Allarity Therapeutics, Inc.

Except as set forth below, there have been no material changes to the risk factors disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025.

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.

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.

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.

Our obligations under the Streeterville financing may materially impair our liquidity and financing flexibility, and a trigger event or default could result in acceleration, increased amounts owed, enforcement against restricted cash, pledged equity and subsidiary guarantors, and dilution to our stockholders.

On March 2, 2026, we entered into a Note Purchase Agreement with Streeterville Capital, LLC, or Streeterville, under which we issued an A-1 Note and a B Note for aggregate gross proceeds of $20.0 million. The A-1 Note had an initial stated principal amount of approximately $10.93 million, including an original issue discount and transaction-expense reimbursement, bears interest at 9% per annum compounded daily and matures on September 2, 2027. The B Note has a principal amount of $10.0 million, bears interest at 5% per annum compounded daily and also matures on September 2, 2027.

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.

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.

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.

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.

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.*

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.

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.

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.