Common Stock Will Begin Trading on a Post-Split
Adjusted Basis on March 27, 2023
Press releaseBOSTON,
Mass - March 24, 2023 — Allarity Therapeutics, Inc.
(Nasdaq: ALLR) (“Allarity” or the “Company”), a clinical-stage
pharmaceutical company developing novel oncology therapeutics
together with drug-specific DRP® companion diagnostics for
personalized cancer care, today announced that it intends to effect
a reverse stock split of its common stock, at a ratio of 1 post
split share for every 35 pre-split shares. The reverse stock split
will become effective at 4:05 p.m. New York Time on Friday, March
24, 2023 (the “Effective Time”). The Company’s common stock will
continue to trade on the Nasdaq Global Market (“Nasdaq”) under the
existing trading symbol “ALLR” and will begin trading on a post
split-adjusted basis when the market opens on Monday, March 27,
2023. The CUSIP number for Allarity’s common stock following the
reverse stock split will be 016744203.
At a special meeting of stockholders held on
March 20, 2023 (the “Special Meeting”), the Company’s stockholders
approved a proposal to amend its Certificate of Incorporation, as
amended, at the discretion of the Company’s Board of Directors (the
“Board”) to effect a reverse stock split of the Company’s issued
and outstanding common stock, at a ratio between 1-for-20 and
1-for-35 (the “Range”), with the ratio within such Range to be
determined at the discretion of the Board and included in a public
announcement. Upon such stockholder approval, the Board was granted
the discretion to effect a reverse stock split of the Company’s
common stock through an amendment to its Certificate of
Incorporation, as amended, at a ratio of not less than 1-for-20 and
not more than 1-for-35, with such ratio to be determined by the
Board. Following such stockholder approval at the conclusion of the
Special Meeting, Allarity’s Board of Directors determined a ratio
of 1-for-35 for the reverse stock split.
The reverse stock split is primarily intended to
increase the Company’s per share trading price and bring the
Company into compliance with Nasdaq’s listing requirement regarding
minimum share price, as well as to support the Company’s efforts to
raise additional capital.
As a result of the reverse stock split, at the
Effective Time, every 35 shares of Allarity’s issued and
outstanding common stock will be converted automatically into one
issued and outstanding share of common stock without any change in
the par value per share. Stockholders holding shares through a
brokerage account will have their shares automatically adjusted to
reflect the 1-for-35 reverse stock split.
The reverse stock split will affect all
stockholders uniformly and will not alter any stockholder’s
percentage interest in the Allarity’s equity, except to the extent
that the reverse stock split would result in a stockholder owning a
fractional share. Any fractional share of a stockholder resulting
from the reverse stock split will be rounded up to the nearest
whole number of share. The reverse stock split will reduce the
number of shares of the Company’s common stock outstanding from
34,294,582 shares to approximately approximately 979,846 shares.
Proportional adjustments will be made to the number of shares of
Allarity’s common stock issuable upon exercise or conversion of
Allarity’s equity awards and warrants, as well as the applicable
exercise price.
Stockholders whose shares are held in brokerage
accounts should direct any questions concerning the reverse stock
split to their broker. All stockholders of record may direct
questions to Allarity’s transfer agent, Computershare Trust
Company, N.A. at (866) 641-4276.
About the Drug Response Predictor –
DRP® Companion
Diagnostic
Allarity uses a drug-specific DRP® companion
diagnostic to select those patients who, by the genetic signature
of their cancer, are found to have a high likelihood of responding
to a specific drug. By screening patients before treatment, and
only treating those patients with a sufficiently high DRP® score,
Allarity believes that the therapeutic response rate can be
significantly increased. The DRP® method builds on the comparison
of sensitive versus 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 from patient biopsies. The DRP® platform has
demonstrated its ability to provide a statistically significant
prediction of the clinical outcome from drug treatment in cancer
patients in 37 out of 47 clinical studies that were examined (both
retrospective and prospective), including ongoing, prospective
Phase 2 trials of stenoparib and IXEMPRA®. The DRP® platform, which
can be used in all cancer types and is patented for more than 70
anticancer drugs, has been extensively published in peer reviewed
literature.
About Allarity Therapeutics
Allarity Therapeutics, Inc. (Nasdaq: ALLR)
develops drugs for personalized treatment of cancer guided by its
proprietary and highly validated companion diagnostic technology,
the DRP® platform. The Company has a mature portfolio of three drug
candidates: stenoparib, a PARP inhibitor in Phase 2 development for
ovarian cancer; dovitinib, a pan-tyrosine kinase inhibitor
previously developed through Phase 3 in renal cancer; and IXEMPRA®
(Ixabepilone), a microtubule inhibitor approved in the U.S. and
marketed by R-PHARM U.S. for the treatment of second-line
metastatic breast cancer, and is currently in Phase 2 development
in Europe for the same indication. Additionally, the Company has
rights in two secondary assets: 2X-111, a liposomal formulation of
doxorubicin for metastatic breast cancer and/or glioblastoma
multiforme (GBM), which is the subject of discussions for a
restructured out-license to Smerud Medical Research International
AS; and LiPlaCis®, a liposomal formulation of cisplatin and its
accompanying DRP®, being developed via a partnership with Chosa
Oncology AB for late-stage metastatic breast cancer. The Company is
headquartered in the United States and maintains an R&D
facility in Hoersholm, Denmark. For more information, please visit
the Company’s website at www.Allarity.com.
Follow Allarity on Social
Media Facebook: https://www.facebook.com/AllarityTx/
LinkedIn: https://www.linkedin.com/company/allaritytx/ Twitter:
https://twitter.com/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 Allarity’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 related to the Company’s ability to
regain compliance with the Nasdaq Listing Rule, statements relating
to the reverse stock split and ability to raise capital, statements
related to the expected availability capital to fund its
anticipated clinical trials, statements related to advancing
dovitinib in combination with another therapeutic candidate or
other approved drug, any statements related to ongoing clinical
trials for stenoparib as a monotherapy or in combination with
another therapeutic candidate for the treatment of advanced ovarian
cancer, or ongoing clinical trials (in Europe) for IXEMPRA® for the
treatment of metastatic breast cancer, and statements relating to
the effectiveness of the Company’s DRP® companion diagnostics
platform in predicting whether a particular patient is likely to
respond to a specific drug. 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, the risk that results of a clinical study do not
necessarily predict final results and that one or more of the
clinical outcomes may materially change following more
comprehensive reviews of the data, and as more patient data become
available, the risk that results of a clinical study are subject to
interpretation and additional analyses may be needed and/or may
contradict such results, the receipt of regulatory approval for
dovitinib or any of our other therapeutic candidates or, if
approved, the successful commercialization of such products, the
risk of cessation or delay of any of the ongoing or planned
clinical trials and/or our development of our product candidates,
the risk that the results of previously conducted studies will not
be repeated or observed in ongoing or future studies involving our
therapeutic candidates, and the risk that the current COVID-19
pandemic will impact the Company’s current and future clinical
trials and the timing of the Company’s preclinical studies and
other operations. 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 S-1 registration statement on file with
the Securities and Exchange Commission, available at the
Securities and Exchange Commission’s website at www.sec.gov,
and as well as discussions of potential risks, uncertainties and
other important factors in the Company’s subsequent filings with
the Securities and Exchange Commission. 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: Thomas
Jensen Senior V.P.
of Investor
Relations investorrelations@allarity.com
U.S. Media
Contact: Mike Beyer
Sam Brown, Inc.
+1 (312) 961-2502
mikebeyer@sambrown.com EU
Media
Contact: Thomas
Pedersen Carrotize
PR & Communications +45 6062
9390 tsp@carrotize.com
- Allarity Press Release Reverse Stock Split
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