United States securities and exchange commission logo
November 1, 2021
Steve R. Carchedi
Chief Executive Officer
Allarity Therapeutics, Inc.
210 Broadway, Suite 201
Cambridge, MA 02139
Re: Allarity
Therapeutics, Inc.
Amendment No. 2 to
Registration Statement on Form S-4
Filed October 20,
2021
File No. 333-258968
Dear Mr. Carchedi:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
October 14, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
Business
License Agreement with Eisai for Stenoparib, page 183
1. We note that you have
filed the second amendment to the exclusive license agreement you
have with Eisai as
Exhibit 10.12 as well as the third amendment to the exclusive license
agreement you have with
Smerud as Exhibit 10.13. Please revise your summary disclosure
of your agreements with
Eisai and Smerud, respectively, to clearly reference these
amendments. Include in
your revisions disclosure of the extension payment under your
agreement with Eisai
and the trigger therefor, as set forth in Section 7.6 of the amended
agreement. We note your
table on page 146 comparing stenoparib to approved drugs
marketed by third
parties and another product candidate in development by a third party.
Steve R. Carchedi
Allarity Therapeutics, Inc.
November 1, 2021
Page 2
Given the stage of development for stenoparib, such comparison is
premature and
speculative. Accordingly, please remove this comparison.
Additionally, we note your disclosure on page 103 that the initiation by
Smerud of the
next Phase 2 clinical trial for LiPlaCis is anticipated by early 2022
and that the license
agreement with Smerud may be terminated if Smerud does not obtain
outside financing
for the program by October, 2021. Please shorten the arrow corresponding
to this program
in your pipeline table on page 14 so that it reflects that your
development partner has not
completed Phase 2 development.
Research and Development Expenses, page 226
2. We note your response to comment 10. It is not clear based on your
response specifically
what the patent costs represent that are included in research and
development and
correspondingly how inclusion of these costs is appropriate under ASC
730-10. Please
further advise by telling us who the payments were made to and for what
specific purpose.
If true, revise your disclosure to state that the patent expenses do not
relate to legal costs.
You may contact Nudrat Salik at (202) 551-3692 or Vanessa Robertson at
(202) 551-
3649 if you have questions regarding comments on the financial statements and
related
matters. Please contact Jessica Ansart at (202) 551-4511 or Christine Westbrook
at (202) 551-
5019 with any other questions.
Sincerely,
FirstName LastNameSteve R. Carchedi
Division of
Corporation Finance
Comapany NameAllarity Therapeutics, Inc.
Office of Life
Sciences
November 1, 2021 Page 2
cc: Scott E. Bartel, Esq.
FirstName LastName