Hørsholm, Denmark (Novembers 24, 2021) – Allarity Therapeutics A / S (“Allarity” or the “Company”) today announced that the Allarity Board of Directors has exercised the authorization given by the shareholders at the Extraordinary General Meeting held on November 22 2021, to issue new warrants. The board of directors has decided to grant a total of 51,292,653 warrants under a new incentive program for the board of directors, employees and consultants of Allarity. All warrants are issued free of charge and are issued to ensure alignment of interests between employees, management, board of directors and shareholders of the Company as the Company completes its recapitalization, restructuring and migration to the US Nasdaq stock market.
The 51,292,653 warrants to employees, consultants and directors of the company are allocated as follows:
- 46,608,675 warrants are allocated to Company employees, including general management, and to a consultant
- 4,683,978 warrants are allocated to members of the Board of Directors
Each warrant gives the right to subscribe to one share with a nominal amount of DKK 0.05 in Allarity Therapeutics A / S at the following exercise prices:
- For 38,807,413 warrants, the exercise price of each warrants is SEK 0.945 (Grant 1)
- For 7,801,262 warrants, the exercise price of each warrants is SEK 1.592 (Grant 2)
- For 4,683,978 warrants, the exercise price of each warrants is SEK 1.85 (Grant 3)
Applying the Black-Scholes formula, the total fair value of warrants issued subject to grant 1, grant 2 and grant 3 can be calculated at $ 5,143,821, $ 1,034,037 and $ 620,849. (corresponding to DKK 34,172,459, DKK 6,869,520 and DKK 4,124,548), respectively.
The additional terms and conditions applicable to the warrants issued are set out in appendix 14 of the articles of association of Allarity Therapeutics A / S, it being understood, however, that 38,807,413 warrants to employees, including general management, and the consultant will be acquired with 25 % on the grant date and hereafter with 1/36 per month calculated from July 7, 2021, and that 4,683,978 warrants to the members of the board of directors will vest with 25% on the grant date and below with 1/48 per month calculated from November 24, 2021. In addition, 7,801,262 warrants will be deemed fully vested at the time of issue.
In addition to the above, the Board of Directors has decided, with respect to the existing warrants outstanding, that
- With regard to the 3,996,864 BSAs issued under the conditions set out in Appendix 8 of the bylaws, the Board of Directors has decided, in application of article 5 of Appendix 8, that the BSAs may be exercised in a extraordinary exercise window during the period November 23 – December 8, 2021. If these warrants are exercised in full, Allarity A / S will receive cash proceeds of SEK 13,189,651 and the warrants will be replaced by 79,937 Delaware ordinary shares by applying an exchange ratio corresponding to 3,996,864 divided by 50. In the event that these warrants are not exercised, these warrants will lapse and become null and void.
- The Board of Directors has decided that 4,287,381 existing warrants with an exercise price of SEK 2.20 per share under the reorganization swap agreement will be converted into similar instruments of similar value in Allarity. Therapeutics Inc.
- The Board of Directors has decided that 1,980,000 existing warrants with an exercise price of SEK 1.41 per share under the reorganization swap agreement will be converted into similar instruments of similar value in Allarity Therapeutics Inc.
- The Board of Directors has decided that 1,409,555 existing warrants with an exercise price of SEK 2.42 per share under the reorganization swap agreement will be converted into similar instruments of similar value in Allarity Therapeutics Inc.
About Allarity Therapeutics
Allarity Therapeutics A / S (Nasdaq First North Growth Market Stockholm: ALLR.ST) develops personalized cancer treatment drugs guided by its proprietary and highly validated companion diagnostic technology, the DRP® platform. The Company has a mature portfolio of five drug candidates, including: Stenoparib, a PARP inhibitor in Phase 2 development for ovarian cancer; Dovitinib, a pan-TKI under review by the FDA NDA for 3rd-line renal cell carcinoma; IXEMPRA® (Ixabepilone), a microtubule inhibitor approved in the United States for the treatment of second-line metastatic breast cancer and in Phase 2 development, in Europe, for the treatment of the same indication; LiPlaCis®, a liposomal formulation of cisplatin in phase 2 development for metastatic breast cancer; and 2X-111, a liposomal formulation of doxorubicin in phase 2 development for metastatic breast cancer and / or glioblastoma multiforme (GBM). The LiPlaCis® and 2X-111 programs are associated, via an external license, with Smerud Medical Research International AS. In 2021, Allarity resold the worldwide rights to Irofulven, a phase 2 DNA damaging agent for prostate cancer, to Lantern Pharma, Inc. The company has an R&D center in Hoersholm, Denmark. For more information, please visit the company’s website at www.Allarity.com
About the Drug Response Predictor – DRP® Companion Diagnostic
Allarity uses its drug-specific DRP® to screen for patients who, through the genetic signature of their cancer, have a high probability of responding to the specific drug. By screening patients before treatment and treating only patients with a sufficiently high DRP® score, the rate of response to therapy can be significantly increased. The DRP® method is based on the comparison of sensitive and resistant human cancer cell lines, including cell line transcriptomic information combined with clinical tumor biology filters and previous clinical trial results. DRP® is based on messenger RNA from patient biopsies. The DRP® platform has proven its ability to provide a statistically significant prediction of the clinical outcome of drug therapy in cancer patients in 37 of the 47 clinical studies that were reviewed (both retrospective and prospective), including trials of prospective phase 2 of Stenoparib and IXEMPRA®. The DRP® platform, which can be used in all types of cancer and is patented for more than 70 anticancer drugs, has been the subject of numerous publications in the refereed literature.
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This announcement includes forward-looking statements that involve risks, uncertainties and other factors, many of which are beyond Allarity’s control and which could cause actual results to differ materially from the results discussed in the forward-looking statements. Forward-looking statements include statements about Allarity’s plans, objectives, goals, future events, performance and / or other information that is not historical information. All of these forward-looking statements are expressly qualified by these cautionary statements and any other cautionary statements that may accompany forward-looking statements. Allarity assumes no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances after the date of publication, except as required by law.
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Svensk Kapitalmarknadsgranskning AB, Email: [email protected] Phone. : +46 11 32 30 732
This information is information that Allarity A / S is obliged to make public in accordance with the EU Market Abuse Regulation. The information was submitted for publication on November 24, 2021.
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