Allarity Therapeutics, Inc.

DEF 14A 1 ea0208024-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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, Massachusetts 02108

July 1, 2024

Dear Stockholders:

I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Allarity Therapeutics, Inc. (the “Company,” “we,” “us” or “our”) on Friday, July 26, 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 Annual Meeting will be held in a virtual meeting format only.

You or your proxyholder will be able to attend the Annual Meeting, vote, and submit your questions during the meeting only via live audio webcast by visiting https://meetnow.global/MHULKLQ. To participate in the meeting, you will need to review the information included on your proxy card. You will not be able to attend the meeting in person.

The attached Notice of Annual Meeting of Stockholders (the “Notice Card”) and the 2024 Proxy Statement (the “Proxy Statement”) have been made part of this invitation. Details regarding the Annual Meeting and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice Card and Proxy Statement. You are entitled to vote at our Annual Meeting and any adjournments, continuations or postponements only if you were a stockholder as of June 14, 2024.

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 Annual 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 Annual Meeting.

Details regarding logging onto and attending the virtual meeting over the website and the business to be conducted at the Annual Meeting are described in the accompanying Notice Card and Proxy Statement. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. After reading the Proxy Statement, even if you intend to attend the Annual Meeting, we ask that you please promptly vote via the Internet or by telephone, or when you receive a paper proxy card, 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 Annual Meeting virtually. Please review the instructions on each of your voting options described in the accompanying Proxy Statement and Proxy Card.

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, or you may also virtually attend the Annual Meeting and vote online during the Annual Meeting.

Our board of directors and management look forward to your attendance at the Annual Meeting.

/s/ Gerald W. McLaughlin

Gerald W. McLaughlin

Chairman of our Board

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Friday, July 26, 2024, 10:00 a.m., Eastern Time

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Allarity Therapeutics, Inc. (the “Company,” “we,” “us” or “our”), will be held on Friday, July 26, 2024, at 10 a.m., Eastern Time. The Annual Meeting will be a completely virtual meeting of stockholders via live audio webcast athttps://meetnow.global/MHULKLQ.

Items of Business

1. To elect two (2) Class II directors, Gerald W. McLaughlin and Laura E. Benjamin, to serve until the 2027 annual meeting of stockholders or until their respective successors are duly elected and qualified (the “Director Proposal”);

2. To ratify the appointment of Wolf & Company, P.C., as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Independent Auditor Proposal”);

3. To approve an amendment to our Certificate of Incorporation, to decrease the number of authorized shares from 750,500,000 to 250,500,000, and to decrease the number of our common stock from 750,000,000 to 250,000,000, in substantially the form attached to the Proxy Statement as Appendix A (the “Share Decrease Proposal”);

4. To approve an amendment to our Certificate of Incorporation, in substantially the form attached to the Proxy Statement as Appendix B, to, at the discretion of our board of directors, effect a reverse stock split with respect to our issued and outstanding common stock, par value $0.0001 per share, at a ratio between 1-for-5 and 1-for-30, with the board of directors having the discretion as to whether or not the reverse stock split is to be effected, with the exact ratio of any reverse stock split (the “Split Ratio”) to be set within the above range as determined by the board of directors in its discretion, and without a corresponding reduction in the total number of authorized shares of common stock (the “Reverse Stock Split Proposal”);

5. To approve an amendment to our Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”), in substantially the form attached to the Proxy Statement as Appendix C, to increase the aggregate number of shares of common stock authorized for grant under the 2021 Plan from 2,168,330 to 8,565,154 (or the quotient obtained by dividing such number by the Split Ratio, if the Reverse Stock Split Proposal is approved and implemented) (the “2021 Plan Amendment Proposal”);

6. To approve an amendment to our Certificate of Incorporation, in substantially the form attached to the Proxy Statement as Appendix D, to limit the liability of certain officers as permitted by Delaware Law (the “Officer Exculpation Amendment Proposal”);

7. To approve the adjournment of the meeting, if necessary or advisable, to solicit additional proxies in favor of the Director Proposal, the Independent Auditor Proposal, the Share Decrease Proposal, the Reverse Stock Split Proposal, the 2021 Plan Amendment Proposal or the Officer Exculpations Amendment Proposal (the “Adjournment Proposal”);

8. To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

Record Date

The record date for the Annual Meeting is June 14, 2024 (the “Record Date”). Only holders of shares of common stock as of the close of business on the Record Date are entitled to notice of the Annual Meeting and to vote on all business transacted at the Annual Meeting or any continuation, postponement or adjournment thereof. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to us at investorrelations@allarity.com, stating the purpose of the request and providing proof of ownership of Company stock.

If you have questions about your stock ownership, you may contact us or our transfer agent, Computershare, at (800) 736-3001.

Voting Your Proxy

Your vote is important. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Stockholders are encouraged to attend, participate in and vote at the Annual Meeting. Whether or not you plan to virtually attend the Annual Meeting, your vote is important. Please promptly complete and return your signed proxy card in the enclosed envelope or submit your proxy by telephone or via the Internet as described on your proxy card or voting instruction form. As described in the 2024 Proxy Statement (the “Proxy Statement”), you will be able to virtually attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting https://meetnow.global/MHULKLQ. To participate in the Annual Meeting, you must have your control number that is shown on your proxy card.

Please refer to the accompanying Proxy Statement for additional details and important information about the Annual Meeting.

By order of the board of directors,

/s/ Gerald W. McLaughlin

Gerald W. McLaughlin

Chairman of our Board