James Cullem - Dec 20, 2021 Form 3 Insider Report for Allarity Therapeutics, Inc. (ALLR)

Role: SVP, Chief Business Officer
Signature: /s/ James Cullem
Stock symbol: ALLR
Transactions as of: Dec 20, 2021
Transactions value $: $0
Form type: 3
Date filed: 12/22/2021, 03:31 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	ALLR	Stock Options							Dec 20, 2021	Common Stock	28.2K	$13.22	Direct	F1, F2, F3
holding	ALLR	Stock Options							Dec 20, 2021	Common Stock	133K	$5.16	Direct	F1, F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On December 20, 2021 (the "Closing Date"), Allarity Therapeutics, Inc., a Delaware corporation (the "Issuer") completed the recapitalization share exchange (the "Closing") pursuant to which the Issuer's wholly owned Delaware subsidiary acquired the asset and assumed the liability of assumption of Allarity Therapeutics A/S ("Allarity A/S") in exchange for the Common Stock of the Issuer ("Recapitalization Share Exchange") as described in the Issuer's Registration Statement on Form S-4 (File No. 333-258968 )(the "Registration Statement"). As a result of the Closing, holders of each outstanding ordinary share of Allarity A/S has a right to 0.02 shares of Issuer's Common Stock for each Allarity A/S ordinary share issued and outstanding (the "Exchange Ratio") to the holder.
F2	The Reporting Person was originally granted compensatory warrants ("Compensatory Option") by Allarity A/S conferring a right to purchase ordinary shares of Allarity A/S (the "Options"). Upon the Closing, each Compensatory Option converted into an option to purchase a number of shares of Common Stock of Issuer equal to the product (rounded down to the nearest whole number) of (a) the number of ordinary shares of Allarity A/S subject to such Compensatory Option immediately prior to the effective time multiplied by (b) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such Compensatory Warrant immediately prior to the effective time divided by (ii) the Exchange Ratio and converted into U.S. dollars, as further described in the Registration Statement. The exercise price in dollars is based on the exchange rate of 1 USD = 9.15354 SEK which was the exchange rate reported on December 20, 2021 the date of Closing. The exercise price and the number of shares of common stock underlying the stock option reflects the Exchange Ratio adjustment made in connection with the Closing.
F3	The stock options are 100% vested and exercisable.
F4	The stock options vested with respect to 25% of the shares on July 7, 2021, with 75% vesting 1/36 per month monthly thereafter, subject to the Reporting Person's continued service as of each vesting date. The exercise price and the number of shares of common stock underlying the stock option reflects the Exchange Ratio adjustment made in connection with the Closing.