--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-008236" form_type: "8-K" ticker: "ALLR" cik: "0001860657" company_name: "Allarity Therapeutics, Inc." filed_at: "2023-02-06T23:59:59+00:00" generated_at: "2026-06-20T00:25:50.823280+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Allarity faces SEC probe into Dovitinib NDA; key shareholder proposals fail; board non-compliant with Nasdaq ## Summary - SEC investigation launched Jan 2023; documents requested on Dovitinib NDA communications with FDA. - Proposals to increase authorized shares to 150M and effect reverse stock split did not pass. - Board has only 2 independent directors after resignation of Soren G. Jensen; Nasdaq rules violated. - Series B Preferred Stock automatically redeemed after annual meeting on Feb 3, 2023. - Company has until the earlier of next annual meeting or Feb 4, 2024 to regain listing compliance. ## SEC filing metadata - accession: 0001213900-23-008236 - form_type: 8-K - ticker: ALLR - cik: 0001860657 - company_name: Allarity Therapeutics, Inc. - filed_at: 2023-02-06T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 3.01, 5.07, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1860657/000121390023008236/0001213900-23-008236-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1860657/000121390023008236/ea172721-8k_allarity.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-008236 - JSON: https://secwatch.observer/filing/0001213900-23-008236.json - Plain text: https://secwatch.observer/filing/0001213900-23-008236.txt ## Key facts - Listing & Compliance Notices Allarity Therapeutics, Inc. received a nasdaq deficiency notice notice regarding board independence (rules 5605(b), 5605(c)(2), 5605(b)(1)(A), 5605(c)(4), 5606(b)). - Exchange: nasdaq - Notice: deficiency notice - Deficiency: board independence - Rules: 5605(b), 5605(c)(2), 5605(b)(1)(A), 5605(c)(4), 5606(b) source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1860657/000121390023008236/0001213900-23-008236-index.htm - Shareholder Votes Allarity Therapeutics, Inc. shareholders rejected 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 outsta at the 2023-02-03 meeting. - Proposal: reverse split - Outcome: failed - Meeting: 2023-02-03 source text: 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 - - evidence_url: https://www.sec.gov/Archives/edgar/data/1860657/000121390023008236/0001213900-23-008236-index.htm - Shareholder Votes Allarity Therapeutics, Inc. shareholders rejected 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 Pr at the 2023-02-03 meeting. - Outcome: failed - Meeting: 2023-02-03 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1860657/000121390023008236/0001213900-23-008236-index.htm - Shareholder Votes Allarity Therapeutics, Inc. shareholders approved 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. at the 2023-02-03 meeting. - Outcome: passed - Meeting: 2023-02-03 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1860657/000121390023008236/0001213900-23-008236-index.htm - Shareholder Votes Allarity Therapeutics, Inc. shareholders approved To approve, on an advisory basis, the compensation of our named executive officers at the 2023-02-03 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-02-03 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1860657/000121390023008236/0001213900-23-008236-index.htm - Shareholder Votes Allarity Therapeutics, Inc. shareholders approved 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"). at the 2023-02-03 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-02-03 source text: 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 - evidence_url: https://www.sec.gov/Archives/edgar/data/1860657/000121390023008236/0001213900-23-008236-index.htm - Shareholder Votes Allarity Therapeutics, Inc. shareholders approved 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. at the 2023-02-03 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-02-03 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1860657/000121390023008236/0001213900-23-008236-index.htm - Shareholder Votes Allarity Therapeutics, Inc. shareholders voted on To indicate, on an advisory basis, the preferred frequency of holding an advisory vote on the compensation of our named executive officers. at the 2023-02-03 meeting. - Proposal: say on pay frequency - Meeting: 2023-02-03 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1860657/000121390023008236/0001213900-23-008236-index.htm - Shareholder Votes Allarity Therapeutics, Inc. shareholders approved 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). at the 2023-02-03 meeting. - Outcome: passed - Meeting: 2023-02-03 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1860657/000121390023008236/0001213900-23-008236-index.htm - Shareholder Votes Allarity Therapeutics, Inc. shareholders rejected 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 at the 2023-02-03 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-02-03 source text: 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 - - evidence_url: https://www.sec.gov/Archives/edgar/data/1860657/000121390023008236/0001213900-23-008236-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.