings in any amendments or
supplements to the Prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or
disapproved of these securities, or passed upon the
accuracy or adequacy of this Prospectus Supplement and the
Prospectus. Any representation to the contrary is a criminal
offense.
Prospectus Supplement dated January 23, 2023
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 12,
2023
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.)
|
|
24 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 |
|
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 1.01 Entry into a Material Definitive Agreement
On January 12, 2023, upon the approval of the Compensation
Committee (the “Compensation Committee”) of the Board of Directors
(the “Board”) of Allarity Therapeutics, Inc. (the “Company”), the
Company entered into a new separate employment agreement with James
G. Cullem, our chief executive officer (the “Cullem Employment
Agreement”), and Joan Brown, our chief financial officer (the
“Brown Employment Agreement” and together with Cullem Employment
Agreement, the “New Employment Agreements”) in connection with the
additional executive officer positions that they were appointed to
in June 2022.
The effectiveness of the New Employment Agreements are contingent
upon the Company securing a new capital raise of at least seven
million dollars by or before February 15, 2023, unless the capital
raise requires audited financial statements for the year ending
December 31, 2022, then on or before April 30,2023 (a “New
Financing”). In the event the New Financing does not occur, Mr.
Cullum’s prior employment contract as Chief Business Officer of the
Company and Ms. Brown’s employment contract as director of
financial reporting of the Company will continue to remain in full
force and effect. In the event the New Financing occurs, subject to
the survival of any terms as reflected in the Employment agreement,
the prior employment agreements will be superseded by the New
Employment Agreements.
Under their respective New Employment Agreements, Mr. Cullem and
Ms. Brown will, among other things, be (i) entitled to participate
in all of the Company’s employee benefit plans and programs as
generally maintained and made available to its executive officers
by the Company; (ii) eligible for grants of equity compensation as
determined at the sole discretion of the Compensation Committee;
(iii) entitled to certain severance and change of control benefits
contingent upon such employee’s agreement to a general release of
claims in favor of the Company following termination of employment;
and (iv) entitled to reimbursement of expenses in the course and
scope of authorized Company business. In addition, each respective
employment agreement includes customary confidentiality and
assignment of intellectual property obligations.
Cullem Employment
Agreement
The Cullem Employment Agreement provides for an annual base salary
of $425,000.00 (as of January 1, 2023), which, upon agreement by
Mr. Cullem and the Board, Mr. Cullem may elect to receive up to
thirty thousand dollars ($30,000.00) of such base salary in
restricted stock grants in the Company. Any such restricted stock
grants will be made quarterly, at the start of each calendar
quarter, at the stock fair market value (“FMV”) on the 1st day of
each calendar quarter. In addition, commencing with the calendar
year 2023, Mr. Cullem will be eligible to receive an annual bonus
representing up to 50% of Mr. Cullem’s base salary based on the
achievement of individual and corporate performance targets,
metrics and/or management-by-objectives to be determined and
approved by the Company. The Board has the discretion to pay such
annual bonus in restricted stock grants in lieu of cash, depending
on the financial circumstances of the Company, at the FMV on the
date of grant no later than March 1st of the grant year.
In addition, subject to and concurrently with the closing of a New
Financing, the Company agreed to grant Mr. Cullem the following
stock options, which will have an exercise price equal to the FMV
of the Company’s shares on the grant date and a term of ten (10)
years, and be subject to the vesting schedule provided below:
|
● |
Stock options in the amount of
three and one-half percent (3.5%) of the Company’s issued and
outstanding shares of common stock immediately after such closing;
provided, however, that such amount will not exceed fifty percent
(50%) of the options available to be granted under the Company’s
2021 Equity Incentive Plan (the “Grant Limitation”). In addition,
such grant will be subject to any shareholder approval required by
law, regulation or applicable listing rule (the “Requisite
Approval”), and will vest ratably over a forty-eight (48) month
period commencing July 1, 2022. |
|
● |
Stock options for an additional two
percent (2.0%) of the Company’s issued and outstanding shares of
common stock immediately after the closing of such New Financing;
provided however, that such grant will not exceed the Grant
Limitation and such grant will be subject to any Requisite
Approval. Such option grant will provide for one hundred percent
(100%) vesting upon the completion of a Phase 2 clinical trial
involving the Company’s drug candidates, Stenoparib or Dovitinib,
in combination with another drug or therapeutic candidate in
ovarian cancer, renal cell carcinoma, or other indication or
therapy determined by the Company’s Board. |
In the event the stock options exceed the Grant Limitation, the
Company agreed to seek shareholder approval at its next annual
meeting to increase the number of options available under the
Company’s 2021 Equity Incentive Plan in order to have sufficient
options to cover the grants. In consideration of the grant of new
options described above, upon grant of such options, all prior
vested and unvested options previously granted to Mr. Cullem (under
any prior employment agreement with the Company) will be deemed
waived and forfeited by Mr. Cullem and null and void. In the event
new stock options are not granted to Mr. Cullem under the Cullem
Employment Agreement, all options (vested and unvested) previously
granted under prior employment agreements with Company will remain
in full force and effect.
The Cullem Employment Agreement can be terminated, in writing with
thirty (30) days’ prior written notice, by the Company for or
without Cause (as such term is defined in the Cullem Employment
Agreement) and Mr. Cullem can resign with or without Good Reason
(as such term is defined in the Cullem Employment Agreement). If
Mr. Cullem is terminated without Cause or resigns with Good Reason,
or is terminated by the Company as a result of a Change-of-Control
(as such term in defined in the Cullem Employment Agreement), the
Company agreed to provide Mr. Cullem with severance pay in an
amount equal to twelve (12) months’ pay at Mr. Cullem’s final base
salary rate, payable in the form of salary continuation. Such
severance payments are conditioned upon Mr. Cullem’s execution and
non-revocation of a general release of claims.
Brown Employment
Agreement
The Brown Employment Agreement provides for an annual base salary
of $250,000.00 (as of January 1, 2023). In addition, commencing
with calendar year 2023, Mr. Brown will be eligible to receive an
annual bonus representing up to 40% of Mr. Brown’s base salary
based on the achievement of individual and corporate performance
targets, metrics and/or management-by-objectives to be determined
and approved by the Company. The Board has the discretion to pay
such annual bonus in restricted stock grants in lieu of cash,
depending on the financial circumstances of the Company, at the
stock FMV on the date of grant no later than March 1st of the grant
year.
In addition, concurrently with the closing of a New Financing, the
Company agreed to grant Ms. Brown stock options in the amount of
three quarters of one percent (0.75%) of the Company’s issued and
outstanding shares of common stock immediately after the closing,
which grant will be subject to any Requisite Approval and granted
pursuant to the 2021 Equity Incentive Plan. The exercise price will
be the FMV of Company’s shares on the date of grant. The stock
options will vest ratably over a forty-eight (48) month period
commencing July 1, 2022, and have a term of ten (10) years.
The Brown Employment Agreement can be terminated, in writing with
thirty (30) days’ prior written notice, by the Company for or
without Cause (as such term is defined in the Brown Employment
Agreement) and Ms. Brown can resign with or without Good Reason (as
such term is defined in the Brown Employment Agreement). If Ms.
Brown is terminated without Cause or resigns with Good Reason or is
terminated by the Company as a result of Change-of-Control (as
defined in the Brown Employment Agreement), the Company agreed to
provide Ms. Brown with severance pay in an amount equal to five (5)
months’ pay at Ms. Brown’s final base salary rate, payable in the
form of salary continuation. Such severance payments are
conditioned upon Ms. Brown’s execution and non-revocation of a
general release of claims.
The information contained in this Item 1.01 regarding the Cullem
Employment Agreement and Brown Employment Agreement are qualified
in its entirety by a copy of such agreement attached to this
Current Report on Form 8-K as Exhibit 10.1 and 10.2 respectively
and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers.
The information contained in Item 1.01 of this Current Report on
Form 8-K regarding the compensation and material terms of the
Cullem Employment Agreement and the Brown Employment Agreement are
incorporated herein by reference.
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.
| |
Allarity Therapeutics, Inc. |
| |
|
| |
By: |
/s/ James G. Cullem |
| |
|
James G. Cullem
Chief Executive Officer
|
| |
|
|
| Dated: January 19, 2023 |
|
|
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 |
|
001-41160 |
|
87-2147982 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.)
|
|
24 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 |
|
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.
| |
Allarity Therapeutics, Inc. |
| |
|
| |
By: |
/s/ James G. Cullem |
| |
|
James G. Cullem
Chief Executive Officer
|
| |
|
|
| Dated: January 20, 2023 |
|
|
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 23,
2023
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.)
|
|
24 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 |
|
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 1.01 Entry into a Material Definitive Agreement.
As previously disclosed on Form 8-K filed with the Commission on
December 12, 2022, on December 9, 2022, the Company and 3i, LP
(“3i”), the holder of outstanding shares of Series A Convertible
Preferred Stock (“Series A Preferred Stock”) entered into a letter
agreement (“Letter Agreement”) which provided that pursuant to
Section 8(g) of the Certificate of Designations for the Series A
Preferred Stock, the parties agreed that the Conversion Price (as
defined in such Certificate of Designations”) was modified to mean
the lower of: (i) the Closing Sale Price (as defined in the
Certificate of Designations) on the trading date immediately
preceding the Conversion Date (as defined in the Certificate of
Designations and (ii) the average Closing Sale Price of the common
stock for the five trading days immediately preceding the
Conversion Date, for the Trading Days (as defined in the
Certificate of Designations) through and inclusive of January 19,
2023.
On January 23, 2023, the Company and 3i amended the Letter
Agreement to provide the term Conversion Price will be in effect
until terminated by the Company and 3i.
The shares of Series A Preferred Stock was acquired by 3i pursuant
to the terms that certain Securities Purchase Agreement dated as of
May 20, 2021 and the other related transaction documents by and
between the Company and 3i. In addition to the material
relationship with 3i relating to the Series A Preferred Stock, as
previously disclosed, 3i is also a holder of a secured promissory
note issued by the Company pursuant to a Secured Note Purchase
Agreement and a Security Agreement by and between the Company and
3i, each of which is dated as of November 22, 2022.
Item 3.03. Material Modification to Rights of Security
Holders.
As previously disclosed in Item 1.01, the Company’s Board of
Directors and 3i approved an amendment to the Letter Agreement
dated December 9, 2022, to provide that the term Conversion Price
as defined in the Letter Agreement will continue to be utilized
until terminated by the Company and 3i.
Item 7.01 Regulation FD Disclosure
The Company is announcing its proposed annual budget for the
calendar year. For the year ending December 31, 2023, the Company
anticipates that its annual budget will consist of (1) milestone
payments pursuant to license agreements and, to a lesser extent,
patents of approximately $4,924,000; (2) development costs,
including clinical trial costs, of approximately $10,496,000; and
(3) general and operating expenses of approximately $6,262,000. The
Company’s proposed budget represents its projected total annual
expenditures for the 2023 calendar year, and actual expenses and
payments will differ from month to month due to the timing of
development costs and contractual milestone payments. The Company
intends to finance its budget through the raising of capital; no
assurance can be given that the Company will be able to raise a
sufficient amount of capital to finance its budget for 2023.
This discussion contains forward-looking statements based upon our
current expectations that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in
these forward-looking statements as a result of various factors.
Reference is made to the “Risk Factors” section contained in our
Form 10-K for the year ended December 31, 2022 and other periodic
reports that we file with the Commission.
This information is furnished pursuant to Item 7.01 of Form 8-K and
shall not be deemed to be “filed” for the purposes of Section 18 of
the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that Section, unless we specifically incorporate it
by reference in a document filed under the Securities Act of 1933
or the Securities Exchange Act of 1934. By furnishing this
information on this Current Report on Form 8-K, we make no
admission as to the materiality of any information in this report
that is required to be disclosed solely by reason of Regulation
FD.
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:
January 23, 2023 |
|
|
2
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