SEC FORM 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Graff Jeremy R.

(Last)

(First)

(Middle)

C/O ALLARITY THERAPEUTICS, INC.

123 E TARPON AVE

(Street)

TARPON SPRINGS

34689

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Allarity Therapeutics, Inc. [ ALLR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/22/2026		M		48,147	A	⁽¹⁾	73,028	D
Common Stock	01/22/2026		F		17,814 ⁽³⁾	D	$ 1.18	55,214	D
Common Stock	09/30/2026		M		39,494	A	⁽¹⁾	94,708	D
Common Stock	09/30/2026		F		14,613 ⁽³⁾	D	$ 0.97	80,095 ⁽⁵⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	01/22/2026		M			48,147	⁽²⁾	⁽²⁾	Common Stock	48,147	$ 0	175,283	D
Restricted Stock Units	⁽¹⁾	09/30/2026		M			39,494	⁽²⁾	⁽²⁾	Common Stock	39,494	$ 0	269,122 ⁽⁴⁾	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. On September 30, 2024 and January 22, 2025, the Reporting Person was granted 118,483 and 144,441 restricted stock units, respectively, which vest in three equal annual installments beginning on the first anniversary of the applicable grant date.

3. Represents shares withheld by the Issuer to satisfy tax withholding obligations arising upon the vesting and settlement of restricted stock units. The shares were withheld based on the fair market value of the Issuer's common stock on the applicable vesting date.

4. The amount reported in column 9 reflects 175,283 restricted stock units outstanding following the January 22, 2026 settlement, plus 133,333 restricted stock units granted on January 28, 2026 and previously reported, less 39,494 restricted stock units settled on September 30, 2026.

5. The 381,644 amount previously reported in column 5 of Table I of the Reporting Person's Form 4/A filed April 30, 2026 combined issued shares of common stock and unvested restricted stock units and did not reflect the 17,814 shares withheld on January 22, 2026. This Form 4 reports issued shares of common stock in Table I and unvested restricted stock units separately in Table II. After giving effect to the January 22, 2026 vesting and withholding and the January 28, 2026 restricted stock unit grant, the correct balances were 55,214 shares of common stock and 308,616 restricted stock units.

Remarks:

President and Chief Development Officer

	/s/ Jeremy R. Graff	10/09/2026
	** Signature of Reporting Person	Date
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