Sec Form 3 Filing - Sass Leon @ Allarity Therapeutics, Inc. - 2021-12-20

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sass Leon 2. Issuer Name and Ticker or Trading Symbol Allarity Therapeutics, Inc. [ ALLR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) VESTERGARDSVEJ 6 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2021 (Street) GREVE, G7DK-2670 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.0001 1,064,770( 1 ) I By Sass & Larsen ApS( 2 )( 3 ) Common Stock, $0.0001 21,468( 1 ) D( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sass Leon VESTERGARDSVEJ 6 GREVE, G7DK-2670 X Sass & Larsen ApS VESTERGARDSVEJ 6 GREVE, G7DK-2670 X Sass Benny VESTERGARDSVEJ 6 GREVE, G7DK-2670 X Signatures /s/ Leon Sass* 12/22/2021 Signature of Reporting Person Date /s/ Sass & Larsen ApS, by: Leons Sass, Chief Excutive Officer* 12/22/2021 Signature of Reporting Person Date /s/ Leon Sass, Attorney-in-fact for Benny Sass* 12/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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