[8-K] Allarity Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Allarity Therapeutics, Inc. (Nasdaq: ALLR) filed a Form 8-K covering executive management changes effective at the end of Q2-25.

• CFO Resignation: Alexander Epshinsky resigned on 30 Jun 2025. The company states the departure was not related to disagreements over operations, accounting or disclosure.
• CFO Appointment: Effective 1 Jul 2025, Jeffrey S. Ervin, age 48, was named part-time Chief Financial Officer. Ervin is an experienced public-company founder/CEO who led IMAC Holdings’ 2019 Nasdaq IPO and currently serves as an independent director of Cingulate, Inc.
• Compensation Terms: Employment Agreement sets a $175,000 annual base salary. If terminated in connection with a Change-of-Control, Ervin will receive six months of salary continuation.
• Governance Disclosures: No family relationships or related-party transactions (>$120k) were identified. Exhibit 10.1 contains the full employment agreement.

The filing is limited to leadership transition matters; it contains no operating or financial performance data. Investors should monitor future filings to assess execution under new financial leadership and any implications for liquidity or strategic direction.

Positive

• Experienced replacement CFO with prior IPO and board credentials may enhance capital-markets expertise.
• Cost-effective compensation structure ($175 k part-time) conserves cash for a pre-revenue biotech.

Negative

• Leadership turnover of the CFO role can create short-term execution risk and uncertainty.
• Part-time CFO arrangement may raise investor concerns about management bandwidth and the company’s financial resources.

Insights

Corporate Governance Expert

TL;DR – Routine CFO turnover with experienced successor; neutral governance impact.

The resignation of CFO Alexander Epshinsky and same-day appointment of Jeffrey S. Ervin reflects orderly succession planning. The company explicitly notes no dispute, mitigating red-flag concerns. Ervin brings IPO experience and current board service, which should strengthen finance discipline, although his part-time status and modest $175 k salary suggest constrained cash resources or limited workload. The six-month severance on change-of-control is standard. Overall governance risk remains contained, but investors will want clarity on Ervin’s bandwidth and near-term capital strategy.

Small-Cap Biotech Financial Analyst

TL;DR – Leadership change slightly negative due to part-time structure but offset by seasoned hire; overall neutral to shares.

CFO turnover in development-stage biotechs often signals funding pressure. While Epshinsky’s departure lacks controversy, the shift to a part-time CFO may underscore cost-containment needs ahead of upcoming financing rounds. Conversely, Ervin’s track record in taking companies public and managing restructurings could help secure capital. The compensation package is minimal versus industry norms, preserving cash burn. With no operational metrics disclosed, market reaction should be muted unless subsequent filings reveal strategic pivots.

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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) June 30, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Chief Financial Officer

On June 30, 2025, Alexander Epshinsky, Chief Financial Officer of Allarity Therapeutics, Inc. (the “Company”), resigned from the Company. The resignation was not the result of any disagreement with the Company regarding its operations, policies or practices, including accounting principles, practices or disclosures.

Appointment of Chief Financial Officer

On July 1, 2025, Jeffrey S. Ervin (age 48) was appointed to the office of Chief Financial Officer (“CFO”) of the Company, to serve as the Company’s CFO on a part-time basis.

Prior to joining the Company, Mr. Ervin served as founder and chief executive officer of Sanaregen Vision Therapeutics, Inc., a clinical-stage biopharmaceutical research and development company, in February 2025 to current day in a fractional capacity. From June 2024 to January 2025, Mr. Ervin served in a fractional capacity as co-chief financial officer of DDC Enterprise, Ltd (NYSE: DDC), a consumer food company. From February 2015 and May 2024, Mr. Ervin served as chairman and chief executive officer of IMAC Holdings, Inc., a provider of innovative medical advancements and care specializing in regenerative rehabilitation orthopedic treatments. Mr. Ervin was co-founder of IMAC Holdings, Inc. and led an initial public offering in February 2019 (Nasdaq: BACK). Mr. Ervin earned his M.B.A. from Vanderbilt University. Mr. Ervin currently serves as an independent director of Cingulate, Inc. (Nasdaq: CING), a biopharmaceutical company focused on the development of new product candidates for the treatment of central nervous system.

Mr. Ervin has no family relationship (within the meaning of Item 401(d) of Regulation S-K) with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. There has been no transaction since the beginning of the Company’s last fiscal year, and there is no currently proposed transaction, in excess of $120,000 in which the Company is or was a participant and in which Mr. Ervin or any of his immediate family members (within the meaning of Item 404 of Regulation S-K) had or will have a direct or indirect material interest.

Ervin Employment Agreement

In connection with Mr. Ervin’s appointment as Chief Financial Officer of the Company, the Company and Mr. Ervin entered into an Employment Agreement, dated as of July 1, 2025 (the “Employment Agreement”), pursuant to which Mr. Ervin will serve as the Company’s Chief Financial Officer on a part-time basis. The material terms and conditions of the Employment Agreement are summarized below.

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The Employment Agreement provides for a $175,000 annual base salary (the “Base Salary”). In the event that the Mr. Ervin’s employment is terminated by the Company as a result of a Change-of-Control (as defined in the Employment Agreement), the Company agreed to provide Mr. Ervin with severance pay in an amount equal to six months’ pay at his final Base Salary rate, payable in the form of salary continuation.

The preceding description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Employment Agreement, dated as of July 1, 2025, by and between Allarity Therapeutics, Inc. and Jeffrey S. Ervin.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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: July 7, 2025	By:	/s/ Thomas H. Jensen
		Thomas H. Jensen
		Chief Executive Officer

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FAQ

Why did Allarity Therapeutics' CFO resign?

The filing states Alexander Epshinsky resigned on 30 Jun 2025 and that the resignation was not due to any disagreement with the company’s operations or accounting.

Who is the new CFO of ALLR?

Effective 1 Jul 2025, Jeffrey S. Ervin was appointed part-time Chief Financial Officer.

What is Jeffrey Ervin’s compensation at Allarity Therapeutics?

The Employment Agreement sets an $175,000 annual base salary with six months’ severance upon a Change-of-Control termination.

Does the new CFO have prior public company experience?

Yes. Ervin co-founded and led IMAC Holdings through its 2019 Nasdaq IPO and serves as an independent director at Cingulate, Inc.

Are there any related-party transactions involving the new CFO?

The company disclosed no transactions over $120,000 involving Mr. Ervin or his immediate family.

Will this 8-K affect ALLR’s financial statements?

No financial results were included; the 8-K is limited to Item 5.02 executive changes.