Proxy
Statement Supplement
January 23, 2023
On
December 6, 2022, Allarity Therapeutics, Inc. (the “Company”) filed its definitive proxy statement (the “Proxy Statement”)
and related form of proxy card for the 2023 Annual Meeting of Stockholders to be held virtually on Thursday, January 19, 2023 (“Annual
Meeting”) with the Securities and Exchange Commission (the “SEC”). On or about December 9, 2022, the Notice of Internet
Availability of Proxy Materials were mailed to our stockholders of record as of December 6, 2022. The Company is providing this supplement
to update the Proxy Statement in light of recent events as described below and in the Current Report on Form 8-Ks filed with the SEC
in connection with such events (“Recent Events”). The Company filed Current Reports on Form 8-K with the SEC on January
18, 2023, January 19, 2023, January 20, 2023 and January 23, 2023 (the “Form 8-Ks”) to disclose the Recent Events and the
current number of outstanding shares of common stock, and is providing them as part of this supplement. This supplement does not provide
all of the information that you should read and consider before voting on all of the proposals that are being presented to stockholders
for their vote at the Annual Meeting. Additional information is contained in the Proxy Statement. To the extent that the information
in this supplement differs from, updates or conflicts with the information contained in the Proxy Statement, the information in this
supplement shall amend and supersede the information in the Proxy Statement. Except as so amended or superseded, all information set
forth in the Proxy Statement remains unchanged and important for your consideration before voting. Accordingly, we encourage you to read
this supplement carefully and in its entirety, together with the Proxy Statement.
Adjournment
of Annual Meeting until February 3, 2023
On
January 19, 2023 at the Annual Meeting, the 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 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.
Resignation
of Directors and New Appointments
On January
19, 2023, Duncan Moore and Gail Maderis resigned as directors of the Board of Directors (the “Board”), including their positions
on the Board committees. 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 were 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). In addition, Gerald McLaughlin, a current director, was appointed as chairperson of the Board and as a member of the
Nominating and Corporate Governance Committee (“Nominating Committee”). David Roth, a current director, was appointed as a
member of and chairperson of the Compensation Committee, and a member of the Nominating Committee and Audit Committee . After giving effect
to the resignations and new committee appointments, the Audit Committee, Compensation Committee and the Nominating Committee each currently
consists of three members.
Extension of Letter
Agreement with 3i, LP
As previously
disclosed on Form 8-K filed with the SEC, in December 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 that the Conversion Price will remain in effect until terminated
by the Company and 3i.
New
Employment Agreements
On
January 12, 2023, upon the approval of the Compensation Committee of the Board, 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.
Below are the Form 8-Ks which
are part of this Supplement.
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 13, 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 8.01 Other Events
As of January 13, 2023, the
Company had 18,367,757 shares of common stock outstanding. Since December 2021, the Company has issued 10,291,933 shares of common stock
as a result of exercise of conversions of 6,965 shares of Series A Preferred Stock. As of January 13, 2023, there were 13,035 shares of
Series A Preferred Stock issued and outstanding.
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 17, 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.