Allarity Therapeutics, Inc. (ALLR) Earnings Call Transcript & Summary

Hello, and welcome to the 2026 Annual Meeting of Stockholders of Allarity Therapeutics, Inc. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Mr. Thomas H. Jensen. Mr. Jensen, the floor is yours.

Good morning, ladies and gentlemen. I am Thomas H. Jensen, Chief Executive Officer of the company. I will be presiding at this meeting. Along with my fellow directors and executive officers of the company, I would like to welcome you to the 2026 Annual Meeting of Stockholders of Allarity Therapeutics, Inc. We appreciate your attendance, your interest and most importantly, your support of the company. This Annual Meeting of Stockholders is held pursuant to the amended and restated bylaws of the company and written notice, which has been provided to all stockholders of record as of May 7, 2026. Before we begin, I would like to remind you that management's commentary at today's meeting may include forward-looking statements, which, by their nature, are uncertain and outside of the company's control. Although these forward-looking statements are based on management's current expectations and beliefs, actual results may differ materially. For a discussion of some of the factors that could cause actual results to differ, please refer to the Risk Factors section of the company's latest annual and quarterly filings with the SEC. Note also that we assume no obligation to update forward-looking statements, except as required by law. You are participating in the meeting virtually. It is now slightly after 10:00 a.m. Eastern Time, and I call the meeting to order. The polls for voting on all matters are open. After introducing the directors and officers in attendance and dealing with a few procedural matters, we will take up the items to be acted upon. Currently attending the meeting along with myself are Jesper Høiland, Director; Jerry W. McLaughlin, Chairman of the Board and Director; Laura E. Benjamin, Director; Jeffrey S. Ervin, Chief Financial Officer; Steen Knudsen, Chief Scientific Officer; and Jeremy R. Graff, President and Chief Development Officer. We also have representatives of our outside legal counsel here today. Finally, the company has appointed Brian Heffernan of Computershare to act as the Inspector of Elections. Mr. Heffernan is with us today and has taken the oath of Inspector of Elections prior to the meeting. Mr. Ervin, the company's Chief Financial Officer, is hereby appointed and will serve as secretary of the meeting and record the proceedings. The Board has fixed May 7, 2026 as the record date for determining stockholders of record entitled to vote at this meeting. I have the notice of Annual Meeting of Stockholders and affidavit of mailing and affidavit of distribution, which certify that on or about May 15, 2026, the notice of internet availability of proxy materials and/or proxy materials were mailed or otherwise made available to stockholders of record at the close of business on May 7, 2026, the record date for this meeting. I direct that a copy of the notice of the meeting, the affidavit of mailing and the affidavit of distribution be filed as part of the minutes of this meeting. The inspector of elections has the stockholders list of the company as of the close of business on May 7, 2026. The record date for this meeting, which shows the stockholders of record and their respective number of shares of our common stock par value $0.0001 per share, the common stock entitled to vote at this meeting. Mr. Heffernan, will you please report on the number of shares of the company outstanding and entitled to vote at the meeting and report on whether a quorum is present.

As disclosed in the company's proxy statement as of April 29, 2026, there were 15,460,724 shares of common stock issued and outstanding. Based on the tabulation of proxies already received from stockholders of record, more than 1/3 of the voting power of all issued and outstanding stock entitled to vote at this meeting is present by remote communication or represented by proxy.

Thank you, Mr. Heffernan. As a quorum is present for the purpose of conducting business at this meeting, I hereby declare that this meeting is legally convened and ready to conduct business. A report of the inspector of elections will be filed with the minutes of this meeting. If you are a record holder and would like to inspect the company's stockholder list, please submit a question requesting inspection of the stockholder list through the meeting portal, and we will reach out to you with further information. Now I will present the matters to be voted upon. Proposal 1, the director proposal, is the election of one Class I Director, the Board has nominated Jesper Høiland to serve until the 2029 Annual Meeting of Stockholders or until his successor is duly elected and qualified. In accordance with the amended and restated bylaws of the company, stockholders are required to provide advance notice of their intent to nominate candidates for directors. As no other nominations are before the meeting, I declare the nominations for Class I Director closed. Proposal 2, the auditor ratification proposal is to ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Proposal 3, the 2021 amendment proposal is to approve an amendment to our amended and restated 2021 equity incentive plan, the 2021 plan in substantially the form attached to the proxy statement as Appendix A to increase the aggregate number of shares of common stock authorized for grant under the 2021 plan from 1,521,990 to 2,021,990. Proposal 4, the say-on-pay proposal is to approve on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement. Proposal 5, the Nasdaq ELOC proposal, is to approve for purchases (sic) [ purposes ] of Nasdaq Listing Rule 5635(d) the issuance of shares of our common stock pursuant to the common stock purchase agreement dated January 28, 2026, by and between the company and Tumim Stone Capital LLC in excess of the exchange cap. Proposal 6, the officer exculpation amendment proposal is to approve an amendment to the certificate of incorporation in substantially the form attached to the proxy statement as Appendix B to limit the liability of certain officers as permitted by Delaware law. Proposal 7, the adjournment proposal is to approve the adjournment of the annual meeting, if necessary or advisable, to solicit additional proxies in favor of the director proposal, the auditor ratification proposal, the 2021 plan amendment proposal, the say-on-pay proposal, the Nasdaq ELOC proposal or the officer exculpation amendment proposal. As previously announced at the start of this annual meeting, the polls are open. If you previously voted by Internet, telephone, mail or proxy, your vote has already been counted. If your shares are held in street name through a broker, bank or other nominee, your shares will be voted in accordance with the voting instructions provided by that intermediary. If you are a beneficial owner voting during the meeting, you must have registered in advance and receive confirmation to vote online. Stockholders who have sent in proxies are voted by Internet, telephone or mail and do not want to change their vote, do not need to take any further action. Stockholders who have not voted or wish to change their vote have the ability to do so online by following the instructions on the meeting website. For those of you who have not previously voted, please do so now. After voting has been completed on all matters on the agenda, we will close the polls, and the Inspector of Elections will provide the preliminary report. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls for the 2026 Allarity Therapeutics, Inc., Annual Meeting of Stockholders closed at 10:15 a.m. Eastern Time on June 26, 2026. Mr. Ervin, do we have the preliminary voting results?

We do. The votes have been counted and the preliminary report of the Inspector of Elections has been delivered to the company. The preliminary report of the Inspector of Elections indicates that for Proposal 1, Jesper Høiland has been duly elected as Class I director. Mr. Høiland received a plurality of the votes cast by holders of our common stock. Proposal 2, the auditor ratification proposal has been approved by the affirmative vote of the holders of a majority of shares of our common stock present by remote communication or represented by proxy and entitled to vote on the matter. Proposal 3, the 2021 plan amendment proposal, has been approved by the affirmative vote of the holders of a majority of shares of our common stock present by remote communication or represented by proxy and entitled to vote on this matter. Proposal 4, the say-on-pay proposal, has been approved by the affirmative vote of the holders of a majority of shares of our common stock present by remote communication or represented by proxy and entitled to vote on the matter. Proposal 5, the Nasdaq ELOC proposal has been approved by the affirmative vote of the holders of a majority of shares of our common stock present by remote communication or represented by proxy and entitled to vote on the matter. Proposal 6, the officer exculpation amendment proposal has not been approved by the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of our common stock. Finally, Proposal 7, the adjournment proposal, if necessary or advisable, to solicit additional proxies in favor of the director proposal, the auditor ratification proposal, the 2021 plan amendment proposal, the say-on-pay proposal, the Nasdaq ELOC proposal or the officer exculpation amendment proposal has been approved by the affirmative vote of the holders of a majority of shares of our common stock present by remote communication or represented by proxy and entitled to vote on the matter.

Thank you, Mr. Ervin. I hereby request that the final report of the Inspector of Elections be filed with the minutes of this meeting. We will be reporting the final vote results in a Form 8-K to be filed within 4 business days. You have now heard the results of the voting, and this completes the business to be conducted at this meeting. There being no further business to come before the meeting, the 2026 Annual Meeting of Stockholders is now adjourned. Ladies and gentlemen, I would like to take this opportunity to thank you for your attendance and interest in today's meeting.

This concludes the meeting. You may now disconnect.