Allarity Therapeutics, Inc. 10-Q

Item 5. Other Information. Our 2024 annual meeting of stockholders will be delayed by more than 30 days from February 3, the anniversary date of the 2023 annual meeting of stockholders. Our board of directors has not yet determined the date of the 2024 annual meeting of stockholders. We will provide all required information about the 2024 annual meeting of stockholders when it becomes available. 34 Item 6. Exhibits. See the Exhibit Index to this Quarterly Report immediately below and before the signature page hereto, which Exhibit Index is incorporated by reference as if fully set forth herein. Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 3.1 Certificate of Incorporation S-4 333-258968 3.1 August 20, 2021 3.2 Certificate of Amendment to the Certificate of Incorporation of Allarity Therapeutics, Inc. S-4/A 333-259484 3.3 September 29, 2021 3.3 Second Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc. 8-K 001-41160 3.1 March 20, 2023 3.4 Third Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc. 8-K 001-41160 3.1 March 24, 2023 3.5 Fourth Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc. 8-K 001-41160 3.1 June 28, 2023 3.6 Specimen Common Stock Certificate of Allarity Therapeutics, Inc. S-4/A 333-259484 4.1 September 29, 2021 3.7 Amended and Restated Bylaws of Allarity Therapeutics, Inc. S-4/A 333-259484 3.4 October 18, 2021 3.8 Amendment No. 1 to Amended and Restated Bylaws of Allarity Therapeutics, Inc. 8-K 001-41160 3.1 July 11, 2022 4.1 Seventh Certificate of Amendment (Series A Preferred Stock) 8-K 001-41160 3.1 March 15, 2024 4.2 Senior Convertible Note, dated as of March 14, 2024 8-K 001-41160 4.1 March 15, 2024 4.3 Sixth Certificate of Amendment (Series A Preferred Stock) 8-K 001-41160 3.1 February 14, 2024 4.4 Senior Convertible Note, dated as of February 13, 2024 8-K 001-41160 4.1 February 14, 2024 4.5 Fifth Certificate of Amendment (Series A Preferred Stock) 8-K 001-41160 3.1 January 19, 2024 4.6 Senior Convertible Note 8-K 001-41160 4.1 January 19, 2024 10.1 At-The-Market Issuance Sales Agreement, dated March 19, 2024, by and between Allarity Therapeutics, Inc. and Ascendiant Capital Markets, LLC 8-K 001-41160 10.1 March 20, 2024 10.2 Amendment Senior Convertible Notes 8-K 001-41160 10.1 March 1, 2024 10.3 Limited Waiver Agreement, dated as of February 13, 2024, by and between the Company and the Purchaser listed on the signature page attached thereto 8-K 001-41160 10.1 February 14, 2024 10.4 Amendment 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 8-K 001-41160 10.1 January 25, 2024 35 10.5 Securities Purchase Agreement, dated as of January 18, 2024, by and between the Company and the Purchaser listed on the signature page attached thereto 8-K 001-41160 10.1 January 19, 2024 10.6† Consulting Agreement (James G. Cullem) — — — — X 10.7† Confidential Settlement Agreement and General Release (James G. Cullem) — — — — X 99.1† Allarity Therapeutics, Inc. 2021 Equity Incentive Plan (as amended and restated as of March 7, 2024) DEF14A 001-41160 Appendix A March 8, 2024 31.1 Certifications of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act — — — — X 31.2 Certifications of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act — — — — X 32.1* Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act — — — — X 32.2* Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act — — — — X 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). — — — — X 101.SCH Inline XBRL Taxonomy Extension Schema Document. — — — — X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. — — — — X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. — — — — X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. — — — — X 101PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. — — — — X 104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) — — — — — + Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. † Indicates management contract or compensatory plan or arrangement. * Furnished herewith. 36 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ALLARITY THERAPEUTICS, INC., Date: May 14, 2024 By: /s/ Thomas H. Jensen Thomas H. Jensen Chief Executive Officer (Principal Executive Officer) Date: May 14, 2024 By: /s/ Joan Y. Brown Joan Y. Brown Chief Financial Officer (Principal Financial and Accounting Officer) 37