Current Report Filing (8-k)
December 12 2022 - 5:02AM
Edgar (US Regulatory)
0001860657
false
0001860657
2022-12-09
2022-12-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
December 9, 2022
ALLARITY THERAPEUTICS, INC.
(Exact name of registrant as specified in our charter)
Delaware |
|
001-41160 |
|
87-2147982 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
22 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 (see
General Instruction A.2. below):
☐ |
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.
On December 9, 2022, the Company
and 3i, LP (“3i”), the holder of outstanding shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”)
entered into a letter agreement which provided that pursuant to Section 8(g) of the Certificate of Designations for the Series A Preferred
Stock, the parties agreed that the Conversion Price (as defined in such Certificate of Designations”) was modified to mean the lower
of: (i) the Closing Sale Price (as defined in the Certificate of Designations) on the trading date immediately preceding the Conversion
Date (as defined in the Certificate of Designations and (ii) the average Closing Sale Price of the common stock for the five trading days
immediately preceding the Conversion Date, for the Trading Days (as defined in the Certificate of Designations) through and inclusive
of January 19, 2023.
The shares of Series A Preferred
Stock was acquired by 3i pursuant to the terms that certain Securities Purchase Agreement dated as of May 20, 2021 and the other related
transaction documents by and between the Company and 3i. In addition to the material relationship with 3i relating to the Series A Preferred
Stock, as previously disclosed, 3i is also a holder of a secured promissory note issued by the Company pursuant to a Secured Note Purchase
Agreement and a Security Agreement by and between the Company and 3i, each of which is dated as of November 22, 2022.
Item 3.03. Material Modification to
Rights of Security Holders.
As previously disclosed in
Item 1.01, upon the approval of the Board of Directors on December 9, 2022, the Company and 3i agreed that pursuant to Section 8(g) of
the Certificate of Designations for the Series A Preferred Stock the Conversion Price (as defined in such Certificate of Designations”)
the parties agreed to modify the term Conversion Price to mean the lower of: (i) the Closing Sale Price (as defined in the Certificate
of Designations) on the trading date immediately preceding the Conversion Date (as defined in the Certificate of Designations and (ii)
the average Closing Sale Price of the common stock for the five trading days immediately preceding the Conversion Date, for the Trading
Days (as defined in the Certificate of Designations) through and inclusive of January 19, 2023.
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/ James G. Cullem |
|
|
James G. Cullem |
|
|
Chief Executive Officer |
|
|
|
Dated: December 12, 2022 |
|
|
2
Allarity Therapeutics (NASDAQ:ALLR)
Historical Stock Chart
From Apr 2024 to May 2024
Allarity Therapeutics (NASDAQ:ALLR)
Historical Stock Chart
From May 2023 to May 2024