false 0001860657 0001860657 2025-06-13 2025-06-13

 

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Date of Report (Date of earliest event reported) June 13, 2025

 

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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:

 

 

 

 

 

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).

 

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On June 13, 2025, Allarity Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, five proposals were submitted to the Company’s stockholders of record for a vote. These proposals are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 30, 2025 (the “Proxy Statement”). At the Annual Meeting, a total of 6,986,031 (or 41%) of the Company’s issued and outstanding shares of common stock held of record as of April 16, 2025, the record date for the Annual Meeting, were present either in person or by proxy, which constituted a quorum.

 

All proposals were approved by the requisite stockholder vote, except for the 2021 Plan Amendment Proposal and the Officer Exculpation Amendment Proposal. Although sufficient votes were received to approve the Adjournment Proposal, an adjournment was not necessary.

 

The final voting results for each proposal are set forth below. For additional information regarding the proposals, please refer to the Proxy Statement.

 

Proposal 1: To elect one (1) Class III director, Thomas H. Jensen, to serve until the 2028 annual meeting of stockholders or until his respective successor is duly elected and qualified (the “Director Proposal”).

 

 

Proposal 2: To ratify the appointment of Wolf & Company, P.C., as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Independent Auditor Proposal”).

 

 

Proposal 3: To approve an amendment to our Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”), in substantially the form attached to the Proxy Statement as Appendix C, to increase the aggregate number of shares of Common Stock authorized for grant under the 2021 Plan from 717,941 to 3,415,068 (the “2021 Plan Amendment Proposal”).

 

 

Proposal 4: To approve an amendment to our Certificate of Incorporation, in substantially the form attached to the Proxy Statement as Appendix D, to limit the liability of certain officers as permitted by Delaware Law (the “Officer Exculpation Amendment Proposal”).

 

 

Proposal 5: To approve the adjournment of the meeting, if necessary or advisable, to solicit additional proxies in favor of the Director Proposal, the Independent Auditor Proposal, the Share Decrease Proposal, the Reverse Stock Split Proposal, the 2021 Plan Amendment Proposal or the Officer Exculpations Amendment Proposal (the “Adjournment Proposal”).

 

 

 

 

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