What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 157 added, 288 removed, 383 unchanged (54% of the section changed)

3 unchanged sentences

(in thousands, except for share and per share data)

September 30,

Current assets

1 unchanged sentence

$ 19,812 $ 14,687

Receivables from ATM sales

Restricted cash

Other current assets

11 unchanged sentences

Accrued expenses and other current liabilities

Warrant derivative liability

Income taxes payable

Convertible promissory notes and accrued interest, net of debt discount

Promissory note - short term, net of discounts

Convertible promissory notes and accrued interest

Total current liabilities

3 unchanged sentences

Common stock, $ 0.0001 par value ( 250,000,000 shares authorized);

18,712,224 and 7,302,797 shares issued and 16,111,461 and 7,302,797 outstanding at September 30, 2025, and December 31, 2024, respectively

19,032,619 and 19,030,619 shares issued and 15,818,980 and 16,080,980 outstanding at March 31, 2026, and December 31, 2025, respectively

Additional paid-in capital

5 unchanged sentences

Treasury stock, at cost;

2,600,763 shares

Total stockholders’ equity

3,213,639 and 2,949,639 shares at March 31, 2026, and December 31, 2025, respectively

( 3,452 ) ( 3,190 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

$ 34,923 $ 18,258

* All common share data has been retroactively adjusted to effect reverse stock splits in 2024 (See Note 1).

See accompanying notes to condensed consolidated financial statements.

3 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

License Revenue

Total revenue

Operating expenses:

Research and development

$ 1,203 $ 1,021 $ 4,927 $ 4,249

Impairment of Intangible Assets

— 9,703 — 9,703

General and administrative

1,315 1,589 4,760 5,972

Total operating expenses

2,518 12,313 9,687 19,924

Loss from operations

2 unchanged sentences

Interest income

187 261 646 314

Interest expense

( 229 ) ( 57 )

Foreign exchange gains (losses)

( 418 ) 121 1,308 69

Foreign exchange gains

Change in fair value of derivative and warrant liabilities

Total other income, net

( 288 ) 346 1,829 2,481

Loss before income tax benefit

( 2,806 ) ( 11,967 ) ( 7,858 ) ( 17,443 )

Income tax benefit

( 2,806 ) ( 11,590 ) ( 7,858 ) ( 17,062 )

Gain on extinguishment of Series A Convertible Preferred Stock

Deemed dividend on Series A Preferred Stock

— — — ( 299 )

Deemed dividend on Series A Convertible Preferred Stock

— ( 562 ) — ( 562 )

Net loss attributable to common stockholders

Total other income (expense), net

$ ( 2,750 ) $ ( 2,732 )

9 unchanged sentences

$ ( 2,808 ) $ ( 3,008 )

* All common share data has been retroactively adjusted to effect reverse stock splits in 2024 (See Note 1).

See accompanying notes to condensed consolidated financial statements.

ALLARITY THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS ’ EQUITY (DEFICIT)

For the three and nine months ended September 30, 2025 and 2024

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY

For the three months ended March 31, 2026 and 2025

(in thousands, except for share data)

Series A Convertible

Stockholders’

Preferred Stock

Treasury Stock

Comprehensive

Stockholders’

Balance, December 31, 2025

19,030,619 $ 3 $ 144,233 2,949,639 $ ( 3,190 ) $ ( 1,021 ) $ ( 130,197 ) $ 9,828

Conversion of Preferred Stock into common stock, net

( 202 ) ( 269 ) — — 904 — 269 — — —

Extinguishment of preferred stock

— ( 191 ) — — — — 191 — — —

Deemed dividend on preferred stock

Stock-based compensation

— — 160 — — — — 160

Shares issued for compensation

Repurchase of common stock

— — — 264,000 ( 262 ) — — ( 262 )

1 unchanged sentence

2,000 — 2 — — 2

Reverse split (1-30) rounding adjustment

— — — — ( 1 ) — — — — —

Stock based compensation (recoveries)

— — — — — — ( 32 ) — — ( 32 )

Currency translation adjustment

4 unchanged sentences

19,032,619 $ 3 $ 144,395 3,213,639 $ ( 3,452 ) $ ( 1,079 ) $ ( 132,947 ) $ 6,920

Conversion of Preferred Stock into common stock, net

( 1,215 ) ( 1,550 ) — — 15,072 — 1,550 — — —

Extinguishment of preferred stock

— ( 31 ) — — — — 31 — — —

Deemed dividend on preferred stock

— 71 — — — — ( 71 ) — — —

Cashless exercise of 3i Exchange Warrants

— — — — 78,655 — 405 — — 405

Sale of common shares, net

— — — — 1,062,822 3 27,649 — — 27,652

Reverse split (1-30) rounding adjustment

— — — — ( 1 ) — — — — —

Stock based compensation (recoveries)

— — — — — — 22 — — 22

Currency translation adjustment

— — — — — — — ( 144 ) — ( 144 )

Loss for the period

— — — — — — — — ( 1,629 ) ( 1,629 )

Balance, June 30, 2024

— — — — 1,167,974 3 120,285 ( 530 ) ( 99,923 ) 19,835

Issuance of convertible redeemable preferred stock

— — 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 ) — — —

Issuance of common stock, net of offering costs under open market sales agreement (ATM)

— — — — 1,493,878 — 5,427 — — 5,427

Reverse split (1-30) rounding adjustment

— — — — 97,218 ( 3 ) 3 — — —

Stock based compensation

— — — — — — 17 — — 17

Currency translation adjustment

— — — — — — — ( 163 ) — ( 163 )

Loss for the period

— — — — — — — — ( 11,590 ) ( 11,590 )

Balance, September 30, 2024

— $ — — $ — 2,759,070 $ — 125,170 $ ( 693 ) ( 111,513 ) $ 12,964

Treasury Stock

Comprehensive

12 unchanged sentences

17,021,970 $ 2 $ 140,995 $ ( 630 ) $ ( 121,698 ) $ 18,669

Stock-based compensation

— — 164 — — — — 164

Issuance of common stock for service

53,368 — 50 — — — — 50

Repurchase of common stock

— — — 2,455,702 ( 2,565 ) — — ( 2,565 )

Currency translation adjustment

— — — — — ( 1,831 ) — ( 1,831 )

Loss for the period

— — — — — — ( 2,320 ) ( 2,320 )

Balance, June 30, 2025

17,075,338 2 141,209 2,455,702 ( 2,565 ) ( 2,461 ) ( 124,018 ) 12,167

Stock-based compensation

24,881 — 132 — — — — 132

Issuance of common stock for service

49,505 — 50 — — — — 50

Repurchase of common stock

— — — 145,061 ( 141 ) — — ( 141 )

Issuance of common stock, net of costs

1,562,500 1 2,450 — — — — 2,451

Currency translation adjustment

— — — — — 158 — 158

Loss for the period

— — — — — — ( 2,806 ) ( 2,806 )

Balance, September 30, 2025

18,712,224 $ 3 143,841 $ 2,600,763 $ ( 2,706 ) $ ( 2,303 ) $ ( 126,824 ) $ 12,011

* All common share data has been retroactively adjusted to effect reverse stock splits in 2024 (See Note 1).

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

Depreciation and amortization

Common stock issued for services

Stock-based compensation

Impairment of intangible assets

Unrealized foreign exchange gains

( 13 ) ( 10 )

Non-cash interest expense

Change in fair value of warrant and derivative liabilities

( 1 ) ( 2,676 )

Changes in operating assets and liabilities:

Deferred income taxes

Other current assets

2 unchanged sentences

Prepaid expenses

( 1,289 ) 630

Accounts payable

433 ( 3,623 )

Accrued expenses and other liabilities

3 unchanged sentences

( 4,493 ) ( 2,686 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from ATM sales of common stock, net of issuance costs

11,143 33,119

Net proceeds from sale of common stock and pre-funded warrant issuance

Proceeds from issuance of Convertible Redeemable Series A Preferred Stock

Redemption of Convertible Redeemable Series A Preferred Stock

Proceeds from convertible promissory notes and accrued interest, net of discount

Repayment of debt and promissory notes

Proceeds from promissory notes

Common stock repurchase

2 unchanged sentences

Net increase in cash and cash equivalents

( 689 ) 18,411

Effect of exchange rate changes on cash and cash equivalents

( 58 ) ( 286 )

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Cash, cash equivalents, and restricted cash, beginning of period

14,687 19,533

Cash, cash equivalents, and restricted cash, end of period

$ 29,812 $ 27,704

Supplemental information

Cash paid for interest

Supplemental disclosure of non-cash financing and investing activities:

Conversion of Series A Convertible Preferred stock to equity, net

Deemed dividend on Series A Convertible Preferred Stock

Gain on extinguishment of Series A Convertible Preferred Stock

Stock issued in conjunction with consulting agreement

Issuance of 2,359,650 common shares on conversion of 3,632,366 3i Exchange Warrants

Deemed dividend on Convertible Redeemable Series A Preferred Stock

As reported within the consolidated balance sheets:

Cash and cash equivalents

$ 19,812 $ 25,201

Restricted cash

Total cash and cash equivalents and restricted cash as presented in the condensed consolidated balance sheet

$ 29,812 $ 27,704

See accompanying notes to condensed consolidated financial statements.

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Pursuant to the requirements of Accounting Standard Codification (“ASC”) 205 - 40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying Financial Statements are issued.

The Company had an accumulated deficit of $ 126.8 million as of September 30, 2025.

Further, the Company incurred a net loss of $ 7.7 million and experienced negative cash flows from operations of $ 11.6 million for the nine months ended September 30, 2025.

Based on the Company’s current operating plan, it estimates that its existing cash, cash equivalents and restricted cash of $ 16.9 million as of September 30, 2025 will be sufficient to enable the Company to fund its operating expenses and capital requirements through at least the next 12 months from the issuance of these Financial Statements.

While the Company believes its capital resources are sufficient to fund the Company’s on-going operations for the next 12 months from the issuance date of the Financial Statements, the Company’s liquidity could be materially affected over this period by:

The Company had an accumulated deficit of $ 132.9 million as of March 31, 2026 .

Further, the Company incurred a net loss of $ 2.8 million and experienced negative cash flows from operations of $ 4.5 million for the three months ended March 31, 2026 .

Based on the Company’s current operating plan, it estimates that its existing cash and restricted cash of $ 29.8 million as of March 31, 2026 will be sufficient to enable the Company to fund its operating expenses and capital requirements through at least the next twelve months from the issuance of these Financial Statements.

The Company's $ 10 million in restricted cash is part of a promissory note obtained in 2026, in which the cash is obtainable after meeting certain conditions of such promissory note.

While the Company believes its capital resources are sufficient to fund the Company’s on-going operations for the next twelve months from the issuance date of the Financial Statements, the Company’s liquidity could be materially affected over this period by:

( 1 ) its ability to raise additional capital through equity offerings, debt financings, or other non-dilutive third -party funding;

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If the Company is unable to meet its obligations when they become due, the Company may have to delay expenditures, reduce the scope of its research and development programs, or make significant changes to its operating plan.

Reverse Stock Splits

On April 9, 2024, and September 11, 2024, the Company effected a 1 -for- 20 reverse stock split and 1 -for- 30 reverse stock split, respectively, of the shares of common stock of the Company (collectively, the “Reverse Stock Splits”).

All share and per share information has been retroactively adjusted to give effect to the Reverse Stock Splits for all periods presented, unless otherwise indicated.

Proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, restricted stock, preferred stock and warrants outstanding on September 12, 2024, which resulted in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants.

No fractional shares were issued in connection with the Reverse Stock Splits.

If, as a result of the Reverse Stock Splits, a stockholder would otherwise have been entitled to a fractional share, each fractional share was rounded up to the next whole number.

Summary of Significant Accounting Policies

3 unchanged sentences

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 unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of our management, reflect all adjustments, which include only normal recurring adjustments, necessary to fairly state our financial position as of September 30, 2025, our results of operations and stockholders’ equity for the three, six, and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024.

The financial data and the other financial information disclosed in these notes to the condensed consolidated financial statements related to the three and nine month periods are also unaudited.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other future annual or interim period.

The condensed consolidated balance sheet data as of December 31, 2024 was derived from our audited financial statements, but does not include all disclosures required by GAAP.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of our management, reflect all adjustments, which include only normal recurring adjustments, necessary to fairly state our financial position as of March 31, 2026 , our results of operations and stockholders’ equity for the three months ended March 31, 2026 and 2025 , and cash flows for the three months ended March 31, 2026 and 2025 .

The financial data and the other financial information disclosed in these notes to the condensed consolidated financial statements related to the three month period are also unaudited.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other future annual or interim period.

The consolidated balance sheet data as of December 31, 2025 was derived from our audited financial statements, but does not include all disclosures required by GAAP.

The condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10 -K for the year ended December 31, 2025 that was filed with the Securities and Exchange Commission (“SEC”), on March 30, 2026.

5 unchanged sentences

Allarity Therapeutics Denmark ApS (formerly OV- SPV2 ApS)*

ALLR Holdings, LLC

United States

* In the process of being dissolved because inactive.

ALLR Holdings, LLC was formed in February, 2026, to be the designated entity for restricted cash proceeds from a promissory note.

All intercompany transactions and balances, including unrealized profits from intercompany sales, have been eliminated upon consolidation.

1 unchanged sentence

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.

Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses, share based compensation expense, promissory note and fair value of embedded derivatives, 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.

12 unchanged sentences

Revenues and expenses are translated at the average exchange rate in effect during each monthly period.

Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the condensed consolidated statements of changes in stockholders’ equity (deficit) as a component of accumulated other comprehensive loss.

Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the condensed consolidated statements of changes in 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.

2 unchanged sentences

Adjustments that arise from exchange rate translations are included in other comprehensive loss in the consolidated statements of operations and comprehensive loss as incurred.

During the three months ended September 30, 2025 and 2024 , the Company recorded foreign exchange gains (losses) of ($ 0.2 ) million and $ 0.2 million, respectively.

During the nine months ended September 30, 2025 and 2024, the Company recorded foreign exchange gains (losses) of ($ 2.1 ) million and $ 0.3 million, respectively.

During the three months ended March 31, 2026 and 2025 , the Company recorded foreign exchange gains of $ 0.0 million and $ 0.1 million, respectively.

Concentrations of credit risk and of significant suppliers

6 unchanged sentences

These programs could be adversely affected by a significant interruption in these manufacturing services or the availability of raw materials.

Cash and cash equivalents

Cash and restricted cash

The Company maintains deposits primarily in financial institutions, which may at times exceed amounts covered by insurance provided by the U.S.

1 unchanged sentence

The Company has not experienced any losses related to amounts in excess of FDIC limits.

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents on September 30, 2025 and December 31, 2024.

The Company had restricted cash of $ 10.0 million and none on March 31, 2026 and December 31, 2025 , respectively (see Note 4 ).

Property, plant and equipment

7 unchanged sentences

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 condensed consolidated statements of operations and comprehensive loss.

During the three and nine months ended September 30, 2025 and 2024 , the Company’s other comprehensive (loss) and gain was comprised of currency translation adjustments.

During the three months ended March 31, 2026 and 2025 , the Company’s other comprehensive loss was $ 0.1 million and $ 0.3 million, respectively, which was comprised of currency translation adjustments.

Recently Issued Accounting Pronouncements

8 unchanged sentences

The Company is currently evaluating the impact of the new standard on its financial statement disclosures.

In March 2026, the Company entered into a promissory note that will require reporting of potential embedded features of the debt instrument in accordance with FASB ASC 815 - 10 - 20.

Accrued liabilities

The Company’s accrued expenses and other current liabilities are comprised of the following:

September 30,

($ in thousands)

3 unchanged sentences

Accrued audit and legal

Accrued SEC settlement

Total accrued expenses and other current liabilities

Convertible promissory note due to Novartis

$ 2,191 $ 2,667

Convertible and Non-Convertible Promissory Notes

Convertible Promissory Note - Novartis

On January 26, 2024, the Company received a termination notice from Novartis Pharma AG, a company organized under the laws of Switzerland (“Novartis”) due to a material breach of that certain license agreement dated April 6, 2018, as amended to date (the “License Agreement”).

Accordingly, under the terms of the License 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 September 30, 2025 , the liability is recorded as a current liability on the Company’s condensed unaudited consolidated balance sheets as follows:

$ 3.6 million in accounts payable, $ 1.4 million convertible promissory notes and accrued interest, net of debt discount, and $ 0.4 million in accrued liabilities.

Warrant liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815 - 40, Derivatives and Hedging - Contracts in Entity ’ s Own Equity .

For warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Warrant liabilities are categorized within Level 3 of the fair value hierarchy and are measured at fair value on a recurring basis.

The warrants issued in April 2023, July 2023, and September 2023 ( the “2023 Warrants”) are measured at fair value at each reporting period and the reconciliation of changes in fair value during the nine months ended September 30, 2025 is presented in the following table:

($ in thousands)

Balance at January 1, 2025

Change in fair value of warrant derivative liability

Balance at September 30, 2025

On September 30, 2025 , the Company used the Black-Scholes Merton model to estimate the fair value of the 2023 Warrants derivative liability at approximately $ 0 , using the following inputs:

September 2023

Initial exercise price

Stock price on valuation date

Risk-free rate

Term (in years)

Rounded annual volatility

and all liabilities due to Novartis became immediately due and payable inclusive of interest which continued to accrue at 5 % per annum.

As of March 31, 2026 , the liability is recorded as a current liability on the Company’s condensed unaudited consolidated balance sheets as follows:

$ 3.6 million in accounts payable, $ 1.4 million in convertible promissory notes and accrued interest, net of debt discount, and $ 0.5 million in accrued liabilities.

Notes Purchase Agreement - Streeterville

On March 2, 2026, the Company entered into a Note Purchase Agreement with Streeterville Capital, LLC ("Streeterville"), pursuant to which the Company issued and sold (i) an unsecured promissory note (the "A- 1 Note"), and (ii) a secured promissory note (the "B Note") for aggregate gross proceeds of $ 20.0 million.

A- 1 Note (Unsecured):

The Company issued the A- 1 Note with a stated principal amount of $ 10.93 million, inclusive of an original issue discount ("OID") $ 0.9 million and a $ 30,000 transaction expense reimbursement to the lender to cover the lender’s legal, accounting and due diligence expenses.

On the Closing Date, the net cash proceeds to the Company were $ 10 million.

The A- 1 Note bears interest at 9 % per annum, compounded daily, and matures 18 months from issuance ( September 2, 2027).

The A- 1 Note is recorded at amortized cost, net of unamortized discount, which is amortized to interest expense over the term using the effective interest method in accordance with ASC 835 - 30.

Beginning six months after issuance, the investor may require monthly cash redemptions of up to $ 250,000 , aggregated with any redemptions under the B Note.

The A- 1 Note also permits additional early redemptions upon the occurrence of specified stock-price based conditions.

The A- 1 Note includes customary affirmative and negative covenants and events of default, including payment defaults, covenant breaches, and insolvency events.

No redemptions, trigger events, covenant breaches, or defaults occurred through March 31, 2026.

The A- 1 Note contains stock-price linked features, including (i) a limited redemption feature that may accelerate principal repayment upon the Company's stock meeting specified price thresholds and (ii) a monitoring fee forgiveness feature that may reduce amounts otherwise payable upon sustained low stock price or trading volume conditions.

Management determined these features are embedded derivatives that are not clearly and closely related to the debt host and therefore require bifurcation under ASC 815.

At issuance, the embedded derivatives were bifurcated and recorded at fair value, with a corresponding reduction to the carrying amount of the A- 1 Note.

The embedded derivative liabilities are remeasured at fair value each reporting period, with changes in fair value recognized in earnings.

Fair value is estimated using valuation techniques that incorporate significant unobservable inputs, and, accordingly, the embedded derivatives are classified as Level 3 within the fair value hierarchy under ASC 820.

As of March 31, 2026, the embedded derivatives remained outstanding.

B Note (Secured):

The Company issued the B Note in the principal amount of $ 10.0 million, bearing interest at 5 % per annum, compounded daily, and maturing on September 2, 2027.

The B Note was funded into a deposit account subject to a Deposit Account Control Agreement, and is secured by the cash held in that account and guaranteed by certain subsidiaries of the Company.

The related cash is classified as restricted cash on the balance sheet.

Beginning six months after issuance, the investor may require monthly cash redemptions of up to $ 250,000 , aggregated with any redemptions under the A- 1 Note, with corresponding releases of restricted cash.

The B Note was issued at par and is carried at amortized cost.

No redemptions or defaults occurred through March 31, 2026.

As of March 31, 2026, the A- 1 Note, B Note, and related embedded derivative liabilities are classified as current liabilities, as the notes are due within twelve months of the balance sheet date or are subject to redemption rights exercisable within that period.

The Company was in compliance with all material terms of the Note Purchase Agreement as of March 31, 2026.

For the three months ended March 31, 2026, the A- 1 Note and B Note incurred an interest expense of $ 131,975 , inclusive of original issue discount, and $ 41,667 , respectively.

Stockholders ’ Equity

Share Repurchase Plan

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 three months ended September 30, 2025, the Company repurchased 145,061 shares at a cost of $ 140,038 .

For the nine months ended September 30, 2025, the Company purchased 2,600,763 shares for an aggregate cost of $ 2,705,550 , inclusive of $ 52,015 in transaction fees.

For the nine months ended September 30, 2025 and 2024, the total proceeds used to repurchase shares were $ 2,705,550 and $ 0 , respectively.

As of September 30, 2025, there is $ 2,294,450 remaining for share repurchases under the share repurchase program.

Share Issuance for Services

On July 7, 2025, the Company issued 49,505 restricted shares to a vendor in exchange for services rendered.

For the nine months ended September 30, 2025, the Company issued 102,873 restricted shares for services rendered.

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 over a twelve month period.

On February 26, 2026, the board of directors approved a new 2026 share repurchase program, with authorization to purchase up to $ 5 million of the Company's outstanding shares of common stock over a twelve month period ending March 1, 2027.

For the three months ended March 31, 2026 , the Company repurchased 264,000 shares at a cost of $ 262,036 .

Of the shares repurchased, 199,000 shares occurred under the initial repurchase plan and 65,000 shares were repurchased during March under the 2026 approved repurchase plan.

As of March 31, 2026 , there is $ 4,928,833 remaining for share repurchases under the 2026 share repurchase program.

Sale of Common Stock

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 prefunded warrants to the investor, in a private placement transaction.

The Company agreed to issue and sell 1,562,500 shares of the Company’s common stock for $ 1.60 per Share, and/or prefunded warrants to purchase one share of common stock per prefunded warrant, at an offering price of $ 1.60 per prefunded warrant, for gross proceeds to the Company of approximately $ 2.5 million, before deducting $ 0.05 million in legal fees and expenses.

On January 28, 2026, Allarity Therapeutics, Inc.

entered into a Common Stock Purchase Agreement with Tumim Stone Capital LLC ("Tumim").

Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to Tumim up to $ 6.0 million of newly issued shares of the Company’s common stock under an equity line of credit arrangement.

The purchase price per share for each sale is based on the volume-weighted average price ("VWAP") of the Company's common stock during the applicable pricing period, at 95 % of the lowest one -day VWAP or 97 % of the lowest three -day VWAP, at the Company's election, subject to volume-based and dollar-based limitations.

The agreement includes customary limitations on the Investor's beneficial ownership and is subject to Nasdaq listing rules, including a 19.99 % issuance limit.

During the three months ended March 31, 2026, the Company issued 2,000 shares of common stock under the agreement for gross proceeds of $ 2,000 .

As of March 31, 2026, $ 5.998 million remained available under the equity line of credit.

No liability or derivative instrument was recorded in connection with the arrangement, as settlement may occur only through issuance of the Company's common stock at the Company's election.

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 the Ascendiant.

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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 is 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.

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The Sales Agreement was fully utilized and terminated on March 31, 2025.

For the three months ended September 30, 2025 and 2024, the amount of proceeds generated from the sale of common stock under the Sales Agreement was $ 0.0 and $ 5.4 million from the sale of 0 and 1,493,878 shares, respectively.

For the nine months ended September 30, 2025, the Company sold an aggregate of 9,719,173 shares of its common stock pursuant to the Sales Agreement, resulting in net proceeds of $ 9.7 million.

For the nine months ended September 30, 2024, the Company sold an aggregate of $ 33.1 million pursuant to the Sales Agreement from the sale of 2,556,927 shares.

For the three months ended March 31, 2026 and 2025 , the amount of proceeds generated from the sale of common stock under the Sales Agreement was $ 0.0 and $ 9.7 million from the sale of 0 and 9,719,173 shares, respectively.

Equity Incentive Plan

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The number of shares available for grant and issuance under the 2021 Incentive Plan will be increased on January 1 st of each of 2022 through 2031, by the lesser of (a) 5 % of the number of shares of all classes of the Company’s common stock issued and outstanding on each December 31 immediately prior to the date of increase or (b) such number of shares determined by the Board.

In January 2025, Board approved a 5 % increase to the authorized shares in the 2021 Incentive Plan from 353,163 to 717,941 .

Total shares available for the issuance of stock-based awards under the Company’s 2021 Incentive Plan was 85,051 shares at September 30, 2025.

In January 2026, the board approved a 5 % increase to the authorized shares in the 2021 Incentive Plan from 717,941 to 1,521,941 .

Total shares available for the issuance of stock-based awards under the Company’s 2021 Incentive Plan was 98,444 shares at March 31, 2026 .

Stock-based compensation expense has been reported in the Company’s condensed consolidated statements of operations as follows:

Three Months Ended

Nine Months Ended

September 30,

($ in thousands)

Research and development

$ 76 $ 11 $ 217 $ 8

General and administrative

56 6 218 ( 1 )

Total stock-based compensation expense

$ 132 $ 17 $ 435 $ 7

Restricted Stock Units

The following table summarizes the restricted stock unit activity during the nine months ended September 30, 2025:

The following table summarizes the restricted stock unit activity during the three months ended March 31, 2026 :

Average Grant

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753,333 $ 1.09

( 39,494 ) $ 2.11

( 85,051 ) $ 2.23

Unvested balance at September 30, 2025

Unvested balance at March 31, 2026

1,373,497 $ 1.12

At September 30, 2025, the Company had unrecognized stock-based compensation expense related to restricted stock awards of $ 0.41 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.3 years.

At March 31, 2026 , the Company had unrecognized stock-based compensation expense related to restricted stock awards of $ 1.5 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.4 years.

The expense is recognized over the vesting period of the award.

Stock Options

The following table summarizes stock option activity during the nine months ended September 30, 2025:

The following table summarizes stock option activity during the three months ended March 31, 2026 :

Intrinsic Value

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( 50,000 ) 1.01 — —

Outstanding at September 30, 2025

Outstanding at March 31, 2026

50,000 $ 1.01 8.8 —

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock.

As of September 30, 2025, the total compensation cost related to non-vested options awards not yet recognized is $ 11,915 with a weighted average remaining vesting period of 0.3 years.

The Company estimated the fair value of stock options granted in the period presented using a Black-Scholes option-pricing model utilizing the following assumptions:

As of September 30,

Expected term (in years)

Risk-free rate

Expected dividend yield

As of March 31, 2026 , the total compensation cost related to non-vested options awards not yet recognized is $ 0 with a weighted average remaining vesting period of 0 years.

License and Development Agreements

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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 September 30, 2025 , the liability is recorded as a current liability on the Company’s condensed unaudited consolidated balance sheets as follows:

As of March 31, 2026 , the liability is recorded as a current liability on the Company’s condensed unaudited consolidated balance sheets as follows:

$ 3.6 million in accounts payable, $ 1.4 million convertible promissory notes and accrued interest, net of debt discount, and $ 0.5 million in accrued liabilities.

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Potentially dilutive securities outstanding, as determined by the latest applicable conversion price, that have been excluded from diluted loss per share due to being anti-dilutive include the following:

As of September 30,

As of March 31,

50,000 75,000

Unvested restricted stock units

1,373,497 744,709

1,432,054 828,266

Commitments and Contingencies

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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.

On March 13, 2025, the Company issued a press release announcing that the Company had reached a final settlement with the SEC relating to the Company’s previously disclosed SEC investigation, and as part of the settlement, the Company agreed to pay a one -time civil penalty of $ 2.5 million.

The Company made a cash payment of $ 2.5 million to the SEC on April 2, 2025.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.

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Share Repurchase Plan

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 three months ended September 30, 2025, the Company repurchased 145,061 shares for an aggregate cost of $140,038 inclusive of all transaction fees.

For the nine months ended September 30, 2025 and 2024, the total proceeds used to repurchase 2,600,763 and 0 shares were $2,705,550 inclusive of $52,015 in fees and $0, respectively.

As of September 30, 2025, there is $2,294,450 remaining for share repurchases under the share repurchase program.

Changes in Leadership

On July 1, 2025, Jeffrey S.

Ervin was appointed to the office of Chief Financial Officer of the Company, replacing Alexander Epshinsky upon his resignation on June 30, 2025.

FDA Fast Track Designation

On August 26, 2025, the Company announced the FDA granted Fast Track designation status for Stenoparib for the treatment of advanced ovarian cancer.

The FDA's Fast Track designation is intended to expedite the development and review of drugs that treat serious conditions and fill an unmet medical need.

This designation enables more frequent interactions with the FDA throughout the drug development process and potentially provides eligibility for accelerated approval, priority review, and rolling review if relevant criteria are met.

PIPE Investment

The Company agreed to issue and sell 1,562,500 shares of the Company’s common stock for $1.60 per Share, and/or prefunded warrants to purchase one share of common stock per prefunded warrant, at an offering price of $1.60 per prefunded warrant, for gross proceeds to the Company of approximately $2.5 million, before deducting $0.05 million in legal fees and expenses.

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 over a twelve month period.

On February 26, 2026, the board of directors approved a new share repurchase program, with authorization to purchase up to $5 million of the Company's outstanding shares of common stock over a twelve month period ending March 1, 2027.

For the three months ended March 31, 2026, the Company repurchased 264,000 shares at a cost of $262,036.

Of the shares repurchased, 199,000 shares occurred under the initial repurchase plan and 65,000 shares were repurchased during March under the 2026 approved repurchase plan.

As of March 31, 2026, there is $4,928,833 remaining for share repurchases under the 2026 share repurchase plan.

Patent Notice of Allowance

On April 27, 2026, the United States Patent and Trademark Office (USPTO) has issued a Notice of Allowance for its patent application covering the Company’s DRP® companion diagnostic specific to stenoparib.

Risks and Uncertainties

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We have incurred net losses in each year since inception.

Our net losses were $7.7 million and $17.1 million for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, we had an accumulated deficit of $126.8 million and cash and cash equivalents of $16.9 million.

Our net losses were $2.8 million and $2.7 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, we had an accumulated deficit of $132.9 million and cash and restricted cash of $29.8 million.

Substantially all our net losses have resulted from costs incurred in connection with our research and development programs and from general and administrative costs associated with our operations.

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Results of Operations

Comparison of the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)

Comparison of the Three Months Ended March 31, 2026 and 2025 (unaudited)

Three Months Ended

Nine Months Ended

September 30,

($ in thousands)

License Revenue

Total revenue

Operating expenses:

Research and development

Impairment of Intangible Assets

General and administrative

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Interest expense

Foreign exchange gains (losses)

Foreign exchange gains

Change in fair value of derivative and warrant liabilities

Total other income, net

Loss before income tax benefit

Income tax benefit

Total other income (expense), net

We generated $0.025 million of service revenue for the three months ended March 31, 2026 from the license of DRP testing services.

There was no revenue for the three months ended March 31, 2025.

Research and Development Expenses

For the three months ended September 30, 2025, compared to September 30, 2024

Research and development expenses increased $0.2 million primarily due to implementation costs and supplies of the Phase II clinical trial of stenoparib.

For the three months ended March 31, 2026, compared to March 31, 2025

Research and development expenses decreased $0.1 million primarily due to reduced costs and supplies of the Phase II clinical trial of stenoparib.

These expenses are recognized at the time of purchase.

For the nine months ended September 30, 2025, compared to September 30, 2024

Research and development expenses increased over $0.7 million with the launch and expansion of the Phase II clinical trial to accelerate development of stenoparib in Advanced Ovarian Cancer.

The increase in research and development expenses was primarily related to an increase in study costs of $0.3 million.

A staffing increase of $0.8 million was partially offset by a $0.5 million reduction of contractor and consulting costs.

General and Administrative Expenses

For the three months ended September 30, 2025, compared to September 30, 2024

General and administrative expenses decreased by $0.3 million for the three months ended September 30, 2025, compared to September 30, 2024.

The decrease was primarily due to a decrease of $0.3 million in professional services.

For the nine months ended September 30, 2025, compared to September 30, 2024

General and administrative expenses decreased by $1.2 million for the nine months ended September 30, 2025, compared to September 30, 2024.

The decrease was primarily due to a $1.6 million decrease in professional services and an increase in $0.6 million of staffing and other administrative charges including non-cash equity compensation.

For the three months ended March 31, 2026 compared to March 31, 2025

General and administrative expenses decreased by $0.2 million for the three months ended March 31, 2026, compared to March 31, 2025.

The decrease was primarily due to a reduction in legal fees.

Other income (expense)

For the three months ended September 30, 2025, compared to September 30, 2024

For the three months ended September 30, 2025, net other income decreased $0.6 million from the comparable quarter.

Interest income decreased $0.1 million and the foreign exchange impact was $0.5 million.

For the nine months ended September 30, 2025, compared to September 30, 2024

Other income was $1.8 million for the nine months ended September 30, 2025, consisting primarily of $1.3 million in foreign exchange gains.

Other income for the nine months ended September 30, 2024 was $2.5 million, when $2.7 million was recognized in a change in fair value adjustment of derivative and warrant liabilities.

The remaining difference for the comparable period was the $0.3 million increase of interest income and $0.4 million decrease in interest expense.

For the three months ended March 31, 2026, compared to March 31, 2025

For the three months ended March 31, 2026, net other income decreased $0.4 million from the comparable quarter.

Interest income and foreign exchange decreased $0.1 million each while interest expense increased $0.2 million.

Liquidity, Capital Resources and Plan of Operations

Since our inception through September 30, 2025, our operations have been financed primarily by the sale of convertible promissory notes and the sale and issuance of our securities.

As of September 30, 2025, we had $16.9 million in cash and cash equivalents and an accumulated deficit of $126.8 million.

Since our inception through March 31, 2026, our operations have been financed primarily by the sale of convertible promissory notes and the sale and issuance of our securities.

As of March 31, 2026, we had $29.8 million in cash and restricted cash and an accumulated deficit of $132.9 million.

For the three months ended March 31, 2026, we executed two financing transactions.

On January 28, 2026, we entered into a Common Stock Purchase Agreement with Tumim Stone Capital LLC.

Pursuant to the purchase agreement, we have the right, but not the obligation, to sell to Tumim up to $6.0 million of newly issued shares of our common stock under an equity line of credit arrangement.

The purchase price per share for each sale is based on the volume-weighted average price ("VWAP") of our common stock during the applicable pricing period, at 95% of the lowest one-day VWAP or 97% of the lowest three-day VWAP, at our election, subject to volume-based and dollar-based limitations.

The agreement includes customary limitations on Tumim's beneficial ownership and is subject to Nasdaq listing rules, including a 19.99% issuance limit.

On March 2, 2026, we entered into a Note Purchase Agreement with Streeterville Capital, LLC, pursuant to which the Company issued and sold a $10.0 million unsecured and $10.0 million secured promissory note.

Beginning six months after issuance, Streeterville may require monthly cash redemptions of up to $250,000 and also permits additional early redemptions upon the occurrence of specified stock-price based conditions.

Our primary use of cash is to fund operating expenses, which consist of research and development as well as regulatory expenses clinical programs for stenoparib, and to a lesser extent, general and administrative expenses.

Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable and accrued expenses.

On March 21, 2024, we commenced an at the market offering of shares of our common stock.

During the nine months ended September 30, 2025, we sold 9,719,173 shares of our common stock for net proceeds of $9.7 million.

The at-the-market offering was terminated as of March 31, 2025.

We believe that our current cash balance is sufficient to fund operations through at least the next 12 months from the date of this Quarterly Report.

We believe that our current cash balance is sufficient to fund operations through at least the next twelve months from the date of this Quarterly Report.

We may need to seek additional capital through the sale of our securities or other sources to carry out all of our planned research and development and potential commercialization activities.

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We have not included these payments in a table of contractual obligations since these contracts are generally cancellable at any time by us following a certain period after notice and therefore, we believe that our non-cancellable obligations under these agreements are not material.

Nine Months Ended

September 30,

Three Months Ended

($ in thousands)

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Operating activities, net

Investing activities, net

Financing activities, net

Effect of foreign exchange rates on cash

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Operating Activities

Net cash and cash equivalents used in operating activities was $11.6 million for the nine months ended September 30, 2025, primarily derived from our $7.9 million net loss, a $2.5 million settlement payment to the Securities and Exchange Commission, and a $1.1 million decrease in operating assets and liabilities.

Net cash and cash equivalents used in operating activities was $14.1 million for the nine months ended September 30, 2024, primarily comprised of our $17.1 million net loss, $3.8 million increase in operating assets and liabilities, $2.7 million change in fair value of warrant liability and $0.4 million in deferred income taxes, partially offset by a $9.7 million impairment of intangible assets and $0.2 million in non-cash interest expense.

Net cash used in operating activities was $4.5 million for the three months ended March 31, 2026, primarily derived from our $2.7 million net loss, a $1.4 million increase in prepaid expenses, a $0.5 million reduction of accrued expenses.

The company used $2.7 million of net cash for operating activities for the three months ended March 31, 2025.

Investing Activities

Net cash used in investing activities totaled $0.1 million for the three months ended March 31, 2026.

The Company has no investing activity spending for the three months ended March 31, 2025.

Financing Activities

Net cash and cash equivalents provided by financing activities was $10.9 million for the nine months ended September 30, 2025.

The Company sold an aggregate of 9,719,173 shares of its common stock from the ATM resulting in net proceeds of $9.7 million, received an ATM receivable balance of $1.4 million, and sold shares and prefunded warrants representing 1,562,500 shares of our common stock for proceeds of $2.5 million.

However, the Company repurchased 2,600,763 common shares as part of a share repurchase program for $2.7 million.

Net cash and cash equivalents provided by financing activities was $32.6 million for the nine months ended September 30, 2024, due to net proceeds from the sale of 2,556,927 shares of stock.

Net cash and restricted cash provided by financing activities was $19.7 million for the three months ended March 31, 2026.

The Company issued promissory notes with gross proceeds of $20.0 million, which was offset by $0.3 million used as part of a share repurchase program.

Net cash provided by financing activities for the three months ended March 31, 2025 was $11.1 million from capital raised using the ATM financing vehicle.

Operating Capital and Capital Expenditure Requirements

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Critical Accounting Policies and Use of Estimates

Our management’s discussion and analysis of financial condition and results of operations is based upon our unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2025 and 2024, and our audited consolidated financial statements for the years ended December 31, 2024 and 2023, which have been prepared in accordance with U.S.

Our management’s discussion and analysis of financial condition and results of operations is based upon our unaudited condensed interim consolidated financial statements for the three months ended March 31, 2026 and 2025, and our audited consolidated financial statements for the years ended December 31, 2025 and 2024, which have been prepared in accordance with U.S.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses.

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Actual results may differ from these estimates under different assumptions and conditions.

Our significant accounting policies are described in the notes to our consolidated financial statements for the year ended December 31, 2024 included in the Form 10-K, and there have been no significant changes to our significant accounting policies during the nine months ended September 30, 2025.

Our significant accounting policies are described in the notes to our consolidated financial statements for the year ended December 31, 2025 included in the Form 10-K, and there have been no significant changes to our significant accounting policies during the three months ended March 31, 2026.

These unaudited condensed interim consolidated financial statements should be read in conjunction with our audited financial statements and accompanying notes.

Recently Issued Accounting Standards Not Yet Effective or Adopted

See Note 2 to our Financial Statements for a discussion of recently issued accounting standards not yet effective of adopted.

See Note 2, "Summary of Significant Accounting Policies", to our unaudited condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report for a discussion of recent accounting pronouncements.

Quantitative and Qualitative Disclosures About Market Risk.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements