Allarity Therapeutics : Modification to Rights of Security Holders - Form 8-K

Item 3.03 Material Modification to Rights of Security Holders.

As previously reported on Form 8-K filed with the Securities and Exchange on September 15, 2023 (the "September Form 8-K"), Allarity Therapeutics, Inc. ("we," "our," or the "Company") entered into an inducement offer letter dated September 14, 2023 (the "Inducement Letter") with two holders of our existing warrants issued in connection with a private placement that closed in April 2023 and July 2023 (each, a "Holder"). Pursuant to the terms set forth in the Inducement Letter, among other things, the Company agreed to reduce the exercise price of existing warrants to $1.00, which represented the closing price of the Company's common stock as reported on The Nasdaq Stock Market on September 14, 2023, and to issue new warrants to the Holders at an exercise price of $1.00 upon exercise of their respective existing warrants, subject to the terms and conditions set forth in the Inducement Letter ("Inducement Warrants").

In connection with the Inducement Letter and the transactions contemplated therein, the Company and 3i, LP entered into a limited waiver agreement (the "Waiver") pursuant to which 3i, LP agreed to the filing of a resale registration statement for the shares of common stock issuable upon exercise of the Inducement Warrants which is not otherwise permitted under certain agreements with 3i., LP. In consideration of entering in the Waiver, the Company agreed to amend the conversion price of the Series A Convertible Preferred Stock ("Series A Preferred Stock") to equal $1.00 as soon as practicable.

In connection with the Waiver, on September 22, 2023 the Company filed the Fourth Certificate of Amendment to Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock ("Fourth Amendment") with the Secretary of State of the State of Delaware to reflect the new conversion price of the Series A Preferred Stock of $1.00. The foregoing description of the Fourth Amendment is qualified in its entirety by reference to the complete text of the Fourth Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.