Minutes of Extraordinary General Meeting held on 22 November 2021
Company Announcement
Minutes of Extraordinary General Meeting held on 22 November 2021
The English part of this parallel document in Danish (attached) and English is an unofficial translation of the original Danish text. In the event of disputes or misunderstandings arising from the interpretation of the translation, the Danish language shall prevail.
Extract from extraordinary general meeting
On 22 November 2021 extraordinary general meeting was held in
Allarity Therapeutics A/S
(the “Company”)
CBR: 28106351
at Mazanti-Andersen Advokatpartnerselskab's address, Amaliegade 10, DK-1256 Copenhagen.
Agenda:
- Election of chairman.
- Approval of recapitalization and share swap (including subproposals 1A, 1B, 1C & 1D).
- Approval of sale of assets to the subsidiary Allarity Sub Inc (1A).
- Proposal to decrease of the Company's share capital by nominal DKK 11,873,736 shares against payment of shares in Allarity Therapeutics Inc. in the ratio 50:1 to the effect that 50 shares of nominal DKK 0.05 confer the right to receive one share in Allarity Therapeutics Inc. Fractional shares will be paid in cash (1B).
- Proposal to decrease of the Company's share capital by nominal DKK 989,478 shares against payment of shares in Allarity Therapeutics Inc. in the ratio 50:1 to the effect that 50 shares of nominal DKK 0.05 confer the right to receive one share in Allarity Therapeutics Inc. Fractional shares will be paid in cash (1B).
- Proposal to decrease of the Company's share capital by nominal DKK 989,478 shares against payment of shares in Allarity Therapeutics Inc. in the ratio 50:1 to the effect that 50 shares of nominal DKK 0.05 confers the right to receive one share in Allarity Therapeutics Inc. Fractional shares will be paid in cash (1B).
- Proposal to decrease of the Company's share capital by nominal DKK 989,478 shares against payment of shares in Allarity Therapeutics Inc. in the ratio 50:1 to the effect that 50 shares of nominal DKK 0.05 confers the right to receive one share in Allarity Therapeutics Inc. Fractional shares will be paid in cash (1B).
- Proposal to decrease of the Company's share capital by nominal DKK 989,478 shares against payment of shares in Allarity Therapeutics Inc. in the ratio 50:1 to the effect that 50 shares of nominal DKK 0.05 confers the right to receive one share in Allarity Therapeutics Inc. Fractional shares will be paid in cash (1B).
- Proposal to decrease of the Company's share capital by nominal DKK 989,478 shares against payment of shares in Allarity Therapeutics Inc. in the ratio 50:1 to the effect that 50 shares of nominal DKK 0.05 confers the right to receive one share in Allarity Therapeutics Inc. Fractional shares will be paid in cash (1B).
- Proposal to decrease of the Company's share capital by nominal DKK 989,478 shares against payment of shares in Allarity Therapeutics Inc. in the ratio 50:1 to the effect that 50 shares of nominal DKK 0.05 confers the right to receive one share in Allarity Therapeutics Inc. Fractional shares will be paid in cash (1B).
- Proposal to decrease of the Company's share capital by nominal DKK 989,478 shares against payment of shares in Allarity Therapeutics Inc. in the ratio 50:1 to the effect that 50 shares of nominal DKK 0.05 confers the right to receive one share in Allarity Therapeutics Inc. Fractional shares will be paid in cash (1B).
- Proposal to decrease of the Company's share capital by nominal DKK 989,478 shares against payment of shares in Allarity Therapeutics Inc. in the ratio 50:1 to the effect that 50 shares of nominal DKK 0.05 confers the right to receive one share in Allarity Therapeutics Inc. Fractional shares will be paid in cash (1B).
- Proposal to approve that the board of directors according to applicable authorization will pass a resolution to pay out as dividends Allarity Therapeutics Inc. shares to shareholders that have not participated in the share swap (1C).
- Proposal to amend the authorization to issue warrants in articles 6.12 of the articles of association to the effect that the board of directors is authorized to issue 2,750,000 (compared to previously 2,049,006.75) warrants with an exercise price of minimum SEK 0.945 and to the effect that second paragraph concerning increase in the share capital is changed from nominal DKK 2,049,006.75 to nominal DKK 2,750,000 (1D).
- Proposal to approve the Nasdaq PIPE proposal, according to which preference A shares are issued in Allarity Therapeutics Inc. that are convertible into common stock Allarity Therapeutics Inc. at USD 9.906 and issuance of 2,018,958 warrants with an exercise price of USD 9.906 (proposal 3).
- Approval of the incentive proposal for Allarity Therapeutics Inc. as set out in Appendix B to the prospectus (proposal 4).
- Other matters (proposal 5).
Re 1
Lars Lüthjohan Jensen, attorney-at-law, was appointed as chairman of the meeting.
The chairman of the meeting stated, with the unanimous consent of the general meeting, that the general meeting was lawfully convened and legally competent to resolve upon the following agenda:
Re 2
The board of directors presented a proposal for shareholder approval concerning the recapitalization and share swap as described in the prospectus attached to the convening notice.
The proposal was presented.
The proposal was adopted unanimously.
Re 3 (proposal 1A)
The board of directors presented a proposal for shareholder approval concerning the assignment by Allarity Therapeutics A/S of assets to Allarity Acquisition Subsidiary Inc. as described in the prospectus, recapitalization agreement and asset purchase agreement.
The proposal was adopted unanimously.
Re 4 (proposal 1B)
The board of directors of the Company proposed for approval the initation of the share swap program and in this connection to decrease the Company’s share capital by nominal DKK 11,873,736 against distribution in kind of 1 share in Allarity Therapeutics Inc. for each 50 shares of nominal DKK 0.05 in Allarity Therapeutics A/S (fractional shares to be paid in cash) to the shareholders of the Company, see article 188(1)(2) of the Danish Companies Act.
The chairman of the meeting presented the proposal to decrease the share capital and the terms thereof, including that
1. the proposal entails a decrease of the Company's share capital by nominal DKK 11,873,736 from nominal DKK 20,189,560 to nominal DKK 8,315,824;
2. the decrease will be made at a rate of 42.11 (rounded) per share of nominal DKK 0.05 corresponding to a value distribution of DKK 500,041,000;
3. the decrease is directed at all shareholders participating in the share swap.
4. the capital decrease is made by payment of shares in Allarity Therapeutics Inc. to the effect that 50 shares of nominal DKK 0.05 confer the right to receive one share in Allarity Therapeutics Inc. with fractional shares being paid in cash. The capital decrease is carried out immediately after expiry of the creditor announcement in connection with the listing of the shares in Allarity Therapeutics Inc. with expected delivery on 20 December 2021.
An evaluation report from EY was presented.
The board of directors informed that
- the resolved capital decrease and the completion hereof in the opinion of the board of directors was advisable, having regard to the Company’s and the group's financial position, and not to the detriment of the Company or its creditors, see articles 193(1) and 179(2) of the Danish Companies Act;
- that the Company's share capital and the reserves that are non-distributable under a statute or the Company's articles of association are covered after the distribution to the shareholders, see article 179(2) of the Danish Companies Act; and
- immediately after the general meeting the board of directors will resolve to complete the capital decrease and make the distribution to the shareholders.
The proposal was adopted unanimously.
Ad 5 (proposal 1B)
The board of directors of the Company proposed for approval the initation of the share swap program and in this connection to decrease the Company’s share capital by nominal DKK 989,478 against distribution in kind of 1 share in Allarity Therapeutics Inc. for each 50 shares of nominal DKK 0.05 in Allarity Therapeutics A/S (fractional shares to be paid in cash) to the shareholders of the Company, see article 188(1)(2) of the Danish Companies Act.
The chairman of the meeting presented the proposal to decrease the share capital and the terms thereof, including that
5. the proposal entails a decrease of the Company's share capital by nominal DKK 989,478 from nominal DKK 8,315,824 to nominal DKK 7,326,346;
6. the decrease will be made at a rate of 42.11 (rounded) per share of nominal DKK 0.05 corresponding to a value distribution of DKK 41,670,000;
7. the decrease is directed at all shareholders participating in the share swap.
8. the capital decrease is made by payment of shares in Allarity Therapeutics Inc. to the effect that 50 shares of nominal DKK 0.05 confer the right to receive one share in Allarity Therapeutics Inc. with fractional shares being paid in cash. The capital decrease is carried out immediately after expiry of the creditor announcement in connection with the listing of the shares in Allarity Therapeutics Inc. with expected delivery on 20 December 2021.
An evaluation report from EY was presented.
The board of directors informed that
- the resolved capital decrease and the completion hereof in the opinion of the board of directors was advisable, having regard to the Company’s and the group's financial position, and not to the detriment of the Company or its creditors, see articles 193(1) and 179(2) of the Danish Companies Act;
- that the Company's share capital and the reserves that are non-distributable under a statute or the Company's articles of association are covered after the distribution to the shareholders, see article 179(2) of the Danish Companies Act; and
- immediately after the general meeting the board of directors will resolve to complete the capital decrease and make the distribution to the shareholders.
The proposal was adopted unanimously.
Re 6 (proposal 1B)
The board of directors of the Company proposed for approval the initation of the share swap program and in this connection to decrease the Company’s share capital by nominal DKK 989,478 against distribution in kind of 1 share in Allarity Therapeutics Inc. for each 50 shares of nominal DKK 0.05 in Allarity Therapeutics A/S (fractional shares to be paid in cash) to the shareholders of the Company, see article 188(1)(2) of the Danish Companies Act.
The chairman of the meeting presented the proposal to decrease the share capital and the terms thereof, including that
9. the proposal entails a decrease of the Company's share capital by nominal DKK 989,478 from nominal DKK 7,326,346 to nominal DKK 6,336,868;
10. the decrease will be made at a rate of 42.11 (rounded) per share of nominal DKK 0.05 corresponding to a value distribution of DKK 41,670,000;
11. the decrease is directed at all shareholders participating in the share swap.
12. the capital decrease is made by payment of shares in Allarity Therapeutics Inc. to the effect that 50 shares of nominal DKK 0.05 confer the right to receive one share in Allarity Therapeutics Inc. with fractional shares being paid in cash. The capital decrease is carried out immediately after expiry of the creditor announcement in connection with the listing of the shares in Allarity Therapeutics Inc. with expected delivery on 20 December 2021.
An evaluation report from EY was presented..
The board of directors informed that
- the resolved capital decrease and the completion hereof in the opinion of the board of directors was advisable, having regard to the Company’s and the group's financial position, and not to the detriment of the Company or its creditors, see articles 193(1) and 179(2) of the Danish Companies Act;
- that the Company's share capital and the reserves that are non-distributable under a statute or the Company's articles of association are covered after the distribution to the shareholders, see article 179(2) of the Danish Companies Act; and
- immediately after the general meeting the board of directors will resolve to complete the capital decrease and make the distribution to the shareholders.
The proposal was adopted unanimously.
Re 7 (proposal 1B)
The board of directors of the Company proposed for approval the initation of the share swap program and in this connection to decrease the Company’s share capital by nominal DKK 989,478 against distribution in kind of 1 share in Allarity Therapeutics Inc. for each 50 shares of nominal DKK 0.05 in Allarity Therapeutics A/S (fractional shares to be paid in cash) to the shareholders of the Company, see article 188(1)(2) of the Danish Companies Act.
The chairman of the meeting presented the proposal to decrease the share capital and the terms thereof, including that
13. the proposal entails a decrease of the Company's share capital by nominal DKK 989,478 from nominal DKK 6,336,868 to nominal DKK 5,347,390
14. the decrease will be made at a rate of 42.11 (rounded) per share of nominal DKK 0.05 corresponding to a value distribution of DKK 41,670,000;
15. the decrease is directed at all shareholders participating in the share swap.
16. the capital decrease is made by payment of shares in Allarity Therapeutics Inc. to the effect that 50 shares of nominal DKK 0.05 confer the right to receive one share in Allarity Therapeutics Inc. with fractional shares being paid in cash. The capital decrease is carried out immediately after expiry of the creditor announcement in connection with the listing of the shares in Allarity Therapeutics Inc. with expected delivery on 20 December 2021.
An evaluation report from EY was presented.
The board of directors informed that
- the resolved capital decrease and the completion hereof in the opinion of the board of directors was advisable, having regard to the Company’s and the group's financial position, and not to the detriment of the Company or its creditors, see articles 193(1) and 179(2) of the Danish Companies Act;
- that the Company's share capital and the reserves that are non-distributable under a statute or the Company's articles of association are covered after the distribution to the shareholders, see article 179(2) of the Danish Companies Act; and
- immediately after the general meeting the board of directors will resolve to complete the capital decrease and make the distribution to the shareholders.
The proposal was adopted unanimously.
Re 8 (proposal 1B)
The board of directors of the Company proposed for approval the initation of the share swap program and in this connection to decrease the Company’s share capital by nominal DKK 989,478 against distribution in kind of 1 share in Allarity Therapeutics Inc. for each 50 shares of nominal DKK 0.05 in Allarity Therapeutics A/S (fractional shares to be paid in cash) to the shareholders of the Company, see article 188(1)(2) of the Danish Companies Act.
The chairman of the meeting presented the proposal to decrease the share capital and the terms thereof, including that
17. the proposal entails a decrease of the Company's share capital by nominal DKK 989,478 from nominal DKK 5,347,390 to nominal DKK 4,357,912
18. the decrease will be made at a rate of 42.11 (rounded) per share of nominal DKK 0.05 corresponding to a value distribution of DKK 41,670,000;
19. the decrease is directed at all shareholders participating in the share swap.
20. the capital decrease is made by payment of shares in Allarity Therapeutics Inc. to the effect that 50 shares of nominal DKK 0.05 confer the right to receive one share in Allarity Therapeutics Inc. with fractional shares being paid in cash. The capital decrease is carried out immediately after expiry of the creditor announcement in connection with the listing of the shares in Allarity Therapeutics Inc. with expected delivery on 20 December 2021.
An evaluation report from EY was presented.
The board of directors informed that
- the resolved capital decrease and the completion hereof in the opinion of the board of directors was advisable, having regard to the Company’s and the group's financial position, and not to the detriment of the Company or its creditors, see articles 193(1) and 179(2) of the Danish Companies Act;
- that the Company's share capital and the reserves that are non-distributable under a statute or the Company's articles of association are covered after the distribution to the shareholders, see article 179(2) of the Danish Companies Act; and
- immediately after the general meeting the board of directors will resolve to complete the capital decrease and make the distribution to the shareholders.
The proposal was adopted unanimously.
Re 9 (proposal 1B)
The board of directors of the Company proposed for approval the initation of the share swap program and in this connection to decrease the Company’s share capital by nominal DKK 989,478 against distribution in kind of 1 share in Allarity Therapeutics Inc. for each 50 shares of nominal DKK 0.05 in Allarity Therapeutics A/S (fractional shares to be paid in cash) to the shareholders of the Company, see article 188(1)(2) of the Danish Companies Act.
The chairman of the meeting presented the proposal to decrease the share capital and the terms thereof, including that
21. the proposal entails a decrease of the Company's share capital by nominal DKK 989,478 from nominal DKK 4,357,912 to nominal DKK 3,368,434;
22. the decrease will be made at a rate of 42.11 (rounded) per share of nominal DKK 0.05 corresponding to a value distribution of DKK 41,670,000;
23. the decrease is directed at all shareholders participating in the share swap.
24. the capital decrease is made by payment of shares in Allarity Therapeutics Inc. to the effect that 50 shares of nominal DKK 0.05 confer the right to receive one share in Allarity Therapeutics Inc. with fractional shares being paid in cash. The capital decrease is carried out immediately after expiry of the creditor announcement in connection with the listing of the shares in Allarity Therapeutics Inc. with expected delivery on 20 December 2021.
An evaluation report from EY was presented.
The board of directors informed that
- the resolved capital decrease and the completion hereof in the opinion of the board of directors was advisable, having regard to the Company’s and the group's financial position, and not to the detriment of the Company or its creditors, see articles 193(1) and 179(2) of the Danish Companies Act;
- that the Company's share capital and the reserves that are non-distributable under a statute or the Company's articles of association are covered after the distribution to the shareholders, see article 179(2) of the Danish Companies Act; and
- immediately after the general meeting the board of directors will resolve to complete the capital decrease and make the distribution to the shareholders.
The proposal was adopted unanimously.
Re 10 (proposal 1B)
The board of directors of the Company proposed for approval the initation of the share swap program and in this connection to decrease the Company’s share capital by nominal DKK 989,478 against distribution in kind of 1 share in Allarity Therapeutics Inc. for each 50 shares of nominal DKK 0.05 in Allarity Therapeutics A/S (fractional shares to be paid in cash) to the shareholders of the Company, see article 188(1)(2) of the Danish Companies Act.
The chairman of the meeting presented the proposal to decrease the share capital and the terms thereof, including that
25. the proposal entails a decrease of the Company's share capital by nominal DKK 989,478 from nominal DKK 3,368,434 to nominal DKK 2,378,986;
26. the decrease will be made at a rate of 42.11 (rounded) per share of nominal DKK 0.05 corresponding to a value distribution of DKK 41,670,000;
27. the decrease is directed at all shareholders participating in the share swap.
28. the capital decrease is made by payment of shares in Allarity Therapeutics Inc. to the effect that 50 shares of nominal DKK 0.05 confer the right to receive one share in Allarity Therapeutics Inc. with fractional shares being paid in cash. The capital decrease is carried out immediately after expiry of the creditor announcement in connection with the listing of the shares in Allarity Therapeutics Inc. with expected delivery on 20 December 2021.
An evaluation report from EY was presented.
The board of directors informed that
- the resolved capital decrease and the completion hereof in the opinion of the board of directors was advisable, having regard to the Company’s and the group's financial position, and not to the detriment of the Company or its creditors, see articles 193(1) and 179(2) of the Danish Companies Act;
- that the Company's share capital and the reserves that are non-distributable under a statute or the Company's articles of association are covered after the distribution to the shareholders, see article 179(2) of the Danish Companies Act; and
- immediately after the general meeting the board of directors will resolve to complete the capital decrease and make the distribution to the shareholders.
The proposal was adopted unanimously.
Re 11 (proposal 1B)
The board of directors of the Company proposed for approval the initation of the share swap program and in this connection to decrease the Company’s share capital by nominal DKK 989,478 against distribution in kind of 1 share in Allarity Therapeutics Inc. for each 50 shares of nominal DKK 0.05 in Allarity Therapeutics A/S (fractional shares to be paid in cash) to the shareholders of the Company, see article 188(1)(2) of the Danish Companies Act.
The chairman of the meeting presented the proposal to decrease the share capital and the terms thereof, including that
29. the proposal entails a decrease of the Company's share capital by nominal DKK 989,478 from nominal DKK 2,378,986 to nominal DKK 1,389,478;
30. the decrease will be made at a rate of 42.11 (rounded) per share of nominal DKK 0.05 corresponding to a value distribution of DKK 41,670,000;
31. the decrease is directed at all shareholders participating in the share swap.
32. the capital decrease is made by payment of shares in Allarity Therapeutics Inc. to the effect that 50 shares of nominal DKK 0.05 confer the right to receive one share in Allarity Therapeutics Inc. with fractional shares being paid in cash. The capital decrease is carried out immediately after expiry of the creditor announcement in connection with the listing of the shares in Allarity Therapeutics Inc. with expected delivery on 20 December 2021.
An evaluation report from EY was presented.
The board of directors informed that
- the resolved capital decrease and the completion hereof in the opinion of the board of directors was advisable, having regard to the Company’s and the group's financial position, and not to the detriment of the Company or its creditors, see articles 193(1) and 179(2) of the Danish Companies Act;
- that the Company's share capital and the reserves that are non-distributable under a statute or the Company's articles of association are covered after the distribution to the shareholders, see article 179(2) of the Danish Companies Act; and
- immediately after the general meeting the board of directors will resolve to complete the capital decrease and make the distribution to the shareholders.
The proposal was adopted unanimously.
Re 12 (proposal 1B)
The board of directors of the Company proposed for approval the initation of the share swap program and in this connection to decrease the Company’s share capital by nominal DKK 989,478 against distribution in kind of 1 share in Allarity Therapeutics Inc. for each 50 shares of nominal DKK 0.05 in Allarity Therapeutics A/S (fractional shares to be paid in cash) to the shareholders of the Company, see article 188(1)(2) of the Danish Companies Act.
The chairman of the meeting presented the proposal to decrease the share capital and the terms thereof, including that
33. the proposal entails a decrease of the Company's share capital by nominal DKK 989,478 from nominal DKK 1,389,478 to nominal DKK 400,000;
34. the decrease will be made at a rate of 42.11 (rounded) per share of nominal DKK 0.05 corresponding to a value distribution of DKK 41,670,000;
35. the decrease is directed at all shareholders participating in the share swap.
36. the capital decrease is made by payment of shares in Allarity Therapeutics Inc. to the effect that 50 shares of nominal DKK 0.05 confer the right to receive one share in Allarity Therapeutics Inc. with fractional shares being paid in cash. The capital decrease is carried out immediately after expiry of the creditor announcement in connection with the listing of the shares in Allarity Therapeutics Inc. with expected delivery on 20 December 2021.
An evaluation report from EY was presented.
The board of directors informed that
- the resolved capital decrease and the completion hereof in the opinion of the board of directors was advisable, having regard to the Company’s and the group's financial position, and not to the detriment of the Company or its creditors, see articles 193(1) and 179(2) of the Danish Companies Act;
- that the Company's share capital and the reserves that are non-distributable under a statute or the Company's articles of association are covered after the distribution to the shareholders, see article 179(2) of the Danish Companies Act; and
- immediately after the general meeting the board of directors will resolve to complete the capital decrease and make the distribution to the shareholders.
The proposal was adopted unanimously.
Re 13 (proposal 1C)
The board of directors proposed that the general meeting approved that the board of directors pursuant to existing authorization could pay out shares in Allarity Therapeutics Inc. to shareholders who did not participate in the share swap.
The proposal was adopted unanimously.
Re 14 (proposal 1D)
The board of directors proposed to authorize the board of directors to issue warrants that confer the right to subscribe up to nominal DKK 2,750,000 without preemptive subscription rights and for the authorization to replace the existing authorization in the articles of association clause 6.12 with the following wording:
"The board of directors is authorized during the period until 30 August 2026 on one or more occasions to issue warrants to the board members, employees, advisors and consultants of the Company or its subsidiaries entitling the holder to subscribe shares for a total of up to nominal value of DKK 2,750,000 without pre-emptive rights for the Company’s shareholders. The exercise price shall not be less than SEK 0.945. The board of directors shall determine the terms for the warrants issued and the distribution hereof.
At the same time, the board of directors is authorized in the period until 30 August 2026 on one or more occasions to increase the Company’s share capital by up to a total nominal value of DKK 2,750,000 without pre-emptive rights for the existing shareholders by cash payment in order to implement the capital increase related to exercise of the warrants. In accordance with this clause the board of directors may increase the share capital with a minimum nominal value of DKK 1 and a maximum nominal value of DKK 2,750,000.
The new shares issued based on exercise of warrants shall be negotiable instruments issued in the name of the holder and registered in the name of the holder in the Company’s register of shareholders. The new shares shall not have any restrictions as to their transferability and no shareholder shall be obliged to have the shares redeemed fully or partly. The shares shall be with the same rights as the existing share capital. The new shares shall give rights to dividends and other rights in the Company from the time which is determined by the Board of Directors in connection with the decision to increase the share capital."¨
Re 15 (proposal 3)
The board of directors proposed that the general meeting approved a proposal for 3i Fund to invest USD 20 million in Allarity Therapeutics Inc. against issuance of preference shares on terms set out in the convening notice, including a subscription price of USD 9.906 and issuance of 2,018,958 warrant.
The proposal was adopted unanimously.
Re 16 (proposal 4)
The board of directors proposed that the general meeting approved a proposal for issuance of warrants under the 2021 Equity Incentive Plan as further described in the convening notice, the prospectus and Annex B.
The proposal was adopted unanimously.
Re 17 (proposal 5)
The were no further business under this item.
The meeting was closed.
as Chairman
___________________
Lars Lüthjohan Jensen
About Allarity Therapeutics
Allarity Therapeutics (Nasdaq First North Growth Market Stockholm: ALLR.ST) develops drugs for personalized treatment of cancer guided by its proprietary drug response predictor technology, the DRP® platform. The company has a mature portfolio of five drug candidates, including compounds in the pre-registration stage. The product portfolio includes: stenoparib (2X-121), a PARP inhibitor in Phase 2 for ovarian cancer; dovitinib, a pan-TKI in post-Phase 3 for renal cell carcinoma; IXEMPRA® (Ixabepilone), a microtubule inhibitor approved in the U.S. for the treatment of breast cancer; LiPlaCis®, a liposomal formulation of cisplatin in Phase 2 trials for breast and prostate cancer, currently being developed by Smerud Medical Research International; and 2X-111, a liposomal formulation of doxorubicin under manufacturing for Phase 2 in breast cancer, currently being developed by Smerud Medical Research International. In 2021, Allarity sold the global rights to Irofulven, a DNA damaging agent in Phase 2 for prostate cancer, back to Lantern Pharma, Inc.
About the Drug Response Predictor – DRP® Companion Diagnostic
Allarity uses its drug specific DRP® to select those patients who, by the genetic signature of their cancer, are found to have a high likelihood of responding to the specific drug. By screening patients before treatment, the response rate can be significantly increased. The DRP® method builds on the comparison of sensitive vs. resistant human cancer cell lines, including genomic information from cell lines combined with clinical tumor biology and prior clinical trial outcomes. DRP® is based on messenger RNA from the patient’s biopsies. DRP® has proven its ability to provide a statistically significant prediction of the clinical outcome from drug treatment in cancer patients in nearly 40 clinical studies that were examined, including an ongoing, prospective Phase 2 trial. The DRP® platform can be used in all cancer types and is patented for more than 70 anti-cancer drugs.
Follow us on social media:
Facebook: https://www.facebook.com/AllarityTx/
LinkedIn: https://www.linkedin.com/company/allaritytx/
Twitter: https://twitter.com/allaritytx
Important Information About the Recapitalization Share Exchange and Where to Find It
Parts of this interim report relates to a proposed Recapitalization transaction between Allarity Therapeutics, Inc., a Delaware corporation and a wholly owned subsidiary of Allarity Therapeutics A/S. A full description of the terms and conditions of the Plan of Reorganization and Asset Purchase Agreement constituting the recapitalization has been provided in a registration statement on Form S-4 (Registration No. 333-258968) filed with the U.S. Securities and Exchange Commission (SEC) by Allarity Therapeutics, Inc., that includes a prospectus with respect to the securities to be issued in connection with the recapitalization, and information with respect to an extraordinary meeting of Allarity Therapeutics A/S shareholders to vote on the recapitalization and related transactions. Allarity Therapeutics, Inc. and Allarity Therapeutics A/S urges its investors, shareholders and other interested persons to read the information statement and prospectus as well as other documents filed with the SEC because 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 information statement and prospectus included in the registration statement was distributed to shareholders of Allarity Therapeutics A/S, by press release and published on Allarity Therapeutics A/S website: https://allarity.com/press-release/notice-of-the-extraordinary-general-meeting-of-shareholders-of-allarity-therapeutics-a-s-to-be-held-on-november-22-2021/. Shareholders will also be able to obtain a copy of the Form S-4 registration statement, including the information statement and prospectus, and other documents filed with the SEC without charge, by directing a request to: Allarity Therapeutics A/S at Venlighedsej 1, 2970 Horsholm, Denmark. The preliminary and definitive information statement and prospectus included in the registration statement can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participation in the Solicitation
Allarity Therapeutics, Inc., Allarity Therapeutics A/S, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies or consents from Allarity Therapeutics A/S shareholders in connection with the proposed transaction. A list of the names of the directors and executive 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 may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Allarity Therapeutics, Inc. (“Allarity US”) and Allarity Therapeutics A/S (“Allarity A/S”). These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Allarity A/S’s securities, (ii) the failure to satisfy the conditions to the consummation of the transaction as contemplated in the Plan of Reorganization and Asset Acquisition Agreement (the “Recapitalization Agreement”), by the shareholders of Allarity A/S, the satisfaction of the conditions to the Recapitalization Agreement, including the listing of Allarity US common stock on the Nasdaq Stock Market and the receipt of certain governmental and regulatory approvals, (iii) the inability to complete the 3i Fund investment in connection with the transaction, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Recapitalization Agreement, (v) the effect of the announcement or pendency of the transaction on Allarity A/S business relationships, operating results and business generally, (vi) risks that the proposed transaction disrupts current plans and operations of Allarity A/S and potential difficulties in Allarity A/S employee retention as a result of the transaction, (vii) the outcome of any legal proceedings that may be instituted against Allarity A/S or against Allarity US related to the Recapitalization Agreement or the transaction, (viii) the ability to obtain the listing of Allarity US’s securities on a national securities exchange, (ix) the price of Allarity US’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Allarity US plans to operate or Allarity A/S operates, variations in operating performance across competitors, changes in laws and regulations affecting Allarity US’s or Allarity A/S’s business and changes in the combined capital structure, (x) the ability to implement business plans, forecasts, and other expectations after the completion of the transaction, and identify and realize additional opportunities, and (xi) the risk of downturns and a changing regulatory landscape in Allarity US’s highly competitive industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Allarity US’s registration statement on Form S-4 discussed above and other documents filed by Allarity US from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law Allarity US and Allarity A/S assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Allarity US nor Allarity A/S gives any assurance that either Allarity US or Allarity A/S or the recapitalized company will achieve its expectations.
Any financial projections in this communication are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Allarity US’s and Allarity A/S’s control. While all projections are necessarily speculative, Allarity US and Allarity A/S believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of projections in this communication should not be regarded as an indication that Allarity US and Allarity A/S, or their representatives, considered or consider the projections to be a reliable prediction of future events.
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Investor Contacts:
[email protected]
Media Contact:
Thomas Pedersen
Carrotize PR & Communications
+45 6062 9390
[email protected]
Certified Adviser:
Svensk Kapitalmarknadsgranskning AB, Email: [email protected]. Tel: +46 11 32 30 732
The information was submitted for publication on November 22, 2021.
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