Allarity Therapeutics, Inc.

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

This 2025 proxy statement (the “Proxy Statement”) includes certain information about Allarity Therapeutics, Inc. (the “Company,” “we,” “us” or “our”), and is being solicited by our board of directors (our “Board”), in connection with our 2025 Annual Meeting of Stockholders to be held virtually on Friday, June 13, 2025 at 10:00 a.m., Eastern Time and any continuation, postponement or adjournment thereof (the “Annual Meeting”). Holders of our shares of common stock will be entitled to vote on the proposals, as further described in the Proxy Statement. You should read this Proxy Statement carefully before voting at the Annual Meeting. For more complete information regarding our 2024 performance, you are encouraged to review our 2024 Annual Report to Stockholders (the “2024 Annual Report”) or our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”).

We are very pleased that the Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted solely online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting:www.virtualshareholdermeeting.com/ALLR2025at the meeting date and time described in the accompanying proxy statement. There is no physical location for the Annual Meeting.

We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and us. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world.

IMPORTANT INFORMATION REGARDING DELIVERY OF PROXY MATERIALS

The Securities and Exchange Commission has adopted rules regarding how companies must provide proxy materials to their stockholders. These rules are often referred to as “notice and access,” under which a company may select either of the following options for making proxy materials available to its stockholders:

A company may use a single method for all of its stockholders, or use full set delivery for some while adopting the notice only option for others.

Full Set Delivery Option

Under the full set delivery option, which we have elected NOT to use for the Annual Meeting, a company delivers all proxy materials to its stockholders by mail as it would have done prior to the change in the rules. In addition to delivery of proxy materials to stockholders, the company must post all proxy materials on a publicly-accessible website and provide information to stockholders about how to access the website.

Notice Only Option

In connection with our Annual Meeting, we have elected to use the notice only option. Under the notice only option, which we have elected to use for the Annual Meeting, a company must post all proxy materials on a publicly-accessible website. Instead of delivering proxy materials to its stockholders, the company instead delivers a “Notice of Internet Availability of Proxy Material.” The notice includes, among other things:

If a stockholder requests paper copies of the proxy materials, these materials must be sent to the stockholder within three business days and by first class mail.

We May Use the Full Set Delivery Option in the Future

Although we have elected to use the notice only option in connection with the Annual Meeting, we may choose to use the full set delivery option in the future. By reducing the amount of materials that a company needs to print and mail, the notice only option provides an opportunity for cost savings as well as conservation of paper products. Many companies that have used the notice only option have also experienced a lower participation rate resulting in fewer stockholders voting at their annual meeting. We plan to continue to evaluate the future possible cost savings as well as the possible impact on stockholder participation as we consider which option we use in the future.

Delivery of Proxy Materials

On or about April 30, 2025, we will begin mailing the Notice Card. Our proxy materials, including the attached Notice of Annual Meeting of Stockholders (the “Notice Card”), this Proxy Statement, and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker, bank, or other nominee), a voting instruction form, and the 2024 10-K, will be made available to stockholders at www.proxyvote.com. Our website is not part of this Proxy Statement; references to our website address in this Proxy Statement are intended to be inactive textual references only.

The outstanding voting securities of the Company include shares of our common stock, of which there were 17,075,338 shares outstanding as of the Record Date. The holders of one-third (33.33%) of the voting power of the stock issued, outstanding and entitled to vote at the Annual Meeting present in person or represented by proxy, are required to hold the Annual Meeting.