Form 8-K
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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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
-Publisher SEC
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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.
+ References
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.
+ References
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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-Publisher SEC
-Name Exchange Act
-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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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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