Allarity Therapeutics, Inc. 8-K

What Happened

• Allarity Therapeutics, Inc. filed an 8-K reporting that on January 28, 2026 it entered a Common Stock Purchase Agreement with Tumim Stone Capital LLC. Under the agreement Allarity may, at its option, sell up to the lesser of $6,000,000 of newly issued common stock or an exchange cap (see Key Details) to the investor over time. The company paid a $45,000 commitment fee to Tumim Stone upon signing.

Key Details

• Investor: Tumim Stone Capital LLC; Agreement date: January 28, 2026.
• Maximum potential proceeds: up to $6,000,000 (sales at Company’s election), subject to an Exchange Cap that limits issuance absent shareholder approval to 19.99% of outstanding shares. The Company must seek shareholder approval at its next annual meeting to waive that limit.
• Pricing: shares sold at a discount to VWAP — either 95% of the lowest daily VWAP (one‑day method) or 97% of the lowest daily VWAP (three‑day method).
• Per‑purchase limits: if using one‑day pricing, each sale is capped at the lower of (A) 25% of average daily volume (ADV) or (B) $1,000,000 worth of shares; if using three‑day pricing, capped at the lower of (A) 40% of ADV (or 25% on some markets) or (B) $2,000,000 worth of shares.
• Investor ownership limit: Tumim Stone (with affiliates) may not acquire shares that would raise its ownership above 4.99% (or, if elected by the investor, 9.99%) of outstanding common stock.
• Other: sales subject to Form S-3 limitations; the Purchase Agreement includes customary representations, conditions and termination provisions.

Why It Matters

• This agreement provides Allarity with a committed source of potential equity capital (up to $6M) that the company can draw over time, which can help fund operations without negotiating separate financings each time.
• Draws will dilute existing shareholders when executed; the VWAP-based pricing includes a discount (95%/97%) and per‑purchase volume caps to limit market impact.
• Shareholder approval is required to exceed the Exchange Cap (19.99% of outstanding shares), so material additional issuance under this line may need a vote.
• The commitment fee is $45,000 — small relative to the facility size — but there is no obligation the company must draw funds; actual dilution and timing depend on Allarity’s decisions and market conditions.