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Form 8-K

sec.gov

8-K — Allarity Therapeutics, Inc.

Accession: 0001213900-26-038061

Filed: 2026-04-01

Period: 2026-03-31

CIK: 0001860657

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0279571-8k_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)

March 31, 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 2.02 Results

of Operations and Financial Condition.

On March 31, 2026, Allarity

Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended December

31, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information contained

in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange

Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release, dated March 31, 2026.

104

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

1

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: April 1, 2026

By:

/s/ Thomas H. Jensen

Thomas H. Jensen

Chief Executive Officer

2

EX-99.1 — PRESS RELEASE, DATED MARCH 31, 2026

EX-99.1

Filename: ea027957101ex99-1.htm · Sequence: 2

Exhibit 99.1

Allarity Therapeutics Reports Full

Year 2025 Financial Results and Corporate Progress

- Strengthened financial position through disciplined cost management, with a year-end 2025 cash position

of $14.7 million and runway into mid-2028

- Received FDA Fast Track designation for stenoparib, enabling accelerated development in advanced ovarian

cancer

- Durable clinical benefit observed in ongoing stenoparib ovarian cancer study, including patients treated

for nearly 30 months, with new Phase 2 protocol implemented

- Expansion of stenoparib development beyond ovarian cancer with the launch of a VA-funded Phase 2 combination

study in recurrent small cell lung cancer

TARPON SPRINGS, Fla., March 31, 2026 – Allarity Therapeutics,

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

to developing stenoparib (2X-121)—a differentiated, dual PARP and WNT pathway inhibitor—today announced financial results

for the year ended December 31, 2025.

“2025 was a year of continued execution and clinical progress

for Allarity as we advanced stenoparib toward pivotal trials, FDA approval and commercialization in ovarian cancer. The FDA’s Fast

Track designation for stenoparib underscores both the encouraging clinical benefit we have observed to date and the significant unmet

medical need in this patient population. Over the course of the year, we initiated enrollment in a new Phase 2 clinical trial protocol

designed to optimize dosing and refine future DRP-based patient selection in platinum-resistant ovarian cancer patients. This protocol

reflects the compelling and durable clinical benefit we have observed throughout 2024 and 2025 and supports the acceleration of stenoparib’s

development,” stated Thomas Jensen, Chief Executive Officer of Allarity Therapeutics.

“Furthermore, we broadened the potential reach of stenoparib

through the launch of our first combination study evaluating stenoparib with temozolomide in recurrent small cell lung cancer in collaboration

with the U.S. Veterans Administration. At the same time, we strengthened the scientific foundation of stenoparib through new mechanistic

research collaborations, expanded the reach of our DRP® companion diagnostic platform through revenue-generating licensing agreements,

and strengthened our leadership team. We achieved this while also reducing cash used in operating activities by approximately $2.4 million.

These achievements position Allarity to deliver meaningful clinical milestones and create long-term value for patients and shareholders

alike.”

Allarity Therapeutics, Inc. I 123 E Tarpon Ave I Tarpon Springs, Florida I U.S.A. I NASDAQ:  ALLR I www.allarity.com

Page 1 of 8

2025 Corporate Highlights and Recent Developments

Clinical and Drug Development Progress

· Stenoparib received Fast Track designation from the U.S. Food and Drug Administration

for the treatment of advanced ovarian cancer, enabling more frequent regulatory engagement and the potential for accelerated review pathways.

· Durable Clinical Benefit as monotherapy dosed twice daily observed: Updated

analyses from the ongoing Phase 2 study in advanced ovarian cancer continued to demonstrate durable clinical benefit in heavily pre-treated

patients. Certain patients have remained on therapy nearly 30 months, highlighting the long-term therapeutic potential of stenoparib in

this population.

· New Trial Protocol Implemented and Enrolling: Following an in-depth review

of maturing clinical data and consultation with leading gynecologic oncologists, the Company implemented a new Phase 2 clinical trial

protocol during 2025 designed to accelerate stenoparib’s development toward pivotal studies, regulatory approval and eventual commercialization.

The protocol focuses on patients with advanced, recurrent platinum-resistant or platinum-ineligible ovarian cancer—a population

with limited therapeutic options—and aims to optimize stenoparib dosing while refining the DRP® companion diagnostic to better

identify patients most likely to benefit from treatment.

· First Combination Trial Launched: During 2025, Allarity announced and initiated

a Phase 2 trial evaluating stenoparib in combination with temozolomide for recurrent small cell lung cancer (SCLC), fully funded by the

U.S. Veterans Administration. This study represents the first clinical evaluation of the stenoparib–temozolomide combination and

expands the development potential of stenoparib beyond ovarian cancer into additional tumor types with significant unmet medical need.

Stenoparib has demonstrated a favorable tolerability profile in clinical studies to date, which may support its use in combination with

DNA-damaging agents such as temozolomide while potentially avoiding the dose-limiting hematologic toxicities that have historically constrained

the use of 1st generation PARP inhibitors in combination regimens. Preparations for the study were completed during 2025, and

the trial subsequently opened for enrollment across 11 VA medical centers in the United States, with the first patients dosed in early

2026.

Allarity Therapeutics, Inc. I 123 E Tarpon Ave I Tarpon Springs, Florida I U.S.A. I NASDAQ:  ALLR I www.allarity.com

Page 2 of 8

· Presentations of Scientific and Clinical Data: The Company presented updated

clinical and scientific data at multiple major oncology conferences during 2025, including the AACR Special Conference on Ovarian Cancer

and the AACR Annual Meeting, highlighting stenoparib’s clinical outcomes as well as the expanding capabilities of the DRP® platform.

Leadership Changes

During 2025, Allarity strengthened its leadership team and governance

structure.

· Jeff Ervin was appointed Chief Financial Officer of Allarity Therapeutics

in July 2025. Mr. Ervin brings nearly two decades of executive leadership experience across healthcare and biotechnology, including previous

roles as Chief Executive Officer of NASDAQ-listed IMAC Holdings and Co-Chief Financial Officer at NYSE-listed DDC Enterprises.

· Jesper Høiland was appointed to the Company’s Board of Directors

in 2025. Mr. Høiland brings more than three decades of global pharmaceutical leadership experience, including senior executive

roles at Novo Nordisk and Ascendis Pharma.

Corporate Development and Financial Strengthening

· DRP® Platform Expansion: Allarity initiated commercial licensing of its

DRP® companion diagnostic platform, marking an important step toward broader external utilization of the Company’s proprietary

patient-selection technology.

· Allarity Medical Laboratory Growth: In connection with the licensing of its

DRP® companion diagnostic platform, Allarity’s Medical Laboratory in Denmark also became a supplier of commercial transcriptomic

analysis services, supporting the generation of laboratory service revenue.

· IP Portfolio Expansion: The Company strengthened its intellectual property

portfolio through the acceptance of an Australian patent covering the stenoparib DRP companion diagnostic.

Allarity Therapeutics, Inc. I 123 E Tarpon Ave I Tarpon Springs, Florida I U.S.A. I NASDAQ:  ALLR I www.allarity.com

Page 3 of 8

· Recent Financing: In March 2026, Allarity closed a $20 million non-convertible

debt financing with Streeterville Capital designed to accelerate the advancement of stenoparib toward pivotal development, FDA approval

and commercialization and extend the Company’s cash runway into mid-2028.

2025 Financial Results

Results of Operations for the Twelve Months Ended December

31, 2025, compared to the Twelve Months Ended December 31, 2024.

Cash Position: As of December 31, 2025, cash totaled $14.7 million,

compared to $19.5 million at December 31, 2024.

Total Liabilities: As of December 31, 2025, liabilities declined

$2.5 million to $8.4 million, compared to $10.8 million on December 31, 2024.

Revenue: The company generated $320 thousand during the fourth

quarter and for the entire year ended December 31, 2025. There was no revenue in 2024.

R&D Expenses: Research and Development (R&D) expenses

were $6.6 million for 2025, compared to $6.1 million for 2024.

G&A Expenses: General and Administrative (G&A) expenses

were $6.3 million for 2025, compared to $11.4 million for 2024.

Net Loss: The net loss attributable to shareholders was $11.2

million for 2025, compared to $25.1 million for 2024, representing an improvement of approximately $4.5 million year-over-year, excluding

a $9.7 million non-cash asset impairment in 2024. The improvement in net loss, $0.78 per share in 2025 compared to $15.65 per share in

2024, reflects continued cost discipline and operational efficiencies as the company advanced the clinical development of stenoparib.

Allarity Therapeutics, Inc. I 123 E Tarpon Ave I Tarpon Springs, Florida I U.S.A. I NASDAQ:  ALLR I www.allarity.com

Page 4 of 8

About Stenoparib/2X-121

Stenoparib is an orally available, small-molecule

dual-targeted inhibitor of PARP1/2 and tankyrase 1/2. At present, tankyrases are attracting significant attention as emerging therapeutic

targets for cancer, principally due 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. By inhibiting PARP and blocking WNT pathway activation, stenoparib’s

unique therapeutic action shows potential as a promising therapeutic for many cancer types, including ovarian cancer, Small Cell Lung

Cancer and colorectal cancer. Allarity has secured exclusive global rights for the development and commercialization of stenoparib, which

was originally developed by Eisai Co. Ltd. and was formerly known under the names E7449 and 2X-121. Allarity has two ongoing Phase 2

trial protocols for stenoparib in Ovarian Cancer patients. In the first, patients who had had 2+ lines of therapy were enrolled on stenoparib

and given drug twice daily. This protocol has been closed to further enrollment but continues for the enrolled patients who are still

receiving benefit from stenoparib administration. The updated data from this study were presented at this AACR special conference on

advances in Ovarian Cancer. Note that, as these data are from an ongoing trial, analyses may change as the study fully matures. An amended

protocol designed expressly to capitalize on the emerging clinical experience with stenoparib in platinum resistant patients began enrolling

patients this summer. This amended protocol enrolls only platinum resistant or platinum-ineligible patients and is designed to accelerate

the clinical development of stenoparib toward FDA approval.

About the Drug Response Predictor – DRP® Companion

Diagnostic

Allarity uses its drug-specific DRP® to select

those patients who, by the gene expression signature of their cancer, may have a high likelihood of benefiting from a specific drug. By

screening patients before treatment, and only treating those patients with a sufficiently high, drug-specific DRP score, the therapeutic

benefit rate may be enhanced. The DRP method builds on the comparison of sensitive vs. resistant human cancer cell lines, including transcriptomic

information from cell lines, combined with clinical tumor biology filters and prior clinical trial outcomes. DRP is based on messenger

RNA expression profiles from patient biopsies. The DRP® platform has shown an ability to provide a statistically significant

prediction of the clinical outcome from drug treatment in cancer patients across dozens of clinical studies (both retrospective and prospective).

The DRP platform, which may be useful in all cancer types and is patented for dozens of anti-cancer drugs, has been extensively published

in the peer-reviewed literature.

Allarity Therapeutics, Inc. I 123 E Tarpon Ave I Tarpon Springs, Florida I U.S.A. I NASDAQ:  ALLR I www.allarity.com

Page 5 of 8

About Allarity Therapeutics

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

company dedicated to developing personalized cancer treatments. The Company is focused on development of stenoparib, a novel PARP/tankyrase

inhibitor for advanced ovarian cancer patients, using its DRP® technology to develop a companion diagnostic that

can be used to select those patients expected to derive the greatest clinical benefit from stenoparib. Allarity is headquartered in the

U.S., with a research facility in Denmark, and is committed to addressing significant unmet medical needs in cancer treatment. For more

information, visit www.allarity.com.

Follow Allarity on Social Media

LinkedIn: https://www.linkedin.com/company/allaritytx/

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 the Company’s current

expectations or forecasts of future events. The words “anticipates,” “believe,” “continue,” “could,”

“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”

“potential,” “predicts,” “project,” “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 continued clinical development of stenoparib (2X-121) in advanced

ovarian cancer and small cell lung cancer; the completion of Phase 2 enrollment; anticipated timing of critical clinical data; preparation

for and timing of End-of-Phase-2 FDA meeting; potential initiation of pivotal development; the development and potential prospective use

of the Company’s DRP® companion diagnostic platform; and potential exploratory development of stenoparib in additional oncology

indications, including other WNT-driven tumor types; the anticipated use of proceeds from the debt financing; and the filing of a Current

Report on Form 8-K. 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 and adversely from those

set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks related

to clinical development and regulatory review, including the possibility that future clinical data, may not support safety, efficacy,

or durability claims; risks that Phase 2 enrollment may not be completed as planned; delays in patient enrollment or trial completion;

risks associated with preparation for or outcome of End-of-Phase-2 FDA meeting; uncertainties regarding potential initiation or timing

of pivotal development; reliance on third-party investigators, clinical sites, and manufacturing partners; the predictive accuracy, regulatory

acceptance, and clinical utility of the DRP® platform; risks related to exploratory development in additional tumor types; and the

Company’s ability to secure sufficient funding or strategic partnerships to support its operations and development plans; risks

relating to the Company’s ability to deploy the proceeds as anticipated, satisfy its obligations under the debt instruments, and

complete and timely file the Form 8-K. For a discussion of other risks and uncertainties, and other important factors, any of which could

cause our actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors”

in our Form 10-K annual report filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2025, and our Form

10-Q quarterly reports filed with the SEC on May 9, 2025, August 15, 2025 and November 14, 2025, available at the SEC’s website

at www.sec.gov, and as well as discussions of potential risks, uncertainties and other important factors in the Company’s subsequent

filings with the SEC. All information in this press release is as of the date of the release, and the Company undertakes no duty to update

this information unless required by law.

###

Company Contact:

investorrelations@allarity.com

Media Contact:

Thomas

Pedersen

Carrotize PR & Communications

+45 6062 9390

tsp@carrotize.com

Allarity Therapeutics, Inc. I 123 E Tarpon Ave I Tarpon Springs, Florida I U.S.A. I NASDAQ:  ALLR I www.allarity.com

Page 6 of 8

ALLARITY THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share and per share

data)

December 31,

December 31,

2025

2024

ASSETS

Current assets:

Cash

$ 14.687

$ 19.533

Receivables from ATM sales

1.416

Other current assets

265

115

Prepaid expenses

2.110

507

Tax credit receivable

866

770

Total current assets

17.928

22.341

Non-current assets:

Property, plant and equipment, net

330

309

Total assets

$ 18.258

$ 22.650

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 4.282

$ 4.182

Accrued expenses and other current liabilities

2.667

5.232

Warrant derivative liability

1

Income taxes payable

81

74

Convertible promissory note and accrued interest

1.400

1.350

Total current liabilities

8.430

10.839

Total liabilities

8.430

10.839

Commitments and contingencies (Note 14)

Stockholders’ equity

Common stock, $0.0001 par value (250,000,000 shares authorized); 19,030,619 and 7,302,797 shares issued and 16,080,980 and 7,302,797 outstanding at December 31, 2025, and December 31, 2024, respectively

3

1

Additional paid-in capital

144.233

131.130

Accumulated other comprehensive loss

(1.021 )

(354 )

Accumulated deficit

(130.197 )

(118.966 )

Treasury stock, at cost; 2,949,639 shares

(3.190 )

Total stockholders’ equity

9.828

11.811

Total liabilities and stockholders’ equity

$ 18.258

$ 22.650

Allarity Therapeutics, Inc. I 123 E Tarpon Ave I Tarpon Springs, Florida I U.S.A. I NASDAQ:  ALLR I www.allarity.com

Page 7 of 8

ALLARITY THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

2025

2024

Revenue:

License Revenue

$ 320

$ —

Total Revenue

320

Operating expenses:

Research and development

6.601

6.096

Impairment of intangible assets

9.703

General and administrative

6.324

11.442

Total operating expenses

12.925

27.241

Loss from operations

(12.605 )

(27.241 )

Other income (expense)

Interest income

801

533

Interest expenses

(185 )

(653 )

Foreign exchange gains (losses)

757

(212 )

Change in fair value adjustment of warrant derivative liabilities

1

2.677

Total other income

1.374

2.345

Loss before income tax expense (benefit)

(11.231 )

(24.896 )

Income tax expense (benefit)

(381 )

Net loss

(11.231 )

(24.515 )

Deemed dividends on Series A Preferred Stock

(299 )

Deemed dividend on Series A Convertible Redeemable Preferred Stock

(562 )

Gain on extinguishment of Series A Preferred Stock

222

Net loss attributable to common stockholders

$ (11.231 )

$ (25.154 )

Net loss per common share, basic and diluted

$ (0,78 )

$ (15,65 )

Weighted average common shares outstanding, basic and diluted

14.378.942

1.606.989

Other comprehensive loss

Net loss

$ (11.231 )

$ (24.515 )

Change in cumulative translation adjustment

(667 )

57

Total comprehensive loss

$ (11.898 )

$ (24.458 )

Allarity Therapeutics, Inc. I 123 E Tarpon Ave I Tarpon Springs, Florida I U.S.A. I NASDAQ:  ALLR I www.allarity.com

Page 8 of 8

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Number 240

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-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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