Allarity Therapeutics Inc美股招股说明书(2025-09-30版)

1,562,500 Shares of Common Stock Offered by the Selling Stockholder This prospectus relates to the resale, from time to time, by the selling stockholder identified herein, of up to 1,562,500 sharesof common stock, par value $0.0001 per share (the “Common Stock”), of Allarity Therapeutics, Inc. (the “Company”) (collectively,the “Shares”). The shares being registered for resale consist of: ●760,916 shares of Common Stock (the “Common Shares”); and●801,584 shares of Common Stock issuable upon exercise of pre-funded warrants (the “Pre-Funded Warrants”) topurchase up to 801,584 shares of Common Stock at an exercise price of $0.0001 per share (the “Pre-Funded WarrantShares”). The Common Shares and Pre-Funded Warrants were issued to the selling stockholder in a private placement completed onSeptember 23, 2025. The selling stockholder may, from time to time, sell, transfer or otherwise dispose of all or a portion of the securitiesdescribed in this prospectus through public or private transactions, at prevailing market prices or at negotiated prices, and by variousmethods. See “Plan of Distribution” beginning on page10of this prospectus for more information. We are not offering any shares of Common Stock under this prospectus and will not receive any proceeds from the sale of theshares by the selling stockholder. However, we would receive nominal proceeds if all of the Pre-Funded Warrants are exercised forcash. Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “ALLR.” On September 29, 2025,the last reported sale price of our Common Stock on Nasdaq was $1.59 per share. This prospectus provides a general description of the securities being offered. You should carefully read this prospectus,together with the accompanying registration statement and the documents incorporated by reference, before making any investmentdecision. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and are subject to reduced publiccompany reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growthcompany. Investing in our securities involves significant risks. We strongly recommend that you read carefully the risks wedescribe in this prospectus and in any accompanying prospectus supplement, as well as the risk factors that are incorporatedby reference into this prospectus from our filings made with the Securities and Exchange Commission. See “Risk Factors” onpage4of this prospectus. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THISPROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is September 30, 2025 TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATIONiiABOUT THIS PROSPECTUSiiiPROSPECTUS SUMMARY1THE OFFERING3RISK FACTORS4USE OF PROCEEDS5MARKET FOR COMMON STOCK AND DIVIDEND POLICY6DESCRIPTION OF SECURITIES7SELLING STOCKHOLDER9PLAN OF DISTRIBUTION10LEGAL MATTERS12EXPERTS12INCORPORATION OF CERTAIN INFORMATION BY REFERENCE13WHERE YOU CAN FIND ADDITIONAL INFORMATION14 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the documents we have filed with the SEC that are incorporated by reference herein and therein containforward-looking statements within the meaning of Section 27A of theSecurities Actand Section 21E of theSecurities Exchange Actof 1934, as amended (the “Exchange Act”). In addition, from time to time we or our representatives have made or will make forward-looking statements in various other filings that we make with the SEC or in other documents, including press releases or other similarannouncements. Forward-looking statements concern our current plans, intentions, beliefs, expectations and statements of futureeconomic performance. Statements containing terms such as “will,” “may,” “believe,” “do not believe,” “plan,” “expect,” “intend,”“estimate,” “anticipate” and other phrases of similar meaning are considered to be forward-looking statements. Forward-looking statements are based on our assumptions and are subject to known and unknown risks and uncertainties thatcould cause actual results to differ materially from those reflected in or implied by these forward-looking statements. Factors thatmight cause actual results to differ include, among others, those set forth under “Risk Factors” in this prospectus and those discussedin “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in our most recent Annual Report onForm 10-K and subsequent Quarterly Reports on Form 10-Q and in our future periodic reports filed with the SEC, all of which areincorporated by reference herein. Readers are cautioned not to place undue reliance on any forward-looking statements contained inthis prospectus or the documents we have filed with the SEC that are incorp