0001860657
false
0001860657
2023-07-05
2023-07-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July 5, 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 7.01 Regulation FD Disclosure.
On
July 6, 2023, Allarity Therapeutics, Inc. (the “Company”) issued a press release announcing the pricing of a $11 million
public offering. The closing of the offering is expected to occur on or about July 10, 2023, subject to the satisfaction of customary
closing conditions. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. and
is incorporated herein by reference.
The
information reported under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” and
shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. This Current Report on
Form 8-K will not be deemed an admission as to the materiality of any information contained herein.
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:
July 6, 2023 |
|
|
2
Exhibit 99.1
Allarity Therapeutics, Inc. Announces Pricing
of $11 Million Public Offering
BOSTON, MA (July 6, 2023) — Allarity Therapeutics,
Inc. (Nasdaq: ALLR) (“Allarity” or the “Company”), a clinical-stage pharmaceutical company developing novel oncology
therapeutics together with drug-specific DRP® companion diagnostics for personalized cancer care, today announced the pricing of its
“reasonable best efforts” public offering of 2,444,445 shares of common stock (or common stock equivalents in lieu thereof)
and common warrants to purchase up to 2,444,445 shares of common stock at an effective combined price of $4.50 per share and common warrant
for aggregate gross proceeds of approximately $11 million, before deducting placement agent fees and other offering expenses. The warrants
will have an exercise price of $4.50 per share, will be exercisable immediately and will expire five years from the initial exercise date.
The closing of the offering is expected to occur
on or about July 10, 2023, subject to the satisfaction of customary closing conditions. The Company intends to use a portion of the net
proceeds of this offering to pay account payables and accrued liabilities outstanding, to make payments under certain license agreements,
to pay off a certain outstanding promissory note, to conduct clinical trials, to redeem a portion of its Series A Convertible Preferred
Stock and for working capital and general corporate purposes. In connection with the offering, the Company has agreed to reduce the exercise
price of the outstanding warrants issued in the April 2023 offering to purchase up to 250,000 shares of common stock from $34.00 per share
to $4.50 per share and extend the termination date from April 21, 2028 to July 10, 2028, effective upon the closing of this offering.
A.G.P./Alliance Global Partners is acting as sole
placement agent for the offering.
The securities described above are being offered
pursuant to a registration statement on Form S-1 (File No. 333-272469) previously filed with the Securities and Exchange Commission (SEC)
which became effective on July 5, 2023. The offering is being made only by means of a prospectus forming part of the effective registration
statement. Copies of the preliminary prospectus and, when available, copies of the final prospectus, relating to the offering may be obtained
on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus relating to the offering may be obtained,
when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060,
or by email at prospectus@allianceg.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities
laws of any such state or other jurisdiction.
About Allarity Therapeutics
Allarity Therapeutics, Inc. (Nasdaq: ALLR) develops
drugs for personalized treatment of cancer guided by its proprietary and highly validated companion diagnostic technology, the DRP®
platform. The Company has a mature portfolio of three drug candidates: stenoparib, a PARP inhibitor in Phase 2 development for ovarian
cancer; dovitinib, a pan-tyrosine kinase inhibitor previously developed through Phase 3 in renal cancer; and IXEMPRA® (Ixabepilone),
a microtubule inhibitor approved in the U.S. and marketed by R-PHARM U.S. for the treatment of second-line metastatic breast cancer, and
is currently in Phase 2 development in Europe for the same indication. Additionally, the Company has rights in two secondary assets: 2X-111,
a liposomal formulation of doxorubicin for metastatic breast cancer and/or glioblastoma multiforme (GBM), which is the subject of discussions
for a restructured out-license to Smerud Medical Research International AS; and LiPlaCis®, a liposomal formulation of cisplatin and
its accompanying DRP®, being developed via a partnership with Chosa Oncology AB for late-stage metastatic breast cancer. The Company
is headquartered in the United States and maintains an R&D facility in Hoersholm, Denmark. For more information, please visit the
Company’s website at www.Allarity.com.
About the Drug Response Predictor – DRP ® Companion
Diagnostic
Allarity uses its drug specific DRP to select
those patients who, by the genetic signature of their cancer, are found to have a high likelihood of responding to the specific drug.
By screening patients before treatment, and only treating those patients with a sufficiently high DRP score, the therapeutic response
rate can be significantly increased. The DRP method builds on the comparison of sensitive vs. resistant human cancer cell lines, including
transcriptomic information from cell lines combined with clinical tumor biology filters and prior clinical trial outcomes. DRP is based
on messenger RNA from patient biopsies. The DRP platform has proven its ability to provide a statistically significant prediction of the
clinical outcome from drug treatment in cancer patients in 37 out of 47 clinical studies that were examined (both retrospective and prospective),
including ongoing, prospective Phase 2 trials of Stenoparib and IXEMPRA®. The DRP platform, which can be used in all cancer
types and is patented for more than 70 anti-cancer drugs, has been extensively published in peer reviewed literature.
Allarity Therapeutics, Inc.
| 24 School Street, 2nd Floor | Boston, MA | U.S.A. | NASDAQ: ALLR | www.allarity.com
Follow Allarity on Social Media
Facebook: https://www.facebook.com/AllarityTx
LinkedIn: https://www.linkedin.com/company/allaritytx/
Twitter: https://twitter.com/allaritytx
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide Allarity’s
current expectations or forecasts of future events. The words “anticipates,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predicts,” “project,” “should,” “would”
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements include, but are not limited to, statements related to the Company’s ability to
regain compliance with the Nasdaq Listing Rule, use of proceeds from the offering, that the closing of offering will occur or will occur
on the anticipated closing date, ability to raise capital, statements related to the expected availability capital to fund its anticipated
clinical trials, statements related to advancing dovitinib in combination with another therapeutic candidate or other approved drug, any
statements related to ongoing clinical trials for stenoparib as a monotherapy or in combination with another therapeutic candidate for
the treatment of advanced ovarian cancer, or ongoing clinical trials (in Europe) for IXEMPRA® for the treatment of metastatic breast
cancer, and statements relating to the effectiveness of the Company’s DRP® companion diagnostics platform in predicting whether
a particular patient is likely to respond to a specific drug. Any forward-looking statements in this press release are based on management’s
current expectations of future events and are subject to multiple risks and uncertainties that could cause actual results to differ materially
and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not
limited to, the risk that results of a clinical study do not necessarily predict final results and that one or more of the clinical outcomes
may materially change following more comprehensive reviews of the data, and as more patient data become available, the risk that results
of a clinical study are subject to interpretation and additional analyses may be needed and/or may contradict such results, the receipt
of regulatory approval for dovitinib or any of our other therapeutic candidates or, if approved, the successful commercialization of such
products, the risk of cessation or delay of any of the ongoing or planned clinical trials and/or our development of our product candidates,
the risk that the results of previously conducted studies will not be repeated or observed in ongoing or future studies involving our
therapeutic candidates, and the risk that the current COVID-19 pandemic will impact the Company’s current and future clinical trials
and the timing of the Company’s preclinical studies and other operations. For a discussion of other risks and uncertainties, and
other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements,
see the section entitled “Risk Factors” in our Form S-1 registration statement on file with the Securities and Exchange Commission,
available at the Securities and Exchange Commission’s website at www.sec.gov, and as well as discussions of potential risks, uncertainties
and other important factors in the Company’s subsequent filings with the Securities and Exchange Commission. All information in
this press release is as of the date of the release, and the Company undertakes no duty to update this information unless required by
law.
Company Contact:
Thomas Jensen
Senior V.P. of Investor Relations
investorrelations@allarity.com
U.S. Media Contact:
Mike Beyer
Sam Brown, Inc.
+1 (312) 961-2502
mikebeyer@sambrown.com
EU Media Contact:
Thomas Pedersen
Carrotize PR & Communications
+45 6062 9390
tsp@carrotize.com
Allarity Therapeutics, Inc.
| 24 School Street, 2nd Floor | Boston, MA | U.S.A. | NASDAQ: ALLR | www.allarity.com
v3.23.2
Cover
|
Jul. 05, 2023 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jul. 05, 2023
|
Entity File Number |
001-41160
|
Entity Registrant Name |
ALLARITY THERAPEUTICS, INC.
|
Entity Central Index Key |
0001860657
|
Entity Tax Identification Number |
87-2147982
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
24 School Street
|
Entity Address, Address Line Two |
2nd Floor
|
Entity Address, City or Town |
Boston
|
Entity Address, State or Province |
MA
|
Entity Address, Postal Zip Code |
02108
|
City Area Code |
(401)
|
Local Phone Number |
426-4664
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common Stock, par value $0.0001 per share
|
Trading Symbol |
ALLR
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Allarity Therapeutics (NASDAQ:ALLR)
Historical Stock Chart
From Apr 2024 to May 2024
Allarity Therapeutics (NASDAQ:ALLR)
Historical Stock Chart
From May 2023 to May 2024