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

Role
10%+ Owner
Signature
/s/ Leon Sass*
Stock symbol
ALLR
Transactions as of
Dec 20, 2021
Transactions value $
$0
Form type
3
Date filed
12/22/2021, 03:35 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ALLR Common Stock, $0.0001 1.06M Dec 20, 2021 By Sass & Larsen ApS F1, F2, F3
holding ALLR Common Stock, $0.0001 21.5K Dec 20, 2021 Direct F1, 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 shares of the Issuer's Common Stock are directly held by Sass & Larsen ApS. Messrs. Leon Sass and Benny Sass each beneficially own 50% of Sass & Larsen ApS, respectively, and may be deemed to beneficially own such shares of Common Stock held directly by Sass & Larsen ApS.
F3 For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
F4 Mr. Leon Sass directly holds 21,468 shares of the Issuer's Common Stock. Sass & Larsen ApS and Mr. Benny Sass each disclaim beneficial ownership of these shares, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of such reported shares by Mr. Benny Sass and Sass & Larsen ApS for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks:

*Mr. Leon Sass, is signing on behalf of (i) himself as an individual Reporting Person, (ii) Sass & Larsen ApS, in his capacity as Chief Executive Officer, and (iii) on behalf of Mr. Benny Sass as an individual Reporting Person, pursuant to a limited power of attorney granted to Mr. Leon Sass by Mr. Benny Sass. Exhibit 24 - Power of Attorney