Allarity Therapeutics, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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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, 2025

Dear Stockholders:

I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Allarity Therapeutics, Inc. (the “Company,” “we,” “us” or “our”) on Friday, June 13, 2025 at 10:00 a.m., Eastern Time.

As we believe that a virtual meeting format expands stockholder access and participation and improves communications, 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 your questions during the meeting only via live audio webcast by visitingwww.virtualshareholdermeeting.com/ALLR2025. To participate in the meeting, you will need to review the information included on your proxy card. You will not be able to attend the meeting in person.

The Notice of Internet Availability of Proxy Materials (the “Notice Card”) and the 2025 Proxy Statement (the “Proxy Statement”) have been made part of this invitation. Details regarding the Annual Meeting and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice Card and Proxy Statement. You are entitled to vote at our Annual Meeting and any adjournments, continuations or postponements only if you were a stockholder as of April 16, 2025. Holders of our shares of common stock will be entitled to vote on the proposals, as further described in the Proxy Statement.

Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to attend the Annual Meeting online, please vote as promptly as possible by following the instructions in the accompanying Proxy Statement to ensure your representation and the presence of a quorum at the Annual Meeting.

Details regarding logging onto and attending the virtual meeting over the website and the business to be conducted at the Annual Meeting are described in the accompanying Notice Card and Proxy Statement. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. After reading the Proxy Statement, even if you intend to attend the Annual Meeting, we ask that you please promptly vote via the Internet, or as described in the Notice Card, you may request printed proxy materials, in which case you may complete, sign, and return the proxy card in the postage pre-paid envelope accompanying the proxy materials so that it is received prior to the Annual Meeting. If you vote via the Internet, or submit your proxy card, you can still attend the Annual Meeting virtually. Please review the instructions on each of your voting options described in the accompanying Proxy Statement and Proxy Card.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary, or you may also virtually attend the Annual Meeting and vote online during the Annual Meeting.

Our board of directors and management look forward to your attendance at the Annual Meeting.

/s/ Gerald W. McLaughlin

Gerald W. McLaughlin

Chairman of our Board

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Friday, June 13, 2025, 10:00 a.m., Eastern Time

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Allarity Therapeutics, Inc. (the “Company,” “we,” “us” or “our”), will be held on Friday, June 13, 2025, at 10:00 a.m., Eastern Time. The Annual Meeting will be a completely virtual meeting of stockholders via live audio webcast atwww.virtualshareholdermeeting.com/ALLR2025.

Items of Business

Record Date

The record date for the Annual Meeting is April 16, 2025 (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. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to us at investorrelations@allarity.com, stating the purpose of the request and providing proof of ownership of Company Stock.

If you have questions about your stock ownership, you may contact us or our transfer agent, Computershare, at (800) 736-3001.

Voting Your Proxy

Your vote is important. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Stockholders are encouraged to attend, participate in and vote at the Annual Meeting. Whether or not you plan to virtually attend the Annual Meeting, your vote is important. Please promptly vote via the Internet, or as described in the Notice Card, you may request printed proxy materials, in which case you may complete, sign, and return the proxy card in the postage pre-paid envelope accompanying the proxy materials so that it is received prior to the Annual Meeting. As described in the 2025 Proxy Statement (the “Proxy Statement”), you will be able to virtually attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting atwww.virtualshareholdermeeting.com/ALLR2025. To participate in the Annual Meeting, you must have your control number that is shown on your proxy card.

Please refer to the accompanying Proxy Statement for additional details and important information about the Annual Meeting.

By order of the board of directors,

/s/ Gerald W. McLaughlin

Gerald W. McLaughlin

Chairman of our Board

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123 E Tarpon Ave

Tarpon Springs, FL 34689