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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)
September 22, 2025
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 1.01 Entry into a Material Definitive Agreement.
Securities
Purchase Agreement
On
September 22, 2025, Allarity Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the
“Purchase Agreement”) with a certain accredited investor named therein (the “Investor”), pursuant to which
the Company agreed to sell the Shares and/or Pre-Funded Warrants (as defined below) to the Investor, in a private placement
transaction (the “Private Placement”).
The
initial closing of the Private Placement is scheduled to occur on September 23, 2025 (the “Initial Closing”), subject
to customary closing conditions. At the Initial Closing, the Company has agreed to issue and sell 1,562,500 shares (the
“Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) for $1.60
per Share, and/or pre-funded warrants in (the “Pre-Funded Warrants) to purchase one share of Common Stock per Pre-Funded
Warrant, at an offering price of $1.5999 per Pre-Funded Warrant (the “Purchase Price”), for gross proceeds to the
Company of approximately $2.5 million, before deducting fees and expenses. Each Pre-Funded Warrant is exercisable for one share of
Common Stock for $0.0001 per share (a “Conversion Share”).
For
a period of ninety (90) calendar days following the Initial Closing, the Investor has 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 Rule 5635(d)). The purchase price per Share at the Additional Closing shall be equal to
the then-current Minimum Price. The purchase price per Pre-Funded Warrant at the Additional Closing will be equal to the then-current
Minimum Price less the $0.0001 exercise price.
The
Purchase Agreement contains customary representations, warranties and covenants that were made solely for the benefit of the parties to
the Purchase Agreement. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties
to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what
may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included
with this filing only to provide investors with information regarding the terms of transaction and not to provide investors with any other
factual information regarding the Company. The Investor should not rely on the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which
subsequent information may or may not be fully reflected in public disclosures.
Registration
Rights Agreement
In
connection with the Private Placement, the Company entered into a Registration Rights Agreement (the “Registration Rights
Agreement”) with the Investor at the Initial Closing, pursuant to which the Company will agree to prepare and file, within 10
days of the Initial Closing, an initial registration statement (the “Initial Registration Statement”) with the U.S.
Securities and Exchange Commission (the “SEC”) to register for resale the Shares and/or the shares underlying the
Pre-Funded Warrants in connection with the Initial Closing. If applicable, the Company has agreed to prepare and file an additional
registration statement (the “Additional Registration Statement”) with the SEC to register for resale the Shares and/or
the shares underlying the Pre-Funded Warrants that may be issued in connection with the Additional Closing. The Company will use
reasonable best efforts to cause the Initial Registration Statement or any Additional Registration Statement and any amendments to
promptly become effective, but in no event later than the earlier of (i) the 90th calendar day following the Initial
Registration Statement or any Additional Registration Statement filing date and (ii) the fifth business day after the date the
Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement or any
Additional Registration Statement, as applicable, will not be “reviewed” or will not be subject to further review.
The
Company shall use reasonable best efforts to keep the Initial Registration Statement or any Additional Registration Statement, as applicable,
continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of
the Registrable Securities covered thereby at all times until the earliest to occur of the following events: (i) the date on which the
Investor shall have resold all the Registrable Securities covered thereby; and (ii) the date on which the Registrable Securities may be
resold by the Investor without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 as promulgated
by the SEC under the Securities Act (“Rule 144”), without the requirement for the Company to be in compliance with the current
public information requirement under Rule 144 under the Securities Act or any other rule of similar effect. Certain cash penalties will
apply to the Company in the event of registration failures, as described in the Registration Rights Agreement. The Company has granted
the Purchasers customary indemnification rights in connection with the Registration Rights Agreement. The Purchasers have also granted
the Company customary indemnification rights in connection with the Registration Rights Agreement.
The
foregoing summaries of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in
their entirety by reference to the complete text of the form of Purchase Agreement and the form of Registration Rights Agreement, which
are filed with this report as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference
herein.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure regarding the
Shares and/or Pre-Funded Warrants to be sold and issued under the Purchase Agreement set forth under Item 1.01 of this Current Report
on Form 8-K is incorporated herein by reference under this Item 3.02.
The Shares and/or Pre-Funded
Warrants described above under Item 1.01 have not been registered under the Securities Act of 1933, as amended (“Securities Act”),
or any state securities laws. The Company is relying on the exemption from the registration requirements of the Securities Act by virtue
of Section 4(a)(2) thereof. Each of the Investor’s provided representations appropriate for a private placement of the Shares and/or
Pre-Funded Warrants. Restrictive legends will be affixed to the securities issued in the Private Placement.
Neither this Current Report
on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other
securities of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement, dated September 22, 2025, by and among the Company and the Investor. |
| 10.2 |
|
Form of Registration Rights Agreement, dated September 22, 2025, by and among the Company and the Investor. |
| 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. |
| |
|
|
| Date: September 22, 2025 |
By: |
/s/ Thomas H. Jensen |
| |
|
Thomas H. Jensen |
| |
|
Chief Executive Officer |
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