Allarity Therapeutics, Inc.

DEF 14A 1 ea0200572-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act Of 1934

(Amendment No. )

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

24 School Street, 2 nd Floor

Boston, MA 02108

Dear Stockholders:

You are cordially invited to attend our virtual Special Meeting of Stockholders of Allarity Therapeutics, Inc. (the “Special Meeting”). The Special Meeting will be held on Monday, April 1, 2024, at 10:00 a.m. Eastern Time.

As we believe that a virtual meeting format expands stockholder access and participation and improves communications, the Special Meeting will be held in a virtual meeting format only.

You or your proxyholder will be able to attend the Special Meeting, vote, and submit your questions during the meeting only via live audio webcast by visiting https://meetnow.global/MFCDWVA. To participate in the meeting, you will need to review the information included in the accompanying proxy statement (the “Proxy Statement”) or on your proxy card that we have mailed to you. You will not be able to attend the meeting in person.

The accompanying notice of the Special Meeting (the “Notice of Special Meeting”) and the Proxy Statement have been made part of this invitation. Details regarding the Special Meeting and the business to be conducted at the Special Meeting are more fully described in the accompanying Notice of Special Meeting and Proxy Statement. You are entitled to vote at our Special Meeting and any adjournments, continuations or postponements only if you were a stockholder as of February 21, 2024, and entitled to vote as of such date, as described in the accompanying Proxy Statement. Holders of Common Stock and Series A Convertible Preferred Stock will be entitled to vote together, as a single class, only on Proposal 1 (Amendment to the 2021 Plan Proposal), Proposal 2 (Reverse Stock Split Proposal) and Proposal 3 (Adjournment Proposal), as further described in the accompanying Proxy Statement. No other matters may be brought before the Special Meeting.

Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to attend the Special Meeting online, please vote as promptly as possible by following the instructions in the accompanying Proxy Statement to ensure your representation and the presence of a quorum at the Special Meeting.

Details regarding logging onto and attending the virtual meeting over the website and the business to be conducted at the Special Meeting are described in the accompanying Notice of Special Meeting and Proxy Statement. Whether or not you attend the Special Meeting, it is important that your shares be represented and voted at the Special Meeting. After reading the Proxy Statement, even if you intend to attend the Special Meeting, we ask that you please promptly vote via the Internet or by telephone, or please promptly submit your proxy by dating, signing, and returning the enclosed proxy card in the enclosed postage-prepaid envelope, to ensure that your votes are counted. If you vote via the Internet, vote by telephone, or submit your proxy card, you can still attend the Special Meeting virtually. Please review the instructions on each of your voting options described in the accompanying Proxy Statement.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary.

The Board of Directors and management of Allarity Therapeutics, Inc. look forward to your attendance at the Special Meeting.

24 School Street, 2 nd Floor

Boston, MA 02108

Notice of Special Meeting of Stockholders

To Be Held on April 1, 2024

Dear Stockholders:

Notice is hereby given that the Special Meeting of Stockholders of Allarity Therapeutics, Inc., a Delaware corporation (the “Special Meeting”), will be held on Monday, April 1, 2024, at 10:00 a.m. Eastern Time and it will be a completely virtual meeting of stockholders via live audio webcast athttps://meetnow.global/MFCDWVA. Only stockholders of record of our outstanding shares of Common Stock and Series A Convertible Preferred Stock (“Series A Preferred Stock”) on February 21, 2024 (the “Record Date”) will be entitled to vote at the Special Meeting and any adjournments, continuations or postponements thereof that may take place. Holders of our shares of Common Stock and Series A Preferred Stock will be entitled to vote, together as a single class, on Proposal 1 (Amendment to the 2021 Plan Proposal), Proposal 2 (Reverse Stock Split Proposal) and Proposal 3 (Adjournment Proposal). We are holding the Special Meeting for the following purposes, which are more fully described in the accompanying Proxy Statement:

1. To approve an amendment to the Allarity Therapeutics, Inc. 2021 Equity Incentive Plan, a copy of such amended and restated plan is included as Appendix A to the Proxy Statement (the “2021 Plan”), to increase the aggregate number of shares of common stock authorized for issuance by 1,000,000 shares (the “Amendment to the 2021 Plan Proposal”);

2. To approve an amendment to our Certificate of Incorporation, as amended, in substantially the form attached to the Proxy Statement as Appendix B, to, at the discretion of the Board of Directors of the Company (the “Board”), effect a reverse stock split with respect to the Company’s issued and outstanding common stock, par value $0.0001 per share, at a ratio between 1-for-5 and 1-for-20 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board (the “Reverse Stock Split Proposal”) and included in a public announcement; and

3. To approve the adjournment of the meeting, if necessary or advisable, to solicit additional proxies in favor of the Reverse Stock Split Proposal (“Adjournment Proposal”).

If you are a stockholder of record, you will be able to attend and participate in the Special Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting https://meetnow.global/MFCDWVA. To participate in the Special Meeting, you must have your control number that is shown on your proxy card. Further information about how to attend the Special Meeting online, vote your shares online during the meeting, and submit questions online during the Special Meeting is included in the Proxy Statement.

The Board has fixed the close of business on February 21, 2024 as the Record Date for the Special Meeting. Only holders of our Common Stock and Series A Preferred Stock of record on the Record Date are entitled to receive Notice of the Special Meeting and Proxy Statement, and only such stockholders, or their legal proxy holders, are entitled to vote at the Special Meeting or at any postponements, or continuations, or adjournments of the Special Meeting. Shares of Common Stock and Series A Preferred Stock will be entitled to vote on the Reverse Stock Split Proposal, and Adjournment Proposal. No other matter will be presented at the Special Meeting. A complete list of registered stockholders entitled to vote at the Special Meeting will be available for inspection at our offices during regular business hours for the ten (10) calendar days prior to the Special Meeting and online during the Special Meeting.

If you have questions about your stock ownership, you may contact us or our transfer agent, Computershare, at (866) 641-4276.

It is important that your shares are represented at the Special Meeting. Whether or not you expect to participate in the virtual Special Meeting, we hope that you will promptly vote and submit your proxy by dating, signing, and returning the enclosed proxy card, or vote via the Internet or by telephone. This will not limit your rights to attend or vote during the Special Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other agent and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to Be Held on April 1, 2024:

The Notice of the Special Meeting and Proxy Statement are electronically available athttp://www.edocumentview.com/ALLR