Allarity Therapeutics, Inc. 8-K

What Happened

• Allarity Therapeutics, Inc. announced on March 6, 2026 that on March 2, 2026 it entered a note purchase agreement with Streeterville Capital, LLC. Under the agreement the company issued (a) an A-1 promissory note with an original principal of $10,930,000 (which includes a $900,000 original-issue discount and $30,000 in lender expense reimbursement) and (b) a secured B promissory note with an original principal of $10,000,000 — a combined principal amount of $20,930,000.
• On closing Streeterville paid $10,000,000 in cash to Allarity and deposited an additional $10,000,000 into an account at Lakeside Bank for Allarity’s newly formed wholly owned subsidiary (ALLR Holdings, LLC), subject to a Deposit Account Control Agreement (DACA).

Key Details

• Dates: Purchase Agreement and notes dated March 2, 2026; Form 8-K filed March 6, 2026.
• Interest & maturity: A-1 note accrues interest at 9.00% p.a.; B note at 5.00% p.a.; unpaid principal, interest and fees are due 18 months after issuance. Prepayment is permitted.
• Lender rights: Beginning six months after issuance, Streeterville may redeem up to $250,000 (plus accrued interest) per calendar month. Trigger events can increase the outstanding balance by 10% per Major Trigger and 5% per Minor Trigger (each limited to three applications). After an uncured default, the lender can accelerate repayment and charge up to 15% p.a. simple interest (or the maximum lawful rate).
• Security and covenants: Transaction secured by the DACA, a guaranty from the subsidiary, and a pledge of all membership interests in the subsidiary. Until obligations are satisfied, Allarity agreed to restrict certain issuances of debt/equity (including many convertible or variable-price instruments) and limit subsidiary activities (no issuance of equity, debt or business operations by ALLR Sub).

Why It Matters

• This transaction provides Allarity with immediate liquidity (at least $10.0M cash received at closing) and access to an additional $10.0M held under lender control, but it also increases the company’s debt load and subjects Allarity to restrictive covenants and lender controls. The interest rates, monthly redemption right and potential Trigger Effect increases mean the company could face higher cash outflows or an increased principal balance if certain prescribed events occur. Investors should note the short (18-month) maturity and the security interests and covenants that could affect future financings or corporate actions.