Allarity Therapeutics, Inc.

If the proposed amendment is approved and adopted by our stockholders at the Annual Meeting, it will become effective upon filing with the Secretary of State of the State of Delaware our Certificate of Incorporation in substantially the form attached as Appendix A to this Proxy Statement. Subject to the discretion of our Board, which could elect to abandon the amendment at any time before or after stockholder approval, we expect to file the certificate of amendment with the Secretary of State of the State of Delaware as soon as practicable following stockholder approval.

Approval of this proposal requires the affirmative vote of the holders of a majority of outstanding shares of our common stock. This proposal is a routine matter, and brokers and other nominees may generally vote in their discretion on routine matters, and therefore broker non-votes are not expected on this proposal. Abstentions will have the same effect as an “AGAINST” vote on this proposal.

Our Board unanimously recommends a vote FOR the approval of an amendment to our Certificate of Incorporation, to decrease the number of authorized shares from 750,500,000 to 250,500,000 and decrease the number of common stock from 750,000,000 to 250,000,000.