--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-045091" form_type: "8-K" ticker: "ALLR" cik: "0001860657" company_name: "Allarity Therapeutics, Inc." filed_at: "2023-06-01T23:59:59+00:00" generated_at: "2026-06-14T09:45:18.661992+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Allarity Therapeutics amends Eisai license and corrects preferred stock exchange with 3i ## Summary - Fourth Amendment with Eisai postpones $1.1M extension payment, with $850,000 due by March 1, 2024. - Clinical trial enrollment deadline for Stenoparib extended to April 1, 2024; Eisai may terminate if not met. - Amendment with 3i corrects Series C-to-Series A exchange from 4,027 to 5,577 shares of Series A Preferred Stock. - Amended Certificate of Designations grants Series A holders voting rights on an as-converted basis and special board voting rights for reverse stock split proposal. - Board's special voting rights for reverse stock split and adjournment expire on July 31, 2023. ## SEC filing metadata - accession: 0001213900-23-045091 - form_type: 8-K - ticker: ALLR - cik: 0001860657 - company_name: Allarity Therapeutics, Inc. - filed_at: 2023-06-01T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 3.03, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1860657/000121390023045091/0001213900-23-045091-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1860657/000121390023045091/ea179534-8k_allarity.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-045091 - JSON: https://secwatch.observer/filing/0001213900-23-045091.json - Plain text: https://secwatch.observer/filing/0001213900-23-045091.txt ## Key facts - Governance Changes Allarity Therapeutics, Inc.: Amendment to Certificate of Designations to modify voting rights of Series A Preferred Stock (effective 2023-05-30). - Change: charter amendment - Effective: 2023-05-30 source text: On May 30, 2023, the Company filed a First Certificate of Amendment to Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock (the “Amended COD”) to amend and restate the voting provisions of the Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock, which was originally filed with the Secretary of State of the State of Delaware on April 21, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1860657/000121390023045091/0001213900-23-045091-index.htm - Material Agreements Allarity Therapeutics, Inc. amended Fourth Amendment to the Exclusive License Agreement with Eisai, Inc. valued at Periodic payments: $100,000 paid; $50,000 within 10 days; $100,000 upon capital raise; $850,000 by M (effective 2023-05-16). - Action: amendment - Agreement: license - Counterparty: Eisai, Inc. - Value: Periodic payments: $100,000 paid; $50,000 within 10 days; $100,000 upon capital raise; $850,000 by M - Effective: 2023-05-16 source text: 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 (the “Eisai Amendment”), 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 “Product”). Under the Eisai Amendment, the Company agreed to pay Eisai in periodic payments as follows: (i) one hundred thousand dollars ($100,000) which has been paid; (ii) fifty thousand dollars ($50,000) within ten (10) days of execution of the fourth amendment; (iii) one hundred thousand dollars ($100,000) upon completion of a capital raise; and (iv) eight hundred and fifty thousand dollars ($850,000) on or before March 1, 2024. The Company will have until April 1, 2024, to complete enrollment in a further Phase 1b or Phase 2 Clinical Trial of the Product. If the Company has not achieved successful completion of a further Phase 1b evidence_url: https://www.sec.gov/Archives/edgar/data/1860657/000121390023045091/0001213900-23-045091-index.htm - Material Agreements Allarity Therapeutics, Inc. amended Amendment to Modification and Exchange Agreement with 3i, LP valued at Correction of share count from 4,027 to 5,577 shares of Series A Preferred Stock (effective 2023-04-20). - Action: amendment - Counterparty: 3i, LP - Value: Correction of share count from 4,027 to 5,577 shares of Series A Preferred Stock - Effective: 2023-04-20 source text: On May 26, 2023, the Company and 3i entered into an Amendment to Modification and Exchange Agreement (the “Amendment”), effective as of April 20, 2023, to correct an error relating to the Original Shares in the Original Agreement. Due to an error in not taking into account the proposed redemption of 1,550 share of Series A Preferred Stock, the Original Agreement incorrectly referenced “4,027” shares of Series A Preferred Stock instead of “ 5,577.” Accordingly, the Amendment corrects such error and memorializes that the parties originally agreed to exchange the Series C Shares for 5,577 shares of Series A Preferred Stock. evidence_url: https://www.sec.gov/Archives/edgar/data/1860657/000121390023045091/0001213900-23-045091-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.