Allarity Therapeutics ends stock offering of up to $6M

The termination does not end any applicable resale coverage for shares previously issued and sold to Tumim or terminate the Form S-3 registration statement.

Available on EDGAR 10/30/2026 - 04:11 PM EDT Accepted by SEC EDGAR 10/30/2026 - 04:10 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Allarity Therapeutics, Inc. terminated, effective October 28, 2026, its Common Stock Purchase Agreement with Tumim Stone Capital LLC and the related primary offering of up to $6,000,000 of common stock.

No additional shares will be offered or sold under the agreement or the January 28, 2026 prospectus supplement. The termination applies only to the primary offering: it does not terminate any applicable resale coverage for shares previously issued and sold to Tumim, or withdraw or terminate the Form S-3 registration statement or accompanying base prospectus.

Key Figures

Primary offering amount: Up to $6,000,000 Purchase Agreement date: January 28, 2026 Termination effective date: October 28, 2026

3 metrics

Primary offering amount Up to $6,000,000 The primary offering under the Common Stock Purchase Agreement was terminated effective October 28, 2026.

Purchase Agreement date January 28, 2026 Date of the agreement between Allarity Therapeutics and Tumim Stone Capital.

Termination effective date October 28, 2026 Effective date of the Purchase Agreement termination.

Key Terms

primary offering, resale coverage, Common Stock Purchase Agreement

3 terms

primary offering financial

"primary offering of additional shares"

A primary offering is when a company sells newly created shares or other securities to raise money directly from investors; the cash proceeds go to the company rather than to existing shareholders. Investors care because it changes how much of the company each share represents—like cutting a pie into more pieces so each piece is smaller—and can affect the stock price and the company’s ability to fund growth or pay down debt.

resale coverage financial

"any resale coverage under the Original Prospectus Supplement"

Common Stock Purchase Agreement financial

"pursuant to the Common Stock Purchase Agreement"

A common stock purchase agreement is a legal contract that spells out the deal when someone buys ordinary shares in a company, specifying how many shares, the price, payment method, and any conditions for the sale. For investors it matters because it defines ownership rights, timing and protections—like a receipt plus rules for a big purchase—so it determines how and when an investor actually acquires voting power and potential returns.

Offering Details

primary equity line (terminated) · Up to $6,000,000; primary offering terminated effective October 28, 2026

Offering

Offering Type primary equity line (terminated)

Securities Offered Common stock

Offering Amount Up to $6,000,000; primary offering terminated effective October 28, 2026

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much was ALLR's Tumim offering?

The primary offering to Tumim Stone Capital LLC covered up to $6,000,000 of common stock. Allarity terminated the agreement effective October 28, 2026, and said no additional shares would be offered or sold under it.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-291906

PROSPECTUS SUPPLEMENT

(To Prospectus Supplement dated January 28, 2026
and Prospectus dated December 5, 2025)

ALLARITY THERAPEUTICS, INC.

Common Stock

Termination of Equity Line of Credit Primary Offering

This prospectus supplement amends and supplements our prospectus supplement dated January 28, 2026 (the “Original Prospectus Supplement”) and the accompanying prospectus dated December 5, 2025, relating to the offer and sale by Allarity Therapeutics, Inc. of up to $6,000,000 of shares of our common stock to Tumim Stone Capital LLC (“Tumim”) pursuant to the Common Stock Purchase Agreement, dated as of January 28, 2026, between us and Tumim (the “Purchase Agreement”).

We terminated the Purchase Agreement effective October 28, 2026. Accordingly, the primary offering of additional shares of our common stock under the Original Prospectus Supplement is hereby terminated. We will not offer or sell any additional shares under the Purchase Agreement or the Original Prospectus Supplement, and the Original Prospectus Supplement may no longer be used for any further primary offer or sale under the Purchase Agreement.

This prospectus supplement terminates only the primary offering of additional shares to Tumim. It does not terminate any resale coverage under the Original Prospectus Supplement for shares previously issued and sold to Tumim, to the extent such coverage remains applicable. It does not withdraw or terminate our registration statement on Form S-3 (File No. 333-291906) or the accompanying base prospectus.

This prospectus supplement should be read together with the Original Prospectus Supplement and the accompanying prospectus, including the documents incorporated by reference therein. Except as expressly modified by this prospectus supplement, the Original Prospectus Supplement and accompanying prospectus remain unchanged.

Investing in our common stock involves risks. See “Risk Factors” in the Original Prospectus Supplement, the accompanying prospectus and the documents incorporated by reference therein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is October 30, 2026.