Allarity Therapeutics, Inc.

NOTES TO FINANCIAL STATEMENTS

(in thousands, except for share and per share data and where otherwise noted)

1. Organization and Description of Business

Allarity Therapeutics, Inc. and Subsidiaries (the “Company”) is a clinical stage pharmaceutical company that develops drugs for the personalized treatment of cancer using drug specific companion diagnostics generated by its proprietary drug response predictor technology, DRP®. Additionally, the Company, through its Danish subsidiary, Allarity Denmark (previously Oncology Venture ApS), specializes in the research and development of anti-cancer drugs.

The Company’s principal operations are located at Venlighedsvej1, 2970 Horsholm, Denmark. The Company’s business address in the United States is located at123 E. Tarpon Ave., Tarpon Springs, FL34689.

Liquidity

The Company has incurred significant losses and has an accumulated deficit of $130.2 million. Since inception, the Company's operations have been funded primarily through proceeds received from its collaboration arrangements, sale of equity and debt securities, and the proceeds from the exercise of warrants. The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects to continue to incur substantial losses for the next several years as it continues to fully develop and prepare regulatory filings and obtain regulatory approvals for its existing and new product candidates. The Company's estimates its current cash of $14.7 million, based on the Company's current operating plan, is sufficient to enable the Company to fund its activities through at least the next12 months from the date of this report on Form10-K.

The Company is subject to industry risks and the expenses associated with any company performing research and development. There isno guarantee that our research and development projects will succeed, that developed products will secure necessary regulatory approvals, or that any approved products will be commercially successful. Furthermore, our industry is characterized by rapid technological advancements, and we heavily rely on the expertise of our employees and consultants. If we fail to achieve profitability or sustain it over time, we* may*be unable to maintain our operations at current levels and could be forced to scale back our activities.

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2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared on an accrual basis of accounting, in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the ASC and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries:

All intercompany transactions and balances, including unrealized profits from intercompany sales, have been eliminated upon consolidation.

Use of Estimates

The preparation of Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting years. Significant estimates and assumptions reflected in these consolidated financial statements include, but arenot limited to, the fair value of the Series A preferred shares, warrants,3i Exchange Warrants, convertible debt, and the accrual for research and development expenses, share based compensation expense, and income tax uncertainties and valuation allowances. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed considering reasonable changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known and if material, their effects are disclosed in the notes to the consolidated financial statements. Actual results could differ from those estimates or assumptions.

Risks and Uncertainties

The Company is subject to risks common to early-stage companies in the biopharmaceutical industry including, butnot limited to, uncertainties related to clinical effectiveness of products, commercialization of products, regulatory approvals, dependence on key products, key personnel andthird-party service providers such as contract research organizations (“CROs”), protection of intellectual property rights, the need and ability to obtain additional financing and the ability to make milestone, royalty or other payments due under any license, collaboration or supply agreements.

Foreign currency and currency translation

The functional currency is the currency of the primary economic environment in which an entity’s operations are conducted. The Company and its subsidiaries operate mainly in Denmark and the United States. The functional currencies of the Company’s subsidiaries are their local currency.

The Company’s reporting currency is the U.S. dollar. The Company translates the assets and liabilities of its Denmark subsidiaries into the U.S. dollar at the exchange rate in effect at the balance sheet date and the results of operations are translated using the average exchange rate for the year. Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the consolidated statements of changes in redeemable convertible preferred stock and stockholders’ equity as a component of accumulated other comprehensive loss.

Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net loss for the respective periods.

Adjustments that arise from exchange rate translations are included in other comprehensive loss in the consolidated statements of operations and comprehensive loss as incurred. The Company recorded a foreign exchange translation loss of $0.9 million and gain of $0.1 million, included in accumulated other comprehensive loss for the years ended* December 31, 2025and2024*, respectively.

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Concentrations of credit risk and of significant suppliers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company maintains its cash in financial institutions in amounts that could exceed government-insured limits. The Company doesnot believe it is subject to additional credit risks beyond those normally associated with commercial banking relationships. The Company hasnot experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk regarding these deposits isnot significant. The Company is dependent onthird-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply its requirements for supplies and raw materials related to these programs. These programs could be adversely affected by a significant interruption in these manufacturing services or the availability of raw materials.

Cash

The company considers cash equivalents as highly liquid investments with original maturities ofthree months or less at the date of purchase. The Company hadno cash equivalents or restricted cash on* December 31, 2025and2024*.

Property, plant and equipment

Property, plant, and equipment are stated at cost, less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful lives of the respective assets as follows:

Upon retirement or sale, the cost of assets disposed of, and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. As of* December 31, 2025and2024*, there have beenno significant asset retirements to date. Expenditures for repairs and maintenance that donot improve or extend the lives of the respective assets are charged to expense as incurred.

Impairment of long-lived assets

Long-lived assets consist of property, plant and equipment, and intangible assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets* may**not* be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. An impairment loss would be recognized as a loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group or the estimated return on investment are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flow or return on investment calculations.

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Fair value measurements of financial instruments

The carrying value of the Company’s financial instruments of cash, other current assets, accounts payable and accrued liabilities, approximate their fair value due to their short-term nature. The Company’s other financial instruments include preferred shares, convertible debt, warrant liabilities, and warrant derivative liabilities. The warrant liabilities and derivative liabilities that are freestanding equity-linked financial instruments are fair valued at the end of every period using level3 inputs.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic820, Fair Value Measurement (“ASC820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC820 establishes athree-tier fair value hierarchy that distinguishes between the following:

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Segment and geographic information

Operating segments are defined as components of a business for which separate discrete financial information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company operates as a single operating and reporting segment, reflecting our sole focus in developing a treatment for ovarian cancer. Our Chief Executive Officer serves as the Chief Operating Decision Maker (CODM), responsible for assessing the Company's performance and making resource allocation decisions. The CODM evaluates financial information on a consolidated basis, focusing on key metrics such as research and development expense, general and administrative expenses, and other income/expenses. The CODM allocates resources based on the Company's available cash resources, forecasted cash flow, and expenditures on a consolidated basis, as well as an assessment of the probability of success of its research and development activities. Resource allocation decisions are informed by budgeted and forecasted expense information, along with actual expenses incurred to date. The measure of segment assets is reported on the balance sheet as total assets. Disaggregated profit or loss information at the program or functional level isnot regularly provided to or relied upon by the CODM, as our integrated operating model emphasizes shared resources and centralized decision-making. The Company operates intwo geographic areas: Denmark and the United States.

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Revenue

The Company recognizes revenue in accordance with the guidance ofRevenue From Contracts With Customers, Accounting Standards Codification Topic606 (“ASC606”). Under ASC606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements the Company determines are within the scope of ASC606, the Company performs the followingfive steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies thefive-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

License and collaboration revenues - The Company’s license and collaboration revenues have been generated primarily through collaborative research, development, manufacturing and commercialization agreements. The terms of these agreements generally include the license of intellectual property and associated know-how and the provision of other goods and services. Payments to the Company under these arrangements typically includeone or more of the following: non-refundable, up-front license fees; milestone payments; and royalties on future product sales.

License of Intellectual Property - If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue associated with the bundled performance obligation.

Milestone Payments - At the inception of each arrangement that includes milestone payments based upon the achievement of specified clinical development, regulatory and/or sales milestones, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price. If it is probable that a significant revenue reversal wouldnot occur, the associated milestone amount is included in the transaction price. Milestone payments that are dependent on factors outside of the Company’s control, such as regulatory approvals, arenot considered probable of being achieved until those approvals are received. These payments are fully constrained and therefore arenot included in the transaction price. At the end of each reporting period, the Company re-evaluates the probability of achievement of each milestone and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect the reported amount of license and collaboration revenues in the period of adjustment.

Royalties. For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

Revenue primarily consists of services performed using our novel DRP platform. The revenue is recognized when the DRP gene expression signatures are assessed and delivered to the client.

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Research and development expenses

Research and development ("R&D") costs are expensed as incurred. R&D expenses primarily consist of costs associated with preclinical studies and clinical trials as well as salaries, stock-based compensation and benefits, facilities costs and laboratory supplies, manufacturing expenses and external costs of outside vendors engaged to conduct preclinical development activities and clinical trials. Typically, upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred. The Company has entered into various research and development contracts with companies in Europe, the United States, and other countries.

General and administrative expenses

General and administrative ("G&A") expenses consist primarily of employee-related expenses, such as salaries, stock-based compensation, and benefits for employees engaged in G&A activities. G&A also consists of marketing, advertising, legal and accounting fees, consulting services, and other operating costs relating to corporate matters and daily operations.

R&D incentives and receivable

Denmark Tax Incentives

Denmark allows loss making companies the opportunity to apply for a payment equal to the tax value (22%) of negative taxable income related to R&D costs. The negative taxable income is calculated on the total negative income of the companies participating in the joint taxation. Tax payment according to this rule cannot exceed an amount of DKK5.5 million, corresponding to a tax loss relating to R&D expenditure of DKK25 million. The tax credit is recorded as tax receivable and other income within research and development expenses. In each of the years ended* December 31, 2025and2024*, research and development expenses include refundable tax credits of $0.9 million and $0.8 million, respectively.

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Convertible debt instruments

The Company follows ASC480-10, Distinguishing Liabilities from Equity in its evaluation of the accounting for a hybrid instrument. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or* maysettle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on anyone* of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. Hybrid instruments meeting these criteria arenot further evaluated for any embedded derivatives and are carried as a liability at fair value at each balance sheet date with remeasurements reported in change on fair value expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss.

Additionally, the Company accounts for certain convertible debt (“Convertible Notes”) issued under the fair value option election of ASC825, Financial Instruments wherein the financial instrument is initially measured at its issue-date estimated fair value and then subsequently re-measured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value adjustment is recognized as other income (expense) in the accompanying consolidated statements of operations and the portion of the fair value adjustment attributed to a change in the instrument-specific credit risk is recognized as a component of other comprehensive loss. Convertible Notes are settled with shares at fair value of the stock issued with any differences recorded to other income (expense), as a gain (loss) on extinguishment.

Warrants

When the Company issues warrants it evaluates the proper balance sheet classification to determine classification as either equity or as a derivative liability on the consolidated balance sheets. In accordance with ASC815-40, Derivatives and Hedging-Contracts in the Entity’s Own Equity (“ASC815-40”), the Company classifies a warrant as equity so long as it is “indexed to the Company’s equity” and several specific conditions for equity classification are met. A warrant isnot considered indexed to the Company’s equity, in general, when it contains certain types of exercise contingencies or adjustments to exercise price. If a warrant isnot indexed to the Company’s equity or it has net cash settlement that results in the warrants to be accounted for under ASC480, Distinguishing Liabilities from Equity, or ASC815-40, it is classified as a derivative liability, which is carried on the Consolidated Balance Sheet at fair value with any changes in its fair value recognized immediately in the Consolidated Statement of Operations and Comprehensive Loss.

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Derivative financial instruments

The Company doesnot use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the Consolidated Statements of Operations and Comprehensive Loss each reporting period.

Stock-based compensation

The Company accounts for stock-based compensation in accordance with ASC718, Compensation — Stock Compensation (“ASC718”). ASC718 requires companies to estimate the fair value of equity-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

The Company records the expense for option awards using either a graded or straight-line method. The Company accounts for forfeitures as they occur. For stock-based awards, the measurement date is the date of grant. The compensation expense is then recognized over the requisite service period, which is the vesting period of the respective award.

The Company reviews all stock award modifications including when there is an exchange of original award for a new award. In the case of stock award modifications, the Company calculates for the incremental fair value based on the difference between the fair value of the modified award and the fair value of the original award immediately before it was modified. The Company immediately recognizes the incremental value as compensation cost for vested awards and recognizes, on a prospective basis over the remaining requisite service period, the sum of the incremental compensation cost and any remaining unrecognized compensation cost for the original award on the modification date.

The fair value of restricted stock units is based on the fair value of the Company's common stock on the date of the grant.

The fair value of stock options (“options”) on the grant date is estimated using the Black-Scholes option-pricing model using the single-option approach. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions, including the option’s expected term and the price volatility of the underlying stock, to determine the fair value of the award. The Company applies the Black-Scholes model as it believes it is the most appropriate fair value method for all option awards. The Black-Scholes model requires several assumptions, of which the most significant are the share price, expected volatility and the expected award term.

Since the Company has limited option exercise history, it has generally elected to estimate the expected life of an award based upon the "simplified method" with the continued use of this method extended until such time the Company has sufficient exercise history. The Company hasno foreseeable plans to pay dividends on its common stock, and therefore, uses an expected dividend yield ofzero in the option pricing model. The risk-free interest rate is based on the yield of U.S. treasury bonds with equivalent terms. The expected share price volatility for the Company's common shares is estimated by taking the average historical price volatility for industry peers.

The Company classifies stock-based compensation expense in its Consolidated Statements of Operations and Comprehensive Loss in the same way the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

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Accumulated other comprehensive loss

Accumulated other comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with shareholders. The Company records unrealized gains and losses related to foreign currency translation and instrument specific credit risk as components of other accumulated comprehensive loss in the Consolidated Statements of Operations and Comprehensive Loss. For the years ended* December 31, 2025and2024*, the Company’s other comprehensive loss was comprised of currency translation adjustments.

Income taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of the deferred tax assets willnot be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.

The Company accounts for uncertainty the consolidated financial statements by applying atwo-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not-to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that* maybe recognized is the largest amount that will more likely thannot* be realized upon ultimate settlement. Any provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits that are considered appropriate. The Company recognizes interest and penalties related to uncertain tax positions in other (income) expenses.

Net Loss Per Share

Basic net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common stock and common stock equivalents outstanding for the period. The Company adjusts net loss to arrive at the net loss attributable to common stockholders to reflect the amount of dividends accumulated during the period on the Company’s redeemable convertible preferred stock, if any. The treasury stock method is used to determine the dilutive effect of the Company’s stock option grants, restricted stock units, and warrants and the if-converted method is used to determine the dilutive effect of the Company’s redeemable convertible preferred stock and convertible notes. For the years ended* December 31, 2025and2024*, the Company had a net loss attributable to common stockholders, and as such, all outstanding stock options, unvested restricted stock units, convertible notes, shares of redeemable convertible preferred stock, and warrants were excluded from the calculation of diluted loss per share.

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Recently Adopted Accounting Standards

In* November 2023,the FASB issued ASUNo.* 2023-07, Segment Reporting (Topic280): Improvements to Reportable Segment Disclosures, which requires that an entity report segment information in accordance with Topic280, Segment Reporting. The amendment in the ASU is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The Company adopted ASU2023-07 for the year ended* December 31, 2024retrospectively to all periods presented in the consolidated financial statements. The adoption of this ASU hadno* impact on reportable segments identified and hadno effect on the Company’s consolidated financial position, results of operations, or cash flows.

In* December 2023,the FASB issued ASUNo.* 2023-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures, which expands disclosures in an entity’s income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after* December 15, 2024.The Company adopted ASU2023*-07 as of* January 1, 2025,and amendments were applied prospectively. The adoption of this ASU hadno* effect on the Company’s consolidated financial position, results of operations, or cash flows.

Accounting StandardsNot Yet Adopted**

In* November 2024,the FASB issued ASUNo.* 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses, which requires new financial statement disclosures in tabular format, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this update donot change or remove current expense disclosure requirements. The amendments in this update are effective for fiscal years beginning after* December 15, 2026,and interim periods within fiscal years beginning after December 15, 2027.*Early adoption is permitted. The Company is currently evaluating the impact of the new standard on its financial statement disclosures.

3. Other Current Assets

The Company’s other current assets are comprised of the following:

4. Intangible assets

Intangible assets, impairment charges and adjustments are summarized as follows:

As of the year ended* December 31, 2024,as a result of continued downward pressure on the Company’s common stock and updated clinical development plan, the Company performed an impairment assessment on the individual intangible assets utilizing a discounted cash flow model with a weighted average cost of capital of 26%, and recognized a full impairment charge of $9.7 million during the year ended December 31, 2024.There wasno impairment charge in2025.*

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5. Accrued liabilities

The Company’s accrued liabilities are comprised of the following:

6. Convertible promissory note due to Novartis

On* April 12, 2022,Allarity Denmark re-issued a Convertible Promissory Note (the “Novartis Promissory Note”) to Novartis Pharma AG, a company organized under the laws of Switzerland (“Novartis,” and together with Allarity Therapeutics Europe ApS (“Allarity Europe”), the “License Parties”) in the principal amount of $1.0 million. The Novartis Promissory Note was re-issued pursuant to an amendment of the license agreement, with an effective date of March 30, 2022 (the “First Amendment”), entered into by and between the License Parties, which amended the License Agreement dated April**6,* 2018 (the “Original Agreement”) previously entered into by the License Parties relating to the Compound (as defined in the Original Agreement). The First Amendment amends and restates Section11.7 of the Original Agreement to add the revised Note to the list of enforceable claims in thesecond paragraph of Section11.7 making the revised Note enforceable under New York law as a legal obligation of Allarity Denmark ApS (formerly OV-SPV2 ApS). All other provisions of the Original Agreement and Novartis Promissory Note were unchanged and remain in full force and effect. The Novartis Promissory Note pays simple interest on the outstanding principal amount from the date until payment in full, which interest shall be payable at the rate of 5% per annum. Interest shall be calculated on the basis of a360-day year for the actual number of days elapsed.

The roll forward of the Novartis Promissory Note as of* December 31, 2025and2024* is as follows:

On* January 26, 2024,the Company received a termination notice from Novartis due to a material breach of the Original Agreement. Accordingly, under the terms of the Original Agreement, the Company ceased all development and commercialization activities with respect to all licensed products, all rights and licenses granted by Novartis to the Company reverted to Novartis; and all liabilities due to Novartis became immediately due and payable inclusive of interest which is continuing to accrue at 5% per annum. As of December 31, 2025,*the liability is recorded as a current liability on the Company's consolidated balance sheets as follows: $3.6 million in accounts payable, $0.5 million of interest recorded as accrued expenses, and $1.4 million in convertible promissory notes and accrued interest.

The Company recorded $0.2 million to interest expense for the each of the years ended* December 31, 2025and2024.*

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7. Promissory Notes due to3i, LP ("3i")**

3i Convertible Senior Promissory Notes (2024) (collectively the"2024 Notes")**

On* January 18, 2024,the Company entered into a Securities Purchase Agreement (the "SPA"), as amended, with3i,* pursuant to whichthree senior convertible promissory notes were issued as follows:

The Company agreed to pay interest to3i on the aggregate unconverted and then outstanding principal amount of the2024 Notes at the rate of 8% per annum with interest payments commencingone month after the initial receipt of net proceeds.

The2024 Notes and accrued interest were redeemed in full and cancelled on* May 6, 2024.*

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8. Preferred Stock

Series A Preferred Stock and Common Stock Purchase Warrants

As of* January 1, 2024,the Company had 1,417 shares of Series A Convertible Preferred Stock outstanding, each with a stated value of $1,080. During2024,* the Company amended the conversion terms of the Series A Preferred Stock in connection with financing arrangements entered into with3i, LP. The Company also held Exchange Warrants originally issued to3i, LP in* April 2023as part of an exchange transaction in which3i* surrendered previously issued warrants in return for new warrants reflecting revised exercise prices and share quantities under amended financing terms.

On* January 14, 2024,pursuant to the terms of a bridge loan with3i,* LP, the Company reduced the conversion price of the Series A Preferred Stock and Exchange Warrants from $600.00 to $268.50. The company filed the Fifth Certificate of Amendment to Amended and Restated Certificate of Designations to reflect the revised Series A conversion price. At that price, the 1,417 outstanding Series A Preferred shares became convertible into 5,699 shares of common stock.

On* February 13, 2024,following a subsequent bridge loan with3i,* LP, the Company reduced the conversion price of the Series A Preferred Stock to $243.00 with the Sixth Certificate of Amendment filed to effect the change. After this modification,1,296 remaining Series A Preferred shares were convertible into 5,760 shares of common stock.

On* March 14, 2024,*in connection with the issuance of a Third Note, the conversion price of the Series A Preferred Stock was increased to $4,210.00, and the Company filed a Seventh Certificate of Amendment accordingly. At this conversion price,1,215 Series A Preferred shares were converted into 17,843 shares of common stock. The Company recognized a $0.1 million gain on extinguishment upon remeasurement using the Black-Scholes option pricing model.

Between* April 1, 2024and May 2, 2024,the Company further amended the conversion prices of the Series A Preferred Stock, as well as the the Exchange Warrants and the2024* Notes, to equal the Company's last sale price of its common stock of $34.50 as of* May 1, 2024.*

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Accounting* *

Series A Preferred Stock

The Series A Preferred Stock continues to be classified as equity, consistent with the Company's assessment following the Amended and Restated Certificate of Designations filed in2023, which eliminated redemption features and dividends other than for limited exceptions. As of the date of these financial statements,no additional Series A transaction occurred in2025.

Deemed Dividends

As a result of fair value adjustments during thetwelve months ended* December 31, 2024,the Company recognized a deemed dividend of $0.3 million on the Series A Preferred Stock. Inputs used in the Black-Scholes valuation models utilized to fair value the modification to the Series A Preferred Stock during the year ended December 31, 2024,*are as follows:

3i Warrants

The3i Warrants were identified as a freestanding financial instrument and meet the criteria for derivative liability classification, initially measured at fair value. Subsequent changes in fair value are recognized through earnings for as long as the contracts continue to be classified as a liability. The measurement of fair value is determined utilizing an appropriate valuation model considering all relevant assumptions current at the date of issuance and at each reporting period (i.e., share price, exercise price, term, volatility, risk-free rate and expected dividend rate).

Series A Preferred Stock Conversions

During the year ended* December 31, 2024,3i exercised its option to convert 202 shares of Series A Preferred Stock for 904 shares of common stock at the fair value of $0.3 million.3i exercised its option to convert 1,215 shares of Series A Preferred Stock for 15,072 shares of common stock at the fair value of $1.5 million. As of the years ended December 31, 2025and2024,* there wereno shares of Series A Preferred Stock issued and outstanding.

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**** August 2024**** Series A Convertible Redeemable Preferred Stock

On* August 19, 2024 (the "AugustClosing Date"), the Company entered into a Securities Purchase Agreement (the “August 2024SPA”) with certain purchasers (the “August 2024Purchasers”), pursuant to which the Company issued and sold, in a private placement (the “August 2024Offering”),35,000 shares of the Company’s Convertible Redeemable Series A Preferred Stock, par value $0.0001 per share (the “August 2024Preferred Stock”), for net proceeds of approximately $2.9 million, after the deduction of discounts, fees and offering expenses. In connection with the August 2024*Offering, the Company paid $0.2 million to Ascendiant Capital Markets, LLC, the Company’s placement agent.

On the* AugustClosing Date, the Company filed a certificate of designation (the “August 2024COD”) with the Secretary of the State of Delaware designating the rights, preferences and limitations of the August 2024Preferred Stock. Under the August 2024COD, for purposes of determining the presence of a quorum at any meeting of the stockholders of the Company at which the August 2024Preferred Stock were entitled to vote and the voting power of the August 2024Preferred Stock, each holder of the August 2024Preferred Stock was entitled to a number of votes equal to shares of the Company’s common stock into which such August 2024Preferred Stock are then convertible, disregarding, for such purposes, any limitations on conversion. The August 2024*Preferred Stock were entitled to vote on each matter submitted to a vote of the stockholders generally and shall vote together with the common stock and any other class or series of capital stock entitled to vote thereon as a single class and on an as converted to the common stock basis.

The holders of the* August 2024Preferred Stock were entitled to dividends, on an as-if converted basis, equal to dividends actually paid, if any, on the common stock. The August 2024*Preferred Stock was convertible, at the option of the holders and, in certain circumstances, by the Company, into common stock, as determined by dividing the net purchase price of $90 per share by the conversion price of $5.10, at the option of the holders.

On the* AugustClosing Date, the Company and the August 2024Purchasers also entered into a Registration Rights Agreement (the “August 2024RRA”), pursuant to which the Company agreed to file a registration statement with the SEC, to register for resale the common stock issuable upon the conversion of the August 2024Preferred Stock. The registration statement was filed with the SEC on August 30, 2024.*

All of the* August 2024Preferred Stock was redeemed in September 2024.As a result of the redemption of the August 2024Preferred Stock, the Company recognized a deemed dividend of $0.6 million. There wasno deemed dividend for the year ended December 31, 2025.*

9. Warrant Liability

The derivative liabilities are measured at fair value at each reporting period and the reconciliation of changes in fair value in the years ended* December 31, 2025and2024*, is presented in the following tables:

On* December 31, 2025,*the fair value of the Common Share Purchase Warrants derivative liability was $0.

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10. Stockholders’** Equity**

Common Stock

On* September 3, 2024,the stockholders of the Company voted at the Company's2024* annual meeting of stockholders to approve an amendment to the Company's Fifth Amended and Restated Certificate of Incorporation, to decrease the number of authorized shares of common stock by 500,000,000 shares of common stock, bringing the total number of authorized shares of common stock to 250,000,000 shares with a par value of $0.0001, of which 16,080,980 shares of common stock are outstanding as of* December 31, 2025.As of December 31, 2024,*250,000,000 shares were authorized and 7,302,797 shares of common stock were outstanding.

ATM Facility

On* March 19, 2024,the Company entered into an At-The-Market Issuance Sales Agreement, as amended (the “Sales Agreement”) with Ascendiant Capital Markets, LLC (“Ascendiant”) pursuant to which, the Company mayoffer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share, having an aggregate gross sales price of up to $50 million, to or through Ascendiant. The offer and sale of the shares will be made pursuant to a previously filed shelf registration statement on Form S-3 (FileNo.* 333-275282), originally filed with the SEC on* November 2, 2023and declared effective by the SEC on November 29, 2023,and the related prospectus supplement dated September 9, 2024and filed with the SEC on such date pursuant to Rule424*(b) under the Securities Act of1933, as amended (the “Securities Act”). On* May 2, 2024,the Company's public float increased above$75.0* million and, as a result, the Company wasnot subject to the limitations contained in General InstructionI.B.6 of Form S-3.

Under the Sales Agreement, Ascendiant* maysell shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule415*(a)(4) under the Securities Act. Ascendiant will use commercially reasonable efforts to sell the shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company* mayimpose). The Company agreed to pay Ascendiant a commission of 3.0% of the gross proceeds from the sales of shares sold through Ascendiant under the Sales Agreement and has provided Ascendiant with customary indemnification and contribution rights. The Company also agreed to reimburse Ascendiant for certain expenses incurred in connection with the Sales Agreement. The Company and Ascendiant may*each terminate the Sales Agreement at any time upon specified prior written notice.

For the year ended* December 31, 2025,the Company sold 9,719,173 shares of its common stock for net proceeds of $9.7 million. For the year ended December 31, 2024,the Company sold an aggregate of 6,953,259 shares of its common stock pursuant to the Sales Agreement, resulting in net proceeds of approximately $38.8 million, after deducting underwriting discounts. The Sales Agreement was fully utilized and terminated as of December 31, 2025.*

PIPE and Prefunded Warrants

On* September 22, 2025,the Company entered into a Securities Purchase Agreement with a certain accredited investor, pursuant to which the Company agreed to sell the shares and/or pre-funded warrants to the investor, in a private placement transaction. The initial closing of the private placement occurred on September 23, 2025.The Company agreed to issue and sell 760,916 shares of the Company’s common stock, par value $0.0001 per share for $1.60 per Share, and 801,584 pre-funded warrants to purchaseone share of common stock per pre-funded warrant, at an offering price of $1.5999 per pre-funded warrant, for gross proceeds to the Company of approximately $2.5 million, before deducting fees and expenses. Each pre-funded warrant is exercisable forone share of common stock for $0.0001 per share. For a period ofninety* (90) calendar days following the closing, the investor had the right, in their sole discretion, to purchase additional shares and/or pre-funded warrants for aggregate gross proceeds of $7.5 million (the “Additional Closing”), with the number of shares and/or pre-funded warrants to be issued at the additional closing determined based on the then-current minimum price (as defined in Nasdaq Stock Market Rule5635(d)).

An additional closing of the private placement occurred on* December 23, 2025,when the Company agreed to issue and sell 255,103 shares of the Company’s common stock, for $0.98 per share, representing the minimum price under Nasdaq Rule5635*(d), for gross proceeds to the Company of approximately $250,000, before deducting fees and expenses.

For the year ended* December 31, 2025,the Company sold 1,817,603 shares of common stock and pre-funded warrants for net proceeds of $2.6 million. There wereno private placement common stock sales during the year ended December 31, 2024.*

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Treasury Stock

On* March 3, 2025,the board of directors approved a share repurchase program, with authorization to purchase up to $5 million of the Company’s outstanding shares of common stock. For the year ended December 31, 2025,the company bought 2,949,639 shares in open market purchases for a total of $3,190,324 inclusive of transaction fees for a net purchase price of $1.08 per share. There wereno stock repurchases for the year ended December 31, 2024.*

11. Stock-based Compensation

2021 Equity Incentive Plan

The Company has in effect the Allarity Therapeutics, Inc.2021 Incentive Plan (as amended, the*"2021* Incentive Plan"). The2021 Incentive Plan was approved by shareholders in connection with the Recapitalization Share Exchange and became effective on* December 20, 2021.The2021* Incentive Plan authorizes the award of stock options, Restricted Stock Awards (“RSAs”), Stock Appreciation Rights (“SARs”), Restricted Stock Units (“RSUs”), cash awards, performance awards and stock bonus awards. Under the2021 Incentive Plan, the compensation committee of the Company's board of directors is authorized to grant stock-based awards to employees, directors, consultants, independent contractors and advisors. The2021 Incentive Plan limits the term of each option tono more than10 years from the date of the grant.

Total shares available for the issuance of stock-based awards under the Company's2021 Incentive Plan as of* December 31, 2024was 353,163. The number of shares reserved for issuance under our2021* Plan will increase automatically on* January**1* of each of2022 through2031 by the number of shares equal to the lesser of 5% of the aggregate number of outstanding shares of our common stock as of the immediately preceding* December 31,or a number as maybe determined by our board of directors. In January 2025and2026,* the Board approved an increase of 5% of the outstanding shares of common stock, or 364,778 and 804,049 shares, respectively. The total shares authorized under the plan totaled 717,941 and 1,521,990 for2025 and2026, respectively.

Restricted Stock Units

The following table summarizes restricted stock unit activity for the year ended* December 31, 2025:*

For the years ended* December 31, 2025and2024,* stock-based compensation expenses associated with the restricted stock units for employees were approximately $445 thousand and $68 thousand, respectively.

At* December 31, 2025,*the Company had unrecognized stock-based compensation expense related to restricted stock units of $312 thousand, which is expected to be recognized over the remaining weighted-average vesting period of 1.9 years. This expense is recognized over the vesting period of the award.

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Stock Options

The following table summarizes the stock option activity for the years ended* December 31, 2025and2024:*

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of common stock for those options that had exercise prices lower than the fair value of common stock. Upon exercise of stock options, the Company will issue new shares of its common stock.

For the years ended* December 31, 2025and2024,* stock-based compensation expenses (recoveries) associated with the options awards for employees and non-employees were approximately $36 thousand and $0, respectively. At* December 31, 2025,*the Company had unrecognized stock-based compensation expense related to stock options of $2 thousand, which is expected to be recognized over the remaining weighted-average vesting period of 1 month.

Stock-Based Compensation

The following table summarizes stock-based compensation for the years ended* December 31, 2025and2024:*

Stock-based compensation is recorded as an expense based on the Nasdaq Official Closing Price on the incentive grant date. The stock-based compensation uses the closing price for the amount of shares granted and is amortized equally over the vesting term of the grant.

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12. License and Development Agreements

License Agreement with Eisai Inc. for Stenoparib

The Company holds the exclusive worldwide rights to all preventative, therapeutic and/or diagnostic uses related to cancer in humans and by amendment to the agreement on* December 11, 2020,viral infections in humans (including, butnot* limited to, coronaviruses) for stenoparib from Eisai, Inc. (“Eisai”) pursuant to a license agreement (the “Eisai License Agreement”). Pursuant to the Eisai License Agreement, the Company is solely responsible for the development of stenoparib during the term of the Eisai License Agreement. Eisai License Agreement also provides for a joint development committee consisting ofsix members,three appointed by the Company andthree appointed by Eisai. One of the Company’s members of the joint development committee is designated chair of the committee and has the power to break any deadlock in decisions by the committee that must be made by a majority vote with each representative havingone vote. The purpose of the committee is to implement and oversee development activities for stenoparib pursuant to the clinical development plan, serving as a forum for exchanging data, information and development strategy.

Effective* July 12, 2022,the Company’s July 6, 2017Exclusive License Agreement with Eisai Inc. (the “Third Amendment”), the terms of the original exclusive license were further amended in order to (1) further postpone the due date of the extension payment and extend the deadline for the Company’s successful completion of itsfirst* Phase1b or Phase2 clinical trial for stenoparib beyond* December**31,* 2022; and (2) amend terms related to Eisai’s right of termination of development.

On* May 26, 2023,the Company and Eisai entered into afourth* amendment to the Exclusive License Agreement with an effective date of* May 16, 2023,to postpone the extension payment, restructure the payment schedule and extend the deadline to complete enrollment in a further Phase1b* or Phase2 Clinical Trial for the stenoparib. The Company agreed to pay Eisai in periodic payments as follows: (i) $100,000, which has been paid; (ii) $50,000 within10 days of execution of thefourth amendment, which has been paid; (iii) $100,000 upon completion of a capital raise, which has been paid; and (iv) $850,000 on or before* March 1, 2024.*

On* February 26, 2024,in exchange for an additional $0.2 million, paid as of May 1, 2024,the Company and Eisai entered into afifth* amendment to the Exclusive License Agreement to postpone the payment of $850,000. The Company agreed to make aone-time payment to Eisai of $850,000 upon completion of a*$10.0* million capital raising campaign,no later than* September 1, 2024.The Company paid Eisai $850,000 on August 20, 2024.There isno* balance due for the years ended* December 31, 2025and2024,* respectively.

On* August 2, 2024,the Company and Eisai entered into asixth* amendment to the Exclusive License Agreement with an effective date of* August 2, 2024.*The terms of the amended exclusive license were further amended in order to (1) amend the definition of a successful completion and (2) amend the terms related to Eisai's right of termination for development.

Development Milestone Payments

The Company has agreed to make milestone payments to Eisai in connection with the development of stenoparib by the Company or its affiliates, or by athird-party program acquirer that assumes control of the stenoparib development program from the Company corresponding to: (i) successful completion of a Phase2 clinical trial; (ii) upon dosing of thefirst patient in thefirst Phase3 clinical trial; (iii) upon submission of thefirst NDA with the FDA; (iv) submission of an MAA to the EMA; (v) submission of an NDA to the MHLW in Japan; (vi) upon receipt of authorization by the FDA to market and sell a licensed product; (vii) upon receipt of approval of an MAA by the EMA for a licensed product; and (viii) upon receipt of approval by the MHLW in Japan for a licensed product. If all milestones have been achieved, the Company* maybe obligated to pay Eisai up to a maximum of $94 million. In addition, the Company has agreed to pay Eisai aone*-time sales milestone payment in the amount of $50 million thefirst time the Company’s annual sales of licensed product is $1 billion or more.

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Royalty Payments

In addition to the milestone payments described above, the Company has agreed to pay Eisai royalties based on annual incremental sales of product derived from stenoparib in an amount between 5% and 10% of annual sales of between $0 and $100 million, between 6% and 10% of annual sales between $100 million and $250 million, between 7% and 11% of annual sales between $250 million and $500 million, and between 11% and 15% of annual sales in excess of $500 million.

The Company is obligated to pay royalties under the agreement on a country-by-country and product-by-product basis for a period that commences with thefirst commercial sale of a product in such country and expiring on the later of (i) the expiration of the last valid claim of any and all Eisai patents, Company patents and joint patents covering such product in such country; or, (ii) the15 year anniversary of the date offirst commercial sale of such licensed product in such country. However, the agreement* maybe terminated sooner without cause by the Company upon120* days prior written notice, or upon written notice of a material breach of the agreement by Eisai that isnot cured within90 days (30 days for a payment default).

Eisai also has the right to terminate the agreement upon written notice of a material breach of the agreement by the Company that isnot cured within90 days (30 days for a payment default) or if the Company files for bankruptcy.

Option to Reacquire Rights to Stenoparib

For the period commencing with enrollment of thefirst five patients in a Phase2 clinical trial pursuant to the clinical development plan and ending90 days following successful completion of such Phase2 clinical trial, Eisai has the option to reacquire the Company's licensed rights to develop stenoparib for a purchase price equal to the fair market value of the Company's rights, giving effect to the stage of development of stenoparib that the Company has completed under the agreement. The Company commenced a Phase2 clinical trial* April 15, 2019,and as of the date of the Financial Statements, Eisai hasnot* indicated an intention to exercise its repurchase option.

License Agreement with Novartis for Dovitinib

On* January 26, 2024,we received a Termination Notice from Novartis due to a material breach of our license agreement. Accordingly, under the terms of the Agreement (i) we shall cease all development and commercialization activities with respect to all licensed products; (ii) all rights and licenses granted by Novartis to Allarity shall revert to Novartis; and all liabilities due to Novartis became immediately due and payable in the amount of $5.5 million inclusive of interest which is continuing to accrue at 5% per annum. As of December 31, 2025*, the liability is recorded as a current liability on our consolidated balance sheets as follows: $3.6 million in accounts payable, $0.5 million of interest recorded as accrued expense, and $1.4 million convertible promissory note and accrued interest.

Development costs and Out-License Agreement with Smerud

Pursuant to the terms of the amendment on* March 28, 2022*to the out-license agreement with Smerud Medical Research International (the "Amended License Agreement"), Chosa ApS, a company organized under the laws of Denmark (“Chosa”), replaced us as the exclusive licensee to the LiPlaCis® technology. In addition, we also granted Chosa an exclusive, royalty-free, transferable and sublicensable license for (i) our DRP® Companion Diagnostics that are specific for Cisplatin or LiPlaCis® (a liposomal formulation of Cisplatin) for the research and development of LiPlaCis® products, and (ii) the use of any and all know-how and intellectual property rights owned by us for Chosa’s use of our DRP® Companion Diagnostics that are specific for Cisplatin or LiPlaCis® (a liposomal formulation of Cisplatin) for the development and commercialization of LiPlaCis® products, as contemplated in the Amended License Agreement.

In2024, the Company signed service agreements with external biotech clients for both DRP® analysis and gene expression services. Leveraging its gene expression and diagnostic capabilities, its laboratory will provide the services to the external clients. The Company received down payments in2024 totaling approximately $0.2 million. For the year ended* December 31, 2025,and December 31, 2024,*the company recognized $0.3 and $0.0 million of revenue, respectively.

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13. Income Tax

The reconciliation of the statutory rate to the effective tax rate is as follows:

As ASU2023-09 has been prospectively adopted, the reconciliation of the statutory rate to the effective tax rate for2025 is as follows:

The components of net loss before income taxes were as follows:

The components of the provision for income taxes from operations were as follows:

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As of* December 2025,the Company has tax losses carried forward of approximately $38.9 million for US Federal income tax, and $65.3 million for Denmark income tax purposes. $1.4 million of the US federal tax loss carryforwards can be forward for20* years and will begin to expire in2037, while the remaining $37.5 million can be carried forward indefinitely. Our Denmark tax loss carryforwards can be carried forward indefinitely. Deferred tax has been provided corresponding to the statutory tax rate applied.

The statute of limitations for re-assessment of tax returns in Denmark isthree years andfive years for transfer pricing. As of* December 31, 2025,the tax years that remain subject to examination by the major tax jurisdictions, under the statute of limitations, are from the year ended December 31, 2020,forward. The Company doesnot* believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities.

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14. Commitments and Contingencies

Indemnification

In accordance with its certificate of incorporation, bylaws, and indemnification agreements, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity.

SEC Investigation

On* July 19, 2024,the Company received a “Wells Notice” from the Staff of the SEC relating to the Company’s previously disclosed SEC investigation. The Wells Notice related to the Company’s disclosures regarding meetings with the United States Food and Drug Administration (the “FDA”) regarding the Company’s NDA for Dovitinib or Dovitinib-DRP, which was submitted to the FDA in2021.* The Company understands that all conduct relating to the SEC Wells Notice occurred during or prior to fiscal year2022. The Company also understands thatthree of its former officers received Wells Notices from the SEC relating to the same conduct. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. The Wells Notice informed the Company that the SEC Staff has made a preliminary determination to recommend that the SEC file an enforcement action against the Company that would allege certain violations of the federal securities laws. On* March 13, 2025,we issued a press release that we have reached a final settlement with the SEC relating to our previously disclosed SEC investigation, and as part of the settlement, we paid aone*-time civil penalty of $2.5 million in* April 2025,*and all regulatory/legal challenges related to those issues are now concluded.

15. Subsequent Events

On* January 28, 2026,the company announced a common stock purchase agreement with Tumim Stone Capital, LLC. Pursuant to the purchase agreement, the company has the right, butnot* the obligation, to sell to the investor up to $6 million subject to the limitations imposed by General InstructionI.B.6 of Form S-3.

On* February 18, 2026,the company announced that thefirst* patients have been dosed in a VA funded investigator-initiated Phase2 trial evaluating Stenoparib for the treatment of relapsed small cell lung cancer. The trial is being conducted in collaboration with the US Department of Veterans Affairs at11 medical centers throughout the United States.

In* February 2026,the Allarity board approved a stock repurchase plan of up to $5 million over a12* month period upon the term expiration of the prior repurchase plan on* March 1, 2026.*

On* March 2, 2026,*the company issued non-convertible promissory notes to Streeterville Capital for net proceeds of $20.0 million.