Allarity Therapeutics, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

The following table provides information with respect to repurchases of shares of common stock by the Company during the three months ended September 30, 2026:

• Cumulative shares represent all shares purchased under the 2026 Share Repurchase Plan since its adoption.

On March 3, 2025, the Company’s board of directors approved the share repurchase program (the "2025 Share Repurchase Plan") with authorization to purchase up to $5 million of the Company’s outstanding shares of common stock. Pursuant to the 2025 Share Repurchase Plan, repurchases of the Company’s common stock were made through open market transactions or other methods as permitted by securities laws and regulations, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The 2025 Share Repurchase Plan was authorized through February 28, 2026; however, the Company is not obligated to acquire any specific number of shares and may be modified, suspended, or discontinued at any time at the Company’s discretion.

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.

Recent Sales of Unregistered Securities

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.

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.