Allarity Therapeutics, Inc.

EIGHTH CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

ALLARITY THERAPEUTICS, INC.

Allarity Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the “Corporation”), does hereby certify that:

1. This Eighth Certificate of Amendment to Certificate of Incorporation (this “Eighth Amendment”) amends certain provisions of the Corporation’s original Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April 6, 2021, as amended by that certain Certificate of Amendment filed on August 5, 2021, and as further amended by that certain Second Certificate of Amendment filed on March 20, 2023, and as further amended by that certain Third Certificate of Amendment filed on March 23, 2023, and as further amended by that certain Fourth Certificate of Amendment filed on June 28, 2023, and as further amended by that certain Fifth Certificate of Amendment filed on April 4, 2024, and as further amended by that certain Sixth Certificate of Amendment filed on September 9, 2024, and as further amended by that certain Seventh Certificate of Amendment filed on September 9, 2024 (as amended, the “Certificate of Incorporation”).

2. The board of directors of the Corporation, acting in accordance with the provisions of Sections 141(f) and 242 of the General Corporation Law of the State of Delaware (the “DGCL”), has duly adopted resolutions approving the amendment set forth in this Eighth Amendment, declaring said amendment to be advisable and in the best interests of the Corporation and its stockholders, and directing that such amendment be considered for stockholder approval at the Annual Meeting of Stockholders held on June 26, 2026 (the “Annual Meeting”), which meeting was noticed and has been held in accordance with Section 222 of the DGCL.

3. This Eighth Amendment was duly adopted by the affirmative vote of the holders of the 66-2/3% of outstanding common stock, in accordance with the provisions of Section 242 of the DGCL, and Articles FIFTH and TWELFTH of the Certificate of Incorporation.

4. Resolutions were duly adopted by the board of directors of the Corporation, in accordance with the provisions of the Certificate of Incorporation set forth below, providing that, effective as of [] p.m., New York time, on [], 2026, or as soon as practicable thereafter, the liability of the directors and officers for monetary damages shall be eliminated to the fullest extent under applicable law.

5. The Certificate of Incorporation is hereby amended by deleting Article EIGHTH thereof, and replacing in their entirety the following paragraphs:

“EIGHTH: The liability of the directors and officers for monetary damages shall be eliminated to the fullest extent under applicable law.

To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Company (and any other persons to which applicable law permits the Company to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise in excess of the indemnification and advancement otherwise permitted by such applicable law. If applicable law is amended after approval by the stockholders of this Article EIGHTH to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer to the Company shall be eliminated or limited to the fullest extent permitted by applicable law as so amended.

Any repeal or modification of this Article EIGHTH shall only be prospective and shall not affect the rights or protections or increase the liability of any director or officer under this Article EIGHTH in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.”

6. Except as set forth in this Eighth Amendment, the Certificate of Incorporation remains in full force and effect.

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IN WITNESS WHEREOF, the Corporation has caused this Eighth Amendment to be duly executed in its name and on its behalf by a duly authorized officer of the Corporation on this [] day of [], 2026.

[SIGNATURE PAGE TO EIGHTH CERTIFICATE OF AMENDMENT]

01 - Jesper Hoiland 1 U P X For Withhold A Proposals — The Board of Directors recommends a vote FOR the nominee listed and FOR Proposals 2 – 7. 04A3JC 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”) 1. To elect one (1) Class I director to serve until the 2029 annual meeting of stockholders or until his successor is duly elected and qualified (the “Director Proposal”); For Against Abstain For Against Abstain 4. To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement (the “Sayon- 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”) Annual Meeting Proxy Card Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 1234 5678 9012 345 6 8 8 1 3 4 If no electronic voting, delete QR code and control # 000001 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE SACKPACK C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 J N T Online Go to www.investorvote.com/ALLR or scan the QR code — login details are located in the shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/ALLR

Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at http://www.investorvote.com/ALLR Notice of the Annual Meeting of Stockholders Proxy Solicited by Board of Directors for Annual Meeting — June 26, 2026 Thomas H. Jensen and Jeffrey S. Ervin, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Allarity Therapeutics, Inc. to be held on June 26, 2026 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the Class I Director Nominee in Proposal 1, and FOR Proposals 2 through 7. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) Allarity Therapeutics, Inc. IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The proxy materials are available at: https://www.edocumentview.com/ALLR 2026 Annual Meeting of Allarity Therapeutics, Inc. Stockholders The 2026 Annual Meeting of Stockholders of Allarity Therapeutics, Inc. will be held on June 26, 2026 at 10:00 A.M. ET, virtually via the Internet at meetnow.global/MDD2GAD To access the virtual Annual Meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Annual Meeting Admission Ticket 2026 Annual Meeting of Allarity Therapeutics, Inc. Stockholders The 2026 Annual Meeting of Stockholders of Allarity Therapeutics, Inc. will be held on June 26, 2026 at 10:00 A.M. ET, virtually via the Internet at meetnow.global/MDD2GAD You are cordially invited to attend the virtual Annual Meeting of Stockholders of Allarity Therapeutics, Inc., via the Internet. It is important that your shares are represented at the Annual Meeting. Even if you plan to attend the Annual Meeting live via the Internet, we hope that you will promptly vote and submit your proxy by dating, signing, and returning the enclosed proxy card if you receive a paper proxy card, or vote via the Internet. This will not limit your rights to attend or vote during the Annual 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.