8-K
filed November 25, 2022, 6:59 PM ET
ticker ALLR
CIK 0001860657
other material
confidence high
sentiment negative
materiality 0.85
Allarity Therapeutics, Inc. (ALLR): Nasdaq/NYSE listing notice — Allarity receives Nasdaq delisting notice, issues secured notes, creates Series B preferred with super-voting rights
Allarity Therapeutics, Inc.
- Received Nasdaq deficiency notice for bid price below $1.00 for 30 consecutive days; 180-day compliance period until May 22, 2023.
- Entered secured note purchase agreement with 3i LP: $350K new loan, $1.67M to pay conversion floor amounts, and $650K upon S-1 filing.
- Created Series B Preferred Stock with 400 votes/share, votes only on reverse stock split, share increase, and adjournment proposals.
- Declared dividend of Series B Preferred to holders of common and Series A preferred as of Dec 5, 2022.
- Terminated 2022 annual meeting; 2023 annual meeting set for Jan 16, 2023, record date Dec 6, 2022.
Key facts
Extracted from this filing and checked against the source text.
Listing & Compliance Notices
SEC 8-K Item 3.01
confidence 0.9
Allarity Therapeutics, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
- Exchange
- nasdaq
- Notice
- deficiency notice
- Deficiency
- minimum bid price
- Rules
- 5550(a)(2), 5810(c)(3)(A)
Exact text from the filing
November 21, 2022, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with the minimum bid price requirement of 1.00 per share under the Nasdaq Listing Rules (the “Listing Rules”). Based on the closing bid price of the Company’s listed securities for the last 30 consecutive business days from October 10, 2022 to November 18, 2022, the Company no longer meets the minimum bid price requirement set forth in Listing Rule 5550(a)(2). The Notice is only a notific
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Allarity Therapeutics, Inc.: Amended Section 12 of Certificate of Designation of Series A Convertible Preferred Stock to grant voting rights, with expiration on February 28, 2023 (effective 2022-11-22).
- Change
- charter amendment
- Effective
- 2022-11-22
Exact text from the filing
On November 22, 2022, the Company amended Section 12 of the Certificate of Designation of Series A Convertible Preferred Stock to provide for voting rights. Subject to a 9.99% beneficial ownership limitation, the holders of Series A preferred stock shall have the right to vote on all matters presented to the stockholders for approval together with the shares of common stock, voting together as a single class, on an “as converted” basis using the “Conversion Price” (initially $9.906 per share before any adjustment) (rounded down to the nearest whole number and using the record date for determining the stockholders of the Company eligible to vote on such matters), except as required by law (including without limitation, the DGCL) or as otherwise expressly provided in the Company’s Certificate of Incorporation or the Certificate of Designations of Series A Convertible Preferred Stock. The voting rights described above shall expire on February 28, 2023, and thereafter holders of preferred
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Allarity Therapeutics, Inc.: Established Series B Preferred Stock with specific voting rights regarding Reverse Stock Split, Share Increase Proposal, and Adjournment Proposal (effective 2022-11-22).
- Change
- charter amendment
- Effective
- 2022-11-22
Exact text from the filing
On November 22, 2022, the Board established the Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Allarity Therapeutics, Inc. entered into Purchase Agreement with 3i LP (effective 2022-11-22).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- 3i LP
- Effective
- 2022-11-22
Exact text from the filing
ovember 22, 2022, the Company entered into a Secured Note Purchase Agreement (“Purchase Agreement”) with 3i LP. Under the Purchase Agreement, the Company has authorized the sale and issuance of three secured promissory notes, the first note in an aggregate
View on SEC.gov
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