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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):
May 6, 2024
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.) |
24
School Street, 2nd Floor,
Boston, MA |
|
02108 |
(Address of principal executive offices) |
|
(Zip Code) |
(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 7.01 Regulation FD Disclosure.
Nasdaq Compliance
As
previously reported, on April 17, 2024, Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), issued a press
release announcing that it had been granted an extension until May 14, 2024, to regain compliance with Nasdaq Listing Rule 5550(b)(1)
(the “Stockholders’ Equity Requirement”).
On
May 2, 2024, the Company determined that its stockholder’ equity was significantly above $2.5 million and compliant with Stockholders’
Equity Requirement. Therefore, the Company believes that as of the date of this Current Report on Form 8-K it has regained compliance
with the Stockholders’ Equity Requirement and is awaiting a compliance determination from Nasdaq.
Registration Statement
on Form S-1
On May 6, 2024, the Company
issued a press release announcing that the Company determined to withdraw the Registration Statement on Form S-1 (File No.: 333-275224),
initially filed with the Securities and Exchange Commission on October 30, 2023.
A copy of the press release
describing the above matters is attached to this Current Report on Form 8-K as Exhibit 99.1.
This information is furnished
pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, unless the Company specifically
incorporates it by reference in a document filed under the Securities Act of 1933, as amended or the Exchange Act. By furnishing this
information on this Current Report on Form 8-K, the Company makes no admission as to the materiality of any information in this report
that is required to be disclosed solely by reason of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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. |
|
|
|
By: |
/s/ Thomas H. Jensen |
|
|
Thomas H. Jensen |
|
|
Chief Executive Officer |
|
|
|
Dated: May 6, 2024 |
|
|
2
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1860657/000121390024039918/ex99-1_001.jpg)
Allarity Therapeutics Exceeds Nasdaq’s
Minimum Equity Requirement;
Requests Voluntarily Withdrawal of Form S-1
| - | Stockholders’ equity significantly surpasses the $2.5
million minimum required by Nasdaq |
| - | Company is to seek Nasdaq’s formal confirmation of
compliance with equity requirements under the exchange’s Rule 5550(b)(1). |
| - | Company will submit a request to the SEC to withdraw Form
S-1 |
Boston (May 6, 2024)—Allarity Therapeutics, Inc. (“Allarity”
or the “Company”) (NASDAQ: ALLR), a clinical-stage pharmaceutical company dedicated to developing personalized cancer treatments,
today announced that its stockholders’ equity is significantly above the $2.5 million minimum required by Nasdaq Listing Rule 5550(b)(1)(the
“Equity Rule”). The Company is in the process of obtaining official written confirmation from Nasdaq, which will reinstate
its full compliance with Nasdaq listing requirements.
In line with this progress, Allarity plans to formally request the
Securities and Exchange Commission (the “SEC”) to withdraw its Registration Statement on Form S-1 (File No.: 333-275224),
which was originally submitted to the SEC on October 30, 2023. This decision follows a thorough reassessment of the company’s financial
position, reflecting the recent improvement in equity status.
Thomas Jensen, CEO of Allarity Therapeutics, stated, “I am confident
in our ability to regain compliance with Nasdaq’s equity rule. Achieving this milestone not only aligns with our regulatory goals
but also frees us to fully focus on advancing stenoparib, our leading asset. We are committed to revolutionizing the treatment landscape
for advanced, recurrent ovarian cancer patients with this promising therapy, enhanced by our unique Drug Response Predictor, the DRP®,
our dedicated companion diagnostic.”
The Company will disclose the updated equity amount in its forthcoming
Form 10-Q as part of its routine financial disclosures. This Form 10-Q is expected to be filed on May 14, 2024, and will provide stockholders
with detailed insights into the Company’s financial situation.
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, are found to 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 significantly increased. 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 proven its ability to provide
a statistically significant prediction of the clinical outcome from drug treatment in cancer patients dozens of clinical studies (both
retrospective and prospective). The DRP platform, which can be used in all cancer types and is patented for more than 70 anti-cancer drugs,
has been extensively published in the peer-reviewed literature.
Allarity Therapeutics,
Inc. | 24 School Street, 2nd Floor | Boston, MA | U.S.A. | NASDAQ: ALLR | www.allarity.com
![](https://www.sec.gov/Archives/edgar/data/1860657/000121390024039918/ex99-1_001.jpg)
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® companion diagnostic for patient selection in the ongoing
phase 2 clinical trial, NCT03878849. Allarity is headquartered in the U.S., with a research facility in Denmark, 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/
X: 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 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 Form 10-Q filing deadline, receipt of official compliance confirmation
from Nasdaq and submission of a S-1 withdrawal request to the SEC. 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 the Company is not able to timely file its Form 10-Q, receive an official compliance confirmation from Nasdaq,
or withdraw its Form S-1. 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 filed on April 17, 2024, and our Form 10-K annual report on file with the Securities and Exchange
Commission (the “SEC”), available at the SEC’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 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. | 24 School Street, 2nd Floor | Boston, MA | U.S.A. | NASDAQ: ALLR | www.allarity.com
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