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): October 10, 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.) |
210 Broadway, Suite 201 Cambridge, MA | | 02139 |
| (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 2.02 Results of Operations and Financial Condition.
On October 11, 2022, Allarity Therapeutics, Inc. (the “Company”) issued a press release announcing, among other things, certain financial and operational information for its second fiscal quarter ended June 30, 2022 and announcing that it had regained compliance with Nasdaq listing requirements. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The operational highlights regarding the Company’s new combination therapy focused strategy included in the press release involve risks and uncertainties, the outcome of which cannot be foreseen at this time and, therefore, actual results may vary materially from current expectations. In this regard, see the information included in the press release under the caption “Forward-Looking Statements.”
Item 7.01 Regulation FD Disclosure.
The information included in Item 2.02 above is incorporated herein by reference. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 or otherwise subject to the liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By furnishing this information on this Current Report on Form 8-K, we make 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 8.01 Other Events
As previously disclosed, on August 23, 2022, the Company received notice from the Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the Company not having timely filed its Quarterly Report on Form 10-Q for the three months ended June 30, 2022 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”).
On October 10, 2022, the Company received written notice from Nasdaq informing the Company that it has regained compliance with Nasdaq Listing Rule 5250(c)(1) upon the filing of the Company’s Form 10-Q on October 7, 2022 and that the matter was now closed.
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/ James G. Cullem |
| | | James G. Cullem Chief Executive Officer |
| | | |
| Dated: October 11, 2022 | | |
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