What changed in this filing

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Item 9A. Controls and Procedures

2024-03-08 compared with 2023-03-13 · 2113 added, 3384 removed, 297 unchanged (95% of the section changed)

9 unchanged sentences

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures

were not effective as of December 31, 2022 because of the material weaknesses identified in our internal controls over financial reporting.

were effective as of December 31, 2023.

Report on Internal Control over Financial Reporting

10 unchanged sentences

Based on such assessment,

management concluded that as of December 31, 2022, our internal control over financial reporting was not effective.

Management has identified

the following material weakness:

connection with the audit of our financial statements for the years ended December 31, 2022 and 2021, we identified material weaknesses

in our internal controls over financial reporting because we did not have a formal process for period end financial closing and reporting,

we historically had insufficient resources to conduct an effective monitoring and oversight function independent from our operations

and we lack accounting resources and personnel to properly account for accounting transactions such as the issuance of warrants with

a derivative liability component.

In particular, the material weaknesses identified were:

lack of accounting resources required to fulfill US GAAP and SEC reporting requirements;

● a lack of comprehensive US GAAP accounting policies and financial

reporting procedures and personnel;

● a lack of adequate procedures and controls to appropriately

account for accounting transactions including liability and the valuation allowance on the deferred tax asset relating to the net operating

● a lack of segregation of duties given the size of our finance

and accounting team.

We have implemented and are continuing to implement

various measures to address the material weaknesses identified;

management concluded that as of December 31, 2023, our internal control over financial reporting was effective.

have implemented and are continuing to implement various measures to address the material weaknesses identified;

these measures include:

as of June 30, 2022, upon separation with our former Chief Financial Officer, our Director of Financial Reporting, a CPA (Illinois) in 2021 who is experienced with public company reporting and is conversant in US GAAP and SEC accounting issues, was promoted to Interim Chief Financial Officer.

Effective January 1, 2023, our Interim Chief Financial Officer was promoted to our full time Chief Financial Officer.

With this hire we are continuing to address our ongoing development of our comprehensive US GAAP accounting policies, financial reporting procedures and internal controls over financial reporting;

retaining independent US GAAP consulting services to assist with the accounting treatment of complex financial instruments;

engaged an independent US based tax consulting firm.

A significant deficiency is

a control deficiency, or a combination of control deficiencies, that adversely affects our ability to initiate, authorize, record, process,

or report external financial data reliably in accordance with US GAAP such that there is more than a remote likelihood that a misstatement

of our annual or interim financial statements that is more than inconsequential will not be prevented or detected by our employees.

A material weakness is a significant

deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of

our annual or interim financial statements will not be prevented or detected by our employees.

In response, we have begun the process

of evaluating our internal control over financial reporting and to address the material weaknesses identified.

We intend to continue to take

steps to remediate the material weaknesses described above and further evolve our accounting processes, controls, and reviews.

to continue to assess our internal controls and procedures and intend to take further action as necessary or appropriate to address any

other matters we identify or are brought to our attention.

We believe we are making progress

toward achieving the effectiveness of our internal controls and disclosure controls.

The actions that we are taking are subject to ongoing

senior management review, as well as audit committee oversight.

We will not be able to conclude whether the steps we are taking will fully

remediate the material weaknesses in our internal controls over financial reporting until we have completed our remediation efforts and

subsequent evaluation of their effectiveness.

We may also conclude that additional measures may be required to remediate the material

weaknesses in our internal controls over financial reporting, which may necessitate further action.

This Annual Report on Form

10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding the effectiveness

of the Company’s internal control over financial reporting, as such report is not required due to the Company’s status as

a smaller reporting company.

Change in Internal Control over Financial Reporting

Except as discussed above, there have been no

changes in the Company’s internal controls over financial reporting during the year ended December 31, 2022 other than as noted

above, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial

as of June 30, 2022, our

Director of Financial Reporting, a CPA (Illinois) who is experienced with public company reporting and is conversant in GAAP and SEC

accounting issues, was promoted to Interim Chief Financial Officer.

Effective January 1, 2023, our Interim Chief Financial Officer was

promoted to our full time Chief Financial Officer;

retaining independent GAAP

consulting services to assist with the accounting treatment of complex financial instruments;

engaged an independent

based tax consulting firm.

plan to continue to assess our internal controls and procedures and intend to take further action as necessary or appropriate to address

any other matters we identify or are brought to our attention.

We are continuously improving the effectiveness of our internal controls

and disclosure controls.

The actions that we are taking are subject to ongoing senior management review, as well as audit committee oversight.

Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm

regarding the effectiveness of the Company’s internal control over financial reporting, as such report is not required due to the

Company’s status as a smaller reporting company.

in Internal Control over Financial Reporting

Except as discussed above, there have been no changes in the Company’s

internal controls over financial reporting during the quarter ended December 31, 2023, other than as noted above, that have materially

affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information.

DISCLOSURE REGARDING FOREIGN JURISDICTION

THAT PREVENTS INSPECTIONS

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

Directors, Executive Officers and Significant

The following table and text

set forth the names and ages of our current directors and executive officers as of February 1, 2023.

The number of directors is fixed

at five and is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms.

There are currently four members on our Board of Director.

Our directors receive compensation in the form of cash and equity grant for

their services on the Board of Directors.

Executive Officers

Chief Executive Officer, Chief Business Officer, Senior Vice President, Corporate Development and Director

Chief Financial Officer and Director of Financial Reporting

Senior Vice President, Investor Relations and Director

Steen Knudsen, Ph.D.

Chief Scientific Officer

Marie Foegh, M.D.

Chief Medical Officer

Non-Employee Directors

David Roth, M.D .

Gerald McLaughlin (2)

Member of our compensation committee and nominating and corporate governance committee.

Chair of our audit committee, compensation committee and nominating and corporate governance committee.

Business Experience

was appointed to the Board of Directors on July 7, 2022.

Cullem has been our Interim Chief Executive Officer since June 2022, and

our Chief Business Officer and Senior Vice President, Corporate Development since July 2021.

Cullem is an experienced biotechnology

executive and previously served as the Vice President, Corporate Development of our predecessor from August 2014 to September 2019.

2017 to 2020, Mr.

Cullem was the co-founder and a board member of 2X-Oncology, Inc.

(later Oncology Venture US, Inc.), our subsidiary.

From July 2014 to September 2018, he was the Vice President of Corporate Development of the Medical Prognosis Institute, an international

precision medicine company with a mission to help find personalized cures for cancer.

He brings 20+ years of diverse experience in life

sciences organizational management, business development & licensing, intellectual property & technology transfer/commercialization,

partnership creation/management, and strategic planning as a member of executive teams.

During his tenure, Mr.

Cullem has been responsible

for the identification and acquisition of most of our lead clinical oncology assets, including big pharma therapeutics dovitinib (from

Novartis) and stenoparib (from Eisai).

He leads the company’s business development discussions as well as clinical program out-licensing

and partnership negotiations, both in the U.S.

and worldwide.

Cullem has experience in designing and negotiating a broad span of life

science deals, has founded and led several early-stage biotech companies, and is a catalyst for businesses taking the next step in the

fields of precision medicine and predictive/companion diagnostics, novel drug targets, proteomics and genomics, and clinical-stage cancer

therapeutic development.

He holds a B.S.

degree in Biochemistry from The University of California at Davis, a Juris Doctorate (JD) degree

from The University of New Hampshire Franklin Pierce School of Law, specializing in patent & I.P.

law, and is a registered patent

attorney before the United States Patent & Trademark Office.

Based on the above qualifications and Mr.

Cullem’s extensive experience

in business development within the life sciences industry, the Company believes that Mr.

Cullem is well qualified to serve on our Board

of Directors.

Brown has been our Interim Chief Financial Officer since July 2022 and has served as our Director of Financial Reporting since September

From June 2016 to May 2021, Ms.

Brown provided financial reporting services as a consultant to various publicly listed and private

companies, including as our financial reporting consultant (contract) from September 2020 to April 2021.

Brown’s consulting

experience includes public company reporting in accordance with US GAAP and IFRS, SEC correspondence, tax compliance, and audit and operations

From August 2018 to May 2019, Ms.

Brown was a senior manager at MNP, LLP, Chartered Professional Accountants, a chartered accounting

firm in Vancouver, B.C., Canada, where she was responsible for auditing Canadian and US publicly listed companies pursuant to the requirements

of CPAB and PCAOB, respectively.

From November 2014 to May 2016, Ms.

Brown was a director of Prudential Supervision for the Financial

Institutions Commission (FICOM) in Vancouver, B.C., Canada.

Brown received her degree in Business Administration from Simon Fraser

University in 1986, and is a Chartered Accountant in Canada (CPA, CA) (since 1998) and a Registered Certified Public Accountant licensed

in the State of Illinois (since 2004).

appointed to the Board of Directors on July 7, 2022.

Jensen has been our Senior Vice President, Investor Relations since July 2022,

and was previously our Senior Vice President, Information Technology since July 2021, and the Senior Vice President, Information Technology

of Allarity Therapeutics A/S, our predecessor, since June 2020.

Since January 2006, Mr.

Jensen has served as the Chief Technology Officer

of the Medical Prognosis Institute.

Jensen previously served as the Chief Technology Officer of our predecessor from 2004 to June

Jensen co-founded Allarity Therapeutics A/S in 2004.

Jensen also established and currently leads our laboratories in Denmark.

Alongside nurturing our global laboratories, Mr.

Jensen is instrumental in building our investor relations operations, securing operational

financing, and fostering the business growth of Allarity Therapeutics.

Jensen’s accolades are his inventions of molecular

biological guidelines combined with techniques for high quality reproducible RNA extraction and downstream processing.

This allows for

high resolution analysis of cancer patients’ biopsies.

Jensen’s inventions are an important foundation of the DRP ®

-Drug Response Prediction platform.

Jensen holds a Bachelor of Science degree in Biology from the Technical University of Denmark

and conducted further studies in Biology at the University of Copenhagen.

The Company believes that Mr.

Jensen is well qualified to serve

on our Board of Directors based on the above qualifications and his experience in investor relations, business operations and strong track

record with the ongoing development of the Company.

Steen Knudsen, Ph.D.

has been our Chief Scientific Officer since July 2021.

Knudsen is a co-founder of our predecessor Allarity Therapeutics A/S and the

inventor of DRP ® , the Drug Response Prediction Platform, which is our core technology and companion diagnostics platform,

and was the Chief Scientific Officer of Allarity Therapeutics A/S since 2006.

Knudsen is also a former Professor of Systems Biology

with extensive expertise in mathematics, bioinformatics, biotechnology, and systems biology.

He co-founded our predecessor in 2004 and

served as its CEO from 2004 to 2006.

Knudsen also previously served as a member on our predecessor’s Board of Directors from

2016 to 2020.

In addition, Dr.

Knudsen also currently serves as the Chief Executive Officer of MPI, Inc., our operating subsidiary in

Knudsen holds an M.Sc.

degree in Engineering from the Technical University of Denmark and a Ph.D.

degree in Microbiology

from the University of Copenhagen.

He received Postdoctoral training in computational biology from Harvard Medical School.

Marie Foegh, M.D.

been our Chief Medical Officer since July 2021.

Foegh was the Chief Medical Officer of Allarity A/S, our predecessor, since January

2018, and previously served as Chief Medical Officer of our subsidiary, 2X-Oncology, Inc.

(later Oncology Venture US, Inc.) from 2016

Foegh brings thirty years of experience in the pharmaceutical and biotechnology industries to our senior management team

and has a strong track record leading successful clinical development of therapeutics, including regulatory and medical affairs.

also Adjunct Clinical Professor at Georgetown University, Department of Medicine and Adjunct Professor at New York Medical College, Department

of Pharmacology.

Foegh was the Chief Medical Officer and cofounder of Ell Imaging, LLC, an ultrasound device company, from 2014 to

She serves as the Chair of the Board of Directors at the device company, Injecto A/S, since 2014.

Foegh leads clinical development

of our current precision medicine oncology pipeline, including our lead assets stenoparib, dovitinib, and IXEMPRA ® .

Foegh previously led the successful development and regulatory approval of more than 10 novel drug products in the U.S.

and U.K., within

oncology, endocrinology and cardiology.

Foegh has fluency in regulatory interactions with the FDA and EMEA, including INDs, NDAs,

IDEs (for predictive biomarkers and/or companion diagnostics), and product issues.

She also manages interactions with the oncology key

opinion leaders including our Scientific Advisory Board.

Foegh holds both a Medical Doctorate (M.D.) degree and a Doctorate of Science

(Dr.Sc.) degree from Copenhagen University, Denmark, and is a member of the American College of Physicians (ACP), American Medical Association

(AMA), the American Society of Clinical Oncology, and the American College of Obstetricians and Gynecologists (ACOG).

Non-Employee Directors

was appointed to the Board of Directors in July 2022.

Roth is currently the Chief Medical Officer of Syros Pharmaceuticals,

SYRS) since December 2015.

Roth has served in numerous executive management positions, including as Chief Medical Officer,

executive vice president and senior vice president with Infinity Pharmaceuticals, Inc., and as Vice President of Early Development and

interim Co-head of Clinical Development with Pfizer Inc.

in its oncology business unit.

Prior to joining the pharmaceutical industry,

Roth’s experience included over ten years in research and clinical practice as an academic hematologist, and he served on the

full-time faculty at Harvard Medical School and Beth Israel Deaconess Medical Center in Boston.

Roth completed his fellowship in Hematology

and Oncology at the New England Medical Center in Boston, and his residency at the New England Deaconess Hospital in Boston.

received his Bachelor of Science degree from the Massachusetts Institute of Technology and his medical degree from Harvard Medical School

in the Harvard-M.I.T.

Division of Health Sciences and Technology.

As an accomplished academic researcher and physician-scientist with

more than 25 years of experience in corporate leadership positions in the biotechnology industry and academic clinical research and based

Roth’s strong track record of successful oncology and hematology drug development, including in areas of biomarker-directed

targeted therapies, the Company believes Dr.

Roth is qualified to serve on our Board of Directors.

McLaughlin was appointed to the Board of Directors in October 2022 and has been our Chairman since January 2023.

has extensive experience serving as a senior executive and board member in the biopharmaceutical industry, including financings, mergers

& acquisitions, licensing, product development, commercialization, lifecycle management, and operations.

McLaughlin is currently

the chief executive officer and board member of Life Biosciences LLC, a biotechnology company, since 2021.

Previously, Mr.

was the President and CEO for Neos Therapeutics, Inc., a commercial stage pharmaceutical company from 2018 to 2021.

He also served as

president and CEO of AgeneBio, Inc., a clinical-stage biopharmaceutical company developing therapies for neurological and psychiatric

diseases from 2014 to 2018.

McLaughlin holds a B.A.

in Economics from Dickinson College and an MBA from the Villanova School of Business.

Based on the above qualifications and Mr.

McLaughlin’s extensive experience in leading operational and executive management roles

in the life sciences industry, the Company believes Mr.

McLaughlin is well qualified to serve on our Board of Directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge,

during the past ten years, none of our directors or executive officers were involved in any of the following:

(1) any bankruptcy

petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy

or within two years prior to that time;

(2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding

(excluding traffic violations and other minor offenses);

(3) being subject to any order, judgment, or decree, not subsequently reversed,

suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting

his involvement in any type of business, securities or banking activities;

and (4) being found by a court of competent jurisdiction

(in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities

law, and the judgment has not been reversed, suspended or vacated.

Family Relationships and Arrangements

There are no family relationships

among any of our directors or named executive officers.

There are no arrangements or understandings with any other person under which

our directors and officers was elected or appointed as a director or named executive officer.

Director Independence

As required under the Nasdaq

listing standards, a majority of the members of a listed company’s Board of Directors must qualify as “independent,”

as affirmatively determined by the Board of Directors.

Our Board of Directors consults with our legal counsel to ensure that its determinations

are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including

those set forth in Nasdaq listing standards, as in effect from time to time.

Consistent with these considerations, after review of all

relevant identified transactions or relationships between each of our directors, or any of his or her family members, and the Company,

its senior management and its independent auditors, our Board of Directors affirmatively determined that all of our directors, except

Cullem and T.

Jensen who are not considered independent because they are our executive officers, are independent directors

as defined by Rule 5605(a)(2) of the Nasdaq Listing Rules.

Role of the Board of Directors and Composition

Our Board of Directors oversees

and provides guidance for our business and affairs.

Our Board of Directors oversees the development of our strategy and business planning

process and management’s implementation of them and oversees management.

McLaughlin serves as Chair of our Board of Directors.

The primary responsibilities of our Board of Directors are to provide oversight, strategic guidance, counseling, and direction to our

Our Board of Directors meets on a regular basis and additionally as required under the Nasdaq rules.

In accordance with the terms

of our Bylaws, subject to the rights of holders of any series of preferred stock, the Board of Directors may establish the authorized

number of directors from time to time by resolution.

The Board of Directors consists of four members and is divided into three classes,

Class I, Class II and Class III, with members of each class serving staggered three-year terms.

Our Board of Directors is divided into

the following classes:

Class I, consists of Mr.

Class II, consists of Dr.

Class III, consists of Mr.

Board of Directors Leadership Structure

The positions

of Chairman of our Board of Directors and Chief Executive Officer are separated.

The Chairman of our Board of Directors has authority,

among other things, to call and preside over Board of Directors meetings, to set meeting agendas and to determine materials to be distributed

to our directors.

The Chairman has substantial ability to shape the work of our Board of Directors.

We believe that separation of the

positions of chairman and chief executive officer reinforces the independence of our Board of Directors in its oversight of our business

In addition, we believe that separation of the positions of chairman and chief executive officer creates an environment that

is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving

the ability of our Board of Directors to monitor whether management’s actions are in our best interests and in the best interests

of our stockholders.

As a result, we believe that having the positions of chairman and chief executive officer separated can enhance the

effectiveness of our Board of Directors as a whole.

In addition, we have a separate

chair for each committee of our Board of Directors.

The chair of each committee is expected to report to our Board of Directors from time

to time, or whenever so requested by our Board of Directors, on the activities of the committee he or she chairs in fulfilling its responsibilities

as detailed in its respective charter or specify any shortcomings should that be the case.

Board of Directors Diversity

Our Board of Directors is

committed to fostering a diversity of backgrounds and perspectives so that our Board of Directors positions our company for the future.

The members of our Board of Directors represent a mix of ages, genders, races, ethnicities, geographies, cultures, and other perspectives

that we believe expand our Board of Directors’ understanding of the needs and viewpoints of our partners, employees, stockholders,

and other stakeholders.

The matrix below provides certain information regarding the composition of our Board of Directors as of the date

of this report.

Each of the categories listed in the below table has the meaning as it is used in Nasdaq Stock Market Rule 5605(f).

of Directors Diversity Matrix

Gender Identity

Demographic Background

African American or Black

Director Independence

As required under the Nasdaq

listing standards, a majority of the members of a listed company’s Board of Directors must qualify as “independent,”

as affirmatively determined by the Board of Directors.

Our Board of Directors consults with our legal counsel to ensure that its determinations

are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including

those set forth in Nasdaq listing standards, as in effect from time to time.

Consistent with these considerations, after review of all

relevant identified transactions or relationships between each of our directors, or any of his or her family members, and the Company,

its senior management and its independent auditors, our Board of Directors affirmatively determined that all of our directors, except

Cullem and T.

Jensen who are not considered independent because they are our executive officers, are independent directors

as defined by Rule 5605(a)(2) of the Nasdaq Listing Rules.

2023 Change in Board of Directors

January 19, 2023, Mr.

Moore and Ms.

Maderis resigned as directors, including their positions on each committee on which they serve and,

effective February 4, 2023, Mr.

Soren Gade Jensen also resigned all of his board positions.

The resignations by Messrs.

Moore and Jensen,

Maderis are for personal reasons and not due to any disagreement with the Company’s management team or the Company’s

Board on any matter relating to the operations, policies or practices of the Company or any issues regarding the Company’s accounting

policies or practices.

As a result of the resignations by Mr.

Moore and Ms.

Maderis, on January 19, 2023, the Board of the Company decreased

the fixed number of authorized directors on the Board from seven to five.

In addition, Mr.

McLaughlin was appointed as chairperson of

the Board and as a member of the Nominating Committee.

Roth, was appointed as a member of the Compensation Committee and a member

of the Nominating Committee.

Board of Directors Committees

Our Board of Directors has

established an Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee comprised of the members identified

The Board of Directors has also adopted charters for each of these committees, which comply with the applicable requirements of

current SEC and Nasdaq rules.

Copies of the charters for each committee are available at www.allarity.com .

Our Board of Directors

has determined that all committee members are independent under applicable Nasdaq and SEC rules for committee memberships.

Board of Directors Oversight of Risk

One of the key functions of

our Board of Directors is informed oversight of our risk management process.

Our Board of Directors does not have a standing risk management

committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as through various

standing committees of our Board of Directors that address risks inherent in their respective areas of oversight.

In particular, our Board

of Directors is responsible for monitoring and assessing strategic risk exposure, and our Audit Committee has the responsibility to consider

and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including

guidelines and policies to govern the process by which risk assessment and management is undertaken.

The Audit Committee also monitors

compliance with legal and regulatory requirements and reviews our information technology and data security policies and practices and

assesses cybersecurity related risks.

The Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance

practices, including oversight of processes and procedures designed to prevent illegal or improper conduct.

The Compensation Committee

assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Audit Committee

The Audit Committee consists

McLaughlin whom the Board of Directors has determined satisfies the independence requirements

under Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act.

The chair of the Audit Committee is Dr.

who the Board of Directors has determined is an “Audit Committee financial expert” within the meaning of SEC regulations.

Each member of the Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements.

In arriving at these determinations, the Board of Directors has examined each Audit Committee member’s scope of experience and the

nature of their employment in the corporate finance sector.

The primary purpose of the

Audit Committee is to provide assistance to our Board of Directors in fulfilling the Board of Directors’ responsibility to our stockholders

relating to our accounting and financial reporting practices, system of internal controls, the audit process, the quality and integrity

of our financial reporting, and our process for monitoring compliance with laws and regulations and our code of conduct.

Specific responsibilities

of the Audit Committee are to:

Appoint, compensate, and oversee the work of any independent auditor;

Resolve any disagreements between management and the independent auditor regarding financial reporting;

Pre-approve all audit and permitted non-audit services by the independent auditor;

Retain independent counsel, independent registered accounting firm, or other advisors or consultants to advise and assist the Audit Committee in carrying out its duties, without needing to seek approval for the retention of such advisors or consultants from the Board of Directors, and determine the appropriate compensation for any such advisors or consultants retained by the Audit Committee;

Seek any information it requires from our employees or any direct or indirect subsidiary of ours (each, a “Subsidiary”), all of whom are directed to cooperate with the Audit Committee’s requests, or external parties;

Meet with any of our officers or employees (or officers or employees of any Subsidiary), our independent auditor or outside counsel, as necessary, or request that any such persons meet with any members of, or advisors or consultants to, the Audit Committee;

Oversee that management has established and maintained processes to assure our compliance with applicable laws, regulations and corporate policy.

Compensation Committee

The Compensation Committee

consists of Dr.

The chair of the Compensation Committee is Mr.

The Board of Directors has determined

that each member of the Compensation Committee is independent under the Nasdaq listing standards and a “non-employee director”

as defined in Rule 16b-3 promulgated under the Exchange Act.

The primary purpose of the

Compensation Committee is to discharge the responsibilities of the Board of Directors relating to compensation of our directors and executive

officers, to assist the Board of Directors in establishing appropriate incentive compensation and equity-based plans and to administer

such plans, and to oversee the annual process of evaluation of the performance of our management.

Specific responsibilities of the Compensation

Committee are to:

Establish a compensation policy for executive officers designed to (i) enhance our profitability and increase stockholder value, (ii) reward executive officers for their contribution to our growth and profitability, (iii) recognize individual initiative, leadership, achievement, and other contributions and (iv) provide competitive compensation that will attract and retain qualified executives.

Subject to variation where appropriate, the compensation policy for executive officers shall include (i) base salary, which shall be set on an annual or other periodic basis, (ii) annual or other time or project based incentive compensation, which shall be awarded for the achievement of predetermined financial, project, research or other designated objectives applicable to us as a whole and of the executive officers individually and (iii) long-term incentive compensation in the forms of equity participation and other awards with the goal of aligning, where appropriate, the long-term interests of executive officers with those of our stockholders and otherwise encouraging the achievement of superior results over an extended time period.

Review competitive practices and trends to determine the adequacy of the executive compensation program.

Annually review and recommend to the Board of Directors corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and recommend to the Board of Directors the CEO’s compensation levels based on this evaluation;

the CEO may not be present during any deliberations or voting with respect to the CEO’s compensation.

Annually review and approve compensation of our executive officers other than the CEO.

Annually review and approve compensation of our directors, including with respect to any equity-based plan.

As deemed necessary or appropriate, approve employment contracts, severance arrangements, change in control provisions and other agreements.

Approve and administer cash incentives and deferred compensation plans for executive officers (including any modification to such plans) and oversight of performance objectives and funding for executive incentive plans.

Approve and oversee reimbursement policies for directors and executive officers.

Periodically review and make recommendations to the Board of Directors with respect to equity-based plans that are subject to approval by the Board of Directors.

The Compensation Committee shall oversee our compliance with the requirement under Nasdaq rules that, with limited exceptions, stockholders approve equity compensation plans.

Subject to such stockholder approval, or as otherwise required by the Exchange Act, or other applicable law, the Compensation Committee shall have the power to manage all equity-based plans.

If we are required by applicable Securities and Exchange Commission (“SEC”) rules to include a Compensation Discussion and Analysis (“CD&A”) in our SEC filings in the future, review the CD&A prepared by management, discuss the CD&A with management and, based on such review and discussions, recommend to the Board of Directors that the CD&A be included in our Annual Report on Form 10-K, proxy statement, or any other applicable filing as required by the SEC.

Review all compensation policies and practices for all employees to determine whether such policies and practices create risks that are reasonably likely to have a material adverse effect on our business or financial condition.

Recommend to the Board of Directors that our stockholders approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement, if such proposal will be contained in the proxy statement.

Recommend to the Board of Directors the frequency of holding a vote on the compensation of our named executive officers, if such proposal will be contained in our proxy statement.

Periodically review executive supplementary benefits and, as appropriate, our retirement, benefit, and special compensation programs involving significant cost.

Make regular reports to the Board of Directors.

Annually review and reassess the adequacy of the Compensation Committee Charter and recommend any proposed changes to the Board of Directors for approval.

Annually evaluate its own performance.

Oversee the annual process of performance evaluations of our management.

Fulfill such other duties and responsibilities as may be assigned to the Compensation Committee, from time to time, by the Board of Directors and/or the Chairman of the Board of Directors.

Nominating and Corporate Governance Committee

The Nominating and Corporate

Governance Committee consists of Dr.

The chair of the Nominating and Corporate Governance Committee is Mr.

The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent under the Nasdaq

listing standards.

The primary purpose of the

Nominating and Corporate Governance Committee is (1) to assist the Board of Directors by identifying qualified candidates for director,

and to recommend to the Board of Directors the director nominees for the next annual meeting of stockholders;

(2) to lead the Board of

Directors in its annual review of the Board of Directors’ performance;

(3) to recommend to the Board of Directors director nominees

for each Board of Directors committee;

and (4) to develop and recommend to the Board of Directors our corporate governance guidelines.

Specific responsibilities of the Nominating and Corporate Governance Committee are to:

Evaluate the current composition, organization, and governance of the Board of Directors and its committees and make recommendations to the Board of Directors for approval.

Annually review for each director and nominee, the experience, qualifications, attributes, or skills that contribute to the Board of Directors’ conclusion that the person should serve or continue to serve as one of our directors, as well as how the directors’ skills and background enable them to function well together as a Board of Directors.

Determine desired member skills and attributes and conduct searches for prospective directors whose skills and attributes reflect those desired.

Evaluate and propose nominees for election to the Board of Directors.

At a minimum, nominees for service on the Board of Directors must meet the threshold requirements set forth in the Nominating and Corporate Governance Committee Policy Regarding Qualifications of Directors .

Each nominee will be considered both on his or her individual merits and in relation to existing or other potential members of the Board of Directors, with a view to establishing a well-rounded, diverse, knowledgeable, and experienced Board of Directors.

Administer the annual Board of Directors’ performance evaluation process, including conducting surveys of director observations, suggestions, and preferences.

Evaluate and make recommendations to the Board of Directors concerning the appointment of directors to Board of Directors’ committees, the selection of Board of Directors committee chairs, and proposal of the slate of directors for election to the Board of Directors.

Consider bona fide candidates recommended by stockholders for nomination for election to the Board of Directors in accordance with Section 2.12 of our Bylaws.

As necessary in the Nominating and Corporate Governance Committee’s judgment from time to time, retain and compensate third-party search firms to assist in identifying or evaluating potential nominees to the Board of Directors.

Evaluate and recommend termination of membership of individual directors in accordance with the Board of Directors’ governance principles, for cause or for other appropriate reasons.

Oversee the process of succession planning for the Chief Executive Officer and as warranted, other senior officers.

Develop, adopt and oversee the implementation of a Code of Business Conduct and Ethics for all directors, executive officers and employees.

Review and maintain oversight of matters relating to the independence of the Board of Directors and committee members, keeping in mind the independence standards of the Sarbanes-Oxley Act of 2002 and applicable Nasdaq rules.

Oversee and assess the effectiveness of the relationship between the Board of Directors and our management.

Form and delegate authority to subcommittees when appropriate, each subcommittee to consist of one or more members of the Nominating and Corporate Governance Committee.

Any such subcommittee, to the extent provided in the resolutions of the Nominating and Corporate Governance Committee and to the extent not limited by applicable law, shall have and may exercise all the powers and authority of the nominating and corporate governance committee.

Make regular reports to the Board of Directors concerning its activities.

Annually review and reassess the adequacy of the Nominating and Corporate Governance charter and the appendices thereto and recommend any proposed changes to the Board of Directors for approval.

Annually evaluate its own performance.

Maintain appropriate records regarding its process of identifying and evaluating candidates for election to the Board of Directors.

Fulfill such other duties and responsibilities as may be assigned to the Nominating and Corporate Governance Committee, from time to time, by the Board of Directors and/or the Chairman of the Board of Directors.

Director Qualifications

In accordance with its charter,

the Nominating and Corporate Governance Committee develops and recommends to our Board of Directors appropriate criteria, including desired

qualifications, expertise, skills and characteristics, for selection of new directors and periodically reviews the criteria adopted by

our Board of Directors and, if appropriate, recommends changes to such criteria.

Board of Directors Diversity

Our Board of Directors desires

to seek members from diverse professional backgrounds who combine a strong professional reputation and knowledge of our business and industry

with a reputation for integrity.

Our Board of Directors does not have a formal policy with respect to diversity and inclusion but is in

the process of establishing a policy on diversity.

Diversity of experience, expertise and viewpoints is one of many factors the Nominating

and Corporate Governance Committee considers when recommending director nominees to our Board of Directors.

Further, our Board of Directors

is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which new candidates

are selected.

Our Board of Directors also seeks members that have experience in positions with a high degree of responsibility or are,

or have been, leaders in the companies or institutions with which they are, or were, affiliated, but may seek other members with different

backgrounds, based upon the contributions they can make to our company.

We believe that our current board composition reflects our commitment

to diversity in the areas of gender and professional background.

Code of Conduct and Ethics

Our Board of Directors has

adopted a Code of Business Conduct and Ethics, or the Code of Conduct, applicable to all of our employees, executive officers and directors.

We will provide any person, without charge, a copy of our Code of Conduct upon written request to Investor Relations, Allarity Therapeutics,

Inc., 24 School Street, 2 nd Floor, Boston, Massachusetts 02108.

The Code of Conduct is available at the Investors section of

our website at www.allarity.com .

Information contained on or accessible through this website is not a part of this report, and

the inclusion of such website address in this report is an inactive textual reference only.

Any amendments to the Code of Conduct, or

any waivers of its requirements, are expected to be disclosed on its website to the extent required by applicable SEC and Nasdaq rules

and requirements.

Limitation on Liability and Indemnification

of Directors and Officers

Our Certificate of Incorporation

limits a director’s liability to the fullest extent permitted under the DGCL.

The DGCL provides that directors of a corporation

will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

for any breach of the director’s duty of loyalty to the corporation or its stockholders;

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

for unlawful payment of dividend or unlawful stock purchase or redemption pursuant to the provisions of Section 174 of the DGCL;

for any transaction from which the director derived an improper personal benefit.

If the DGCL is amended to

authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors will

be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Delaware law and our bylaws

provide that we will, in certain situations, indemnify our directors and officers and may indemnify other employees and other agents,

to the fullest extent permitted by law.

Any indemnified person is also entitled, subject to certain limitations, to advancement, direct

payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition

of the proceeding.

In addition, we intend to

enter into separate indemnification agreements with our directors and officers.

These agreements, among other things, require us to indemnify

our directors and officers for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by

a director or officer in any action or proceeding arising out of their services as one of our directors or officers or any other company

or enterprise to which the person provides services at our request.

We anticipate maintaining

a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for

actions taken in their capacities as directors and officers.

We believe these provisions in the Certificate of Incorporation and bylaws

and these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification

for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in the opinion of the SEC,

such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities

Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class

of our equity securities, to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and Annual

Reports concerning their ownership, of Common Stock and other of our equity securities on Forms 3, 4, and 5, respectively.

Executive officers,

directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they

Based solely on our review of Forms 3, 4 and 5 and amendments thereto filed electronically with the SEC during the most recent fiscal

year, we believe that all reports required by Section 16(a) for transactions in the year ended December 31, 2022, were timely filed.

As of March 7, 2024, we entered

into a Settlement Agreement and General Release (“Settlement Agreement”) with James Cullem, our former CEO and director.

to the terms and conditions outlined in the Settlement Agreement and in exchange for Mr.

Cullem’s commitments therein, including

his general release of claims against us, among other considerations, we agreed to provide Mr.

Cullem with an initial settlement payment

totaling $70,000 on April 1, 2024.

Additionally, we committed to making an installment payment of $179,155, divided equally into 5 monthly

Furthermore, we agreed to issue Mr.

Cullem 290,000 settlement shares on April 1, 2024.

Should the initial settlement payment

and issuance of shares not be made to Mr.

Cullem in full on April 1, 2024, the Settlement Agreement will be rendered null and void, releasing

both parties from any further obligations under the Settlement Agreement unless otherwise mandated by a prior binding contract or agreement.

Both parties will retain any and all rights, claims, and causes of action that would have otherwise been released by the Settlement Agreement.

Additionally, Mr.

agreed to act as our consultant and entered into a consulting agreement (the “Consulting Agreement”) with us, effective as

of March 7, 2024.

For the avoidance of doubt, no additional consideration is being paid to Mr.

Cullem under the Consulting Agreement.

Copies of the Settlement Agreement and Consulting Agreement will be included as exhibits to our Quarterly Report on Form 10-Q for the

quarter ending March 31, 2024.

Disclosure Regarding Foreign Jurisdiction that Prevents Inspections.

Directors, Executive Officers and Corporate Governance.

information required by this Item 10 of Form 10-K will be included in our 2024 Proxy Statement to be filed with the Securities and Exchange

Commission in connection with the solicitation of proxies for our 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

The 2024 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to

which this report relates.

Executive Compensation.

Emerging Growth Company Status

We are an “emerging

growth company,” as defined in the JOBS Act.

As an emerging growth company we will be exempt from certain requirements related to

executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information

relating to the ratio of total compensation of our President and Chief Executive Officer to the median of the annual total compensation

of all of its employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank

The Compensation Committee

of our Board of Directors assists in discharging our Board of Directors’ responsibilities regarding the compensation of our executive

officers and of our Board of Directors members.

The Compensation Committee is currently comprised of the following two non-employee members

of our Board of Directors:

2022 Named Executive Officer Compensation

The table below shows the

compensation awarded to or paid to or earned by our named executive officers for the years ended December 31, 2022 and 2021.

and Knudsen resigned as officers of the Company in June 2022.

Upon their departure, Mr.

Cullem, our Chief Business Officer, was appointed

to also serve as our Chief Executive Officer and Ms.

Brown, our Director of Financial Reporting, was appointed to also serve as Chief

Financial Officer.

Summary Compensation Table

The following table provides

information regarding total compensation awarded to, earned by, and paid to our named executive officers for services rendered to the

Company in all capacities for the fiscal years ended December 31, 2022 and 2021.

Name and Principal Position

Chief Executive Office (3)

$ 251,049 (5)

$ 253,125 (6)

former Chief Financial Officer (3)

$ 139,620 (7)

Chief Medical Officer

Chief Executive Officer, Chief Business Officer (8)

$ 62,000 (10)

Chief Financial Officer, Director of Financial Reporting (9)

All compensation amounts are in full numbers and not presented in $1,000’s.

The bonuses reported in this column for 2021 consist of cash payments

and were earned in 2021 and paid in 2022.

The amounts reported in this column represent the aggregate grant date fair value of service-based option grants awarded to the named executive officer during 2022 and 2021, calculated based on a Black Scholes model.

Such grant date fair values do not consider any estimated forfeitures related to service-vesting conditions.

This calculation assumes that the named executive officer will perform the requisite service for the award to vest in full as required by SEC rules.

The assumptions used in calculating the grant date fair values of the equity awards reported in this column are set forth in Note 18 of the Audited Consolidated Financial Statements for the twelve months ended December 31, 2021, appearing in our Form 10-K.

The amounts reported in this column reflect the accounting cost for these equity awards and do not correspond to the actual economic value that may be realized by named executive officers upon the vesting of the stock options, the exercise of the stock options or the sale of the securities underlying such stock options .

Resigned in June 2022.

Consists of life insurance premiums.

Consists of consulting fees, and severance payment of $233,549.

Knudsen was appointed as Chief Financial Officer in November 2020.

Total compensation reflects pro-rata compensation since appointment in November 2020.

Consists of severance payment of $139,620.

Appointed as Chief Executive Officer in June 2022.

Appointed as Interim Chief Financial Officer in June 2022.

Consists of consulting fees.

Outstanding Equity Awards as of December 31,

The following table sets forth

information regarding outstanding equity awards held by our named executive officers as of December 31, 2022.

Unexercisable

Chief Executive Officer, Chief Business Officer

Chief Financial Officer, Director of Financial Reporting

Chief Medical Officer

This option vests as to 25% on November 24, 2021, the grant date, and the remaining 75% vests over 36 months.

This option vests 25% on grant, 25% 12 months from grant, 25% 18 months from grant and 25% 24 months from grant & balance on listing on the Nasdaq Stock Market.

The Company listed on Nasdaq Stock Market on December 2021 resulting in the options becoming fully vested.

Pension Benefits

The Company maintains a 401(k)

Plan for its full-time employees in the U.S.

The 401(k) Plan allows employees of the Company to contribute up to the Internal Revenue

Code prescribed maximum amount.

Employees may elect to contribute from 1 to 100 percent of their annual compensation to the 401(k) Plan.

The 401(k) Plan includes a 3% safe harbor contribution.

Both employee and employer contributions vest immediately upon contribution.

fiscal year ended December 31, 2022, the Company did not make a contributions to the 401(k) Plan.

Nonqualified Deferred Compensation

Our named executive officers

did not participate in, nor earn any benefits under, a nonqualified deferred compensation plan during the fiscal year ended December 31,

Employment Agreements and Arrangements

of the year ended December 31, 2022, we had an employment or consultancy agreement with each of the following named executive officers,

Foegh and Ms.

The employment or consultancy agreement with each of the following individuals provides for the initial

annual base salary as of December 31, 2022, current base salary and bonus set forth below.

With the departure of Mr.

Carchedi, the Board

of Directors appointed James G.

Cullem, the Company’s Chief Business Officer, to also serve as the interim Chief Executive Officer

of the Company, effective as of June 29, 2022, and a director of the Company.

In connection with Mr.

Cullem’s new position as interim

Chief Executive Officer, the Company increased his base salary from $270,250 to $350,000.

In addition, with the departure of Mr.

the Board of Directors appointed Joan Brown, the Company’s Director of Financial Reporting, to also serve as the interim Chief Financial

Officer of the Company effective as of June 29, 2022.

In connection with Ms.

Brown’s additional

position, the Company increased her salary from $160,000 to $200,000.

Named Executive Officers and Position

Cullem, Chief Executive Officer, Chief Business Officer (1)

$ 425,000 (3)

Joan Brown, Chief Financial Officer (2) Director of Financial Reporting

$ 250,000 (3)

Marie Foegh, Chief Medical Officer

All compensation amounts are in full numbers and not presented in $1,000’s.

Appointed Chief Executive Officer in June 2022.

Appointed Chief Financial Officer in June 2022.

Proposed Annual Base Salary under employment agreements entered into in January 2023 (see below section titled “2023 Compensation Decisions”

Named Executive Officer

Discretionary Annual Bonus for 2022

Marie Foegh, Chief Medical Officer

up to 40% of annual base salary

Cullem, Chief Executive Officer, Chief Business Officer

up to 40% of annual base salary

Joan Brown, Chief Financial Officer, Director of Financial Reporting

up to 20% of annual base salary

Material Terms of Employment Agreements

During the fiscal year ended

December 31, 2022, the Company had an employment agreement with the named executive officers.

Unless otherwise indicated, the following

material terms of employment agreements applied to all of the named executive officers.

The employment agreements with each of the named

executive officers provide for at-will employment and may be terminated in writing with 30 days prior written notice.

The Chief Executive

Officer may accelerate termination after notice;

however, the employee will still be paid as if they worked the full 30 days.

of change of control (as defined below in the 2021 Equity Incentive Plan, or any other change in control of us similar in effect to that

definition) the employment agreement provides for 12 months’ pay at the base salary.

If the employment agreement is terminated voluntarily

by an employee without good reason, by us for cause, or because of the employee’s incapacity, salary and benefits will cease at

the effective date of termination.

The named executive will have no duty to attempt to mitigate the severance pay amounts payable by us

by seeking employment or otherwise, and no amounts earned from other employment shall reduce the amounts due.

the event the employment agreement with Mr.

Cullem is terminated without cause by us or for good reason by Mr.

Cullem, the employment

agreement provides for severance payment equal to 8 months’ pay at the base salary rate.

Marie Foegh .

event the employment agreement with Ms.

Foegh is terminated without cause by us or for good reason by Ms.

Foegh, the employment agreement

provides for severance payment equal to 6 months’ pay at the base salary rate.

Bonus and Annual Bonus Plan

Our executive officers are

entitled to bonuses subject to and pursuant to the terms of their respective employment or consultancy agreement.

Other Benefits

Our employees are eligible

to participate in various employee benefit plans, including medical, dental, and vision care plans, flexible spending accounts for health

and dependent care, life, accidental death and dismemberment, disability, and paid time off.

As of January 1, 2023, the Company pays 100%

for health, dental and vision care benefits.

Employee Benefit Plans

Equity-based compensation

has been and will continue to be an important foundation in executive compensation packages as we believe it is important to maintain

a strong link between executive incentives and the creation of stockholder value.

We further believe that performance and equity-based

compensation can be an important component of the total executive compensation package for maximizing stockholder value while, at the

same time, attracting, motivating, and retaining high-quality executives.

Formal guidelines for the allocations of cash and equity-based

compensation have not yet been determined, but it is expected that the 2021 Equity Incentive Plan (“2021 Plan”) described

below will be an important element of our compensation arrangements for both executive officers and directors.

2021 Equity Incentive Plan

Our 2021 Plan became effective

on December 20, 2021.

It was approved by stockholders in connection with the Recapitalization Share Exchange.

Our 2021 Plan authorizes

the award of stock options, Restricted Stock Awards (“RSAs”), Stock Appreciation Rights (“SARs”), Restricted Stock

Units (“RSUs”), cash awards, performance awards and stock bonus awards.

We initially reserved 1,211,374 shares of our common

stock under the 2021 Plan.

The number of shares reserved for issuance under our 2021 Plan will increase automatically on January 1 of

each of 2022 through 2031 by the number of shares equal to the lesser of 5% of the aggregate number of outstanding shares of our common

stock as of the immediately preceding December 31, or a number as may be determined by our Board of Directors.

There was no adjustment

to increase on January 1, 2022.

Our Board of Directors approved an increase of 5% of the outstanding shares of common stock at December

30, 2022, or 794,892 shares, effective as of January 1, 2023.

As a result, as of January 1, 2023, there was a total of 2,006,266 shares

of common stock reserved under the 2021 Plan, of which 1,960,266 were available for issuance.

Upon the closing of the Recapitalization

Share Exchange and as of December 31, 2021, we had converted compensatory options to purchase ordinary shares of Allarity Therapeutics

A/S to options to purchase 1,174,992 shares of our common stock.

Except as specifically provided above, following the effective time of

our Recapitalization Share Exchange, each Converted Option continues to be governed by the same terms and conditions (including vesting

and exercisability terms) as were applicable to the corresponding former Compensatory Warrant immediately prior to the effective time.

As of December 31, 2022, there

was an option to purchase 676,949 shares of common stock issued and outstanding.

In addition, the following

shares will again be available for issuance pursuant to awards granted under our 2021 Plan:

shares subject to options or SARs granted under our 2021 Plan that cease to be subject to the option or SAR for any reason other than exercise of the option or SAR;

shares subject to awards granted under our 2021 Plan that are subsequently forfeited or repurchased by us at the original issue price;

shares subject to awards granted under our 2021 Plan that otherwise terminate without such shares being issued;

shares subject to awards granted under our 2021 Plan that are surrendered, cancelled or exchanged for cash or a different award (or combination thereof);

shares subject to awards under our 2021 Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award.

of our 2021 Plan is to provide incentives to attract, retain, and motivate eligible persons whose present and potential contributions

are important to the success of the Company, and any Parents, Subsidiaries, and Affiliates that exist now or in the future, by offering

them an opportunity to participate in the Company’s future performance through the grant of Awards.

Administration.

2021 Plan is expected to be administered by our Compensation Committee, all of the members of which are outside directors as defined under

applicable federal tax laws, or by our Board of Directors acting in place of our Compensation Committee.

Subject to the terms and conditions

of the 2021 Plan, the Compensation Committee will have the authority, among other things, to select the persons to whom awards may be

granted, construe and interpret our 2021 Plan as well as to determine the terms of such awards and prescribe, amend and rescind the rules

and regulations relating to the plan or any award granted thereunder.

The 2021 Plan provides that the Board of Directors or Compensation

Committee may delegate its authority, including the authority to grant awards, to one or more executive officers to the extent permitted

by applicable law, provided that awards granted to non-employee directors may only be determined by our Board of Directors.

2021 Plan provides for the grant of awards to our employees, directors, consultants, independent contractors and advisors.

Plan provides for the grant of both incentive stock options intended to qualify under Section 422 of the Code, and non-statutory

stock options to purchase shares of our common stock at a stated exercise price.

Incentive stock options may only be granted to employees,

including officers and directors who are also employees.

The exercise price of stock options granted under the 2021 Plan must be at least

equal to the fair market value of our common stock on the date of grant.

Incentive stock options granted to an individual who holds, directly

or by attribution, more than 10% of the total combined voting power of all classes of our capital stock must have an exercise price of

at least 110% of the fair market value of our common stock on the date of grant.

Subject to stock splits, dividends, recapitalizations,

or similar events, no more than 7,009,980 shares may be issued pursuant to the exercise of incentive stock options granted under the 2021

Options may vest based on

service or achievement of performance conditions.

Our Compensation Committee may provide for options to be exercised only as they vest

or to be immediately exercisable, with any shares issued on exercise being subject to our right of repurchase that lapses as the shares

The maximum term of options granted under our 2021 Plan is 10 years from the date of grant, except that the maximum permitted term

of incentive stock options granted to an individual who holds, directly or by attribution, more than 10% of the total combined voting

power of all classes of our capital stock is five years from the date of grant.

Restricted stock awards.

RSA is an offer by us to sell shares of our common stock subject to restrictions, which may lapse based on the satisfaction of service

or achievement of performance conditions.

The price, if any, of an RSA will be determined by the Compensation Committee.

Holders of RSAs

will have the right to vote and any dividends or stock distributions paid pursuant to unvested RSAs will be accrued and paid when the

restrictions on such shares lapse.

Unless otherwise determined by the Compensation Committee at the time of award, vesting will cease

on the date the participant no longer provides services to us and unvested shares may be forfeited to or repurchased by us.

Stock appreciation rights.

SAR provides for a payment, in cash or shares of our common stock (up to a specified maximum of shares, if determined by our Compensation

Committee), to the holder based upon the difference between the fair market value of our common stock on the date of exercise and a predetermined

exercise price, multiplied by the number of shares.

The exercise price of a SAR must be at least the fair market value of a share of our

common stock on the date of grant.

SARs may vest based on service or achievement of performance conditions and may not have a term that

is longer than 10 years from the date of grant.

Restricted stock units.

represent the right to receive shares of our common stock at a specified date in the future and may be subject to vesting based on service

or achievement of performance conditions.

Payment of earned RSUs will be made as soon as practicable on a date determined at the time

of grant, and may be settled in cash, shares of our common stock or a combination of both.

No RSU may have a term that is longer than

10 years from the date of grant.

Performance awards.

awards granted pursuant to the 2021 Plan may be in the form of a cash bonus, or an award of performance shares or performance units denominated

in shares of our common stock that may be settled in cash, property or by issuance of those shares subject to the satisfaction or achievement

of specified performance conditions.

Stock bonus awards.

stock bonus award provides for payment in the form of cash, shares of our common stock or a combination thereof, based on the fair market

value of shares subject to such award as determined by our Compensation Committee.

The awards may be granted as consideration for services

already rendered, or at the discretion of the Compensation Committee, may be subject to vesting restrictions based on continued service

or performance conditions.

cash award is an award that is denominated in, or payable to an eligible participant solely in, cash.

Dividend equivalents rights.

equivalent rights may be granted at the discretion of our Compensation Committee and represent the right to receive the value of dividends,

if any, paid by us in respect of the number of shares of our common stock underlying an award.

Dividend equivalent rights will be subject

to the same vesting or performance conditions as the underlying award and will be paid only at such time as the underlying award has become

fully vested.

Dividend equivalent rights may be settled in cash, shares or other property, or a combination thereof as determined by our

Compensation Committee.

Change of control.

2021 Plan provides that, in the event of a corporate transaction, as defined in the 2021 Plan, outstanding awards under our 2021 Plan

shall be subject to the agreement evidencing the corporate transaction, any or all outstanding awards may be (a) continued by us,

if we are the successor entity;

(b) assumed or substituted by the successor corporation, or a parent or subsidiary of the successor

corporation, for substantially equivalent awards (including, but not limited to, a payment in cash or the right to acquire the same consideration

paid to the stockholders of the company pursuant to the corporate transaction);

awards with substantially the same terms for such outstanding awards;

(d) accelerated in full or in part as to the exercisability

(e) settled in the full value of such outstanding award in cash, cash equivalents, or securities of the successor entity

(or its parent, if any) with a fair market value equal to the required amount, followed by the cancellation of such awards;

or (f) cancelled

for no consideration.

If applicable, the number and kind of shares and exercise prices of awards being continued, assumed, or substituted

shall be adjusted pursuant to the terms of the 2021 Plan.

the event of a change in the number of outstanding shares of our common stock without consideration by reason of a stock dividend, extraordinary

dividend or distribution, recapitalization, stock split, reverse stock split, subdivision, combination, consolidation reclassification,

spin-off or similar change in our capital structure, appropriate proportional adjustments will be made to the number and class of shares

reserved for issuance under our 2021 Plan;

the exercise prices, number and class of shares subject to outstanding options or SARs;

number and class of shares subject to other outstanding awards;

and any applicable maximum award limits with respect to incentive stock

Exchange, repricing, and

buyout of awards.

Our Compensation Committee may, with the consent of the respective participants, issue new awards in exchange

for the surrender and cancelation of any or all outstanding awards.

Our Compensation Committee may also reduce the exercise price of options

or SARs or buy an award previously granted with payment in cash, shares, or other consideration, in each case, subject to the terms of

the 2021 Plan.

Director compensation limits.

non-employee director may receive awards under our 2021 Plan with a grant date value that when combined with cash compensation received

for his or her service as a director, exceeds $750,000 in a calendar year or $1,000,000 in the calendar year of his or her initial service.

transferability.

awards will be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by our Board of Directors

(or a committee thereof) or required by law during the term of service of the award holder, to the extent set forth in such policy or

applicable agreement.

Except in limited circumstances, awards granted under our 2021 Plan may generally not be transferred in any manner

prior to vesting other than by will or by the laws of descent and distribution.

Amendment and termination.

Board of Directors may amend our 2021 Plan at any time, subject to stockholder approval as may be required.

Our 2021 Plan will terminate

10 years from the date our Board of Directors adopts the plan unless it is terminated earlier by our Board of Directors.

No termination

or amendment of the 2021 Plan may adversely affect any then-outstanding award without the consent of the affected participant, except

as is necessary to comply with applicable laws.

Separation Agreements

as of June 29, 2022, Mr.

Carchedi resigned from all positions in the Company and all positions of its subsidiaries, including his role

of Chief Executive Officer and as a director of the Company.

Pursuant to the terms set forth in a letter agreement dated June 24, 2022

(the “Carchedi Separation Agreement”), the termination of Mr.

Carchedi’s employment and resignation from his positions

are effective June 29, 2022 (the “Carchedi Separation Date”).

Under the Carchedi Separation Agreement, Mr.

Carchedi will be

entitled to his final pay for wages earned through the Separation Date, plus accrued and unused vacation time.

In addition, pursuant to

the Carchedi Separation Agreement, the Company agreed to provide Mr.

Carchedi with certain payments and benefits comprising of:

(i) continued

payments of his base salary for a certain time period and (ii) COBRA coverage for a certain number of months (“Carchedi Severance

In exchange for the Carchedi Severance Benefits, among other things as set forth in the Carchedi Separation Agreement,

Carchedi agreed to a release of claims in favor of the Company and to certain restrictive covenant obligations, and also reaffirmed

his commitment to comply with his existing restrictive covenant obligations.

In addition, as of the Carchedi Separation Date, Mr.

unvested options were terminated.

Carchedi is entitled to exercise his vested options for a period of 90 days from the Carchedi Separation

Thereafter, all vested options will expire.

Carchedi’s resignation as a director was not the result of any dispute or

disagreement with the Company or the Company’s Board of Directors on any matter relating to the operations, policies or practices

of the Company.

as of June 27, 2022, Mr.

Knudsen resigned from all positions in the Company, and all positions of its subsidiaries, including his role

of Chief Financial Officer of the Company.

Pursuant to the terms set forth in a letter agreement dated June 25, 2022 (the “Knudsen

Separation Agreement”), the termination of Mr.

Knudsen’s employment and resignation from his positions are effective June

27, 2022 (the “Knudsen Separation Date”).

Under the Knudsen Separation Agreement, Mr.

Knudsen will be entitled to his final

pay for wages earned through the Separation Date, plus accrued and unused vacation time.

In addition, pursuant to the Knudsen Separation

Agreement, the Company agreed to provide Mr.

Knudsen with certain payments and benefits comprising of:

(i) continued payments of his base

salary for a certain time period, and (ii) COBRA coverage for a certain number of months (“Knudsen Severance Benefits”).

exchange for the Knudsen Severance Benefits, among other things as set forth in the Knudsen Separation Agreement, Mr.

Knudsen agreed to

a release of claims in favor of the Company and to certain restrictive covenant obligations, and also reaffirmed his commitment to comply

with his existing restrictive covenant obligations.

In addition, as of the Knudsen Separation Date, Mr.

Knudsen’s unvested options

were terminated.

Knudsen is entitled to exercise his vested options for a period of 90 days from the Knudsen Separation Date.

all vested options will expire.

Compensation Decisions

January 12, 2023, upon the approval of the Compensation Committee of the Board, the Company entered into a new separate employment agreement

Cullem, our Chief Executive Officer (the “Cullem Employment Agreement”), and Ms.

Brown, our Chief Financial Officer,

the “Brown Employment Agreement” and together with Cullem Employment Agreement, the “New Employment Agreements”)

in connection with the additional executive officer positions that they were appointed to in June 2022.

effectiveness of the New Employment Agreements are contingent upon the Company securing a new capital raise of at least $7 million dollars

by or before February 15, 2023, unless the capital raise requires audited financial statements for the year ending December 31, 2022,

then on or before April 30,2023 (a “New Financing”).

In the event the New Financing does not occur, Mr.

Cullum’s prior

employment contract as Chief Business Officer of the Company and Ms.

Brown’s employment contract as director of financial reporting

of the Company will continue to remain in full force and effect.

In the event the New Financing occurs, subject to the survival of any

terms as reflected in the Employment agreement, the prior employment agreements will be superseded by the New Employment Agreements.

their respective New Employment Agreements, Mr.

Cullem and Ms.

Brown will, among other things, be (i) entitled to participate in all of

the Company’s employee benefit plans and programs as generally maintained and made available to its executive officers by the Company;

(ii) eligible for grants of equity compensation as determined at the sole discretion of the Compensation Committee;

(iii) entitled to

certain severance and change of control benefits contingent upon such employee’s agreement to a general release of claims in favor

of the Company following termination of employment;

and (iv) entitled to reimbursement of expenses in the course and scope of authorized

Company business.

In addition, each respective employment agreement includes customary confidentiality and assignment of intellectual

property obligations.

Cullem Employment

Cullem Employment Agreement provides for an annual base salary of $425,000 (as of January 1, 2023), which, upon agreement by Mr.

and the Board, Mr.

Cullem may elect to receive up to $30,000 of such base salary in restricted stock grants in the Company.

Any such restricted

stock grants will be made quarterly, at the start of each calendar quarter, at the stock fair market value (“FMV”) on the

1st day of each calendar quarter.

In addition, commencing with the calendar year 2023, Mr.

Cullem will be eligible to receive an annual

bonus representing up to 50% of Mr.

Cullem’s base salary based on the achievement of individual and corporate performance targets,

metrics and/or management-by-objectives to be determined and approved by the Company.

The Board has the discretion to pay such annual

bonus in restricted stock grants in lieu of cash, depending on the financial circumstances of the Company, at the FMV on the date of grant

no later than March 1st of the grant year.

addition, subject to and concurrently with the closing of a New Financing, the Company agreed to grant Mr.

Cullem the following stock

options, which will have an exercise price equal to the FMV of the Company’s shares on the grant date and a term of 10 years, and

be subject to the vesting schedule provided below:

Stock options in the amount of 3.5% of the Company’s issued and outstanding shares of common stock immediately after such closing;

provided, however, that such amount will not exceed 50% of the options available to be granted under the Company’s 2021 Equity Incentive Plan (the “Grant Limitation”).

In addition, such grant will be subject to any shareholder approval required by law, regulation or applicable listing rule (the “Requisite Approval”) and will vest ratably over a 48-month period commencing July 1, 2022.

Stock options for an additional 2.0% of the Company’s issued and outstanding shares of common stock immediately after the closing of such New Financing;

provided however, that such grant will not exceed the Grant Limitation and such grant will be subject to any Requisite Approval.

Such option grant will provide for 100% vesting upon the completion of a Phase 2 clinical trial involving the Company’s drug candidates, Stenoparib or Dovitinib, in combination with another drug or therapeutic candidate in ovarian cancer, renal cell carcinoma, or other indication or therapy determined by the Company’s Board.

the event the stock options exceed the Grant Limitation, the Company agreed to seek shareholder approval at its next annual meeting to

increase the number of options available under the Company’s 2021 Equity Incentive Plan in order to have sufficient options to cover

In consideration of the grant of new options described above, upon grant of such options, all prior vested and unvested options

previously granted to Mr.

Cullem (under any prior employment agreement with the Company) will be deemed waived and forfeited by Mr.

and null and void.

In the event new stock options are not granted to Mr.

Cullem under the Cullem Employment Agreement, all options (vested

and unvested) previously granted under prior employment agreements with Company will remain in full force and effect.

Cullem Employment Agreement can be terminated, in writing with 30 days’ prior written notice, by the Company for or without Cause

(as such term is defined in the Cullem Employment Agreement) and Mr.

Cullem can resign with or without Good Reason (as such term is defined

in the Cullem Employment Agreement).

Cullem is terminated without Cause or resigns with Good Reason or is terminated by the Company

as a result of a Change-of-Control (as such term in defined in the Cullem Employment Agreement), the Company agreed to provide Mr.

with severance pay in an amount equal to 12 months’ pay at Mr.

Cullem’s final base salary rate, payable in the form of salary

continuation.

Such severance payments are conditioned upon Mr.

Cullem’s execution and non-revocation of a general release of claims.

Brown Employment Agreement

Brown Employment Agreement provides for an annual base salary of $250,000 (as of January 1, 2023).

In addition, commencing with calendar

year 2023, Mr.

Brown will be eligible to receive an annual bonus representing up to 40% of Mr.

Brown’s base salary based on the

achievement of individual and corporate performance targets, metrics and/or management-by-objectives to be determined and approved by

The Board has the discretion to pay such annual bonus in restricted stock grants in lieu of cash, depending on the financial

circumstances of the Company, at the stock FMV on the date of grant no later than March 1st of the grant year.

addition, concurrently with the closing of a New Financing, the Company agreed to grant Ms.

Brown stock options in the amount of 0.75%

of the Company’s issued and outstanding shares of common stock immediately after the closing, which grant will be subject to any

Requisite Approval and granted pursuant to the 2021 Equity Incentive Plan.

The exercise price will be the FMV of Company’s shares

on the date of grant.

The stock options will vest ratably over a 48-month period commencing July 1, 2022, and have a term of 10 years.

Brown Employment Agreement can be terminated, in writing with 30 days’ prior written notice, by the Company for or without Cause

(as such term is defined in the Brown Employment Agreement) and Ms.

Brown can resign with or without Good Reason (as such term is defined

in the Brown Employment Agreement).

Brown is terminated without Cause or resigns with Good Reason or is terminated by the Company

as a result of Change-of-Control (as defined in the Brown Employment Agreement), the Company agreed to provide Ms.

Brown with severance

pay in an amount equal to five months’ pay at Ms.

Brown’s final base salary rate, payable in the form of salary continuation.

Such severance payments are conditioned upon Ms.

Brown’s execution and non-revocation of a general release of claims.

Non-Employee Director Compensation

The following table sets forth

information concerning the compensation of non-employee directors for services rendered for the year ended December 31, 2022.

our former Chief Executive Officer, also previously served as our director before his resignation in June 2022, and Mr.

compensation as named executive officer is set forth above under “Summary Compensation Table.” Mr.

Thomas Jensen, our Senior

Vice President, Investor Relations and director, did not receive any compensation for his services on the Board.

Awards (1)(2)

Gerald McLaughlin

compensation amounts are in full numbers and not presented in $1,000’s.

reported represent the aggregate grant date fair value of stock options granted to such non-employee directors and have been computed

based on a Black Scholes model and excludes the effect of estimated forfeitures.

The assumptions used in calculating the grant date fair

values of the equity awards reported in this column are set forth below.

The amounts reported in this column reflect the accounting cost

for these equity awards and do not correspond to the actual economic value that may be realized by the directors upon the vesting of

the stock options, the exercise of the stock options or the sale of the securities underlying such stock options.

The fair value of stock options

granted in the period ended December 31, 2022, were estimated using the Black-Scholes option pricing model, based on the following assumptions:

Exercise price

Risk-free interest

Expected dividend yield

Contractual life (years)

Expected volatility

table below lists the aggregate number of shares subject to option awards outstanding for each of the non-employee directors as of December

Gerald McLaughlin

Director Compensation

Our non-employee directors

are entitled to an annual director fee of $50,000.

In addition, a director who serves as a lead independent director or chair or on a

committee of the Board of Directors will receive the following additional annual fee:

Chairman of the Board of Directors or Lead Independent Director

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Annual fees may be paid in

cash or equity at the option of the director.

In addition, subject to discretion of the Board of Directors and recommendation of the Compensation

Committee, new directors who join the Board of Directors may receive an initial grant of stock options to purchase 23,000 shares of common

stock, subject to vesting of 1/36 per month over 36 months following the grant date and with the

expiration date of five years from date of grant.

In connection with the appointment

McLaughlin as independent directors of the Company, each received an annual retainer fee of $50,000, payable in cash.

In addition, the Board of Directors granted Dr.

McLaughlin options to purchase 23,000 shares of common stock at an exercise

price of $1.28 and $1.10 per share, respectively, which options are subject to vesting of 1/36 per month over 36 months following the

The expiration date for the options is five years from date of grant.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table and accompanying footnotes set forth information regarding the beneficial ownership of our Common Stock, including shares

issuable upon the exercise or conversion of securities that entitle the holders to obtain Common Stock upon exercise or conversion) as

of the date of this report, or Record Date, by:

each person who is known to be the beneficial owner of more than 5% of our Common Stock;

each of our current executive officers and each of our current directors;

all of our executive officers and directors as a group.

Under the rules and regulations

of the SEC, a person is a “beneficial owner” of a security if that person has or shares “voting power,” which

includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose

of or to direct the disposition of the security or has the right to acquire such powers within 60 days.

The beneficial ownership of

our Common Stock is based on 30,000,000 shares of Common Stock issued and outstanding as of the Record Date.

As of the Record Date, there

were 50,000 shares of Series C Preferred Stock outstanding which are not reflected in the columns relating to beneficial ownership of

Common Stock below since as of such date no shares of Series C Preferred Stock are convertible into Common Stock because there were not

convertible as of the Record Date.

Unless otherwise noted in

the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have

sole voting and investment power with respect to their beneficially owned Common Stock.

Additionally, in order to illustrate the outstanding

voting power of the respective beneficial owners as of the Record Date, the following table does not reflect record or beneficial ownership

of any shares of Common Stock issuable upon exercise of warrants, options, or convertible preferred stock, to the extent such securities

are exercisable or convertible within 60 days of the Record Date since the Company does not have any shares of Common Stock authorized

to issue upon exercise or conversion.

Name of Beneficial Owner (1)

5% and Greater Holders:

Directors and Executive Officers:

Marie Foegh (4)

Steen Knudsen (5)

David Roth (7)

Gerald McLaughlin (8)

All directors and executive officers as a group (7 individuals)

Unless otherwise noted, the business address of each of the following entities or individuals is c/o Allarity Therapeutics, Inc., 24 School Street, 2nd Floor, Boston, MA 02108.

on Schedule 13G jointly filed by 3i, LP, 3i Management LLC and Maier J.

Tarlow (the “Reporting Persons”) with the

SEC on March 2, 2023, reflecting ownership of 2,992,551 shares of common stock.

Interests excludes shares of Common Stock issuable pursuant

to exercise of shares of Series A Preferred Stock and Warrant, subject to the beneficial ownership limitation of 9.99%.

Also excludes

shares of Common Stock issuable upon conversion of Series C Preferred Stock which are not exercisable within 60 days as of the Record

The principal business address of the Reporting Persons is 140 Broadway, 38th Floor, New York, NY 10005.

principal business is that of a private investor.

Maier Joshua Tarlow is the manager of 3i Management, LLC, the general partner of 3i,

L.P., and has sole voting control and investment discretion over securities beneficially owned directly or indirectly by 3i Management,

LLC and 3i, L.P.

Excludes 119,842 shares of Common Stock issuable upon exercise of vested options within 60 days since the Company did not have any authorized shares of Common Stock available for issuance as of the Record Date.

Interests shown include 3,988 shares of Common Stock.

Excludes 53,839 shares of Common Stock issuable upon exercise of vested options within 60 days since the Company did not have any authorized shares of Common Stock available for issuance as of the Record Date.

Interests shown include 124,977 shares of Common Stock.

Interests shown include 17,842 shares of Common Stock.

Excludes 111,027 shares issuable upon exercise of vested options within 60 days since the Company did not have any authorized shares of Common Stock available for issuance as of the Record Date.

Excludes 5,750 shares of Common Stock issuable upon exercise of vested options within 60 days since the Company did not have any authorized shares of Common Stock available for issuance as of the Record Date.

Excludes 4,472 shares of Common Stock issuable upon exercise of vested options within 60 days since the Company did not have any authorized shares of Common Stock available for issuance as of the Record Date.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND

DIRECTOR INDEPENDENCE

Transactions with Related Parties

Company did not enter into any related party transaction required to be disclosed under Item 404 of Regulation S-K.

Related Person Transactions Policy

We intend to adopt a written

related person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration, and

oversight of “related person transactions.” For purposes of policy only, a “related person transaction” is a transaction,

arrangement, or relationship (or any series of similar transactions, arrangements or relationships) in which we or any of our subsidiaries

are participants involving an amount, as long as we are a SEC smaller reporting company, that exceeds the lesser of (a) $120,000 or (b)

1% of the average of our total assets for the last two completed fiscal years, in which any “related person” has a material

Transactions involving compensation

for services provided to us as an employee, consultant or director will not be considered related person transactions under this policy.

A related person is any executive officer, director, nominee to become a director or a holder of more than 5% of any class of our voting

securities (including our common stock), including any of their immediate family members and affiliates, including entities owned or controlled

by such persons.

Under the policy, the related

person in question or, in the case of transactions with a holder of more than 5% of any class of our voting securities, an officer with

knowledge of a proposed transaction, must present information regarding the proposed related person transaction to our audit committee

(or, where review by our audit committee would be inappropriate, to another independent body of our Board of Directors) for review.

identify related person transactions in advance, we will rely on information supplied by our executive officers, directors and certain

significant stockholders.

In considering related person transactions, our audit committee will take into account the relevant available

facts and circumstances, which may include, but are not limited to:

the risks, costs, and benefits to us;

the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

the terms of the transaction;

the availability of other sources for comparable services or products;

the terms available to or from, as the case may be, unrelated third parties;

our audit committee will approve only those transactions that it determines are fair and in our best interests.

Director Independence

A majority of our Board of

Directors are independent directors, see the discussion above under the section “Item 10.

Directors, Executive Officers and Corporate

Governance–Director Independence.”

information required by this Item 11 of Form 10-K will be included in our 2024 Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

information required by this Item 12 of Form 10-K will be included in our 2024 Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related Transactions and Director Independence.

information required by this Item 13 of Form 10-K will be included in our 2024 Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services.

On September 9, 2022, our Audit Committee approved the engagement of

Wolf & Company as our independent registered public accounting firm.

Wolf & Company re-audited our financial statements for the

year ended December 31, 2021, and audited our financial statements for the year ended December 31, 2022.

Fees Paid to Principal Independent Registered

Public Accounting Firm

The aggregate fees billed

by our current auditors Wolf & Company, P.C.

and our former auditors Marcum LLP and PWC for the years ended December 31, 2022, and

2021 are as follows:

Audit fees (1)

Audit related fees (3)

2021 Audit fees represent

fees for professional services provided in connection with the audit of our annual financial statements and the review of our quarterly

financial statements and.

This information is presented as of the latest practicable date for this annual report.

The audit fees for

2021 also include the services provided in reviewing our Registration Statement on Form S-1.

Our former auditor PwC provided us with tax advice and tax planning services as part of our reorganization completed on December 20, 2021, before we became a US domestic filer.

All other fees include

fees billed by our independent auditors for products or services other than as described in the immediately preceding two categories

including those services normally provided in connection with statutory or regulatory filings or engagements including comfort letters,

consents and other services related to SEC matters.

Policy on Audit Committee Pre-Approval of Audit

and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee’s

policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm, the

scope of services provided by our independent registered public accounting firm and the fees for the services to be performed.

These services

may include audit services, audit-related services, tax services and other services.

Pre-approval is detailed as to the service or category

of services and is generally subject to a specific budget.

Our independent registered

public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided

by our independent registered public accounting firm in accordance with this preapproval, and the fees for the services performed to date.

information required by this Item 14 of Form 10-K will be included in our 2024 Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this annual report on Form 10-K:

The following documents

are filed as part of this annual report on Form 10-K:

Financial Statements

following financial statements of Allarity, and the Reports of Independent Registered Public Accounting Firms, are included at the end

of this report beginning on page F-1:

(2) Financial

The following financial statements of Allarity,

and the Reports of Independent Registered Public Accounting Firms, are included at the end of this report beginning on page F-1:

(2) Financial Statement

All schedules have been omitted because the required

information is included in the financial statements or notes thereto or because they are not required.

The exhibits required by Item 601 of Regulation

S-K are listed in subparagraph (b) below.

(b) Exhibits:

The following exhibits are filed as part of this

Annual Report.

Amended and Restated Plan of Reorganization and Asset Purchase Agreement by and among Allarity Therapeutics, Inc.

a Delaware corporation, Allarity Acquisition Subsidiary, a Delaware corporation and Allarity Therapeutics A/S, an Aktieselskab organized under the laws of Denmark, dated as of September 23, 2021

Certificate of Incorporation of Allarity Therapeutics, Inc.

Certificate of Amendment to the Certificate of Incorporation of Allarity Therapeutics, Inc.

Amended and Restated Bylaws of Allarity Therapeutics, Inc.

Amendment No.

Statement Schedules

schedules have been omitted because the required information is included in the financial statements or notes thereto or because they

are not required.

exhibits required by Item 601 of Regulation S-K are listed in subparagraph (b) below.

following exhibits are filed as part of this Annual Report.

and Restated Plan of Reorganization and Asset Purchase Agreement by and among Allarity Therapeutics, Inc.

a Delaware corporation,

Allarity Acquisition Subsidiary, a Delaware corporation and Allarity Therapeutics A/S, an Aktieselskab organized under the laws of

Denmark, dated as of September 23, 2021

of Incorporation of Allarity Therapeutics, Inc.

of Amendment to the Certificate of Incorporation of Allarity Therapeutics, Inc.

and Restated Bylaws of Allarity Therapeutics, Inc.

1 to Amended and Restated Bylaws of Allarity Therapeutics, Inc.

Certificate of Designations of Allarity Therapeutics, Inc.

of Designations of Allarity Therapeutics, Inc.

relating to the Series A Convertible Preferred Stock

Amendment to Certificate of Designation of the Series A Convertible Preferred Stock

Certificate of Designation of the Series B Preferred Stock

Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Redeemable Preferred Stock

Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Redeemable Preferred Stock

Description of Capital Stock

Specimen Common Stock Certificate of Allarity Therapeutics, Inc.

Form of Warrant (3i LP)

Allarity Therapeutics, Inc.

to Certificate of Designation of the Series A Convertible Preferred Stock

of Designation of the Series B Preferred Stock

of Designation of the Series C Preferred Stock

of Amendment to Certificate of Designation of Series C Preferred Stock

Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc.

and Restated Certificate of Designations of Series A Convertible Preferred Stock of Allarity Therapeutics, Inc.

Certificate of Amendment to Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock

Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc.

Amendment to Certificate of Designation (Series A Preferred Stock)

Certificate of Amendment to Certificate of Designation (Series A Preferred Stock)

Certificate of Amendment (Series A Preferred Stock)

Common Stock Certificate of Allarity Therapeutics, Inc.

to Purchase Common Stock (3i, LP)

of Pre-Funded Warrant (April 2023)

of Common Warrant (April 2023)

and Exchange Warrant

of Pre-Funded Warrant (July 2023)

of Common Warrant (July 2023)

of Amended and Restated Common Stock Purchase Warrant (July 2023)

of New Warrant

of Pre-Funded Warrant

of Series A Common Warrant

of Series B Common Warrant

Convertible Note

Convertible Note, dated as of February 13, 2024

Therapeutics, Inc.

2021 Equity Incentive Plan

Exclusive License Agreement between Oncology Venture A/S and Smerud Medical Research International As Dated as of June 26, 2020

Amended and Restated License Agreement between Allarity Therapeutics A/S and LiPlasome Pharma ApS, dated January 2021

Exclusive License Agreement between Oncology Venture, APS and 2-BBB Medicines BV, dated as of March 27, 2017

Development, Option and License Agreement between Oncology Venture ApS and R-Pharm US Operating LLC, dated March 1, 2019

Exclusive License Agreement between Oncology Venture, ApS and Eisai, Inc., dated as of July 6, 2017

License Agreement between Novartis Pharma Ag and Oncology Venture, ApS, dated April 6, 2018

Securities Purchase Agreement dated May 20, 2021 between Allarity Therapeutics, Inc.

Registration Rights Agreement dated May 20, 2021 between Allarity Therapeutics, Inc.

Asset Purchase Agreement dated July 23, 2021 between Allarity Therapeutics A/S and Lantern Pharma Inc.

First Amendment to the Exclusive License Agreement between Eisai and Allarity Therapeutics A/S dated December 20, 2020.

Second Amendment to Exclusive License Agreement between Oncology Venture, ApS and Eisai, Inc.

License Agreement between Oncology Venture A/S and Smerud Medical Research International As Dated as of June 26, 2020

and Restated License Agreement between Allarity Therapeutics A/S and LiPlasome Pharma ApS, dated January 2021

License Agreement between Oncology Venture, APS and 2-BBB Medicines BV, dated as of March 27, 2017

Option and License Agreement between Oncology Venture ApS and R-Pharm US Operating LLC, dated March 1, 2019

License Agreement between Oncology Venture, ApS and Eisai, Inc., dated as of July 6, 2017

Agreement between Novartis Pharma Ag and Oncology Venture, ApS, dated April 6, 2018

Purchase Agreement dated May 20, 2021 between Allarity Therapeutics, Inc.

Rights Agreement dated May 20, 2021 between Allarity Therapeutics, Inc.

Purchase Agreement dated July 23, 2021 between Allarity Therapeutics A/S and Lantern Pharma Inc.

Amendment to the Exclusive License Agreement between Eisai and Allarity Therapeutics A/S dated December 20, 2020.

Amendment to Exclusive License Agreement between Oncology Venture, ApS and Eisai, Inc.

dated as of August 3, 2021.

Employment Agreement by and between Allarity Therapeutics, Inc.

Agreement by and between Allarity Therapeutics, Inc.

and Marie Foegh, M.D.

Asset Purchase Agreement between Allarity Therapeutics, Inc.

Purchase Agreement between Allarity Therapeutics, Inc.

and Allarity Therapeutics A/S dated December 17, 2021

Assignment and Assumption Agreement between Allarity Therapeutics, Inc.

and Assumption Agreement between Allarity Therapeutics, Inc.

and Allarity A/S

Exclusive License Agreement with Oncoheroes Bioscience, Inc.

License Agreement with Oncoheroes Bioscience, Inc.

dated January 2, 2022 (Stenoparib)

Exclusive License Agreement with Oncoheroes Bioscience, Inc.

License Agreement with Oncoheroes Bioscience, Inc.

dated January 2, 2022 (Dovitnib)

4 unchanged sentences

Agreement and Waiver

Amendment to Forbearance and Waiver dated June 6, 2022

Amendment to Forbearance and Waiver

Agreement with Steve Carchedi

1 unchanged sentence

Amendment to Development Option & License Agreement

Amendment to License Agreement

Amendment to License Agreement with Novartis Pharma AG

Note Purchase Agreement

of Secured Promissory Note

Letter Agreement with 3i, LP

Agreement with James G.

Cullem dated January 12, 2023

Agreement with Joan Brown dated January 12, 2023

Letter Agreement with 3i, LP dated January 23, 2023

Agreement with Joan Brown

Agreement with 3i, LP dated December 8, 2022

Agreement with 3i, LP dated January 23, 2023

of Securities Purchase Agreement Series C Preferred Stock

1 unchanged sentence

Waiver Agreement

of Securities Purchase Agreement (April Offering)

of Lock- Up Agreement (April Offering)

Amendment to Secured Note Purchase Agreement

Amendment to Security Agreement

of Secured Promissory Note (2023)

Promissory Note

and Exchange Agreement

of Debt Agreement

Amendment to Registration Rights Agreement

Waiver Agreement

to Modification and Exchange Agreement

of Securities Purchase Agreement

Amendment to the Exclusive License Agreement with Eisai, Inc.

of Limited Waiver and Amendment Agreement

LP – Limited Waiver and Amendment Agreement

2023 Secured Note Purchase Agreement

Promissory Note

of Lock-Up Agreement

of Inducement Letter

Waiver between the Company and 3i, LP

of Securities Purchase Agreement

of Lock Up Agreement

Employment Agreement (Steen Knudsen)

Purchase Agreement, dated as of January 18, 2024, by and between the Company and the Purchaser listed on the signature page attached

to Securities Purchase Agreement, dated as of January 25, 2024, by and between the Company and the Purchaser listed on the signature

page attached thereto

Waiver Agreement, dated as of February 13, 2024, by and between the Company and the Purchaser listed on the signature page attached

Amendment to Senior Convertible Notes

from Marcum, LLP dated August 23, 2022, regarding Change in Independent Registered Public Accounting Firm

Subsidiaries of the Registrant

Certifications

of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act

Certifications

of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act

Certifications

of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act

Certifications

of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act

Instance Document.

Certifications of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act

Certifications of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act

Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act

Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act

Allarity Therapeutics, Inc.

Clawback Policy

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension

9 unchanged sentences

Cover Page Interactive

Data File (formatted as Inline XBRL and contained in Exhibit 101).

Incorporated by reference from the Registration Statement on Form S-4 filed with the SEC on August 20, 2021.

Incorporated by reference from Amendment No.

1 to Registration Statement on Form S-4 as refiled with the SEC on October 20, 2021.

Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

Incorporated by reference

from the Registration Statement on Form S-4 filed with the SEC on August 20, 2021.

Incorporated by reference

from Amendment No.

1 to Registration Statement on Form S-4 refiled with the SEC on October 20, 2021.

Incorporated by reference

from Amendment No.

2 to Registration Statement on Form S-4 refiled with the SEC on October 20, 2021.

Incorporated by reference

from Amendment No.

4 to Registration Statement on Form S-4 filed with the SEC on November 2, 2021.

Incorporated by reference

from Amendment No.

2 to Registration Statement on Form S-1 filed with the SEC on December 6, 2021.

Incorporated by reference

from Form 8-K filed with the SEC on December 10, 2021.

Incorporated by reference

from Form 8-K filed with the SEC on December 20, 2021.

Incorporated by reference

from Form 8-K filed with the SEC on December 22, 2021.

Incorporated by reference

from Form 8-K filed with the SEC on April 18, 2022.

Incorporated by reference

from Form 8-K filed with the SEC on May 6, 2022.

Incorporate by reference

from Form 10-K filed with the SEC on May 17, 2022.

Incorporated by reference

from Form 8-K filed with the SEC on June 10, 2022.

Incorporated by reference

from Form 8-K filed with the SEC on July 11, 2022.

Incorporated by reference

from Form 8-K filed with the SEC on August 12, 2022, as amended on August 24, 2022.

Incorporated by reference from Form 10-Q filed with

the SEC on October 7, 2022.