Allarity Therapeutics, Inc. (ALLR): Nasdaq/NYSE listing notice — Allarity faces SEC probe into Dovitinib NDA; key shareholder proposals fail; board non-compliant with Nasdaq

February 5, 2023, the Company provided notice to Nasdaq that as a result of Mr. Jensen’s resignation, there are only two independent directors of the Company’s board and audit committee. Under Nasdaq Listing Rule 5605(b), a majority of the board directors must be comprised of independent directors. Under Nasdaq Listing Rule 5605(c)(2), the Company must have an audit committee of three members meeting the criteria of such rule. With Mr. Jensen’s resignation, the Company’s current board consists of four members, two of whom are independent and the Company’s audit committee consist of two members

Proposal 4 : To approve an amendment to our Certificate of Incorporation, as amended, in substantially the form attached to the Proxy Statement as Appendix B, to, at the discretion of the Board of Directors of the Company (the “Board”), effect a reverse stock split with respect to the Company’s issued and outstanding common stock, par value $0.0001 per share, at a ratio between 1-for-2 and 1-for-10 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board (the “Reverse Stock Split Proposal”) and included in a public announcement. Votes For Votes Against Abstentions Broker Non-Votes 15,095,859 9,327,256 - -

Proposal 5 : To approve the issuance of common stock at a price below the minimum price and in a number that will exceed 20% of our outstanding shares of common stock in accordance with Nasdaq Rule 5635(d) in connection with the shares of common stock that may be issuable upon conversion of shares of Series A Preferred Stock pursuant to an amendment to our Certificate of Designations of Series A Convertible Preferred Stock, as amended, to decrease the conversion price from $9.9061 to $2.00 and the floor price from $1.98 to $0.10, which conversion and floor prices may be further adjusted by the Board subject to the listing requirements of the Nasdaq Stock Market (the “Series A Conversion Nasdaq Proposal”). Votes For Votes Against Abstentions Broker Non-Votes 198,885 1,233,836 - 203,657 1

Proposal 8 : To approve the issuance of Common Stock in connection with entering into a proposed equity line of credit at prices below the minimum price of our Common Stock and in a number that will exceed 20% of our outstanding shares of Common Stock in accordance with Nasdaq Rule 5635. Votes For Votes Against Abstentions Broker Non-Votes 1,809,021 1,287,412 644 203,657

Proposal 6 : To approve, on an advisory basis, the compensation of our named executive officers Votes For Votes Against Abstentions Broker Non-Votes 1,867,802 1,226,875 2,400 203,657

Proposal 9 : To approve the adjournment of the meeting, if necessary or advisable, to solicit additional proxies in favor of the Share Increase Proposal or the Reverse Stock Split Proposal (“Adjournment Proposal”). Votes For Votes Against Abstentions Broker Non-Votes 14,563,755 9,853,440 800 -

Proposal 1 : To elect two (2) Class I directors, Soren G. Jensen and Thomas Jensen, to serve until the 2026 annual meeting of stockholders or until their respective successors are duly elected and qualified. Nominee Votes For Votes Withheld Broker Non-Votes Soren G. Jensen 2,934,725 162,352 203,657 Thomas Jensen 3,067,389 29,688 203,657

Proposal 7 : To indicate, on an advisory basis, the preferred frequency of holding an advisory vote on the compensation of our named executive officers. One Year Two Years Three Years Abstentions Broker Non-Votes 1,271,246 1,844 1,819,787 4,200 203,657

Proposal 2 : To approve the issuance of Common Stock in one or more non-public offerings at a price below the minimum price of our Common Stock and in a number that will exceed 20% of our outstanding shares of Common Stock in accordance with Nasdaq Rule 5635(d). Votes For Votes Against Abstentions Broker Non-Votes 1,814,698 1,282,379 - 203,657

Proposal 3 : To approve an amendment to our Certificate of Incorporation, as amended, to increase the number of authorized shares from 30,500,000 to 150,500,000, and to increase the number of our common stock from 30,000,000 to 150,000,000, in substantially the form attached to the Proxy Statement as Appendix A (the “Share Increase Proposal”). Votes For Votes Against Abstentions Broker Non-Votes 14,625,515 9,797,600 - -