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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, |
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.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated May 6, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 | ||
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Exhibit 99.1
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
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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.
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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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