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

Signature
/s/ Marie Foegh
Stock symbol
ALLR
Transactions as of
Dec 20, 2021
Transactions value $
$0
Form type
3
Date filed
12/22/2021, 03:33 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ALLR Common Stock, $0.0001 3.99K Dec 20, 2021 Direct F1

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 78.3K $5.16 Direct F2, F3
* 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 option 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.