Allarity Therapeutics, Inc. 10-K

Item 9A. Controls And Procedures. Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of the end of the period covered by this Annual Report, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be included in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, relating to the Company, including our consolidated subsidiaries, and was made known to them by others within those entities, particularly during the period when this report was being prepared. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025. 85 Table of Contents Management ’ s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. As of December 31, 2025, our management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control - Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of its evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025. Because we are a non-accelerated filer and smaller reporting company, Wolf & Company, P.C., our independent registered public accounting firm, is not required to attest to or issue a report on the effectiveness of our internal control over financial reporting. Change in Internal Control over Financial Reporting Upon the arrival of our current Chief Financial Officer during the third quarter, the company identified a material weakness in its internal controls related to the Company's accounting of the share repurchase plan that was initiated in the quarter ended June 30, 2025. To address the material weakness, management, under the oversight of the audit committee, has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting. As a result, the company updated internal controls over financial reporting and implemented enhanced review processes to ensure timely identification of appropriate accounting related to all contractual agreements. As a result of these initiatives, management concluded that our internal control over financial reporting was effective as of December 31, 2025. Inherent Limitations of Controls Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. Controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevents Inspections. Not applicable. 86 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. EXECUTIVE OFFICERS Our executive officers are appointed by our Board in accordance with our Bylaws. The table below identifies and sets forth certain biographical and other information regarding our executive officers as of March 20, 2026. There are no family relationships among any of our executive officers or directors. Name Year First Became Officer Age Position Thomas H. Jensen 2023 47 Chief Executive Officer Jeffrey S. Ervin 2025 48 Chief Financial Officer Steen Knudsen 2021 65 Chief Scientific Officer Jeremy R. Graff 2024 56 President and Chief Development Officer Thomas H. Jensen. Thomas H. Jensen has been the Chief Executive Officer of Allarity Therapeutics, Inc. since December 2023, a director of ours since July 2022, and has been a part of the Company’s since its inception serving in a range of capacities. Before becoming the CEO, Mr. Jensen has been the Senior Vice President, Investor Relations since June 2022, and a director of ours since July 2022. Previously, Mr. Jensen served as Senior Vice President of information Technology of Allarity Therapeutics, Inc. as well as of our predecessor, Allarity Therapeutics A/S, since June 2020. Mr. Jensen previously served as the Chief Technology Officer of our predecessor from 2004 to June 2020. Mr. Jensen co-founded Allarity Therapeutics A/S in 2004. Mr. 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. Amongst Mr. 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. Mr. Jensen’s inventions are an important foundation of the DRP® -Drug Response Prediction platform. Mr. Jensen also currently serves on the Board of Cardeon AB, a Swedish company that invests in innovative Nordic companies and start-ups in medical technology and Life Science. Mr. 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. Jeffrey S. Ervin. Mr. Ervin joined the Company on July 1, 2025 with over 25 years of financial and leadership experience. Initially starting in a fractional capacity, Mr. Ervin became the full-time Chief Financial Officer of the Company on November 1, 2025. Prior to joining the Company, Mr. Ervin served as founder and chief executive officer of Sanaregen Vision Therapeutics, Inc., a clinical-stage biopharmaceutical research and development company, in February 2025 to October, 2025 in a fractional capacity. From June 2024 to January 2025, Mr. Ervin served in a fractional capacity as co-chief financial officer of DDC Enterprise, Ltd (NYSE: DDC), a consumer food company. From February 2015 and May 2024, Mr. Ervin served as chairman and chief executive officer of IMAC Holdings, Inc., a provider of innovative medical advancements and care specializing in regenerative rehabilitation orthopedic treatments. Mr. Ervin was co-founder of IMAC Holdings, Inc. and led an initial public offering in February 2019 ( Nasdaq: BACK). Mr. Ervin earned his M.B.A. from Vanderbilt University and a B.S. in Finance from Miami University. Mr. Ervin currently serves as an independent director of Cingulate, Inc. (Nasdaq: CING), a biopharmaceutical company focused on the development of new product candidates for the central nervous system. Steen Knudsen. Dr. Knudsen has been our Chief Scientific Officer since July 2021. Dr. 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. Dr. 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 Chief Executive Officer from 2004 to 2006. Dr. 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 the U.S. Dr. 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. 87 Table of Contents Jeremy R. Graff. Dr. Graff has worked in the Biotech/Pharma industry for more than 25 years, garnering deep experience and expertise in the preclinical and clinical development of targeted small and large molecule therapeutics as well as novel immunotherapeutics. Previously, Dr. Graff held C-level and senior executive positions at various biotechnology companies. Form November 2023 to September 2024, Dr. Graff served as a consultant to the Company providing consulting and advisory services on the Company’s research and development programs in the field of small molecule inhibitors and their use in the treatment of cancer. Since January of 2024, Dr. Graff has also served as a C-Suite Executive Advisor and Consultant to a number of companies. From June 2021 to January 2024, Dr. Graff served as the Chief Scientific Officer at IMV, Inc., an early-stage Canadian biotechnology company. There, Dr. Graff oversaw the company’s research programs and the development of its cutting-edge cancer vaccine platform. From June 2020 to March 2021, Dr. Graff served as the Chief Development Officer of HiberCell, a clinical stage oncology company. From November 2018 to June 2020, Dr. Graff served as President and Chief Scientific Officer of Biothera Pharmaceuticals, Inc. (“Biothera”), a privately held clinical stage immuno-oncology company developing Biothera’s proprietary immunotherapy, Imprime PGG, in combination with immune checkpoint inhibitors, or CPIs, for multiple cancer indications. Dr. Graff also served as CSO and Senior Vice President of Research at Biothera from November 2014 to November 2018. From February 1998 to November 2014, Dr. Graff held various positions at Eli Lilly and Company (“Eli Lilly”), an American pharmaceutical company that discovers, develops, and markets human pharmaceuticals worldwide. During his nearly 17 -year tenure at Eli Lilly, Dr. Graff identified and validated new molecular targets for advanced cancers, working alongside the clinical development team to establish and lead the translational oncology group. This group supported and advanced the 31 clinical assets in Eli Lilly’s oncology portfolio at the time. Dr. Graff currently serves on the Board of Directors of IN8bio, Inc., a clinical-stage biopharmaceutical company developing gamma-delta T cell-based immunotherapies for cancer patients. Dr. Graff also serves as a member of the Board of Trustees for the Wood Hudson Cancer Research Laboratory, a non-profit research organization, and he is on the Scientific Advisory Board of Avicenna Biosciences, Inc., a drug development company using machine learning-enhanced medicinal chemistry to accelerate the lead-to-candidate optimization process for small molecule drug development. Dr. Graff completed a post-doctoral fellowship at the Johns Hopkins University School of Medicine. He holds a Ph.D. from the University of Kentucky’s Markey Cancer Center, and a Bachelor of Arts degree in Biology and Chemistry from Thomas More College (now Thomas More University). CORPORATE GOVERNANCE Role of Our Board Our Board oversees and provides guidance for our business and affairs. Our Board oversees the development of our strategy and business planning process and management’s implementation of them and oversees management. Mr. McLaughlin serves as Chairman of our Board. The primary responsibilities of our Board is to provide oversight, strategic guidance, counseling, and direction to our management. Our Board meets regularly in executive sessions of the directors without those directors who are also our executive officers. In accordance with the terms of our Bylaws, subject to the rights of holders of any series of preferred stock, our Board may establish the authorized number of directors from time to time by resolution. Our Board 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 is divided into the following classes: • Class I, consists of Mr. Hoiland; • Class II, consists of Mr. McLaughlin and Dr. Benjamin; and • Class III, consists of Mr. Jensen. Board Leadership Structure The positions of Chairman of our Board and Chief Executive Officer are separate. The Chairman of our Board has the authority, among other things, to call and preside over our Board 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. We believe that separation of the positions of Chairman and Chief Executive Officer reinforces the independence of our Board in its oversight of our business and affairs. 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 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 as a whole. In addition, we have a separate Chairman for each committee of our Board. The Chairman of each committee is expected to report to our Board from time to time, or whenever so requested by our Board, 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. 88 Table of Contents 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 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 us, its senior management and its independent auditors, our Board affirmatively determined that all of our directors, except Mr. Jensen who is not considered independent because he is our executive officer, is independent director as defined by Rule 5605 (a)( 2 ) of the Nasdaq Listing Rules. Board Committees Our Board has established an Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee comprised of the members identified below. Our Board 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 has determined that all committee members are independent under applicable Nasdaq and SEC rules for committee memberships. Name and Position Audit Committee Compensation Committee Nominating and Governance Committee Gerald W. McLaughlin, Director, Chairman of our Board Chairman Chairman Chairman Thomas H. Jensen, Director, Chief Executive Officer Jesper Hoiland, Director X X X Laura E. Benjamin, Director X X X Compensation Committee The Compensation Committee consists of Mr. McLaughlin, Mr. Hoiland and Dr. Benjamin. The Chairman of the Compensation Committee is Mr. McLaughlin. Our Board 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 Compensation Committee operates pursuant to a charter which is reviewed annually by the Compensation Committee. The Compensation Committee charter can be accessed online at https://allarity.com/governance-documents/ . The primary purpose of the Compensation Committee is to discharge the responsibilities of our Board relating to compensation of our directors and executive officers, to assist our Board 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 our Board corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and recommend to our Board 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 our Board with respect to equity-based plans that are subject to approval by our Board. 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 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 our Board 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 our Board 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 our Board 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 our Board. • Annually review and reassess the adequacy of the Compensation Committee charter and recommend any proposed changes to our Board 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 our Board and/or the Chairman of our Board. 89 Table of Contents Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee consists of Mr. McLaughlin, Mr. Hoiland and Dr. Benjamin. The Chairman of the Nominating and Corporate Governance Committee is Mr. McLaughlin. Our Board has determined that each member of the Nominating and Corporate Governance Committee is independent under the Nasdaq listing standards. The Nominating and Corporate Governance Committee operates pursuant to a charter which is reviewed annually by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee charter can be accessed online at https://allarity.com/governance-documents/ . The primary purpose of the Nominating and Corporate Governance Committee is ( 1 ) to assist our Board by identifying qualified candidates for director, and to recommend to our Board the director nominee(s) for the next annual meeting of stockholders; ( 2 ) to lead our Board in its annual review of our Board’s performance; ( 3 ) to recommend to our Board director nominee(s) for each Board committee; and ( 4 ) to develop and recommend to our Board our corporate governance guidelines. Specific responsibilities of the Nominating and Corporate Governance Committee are to: • Evaluate the current composition, organization, and governance of our Board and its committees and make recommendations to our Board for approval. • Annually review for each director and nominee, the experience, qualifications, attributes, or skills that contribute to our Board’s 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. • 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 our Board. At a minimum, nominees for service on our Board 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 our Board, with a view to establishing a well-rounded, diverse, knowledgeable, and experienced Board. • Administer the annual Board’s performance evaluation process, including conducting surveys of director observations, suggestions, and preferences. • Evaluate and make recommendations to our Board concerning the appointment of directors to our Board’s committees, the selection of our Board committee chairs, and proposal of the slate of directors for election to our Board. • Consider bona fide candidates recommended by stockholders for nomination for election to our Board 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 our Board. • Evaluate and recommend termination of membership of individual directors in accordance with our Board’s 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 our Board 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 our Board 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 our Board 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 our Board for approval. • Annually evaluate its own performance. • Maintain appropriate records regarding its process of identifying and evaluating candidates for election to our Board. • Fulfill such other duties and responsibilities as may be assigned to the Nominating and Corporate Governance Committee, from time to time, by our Board and/or the Chairman of our Board. 90 Table of Contents Audit Committee The Audit Committee consists of Mr. McLaughlin, Dr. Benjamin, and Mr. Hoiland. The chairman of the Audit Committee is Mr. McLaughlin, who our Board has determined is an “audit committee financial expert” within the meaning of SEC regulations. Our Board has determined that each member of the Audit Committee satisfies the independence requirements under Nasdaq listing standards and Rule 10A - 3 (b)( 1 ) of the Exchange Act. Each member of the Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, our Board has examined each Audit Committee member’s scope of experience and the nature of their employment in the corporate finance sector. The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. The Audit Committee charter can be accessed online at https://allarity.com/governance-documents/ . The primary purpose of the Audit Committee is to provide assistance to our Board in fulfilling our Board’s 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 our Board, 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; and • Oversee that management has established and maintained processes to assure our compliance with applicable laws, regulations and corporate policy. Meetings of our Board and its Committees During the fiscal year ended December 31, 2025: • our Board held four ( 4 ) meetings; • our Audit Committee held four ( 4 ) meetings; • our Compensation Committee held two ( 2 ) meetings; and • our Nominating and Corporate Governance Committee held no meetings. Board Attendance at Annual Meeting of Stockholders Our policy is to invite and encourage each member of our Board to be present at our annual meetings of stockholders. All of our directors intend to attend the Annual Meeting. 91 Table of Contents Board Oversight of Risk One of the key functions of our Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board 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. Code of Conduct and Ethics Our Board has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”), applicable to all of our employees, executive officers and directors. We will provide any person, without charge, a copy of the Code of Conduct upon written request to Investor Relations, Allarity Therapeutics, Inc., 123 E Tarpon Ave, Tarpon Springs, FL 34689. 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. Insider Trading Policy The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons. The Company also follows procedures for the repurchase of its securities. The Company believes that its insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of the Company’s insider trading policy is filed as Exhibit 19 to this Annual Report. Hedging Policy Our Board has not adopted, and we do not have, any specific practices or policies regarding the ability of our officers, our directors, the employees of our sponsor and its affiliates, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities. Clawback Policy We have adopted a compensation recovery policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers, as required by new SEC rules and Nasdaq implemented pursuant to the Dodd-Frank Act, and which can be recovered from time-vesting or performance-vesting equity compensation (in addition to other forms of compensation). Stockholder Communications with Our Board Our Board has adopted a formal process by which stockholders may communicate with our Board or any of its directors. Stockholders who wish to communicate with our Board may do so by sending written communications addressed to the Secretary of Allarity Therapeutics, Inc., 123 E Tarpon Ave, Tarpon Springs, FL 34689. These communications will be reviewed by the Secretary, who will determine whether the communication is appropriate for presentation to our Board or the relevant director. The purpose of this screening is to avoid having our Board consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications). 92 Table of Contents Item 11. Executive Compensation. The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions and Director Independence. The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services. The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference. 93 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. The following documents are filed as part of this Annual Report: (1) Financial Statements The following financial statements of Allarity, and the Report of Independent Registered Public Accounting Firm, is included at the end of this Annual Report beginning on page F-1: (2) Financial Statement Schedules All schedules have been omitted because the required information is included in the financial statements or notes thereto or because they are not required. (3) Exhibits 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. Exhibit No. Description 2.1 (e) 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 3.1 (a) Certificate of Incorporation of Allarity Therapeutics, Inc. 3.2 (b) Certificate of Amendment to the Certificate of Incorporation of Allarity Therapeutics, Inc. 3.3 (c) Amended and Restated Bylaws of Allarity Therapeutics, Inc. 3.4 (m) Amendment No. 1 to Amended and Restated Bylaws of Allarity Therapeutics, Inc. 3.5 (g) Certificate of Designations of Allarity Therapeutics, Inc. relating to the Series A Convertible Preferred Stock 3.6 (q) Amendment to Certificate of Designation of the Series A Convertible Preferred Stock 3.7 (q) Certificate of Designation of the Series B Preferred Stock 3.8 (s) Certificate of Designation of the Series C Preferred Stock 3.9 (s) Certificate of Amendment to Certificate of Designation of Series C Preferred Stock 3.10 (u) Second Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc. 3.11 (v) Third Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc. 3.12 (aa) Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock of Allarity Therapeutics, Inc. 3.13 (bb) First Certificate of Amendment to Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock 3.14 (cc) Fourth Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc. 3.15 (dd) Second Amendment to Certificate of Designation (Series A Preferred Stock) 3.16 (ff) Third Certificate of Amendment to Certificate of Designation (Series A Preferred Stock) 3.17 (hh) Fourth Certificate of Amendment (Series A Preferred Stock) 3.18 (jj) Fifth Certificate of Amendment (Series A Preferred Stock) 3.19 (ll) Sixth Certificate of Amendment (Series A Preferred Stock) 3.20 (pp) Form of Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Redeemable Preferred Stock 3.21 (qq) Sixth Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc. 3.22 (qq) Seventh Certificate of Amendment to Certificate of Incorporation of Allarity Therapeutics, Inc. 3.23 (rr) Certificate of Correction to the Seventh Certificate of Amendment to the Certificate of Incorporation of Allarity Therapeutics, Inc. 4.2 (aa) Warrant to Purchase Common Stock (3i, LP) 4.3 (aa) Form of Pre-Funded Warrant (April 2023) 4.4 (aa) Form of Common Warrant (April 2023) 4.5 (aa) Modification and Exchange Warrant 4.6 (ee) Form of Pre-Funded Warrant (July 2023) 4.7 (ee) Form of Common Warrant (July 2023) 4.8 (ff) Form of Amended and Restated Common Stock Purchase Warrant (July 2023) 4.9 (gg) Form of New Warrant 94 Table of Contents 4.10 (nn) Form of Pre-Funded Warrant 4.11 (nn) Form of Series A Common Warrant 4.12 (nn) Form of Series B Common Warrant 4.13 (jj) Senior Convertible Note 4.14 (ll) Senior Convertible Note, dated as of February 13, 2024 4.15(bbb) Secured Promissory Note A-1, dated March 2, 2026 4.16(bbb) Secured Promissory Note B, dated March 2, 2026 10.1# (e) Allarity Therapeutics, Inc. 2021 Equity Incentive Plan 10.2† (a) Exclusive License Agreement between Oncology Venture A/S and Smerud Medical Research International As Dated as of June 26, 2020 10.3† (a) Amended and Restated License Agreement between Allarity Therapeutics A/S and LiPlasome Pharma ApS, dated January 2021 10.4† (a) Exclusive License Agreement between Oncology Venture, APS and 2-BBB Medicines BV, dated as of March 27, 2017 10.5† (c) Development, Option and License Agreement between Oncology Venture ApS and R-Pharm US Operating LLC, dated March 1, 2019 10.6† (c) Exclusive License Agreement between Oncology Venture, ApS and Eisai, Inc., dated as of July 6, 2017 10.7† (c) License Agreement between Novartis Pharma Ag and Oncology Venture, ApS, dated April 6, 2018 10.8+ (a) Securities Purchase Agreement dated May 20, 2021 between Allarity Therapeutics, Inc. and 3i, LP 10.9 (a) Registration Rights Agreement dated May 20, 2021 between Allarity Therapeutics, Inc. and 3i, LP 10.10† (a) Asset Purchase Agreement dated July 23, 2021 between Allarity Therapeutics A/S and Lantern Pharma Inc. 10.11 (c) First Amendment to the Exclusive License Agreement between Eisai and Allarity Therapeutics A/S dated December 20, 2020. 10.12 (d) Second Amendment to Exclusive License Agreement between Oncology Venture, ApS and Eisai, Inc. dated as of August 3, 2021. 10.13# (f) Employment Agreement by and between Allarity Therapeutics, Inc. and James G. Cullem 10.14# (f) Employment Agreement by and between Allarity Therapeutics, Inc. and Marie Foegh, M.D. 10.15 (h) Asset Purchase Agreement between Allarity Therapeutics, Inc. and Allarity Therapeutics A/S dated December 17, 2021 10.16 (k) Assignment and Assumption Agreement between Allarity Therapeutics, Inc. and Allarity A/S 10.17† (k) Exclusive License Agreement with Oncoheroes Bioscience, Inc. dated January 2, 2022 (Stenoparib) 10.18† (k) Exclusive License Agreement with Oncoheroes Bioscience, Inc. dated January 2, 2022 (Dovitinib) 10.19† (k) Amended and Restated License Agreement among Allarity Therapeutics Europe ApS, LiPlasome Pharma ApS, and Chosa ApS dated March 28, 2022 10.20† (k) Support Agreement between Allarity Therapeutics A/S and LiPlasome Pharma ApS, dated March 28, 2022 10.21 (i) First Amendment to License Agreement between Novartis Pharma Ag and Allarity Therapeutics Europe ApS 10.22 (i) Convertible Promissory Note 10.23 (j) Forbearance Agreement and Waiver 10.24 (l) First Amendment to Forbearance and Waiver 10.25†# (o) Separation Agreement with Steve Carchedi 10.26†# (o) Separation Agreement with Jens Knudsen 10.27 (o) Second Amendment to Development Option & License Agreement 10.28† (p) Second Amendment to License Agreement with Novartis Pharma AG 10.29 (q) Secured Note Purchase Agreement 10.30 (q) Form of Secured Promissory Note 10.31 (q) Security Agreement 10.32# (r) Employment Agreement with James G. Cullem 10.33# (r) Employment Agreement with Joan Brown 10.34 (t) Letter Agreement with 3i, LP dated December 8, 2022 10.35 (t) Letter Agreement with 3i, LP dated January 23, 2023 10.36 +(s) Form of Securities Purchase Agreement Series C Preferred Stock 10.37 (s) Form of Registration Rights Agreement 10.38 (s) Limited Waiver Agreement 10.39 (aa) Form of Securities Purchase Agreement (April Offering) 10.40 (y) Form of Lock-Up Agreement (April Offering) 10.41 (z) First Amendment to Secured Note Purchase Agreement 10.42 (z) First Amendment to Security Agreement 10.43 (z) Form of Secured Promissory Note (2023) 95 Table of Contents 10.44 (aa) Secured Promissory Note 10.45 (aa) Modification and Exchange Agreement 10.46 (aa) Cancellation of Debt Agreement 10.47 (aa) First Amendment to Registration Rights Agreement 10.48 (aa) Limited Waiver Agreement 10.49 (bb) Amendment to Modification and Exchange Agreement 10.50 (ee) Form of Securities Purchase Agreement 10.51 (bb) Fourth Amendment to the Exclusive License Agreement with Eisai, Inc. 10.52 (ee) Third Amendment to the Exclusive License Agreement with Eisai, Inc. 10.53 (ee) Form of Limited Waiver and Amendment Agreement 10.54 (ee) 3i, LP – Limited Waiver and Amendment Agreement 10.55 (dd) June 2023 Secured Note Purchase Agreement 10.56 (dd) Security Agreement 10.57 (dd) Secured Promissory Note 10.58 (ee) Form of Lock-Up Agreement 10.59 (gg) Form of Inducement Letter 10.60 (gg) Limited Waiver between the Company and 3i, LP 10.61 (nn) Form of Securities Purchase Agreement 10.62 (mm) Form of Lock-Up Agreement 10.64 (jj) Securities Purchase Agreement, dated as of January 18, 2024, by and between the Company and the Purchaser listed on the signature page attached thereto 10.65 (kk) 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 10.66 (ll) Limited Waiver Agreement, dated as of February 13, 2024, by and between the Company and the Purchaser listed on the signature page attached thereto 10.67 (oo) Amendment to Senior Convertible Notes 10.68 (ss) Consulting Agreement (James G. Cullem) 10.69 (ss) Confidential Settlement Agreement and General Release (James G. Cullem) 10.70 (tt) First Comprehensive Amendment to At-The-Market Issuance Sales Agreement, dated May 17, 2024 10.71 (uu) Management Services Agreement, effective as of June 1, 2024 10.72 (pp) Form of Securities Purchase Agreement between the Company and the investors thereto, dated August 19, 2024 10.73 (pp) Form of Registration Rights Agreement by and among the Company and the investors named therein, dated August 19, 2024 10.74(yy) Fifth Amendment to Exclusive License Agreement with Eisai, Inc. 10.75 (pp) Sixth Amendment to Exclusive License Agreement with Eisai, Inc. 10.76 (vv) Second Amendment to At-The-Market Issuance Sales Agreement, dated September 9, 2024 10.77 (vv) Employment Agreement, dated as of September 12, 2024, by and between Allarity Therapeutics, Inc., and Alexander Epshinsky. 10.78 (ww) Employment Agreement, dated as of September 30, 2024, by and between Allarity Therapeutics, Inc., and Jeremy R. Graff. 10.79(zz) Form of Securities Purchase Agreement, dated September 22, 2025, by and among the Company and the Investor. 10.80(zz) Form of Registration Rights Agreement, dated September 22, 2025, by and among the Company and the Investor. 10.81(aaa) Common Stock Purchase Agreement, dated as of January 28, 2026 by and between the Company and Tumim Stone Capital, LLC. 10.82 Note Purchase Agreement, dated March 2, 2026. 10.83 Deposit Account Control Agreement, dated March 2, 2026. 10.84 Guaranty, dated March 2, 2026. 10.85 Pledge Agreement, dated March 2, 2026. 16 (n) Letter from Marcum, LLP dated August 23, 2022, regarding Change in Independent Registered Public Accounting Firm 19 Policy on Insider Trading 21 (xx) Subsidiaries of the Registrant 31.1 Certifications of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act 31.2 Certifications of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act 32.1* Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act 32.2* Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act 97 (xx) Allarity Therapeutics, Inc. Clawback Policy 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) (a) Incorporated by reference from the Registration Statement on Form S-4 filed with the SEC on August 20, 2021. (b) Incorporated by reference from Amendment No. 1 to Registration Statement on Form S-4 refiled with the SEC on October 20, 2021. (c) Incorporated by reference from Amendment No. 2 to Registration Statement on Form S-4 refiled with the SEC on October 20, 2021. (d) Incorporated by reference from Amendment No. 4 to Registration Statement on Form S-4 filed with the SEC on November 2, 2021. (e) Incorporated by reference from Amendment No. 2 to Registration Statement on Form S-1 filed with the SEC on December 6, 2021. (f) Incorporated by reference from Form 8-K filed with the SEC on December 10, 2021. (g) Incorporated by reference from Form 8-K filed with the SEC on December 20, 2021. (h) Incorporated by reference from Form 8-K filed with the SEC on December 22, 2021. (i) Incorporated by reference from Form 8-K filed with the SEC on April 18, 2022. 96 Table of Contents (j) Incorporated by reference from Form 8-K filed with the SEC on May 6, 2022. (k) Incorporated by reference from Form 10-K filed with the SEC on May 17, 2022. (l) Incorporated by reference from Form 8-K filed with the SEC on June 10, 2022. (m) Incorporated by reference from Form 8-K filed with the SEC on July 11, 2022. (n) Incorporated by reference from Form 8-K filed with the SEC on August 12, 2022, as amended on August 24, 2022. (o) Incorporated by reference from Form 10-Q filed with the SEC on October 7, 2022. (p) Incorporated by reference from Form 8-K filed with the SEC on September 30, 2022. (q) Incorporated by reference from Form 8-K filed with the SEC on November 25, 2022. (r) Incorporated by reference from Form 8-K filed with the SEC on January 19, 2023. (s) Incorporated by reference from Form 8-K filed with the SEC on February 28, 2023. (t) Incorporated by reference from Form 10-K filed with the SEC on March 13, 2023. (u) Incorporated by reference from Form 8-K filed with the SEC on March 20, 2023. (v) Incorporated by reference from Form 8-K filed with the SEC on March 24, 2023. (x) Incorporated by reference from Form S-1 filed with the SEC on March 14, 2023. (y) Incorporated by reference from Form S-1 filed with the SEC on March 28, 2023. (z) Incorporated by reference from Form 8-K filed with the SEC on April 12, 2023. (aa) Incorporated by reference from Form 8-K filed with the SEC on April 25, 2023. (bb) Incorporated by reference from Form 8-K filed with the SEC on June 1, 2023. (cc) Incorporated by reference from Form 8-K filed with the SEC on June 28, 2023. (dd) Incorporated by reference from Form 8-K filed with the SEC on June 30, 2023. (ee) Incorporated by reference from Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on June 30, 2023. (ff) Incorporated by reference from Form 8-K filed with the SEC on July 11, 2023. (gg) Incorporated by reference from Form 8-K filed with the SEC on September 15, 2023. (hh) Incorporated by reference from Form 8-K filed on September 27, 2023. (ii) Incorporated by reference from Form S-1 filed on October 30, 2023. (jj) Incorporated by reference from Form 8-K filed with the SEC on January 19, 2024. (kk) Incorporated by reference from Form 8-K filed with the SEC on January 25, 2024. (ll) Incorporated by reference from Form 8-K filed with the SEC on February 14, 2024. (mm) Incorporated by reference from Amendment No. 3 to Registration Statement on Form S-1 filed with the SEC on December 15, 2023. (nn) Incorporated by reference from Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on December 5, 2023. (oo) Incorporated by reference from Form 8-K filed with the SEC on March 1, 2024. (pp) Incorporated by reference from Form 8-K filed with the SEC on August 21, 2024. (qq) Incorporated by reference from Form 8-K filed with the SEC on September 9, 2024. (rr) Incorporated by reference from Form 8-K filed with the SEC on September 10, 2024. (ss) Incorporated by reference from Form 8-K filed with the SEC on May 14, 2024. (tt) Incorporated by reference from Form 8-K filed with the SEC on May 21, 2024. (uu) Incorporated by reference from Form 8-K filed with the SEC on June 6, 2024. (vv) Incorporated by reference from Form 8-K filed with the SEC on September 13, 2024. (ww) Incorporated by reference from Form 8-K filed with the SEC on October 4, 2024. (xx) Incorporated by reference from Form 10-K filed with the SEC on March 8, 2024. (yy) Incorporated by reference from Form 10-K filed with the SEC on March 31, 2025. (zz) Incorporated by reference from Form 8-k filed with the SEC on September 22, 2025. (aaa) Incorporated by reference from Form 8-k filed with the SEC on January 29, 2026. (bbb) Incorporated by reference from Form 8-k filed with the SEC on March 6, 2026. * Furnished herewith. † Certain portions of this exhibit were omitted because they are not material and would likely cause competitive harm to the registrant if disclosed. # Indicates a management contract or compensatory plan or arrangement. + 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. Item 16. Form 10-K Summary. None. 97 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and 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. By: /s/ Thomas H. Jensen Name: Thomas H. Jensen Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Thomas H. Jensen Chief Executive Officer and Director March 30, 2026 Thomas H. Jensen ( Principal Executive Officer ) /s/ Jeffrey S. Ervin Chief Financial Officer March 30, 2026 Jeffrey S. Ervin ( Principal Financial Officer ) /s/ Gerald W. McLaughlin Chairman of the Board March 30, 2026 Gerald W. McLaughlin /s/ Jesper Hoiland Director March 30, 2026 Jesper Hoiland /s/ Laura E. Benjamin Director March 30, 2026 Laura E. Benjamin 98 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Pages Consolidated Financial Statements For the years ended December 31, 2025 and 2024 Report of Independent Registered Public Accounting Firm (PCAOB ID 392 ) F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations and Comprehensive Loss F-4 Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders ’ Equity F-5 – F-6 Consolidated Statements of Cash Flows F-7 – F-8 Notes to Consolidated Financial Statements F-9 – F-9 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Allarity Therapeutics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Allarity Therapeutics, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in redeemable convertible preferred stock and stockholders’ equity (deficit) and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Wolf & Company P.C. We have served as the Company's auditor since 2022. Boston, Massachusetts March 30, 2026 F-2 Table of Contents ALLARITY THERAPEUTICS, INC. CONSOLIDATED BALANCE SHEETS As of December 31, 2025 and 2024 (in thousands, except for share and per share data) December 31, December 31, 2025 2024 ASSETS Current assets: Cash $ 14,687 $ 19,533 Receivables from ATM sales — 1,416 Other current assets 265 115 Prepaid expenses 2,110 507 Tax credit receivable 866 770 Total current assets 17,928 22,341 Non-current assets: Property, plant and equipment, net 330 309 Total assets $ 18,258 $ 22,650 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 4,282 $ 4,182 Accrued expenses and other current liabilities 2,667 5,232 Warrant derivative liability — 1 Income taxes payable 81 74 Convertible promissory note and accrued interest 1,400 1,350 Total current liabilities 8,430 10,839 Total liabilities 8,430 10,839 Commitments and contingencies (Note 14) Stockholders’ equity Common stock, $ 0.0001 par value ( 250,000,000 shares authorized); 19,030,619 and 7,302,797 shares issued and 16,080,980 and 7,302,797 outstanding at December 31, 2025, and December 31, 2024, respectively 3 1 Additional paid-in capital 144,233 131,130 Accumulated other comprehensive loss ( 1,021 ) ( 354 ) Accumulated deficit ( 130,197 ) ( 118,966 ) Treasury stock, at cost; 2,949,639 shares ( 3,190 ) — Total stockholders’ equity 9,828 11,811 Total liabilities and stockholders’ equity $ 18,258 $ 22,650 See accompanying notes to the consolidated financial statements. F-3 Table of Contents ALLARITY THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the years ended December 31, 2025 and 2024 (in thousands, except for share and per share data) 2025 2024 Revenue: License Revenue $ 320 $ — Total Revenue 320 — Operating expenses: Research and development 6,601 6,096 Impairment of intangible assets — 9,703 General and administrative 6,324 11,442 Total operating expenses 12,925 27,241 Loss from operations ( 12,605 ) ( 27,241 ) Other income (expense) Interest income 801 533 Interest expenses ( 185 ) ( 653 ) Foreign exchange gains (losses) 757 ( 212 ) Change in fair value adjustment of warrant derivative liabilities 1 2,677 Total other income 1,374 2,345 Loss before income tax expense (benefit) ( 11,231 ) ( 24,896 ) Income tax expense (benefit) — ( 381 ) Net loss ( 11,231 ) ( 24,515 ) Deemed dividends on Series A Preferred Stock — ( 299 ) Deemed dividend on Series A Convertible Redeemable Preferred Stock — ( 562 ) Gain on extinguishment of Series A Preferred Stock — 222 Net loss attributable to common stockholders $ ( 11,231 ) $ ( 25,154 ) Net loss per common share, basic and diluted $ ( 0.78 ) $ ( 15.65 ) Weighted average common shares outstanding, basic and diluted 14,378,942 1,606,989 Other comprehensive loss Net loss $ ( 11,231 ) $ ( 24,515 ) Change in cumulative translation adjustment ( 667 ) 57 Total comprehensive loss $ ( 11,898 ) $ ( 24,458 ) See accompanying notes to the consolidated financial statements. F-4 Table of Contents ALLARITY THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS ’ EQUITY (DEFICIT) For the years ended December 31, 2025 and 2024 (in thousands, except for share data) Series A Convertible Series A Accumulated Total Redeemable Convertible Additional Other Stockholders’ Preferred Stock Preferred Stock Common Stock Paid in Comprehensive Accumulated Equity Number Value Number Value Number Value Capital Loss Deficit (Deficit) Balance, December 31, 2023 — $ — 1,417 $ 1,742 9,812 $ — $ 90,369 $ ( 411 ) $ ( 94,451 ) $ ( 2,751 ) Conversion of preferred stock into common stock, net — — ( 1,417 ) ( 1,819 ) 15,976 — 1,819 — — — Extinguishment of preferred stock — — — ( 222 ) — — 222 — — — Deemed dividend on preferred stock — — — 299 — — ( 299 ) — — — Common stock issued for services — — — — 147,878 — 336 — — 336 Issuance of common stock, net of offering costs under open market sales agreement (ATM) — — — — 6,953,259 4 38,766 — — 38,770 Reverse split (1-for-30) rounding adjustment — — — — 97,216 ( 3 ) 3 — — — Stock-based compensation expense — — — — — — 71 — — 71 Cashless exercise of 3i Exchange Warrants — — — — 78,656 — 405 — — 405 Issuance of convertible redeemable preferred stock, net of offering costs 35,000 2,938 — — — — — — 2,938 Redemption of convertible redeemable preferred stock ( 35,000 ) ( 3,500 ) — — — — — — — ( 3,500 ) Deemed dividend on redeemable preferred stock — 562 — — — — (562 ) — — — Currency translation adjustment — — — — — — — 57 — 57 Net loss — — — — — — — — ( 24,515 ) ( 24,515 ) Balance, December 31, 2024 — $ — — $ — 7,302,797 $ 1 $ 131,130 $ ( 354 ) $ ( 118,966 ) $ 11,811 See accompanying notes to the consolidated financial statements. F-5 Table of Contents ALLARITY THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS ’ EQUITY (DEFICIT) For the years ended December 31, 2025 and 2024 (in thousands, except for share data) Accumulated Total Additional Other Stockholders’ Common Stock Paid in Treasury Stock Comprehensive Accumulated Equity Number Value Capital Number Value Loss Deficit (Deficit) Balance, December 31, 2024 7,302,797 $ 1 $ 131,130 — $ — $ ( 354 ) $ ( 118,966 ) $ 11,811 Common stock issued for services 166,165 — 200 — — — — 200 Issuance of common stock, net of offering costs under open market sales agreement (ATM) 9,719,173 1 9,726 — — — — 9,727 Issuance of common stock, net of offering costs, under PIPE sales agreement 1,817,603 1 2,695 — — — — 2,696 Stock-based compensation expense 24,881 — 482 — — — — 482 Repurchase of common stock — — — 2,949,639 ( 3,190 ) — — ( 3,190 ) Currency translation adjustment — — — — — ( 667 ) — ( 667 ) Net loss — — — — — — ( 11,231 ) ( 11,231 ) Balance, December 31, 2025 19,030,619 $ 3 $ 144,233 2,949,639 $ ( 3,190 ) $ ( 1,021 ) $ ( 130,197 ) $ 9,828 See accompanying notes to the consolidated financial statements. F-6 Table of Contents ALLARITY THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2025 and 2024 (in thousands) 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 11,231 ) $ ( 24,515 ) Reconciliation of net loss to net cash used in operating activities: Depreciation and amortization ( 13 ) 9 Intangible asset impairment — 9,703 Common stock issued for services 200 336 Stock-based compensation expense 482 71 Unrealized foreign exchange gain 1,238 ( 126 ) Non-cash interest expense 185 230 Change in fair value of warrant derivative liabilities ( 1 ) ( 2,677 ) Deferred income taxes — ( 446 ) Changes in operating assets and liabilities: Other current assets ( 150 ) 94 Unearned revenue — 207 Tax credit receivable ( 96 ) 45 Prepaid expenses ( 1,603 ) 274 Accounts payable ( 1,139 ) ( 4,108 ) Accrued liabilities ( 2,699 ) 3,536 Income taxes payable 7 15 Net cash used in operating activities ( 14,820 ) ( 17,352 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment ( 8 ) ( 298 ) Net cash used in investing activities ( 8 ) ( 298 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from 3i promissory notes — 1,340 Repayment of 3i debt — ( 1,340 ) Proceeds from ATM sales of common stock, net of issuance costs 11,143 37,354 Net proceeds from common stock and pre-funded warrant issuance 2,695 — Proceeds from issuance of Convertible Redeemable Series A Preferred Stock — 2,938 Redemption of Convertible Redeemable Series A Preferred Stock — ( 3,500 ) Common stock repurchase ( 3,190 ) — Net cash provided by financing activities 10,648 36,792 Net increase (decrease) in cash ( 4,180 ) 19,142 Effect of exchange rate changes on cash ( 667 ) 225 Cash, beginning of year 19,533 166 Cash, end of year $ 14,687 $ 19,533 See accompanying notes to the consolidated financial statements. F-7 Table of Contents ALLARITY THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (cont.) For the years ended December 31, 2025 and 2024 (in thousands) 2025 2024 Supplemental disclosure of cash flow information Cash paid for interest $ — $ 423 Cash received for interest $ 801 $ 503 Supplemental disclosure of non-cash investing and financing activities: Stock issued in conjunction with consulting agreement $ 200 $ 90 Issuance of common shares on conversion of 3i Exchange Warrants $ — $ 405 Conversion of Series A Redeemable Preferred Stock to common stock $ — $ 1,819 Deemed dividends on Series A Preferred Stock $ — $ 299 Gain on extinguishment of Series A Preferred Stock $ — $ 222 Deemed dividend on Convertible Redeemable Series A Preferred Stock $ — $ 562 See accompanying notes to the consolidated financial statements. F-8 Table of Contents ALLARITY THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (in thousands, except for share and per share data and where otherwise noted) 1. Organization and Description of Business Allarity Therapeutics, Inc. and Subsidiaries (the “Company”) is a clinical stage pharmaceutical company that develops drugs for the personalized treatment of cancer using drug specific companion diagnostics generated by its proprietary drug response predictor technology, DRP ® . Additionally, the Company, through its Danish subsidiary, Allarity Denmark (previously Oncology Venture ApS), specializes in the research and development of anti-cancer drugs. The Company’s principal operations are located at Venlighedsvej 1, 2970 Horsholm, Denmark. The Company’s business address in the United States is located at 123 E. Tarpon Ave., Tarpon Springs, FL 34689. Liquidity The Company has incurred significant losses and has an accumulated deficit of $ 130.2 million. Since inception, the Company's operations have been funded primarily through proceeds received from its collaboration arrangements, sale of equity and debt securities, and the proceeds from the exercise of warrants. The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects to continue to incur substantial losses for the next several years as it continues to fully develop and prepare regulatory filings and obtain regulatory approvals for its existing and new product candidates. The Company's estimates its current cash of $ 14.7 million, based on the Company's current operating plan, is sufficient to enable the Company to fund its activities through at least the next 12 months from the date of this report on Form 10 -K. The Company is subject to industry risks and the expenses associated with any company performing research and development. There is no guarantee that our research and development projects will succeed, that developed products will secure necessary regulatory approvals, or that any approved products will be commercially successful. Furthermore, our industry is characterized by rapid technological advancements, and we heavily rely on the expertise of our employees and consultants. If we fail to achieve profitability or sustain it over time, we may be unable to maintain our operations at current levels and could be forced to scale back our activities. F- 9 Table of Contents 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared on an accrual basis of accounting, in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the ASC and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Name Country of Incorporation Allarity Acquisition Subsidiary Inc. United States Allarity Therapeutics Europe ApS (formerly Oncology Venture Product Development ApS) Denmark Allarity Therapeutics Denmark ApS (formerly OV- SPV2 ApS) Denmark MPI Inc.* United States * In the process of being dissolved because inactive. All intercompany transactions and balances, including unrealized profits from intercompany sales, have been eliminated upon consolidation. Use of Estimates The preparation of Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting years. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the fair value of the Series A preferred shares, warrants, 3i Exchange Warrants, convertible debt, and the accrual for research and development expenses, share based compensation expense, and income tax uncertainties and valuation allowances. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed considering reasonable changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known and if material, their effects are disclosed in the notes to the consolidated financial statements. Actual results could differ from those estimates or assumptions. Risks and Uncertainties The Company is subject to risks common to early-stage companies in the biopharmaceutical industry including, but not limited to, uncertainties related to clinical effectiveness of products, commercialization of products, regulatory approvals, dependence on key products, key personnel and third -party service providers such as contract research organizations (“CROs”), protection of intellectual property rights, the need and ability to obtain additional financing and the ability to make milestone, royalty or other payments due under any license, collaboration or supply agreements. Foreign currency and currency translation The functional currency is the currency of the primary economic environment in which an entity’s operations are conducted. The Company and its subsidiaries operate mainly in Denmark and the United States. The functional currencies of the Company’s subsidiaries are their local currency. The Company’s reporting currency is the U.S. dollar. The Company translates the assets and liabilities of its Denmark subsidiaries into the U.S. dollar at the exchange rate in effect at the balance sheet date and the results of operations are translated using the average exchange rate for the year. Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the consolidated statements of changes in redeemable convertible preferred stock and stockholders’ equity as a component of accumulated other comprehensive loss. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net loss for the respective periods. Adjustments that arise from exchange rate translations are included in other comprehensive loss in the consolidated statements of operations and comprehensive loss as incurred. The Company recorded a foreign exchange translation loss of $ 0.9 million and gain of $ 0.1 million, included in accumulated other comprehensive loss for the years ended December 31, 2025 and 2024 , respectively. F- 10 Table of Contents Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company maintains its cash in financial institutions in amounts that could exceed government-insured limits. The Company does not believe it is subject to additional credit risks beyond those normally associated with commercial banking relationships. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk regarding these deposits is not significant. The Company is dependent on third -party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply its requirements for supplies and raw materials related to these programs. These programs could be adversely affected by a significant interruption in these manufacturing services or the availability of raw materials. Cash The company considers cash equivalents as highly liquid investments with original maturities of three months or less at the date of purchase. The Company had no cash equivalents or restricted cash on December 31, 2025 and 2024 . Property, plant and equipment Property, plant, and equipment are stated at cost, less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful lives of the respective assets as follows: Estimated Useful Economic Life (in years) Laboratory equipment 5 Furniture and office equipment 3 Upon retirement or sale, the cost of assets disposed of, and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. As of December 31, 2025 and 2024 , there have been no significant asset retirements to date. Expenditures for repairs and maintenance that do not improve or extend the lives of the respective assets are charged to expense as incurred. Impairment of long-lived assets Long-lived assets consist of property, plant and equipment, and intangible assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. An impairment loss would be recognized as a loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group or the estimated return on investment are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flow or return on investment calculations. F- 11 Table of Contents Fair value measurements of financial instruments The carrying value of the Company’s financial instruments of cash, other current assets, accounts payable and accrued liabilities, approximate their fair value due to their short-term nature. The Company’s other financial instruments include preferred shares, convertible debt, warrant liabilities, and warrant derivative liabilities. The warrant liabilities and derivative liabilities that are freestanding equity-linked financial instruments are fair valued at the end of every period using level 3 inputs. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820, Fair Value Measurement (“ASC 820” ), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three -tier fair value hierarchy that distinguishes between the following: ● Level 1 — defined as observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2 — defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3 — defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Segment and geographic information Operating segments are defined as components of a business for which separate discrete financial information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company operates as a single operating and reporting segment, reflecting our sole focus in developing a treatment for ovarian cancer. Our Chief Executive Officer serves as the Chief Operating Decision Maker (CODM), responsible for assessing the Company's performance and making resource allocation decisions. The CODM evaluates financial information on a consolidated basis, focusing on key metrics such as research and development expense, general and administrative expenses, and other income/expenses. The CODM allocates resources based on the Company's available cash resources, forecasted cash flow, and expenditures on a consolidated basis, as well as an assessment of the probability of success of its research and development activities. Resource allocation decisions are informed by budgeted and forecasted expense information, along with actual expenses incurred to date. The measure of segment assets is reported on the balance sheet as total assets. Disaggregated profit or loss information at the program or functional level is not regularly provided to or relied upon by the CODM, as our integrated operating model emphasizes shared resources and centralized decision-making. The Company operates in two geographic areas: Denmark and the United States. F- 12 Table of Contents Revenue The Company recognizes revenue in accordance with the guidance of Revenue From Contracts With Customers , Accounting Standards Codification Topic 606 (“ASC 606” ). Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five -step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. License and collaboration revenues - The Company’s license and collaboration revenues have been generated primarily through collaborative research, development, manufacturing and commercialization agreements. The terms of these agreements generally include the license of intellectual property and associated know-how and the provision of other goods and services. Payments to the Company under these arrangements typically include one or more of the following: non-refundable, up-front license fees; milestone payments; and royalties on future product sales. License of Intellectual Property - If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue associated with the bundled performance obligation. Milestone Payments - At the inception of each arrangement that includes milestone payments based upon the achievement of specified clinical development, regulatory and/or sales milestones, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price. If it is probable that a significant revenue reversal would not occur, the associated milestone amount is included in the transaction price. Milestone payments that are dependent on factors outside of the Company’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. These payments are fully constrained and therefore are not included in the transaction price. At the end of each reporting period, the Company re-evaluates the probability of achievement of each milestone and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect the reported amount of license and collaboration revenues in the period of adjustment. Royalties. For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Revenue primarily consists of services performed using our novel DRP platform. The revenue is recognized when the DRP gene expression signatures are assessed and delivered to the client. F- 13 Table of Contents Research and development expenses Research and development ("R&D") costs are expensed as incurred. R&D expenses primarily consist of costs associated with preclinical studies and clinical trials as well as salaries, stock-based compensation and benefits, facilities costs and laboratory supplies, manufacturing expenses and external costs of outside vendors engaged to conduct preclinical development activities and clinical trials. Typically, upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred. The Company has entered into various research and development contracts with companies in Europe, the United States, and other countries. General and administrative expenses General and administrative ("G&A") expenses consist primarily of employee-related expenses, such as salaries, stock-based compensation, and benefits for employees engaged in G&A activities. G&A also consists of marketing, advertising, legal and accounting fees, consulting services, and other operating costs relating to corporate matters and daily operations. R&D incentives and receivable Denmark Tax Incentives Denmark allows loss making companies the opportunity to apply for a payment equal to the tax value ( 22% ) of negative taxable income related to R&D costs. The negative taxable income is calculated on the total negative income of the companies participating in the joint taxation. Tax payment according to this rule cannot exceed an amount of DKK 5.5 million, corresponding to a tax loss relating to R&D expenditure of DKK 25 million. The tax credit is recorded as tax receivable and other income within research and development expenses. In each of the years ended December 31, 2025 and 2024 , research and development expenses include refundable tax credits of $ 0.9 million and $ 0.8 million, respectively. F- 14 Table of Contents Convertible debt instruments The Company follows ASC 480 - 10, Distinguishing Liabilities from Equity in its evaluation of the accounting for a hybrid instrument. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives and are carried as a liability at fair value at each balance sheet date with remeasurements reported in change on fair value expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Additionally, the Company accounts for certain convertible debt (“Convertible Notes”) issued under the fair value option election of ASC 825, Financial Instruments wherein the financial instrument is initially measured at its issue-date estimated fair value and then subsequently re-measured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value adjustment is recognized as other income (expense) in the accompanying consolidated statements of operations and the portion of the fair value adjustment attributed to a change in the instrument-specific credit risk is recognized as a component of other comprehensive loss. Convertible Notes are settled with shares at fair value of the stock issued with any differences recorded to other income (expense), as a gain (loss) on extinguishment. Warrants When the Company issues warrants it evaluates the proper balance sheet classification to determine classification as either equity or as a derivative liability on the consolidated balance sheets. In accordance with ASC 815 - 40, Derivatives and Hedging-Contracts in the Entity’s Own Equity (“ASC 815 - 40” ), the Company classifies a warrant as equity so long as it is “indexed to the Company’s equity” and several specific conditions for equity classification are met. A warrant is not considered indexed to the Company’s equity, in general, when it contains certain types of exercise contingencies or adjustments to exercise price. If a warrant is not indexed to the Company’s equity or it has net cash settlement that results in the warrants to be accounted for under ASC 480, Distinguishing Liabilities from Equity, or ASC 815 - 40, it is classified as a derivative liability, which is carried on the Consolidated Balance Sheet at fair value with any changes in its fair value recognized immediately in the Consolidated Statement of Operations and Comprehensive Loss. F- 15 Table of Contents Derivative financial instruments The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the Consolidated Statements of Operations and Comprehensive Loss each reporting period. Stock-based compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation — Stock Compensation (“ASC 718” ). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company records the expense for option awards using either a graded or straight-line method. The Company accounts for forfeitures as they occur. For stock-based awards, the measurement date is the date of grant. The compensation expense is then recognized over the requisite service period, which is the vesting period of the respective award. The Company reviews all stock award modifications including when there is an exchange of original award for a new award. In the case of stock award modifications, the Company calculates for the incremental fair value based on the difference between the fair value of the modified award and the fair value of the original award immediately before it was modified. The Company immediately recognizes the incremental value as compensation cost for vested awards and recognizes, on a prospective basis over the remaining requisite service period, the sum of the incremental compensation cost and any remaining unrecognized compensation cost for the original award on the modification date. The fair value of restricted stock units is based on the fair value of the Company's common stock on the date of the grant. The fair value of stock options (“options”) on the grant date is estimated using the Black-Scholes option-pricing model using the single-option approach. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions, including the option’s expected term and the price volatility of the underlying stock, to determine the fair value of the award. The Company applies the Black-Scholes model as it believes it is the most appropriate fair value method for all option awards. The Black-Scholes model requires several assumptions, of which the most significant are the share price, expected volatility and the expected award term. Since the Company has limited option exercise history, it has generally elected to estimate the expected life of an award based upon the "simplified method" with the continued use of this method extended until such time the Company has sufficient exercise history. The Company has no foreseeable plans to pay dividends on its common stock, and therefore, uses an expected dividend yield of zero in the option pricing model. The risk-free interest rate is based on the yield of U.S. treasury bonds with equivalent terms. The expected share price volatility for the Company's common shares is estimated by taking the average historical price volatility for industry peers. The Company classifies stock-based compensation expense in its Consolidated Statements of Operations and Comprehensive Loss in the same way the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. F- 16 Table of Contents Accumulated other comprehensive loss Accumulated other comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with shareholders. The Company records unrealized gains and losses related to foreign currency translation and instrument specific credit risk as components of other accumulated comprehensive loss in the Consolidated Statements of Operations and Comprehensive Loss. For the years ended December 31, 2025 and 2024 , the Company’s other comprehensive loss was comprised of currency translation adjustments. Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty the consolidated financial statements by applying a two -step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than- not -to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that will more likely than not be realized upon ultimate settlement. Any provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits that are considered appropriate. The Company recognizes interest and penalties related to uncertain tax positions in other (income) expenses. Net Loss Per Share Basic net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common stock and common stock equivalents outstanding for the period. The Company adjusts net loss to arrive at the net loss attributable to common stockholders to reflect the amount of dividends accumulated during the period on the Company’s redeemable convertible preferred stock, if any. The treasury stock method is used to determine the dilutive effect of the Company’s stock option grants, restricted stock units, and warrants and the if-converted method is used to determine the dilutive effect of the Company’s redeemable convertible preferred stock and convertible notes. For the years ended December 31, 2025 and 2024 , the Company had a net loss attributable to common stockholders, and as such, all outstanding stock options, unvested restricted stock units, convertible notes, shares of redeemable convertible preferred stock, and warrants were excluded from the calculation of diluted loss per share. Year Ended December 31, 2025 2024 Warrants 8,557 8,557 Options 50,000 — Unvested restricted stock units 620,164 174,038 Total 678,721 182,595 F- 17 Table of Contents Recently Adopted Accounting Standards In November 2023, the FASB issued ASU No. 2023 - 07, Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures, which requires that an entity report segment information in accordance with Topic 280, Segment Reporting. The amendment in the ASU is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The Company adopted ASU 2023 - 07 for the year ended December 31, 2024 retrospectively to all periods presented in the consolidated financial statements. The adoption of this ASU had no impact on reportable segments identified and had no effect on the Company’s consolidated financial position, results of operations, or cash flows. In December 2023, the FASB issued ASU No. 2023 - 09, Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures, which expands disclosures in an entity’s income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024. The Company adopted ASU 2023 - 07 as of January 1, 2025, and amendments were applied prospectively. The adoption of this ASU had no effect on the Company’s consolidated financial position, results of operations, or cash flows. Accounting Standards Not Yet Adopted In November 2024, the FASB issued ASU No. 2024 - 03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Disaggregation of Income Statement Expenses, which requires new financial statement disclosures in tabular format, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this update do not change or remove current expense disclosure requirements. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the new standard on its financial statement disclosures. 3. Other Current Assets The Company’s other current assets are comprised of the following: December 31, 2025 2024 Deposits $ 83 $ 72 Salary deposit 153 — Value added tax (“VAT”) receivable 29 43 Total $ 265 $ 115 4. Intangible assets Intangible assets, impairment charges and adjustments are summarized as follows: December 31, 2025 2024 Opening balance $ — $ 9,871 Impairment recognized during the period — ( 9,703 ) Foreign translation adjustment — ( 168 ) Ending balance $ — $ — As of the year ended December 31, 2024, as a result of continued downward pressure on the Company’s common stock and updated clinical development plan, the Company performed an impairment assessment on the individual intangible assets utilizing a discounted cash flow model with a weighted average cost of capital of 26 %, and recognized a full impairment charge of $ 9.7 million during the year ended December 31, 2024. There was no impairment charge in 2025. F- 18 Table of Contents 5. Accrued liabilities The Company’s accrued liabilities are comprised of the following: December 31, 2025 2024 Development cost liability $ 26 $ 152 Accrued interest on milestone liabilities 461 281 Payroll accruals 853 458 Accrued audit and legal 1,181 1,567 Accrued SEC settlement — 2,500 Other 146 274 $ 2,667 $ 5,232 6. Convertible promissory note due to Novartis On April 12, 2022, Allarity Denmark re-issued a Convertible Promissory Note (the “Novartis Promissory Note”) to Novartis Pharma AG, a company organized under the laws of Switzerland (“Novartis,” and together with Allarity Therapeutics Europe ApS (“Allarity Europe”), the “License Parties”) in the principal amount of $ 1.0 million. The Novartis Promissory Note was re-issued pursuant to an amendment of the license agreement, with an effective date of March 30, 2022 ( the “First Amendment”), entered into by and between the License Parties, which amended the License Agreement dated April 6, 2018 (the “Original Agreement”) previously entered into by the License Parties relating to the Compound (as defined in the Original Agreement). The First Amendment amends and restates Section 11.7 of the Original Agreement to add the revised Note to the list of enforceable claims in the second paragraph of Section 11.7 making the revised Note enforceable under New York law as a legal obligation of Allarity Denmark ApS (formerly OV- SPV2 ApS). All other provisions of the Original Agreement and Novartis Promissory Note were unchanged and remain in full force and effect. The Novartis Promissory Note pays simple interest on the outstanding principal amount from the date until payment in full, which interest shall be payable at the rate of 5 % per annum. Interest shall be calculated on the basis of a 360 -day year for the actual number of days elapsed. The roll forward of the Novartis Promissory Note as of December 31, 2025 and 2024 is as follows: December 31, 2025 2024 Convertible promissory note, opening balance $ 1,350 $ 1,300 Less debt discount, opening — — Plus, accretion of debt discount, interest expense — — Convertible promissory note, net of discount 1,350 1,300 Interest accretion, opening — — Interest accrual, expense 50 50 Convertible promissory note, ending balance $ 1,400 $ 1,350 On January 26, 2024, the Company received a termination notice from Novartis due to a material breach of the Original Agreement. Accordingly, under the terms of the Original Agreement, the Company ceased all development and commercialization activities with respect to all licensed products, all rights and licenses granted by Novartis to the Company reverted to Novartis; and all liabilities due to Novartis became immediately due and payable inclusive of interest which is continuing to accrue at 5 % per annum. As of December 31, 2025, the liability is recorded as a current liability on the Company's consolidated balance sheets as follows: $ 3.6 million in accounts payable, $ 0.5 million of interest recorded as accrued expenses, and $ 1.4 million in convertible promissory notes and accrued interest. The Company recorded $ 0.2 million to interest expense for the each of the years ended December 31, 2025 and 2024. F- 19 Table of Contents 7. Promissory Notes due to 3i, LP ( "3i" ) 3i Convertible Senior Promissory Notes ( 2024 ) (collectively the "2024 Notes") On January 18, 2024, the Company entered into a Securities Purchase Agreement (the "SPA"), as amended, with 3i, pursuant to which three senior convertible promissory notes were issued as follows: i. On January 18, 2024, in an aggregate principal amount of $ 440,000 due on January 18, 2025, and with a set conversion price of $ 268.50 per share, for an aggregate purchase price of $ 400,000 , representing an approximate 10 % original issue discount (the “First Note”). ii. On February 13, 2024, in an aggregate principal amount of $ 440,0000 due on February 13, 2025, and with a set conversion price of $ 243.00 per share, for an aggregate purchase price of $ 400,000 , representing an approximately 10 % original issue discount (the “Second Note”). iii. On March 14, 2024, in an aggregate principal amount of $ 660,000 due on March 14, 2025, and with a set conversion price of $ 210.00 per share, for an aggregate purchase price of $ 600,000 , representing an approximately 10 % original issue discount (the “Third Note”). The Company agreed to pay interest to 3i on the aggregate unconverted and then outstanding principal amount of the 2024 Notes at the rate of 8 % per annum with interest payments commencing one month after the initial receipt of net proceeds. The 2024 Notes and accrued interest were redeemed in full and cancelled on May 6, 2024. F- 20 Table of Contents 8. Preferred Stock Series A Preferred Stock and Common Stock Purchase Warrants As of January 1, 2024, the Company had 1,417 shares of Series A Convertible Preferred Stock outstanding, each with a stated value of $ 1,080 . During 2024, the Company amended the conversion terms of the Series A Preferred Stock in connection with financing arrangements entered into with 3i, LP. The Company also held Exchange Warrants originally issued to 3i, LP in April 2023 as part of an exchange transaction in which 3i surrendered previously issued warrants in return for new warrants reflecting revised exercise prices and share quantities under amended financing terms. On January 14, 2024, pursuant to the terms of a bridge loan with 3i, LP, the Company reduced the conversion price of the Series A Preferred Stock and Exchange Warrants from $ 600.00 to $ 268.50 . The company filed the Fifth Certificate of Amendment to Amended and Restated Certificate of Designations to reflect the revised Series A conversion price. At that price, the 1,417 outstanding Series A Preferred shares became convertible into 5,699 shares of common stock. On February 13, 2024, following a subsequent bridge loan with 3i, LP, the Company reduced the conversion price of the Series A Preferred Stock to $ 243.00 with the Sixth Certificate of Amendment filed to effect the change. After this modification, 1,296 remaining Series A Preferred shares were convertible into 5,760 shares of common stock. On March 14, 2024, in connection with the issuance of a Third Note, the conversion price of the Series A Preferred Stock was increased to $ 4,210.00 , and the Company filed a Seventh Certificate of Amendment accordingly. At this conversion price, 1,215 Series A Preferred shares were converted into 17,843 shares of common stock. The Company recognized a $ 0.1 million gain on extinguishment upon remeasurement using the Black-Scholes option pricing model. Between April 1, 2024 and May 2, 2024, the Company further amended the conversion prices of the Series A Preferred Stock, as well as the the Exchange Warrants and the 2024 Notes, to equal the Company's last sale price of its common stock of $ 34.50 as of May 1, 2024. F- 21 Table of Contents Accounting Series A Preferred Stock The Series A Preferred Stock continues to be classified as equity, consistent with the Company's assessment following the Amended and Restated Certificate of Designations filed in 2023, which eliminated redemption features and dividends other than for limited exceptions. As of the date of these financial statements, no additional Series A transaction occurred in 2025. Deemed Dividends As a result of fair value adjustments during the twelve months ended December 31, 2024, the Company recognized a deemed dividend of $ 0.3 million on the Series A Preferred Stock. Inputs used in the Black-Scholes valuation models utilized to fair value the modification to the Series A Preferred Stock during the year ended December 31, 2024, are as follows: January 14 - March 14, April 5 - May 2, 2024 2024 Initial exercise price $ 0.67 - $ 0.27 $ 0.23 - $ 0.04 Stock price on valuation date $ 0.30 - $ 0.24 $ 0.15 - $ 0.04 Risk-free rate 5.10 % - 4.82 % 5.47 % - 5.49 % Term (in years) 0.25 - 0.08 0.08 - 0.01 Rounded annual volatility 145 % - 130 % 110 % 3i Warrants The 3i Warrants were identified as a freestanding financial instrument and meet the criteria for derivative liability classification, initially measured at fair value. Subsequent changes in fair value are recognized through earnings for as long as the contracts continue to be classified as a liability. The measurement of fair value is determined utilizing an appropriate valuation model considering all relevant assumptions current at the date of issuance and at each reporting period (i.e., share price, exercise price, term, volatility, risk-free rate and expected dividend rate). Series A Preferred Stock Conversions During the year ended December 31, 2024, 3i exercised its option to convert 202 shares of Series A Preferred Stock for 904 shares of common stock at the fair value of $ 0.3 million. 3i exercised its option to convert 1,215 shares of Series A Preferred Stock for 15,072 shares of common stock at the fair value of $ 1.5 million. As of the years ended December 31, 2025 and 2024, there were no shares of Series A Preferred Stock issued and outstanding. F- 22 Table of Contents August 2024 Series A Convertible Redeemable Preferred Stock On August 19, 2024 ( the "August Closing Date"), the Company entered into a Securities Purchase Agreement (the “August 2024 SPA”) with certain purchasers (the “August 2024 Purchasers”), pursuant to which the Company issued and sold, in a private placement (the “August 2024 Offering”), 35,000 shares of the Company’s Convertible Redeemable Series A Preferred Stock, par value $ 0.0001 per share (the “August 2024 Preferred Stock”), for net proceeds of approximately $ 2.9 million, after the deduction of discounts, fees and offering expenses. In connection with the August 2024 Offering, the Company paid $ 0.2 million to Ascendiant Capital Markets, LLC, the Company’s placement agent. On the August Closing Date, the Company filed a certificate of designation (the “August 2024 COD”) with the Secretary of the State of Delaware designating the rights, preferences and limitations of the August 2024 Preferred Stock. Under the August 2024 COD, for purposes of determining the presence of a quorum at any meeting of the stockholders of the Company at which the August 2024 Preferred Stock were entitled to vote and the voting power of the August 2024 Preferred Stock, each holder of the August 2024 Preferred Stock was entitled to a number of votes equal to shares of the Company’s common stock into which such August 2024 Preferred Stock are then convertible, disregarding, for such purposes, any limitations on conversion. The August 2024 Preferred Stock were entitled to vote on each matter submitted to a vote of the stockholders generally and shall vote together with the common stock and any other class or series of capital stock entitled to vote thereon as a single class and on an as converted to the common stock basis. The holders of the August 2024 Preferred Stock were entitled to dividends, on an as-if converted basis, equal to dividends actually paid, if any, on the common stock. The August 2024 Preferred Stock was convertible, at the option of the holders and, in certain circumstances, by the Company, into common stock, as determined by dividing the net purchase price of $ 90 per share by the conversion price of $ 5.10 , at the option of the holders. On the August Closing Date, the Company and the August 2024 Purchasers also entered into a Registration Rights Agreement (the “August 2024 RRA”), pursuant to which the Company agreed to file a registration statement with the SEC, to register for resale the common stock issuable upon the conversion of the August 2024 Preferred Stock. The registration statement was filed with the SEC on August 30, 2024. All of the August 2024 Preferred Stock was redeemed in September 2024. As a result of the redemption of the August 2024 Preferred Stock, the Company recognized a deemed dividend of $ 0.6 million. There was no deemed dividend for the year ended December 31, 2025. 9. Warrant Liability The derivative liabilities are measured at fair value at each reporting period and the reconciliation of changes in fair value in the years ended December 31, 2025 and 2024 , is presented in the following tables: Common Share Purchase Warrants Balance as of December 31, 2024 $ 1 Change in fair value of warrant derivative liability ( 1 ) Balance as of December 31, 2025 $ — On December 31, 2025, the fair value of the Common Share Purchase Warrants derivative liability was $ 0 . F- 23 Table of Contents 10. Stockholders ’ Equity Common Stock On September 3, 2024, the stockholders of the Company voted at the Company's 2024 annual meeting of stockholders to approve an amendment to the Company's Fifth Amended and Restated Certificate of Incorporation, to decrease the number of authorized shares of common stock by 500,000,000 shares of common stock, bringing the total number of authorized shares of common stock to 250,000,000 shares with a par value of $ 0.0001 , of which 16,080,980 shares of common stock are outstanding as of December 31, 2025. As of December 31, 2024, 250,000,000 shares were authorized and 7,302,797 shares of common stock were outstanding. ATM Facility On March 19, 2024, the Company entered into an At-The-Market Issuance Sales Agreement, as amended (the “Sales Agreement”) with Ascendiant Capital Markets, LLC (“Ascendiant”) pursuant to which, the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $ 0.0001 per share, having an aggregate gross sales price of up to $ 50 million, to or through Ascendiant. The offer and sale of the shares will be made pursuant to a previously filed shelf registration statement on Form S- 3 (File No. 333 - 275282 ), originally filed with the SEC on November 2, 2023 and declared effective by the SEC on November 29, 2023, and the related prospectus supplement dated September 9, 2024 and filed with the SEC on such date pursuant to Rule 424 (b) under the Securities Act of 1933, as amended (the “Securities Act”). On May 2, 2024, the Company's public float increased above $75.0 million and, as a result, the Company was not subject to the limitations contained in General Instruction I.B.6 of Form S- 3. Under the Sales Agreement, Ascendiant may sell shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 (a)( 4 ) under the Securities Act. Ascendiant will use commercially reasonable efforts to sell the shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company agreed to pay Ascendiant a commission of 3.0 % of the gross proceeds from the sales of shares sold through Ascendiant under the Sales Agreement and has provided Ascendiant with customary indemnification and contribution rights. The Company also agreed to reimburse Ascendiant for certain expenses incurred in connection with the Sales Agreement. The Company and Ascendiant may each terminate the Sales Agreement at any time upon specified prior written notice. For the year ended December 31, 2025, the Company sold 9,719,173 shares of its common stock for net proceeds of $ 9.7 million. For the year ended December 31, 2024, the Company sold an aggregate of 6,953,259 shares of its common stock pursuant to the Sales Agreement, resulting in net proceeds of approximately $ 38.8 million, after deducting underwriting discounts. The Sales Agreement was fully utilized and terminated as of December 31, 2025. PIPE and Prefunded Warrants On September 22, 2025, the Company entered into a Securities Purchase Agreement with a certain accredited investor, pursuant to which the Company agreed to sell the shares and/or pre-funded warrants to the investor, in a private placement transaction. The initial closing of the private placement occurred on September 23, 2025. The Company agreed to issue and sell 760,916 shares of the Company’s common stock, par value $ 0.0001 per share for $ 1.60 per Share, and 801,584 pre-funded warrants to purchase one share of common stock per pre-funded warrant, at an offering price of $ 1.5999 per pre-funded warrant, for gross proceeds to the Company of approximately $ 2.5 million, before deducting fees and expenses. Each pre-funded warrant is exercisable for one share of common stock for $ 0.0001 per share. For a period of ninety ( 90 ) calendar days following the closing, the investor had the right, in their sole discretion, to purchase additional shares and/or pre-funded warrants for aggregate gross proceeds of $ 7.5 million (the “Additional Closing”), with the number of shares and/or pre-funded warrants to be issued at the additional closing determined based on the then-current minimum price (as defined in Nasdaq Stock Market Rule 5635 (d)). An additional closing of the private placement occurred on December 23, 2025, when the Company agreed to issue and sell 255,103 shares of the Company’s common stock, for $ 0.98 per share, representing the minimum price under Nasdaq Rule 5635 (d), for gross proceeds to the Company of approximately $ 250,000 , before deducting fees and expenses. For the year ended December 31, 2025, the Company sold 1,817,603 shares of common stock and pre-funded warrants for net proceeds of $ 2.6 million. There were no private placement common stock sales during the year ended December 31, 2024. F- 24 Table of Contents Treasury Stock On March 3, 2025, the board of directors approved a share repurchase program, with authorization to purchase up to $ 5 million of the Company’s outstanding shares of common stock. For the year ended December 31, 2025, the company bought 2,949,639 shares in open market purchases for a total of $ 3,190,324 inclusive of transaction fees for a net purchase price of $ 1.08 per share. There were no stock repurchases for the year ended December 31, 2024. 11. Stock-based Compensation 2021 Equity Incentive Plan The Company has in effect the Allarity Therapeutics, Inc. 2021 Incentive Plan (as amended, the "2021 Incentive Plan"). The 2021 Incentive Plan was approved by shareholders in connection with the Recapitalization Share Exchange and became effective on December 20, 2021. The 2021 Incentive 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. Under the 2021 Incentive Plan, the compensation committee of the Company's board of directors is authorized to grant stock-based awards to employees, directors, consultants, independent contractors and advisors. The 2021 Incentive Plan limits the term of each option to no more than 10 years from the date of the grant. Total shares available for the issuance of stock-based awards under the Company's 2021 Incentive Plan as of December 31, 2024 was 353,163 . 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. In January 2025 and 2026, the Board approved an increase of 5 % of the outstanding shares of common stock, or 364,778 and 804,049 shares, respectively. The total shares authorized under the plan totaled 717,941 and 1,521,990 for 2025 and 2026, respectively. Restricted Stock Units The following table summarizes restricted stock unit activity for the year ended December 31, 2025: Weighted Average Grant Number of Units Fair Value Unvested balance at December 31, 2024 174,038 2.36 Granted 570,671 1.01 Vested ( 39,494 ) 2.11 Forfeited ( 85,051 ) 2.23 Unvested balance at December 31, 2025 620,164 1.15 For the years ended December 31, 2025 and 2024, stock-based compensation expenses associated with the restricted stock units for employees were approximately $ 445 thousand and $ 68 thousand, respectively. At December 31, 2025, the Company had unrecognized stock-based compensation expense related to restricted stock units of $ 312 thousand, which is expected to be recognized over the remaining weighted-average vesting period of 1.9 years. This expense is recognized over the vesting period of the award. F- 25 Table of Contents Stock Options The following table summarizes the stock option activity for the years ended December 31, 2025 and 2024: Weighted Weighted Average Aggregate Average Contractual Intrinsic Number Exercise Term Value of Shares Price (in years) (in thousands) Outstanding as of December 31, 2023 9 $ 4,725,600 3.2 $ — Forfeited ( 9 ) ( 4,725,600 ) 3.2 Outstanding as of December 31, 2024 — $ — — $ — Granted 75,000 $ 1.01 9.0 5,250 Forfeited ( 25,000 ) $ 1.01 9.0 ( 1,750 ) Outstanding as of December 31, 2025 50,000 $ 1.01 9.0 $ 3,500 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of common stock for those options that had exercise prices lower than the fair value of common stock. Upon exercise of stock options, the Company will issue new shares of its common stock. For the years ended December 31, 2025 and 2024, stock-based compensation expenses (recoveries) associated with the options awards for employees and non-employees were approximately $ 36 thousand and $ 0 , respectively. At December 31, 2025, the Company had unrecognized stock-based compensation expense related to stock options of $ 2 thousand, which is expected to be recognized over the remaining weighted-average vesting period of 1 month. Stock-Based Compensation The following table summarizes stock-based compensation for the years ended December 31, 2025 and 2024: Year ended December 31, ($ in thousands) 2025 2024 Research and development 273 46 General and administrative 209 25 Total stock-based compensation expense (forfeiture) 482 71 Stock-based compensation is recorded as an expense based on the Nasdaq Official Closing Price on the incentive grant date. The stock-based compensation uses the closing price for the amount of shares granted and is amortized equally over the vesting term of the grant. F- 26 Table of Contents 12. License and Development Agreements License Agreement with Eisai Inc. for Stenoparib The Company holds the exclusive worldwide rights to all preventative, therapeutic and/or diagnostic uses related to cancer in humans and by amendment to the agreement on December 11, 2020, viral infections in humans (including, but not limited to, coronaviruses) for stenoparib from Eisai, Inc. (“Eisai”) pursuant to a license agreement (the “Eisai License Agreement”). Pursuant to the Eisai License Agreement, the Company is solely responsible for the development of stenoparib during the term of the Eisai License Agreement. Eisai License Agreement also provides for a joint development committee consisting of six members, three appointed by the Company and three appointed by Eisai. One of the Company’s members of the joint development committee is designated chair of the committee and has the power to break any deadlock in decisions by the committee that must be made by a majority vote with each representative having one vote. The purpose of the committee is to implement and oversee development activities for stenoparib pursuant to the clinical development plan, serving as a forum for exchanging data, information and development strategy. Effective July 12, 2022, the Company’s July 6, 2017 Exclusive License Agreement with Eisai Inc. (the “Third Amendment”), the terms of the original exclusive license were further amended in order to ( 1 ) further postpone the due date of the extension payment and extend the deadline for the Company’s successful completion of its first Phase 1b or Phase 2 clinical trial for stenoparib beyond December 31, 2022; and ( 2 ) amend terms related to Eisai’s right of termination of development. On May 26, 2023, the Company and Eisai entered into a fourth amendment to the Exclusive License Agreement with an effective date of May 16, 2023, to postpone the extension payment, restructure the payment schedule and extend the deadline to complete enrollment in a further Phase 1b or Phase 2 Clinical Trial for the stenoparib. The Company agreed to pay Eisai in periodic payments as follows: (i) $ 100,000 , which has been paid; (ii) $ 50,000 within 10 days of execution of the fourth amendment, which has been paid; (iii) $ 100,000 upon completion of a capital raise, which has been paid; and (iv) $ 850,000 on or before March 1, 2024. On February 26, 2024, in exchange for an additional $ 0.2 million, paid as of May 1, 2024, the Company and Eisai entered into a fifth amendment to the Exclusive License Agreement to postpone the payment of $ 850,000 . The Company agreed to make a one -time payment to Eisai of $ 850,000 upon completion of a $10.0 million capital raising campaign, no later than September 1, 2024. The Company paid Eisai $ 850,000 on August 20, 2024. There is no balance due for the years ended December 31, 2025 and 2024, respectively. On August 2, 2024, the Company and Eisai entered into a sixth amendment to the Exclusive License Agreement with an effective date of August 2, 2024. The terms of the amended exclusive license were further amended in order to ( 1 ) amend the definition of a successful completion and ( 2 ) amend the terms related to Eisai's right of termination for development. Development Milestone Payments The Company has agreed to make milestone payments to Eisai in connection with the development of stenoparib by the Company or its affiliates, or by a third -party program acquirer that assumes control of the stenoparib development program from the Company corresponding to: (i) successful completion of a Phase 2 clinical trial; (ii) upon dosing of the first patient in the first Phase 3 clinical trial; (iii) upon submission of the first NDA with the FDA; (iv) submission of an MAA to the EMA; (v) submission of an NDA to the MHLW in Japan; (vi) upon receipt of authorization by the FDA to market and sell a licensed product; (vii) upon receipt of approval of an MAA by the EMA for a licensed product; and (viii) upon receipt of approval by the MHLW in Japan for a licensed product. If all milestones have been achieved, the Company may be obligated to pay Eisai up to a maximum of $ 94 million. In addition, the Company has agreed to pay Eisai a one -time sales milestone payment in the amount of $ 50 million the first time the Company’s annual sales of licensed product is $ 1 billion or more. F- 27 Table of Contents Royalty Payments In addition to the milestone payments described above, the Company has agreed to pay Eisai royalties based on annual incremental sales of product derived from stenoparib in an amount between 5 % and 10 % of annual sales of between $ 0 and $ 100 million, between 6 % and 10 % of annual sales between $ 100 million and $ 250 million, between 7 % and 11 % of annual sales between $ 250 million and $ 500 million, and between 11 % and 15 % of annual sales in excess of $ 500 million. The Company is obligated to pay royalties under the agreement on a country-by-country and product-by-product basis for a period that commences with the first commercial sale of a product in such country and expiring on the later of (i) the expiration of the last valid claim of any and all Eisai patents, Company patents and joint patents covering such product in such country; or, (ii) the 15 year anniversary of the date of first commercial sale of such licensed product in such country. However, the agreement may be terminated sooner without cause by the Company upon 120 days prior written notice, or upon written notice of a material breach of the agreement by Eisai that is not cured within 90 days ( 30 days for a payment default). Eisai also has the right to terminate the agreement upon written notice of a material breach of the agreement by the Company that is not cured within 90 days ( 30 days for a payment default) or if the Company files for bankruptcy. Option to Reacquire Rights to Stenoparib For the period commencing with enrollment of the first five patients in a Phase 2 clinical trial pursuant to the clinical development plan and ending 90 days following successful completion of such Phase 2 clinical trial, Eisai has the option to reacquire the Company's licensed rights to develop stenoparib for a purchase price equal to the fair market value of the Company's rights, giving effect to the stage of development of stenoparib that the Company has completed under the agreement. The Company commenced a Phase 2 clinical trial April 15, 2019, and as of the date of the Financial Statements, Eisai has not indicated an intention to exercise its repurchase option. License Agreement with Novartis for Dovitinib On January 26, 2024, we received a Termination Notice from Novartis due to a material breach of our license agreement. Accordingly, under the terms of the Agreement (i) we shall cease all development and commercialization activities with respect to all licensed products; (ii) all rights and licenses granted by Novartis to Allarity shall revert to Novartis; and all liabilities due to Novartis became immediately due and payable in the amount of $ 5.5 million inclusive of interest which is continuing to accrue at 5 % per annum. As of December 31, 2025 , the liability is recorded as a current liability on our consolidated balance sheets as follows: $ 3.6 million in accounts payable, $ 0.5 million of interest recorded as accrued expense, and $ 1.4 million convertible promissory note and accrued interest. Development costs and Out-License Agreement with Smerud Pursuant to the terms of the amendment on March 28, 2022 to the out-license agreement with Smerud Medical Research International (the "Amended License Agreement"), Chosa ApS, a company organized under the laws of Denmark (“Chosa”), replaced us as the exclusive licensee to the LiPlaCis ® technology. In addition, we also granted Chosa an exclusive, royalty-free, transferable and sublicensable license for (i) our DRP ® Companion Diagnostics that are specific for Cisplatin or LiPlaCis ® (a liposomal formulation of Cisplatin) for the research and development of LiPlaCis ® products, and (ii) the use of any and all know-how and intellectual property rights owned by us for Chosa’s use of our DRP ® Companion Diagnostics that are specific for Cisplatin or LiPlaCis ® (a liposomal formulation of Cisplatin) for the development and commercialization of LiPlaCis ® products, as contemplated in the Amended License Agreement. In 2024, the Company signed service agreements with external biotech clients for both DRP® analysis and gene expression services. Leveraging its gene expression and diagnostic capabilities, its laboratory will provide the services to the external clients. The Company received down payments in 2024 totaling approximately $ 0.2 million. For the year ended December 31, 2025, and December 31, 2024, the company recognized $ 0.3 and $ 0.0 million of revenue, respectively. F- 28 Table of Contents 13. Income Tax The reconciliation of the statutory rate to the effective tax rate is as follows: 2024 Tax computed on the loss before tax at a tax rate of 21.0% for the year ended December 31, 2024 $ ( 5,228 ) Foreign rate differential ( 164 ) Tax value of derivative warrants ( 562 ) Special tax deduction on research and development expenses ( 645 ) Loss offset to research and development incentive 798 Other adjustments 106 Adjustment of tax concerning previous years 320 Change in valuation allowance 4,994 $ (381 ) As ASU 2023 - 09 has been prospectively adopted, the reconciliation of the statutory rate to the effective tax rate for 2025 is as follows: 2025 Percent Tax computed on the loss before tax at a tax rate of 21.0% for the year ended December 31, 2025 $ (2,359 ) 21.00 % Foreign Taxes Denmark Loss offset to research and development incentive 833 ( 7.42 ) Other adjustments 150 ( 1.34 ) Change in Denmark valuation allowance 215 ( 1.91 ) Change in US valuation allowance 1,161 ( 10.33 ) Effective tax rate - - The components of net loss before income taxes were as follows: Year ended December 31, 2025 2024 Denmark $ ( 5,669 ) $ ( 16,376 ) United States ( 5,562 ) ( 8,520 ) $ ( 11,231 ) $ ( 24,896 ) The components of the provision for income taxes from operations were as follows: Year ended December 31, 2025 2024 Current: Denmark $ — $ — United States — — Total — — Deferred: Denmark — ( 381 ) United States — — Total — ( 381 ) $ — $ ( 381 ) F- 29 Table of Contents Deferred tax comprises: 2025 2024 Property, plant and equipment $ ( 2 ) $ ( 24 ) Intangible assets 613 719 Stock compensation 829 800 Other accruals — 15 Capitalized R&E costs 124 243 Net operating losses 22,617 19,325 Total deferred tax 24,181 21,078 Valuation allowance ( 24,181 ) ( 21,078 ) Net deferred tax liabilities $ — $ — Tax on profit/loss for the year: 2025 2024 Change in deferred tax $ — $ ( 381 ) Tax (benefit) expense $ — $ ( 381 ) As of December 2025, the Company has tax losses carried forward of approximately $ 38.9 million for US Federal income tax, and $ 65.3 million for Denmark income tax purposes. $ 1.4 million of the US federal tax loss carryforwards can be forward for 20 years and will begin to expire in 2037, while the remaining $ 37.5 million can be carried forward indefinitely. Our Denmark tax loss carryforwards can be carried forward indefinitely. Deferred tax has been provided corresponding to the statutory tax rate applied. The statute of limitations for re-assessment of tax returns in Denmark is three years and five years for transfer pricing. As of December 31, 2025, the tax years that remain subject to examination by the major tax jurisdictions, under the statute of limitations, are from the year ended December 31, 2020, forward. The Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. F- 30 Table of Contents 14. Commitments and Contingencies Indemnification In accordance with its certificate of incorporation, bylaws, and indemnification agreements, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. SEC Investigation On July 19, 2024, the Company received a “Wells Notice” from the Staff of the SEC relating to the Company’s previously disclosed SEC investigation. The Wells Notice related to the Company’s disclosures regarding meetings with the United States Food and Drug Administration (the “FDA”) regarding the Company’s NDA for Dovitinib or Dovitinib-DRP, which was submitted to the FDA in 2021. The Company understands that all conduct relating to the SEC Wells Notice occurred during or prior to fiscal year 2022. The Company also understands that three of its former officers received Wells Notices from the SEC relating to the same conduct. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. The Wells Notice informed the Company that the SEC Staff has made a preliminary determination to recommend that the SEC file an enforcement action against the Company that would allege certain violations of the federal securities laws. On March 13, 2025, we issued a press release that we have reached a final settlement with the SEC relating to our previously disclosed SEC investigation, and as part of the settlement, we paid a one -time civil penalty of $ 2.5 million in April 2025, and all regulatory/legal challenges related to those issues are now concluded. 15. Subsequent Events On January 28, 2026, the company announced a common stock purchase agreement with Tumim Stone Capital, LLC. Pursuant to the purchase agreement, the company has the right, but not the obligation, to sell to the investor up to $ 6 million subject to the limitations imposed by General Instruction I.B.6 of Form S- 3. On February 18, 2026, the company announced that the first patients have been dosed in a VA funded investigator-initiated Phase 2 trial evaluating Stenoparib for the treatment of relapsed small cell lung cancer. The trial is being conducted in collaboration with the US Department of Veterans Affairs at 11 medical centers throughout the United States. In February 2026, the Allarity board approved a stock repurchase plan of up to $ 5 million over a 12 month period upon the term expiration of the prior repurchase plan on March 1, 2026. On March 2, 2026, the company issued non-convertible promissory notes to Streeterville Capital for net proceeds of $ 20.0 million. F-31