Allarity Therapeutics, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization, Principal Activities and Basis of Presentation

Background

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 accompanying unaudited condensed interim consolidated financial statements (the “Financial Statements”) have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

Pursuant to the requirements of Accounting Standard Codification (“ASC”)205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern withinone year after the date the accompanying Financial Statements are issued. The Company had an accumulated deficit of $136.4 million as of* June 30, 2026*. Further, the Company incurred a net loss of $6.2 million and experienced negative cash flows from operations of $7.1 million for thesix months ended* June 30, 2026*. Based on the Company’s current operating plan, it estimates that its existing cash and restricted cash of $26.9 million as of* June 30, 2026* will be sufficient to enable the Company to fund its operating expenses and capital requirements through at least the nexttwelve months from the issuance of these Financial Statements. The Company's $10 million of restricted cash secures the B Note issued in* March 2026and is released only upon holder redemptions and repayment of the B Note. See Note4.*

While the Company believes its capital resources are sufficient to fund the Company’s on-going operations for the nexttwelve months from the issuance date of the Financial Statements, the Company’s liquidity could be materially affected over this period by: (1) its ability to raise additional capital through equity offerings, debt financings, or other non-dilutivethird-party funding; (2) costs associated with new or existing strategic alliances, or licensing and collaboration arrangements; (3) negative regulatory events or unanticipated costs related to the DRP or stenoparib; (4) any other unanticipated material negative events or costs. One or more of these events or costs could materially affect the Company’s liquidity. If the Company is unable to meet its obligations when they become due, the Company* may*have to delay expenditures, reduce the scope of its research and development programs, or make significant changes to its operating plan.

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2. Summary of Significant Accounting Policies

There have beenno new or material changes to the significant accounting policies discussed in Form10-K for the year ended* December 31, 2025*, that are of significance, or potential significance, to the Company.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed 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 unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of our management, reflect all adjustments, which include only normal recurring adjustments, necessary to fairly state our financial position as of* June 30, 2026*, our results of operations and stockholders’ equity for thethree andsix months ended* June 30, 2026and2025*, and cash flows for thesix months ended* June 30, 2026and2025*. The financial data and the other financial information disclosed in these notes to the condensed consolidated financial statements related to thethree andsix month period are also unaudited. The results of operations for thethree andsix months ended* June 30, 2026* arenot necessarily indicative of the results to be expected for the year ending* December 31, 2026* or for any other future annual or interim period. The consolidated balance sheet data as of* December 31, 2025* was derived from our audited financial statements, but doesnot include all disclosures required by GAAP. The condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form10-K for the year ended* December 31, 2025* that was filed with the Securities and Exchange Commission (“SEC”), on* March 30, 2026.*

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

ALLR Holdings, LLC was formed on* February 11, 2026,*to be the designated entity for restricted cash proceeds from a promissory note. All intercompany transactions and balances, including unrealized profits from intercompany sales, have been eliminated upon consolidation.

ALLR Sponsor, LLC was formed on* April 10, 2026.*The Company is the Subsidiary’s sole managing member and has the power to direct the activities that most significantly affect the Subsidiary’s economic performance. The Subsidiary was designed with insufficient equity at risk to finance its activities without additional subordinated financial support from the Company and therefore is a variable interest entity. The Company is the Subsidiary’s primary beneficiary because the Company has the power to direct the Subsidiary’s significant activities and has the obligation to absorb losses and the right to receive benefits that could potentially be significant to the Subsidiary. Accordingly, the accounts of the Subsidiary have been included in the Company’s condensed consolidated financial statements from the Subsidiary’s formation date, and all intercompany balances and transactions have been eliminated.

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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 accrual for research and development expenses, share based compensation expense, promissory note and fair value of embedded derivatives, 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.

Derivative Financial Instruments *** ***

The Company evaluates financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether ornot net-cash settlement or conversion of the instrument could be required within12 months of the balance sheet date. The Company accounted for the stock‑price‑linked features contained in the unsecured promissory note A-1, issued pursuant to the Note Purchase Agreement with Streeterville Capital, LLC, under the guidance at FASB ASC Topic815. See Note4.

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Fair Value Measurement

The Company follows guidance in ASC820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Carrying amounts of certain of the Company’s financial instruments, including cash, cash equivalents and restricted cash, prepaid expenses and other current assets, accounts payable, accrued liabilities, and other short-term liabilities approximate fair value due to their relatively short maturities.

Non-financial assets such as property and equipment are evaluated for impairment and adjusted to fair value using Level3 inputs only when impairment is recognized. Fair values are considered Level3 when management makes significant assumptions in developing a discounted cash flow model based upon a number of considerations including projections of revenues, earnings, and a discount rate. To date, the Company hasnot recorded any adjustments to fair value related to impairment on property and equipment.

The unsecured promissory note A-1 contains stock-price linked features, including (i) a limited redemption feature that* mayaccelerate principal repayment upon the Company's stock meeting specified price thresholds and (ii) a monitoring fee forgiveness feature that mayreduce amounts otherwise payable upon sustained low stock price or trading volume conditions. Management determined these features are embedded derivatives that arenot* clearly and closely related to the debt host and therefore require bifurcation under ASC815. At issuance, the embedded derivatives were bifurcated and recorded at fair value, with a corresponding reduction to the carrying amount of the unsecured promissory note A-1. The embedded derivative liabilities are remeasured at fair value each reporting period, with changes in fair value recognized in earnings. Fair value is estimated using valuation techniques that incorporate significant unobservable inputs, and, accordingly, the embedded derivatives are classified as Level3 within the fair value hierarchy under ASC820.

The embedded derivative liability arising under the A-1 Note is valued using a probability-weighted discounted cash flow model and Monte Carlo simulation framework with significant unobservable inputs including 91.0% expected equity volatility, a 30.5% risk-adjusted discount rate, and management's estimated probability of stock-price-based acceleration events (90% limited redemption scenario and10% maturity settlement scenario). The fair value measurement incorporates projected stock-price paths, expected redemption activity, and the contractual monitoring fee forgiveness provisions. As of* June 30, 2026,*the estimated fair value of the limited redemption embedded derivative liability was $160,482, partially offset by a $32,814 monitoring fee forgiveness embedded derivative asset, resulting in a net embedded derivative liability of approximately $127,668.

The change in the fair value measurement using significant inputs (Level3) for thesix months ended* June 30, 2026,*is summarized below:

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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 on the balance sheet date. Revenues and expenses are translated at the average exchange rate in effect during each monthly period. Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the condensed consolidated statements of changes in 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. During thethree months ended* June 30, 2026and2025*, the Company recorded foreign exchange gains (losses) of ($0.1) million and $1.6 million, respectively. During thesix months ended* June 30, 2026,and2025,* the Company recorded foreign exchange gains (losses) of ($0.1) million and $1.7 million, respectively.

Concentrations of credit risk and of significant suppliers

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents 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 and cash equivalents 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 and restricted cash

The Company maintains deposits primarily in financial institutions, which* mayat times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company hasnot* experienced any losses related to amounts in excess of FDIC limits. The Company had restricted cash of $10.0 million on* June 30, 2026* and $0 million on* December 31, 2025* (see Note4).

Property, plant and equipment

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

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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 condensed consolidated statements of operations and comprehensive loss. During thethree andsix months ended* June 30, 2026* and2025, the Company’s other comprehensive loss was $0.3 million and $1.8 million, and $0.3 million and $2.1 million, respectively, which was comprised of currency translation adjustments.

Recently Issued Accounting Pronouncements

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. Accrued liabilities

The Company’s accrued expenses and other current liabilities are comprised of the following:

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4. Convertible and Non-Convertible Promissory Notes

Notes Purchase Agreement - Streeterville

On* March 2, 2026,*the Company entered into a Note Purchase Agreement with Streeterville Capital, LLC ("Streeterville"), pursuant to which the Company issued and sold (i) an unsecured promissory note (the "A-1 Note"), and (ii) a secured promissory note (the "B Note") for aggregate gross proceeds of $20.0 million.

A-1 Note: The Company issued the A-1 Note with a stated principal amount of $10.93 million, inclusive of an original issue discount ("OID") of $0.9 million and a $30,000 transaction expense reimbursement to the lender to cover the lender’s legal, accounting and due diligence expenses. On the Closing Date, the net cash proceeds to the Company were $10 million. The A-1 Note bears interest at 9% per annum, compounded daily, and matures 18 months from issuance (* September 2, 2027).The A-1 Note is recorded at amortized cost, net of unamortized discount, which is amortized to interest expense over the term using the effective interest method in accordance with ASC835*-30.

Ninety days after issuance, the Company is charged aone-time fee for monitoring this Note equal to the outstanding balance divided by.85 less the outstanding balance. On* May 31, 2026,*the monitoring fee was $1,972,708. This monitoring fee is added to the outstanding balance, accrues interest, and will be forgiven on a pro rata basis each time the Company makes a cash payment.

Beginning six months after issuance, the investor* mayrequire monthly cash redemptions of up to $250,000, aggregated with any redemptions under the B Note. The A-1 Note also permits additional early redemptions upon the occurrence of specified stock-price based conditions. The A-1 Note includes customary affirmative and negative covenants and events of default, including payment defaults, covenant breaches, and insolvency events.No redemptions, trigger events, covenant breaches, or defaults occurred through June 30, 2026.*

B Note: The Company issued the B Note in the principal amount of $10.0 million, bearing interest at 5% per annum, compounded daily, and maturing on* September 2, 2027.*The B Note was funded into a deposit account subject to a Deposit Account Control Agreement, and is secured by the cash held in that account and guaranteed by ALLR Holdings, LLC. The related cash is classified as restricted cash on the balance sheet.

Beginningsix months after issuance, the investor* mayrequire monthly cash redemptions of up to $250,000, aggregated with any redemptions under the A-1 Note, with corresponding releases of restricted cash. The B Note was issued at par and is carried at amortized cost.No redemptions or defaults occurred through June 30, 2026.*

As of* June 30, 2026,the A-1 Note, B Note, and related net embedded derivative liability (see Note 2) are classified as current liabilities, as the notes are due withintwelve* months of the balance sheet date or are subject to redemption rights exercisable within that period. The Company was in compliance with all material terms of the Note Purchase Agreement as of* June 30, 2026.For the three and six months ended June 30, 2026,the A-1 Note incurred an interest expense of $253,369 and $335,343, respectively, inclusive of original issue discount. The B Note incurred interest expense for thethree* andsix months ended* June 30, 2026*of $127,713 and $169,464, respectively.

Convertible Promissory Note - Novartis

See Note6.

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5. Stockholders’** Equity**

Share Repurchase Plan

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 over atwelve* month period. On* February 26, 2026,the board of directors approved a new2026* share repurchase program, with authorization to purchase up to $5 million of the Company's outstanding shares of common stock over atwelve month period ending* March 1, 2027.There wereno shares repurchased for thethree* months ended* June 30, 2026.For thesix* months ended* June 30, 2026*, the Company repurchased 264,000 shares at a cost of $262,036. Of the shares repurchased,199,000 shares occurred under the2025 approved repurchase plan and 65,000 shares were repurchased under the2026 approved repurchase plan. As of* June 30, 2026*, there is $4,928,833 remaining for share repurchases under the2026 share repurchase program.

Sale of Common Stock

On* January 28, 2026,Allarity Therapeutics, Inc. entered into a Common Stock Purchase Agreement with Tumim Stone Capital LLC ("Tumim"). Pursuant to the Purchase Agreement, the Company has the right, butnot* the obligation, to sell to Tumim up to $6.0 million of newly issued shares of the Company’s common stock under an equity line of credit arrangement. The purchase price per share for each sale is based on the volume-weighted average price ("VWAP") of the Company's common stock during the applicable pricing period, at 95% of the lowestone-day VWAP or 97% of the lowestthree-day VWAP, at the Company's election, subject to volume-based and dollar-based limitations. The agreement includes customary limitations on the Investor's beneficial ownership and is subject to Nasdaq listing rules, including a 19.99% issuance limit.

The Company issuedno shares for thethree months ended* June 30, 2026.During thesix* months ended* June 30, 2026,the Company issued 2,000 shares of common stock under the agreement for gross proceeds of $2,000. As of June 30, 2026,$5.998 million remained available under the equity line of credit.No liability or derivative instrument was recorded in connection with the arrangement, as settlement may*occur only through issuance of the Company's common stock at the Company's election.

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 the 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”).

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 the 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 the Ascendiant mayeach terminate the Sales Agreement at any time upon specified prior written notice. The Sales Agreement was fully utilized and terminated on March 31, 2025.*

The Company soldno shares for thethree months ended* June 30, 2026and2025*. For thesix months ended* June 30, 2026and2025*, the amount of proceeds generated from the sale of common stock under the Sales Agreement was $0.0 and $9.7 million from the sale of 0 and 9,719,173 shares, respectively.

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Equity Incentive Plan

The Company has in effect the Allarity Therapeutics, Inc.2021 Incentive Plan (as amended, the*“2021* Incentive Plan”). 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 authorizes grants to issue up to 717,941 shares of authorized but unissued common stock and expires 10 years from adoption and limits the term of each option tono more than 10 years from the date of grant. The number of shares available for grant and issuance under the2021 Incentive Plan will be increased on* January 1st of each of2022* through2031, by the lesser of (a)5% of the number of shares of all classes of the Company’s common stock issued and outstanding on each* December 31immediately prior to the date of increase or (b) such number of shares determined by the Board. In January 2026,the board approved a 5% increase to the authorized shares in the2021* Incentive Plan from 717,941 to 1,521,941. Total shares available for the issuance of stock-based awards under the Company’s2021 Incentive Plan was 98,444 shares at* June 30, 2026*.

Stock-based compensation expense has been reported in the Company’s condensed consolidated statements of operations as follows:

Restricted Stock Units

The following table summarizes the restricted stock unit activity during thesix months ended* June 30, 2026*:

At* June 30, 2026*, the Company had unrecognized stock-based compensation expense related to restricted stock awards of $0.8 million, which is expected to be recognized over the remaining weighted-average vesting period of 0.8 years. The expense is recognized over the vesting period of the award.

Stock Options

The following table summarizes stock option activity during thesix months ended* June 30, 2026*:

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. As of* June 30, 2026*, all of the outstanding stock options have been fully vested.

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6. License and Development Agreements

License Agreement with Novartis for Dovitinib

On* January 26, 2024,the Company received a termination notice from Novartis due to a material breach of the License Agreement. Accordingly, under the terms of the License 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 June 30, 2026*, the liability is recorded as a current liability on the Company’s condensed unaudited consolidated balance sheets as follows: $3.6 million in accounts payable, $1.4 million convertible promissory notes and accrued interest, net of debt discount, and $0.6 million in accrued liabilities.

7. Loss Per Share of Common Stock

Basic loss per share is derived by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, of the potential exercise or conversion of securities, such as warrants and stock options, which would result in the issuance of incremental shares of common stock unless such effect is anti-dilutive. In calculating the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remained the same for both calculations because when a net loss exists, dilutive shares arenot included in the calculation. Potentially dilutive securities outstanding, as determined by the latest applicable conversion price, that have been excluded from diluted loss per share due to being anti-dilutive include the following:

8. 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.

9. Subsequent Event

On* July 7,*we announced the Clinical Laboratory Improvement Amendments (CLIA) certification for our in-house laboratory. With all equipment in place, our Horsholm, Denmark, laboratory is able to do all necessary testing in house to support the acceleration of stenoparib toward FDA registration. With the lab already in place, the certification allows us to integrate our processes to reduce cost and turnaround times for DRP analyses and improve communication with clinical trial sites.