Allarity Therapeutics, Inc.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 31, 2025
ALLR$0.91-3.5%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this Annual Report:
(1) Financial Statements
The following financial statements of Allarity, and the Report of Independent Registered Public Accounting Firm, is included at the end of this Annual Report beginning on page F-1:
(2) Financial Statement Schedules
All schedules have been omitted because the required information is included in the financial statements or notes thereto or because they are not required.
(3) Exhibits
The exhibits required by Item 601 of Regulation S-K are listed in subparagraph (b) below.
(b) Exhibits:
The following exhibits are filed as part of this Annual Report.
| Exhibit No. | Description |
| 2.1(e) | Amended and Restated Plan of Reorganization and Asset Purchase Agreement by and among Allarity Therapeutics, Inc. a Delaware corporation, Allarity Acquisition Subsidiary, a Delaware corporation and Allarity Therapeutics A/S, an Aktieselskab organized under the laws of Denmark, dated as of September 23, 2021 |
| 3.1(a) | Certificate of Incorporation of Allarity Therapeutics, Inc. |
| 3.2(b) | Certificate of Amendment to the Certificate of Incorporation of Allarity Therapeutics, Inc. |
| 3.3(c) | Amended and Restated Bylaws of Allarity Therapeutics, Inc. |
| 3.4(m) | Amendment No. 1 to Amended and Restated Bylaws of Allarity Therapeutics, Inc. |
| 3.5(g) | Certificate of Designations of Allarity Therapeutics, Inc. relating to the Series A Convertible Preferred Stock |
| 3.6(q) | Amendment to Certificate of Designation of the Series A Convertible Preferred Stock |
| 3.7(q) | Certificate of Designation of the Series B Preferred Stock |
| 3.8(s) | Certificate of Designation of the Series C Preferred Stock |
| 3.9(s) | Certificate of Amendment to Certificate of Designation of Series C Preferred Stock |
| 3.10(u) | Second Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc. |
| 3.11(v) | Third Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc. |
| 3.12(aa) | Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock of Allarity Therapeutics, Inc. |
| 3.13(bb) | First Certificate of Amendment to Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock |
| 3.14(cc) | Fourth Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc. |
| 3.15(dd) | Second Amendment to Certificate of Designation (Series A Preferred Stock) |
| 3.16(ff) | Third Certificate of Amendment to Certificate of Designation (Series A Preferred Stock) |
| 3.17(hh) | Fourth Certificate of Amendment (Series A Preferred Stock) |
| 3.18(jj) | Fifth Certificate of Amendment (Series A Preferred Stock) |
| 3.19(ll) | Sixth Certificate of Amendment (Series A Preferred Stock) |
| 3.20(pp) | Form of Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Redeemable Preferred Stock |
| 3.21(qq) | Sixth Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc. |
| 3.22(qq) | Seventh Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc. |
| 3.23(rr) | Certificate of Correction to the Seventh Certificate of Amendment to the Certificate of Incorporation of Allarity Therapeutics, Inc. |
| 4.2(aa) | Warrant to Purchase Common Stock (3i, LP) |
| 4.3(aa) | Form of Pre-Funded Warrant (April 2023) |
| 4.4(aa) | Form of Common Warrant (April 2023) |
| 4.5(aa) | Modification and Exchange Warrant |
| 4.6(ee) | Form of Pre-Funded Warrant (July 2023) |
| 4.7(ee) | Form of Common Warrant (July 2023) |
| 4.8(ff) | Form of Amended and Restated Common Stock Purchase Warrant (July 2023) |
| 4.9(gg) | Form of New Warrant |
| 4.10(nn) | Form of Pre-Funded Warrant |
| 4.11(nn) | Form of Series A Common Warrant |
| 4.12(nn) | Form of Series B Common Warrant |
| 4.13(jj) | Senior Convertible Note |
| 4.14(ll) | Senior Convertible Note, dated as of February 13, 2024 |
| 10.1#(e) | Allarity Therapeutics, Inc. 2021 Equity Incentive Plan |
| 10.2†(a) | Exclusive License Agreement between Oncology Venture A/S and Smerud Medical Research International As Dated as of June 26, 2020 |
| 10.3†(a) | Amended and Restated License Agreement between Allarity Therapeutics A/S and LiPlasome Pharma ApS, dated January 2021 |
| 10.4†(a) | Exclusive License Agreement between Oncology Venture, APS and 2-BBB Medicines BV, dated as of March 27, 2017 |
| 10.5†(c) | Development, Option and License Agreement between Oncology Venture ApS and R-Pharm US Operating LLC, dated March 1, 2019 |
| 10.6†(c) | Exclusive License Agreement between Oncology Venture, ApS and Eisai, Inc., dated as of July 6, 2017 |
| 10.7†(c) | License Agreement between Novartis Pharma Ag and Oncology Venture, ApS, dated April 6, 2018 |
| 10.8+(a) | Securities Purchase Agreement dated May 20, 2021 between Allarity Therapeutics, Inc. and 3i, LP |
| 10.9(a) | Registration Rights Agreement dated May 20, 2021 between Allarity Therapeutics, Inc. and 3i, LP |
| 10.10†(a) | Asset Purchase Agreement dated July 23, 2021 between Allarity Therapeutics A/S and Lantern Pharma Inc. |
| 10.11(c) | First Amendment to the Exclusive License Agreement between Eisai and Allarity Therapeutics A/S dated December 20, 2020. |
| 10.12(d) | Second Amendment to Exclusive License Agreement between Oncology Venture, ApS and Eisai, Inc. dated as of August 3, 2021. |
| 10.13#(f) | Employment Agreement by and between Allarity Therapeutics, Inc. and James G. Cullem |
| 10.14#(f) | Employment Agreement by and between Allarity Therapeutics, Inc. and Marie Foegh, M.D. |
| 10.15(h) | Asset Purchase Agreement between Allarity Therapeutics, Inc. and Allarity Therapeutics A/S dated December 17, 2021 |
| 10.16(k) | Assignment and Assumption Agreement between Allarity Therapeutics, Inc. and Allarity A/S |
| 10.17†(k) | Exclusive License Agreement with Oncoheroes Bioscience, Inc. dated January 2, 2022 (Stenoparib) |
| 10.18†(k) | Exclusive License Agreement with Oncoheroes Bioscience, Inc. dated January 2, 2022 (Dovitinib) |
| 10.19†(k) | Amended and Restated License Agreement among Allarity Therapeutics Europe ApS, LiPlasome Pharma ApS, and Chosa ApS dated March 28, 2022 |
| 10.20†(k) | Support Agreement between Allarity Therapeutics A/S and LiPlasome Pharma ApS, dated March 28, 2022 |
| 10.21(i) | First Amendment to License Agreement between Novartis Pharma Ag and Allarity Therapeutics Europe ApS |
| 10.22(i) | Convertible Promissory Note |
| 10.23(j) | Forbearance Agreement and Waiver |
| 10.24(l) | First Amendment to Forbearance and Waiver |
| 10.25†#(o) | Separation Agreement with Steve Carchedi |
| 10.26†#(o) | Separation Agreement with Jens Knudsen |
| 10.27(o) | Second Amendment to Development Option & License Agreement |
| 10.28†(p) | Second Amendment to License Agreement with Novartis Pharma AG |
| 10.29(q) | Secured Note Purchase Agreement |
| 10.30(q) | Form of Secured Promissory Note |
| 10.31(q) | Security Agreement |
| 10.32#(r) | Employment Agreement with James G. Cullem |
| 10.33#(r) | Employment Agreement with Joan Brown |
| 10.34(t) | Letter Agreement with 3i, LP dated December 8, 2022 |
| 10.35(t) | Letter Agreement with 3i, LP dated January 23, 2023 |
| 10.36+(s) | Form of Securities Purchase Agreement Series C Preferred Stock |
| 10.37(s) | Form of Registration Rights Agreement |
| 10.38(s) | Limited Waiver Agreement |
| 10.39(aa) | Form of Securities Purchase Agreement (April Offering) |
| 10.40(y) | Form of Lock-Up Agreement (April Offering) |
| 10.41(z) | First Amendment to Secured Note Purchase Agreement |
| 10.42(z) | First Amendment to Security Agreement |
| 10.43(z) | Form of Secured Promissory Note (2023) |
| 10.44(aa) | Secured Promissory Note |
| 10.45(aa) | Modification and Exchange Agreement |
| 10.46(aa) | Cancellation of Debt Agreement |
| 10.47(aa) | First Amendment to Registration Rights Agreement |
| 10.48(aa) | Limited Waiver Agreement |
| 10.49(bb) | Amendment to Modification and Exchange Agreement |
| 10.50(ee) | Form of Securities Purchase Agreement |
| 10.51(bb) | Fourth Amendment to the Exclusive License Agreement with Eisai, Inc. |
| 10.52(ee) | Third Amendment to the Exclusive License Agreement with Eisai, Inc. |
| 10.53(ee) | Form of Limited Waiver and Amendment Agreement |
| 10.54(ee) | 3i, LP – Limited Waiver and Amendment Agreement |
| 10.55(dd) | June 2023 Secured Note Purchase Agreement |
| 10.56(dd) | Security Agreement |
| 10.57(dd) | Secured Promissory Note |
| 10.58(ee) | Form of Lock-Up Agreement |
| 10.59(gg) | Form of Inducement Letter |
| 10.60(gg) | Limited Waiver between the Company and 3i, LP |
| 10.61(nn) | Form of Securities Purchase Agreement |
| 10.62(mm) | Form of Lock-Up Agreement |
| 10.64(jj) | Securities Purchase Agreement, dated as of January 18, 2024, by and between the Company and the Purchaser listed on the signature page attached thereto |
| 10.65(kk) | Amendment to Securities Purchase Agreement, dated as of January 25, 2024, by and between the Company and the Purchaser listed on the signature page attached thereto |
| 10.66(ll) | Limited Waiver Agreement, dated as of February 13, 2024, by and between the Company and the Purchaser listed on the signature page attached thereto |
| 10.67(oo) | Amendment to Senior Convertible Notes |
| 10.68(ss) | Consulting Agreement (James G. Cullem) |
| 10.69(ss) | Confidential Settlement Agreement and General Release (James G. Cullem) |
| 10.70(tt) | First Comprehensive Amendment to At-The-Market Issuance Sales Agreement, dated May 17, 2024 |
| 10.71(uu) | Management Services Agreement, effective as of June 1, 2024 |
| 10.72(pp) | Form of Securities Purchase Agreement between the Company and the investors thereto, dated August 19, 2024 |
| 10.73(pp) | Form of Registration Rights Agreement by and among the Company and the investors named therein, dated August 19, 2024 |
| 10.74 | Fifth Amendment to Exclusive License Agreement with Eisai, Inc. |
| 10.75(pp) | Sixth Amendment to Exclusive License Agreement with Eisai, Inc. |
| 10.76(vv) | Second Amendment to At-The-Market Issuance Sales Agreement, dated September 9, 2024 |
| 10.77(vv) | Employment Agreement, dated as of September 12, 2024, by and between Allarity Therapeutics, Inc., and Alexander Epshinsky. |
| 10.78(ww) | Employment Agreement, dated as of September 30, 2024, by and between Allarity Therapeutics, Inc., and Jeremy R. Graff. |
| 16(n) | Letter from Marcum, LLP dated August 23, 2022, regarding Change in Independent Registered Public Accounting Firm |
| 19 | Policy on Insider Trading |
| 21(xx) | Subsidiaries of the Registrant |
| 31.1 | Certifications of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act |
| 31.2 | Certifications of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act |
| 32.1* | Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act |
| 32.2* | Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act |
| 97(xx) | Allarity Therapeutics, Inc. Clawback Policy |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) |
| (a) | Incorporated by reference from the Registration Statement on Form S-4 filed with the SEC on August 20, 2021. |
|---|---|
| (b) | Incorporated by reference from Amendment No. 1 to Registration Statement on Form S-4 refiled with the SEC on October 20, 2021. |
| (c) | Incorporated by reference from Amendment No. 2 to Registration Statement on Form S-4 refiled with the SEC on October 20, 2021. |
| (d) | Incorporated by reference from Amendment No. 4 to Registration Statement on Form S-4 filed with the SEC on November 2, 2021. |
| (e) | Incorporated by reference from Amendment No. 2 to Registration Statement on Form S-1 filed with the SEC on December 6, 2021. |
| (f) | Incorporated by reference from Form 8-K filed with the SEC on December 10, 2021. |
| (g) | Incorporated by reference from Form 8-K filed with the SEC on December 20, 2021. |
| (h) | Incorporated by reference from Form 8-K filed with the SEC on December 22, 2021. |
| (i) | Incorporated by reference from Form 8-K filed with the SEC on April 18, 2022. |
| (j) | Incorporated by reference from Form 8-K filed with the SEC on May 6, 2022. |
|---|---|
| (l) | Incorporated by reference from Form 8-K filed with the SEC on June 10, 2022. |
| (m) | Incorporated by reference from Form 8-K filed with the SEC on July 11, 2022. |
| (n) | Incorporated by reference from Form 8-K filed with the SEC on August 12, 2022, as amended on August 24, 2022. |
| (o) | Incorporated by reference from Form 10-Q filed with the SEC on October 7, 2022. |
| (p) | Incorporated by reference from Form 8-K filed with the SEC on September 30, 2022. |
| (q) | Incorporated by reference from Form 8-K filed with the SEC on November 25, 2022. |
| (r) | Incorporated by reference from Form 8-K filed with the SEC on January 19, 2023. |
| (s) | Incorporated by reference from Form 8-K filed with the SEC on February 28, 2023. |
| (u) | Incorporated by reference from Form 8-K filed with the SEC on March 20, 2023. |
| (v) | Incorporated by reference from Form 8-K filed with the SEC on March 24, 2023. |
| (x) | Incorporated by reference from Form S-1 filed with the SEC on March 14, 2023. |
| (y) | Incorporated by reference from Form S-1 filed with the SEC on March 28, 2023. |
| (z) | Incorporated by reference from Form 8-K filed with the SEC on April 12, 2023. |
| (aa) | Incorporated by reference from Form 8-K filed with the SEC on April 25, 2023. |
| (bb) | Incorporated by reference from Form 8-K filed with the SEC on June 1, 2023. |
| (cc) | Incorporated by reference from Form 8-K filed with the SEC on June 28, 2023. |
| (dd) | Incorporated by reference from Form 8-K filed with the SEC on June 30, 2023. |
| (ee) | Incorporated by reference from Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on June 30, 2023. |
| (ff) | Incorporated by reference from Form 8-K filed with the SEC on July 11, 2023. |
| (gg) | Incorporated by reference from Form 8-K filed with the SEC on September 15, 2023. |
| (hh) | Incorporated by reference from Form 8-K filed on September 27, 2023. |
| (ii) | Incorporated by reference from Form S-1 filed on October 30, 2023. |
| (jj) | Incorporated by reference from Form 8-K filed with the SEC on January 19, 2024. |
| (kk) | Incorporated by reference from Form 8-K filed with the SEC on January 25, 2024. |
| (ll) | Incorporated by reference from Form 8-K filed with the SEC on February 14, 2024. |
| (mm) | Incorporated by reference from Amendment No. 3 to Registration Statement on Form S-1 filed with the SEC on December 15, 2023. |
| (nn) | Incorporated by reference from Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on December 5, 2023. |
| (oo) | Incorporated by reference from Form 8-K filed with the SEC on March 1, 2024. |
| (pp) | Incorporated by reference from Form 8-K filed with the SEC on August 21, 2024. |
| (qq) | Incorporated by reference from Form 8-K filed with the SEC on September 9, 2024. |
| (rr) | Incorporated by reference from Form 8-K filed with the SEC on September 10, 2024. |
| (ss) | Incorporated by reference from Form 8-K filed with the SEC on May 14, 2024. |
| (tt) | Incorporated by reference from Form 8-K filed with the SEC on May 21, 2024. |
| (uu) | Incorporated by reference from Form 8-K filed with the SEC on June 6, 2024. |
| (vv) | Incorporated by reference from Form 8-K filed with the SEC on September 13, 2024. |
| (ww) | Incorporated by reference from Form 8-K filed with the SEC on October 4, 2024. |
| * | Furnished herewith. |
| † | Certain portions of this exhibit were omitted because they are not material and would likely cause competitive harm to the registrant if disclosed. |
| # | Indicates a management contract or compensatory plan or arrangement. |
| + | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
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