v3.26.1
Note 5 - Stockholders' Equity
 6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Equity [Text Block]

5. Stockholders’ Equity

 

Share Repurchase Plan

 

On March 3, 2025, the board of directors approved a share repurchase program, with authorization to purchase up to $5 million of the Company’s outstanding shares of common stock over a twelve month period. On February 26, 2026, the board of directors approved a new 2026 share repurchase program, with authorization to purchase up to $5 million of the Company's outstanding shares of common stock over a twelve month period ending March 1, 2027. There were no shares repurchased for the three months ended June 30, 2026.  For the six months ended June 30, 2026, the Company repurchased 264,000 shares at a cost of $262,036. Of the shares repurchased, 199,000 shares occurred under the 2025 approved repurchase plan and 65,000 shares were repurchased under the 2026 approved repurchase plan. As of June 30, 2026, there is $4,928,833 remaining for share repurchases under the 2026 share repurchase program.  

 

Sale of Common Stock

 

On January 28, 2026, Allarity Therapeutics, Inc. entered into a Common Stock Purchase Agreement with Tumim Stone Capital LLC ("Tumim"). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to Tumim up to $6.0 million of newly issued shares of the Company’s common stock under an equity line of credit arrangement. The purchase price per share for each sale is based on the volume-weighted average price ("VWAP") of the Company's common stock during the applicable pricing period, at 95% of the lowest one-day VWAP or 97% of the lowest three-day VWAP, at the Company's election, subject to volume-based and dollar-based limitations. The agreement includes customary limitations on the Investor's beneficial ownership and is subject to Nasdaq listing rules, including a 19.99% issuance limit. 

 

The Company issued no shares for the three months ended June 30, 2026.  During the six months ended June 30, 2026, the Company issued 2,000 shares of common stock under the agreement for gross proceeds of $2,000. As of June 30, 2026, $5.998 million remained available under the equity line of credit. No liability or derivative instrument was recorded in connection with the arrangement, as settlement may occur only through issuance of the Company's common stock at the Company's election.  

 

ATM Facility

 

On  March 19, 2024, the Company entered into an At-The-Market Issuance Sales Agreement, as amended (the “Sales Agreement”) with Ascendiant Capital Markets, LLC (“Ascendiant”) pursuant to which, the Company  may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share, having an aggregate gross sales price of up to $50 million, to or through the Ascendiant. The offer and sale of the shares will be made pursuant to a previously filed shelf registration statement on Form S-3 (File No. 333-275282), originally filed with the SEC on November 2, 2023 and declared effective by the SEC on  November 29, 2023, and the related prospectus supplement dated September 9, 2024 and filed with the SEC on such date pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). 

 

Under the Sales Agreement, Ascendiant may sell shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act. Ascendiant will use commercially reasonable efforts to sell the shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company  may impose). The Company agreed to pay Ascendiant a commission of 3.0% of the gross proceeds from the sales of shares sold through Ascendiant under the Sales Agreement and has provided the Ascendiant with customary indemnification and contribution rights. The Company also agreed to reimburse Ascendiant for certain expenses incurred in connection with the Sales Agreement. The Company and the Ascendiant may each terminate the Sales Agreement at any time upon specified prior written notice. The Sales Agreement was fully utilized and terminated on March 31, 2025.

 

The Company sold no shares for the three months ended June 30, 2026 and 2025. For the six months ended  June 30, 2026 and 2025, the amount of proceeds generated from the sale of common stock under the Sales Agreement was $0.0 and $9.7 million from the sale of 0 and 9,719,173 shares, respectively. 

 

Equity Incentive Plan

 

The Company has in effect the Allarity Therapeutics, Inc. 2021 Incentive Plan (as amended, the “2021 Incentive Plan”). Under the 2021 Incentive Plan, the compensation committee of the Company’s board of directors is authorized to grant stock-based awards to employees, directors, consultants, independent contractors and advisors. The 2021 Incentive Plan authorizes grants to issue up to 717,941 shares of authorized but unissued common stock and expires 10 years from adoption and limits the term of each option to no more than 10 years from the date of grant. The number of shares available for grant and issuance under the 2021 Incentive Plan will be increased on January 1st of each of 2022 through 2031, by the lesser of (a) 5% of the number of shares of all classes of the Company’s common stock issued and outstanding on each December 31 immediately prior to the date of increase or (b) such number of shares determined by the Board. In January 2026, the board approved a 5% increase to the authorized shares in the 2021 Incentive Plan from 717,941 to 1,521,941. Total shares available for the issuance of stock-based awards under the Company’s 2021 Incentive Plan was 98,444 shares at June 30, 2026.

 

Stock-based compensation expense has been reported in the Company’s condensed consolidated statements of operations as follows:

 

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 

($ in thousands)

 

2026

  

2025

  

2026

  

2025

 

Research and development

 $87  $75  $162  $141 

General and administrative

  101   89   186   162 

Total stock-based compensation expense

 $188  $164  $348  $303 

 

Restricted Stock Units

 

The following table summarizes the restricted stock unit activity during the six months ended June 30, 2026:

      

Weighted

 
  

Number of

  

Average Grant

 
  Units  Date Fair Value 

Unvested balance at December 31, 2025

  620,164  $1.15 

Granted

  753,333  $1.09 

Unvested balance at June 30, 2026

  1,373,497  $1.12 

 

At June 30, 2026, the Company had unrecognized stock-based compensation expense related to restricted stock awards of $0.8 million, which is expected to be recognized over the remaining weighted-average vesting period of 0.8 years. The expense is recognized over the vesting period of the award.

 

Stock Options

 

The following table summarizes stock option activity during the six months ended June 30, 2026:

          

Weighted

     
          

Average

     
      

Weighted

  

Remaining

  

Aggregate

 
  

Number

  

Average

  

Contractual

  

Intrinsic Value

 
  

of Options

  

Exercise Price

  

Term (years)

  

(in thousands)

 

Outstanding at December 31, 2025

  50,000  $1.01   9.0  $3,500 

Exercised/Forfeited

  —   -   —   — 

Outstanding at June 30, 2026

  50,000  $1.01   8.5   — 

 

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. As of June 30, 2026, all of the outstanding stock options have been fully vested.