Allarity Therapeutics, Inc.
For the period ended Sep 30, 2026. Filed Nov 13, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 13, 2026
ALLR$0.95+4.4%Stored close · as of Nov 13, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001437749-26-027830
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-13.
0001437749-26-036661
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 21 previous paragraphs and 28 current paragraphs.
13 unchanged; 7 reworded; 8 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
We may from time to time sell shares of our common stock pursuant to an equity line of credit or an at-the-market offering program. The number of shares that we may issue under any such arrangement, and the amount and timing of the proceeds we may receive, will depend on a number of factors, including the market price and trading volume of our common stock, the availability of an effective registration statement, applicable securities exchange and contractual limitations, market conditions and our ability to satisfy the conditions applicable to sales under the relevant arrangement. Accordingly, we may be unable to raise the full amount of capital contemplated by any such arrangement, or any capital at all, when needed or on terms acceptable to us.
Current report
Our stockholders’* equity was negative as of September 30, 2026, and we may not satisfy Nasdaq**’s minimum stockholders’** equity requirement for continued listing. If we are unable to regain or demonstrate compliance with Nasdaq**’s continued listing requirements, our common stock may be delisted from The Nasdaq Capital Market.*
Current report
Our common stock is currently listed on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on The Nasdaq Capital Market to maintain stockholders’ equity of at least $2.5 million, unless an alternative continued listing standard is satisfied. As of September 30, 2026, we had negative stockholders’ equity and, therefore, did not satisfy the $2.5 million minimum stockholders’ equity requirement as of that date.
Current report
If we do not satisfy an alternative continued listing standard and Nasdaq determines that we are not in compliance with the minimum stockholders’ equity requirement, Nasdaq may issue a deficiency notice requiring us to submit a plan to regain compliance. Any such plan may require us to undertake one or more transactions intended to increase our stockholders’ equity, which could include raising additional capital through the issuance of equity or equity-linked securities. Any such financing may result in substantial dilution to our existing stockholders, and there can be no assurance that we will be able to complete any financing or other transaction necessary to regain compliance on acceptable terms, in a timely manner or at all.
Current report
Even if Nasdaq grants us a period in which to regain compliance, there can be no assurance that we will be able to regain or maintain compliance with the applicable continued listing requirements within the required period. If we fail to regain or demonstrate compliance, Nasdaq could determine to delist our common stock. A delisting of our common stock could, among other things, reduce the liquidity and market price of our common stock, reduce the number of investors willing or able to hold or acquire our common stock, limit our ability to raise additional capital, and make it more difficult for our stockholders to sell their shares. A delisting could also adversely affect the perception of our financial condition and prospects and our ability to attract and retain employees through equity-based compensation.
Current report
Recent Sales of Unregistered Securities
Current report
On March 2, 2026, the Company entered into a Note Purchase Agreement with Streeterville Capital, LLC ("Streeterville"), pursuant to which the Company issued and sold an unsecured promissory note, and a secured promissory note for aggregate gross proceeds of $20.0 million. Ninety days after issuance, the Company is charged a one-time fee for monitoring this Note equal to the outstanding balance divided by .85 less the outstanding balance. On May 31, 2026, the monitoring fee was $1,972,708. This monitoring fee is added to the outstanding balance, accrues interest, and will be forgiven on a pro rata basis each time the Company makes a cash payment.
Current report
Beginning six months after issuance, the investor may require aggregated monthly cash redemptions of up to $250,000. During the three months ended September 30, 2026, the investor exercised redemption rights totaling $225,000 under the A-1 Note, which were settled through the issuance of 184,091 shares of the Company's common stock.
Removed paragraphs (1)
Previous report
On January 28, 2026, we entered into a Common Stock Purchase Agreement with Tumim Stone Capital LLC, or Tumim, under which we have the right, but not the obligation, to direct Tumim to purchase up to $6.0 million of newly issued shares of our common stock, subject to the conditions and limitations contained in the agreement. During the six months ended June 30, 2026, we sold 2,000 shares under the agreement for gross proceeds of $2,000, and approximately $5.998 million remained available under the facility as of June 30, 2026.
Reworded paragraphs (7)
Previous wording
Sales of our common stock under our equity line of credit with Tumim Stone Capital LLC may result in substantial dilution to our stockholders, may adversely affect the market price of our common stock and may not provide us with the full amount of capital contemplated by the facility.
Current wording
Sales of our common stock under any equity line of credit or at-the-market offering program may result in substantial dilution to our stockholders, adversely affect the market price of our common stock and may not provide us with the full amount of capital contemplated by such arrangements.
Previous wording
Any issuances under the facility will dilute the ownership and voting interests of our existing stockholders. Tumim may resell shares it acquires into the public market, and such sales, or the perception that such sales may occur, could cause or contribute to a decline in the market price of our common stock. A decline in our market price could increase the number of shares that we would need to issue to raise the same amount of proceeds, result in further dilution and make it more difficult for us to raise additional capital on favorable terms.
Current wording
Any issuances under an equity line of credit or at-the-market offering program will dilute the ownership and voting interests of our existing stockholders. Because the number of shares issued generally depends on the market price of our common stock at or near the time of sale, a decline in the market price of our common stock could require us to issue a greater number of shares to raise the same amount of proceeds, resulting in additional dilution. Sales of shares through an at-the-market offering program, resales of shares acquired under an equity line of credit, or the perception that such sales or resales may occur, could cause or contribute to a decline in the market price of our common stock. Such a decline could result in further dilution, reduce the amount of capital available to us under these arrangements and make it more difficult for us to raise additional capital on favorable terms or at all.
Previous wording
Although no redemptions, covenant breaches or defaults had occurred as of June 30, 2026, there can be no assurance that we will remain in compliance with the financing documents or have sufficient cash to satisfy all redemptions and other obligations when due. We may need to raise additional capital to make payments under the notes, including through issuances of common stock or other equity-linked securities. Any such financing could be highly dilutive, could be available only on unfavorable terms or might not be available at all. A default or enforcement action also could trigger defaults under other agreements, materially adversely affect our liquidity and ability to continue our development programs and cause the market price of our common stock to decline.
Current wording
Although no covenant breaches or defaults had occurred as of September 30, 2026, there can be no assurance that we will remain in compliance with the financing documents or have sufficient cash to satisfy all redemptions and other obligations when due. We may need to raise additional capital to make payments under the notes, including through issuances of common stock or other equity-linked securities. Any such financing could be highly dilutive, could be available only on unfavorable terms or might not be available at all. A default or enforcement action also could trigger defaults under other agreements, materially adversely affect our liquidity and ability to continue our development programs and cause the market price of our common stock to decline.
Previous wording
ALLR Sponsor LLC (the“Subsidiary”), our fully-owned subsidiary, which we consolidate as a variable interest entity, may expose us to additional financial, operational, regulatory, accounting, conflicts-of-interest and reputational risks.
Current wording
Our sponsorship of Allarity Acquisition Corp. through ALLR Sponsor, LLC may expose us to additional financial, operational, regulatory, accounting, conflicts-of-interest and reputational risks.
Previous wording
We have determined that Subsidiary is a variable interest entity and that we are its primary beneficiary because we have the power to direct the activities that most significantly affect its economic performance and have the obligation to absorb losses or the right to receive benefits that could potentially be significant to the Subsidiary. Accordingly, we consolidate the Subsidiary in our condensed consolidated financial statements.
Current wording
ALLR Sponsor, LLC (the “Sponsor”) is our wholly owned subsidiary and serves as the sponsor of Allarity Acquisition Corp. (“Acquisition Corp.”), a special purpose acquisition company. We have determined that Acquisition Corp. is a variable interest entity (“VIE”) and that, through our ownership and control of the Sponsor, we are the primary beneficiary of Acquisition Corp. because we have the power to direct the activities of Acquisition Corp. that most significantly affect its economic performance and have the obligation to absorb losses or the right to receive benefits that could potentially be significant to Acquisition Corp. Accordingly, we consolidate Acquisition Corp. in our condensed consolidated financial statements.
Previous wording
The Subsidiary may incur formation, professional, offering, operating, and other costs. The Subsidiary also may make investments, advances or other capital commitments and may enter into indemnification, reimbursement or support arrangements. Amounts invested or advanced by us or the Subsidiary may not be recoverable, and the Subsidiary may incur additional wind-down, professional or other expenses.
Current wording
The Sponsor and Acquisition Corp. may incur formation, professional, offering, operating and other costs in connection with Acquisition Corp.’s activities. The Sponsor also may make investments, advances or other capital commitments to Acquisition Corp. and may enter into indemnification, reimbursement or support arrangements in connection with those activities. Amounts invested or advanced by us or the Sponsor may not be recoverable, and the Sponsor or Acquisition Corp. may incur additional costs or obligations, including in connection with the completion of a business combination or the wind-down or liquidation of Acquisition Corp.
Previous wording
On February 26, 2026, the board of directors approved a new share repurchase program ("the 2026 Share Repurchase Plan"), 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. For the three months ended June 30, 2026, the Company did not repurchase any shares. 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 Share Repurchase Plan and 65,000 shares were repurchased during March under the 2026 Share Repurchase Plan. As of June 30, 2026, there is $4,928,833 remaining for share repurchases under the 2026 Share Repurchase Plan.
Current wording
On February 26, 2026, the board of directors approved a new share repurchase program ("the 2026 Share Repurchase Plan"), 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. For the three months ended September 30, 2026, the Company did not repurchase any shares. For the nine months ended September 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 Share Repurchase Plan and 65,000 shares were repurchased during March under the 2026 Share Repurchase Plan. As of September 30, 2026, there is $4,928,833 remaining for share repurchases under the 2026 Share Repurchase Plan.