UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2022

ALLARITY THERAPEUTICS, INC.

(Exact name of registrant as specified in our charter)

(401) 426-4664

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On August 11, 2022, Allarity Therapeutics, Inc. (the “Company”) and R-Pharm U.S. Operating LLC, a limited liability corporation organized under the laws of Delaware (“R-Pharm”), executed a Second Amendment, effective as of August 4, 2022 (the “Second Amendment”) to that certain Development, Option & License Agreement (the “Original Agreement”), as amended on May 28, 2021 (the “First Amendment” and together with the Original Agreement, the “License Agreement”), to amend and restate certain provisions of the License Agreement, to further extend the time period for conducting and completing certain European clinical development relating to the cancer drug IXEMPRA® (ixabepilone). The Second Amendment amends and restates subsection (a) of Section 2.1 of the License Agreement to extend the term of the option period to September 1, 2023.

A copy of the Original Agreement was filed as Exhibit 10.5 to our Annual Report on Form 10-K previously filed with the Securities and Exchange Commission on May 17, 2022. The foregoing summary of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q to be filed for the quarter ending June 30, 2022.

Item 4.01 Changes in Registrant’s Certifying Accountant.

On August 8, 2022, our independent registered public accounting firm, Marcum LLP (“Marcum”) notified us in writing that our client-auditor relationship had ceased to be effective as of August 5, 2022. Marcum’s reports on the financial statements for the year ended December 31, 2021, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles but it included an explanatory paragraph concerning the uncertainty of the Company’s ability to continue as a going concern.

On December 21, 2021, the Company appointed Marcum to audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ended December 31, 2021. During the fiscal year ended December 31, 2021, and subsequent interim period preceding Marcum’s resignation on August 5, 2022, there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. Additionally, during this time period, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K, except that, as previously disclosed in the Company’s Form 10-K for the year ended December 31, 2021, and Form 10-Q for the quarterly period ended March 31, 2022, the Company identified material weaknesses in its internal controls over financial reporting because it did not have a formal process for period end financial closing and reporting, it historically had insufficient resources to conduct an effective monitoring and oversight function independent from its operations and it lacked accounting resources and personnel to properly account for accounting transactions such as the issuance of warrants with a derivative liability component.

On August 12, 2022, the Company provided Marcum with a copy of the disclosures that the Company is making in response to Item 4.01 on this Form 8-K, and requested that Marcum furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if not, stating the respects in which it does not agree.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned hereunto duly authorized.