Sec Form 3 Filing - Maderis Gail J @ 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 Maderis Gail J 2. Issuer Name and Ticker or Trading Symbol Allarity Therapeutics, Inc. [ ALLR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ALLARITY THERAPEUTICS, INC., 210 BROADWAY, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2021 (Street) CAMBRIDGE,, MA02139 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 Stock Options $ 8.69( 2 ) ( 1 )( 2 )( 3 ) 09/13/2030 Common Stock 400( 2 ) D Stock Options $ 10.11( 2 ) ( 1 )( 2 )( 4 ) 11/23/2026 Common Stock 25,842( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Maderis Gail J C/O ALLARITY THERAPEUTICS, INC. 210 BROADWAY, SUITE 201 CAMBRIDGE,, MA02139 X Signatures /s/ Gail Maderis 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 Reporting Person was originally granted compensatory warrants ("Compensatory Option") by Allarity A/S conferring a right to purchase ordinary shares of Allarity A/S (the "Options"). Upon the Closing, each Compensatory Option converted into an option to purchase a number of shares of Common Stock of Issuer equal to the product (rounded down to the nearest whole number) of (a) the number of ordinary shares of Allarity A/S subject to such Compensatory Option immediately prior to the effective time multiplied by (b) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such Compensatory Warrant immediately prior to the effective time divided by (ii) the Exchange Ratio and converted into U.S. dollars, as further described in the Registration Statement. The exercise price in dollars is based on the exchange rate of 1 USD = 9.15354 SEK which was the exchange rate reported on December 20, 2021 the date of Closing. The exercise price and the number of shares of common stock underlying the stock option reflects the Exchange Ratio adjustment made in connection with the Closing. ( 3 )Stock Option vests at 1/36 per month since November 2020. ( 4 )The stock option vested with respect to 25% of the shares on November 24, 2021, with 75% vesting 1/36 per month monthly thereafter, subject to the Reporting Person's continued service as of each vesting date.

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).

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