AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT ALLARITY THERAPEUTICS, INC.Allarity Therapeutics, Inc. • July 11th, 2023 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after April 21, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 10, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), up to _____ shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant supersedes and replaces the original Common Stock Purchase Warrant issued as of April 21, 2023, to purchase ______ (original issuance) shares of common stock of the Company, par v
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 19th, 2024 • Allarity Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of January 18, 2024, between Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 28, 2023, between Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SENIOR CONVERTIBLE NOTE DUE February 13, 2025Allarity Therapeutics, Inc. • February 14th, 2024 • Pharmaceutical preparations • Delaware
THIS SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Senior Convertible Notes of Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), having its principal place of business at 24 School Street, 2nd Floor, Boston, MA 02108, designated as its Senior Convertible Note due February 13, 2025 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2021 • Allarity Therapeutics, Inc. • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 20, 2021, is by and among Allarity Therapeutics, Inc., a Delaware corporation with offices located at 210 Broadway, Ste 201, Cambridge, MA 02139 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 5th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of [●], 2023, between Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF SERIES A COMMON STOCK PURCHASE WARRANT ALLARITY THERAPEUTICS, INC.Allarity Therapeutics, Inc. • December 5th, 2023 • Pharmaceutical preparations
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after [●], 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five -year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 28, 2023, between Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 15th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations
Re: Securities Purchase Agreement, dated as of December ___, 2023 (the “Purchase Agreement”), between Allarity Therapeutics, Inc. (the “Company”) and the purchasers signatory thereto
EMPLOYMENT AGREEMENT BETWEEN Allarity Therapeutics, Inc. AND Joan Y. Brown THIS AGREEMENT MUST BE PROVIDED TO THE EXECUTIVE AT LEAST 10 DAYS PRIOR TO THE EFFECTIVE DATE OF THE AGREEMENTEmployment Agreement • January 19th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is entered into on January 12, 2023, by and between Allarity Therapeutics, Inc., a corporation organized under the laws of the state of Delaware, with an office at 22 School Street, 2nd Floor Boston, MA 02108 (the “Company) and Joan Y. Brown, an individual residing at 5369 Aspen Drive, West Vancouver BC, V7W 3E4, Canada (the “Executive”). Company and Executive may collectively be referred to herein as the “Parties” or separately as a “Party”.
SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 20th, 2021 • Allarity Therapeutics, Inc. • Pharmaceutical preparations
This Second Amendment to the Exclusive License Agreement (“Second Amendment”) effective as of August 3, 2021 (“Second Amendment Effective Date”) is by and between: EISAI INC., with its principal office at 100 Tice Blvd., Woodcliff Lake, NJ 07093, United States of America (“Eisai”) and ALLARITY THERAPEUTICS A/S, with its principal office at Venlighedsvej 1, DK-2970 Hoersholm, Denmark (“Allarity”) (formerly known as Oncology Venture ApS), with reference to the following:
SENIOR CONVERTIBLE NOTE DUE March 14, 2025Allarity Therapeutics, Inc. • March 15th, 2024 • Pharmaceutical preparations • Delaware
THIS SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Senior Convertible Notes of Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), having its principal place of business at 24 School Street, 2nd Floor, Boston, MA 02108, designated as its Senior Convertible Note due March 14, 2025 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
Allarity Therapeutics, Inc.Allarity Therapeutics, Inc. • December 5th, 2023 • Pharmaceutical preparations • New York
FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 18th, 2021 • Allarity Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment (“First Amendment”) to Exclusive License Agreement effective as of Dec,. 11 2020 (“First Amendment Effective Date”) is by and between: EISAI INC., with its principal office at 100 Tice Blvd., Woodcliff Lake, NJ 07093, United States of America (“Eisai”) and ALLARITY THERAPEUTICS A/S, with its principal office at Venlighedsvej I, DK-2970 Hoersholm, Denmark (“Allarity”)(formerly Oncology Venture A/S), with reference to the following:
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 20th, 2021 • Allarity Therapeutics, Inc. • Pharmaceutical preparations • New York
This Exclusive License Agreement (this “Agreement”) is entered into as of July 6, 2017 (the “Effective Date”), between Oncology Venture, ApS, a company organized and existing under the laws of Denmark, whose principal place of business is located at Venlighedsvej 1, DK-2970 Hoersholm, Denmark (“OV”)
ALLARITY THERAPEUTICS, INC. SECURITY AGREEMENTSecurity Agreement • June 30th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Security Agreement (this “Agreement”) is made as of June 29, 2023, by Allarity Therapeutics, Inc, a Delaware corporation (“Allarity”) and Allarity Acquisition Subsidiary, Inc., a Delaware Corporation (the “Allarity Acquisition Sub”, and together with Allarity, the “Company”), in favor of 3i, LP. a Delaware limited partnership (the “Holder”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 17th, 2022 • Allarity Therapeutics, Inc. • Pharmaceutical preparations • New York
This Exclusive License Agreement (this “Agreement”) is entered into as of January 2, 2022 (the “Effective Date”) by and between Allarity Therapeutics A/S, a company incorporated under the laws of Denmark, with its principal place of business at Venlighedsvej 1, DK-2970 Hørsholm, Denmark (“Allarity”), and Oncoheroes Biosciences Inc., a Delaware corporation, with its principal place of business at 62 Cypress St. #5, Brookline, MA 02445 (“Oncoheroes”). Allarity and Oncoheroes are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 20th, 2021 • Allarity Therapeutics, Inc. • Pharmaceutical preparations
This Third Amendment (“Third Amendment”) to Exclusive License Agreement effective as of September 28, 2021 (“Third Amendment Effective Date”) is by and between: SMERUD MEDICAL RESEARCH INTERNATIONAL AS, a company organized and existing under the laws of Norway, with a principal place of business is located at Thunes vei 2, N-0274 Oslo, Norway (“Smerud”) and ALLARITY THERAPEUTICS A/S, a company organized and existing under the laws of Denmark, with a principal place of business at Venlighedsvej 1, DK-2970 Hoersholm, Denmark (“Allarity”)(formerly Oncology Venture A/S), with reference to the following:
LICENSE AGREEMENT between NOVARTIS PHARMA AG and ONCOLOGY VENTURE ApSLicense Agreement • October 20th, 2021 • Allarity Therapeutics, Inc. • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (“License Agreement”) is made as of the 6. day of April, 2018 (“Effective Date”), by and between Novartis Pharma AG, a company organized under the laws of Switzerland and located at Lichtstrasse 35, 4056 Basel, Switzerland (“Novartis”), and Oncology Venture ApS, a company organized under the laws of Denmark, with headquarters at Venlighedsvej 1, DK-2970 Hoersholm, Denmark (“OV”). Novartis and OV are each referred to individually as a “Party” and together as the “Parties.”
ContractLetter Agreement • October 7th, 2022 • Allarity Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 7th, 2022 • Allarity Therapeutics, Inc. • Pharmaceutical preparations
This Second Amendment (“Second Amendment”) to exclusive Development, Option & License Agreement effective as of August 4, 2022 (“Second Amendment Effective Date”) is by and between: R-PHARM U.S. OPERATING, LLC, a limited liability corporation organized and existing under the laws of Delaware, U.S.A, with a principal place of business at 3120 Princeton Pike, Suite 201, Lawrence N.J. U.S.A. (“R-Pharm”) and Allarity therapeutics, inc., a corporation organized and existing under the laws of Delaware, U.S.A, with a principal place of business at 210 Broadway # 201, Cambridge, MA 02139 U.S.A. (“Allarity”)(formerly Allarity Therapeutics A/S and Oncology Venture A/S) together with its wholly-owned subsidiaries, with reference to the following:
COMMON STOCK, PRE-FUNDED WARRANTS AND COMMON STOCK WARRANTSLimited Waiver Agreement • April 25th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations
This Limited Waiver Agreement (the “Waiver”) dated and to be effective as of April 19, 2023, is made by and between Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), and 3i, L.P., a Delaware limited partnership (the “Investor”). The Company and the Investor may also each be referred to herein, individually as a “Party” and collectively as the “Parties.” Unless otherwise defined in this Waiver, capitalized terms have the same meaning as defined in the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Series A COD”), the Securities Purchase Agreement by and between the Parties dated May 20, 2021 (as amended, the “SPA”), the Registration Rights Agreement dated May 20, 2021, (the “2021 RRA”) the common stock purchase warrants dated May 20, 2021, and issued to the Investor (the “Warrants” and together with the Series A COD, SPA and the 2021 RRA, the “PIPE Documents”), the Secured Note Purchase Agreeme
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 22nd, 2021 • Allarity Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of December 17, 2021, is entered into between Allarity Therapeutics A/S, an Aktieselskab organized under the laws of Denmark (“Seller”), and Allarity Therapeutics, Inc., a Delaware corporation (“Parent”), and Allarity Acquisition Subsidiary, Inc., a Delaware corporation to be organized under the laws of Delaware and a wholly-owned Subsidiary of Parent (“Acquisition Sub” or “Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein, as such definitions are identified by the cross-references set forth in Exhibit A attached hereto.
3i, LP LIMITED WAIVER AGREEMENTLimited Waiver Agreement • September 15th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations
This Limited Waiver Agreement (the “Agreement”) dated and to be effective as of September 14, 2023, is made by and between Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), and 3i, LP, a Delaware limited liability company (the “Investor”). The Company and the Investor may also each be referred to herein, individually as a “Party” and collectively as the “Parties.” Unless otherwise defined in this Agreement, capitalized terms have the same meaning as defined in the Securities Purchase Agreement by and between the Parties dated April 19, 2023 (the “April SPA”), and the Securities Purchase Agreement by and between the Parties dated July 5, 2023 (the “July SPA”), and together with the April SPA, the “SPAs”), and the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, as amended (the “Series A COD”), the Securities Purchase Agreement by and between the Parties dated May 20, 2021 (the “2021 SPA”), the Registr
THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • June 7th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations
This Third Amendment (“Third Amendment”) to Exclusive License Agreement effective as of July 12, 2022 (“Third Amendment Effective Date”) is by and between: EISAI INC., with its principal office at 200 Metro Blvd., Nutley, NJ 07110, United States of America (“Eisai”) and ALLARITY THERAPEUTICS, INC., with its principal office at 210 Broadway, Suite #201, Cambridge MA 02139, together with its wholly-owned subsidiaries (“Allarity”)(formerly Oncology Venture A/S), with reference to the following:
LIMITED WAIVER AGREEMENTLimited Waiver Agreement • February 28th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations
This Limited Waiver Agreement ( the “Waiver”), dated and to be effective as of February 28, 2023, is made by and between Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), and 3i, L.P., a Delaware limited partnership (the “Investor”). The Company and the Investor may also each be referred to herein, individually as a “Party” and collectively as the “Parties.” Unless otherwise defined in this Waiver, capitalized terms have the same meaning as defined in the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Series A COD”), the Securities Purchase Agreement by and between the Parties, dated May 20, 2021 (as amended, the “SPA”), the common stock purchase warrants, dated May 20, 2021, and issued to the Investor (the “Warrants” and together with the Series A COD and SPA, the “PIPE Documents”), and the Secured Note Purchase Agreement, dated November 22, 2022, by and between the Parties (the “Note Purchas
SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENTThe Exclusive License Agreement • November 2nd, 2021 • Allarity Therapeutics, Inc. • Pharmaceutical preparations
This Second Amendment to the Exclusive License Agreement (“Second Amendment”) effective as of August 3, 2021 (“Second Amendment Effective Date”) is by and between: Eisai inc., with its principal office at 100 Tice Blvd., Woodcliff Lake, NJ 07093, United States of America (“Eisai”) and Allarity Therapeutics A/S, with its principal office at Venlighedsvej 1, DK-2970 Hoersholm, Denmark (“Allarity”) (formerly known as Oncology Venture ApS), with reference to the following:
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 20th, 2021 • Allarity Therapeutics, Inc.
This Exclusive License Agreement (this “Agreement”) is entered into as of June 25, 2020 (the “Execution Date”), between Oncology Venture A/S, a company organized and existing under the laws of Denmark, whose principal place of business is located at Venlighedsvej 1, DK-2970 Hoersholm, Denmark (“OV”)
LIPLACIS SUPPORT AGREEMENTLiplacis Support Agreement • May 17th, 2022 • Allarity Therapeutics, Inc. • Pharmaceutical preparations
THIS LIPLACIS SUPPORT AGREEMENT (this “Agreement”), dated as of March 28, 2022 (the “Effective Date”), is by and among Allarity Therapeutics Europe ApS, a company organized and existing under the laws of Denmark, with its principal place of business Venlighedsvej 1 DK-2970 Hørsholm, (“Allarity ApS”), Allarity Therapeutics A/S (formerly known as Medical Prognosis Institute A/S), Venlighedsvej 1 DK-2970 Hørsholm (hereinafter “Allarity A/S”, and together with Allarity ApS, “Allarity”), Smerud Medical Research International AS, a company organized and existing under the laws of Norway having an address of Thunes Vei 2, N-0274 Oslo, Norway (“Smerud”), Chosa, ApS, a company organized and existing under the laws of Denmark having an address of Frederiksgade 17, DK-1265 København K (“Chosa”), and LiPlasome Pharma ApS, a company organized and existing under the laws of Denmark having an address of Tabletvej 1 DK-7100 Vejle (“LiPlasome”). Allarity, Smerud, Chosa, and LiPlasome are each referred
EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2024 • Allarity Therapeutics, Inc. • Pharmaceutical preparations
Assignment and Assumption AgreementAssignment and Assumption Agreement • May 17th, 2022 • Allarity Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Assignment and Assumption Agreement (the “Agreement”), effective as of January 2, 2022 (the “Effective Date”), is by and between Allarity Therapeutics A/S, an Aktieselskab organized under the laws of Denmark (“Assignor”), and Allarity Therapeutics, Inc., a Delaware corporation (“Assignee”).
ALLARITY THERAPEUTICS, INC. SECURED NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 30th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Secured Note Purchase Agreement dated as of June 29, 2023 (this “Agreement”), is entered into by and among Allarity Therapeutics, Inc. (the “Company”), and the entity listed on the schedule of investors attached hereto as Schedule I (the “Investor”).
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENTSecurities Purchase Agreement • August 14th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations
This Frist Amendment to Securities Purchase Agreement and Registration Rights Agreement (the “Agreement”) is entered into this 8th day of October, 2021, by and between Allarity Therapeutics, Inc., a Delaware corporation with offices located at 210 Broadway, Ste 201, Cambridge, MA 02139 (the “Company”), Allarity Therapeutics A/S, a Danish public limited company located at Venlighedsvej 1, 2970 Horsholm, Denmark (the “Parent”) and 3i, LP, a Delaware limited partnership with offices located at 140 Broadway, 38th Floor New York, NY 10005 (the “Buyer” and collectively with the Company and the Parent, the “Parties” and each a “Party”).
AMENDMENT TO SENIOR CONVERTIBLE NOTESSenior Convertible Notes • March 1st, 2024 • Allarity Therapeutics, Inc. • Pharmaceutical preparations
This Amendment to Senior Convertible Notes (this “Amendment”) is made and entered into as of February 27, 2024 (“Effective Date”), by and between Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), and 3i, LP, a Delaware limited partnership (the “Holder”). The Company and the Holder are sometimes hereinafter referred to as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 20th, 2021 • Allarity Therapeutics, Inc. • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 20, 2021, is by and among Allarity Therapeutics, Inc., a Delaware corporation with offices located at 210 Broadway, Ste 201, Cambridge, MA 02139 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
