Current Report · Items 5.02, 9.01 · 8-K
Allarity Therapeutics, Inc.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02(e) As previously disclosed, effective June 1, 2024, Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a Management Services Agreement (the “Original MSA”) with Ljungaskog Consulting AB, a Swedish limited liability company (the “Consultant”), owned and managed by Thomas H. Jensen (“Mr. Jensen”), the Company’s Chief Executive Officer.…
Filed Jun 2, 2026Accepted Jun 2, 2026, 5:10 PM EDTCIK 1860657Accession 0001213900-26-064278
Company context
Allarity Therapeutics, Inc. (NASDAQ: ALLR) is a clinical-stage pharmaceutical company focused on developing personalized cancer treatments. The Company is developing stenoparib, a novel PARP/tankyrase inhibitor for patients with advanced ovarian cancer, and is using its proprietary DRP® technology to develop a companion diagnostic designed to identify patients expected to derive the greatest clinical benefit from stenoparib. Allarity’s principal operations are located in Denmark, and its U.S. business address is in Florida. For more information, visit www.allarity.com.
Current securities
Disclosure sections
Items 5.02, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02(e)
As previously disclosed, effective
June 1, 2024, Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a Management Services Agreement
(the “Original MSA”) with Ljungaskog Consulting AB, a Swedish limited liability company (the “Consultant”), owned
and managed by Thomas H. Jensen (“Mr. Jensen”), the Company’s Chief Executive Officer. Effective as of June 1,
2026 (the “A&R Effective Date”), the Company entered into an Amended and Restated Management Services Agreement (the “A&R
MSA”) with the Consultant. The A&R MSA amends and restates the Original MSA in its entirety. Except as described below, the
material terms of the A&R MSA are substantially consistent with the material terms of the Original MSA previously disclosed by the
Company.
Base Compensation and Bonus. Under the A&R MSA, the Monthly Fee is payable in accordance with Attachment B to the A&R MSA, which provides that the Consultant’s
annual base salary for 2026 will be paid 80% in Swedish Krona and 20% in U.S. dollars, equal to SEK 6,000,000 and US$163,043. The A&R
MSA eliminates the one-time $100,000 signing bonus provided under the Original MSA. The A&R MSA further provides that the Company
shall endeavor to issue new annual bonus performance metrics on or before March 31 of each calendar year and, if no new metrics are issued
by that date, the prior calendar year’s bonus performance metrics will apply. The annual bonus will be capped at 60% of the Monthly
Fees paid to the Consultant in a calendar year. If earned, any annual bonus is payable on or before March 15 following the end of the
applicable calendar year.
Termination for Convenience
by the Company. The A&R MSA increases the Company’s notice period for a termination for convenience from 15 days to 30 days.
In addition, upon a termination by the Company for convenience, the Consultant is entitled to the Accrued Payments and a “Termination
Payment” equal to 12 months of the Monthly Fee, payable in semi-monthly installments, subject to the Consultant’s compliance
with surviving obligations, execution of a general release of claims, and cooperation with transition matters and Company investigations
during the payment period. Under the Original MSA, upon a termination by the Company for convenience, the Consultant was entitled only
to the Accrued Payments.
Other Termination Changes. The A&R MSA provides that, upon a termination by the Consultant for convenience, the Company may waive all or a portion of the Consultant’s
30-day notice period. The A&R MSA further provides that, upon a termination by the Consultant for Good Reason, the Consultant is entitled
to the Accrued Payments plus the Termination Payment, subject to the Consultant’s compliance with surviving obligations and execution
of a general release of claims. Under the Original MSA, upon a termination for Good Reason, the Consultant was entitled to the Accrued
Payments plus an additional nine months of the Monthly Fee, subject to similar release and continuing-obligation conditions.
Additional Provisions. The A&R MSA adds provisions addressing Section 409A and Section 280G of the Internal Revenue Code, in each case if the Consultant
is subject to federal income taxation in the United States at the applicable time.
The foregoing description
of the A&R MSA does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R MSA,
a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.