false
0001860657
0001860657
2026-06-26
2026-06-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June
26, 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
5.07 Submission of Matters to a Vote of Security Holders.
On
June 26, 2026, Allarity Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).
At the Annual Meeting, seven proposals were submitted to the Company’s stockholders of record for a vote. These proposals are described
in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 30, 2026
(the “Proxy Statement”).
At
the Annual Meeting, a total of 8,364,272 (or 54.10%) of the Company’s issued and outstanding shares of common stock held of record
as of May 7, 2026, the record date for the Annual Meeting, were present either in person or by proxy, which constituted a quorum.
The
final voting results for each proposal are set forth below. For additional information regarding the proposals, please refer to the Proxy
Statement.
Proposal 1: The director nominee listed below
was duly elected at the Annual Meeting for annual term expiring in 2029 was approved pursuant to the following votes:
| Nominee |
|
For |
|
Withheld |
|
Broker
Non-Votes |
| Jesper
Hoiland |
|
3,748,814 |
|
187,812 |
|
4,427,646 |
Proposal 2: The appointment of Wolf & Company,
P.C. to serve as the Company’s independent registered public accounting firm for 2026 was ratified pursuant to the following votes:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 8,330,862 |
|
25,167 |
|
8,243 |
|
0 |
Proposal 3: The proposal to amend our Amended
and Restated 2021 Equity Incentive Plan, to increase the aggregate number of shares of common stock authorized for grant from 1,521,990
to 2,021,990 was approved pursuant to the following votes:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 3,083,990 |
|
823,336 |
|
29,300 |
|
4,427,646 |
Proposal 4: The proposal for approval, on an advisory
basis, of the compensation of the Company’s executive officers was approved pursuant to the following votes:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 3,621,297 |
|
301,684 |
|
13,645 |
|
4,427,646 |
Proposal 5: The proposal to approve the issuance
of shares of our common stock pursuant to the Common Stock Purchase Agreement dated January 28, 2026 by and between the Company and Tumim
Stone Capital LLC in excess of the Exchange Cap was approved pursuant to the following votes:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 3,168,301 |
|
722,610 |
|
45,715 |
|
4,427,646 |
Proposal 6: To approve an amendment to our Certificate
of Incorporation to limit the liability of certain officers as permitted by Delaware law, did not pass, pursuant to the following votes:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 3,518,072 |
|
402,701 |
|
15,853 |
|
4,427,646 |
Proposal 7: The proposal to approve the adjournment
of the Annual Meeting, if necessary or advisable, to solicit additional proxies in favor of the aforementioned proposals was approved
pursuant to the following votes:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 7,309,857 |
|
1,032,786 |
|
21,629 |
|
0 |
Item
8.01 Other Events.
On
June 30, 2026, the Company announced that the United States Patent and Trademark Office (USPTO) has granted the key U.S. patent covering
its proprietary stenoparib-specific Drug Response Predictor (DRP®) companion diagnostic. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated June 30, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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. |
|
| |
|
| Dated: July 1, 2026 |
|
| |
|
| By: |
/s/ Thomas H. Jensen |
|
| |
Thomas H. Jensen |
|
| |
Chief Executive Officer |
|
Exhibit 99.1

Allarity Therapeutics Announces the
Grant of Essential U.S. Patent for Its Stenoparib DRP® Companion Diagnostic
| - | Key U.S. patent now protects exclusivity for developing
stenoparib with the stenoparib-DRP® until April 2042 |
TARPON SPRINGS, Fla., June 30, 2026 – Allarity Therapeutics, Inc. (“Allarity” or the “Company”) (NASDAQ:
ALLR), a Phase 2 clinical-stage pharmaceutical company dedicated to developing stenoparib (2X-121)—a differentiated, dual PARP and
WNT pathway inhibitor—today announced that the United States Patent and Trademark Office (USPTO) has granted the key U.S. patent
covering its proprietary stenoparib-specific Drug Response Predictor (DRP®) companion diagnostic. The newly granted patent has a term
extending into April 2042. The patent grant follows the USPTO’s Notice of Allowance for the stenoparib DRP® companion diagnostic
formerly announced by Allarity in April 2026.
“This is a critical step for Allarity. With this U.S.
patent now granted and providing protection into 2042, we have established an important long-term intellectual property foundation for
stenoparib and our DRP® companion diagnostic,” said Thomas Jensen, Chief Executive Officer of Allarity Therapeutics. “Looking
ahead, our goal is to use the stenoparib DRP® to help identify the patients most likely to benefit from treatment. This patent provides
the foundation for advancing a more precise, patient-selection-driven approach to ovarian cancer and accelerating stenoparib toward FDA
approval.”
The granted patent covers methods for predicting clinical
benefit from stenoparib based on gene-expression profiles derived from tumor samples, as well as methods for selecting patients most likely
to benefit from stenoparib treatment using the stenoparib DRP® test. The patent protects Allarity’s long-term commercial strategy,
allowing exclusivity for stenoparib when used in concert with the stenoparib DRP® companion diagnostic in the United States into April
2042.
Allarity has also secured patent protection for the stenoparib
DRP® in Europe and Australia into 2039, with related applications pending in several additional international markets.
About Stenoparib/2X-121
Stenoparib is an orally
available, small-molecule dual-targeted inhibitor of PARP1/2 and tankyrase 1/2. At present, tankyrases are attracting significant attention
as emerging therapeutic targets for cancer, principally due to their role in regulating the WNT signaling pathway. Aberrant WNT/β-catenin
signaling has been implicated in the development and progression of numerous cancers, especially drug-resistant cancers. By inhibiting
PARP and blocking WNT pathway activation, stenoparib’s unique therapeutic action shows potential as a promising therapeutic for
many cancer types, including ovarian cancer, small cell lung cancer and colorectal cancer. Allarity has secured exclusive global rights
for the development and commercialization of stenoparib, which was originally developed by Eisai Co. Ltd. and was formerly known under
the names E7449 and 2X-121. Allarity has completed its first Phase 2 trial for stenoparib in advanced ovarian cancer patients. That trial
showed promising and durable clinical benefit in ovarian cancer patients who had 2+ lines of therapy and were given stenoparib twice
daily. The updated data from this study were presented at the AACR special conference on advances in ovarian cancer in September 2025.
Note that analyses may change as the study fully matures. A new protocol was designed expressly to capitalize on this emerging clinical
experience with stenoparib in platinum resistant patients and began enrolling patients in the summer of 2025. This amended protocol enrolls
only platinum resistant or platinum-ineligible patients and is designed to accelerate the clinical development of stenoparib toward FDA
approval. In parallel, a separate Phase 2 trial evaluating stenoparib in combination with temozolomide for relapsed small cell lung cancer
(SCLC) began enrolling patients in early 2026 and is currently enrolling patients across multiple VA sites in the US.
About the Drug Response Predictor – DRP® Companion Diagnostic
Allarity uses its drug-specific DRP® to select those
patients who, by the gene expression signature of their cancer, may have a high likelihood of benefiting from a specific drug. By screening
patients before treatment, and only treating those patients with a sufficiently high, drug-specific DRP score, the therapeutic benefit
rate may be enhanced. The DRP method builds on the comparison of sensitive vs. resistant human cancer cell lines, including transcriptomic
information from cell lines, combined with clinical tumor biology filters and prior clinical trial outcomes. DRP is based on messenger
RNA expression profiles from patient biopsies. The DRP® platform has shown an ability to provide a statistically significant prediction
of the clinical outcome from drug treatment in cancer patients across dozens of clinical studies (both retrospective and prospective).
The DRP platform, which may be useful in all cancer types and is patented for dozens of anti-cancer drugs, has been extensively published
in the peer-reviewed literature.
Allarity
Therapeutics, Inc. | 123 E Tarpon Ave | Tarpon Springs, Florida | U.S.A. | NASDAQ: ALLR | www.allarity.com

About Allarity Therapeutics
Allarity Therapeutics, Inc. (NASDAQ: ALLR) is a clinical-stage
biopharmaceutical company dedicated to developing personalized cancer treatments. The Company is focused on development of stenoparib,
a novel PARP/tankyrase inhibitor for advanced ovarian cancer patients, using its DRP® technology to develop a companion diagnostic
that can be used to select those patients expected to derive the greatest clinical benefit from stenoparib. Allarity’s principal
operations are located in Denmark and its U.S. business address is in Florida and is committed to addressing significant unmet medical
needs in cancer treatment. For more information, visit www.allarity.com.
Follow Allarity on Social Media
LinkedIn: https://www.linkedin.com/company/allaritytx/
Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide the Company’s current
expectations or forecasts of future events. The words “anticipates,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predicts,” “project,” “should,” “would” and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking
statements include, but are not limited to, statements regarding the term, scope, validity, enforceability and commercial value of the
Company’s newly granted U.S. patent covering its stenoparib-specific DRP® companion diagnostic, including the patent’s
term extending into April 2042; the ability of the patent to protect the use of the stenoparib DRP® test to identify patients most
likely to derive clinical benefit from stenoparib treatment; the anticipated contribution of the patent to the Company’s intellectual
property and commercial strategy; the potential utility and regulatory acceptance of the DRP® companion diagnostic strategy; and the
Company’s plans and ability to advance stenoparib and its companion diagnostic toward clinical development, regulatory approval
and commercialization. Any forward-looking statements in this press release are based on management’s current expectations of future
events and are subject to multiple risks and uncertainties that could cause actual results to differ materially and adversely from those
set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks related
to the scope, validity, enforceability, maintenance and interpretation of the granted patent; the possibility of third-party challenges,
administrative proceedings, litigation or other actions affecting the patent or the Company’s intellectual property rights; the
possibility that the actual patent term or scope of protection may differ from the Company’s expectations; the Company’s ability
to obtain, maintain and enforce intellectual property protection in the United States and other jurisdictions; the potential utility,
clinical validation and regulatory acceptance of the DRP® companion diagnostic strategy; the Company’s ability to conduct, enroll
and complete its ongoing and future clinical trials; the possibility that prior clinical observations may not be confirmed in ongoing
or future studies; the ability of stenoparib to demonstrate sufficient safety, efficacy, tolerability or clinical benefit to support further
development or regulatory approval; and the Company’s ability to secure sufficient financial, operational, manufacturing and clinical
resources to continue development of stenoparib. For a discussion of other risks and uncertainties, and other important factors, any of
which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk
Factors” in our Form 10-K annual report filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026,
and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 15, 2026, available at the SEC’s
website at www.sec.gov, as well as discussions of potential risks, uncertainties and other important factors in the Company’s subsequent
filings with the SEC. All information in this press release is as of the date of the release, and the Company undertakes no duty to update
this information unless required by law.
###
Company Contact:
investorrelations@allarity.com
Media Contact:
Thomas Pedersen
Carrotize PR & Communications
+45 6062 9390
tsp@carrotize.com
Allarity
Therapeutics, Inc. | 123 E Tarpon Ave | Tarpon Springs, Florida | U.S.A. | NASDAQ: ALLR | www.allarity.com