Allarity Therapeutics Announces Shareholder Acceptance of Share Exchange Offer and Launches Company Delisting from Nasdaq First North



Press release

Hørsholm, Denmark (December 11, 2021) – Allarity Therapeutics A / S (“Allarity A / S” or the “Company”) today announced that more than 94% of the Company’s shareholders have accepted the share exchange offer, announced on November 24 and expired on December 9, pending reconciliation. Given the very high acceptance rate, the Board of Directors has decided to carry out the Share Exchange Offer to date.

In addition, on the basis of the very high acceptance rate, the Board of Directors of the Company has decided to request the delisting of the Company’s shares from Nasdaq First North Growth Market Sweden (“Nasdaq First North”) under the market change related to the recapitalization and reorganization (“Recapitalization”) into a US holding company (Allarity Therapeutics, Inc., a Delaware company) and listing on the US stock market Nasdaq, first announced on May 21, 2021.

The Share Exchange Offer is being made in order to achieve the Recapitalization, as approved by the shareholders at the extraordinary general meeting of November 22, 2021.

The company will immediately file a demand letter with Nasdaq First North requesting delisting with a last trading day scheduled on or around December 20, 2021, pending exchange approval. The delisting process of Allarity Therapeutics A / S does not influence the first day of listing of Allarity Therapeutics, Inc. shares on the US Nasdaq stock market scheduled for December 21, 2021.

About Allarity Therapeutics

Allarity Therapeutics A / S (Nasdaq First North Growth Market Stockholm: ALLR.ST) develops personalized cancer treatment drugs guided by its proprietary and highly validated companion diagnostic technology, the DRP® Platform. The Company has a mature portfolio of five drug candidates, including: Stenoparib, a PARP inhibitor in Phase 2 development for ovarian cancer; Dovitinib, a pan-TKI in preparation for NDA submission to the FDA as 3e online therapy for renal cell carcinoma; IXEMPRA® (Ixabepilone), a microtubule inhibitor approved in the United States for the 2sd line of treatment for metastatic breast cancer in Phase 2 development, in Europe, for the treatment of the same indication; LiPlaCis®, a liposomal formulation of cisplatin in phase 2 development for metastatic breast cancer; and 2X-111, a liposomal formulation of doxorubicin in phase 2 development for metastatic breast cancer and / or glioblastoma multiforme (GBM). LiPlaCis® and the 2X-111 programs are associated, via an external license, with Smerud Medical Research International AS. In 2021, Allarity resold the worldwide rights to Irofulven, a phase 2 DNA damaging agent for prostate cancer, to Lantern Pharma, Inc. The company has an R&D center in Hoersholm, Denmark.

For more information, please visit the company’s website at www.Allarity.com

About the Drug Response Predictor – DRP® Companion diagnosis

Allarity uses its drug-specific DRP® to select patients who, by the genetic signature of their cancer, have a high probability of responding to the specific drug. By screening patients before treatment and only treating patients with a sufficiently high DRP® score, the therapeutic response rate can be significantly increased. PRD® The method is based on the comparison of sensitive and resistant human cancer cell lines, including transcriptomic information from cell lines combined with clinical tumor biology filters and previous clinical trial results. PRD® is based on messenger RNA from patient biopsies. PRD® The platform has proven its ability to provide a statistically significant prediction of the clinical outcome of drug therapy in cancer patients in 37 of the 47 clinical studies reviewed (both retrospective and prospective), including the ongoing prospective phase 2 trials of Stenoparib. and IXEMPRA®. PRD® The platform, which can be used in all types of cancer and is patented for more than 70 anti-cancer drugs, has been widely published in the peer-reviewed literature.

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Important information about the recapitalization share swap and where to find it

This press release relates to a proposed recapitalization transaction between Allarity Therapeutics, Inc., a Delaware company and a wholly owned subsidiary of Allarity Therapeutics A / S. A full description of the terms and conditions of the reorganization plan and the asset purchase agreement constituting the recapitalization has been provided in a registration statement on Form S-4 (registration number 333-258968) filed to the United States Securities and Exchange Commission (SEC) by Allarity Therapeutics, Inc., which includes a prospectus regarding the securities to be issued in connection with the recapitalization, and information regarding a special meeting of shareholders of Allarity Therapeutics A / S to vote on recapitalization and related operations. Allarity Therapeutics, Inc. and Allarity Therapeutics A / S urge its investors, shareholders and others to read the Information Statement and Prospectus and other documents filed with the SEC, as these documents contain important information about Allarity Therapeutics, Inc., Allarity Therapeutics A / S, and the Recapitalization Transaction. The registration statement was declared effective on November 5, 2021, and the definitive prospectus and prospectus included in the registration statement were distributed to the shareholders of Allarity Therapeutics A / S, by press release and published. on the Allarity Therapeutics A / S website: https: //allarity.com/press-release/notice-of-the-extraordinary-general-meeting-of-shareholders-of-allarity-therapeutics-as-to- be-held-on-november-22-2021 /. Shareholders will also be able to obtain a free copy of the Form S-4 registration statement, including the disclosure statement and prospectus, as well as other documents filed with the SEC, by directing a request to: Allarity Therapeutics A / S at Venlighedsej 1, 2970 Horsholm, Denmark. The preliminary and final disclosure statement and the prospectus included in the registration statement can also be obtained, free of charge, from the SEC’s website (www.sec.gov).

Participation in the call for tenders

Allarity Therapeutics, Inc., Allarity Therapeutics A / S and their respective directors and officers may be considered participants in the solicitation of proxies or consents from the shareholders of Allarity Therapeutics A / S in connection with the proposed transaction. A list of the names of the directors and officers of Allarity Therapeutics, Inc. and Allarity Therapeutics A / S and information regarding their interests in the Recapitalization Transaction is contained in the Information Statement and Prospectus. You can get free copies of these documents as described in the previous paragraph.

Forward-looking statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide Allarity’s current expectations or forecasts regarding future events. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intention”, “could”, “could”, “predict”, “project” , “Should”, “should” and similar expressions may identify forward-looking statements, but the absence of such words does not mean that a statement is not forward-looking. These forward-looking statements include, without limitation, statements relating to the Company’s NDA submission for dovitinib and its PMA submission for the drug-specific DRP.® companion diagnostic for dovitinib, any statement relating to ongoing clinical trials for stenoparib for the treatment of advanced ovarian cancer, or ongoing clinical trials (in Europe) for IXEMPRA® for the treatment of metastatic breast cancer and the efficacy claims of the Company’s DRP® Companion diagnostic platform to predict whether a particular patient is likely to respond to a specific drug. All forward-looking statements contained in this press release are based on management’s current expectations regarding future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those stated or implied by these forward-looking statements. statements. These risks and uncertainties include, but are not limited to, the risk that the results of a clinical study do not necessarily predict the final outcome and that one or more of the clinical outcomes may change significantly as a result of more comprehensive reviews of patients. data, and as more patient data becomes available, the risk that the results of a clinical study are subject to interpretation and further analysis may be required and / or may contradict those results, obtaining approval regulatory for dovitinib or one of our other therapeutic candidates or, if approved, the successful commercialization of these products, the risk of discontinuation or delay of any of the ongoing or planned clinical trials and / or of our development of our product candidates, the risk that the results of previously conducted studies may not be repeated or observed in current or future studies involved nt our therapeutic candidates, and the risk that the current COVID-19 pandemic will impact the Company’s current and future clinic, all trials and timing of preclinical studies and other Company operations. For a discussion of other risks and uncertainties, and other important factors, each of which could cause our actual results to differ from those contained in forward-looking statements, see the section entitled “Risk Factors” in our registration statement. form S-1. filed with the Securities and Exchange Commission, available on the Securities and Exchange Commission website at www.sec.gov, along with discussions of potential risks, uncertainties and other important factors in filings the Company’s subsequent records with the Securities and Exchange Commission. All information in this press release is as of the date of publication, and the Company does not undertake to update this information, except as required by law.

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Company details :

Jens knudsen
Financial director
investor [email protected]

Investor Relations:

Chuck padala
LifeSci Advisors
[email protected]sors.com

American media Contact:

Mike Beyer
Sam Brown, Inc.
+1 (312) 961-2502
[email protected]

EU Media contact

Thomas pedersen
Carrotize public relations and communications
+45 6062 9390
[email protected]


Certified advisor:

Svensk Kapitalmarknadsgranskning AB, Email: [email protected] Phone. : +46 11 32 30 732

This information is information that Allarity A / S is obliged to make public in accordance with the EU Market Abuse Regulation. The information was submitted for publication on December 11, 2021.

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