Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On January 19, 2023, Mr. Duncan Moore and Ms. Gail Maderis resigned as
directors of Allarity Therapeutics, Inc. ("the Company"), including their
positions on each Board of Directors (the "Board") committee on which they
serve. In addition, on January 19, 2023, Mr. Soren G. Jensen gave notice that he
will resign as a director, to be effective as of February 4, 2023. The
resignations by Messrs. Moore and Jensen, and Ms. Maderis are for personal
reasons and not due to any disagreement with the Company's management team or
the Company's Board on any matter relating to the operations, policies or
practices of the Company or any issues regarding the Company's accounting
policies or practices.
As a result of the resignations by Mr. Moore and Ms. Maderis, on January 19,
2023, the Board of the Company decreased the fixed number of authorized
directors on the Board from seven (7) to five (5).
Item 5.07. Submission of Matters to A Vote of Security Holders.
The information disclosed in Item 8.01 below is incorporated herein by
reference.
Item 8.01. Other Events
On January 19, 2023, the 2023 Annual Meeting of Stockholders of Allarity
Therapeutics, Inc. ("Annual Meeting") was adjourned with no business being
conducted in order to allow additional time for stockholders to vote on the
proposals set forth in the Company's definitive proxy statement filed with the
Securities and Exchange Commission (the "SEC") on December 6, 2022 (the "Proxy
Statement").
The adjourned Annual Meeting will reconvene on February 3, 2023 at 1:00 p.m.
(Eastern Time) virtually at https://meetnow.global/MRJXJMN. The record date for
the determination of stockholders of the Company entitled to vote at the
adjourned Annual Meeting remains the close of business on December 6, 2022.
Stockholders who have already voted do not need to recast their votes unless
they wish to change their vote. Proxies previously submitted in respect of the
Annual Meeting will be voted at the adjourned Annual Meeting unless properly
revoked, and stockholders who have previously submitted a proxy or otherwise
voted need not take any action. During the period of adjournment, the Company
will continue to solicit votes from its stockholders with respect to the
proposals set forth in the Proxy Statement. No changes have been made in the
proposals to be voted on by stockholders at the Annual Meeting. Company
encourages all stockholders as of the record date on December 6, 2022 who have
not yet voted to do so promptly.
The Company's Proxy Statement, Definitive Additional Materials and any other
materials filed by the Company with the SEC can be obtained free of charge at
the SEC's website at www.sec.gov.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Exhibit Description
99.1 Press Release dated January 20, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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