Allarity Therapeutics, Inc.

PROPOSAL 3

DECREASE OF AUTHORIZED SHARES FROM 750,500,000 TO 250,500,000 AND

DECREASE OF COMMON STOCK FROM 750,000,000 TO 250,000,000

General

Under our Certificate of Incorporation, the total number of shares of all classes of capital stock that we are authorized to issue is 750,500,000 shares, consisting of (i) 750,000,000 shares of common stock, par value $0.0001 per share and (ii) 500,000 shares of preferred stock, par value $0.0001 per share. Our Board has determined that it is advisable to decrease our shares of capital stock form 750,000,000 to 250,500,000 and shares of our common stock from 750,000,000 to 250,000,000 and recommends that our stockholders approve an amendment to our Certificate of Incorporation, to effect the proposed decreases. The full text of the proposed amendment to our Certificate of Incorporation is attached to this Proxy Statement as Appendix A. However, the text of the proposed amendment is subject to revision to include such changes as may be required by the Secretary of State of the State of Delaware and as our Board deems necessary and advisable to effect the proposed amendment to our Certificate of Incorporation. If approved by our stockholders, we intend to file the amendment with the Secretary of State of Delaware as soon as practicable following the Annual Meeting, and the amendment will be effective upon filing. If this proposal is not approved by our stockholders, our Certificate of Incorporation will continue as currently in effect.