Item
1.01 Entry into a Material Definitive Agreement.
Securities
Purchase Agreement
On
February 28, 2023, Allarity Therapeutics, Inc. (the “Company,” “we” or “us”) entered into a Securities
Purchase Agreement (the “SPA”) with an accredited investor (the “Purchaser”) for the purchase and sale of 50,000
shares of Series C Convertible Redeemable Preferred
Stock, par value of $0.0001 per share (the “Series C Preferred Stock”), at a
purchase price of $24.00 per share, for a subscription receivable in the aggregate amount equal to the total purchase price of
$1.2 million (the “Offering”).
The
50,000 shares of Series C Preferred Stock (the “Shares”) are convertible into shares of the Company’s common stock,
$0.0001 per share (the “Common Stock”) subject to the terms of the COD (as defined below). The
SPA includes customary representations, warranties and covenants by the Company and the Purchaser, and customary conditions to closing. The
Offering closed on February 28, 2023.
Registration Rights
Agreement
In
connection with the Offering, concurrently with the SPA, the Company entered into a registration rights agreement with the Purchaser (the
“RRA”) pursuant to which the Company is required to file a registration statement with the Securities and Exchange
Commission (the “SEC”) to register for resale the shares of Common Stock that are issued upon the potential conversion of
the Shares. Under the terms of the RRA, if we fail file an Initial Registration Statement (as defined
in the RRA) on or prior to its Filing Date (as defined in the RRA), or fail to maintain the effectiveness of the registration statement
beyond defined allowable grace periods set forth in the RRA, we will incur certain registration delay payments, in cash and as partial
liquidated damages and not as a penalty, equal to 2.0% of the Purchaser’s subscription amount of the Shares pursuant to the SPA.
In addition, if we fail to pay any partial liquidated damages in full within seven (7) days after the date payment, we will have to pay
interest at a rate of 18.0% per annum, accruing daily from the date such partial liquidated damages are due until such amounts, plus all
such interest thereon, are paid in full. The Company has also agreed to pay all fees and expenses incident to the performance of the RRA,
except for any broker or similar commissions.
The
Company has also agreed to provide the Purchaser with customary indemnification under the SPA and the RRA.
Limited
Waiver Agreement
In
connection with the Offering, the Company and the Purchaser entered into a limited waiver agreement (the “Waiver”) pursuant
to which the Purchaser confirmed that the sale and issuance of the Shares will not give rise to any, or trigger any, rights of termination,
defaults, amendment, anti-dilution or similar adjustments, acceleration or cancellation under the Investor Documents.
Material Relationship
The
Purchaser and the Company are parties to (i) a Securities Purchase Agreement and a Registration
Rights Agreement, each dated May 20, 2021, relating to the purchase and sale of 20,000 shares of Series A Convertible Preferred Stock,
and common stock purchase warrants (collectively, the “PIPE Documents”), and (ii) the Secured Note Purchase Agreement, dated
November 22, 2022 and Security Agreement relating the issuance and sale of three secured promissory notes to the Purchaser (together with
the PIPE Documents, the “Investor Documents”).
The
forgoing descriptions of the SPA, the RRA and the Waiver are qualified in their entirety by reference to the form of the SPA, the RRA
and the Waiver filed hereto as Exhibits 10.1, 10.2 and 10.3 respectively, and incorporated herein by reference.