Allarity ends agreement to sell up to $6M in stock

No early termination penalty is payable, while specified indemnification and expense obligations continue under the agreement’s terms.

Available on EDGAR 10/30/2026 - 04:06 PM EDT Accepted by SEC EDGAR 10/30/2026 - 04:05 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Allarity Therapeutics, Inc. terminated its Common Stock Purchase Agreement with Tumim Stone Capital LLC effective October 28, 2026. The agreement gave Allarity the right, but not the obligation, to sell Tumim up to $6.0 million of newly issued common stock at Allarity’s sole discretion, subject to the agreement’s terms, conditions and limitations. The purchase price for each sale was determined under a formula based on the common stock’s volume-weighted average price during the applicable pricing period.

Allarity said it terminated the agreement in connection with plans to pursue alternative financing arrangements and will sell no additional shares to Tumim under it. No early termination penalty is payable. Provisions that expressly survive termination, including indemnification and certain expense obligations, remain in effect under their terms.

8-K Event Classification

Item 1.02 — Termination of a Material Definitive Agreement

1 item

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Key Figures

Maximum sales under agreement: up to $6.0 million Agreement date: January 28, 2026 Termination effective date: October 28, 2026 +1 more

4 metrics

Maximum sales under agreement up to $6.0 million Allarity's discretionary right to sell newly issued common stock to Tumim

Agreement date January 28, 2026 Date of the Common Stock Purchase Agreement

Termination effective date October 28, 2026 Date the agreement was terminated

Common stock par value $0.0001 per share Allarity common stock

Key Terms

volume-weighted average price, registration statement, prospectus supplement

3 terms

volume-weighted average price financial

"based on the volume-weighted average price"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

registration statement regulatory

"registered under the Company’s registration statement on Form S-3"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus supplement regulatory

"pursuant to a prospectus supplement dated January 28, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

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

How much stock could Allarity sell to Tumim under the agreement?

The agreement gave Allarity the right, but not the obligation, to sell Tumim up to $6.0 million of newly issued common stock, from time to time at Allarity’s sole discretion and subject to the agreement’s terms, conditions and limitations. After termination, Allarity will not sell additional shares to Tumim under the agreement.

Why did Allarity terminate its agreement with Tumim?

Allarity said it elected to terminate the agreement in connection with its plans to pursue alternative financing arrangements.

Does Allarity owe a penalty for terminating the Tumim agreement?

No early termination penalty is payable. Provisions that expressly survive termination, including indemnification and certain expense obligations, remain in effect under their terms.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 28, 2026

ALLARITY THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41160		87-2147982
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

123 E Tarpon Ave,
Tarpon Springs, FL 34689

(Address of principal executive offices)

(401) 426-4664

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ALLR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement.

Termination of Common Stock Purchase Agreement

On October 28, 2026, Allarity Therapeutics, Inc. (the “Company”) terminated the Common Stock Purchase Agreement, dated January 28, 2026 (the “Purchase Agreement”), by and between the Company and Tumim Stone Capital LLC (“Tumim”), effective as of such date.

As previously disclosed, the Purchase Agreement provided the Company with the right, but not the obligation, to sell to Tumim, from time to time at the Company’s sole discretion, up to $6.0 million of newly issued shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), subject to the terms, conditions and limitations of the Purchase Agreement. The purchase price for each sale was determined under a formula based on the volume-weighted average price of the Common Stock during the applicable pricing period. The offer and sale of the shares were registered under the Company’s registration statement on Form S-3 (File No. 333-291906) pursuant to a prospectus supplement dated January 28, 2026.

The Company elected to terminate the Purchase Agreement in connection with its plans to pursue alternative financing arrangements. No early termination penalty is payable under the Purchase Agreement in connection with the termination. Following the termination, the Company will not sell any additional shares of Common Stock to Tumim under the Purchase Agreement. Provisions of the Purchase Agreement that expressly survive termination, including indemnification and certain expense obligations, remain in effect in accordance with their terms.

The Purchase Agreement was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2026.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Allarity Therapeutics, Inc.
Date: October 30, 2026	By:	/s/ Thomas H. Jensen
		Thomas H. Jensen
		Chief Executive Officer

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB