Allarity Therapeutics, Inc.

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

(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):

123 E. Tarpon Ave.

Tarpon Springs, FL 34689

April 30, 2026

Dear Stockholders:

I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Allarity Therapeutics, Inc. (the “Company,” “we,” “us” or “our”) on Friday, June 26, 2026 at 10:00 a.m., Eastern Time.

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 questions during the meeting only via live webcast by visitingh ttps://meetnow.global/MDD 2GAD. To participate in the meeting, you will need the control number included on your proxy card or Notice of Internet Availability of Proxy Materials. You will not be able to attend the meeting in person.

The enclosed Notice of Annual Meeting of Stockholders and this proxy statement describe the matters to be presented for stockholder approval. You are entitled to vote at the Annual Meeting and any adjournments, continuations or postponements thereof only if you were a stockholder of record as of the close of business on May 7, 2026.

Your vote is very important, regardless of the number of shares you hold. Whether or not you expect to attend the Annual Meeting, please vote promptly by following the instructions in these proxy materials so that your shares will be represented at the Annual Meeting.

Our Board of Directors and management appreciate your continued support and look forward to your participation in the Annual Meeting.

/s/ Gerald W. McLaughlin

Gerald W. McLaughlin

Chairman of the Board

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Friday, June 26, 2026, 10:00 a.m., Eastern Time

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Allarity Therapeutics, Inc. (the “Company,” “we,” “us” or “our”) will be held on Friday, June 26, 2026 at 10:00 a.m., Eastern Time, solely by means of remote communication via live webcast athttps://meetnow.global/MDD2GAD.

Items of Business

1. To elect one (1) Class I director, Jesper Hoiland, to serve until the 2029 annual meeting of stockholders or until his successor is 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, 2026 (the “Auditor Ratification Proposal”);

3. To approve an amendment to our Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”), in substantially the form attached to this Proxy Statement as Appendix A, to increase the aggregate number of shares of common stock authorized for grant under the 2021 Plan from 1,521,990 to 2,021,990 (the “2021 Plan Amendment Proposal”);

4. To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement (the “Say-on-Pay Proposal”);

5. To approve, for purposes of Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock pursuant to the Common Stock Purchase Agreement dated January 28, 2026 by and between the Company and Tumim Stone Capital LLC in excess of the Exchange Cap (the “Nasdaq ELOC Proposal”);

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

7. To approve the adjournment of the Annual Meeting, if necessary or advisable, to solicit additional proxies in favor of the Director Proposal, the Auditor Ratification Proposal, the 2021 Plan Amendment Proposal, the Say-on-Pay Proposal, the Nasdaq ELOC Proposal, or the Officer Exculpation 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 May 7, 2026 (the “Record Date”). Only holders of shares of our 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.

Voting Your Proxy

Your vote is important. Whether or not you plan to attend the Annual Meeting, please promptly vote your shares by following the instructions in the Notice of Internet Availability of Proxy Materials. If you attend the virtual Annual Meeting, you may still vote electronically during the meeting even if you previously submitted your proxy.

By order of the Board of Directors,

/s/ Gerald W. McLaughlin

Gerald W. McLaughlin

Chairman of the Board