Form 8-K

8-K — Allarity Therapeutics, Inc.

Accession: 0001213900-26-099576

Filed: 2026-09-14

Period: 2026-09-11

CIK: 0001860657

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0305408-8k_allarity.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported)

September 11, 2026

ALLARITY THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41160

87-2147982

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

123 E Tarpon Ave,

Tarpon Springs, FL 34689

(Address of principal executive offices)

(401) 426-4664

(Registrant’s telephone number, including

area code)

Not applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

ALLR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Matters.

On September 11, 2026, Allarity Therapeutics,

Inc. (the “Company”) announced that Allarity Acquisition Corp., a newly formed special purpose acquisition company, has publicly

filed a Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission relating to a proposed initial public offering

of its units. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release, dated September 11, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Allarity Therapeutics, Inc.

Date: September 14, 2026

By:

/s/ Thomas H. Jensen

Thomas H. Jensen

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 11, 2026

EX-99.1

Filename: ea030540801ex99-1.htm · Sequence: 2

Exhibit 99.1

Allarity Therapeutics

Announces Strategic Capital Allocation for Filing of SPAC Registration Statement

TARPON SPRINGS, Fla., September 11, 2026 –

Allarity Therapeutics, Inc. (“Allarity” or the “Company”) (NASDAQ: ALLR), a Phase 2 clinical-stage pharmaceutical

company dedicated to developing stenoparib—a differentiated dual PARP/Wnt pathway inhibitor using its proprietary DRP® technology,

announced that Allarity Acquisition Corp., a newly formed special purpose acquisition company (SPAC), has publicly filed a Registration

Statement on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”)

relating to a proposed initial public offering of its units.

The proposed initial public offering is expected to have a base offering

size of $100 million, or $115 million if the underwriters exercise their over-allotment option in full. Under the terms

of the proposed offering, ALLR Sponsor LLC, a wholly-owned subsidiary of Allarity, is the sponsor of Allarity Acquisition Corp. ALLR Sponsor

LLC is expected to own approximately 25.0% of Allarity Acquisition Corp.’s issued and outstanding ordinary shares following completion

of the offering, subject to the terms described in the Registration Statement.

Allarity Acquisition Corp. may pursue an initial business combination

in any industry, sector or geographic region. Jesper Hoiland, a current board member of Allarity and a former EVP and President of Novo

Nordisk, will serve as Chairman of the board of directors of Allarity Acquisition Corp.

Allarity Acquisition Corp. has applied to list its units on Nasdaq

under the symbol “ALLNU.” Allarity Acquisition Corp. was formed for the purpose of completing an asset or other acquisition,

a merger, share exchange, share purchase, or similar business combination with one or more businesses. Following separation from ALLR,

the Class A ordinary shares and warrants are expected to trade under the symbols “ALLN” and “ALLNW,” respectively.

The offering does not change Allarity’s previously disclosed

expectation that it has sufficient working capital to fund its operations into the summer of 2028.

Maxim Group LLC is acting as sole book-running manager for Allarity

Acquisition Corp.’s initial public offering.

The offering

will be made only by means of a prospectus. When available, copies of the preliminary prospectus related to the proposed initial public

offering by Allarity Acquisition Corp. may be obtained for free by visiting the SEC’s website at www.sec.gov or

from Maxim Group LLC, 405 Lexington Avenue, 2nd Floor, New York, NY 10174, at (212) 895-3745.

The Registration Statement, including a prospectus, which is preliminary

and subject to completion, relating to the securities of Allarity Acquisition Corp. has been filed with the SEC but has not yet become

effective. The securities may not be sold nor may offers to buy may be accepted, prior to the time Registration Statement becomes effective.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of securities

in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under

the securities laws of any such state or jurisdiction.

Page 1 of 3

About Allarity Therapeutics

Allarity Therapeutics, Inc. (NASDAQ: ALLR) is a clinical-stage biopharmaceutical

company focused on developing personalized cancer treatments. The Company is developing stenoparib, a novel PARP/tankyrase inhibitor for

patients with advanced ovarian cancer, and is using its proprietary DRP® technology to develop a companion diagnostic designed to

identify patients expected to derive the greatest clinical benefit from stenoparib. Allarity’s principal operations are located

in Denmark, and its U.S. business address is in Florida. For more information, visit www.allarity.com.

About Stenoparib/2X-121

Stenoparib is an orally available, small-molecule dual-targeted inhibitor of PARP1/2 and tankyrase 1/2. Tankyrases have emerged as potential

therapeutic targets in cancer due in part to their role in regulating the WNT signaling pathway. Aberrant WNT/β-catenin signaling

has been implicated in the development and progression of numerous cancers, including drug-resistant cancers. Through its inhibition of

PARP and the WNT signaling pathway, stenoparib has the potential to provide therapeutic benefit across multiple cancer types, including

ovarian cancer, small cell lung cancer and colorectal cancer.

Allarity has secured exclusive global rights to develop and commercialize

stenoparib, which was originally developed by Eisai Co. Ltd. and was formerly known as E7449 and 2X-121.

Allarity has completed its first Phase 2 trial evaluating stenoparib

in patients with advanced ovarian cancer. The trial demonstrated promising and durable clinical benefit in patients with ovarian cancer

who received two or more prior lines of therapy and were treated with stenoparib twice daily. Updated data from the trial were presented

at the AACR Special Conference on Advances in Ovarian Cancer in September 2025. These analyses remain subject to change as the study data

mature.

Based on the emerging clinical experience with stenoparib, Allarity

developed a new protocol focused on patients with platinum-resistant ovarian cancer, which began enrolling patients in the summer of 2025.

The amended protocol enrolls only platinum-resistant or platinum-ineligible patients and is designed to advance the clinical development

of stenoparib toward potential FDA approval.

In parallel, a separate Phase 2 trial evaluating

stenoparib in combination with temozolomide for patients with relapsed small cell lung cancer, or SCLC, began enrolling in early 2026

and is currently enrolling patients at multiple U.S. Department of Veterans Affairs sites.

About the Drug Response Predictor –

DRP® Companion Diagnostic

Allarity uses its drug-specific DRP® technology to identify patients

who, based on the gene expression signature of their cancer, may be more likely to benefit from a particular drug. By screening patients

before treatment, and selecting those with a sufficiently high, drug-specific DRP score, the DRP technology is designed to increase the

likelihood of therapeutic benefit.

The DRP methodology is based on the comparisons of sensitive and resistant

human cancer cell lines, and incorporates transcriptomic data, clinical tumor biology filters and prior clinical trial outcomes. The DRP

uses messenger RNA expression profiles derived from patient biopsies to generate drug-specific predictive scores.

The DRP® platform has demonstrated the ability to provide statistically

significant predictions of clinical outcome following drug treatment across dozens of retrospective and prospective clinical studies.

The platform is designed for potential application across multiple cancer types, is patented for dozens of anti-cancer drugs and has been

extensively described in peer-reviewed scientific literature.

Page 2 of 3

Forward-Looking Statements

This press release contains forward-looking statements

within the meaning of applicable federal securities laws. Forward-looking statements reflect current expectations or forecasts regarding

future events. The words “anticipates,” “believes,” “continues,” “could,” “estimates,”

“expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,”

“predicts,” “projects,” “should,” “would” and similar expressions may identify forward-looking

statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include,

but are not limited to, statements regarding the proposed initial public offering by Allarity Acquisition Corp., including the anticipated

size, structure, terms, timing and completion of the offering; the effectiveness of the registration statement; the proposed Nasdaq listing

and anticipated commencement of trading; the expected ownership interest of ALLR Sponsor LLC following the offering; and Allarity Acquisition

Corp.’s ability to identify and complete a suitable initial business combination. Any forward-looking statements in this press

release are based on management’s current expectations of future events and are subject to multiple risks and uncertainties that

could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. These risks and

uncertainties include, but are not limited to, the possibility that the registration statement may not become effective, Nasdaq may not

approve the proposed listing, or the proposed offering may be delayed, modified, reduced or abandoned; changes in the proposed size,

structure or terms of the offering or the expected ownership interest of ALLR Sponsor LLC; the risk that Allarity’s at-risk investment

may be lost or may exceed current expectations; the inability of Allarity Acquisition Corp. to identify or complete a suitable initial

business combination within the required period; shareholder redemptions, dilution, conflicts of interest and other risks associated

with SPAC structures; and the potential diversion of management time and resources; and the clinical, regulatory, manufacturing, financing

and commercialization risks associated with stenoparib and the stenoparib-specific DRP® companion diagnostic. For a discussion of

risks and uncertainties and other important factors that could cause actual results to differ materially from those contained in the

forward-looking statements, see the risk factors and other disclosures in Allarity’s filings with the SEC, including its most recent

Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.These filings are available

through the SEC’s website. All information in this press release is as of the date of the release, and the Company undertakes no

obligation to update or revise this information, except as required by applicable law.

###

Company Contact:

investorrelations@allarity.com

Media Contact:

Thomas Pedersen

Carrotize PR & Communications

+45 6062 9390

tsp@carrotize.com

Page 3 of 3

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