Form S-1/A Allarity Therapeutics, (2024)

As filed with the Securities and ExchangeCommission on April 17, 2024.

Registration No. 333-275224

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 5 TO

FORM S-1
REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Allarity Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

24 School Street, 2^nd Floor
Boston, MA 02108
Telephone: (401) 426-4664
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Thomas H. Jensen

Chief Executive Officer
c/o Allarity Therapeutics, Inc.
24 School Street, 2^nd Floor
Boston, MA 02108
Telephone: (401) 426-4664

(Name, address, including zip code, and telephonenumber, including area code, of agent for service)

Copies to:

William N. Haddad

Arif Soto
Venable LLP
151 W. 42^nd Street, Floor 49
New York, NY 10036
(212) 307-5500

Approximate date of commencement of proposedsale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registeredon this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the followingbox.☐

If this Form is filed to register additional securitiesfor an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box andlist the Securities Act registration statement numberof the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule12b-2of the Exchange Act.

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this RegistrationStatement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment whichspecifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct of 1933, as amended or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a), may determine.

The information in this prospectusis not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and ExchangeCommission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securitiesin any state where the offer or sale is not permitted.

5,000,000 Shares

Common Stock

Allarity Therapeutics, Inc.

We are offering 5,000,000 shares of our commonstock at an assumed public offering price of $2.00 per share, the last reported sale price of our common stock as reported on the NasdaqCapital Market (“Nasdaq”) on April 15, 2024. The actual public offering price per share of common stock will be determinedbetween us and the underwriters at the time of pricing and may be at a discount to this assumed offering price. Therefore, the assumedpublic offering price used throughout this prospectus may not be indicative of the final offering price.

The Nasdaq Listing Qualifications staff isseeking delisting of our shares of Common Stock, subject to an extension granted to us until April 24, 2024 to regain compliance underthe applicable Nasdaq listing rules. Our shares of Common Stock are listed on Nasdaq under the symbol “ALLR.” On April 15,2024, the last reported sale price of our Common Stock on Nasdaq was $2.00 per share. Except as otherwise indicated herein, all informationin this prospectus, including the number of shares of our Common Stock that will be outstanding after this offering, gives effect tothe 1-for-35 reverse stock split effected on March 24, 2023; the 1-for-40 reverse stock split effected on June 28, 2023; and the 1-for-20reverse stock split was effected on April4, 2024 (collectively, the “Share Consolidations”).

As of April 16, 2024, 3i, LP (“3i”),the sole holder of our Series A Preferred Stock and holder of a warrant to purchase 36,933 shares of Common Stock at $1.93 per share,subject to adjustment upon closing of this offering, may participate in this offering on the same terms and conditions as other purchasers,and we intend to use the proceeds from the sale of securities to 3i (the “3i Proceeds”), if any, to repurchase a portionof the shares of Series A Preferred Stock owned by 3i.

We are an “emerginggrowth company” and a “smaller reporting company” under applicable U.S. Securities and Exchange Commission (the “SEC”)rules and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectus and futurefilings. See the discussions in the section titled “Summary – Implications of Being an Emerging Growth Company and a SmallerReporting Company.”

Investing in our securities involves a highdegree of risk. See section titled “Risk Factors” beginning on page 7.

We have granted a 45-dayoption to the representative of the underwriters to purchase up to 714,286 additional shares of common stock solely to cover over-allotments,if any.

Neither the SEC nor anystate securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the sharesto purchasers on or about , 2024.

The date of this prospectusis, 2024.

TABLE OF CONTENTS

We incorporate by referenceimportant information into this prospectus. You may obtain the information incorporated by reference without charge by following theinstructions under “Where You Can Find More Information.” You should carefully read this prospectus as well as additionalinformation described under “Incorporation of Certain Information by Reference,” before deciding to invest in ourshares of Common Stock.

Neither we nor the placementagent has authorized anyone to provide you with information other than that contained in this prospectus or any free writing prospectusprepared by or on behalf of us or to which we have referred you. We and the placement agent take no responsibility for, and can provideno assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers tobuy, the securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurateonly as of the date on the front cover page of this prospectus, or other earlier date stated in this prospectus, regardless of the timeof delivery of this prospectus or of any sale of our securities.

No action is being taken inany jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectusin that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to informthemselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

When used herein, unless thecontext requires otherwise, references to the “Company,” “Allarity,” “we,” “our” and “us”refer to Allarity Therapeutics, Inc., a Delaware corporation.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-lookingstatements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties.Forward-looking statements provide current expectations or forecasts of future events. Forward-looking statements include statements aboutAllarity’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts.The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,”“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,”“project,” “should,” “would” and similar expressions may identify forward-looking statements, butthe absence of these words does not mean that a statement is not forward-looking. These statements speak only as of the date of this prospectusand involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievementsto be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.These statements are based upon information available to us as of the date of this prospectus, and while we believe such information formsa reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicatethat we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. In addition to factorsidentified under the section titled “Risk Factors” in this prospectus, factors that may impact such forward-lookingstatements include:

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These forward-looking statementsare based on information available as of the date of this prospectus, and current expectations, forecasts and assumptions, and involvea number of risks and uncertainties. We do not assume any obligation to update any forward-looking statements. Accordingly, forward-lookingstatements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to updateforward-looking statements to reflect events or circ*mstances after the date they were made, whether as a result of new information, futureevents or otherwise, except as may be required under applicable securities laws.

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MARKET AND INDUSTRY DATA

This prospectus contains estimates,projections and other information concerning our industry, our business and the markets for our therapeutic candidates, including dataregarding the estimated size of such markets and the incidence of certain medical conditions. We obtained the industry, market and similardata set forth in this prospectus from our internal estimates and research and from academic and industry research, publications, surveysand studies conducted by third parties, including governmental agencies. In some cases, we do not expressly refer to the sources fromwhich this data is derived. Information that is based on estimates, forecasts, projections, market research or similar methodologies isinherently subject to uncertainties and actual events or circ*mstances may differ materially from events and circ*mstances that are assumedin this information. While we believe our internal research is reliable, such research has not been verified by any third party.

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RISK FACTORS

An investment in our securitiesis subject to a number of risks, including risks related to this offering, our business and industry, as well as risks related to ourshares of Common Stock. You should carefully consider all of the information in this prospectus and the documents incorporated by referenceinto this prospectus, including our financial statements and related notes, before making an investment in our securities. The occurrenceof any of the adverse developments described in the following risk factors and risk factors incorporated by reference could materiallyand adversely harm our business, financial condition, results of operations or prospects. In that case, the trading price of our sharesof Common Stock could decline, and you may lose all or part of your investment. In addition, please read the information in the sectionentitled “Risk Factors” and “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the yearended December 31, 2023, which is incorporated herein by reference, for a more thorough description of these and other risks.

Risks Related to Owning our Securities and this Offering

If we fail to satisfy Nasdaq continuedlisting requirements and do not regain compliance, our shares of Common Stock will be delisted.

Ifwe fail to meet any other Nasdaq listing requirements and do not regain compliance, we may be subject to delisting by Nasdaq. In theevent our shares of Common Stock are no longer listed for trading on Nasdaq, our trading volume and share price may decrease and youmay have a difficult time selling your shares of Common Stock. In addition, we may experience difficulties in raising capital which couldmaterially adversely affect our operations and financial results. Further, delisting from Nasdaq markets could also have other negativeeffects, including potential loss of confidence by partners, lenders, suppliers, and employees. Finally, delisting could make it harderfor you and the Company to sell the securities and hard for us to raise capital.

We may not apply the 3i Proceeds in a mannerthat will increase the value of your investment.

We intend to use the 3iProceeds received in this offering to repurchase a portion of the shares of Series A Preferred Stock owned by 3i. The use of the 3i Proceedsto purchase a portion of their shares of Series A Preferred Stock instead of using such proceeds for working capital or otherwise infurtherance of the Company’s business objectives may not increase the value of your investment.

Because the public offering price ofour shares of Common Stock will be substantially higher than the pro forma as adjusted net tangible book value per share of our outstandingshares of Common Stock following this offering, new investors will experience immediate and substantial dilution.

Theassumed public offering price of the shares of our Common Stock is substantially higher thanthe pro forma as adjusted net tangible book value per share of our Common Stock immediatelyfollowing this offering based on the total value of our tangible assets less our total liabilities.Therefore, assuming the sale of all shares of Common Stock offered hereby, you will sufferimmediate and substantial dilution of $2.31 in the pro forma as adjusted net tangible bookvalue per share of Common Stock as of December 31, 2023, based on the assumed public offeringprice of $2.00, which is the last reported sale price of our shares of Common Stock on Nasdaqon April 15, 2024. Therefore, if you purchase shares of our Common Stock in this offering,you will pay a price per share that substantially exceeds our pro forma as adjusted net tangiblebook value per share after this offering. See the section titled “Dilution”below for a more detailed discussion of the dilution you will incur if you participate inthis offering.

We have granted certain rights to certainholders of our securities which limits our ability to raise funds from the sale of our securities. Upon the closing of this offering,the exercise price of the Exchange Warrant will be subject to adjustment based on the public price of this offering.

Holders of our sharesof Series A Preferred Stock, Existing Warrants, Inducement Warrants and Exchange Warrant have certain rights that limit our ability toraise funds from the sale of our securities. Under the Exchange Agreement, subject to certain exceptions, we agreed that so long as anyholder of Series A Preferred Stock beneficially owns any shares of Series A Preferred Stock, the Company will not, without the priorwritten consent of certain holders of Series A Preferred Stock, issue any Series A Preferred Stock. The Company also agreed that neitherthe Company nor any of its subsidiaries would issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (orannounce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linkedor related security (including, without limitation, any “equity security” except for the April Offering (any such issuance,offer, sale, grant, disposition or announcement (whether occurring during certain restricted period or at any time thereafter). Therefore,so long as there are any shares of Series A Preferred Stock outstanding, we must receive the consent of the required holder of the SeriesA Preferred Stock prior to undertaking any offering.

Furthermore, under the termsof the Exchange Warrant, if we sell securities below the exercise price of the respective warrant, then the exercise price of the ExchangeWarrant is subject to an adjustment based on the purchase price of the securities. The exercise of such securities based on the downwardadjusted exercise price or conversion price will result in issuance of additional securities and additional dilution to our stockholders.

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We received a request for documents fromthe SEC in the investigation known as “In the Matter of Allarity Therapeutics, Inc.,” and, separately, a letter from Nasdaq,regarding the same matter, the consequences of which are unknown.

In January 2023, we receiveda request to produce documents from the SEC that stated that the staff of the SEC is conducting an investigation known as “In theMatter of Allarity Therapeutics, Inc.” to determine if violations of the federal securities laws have occurred. The documents requestedappear to focus on submissions, communications and meetings with the FDA regarding our NDA for Dovitinib or Dovitinib-DRP. The SEC letteralso stated that investigation is a fact-finding inquiry and does not mean that the SEC has concluded that the Company or anyone elsehas violated the laws. As a result of the disclosure of the SEC request, the Nasdaq staff has requested us to provide them with the informationrequested by the SEC. We are providing the information requested by the SEC and Nasdaq staff.

We do not know when the SEC’sor Nasdaq’s investigation will be concluded or what action, if any, might be taken in the future by the SEC, Nasdaq or their staffas a result of the matters that are the subject to its investigation or what impact, if any, the cost of continuing to respond to inquiriesmight have on our financial position or results of operations. We have not established any provision for losses in respect of this matter.In addition, complying with any such future requests by the SEC or Nasdaq for documents or testimony would distract the time and attentionof our officers and directors or divert our resources away from ongoing business matters. This investigation may result in significantlegal expenses, the diversion of management’s attention from our business, could cause damage to our business and reputation, andcould subject us to a wide range of remedies, including enforcement actions by the SEC or delisting proceedings by Nasdaq. There can beno assurance that any final resolution of this or any similar matters will not have a material adverse effect on our financial conditionor results of operations.

If our business developments and achievementsdo not meet the expectations of investors or securities analysts or for other reasons the expected benefits do not occur, the marketprice of shares of our Common Stock traded on Nasdaq may decline.

If our business developmentsand achievements do not meet the expectations of investors or securities analysts, the market price of shares of our Common Stock tradedon Nasdaq may decline. The trading price of shares of our Common Stock could be volatile and subject to wide fluctuations in responseto various factors, some of which are beyond our control. Any of the factors listed below could have a negative impact on your investmentin our securities and our securities may trade at prices significantly below the price you paid for them. In such circ*mstances, thetrading price of our securities may not recover and may experience a further decline.

Factors affecting the tradingprice of our securities may include:

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In addition, in the past,stockholders have initiated class action lawsuits against biopharmaceutical and biotechnology companies following periods of volatilityin the market prices of these companies’ stock. Such litigation, if instituted against us, could cause us to incur substantial costsand divert management’s attention and resources from our business.

The price of shares of our Common Stockhas fluctuated substantially.

The price of shares ofour Common Stock has fluctuated substantially. Therefore, some investors who have purchased our Common Stock at high prices face therisk of losing a significant portion of their original investment if they have to sell at a time when the price of shares of our CommonStock has declined. In addition, the volatility of our stock price could cause other consequences including causing a short squeeze dueto the difference in investment decisions by short sellers of shares of our Common Stock and buy-and-hold decisions of longer investors.

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You should consider aninvestment in our securities to be risky, and you should invest in our securities only if you can withstand a significant loss and widefluctuations in the market value of your investment. Some factors that may cause the market price of shares of our Common Stock to fluctuate,in addition to the other risks mentioned in this “Risk Factors” section and elsewhere in this prospectus, are:

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In addition, if the marketfor stocks in our industry or industries related to our industry, or the stock market in general, experiences a loss of investor confidence,the trading price of shares of our Common Stock could decline for reasons unrelated to our business, financial condition and resultsof operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful,could be costly to defend and a distraction to management.

We are subject to penalties if we fail tomeet certain conditions of the Certificate of Designations of the Series A Preferred Stock.

We are authorized to issue up to 500,000 sharesof preferred stock, 20,000 shares of which have been designated as Series A Preferred Stock. As of April 15, 2024, there are 66 sharesof Series A Preferred Stock outstanding. We could issue a series of preferred stock that could, depending on the terms of the series,impede or discourage an acquisition attempt or other transaction that some, or a majority, of the holders of shares of our Common Stockmight believe to be in their best interests or in which the holders of shares of our Common Stock might receive a premium over the marketprice of the shares of Common Stock. Additionally, the issuance of preferred stock may adversely affect the rights of holders of sharesof our Common Stock by restricting dividends on shares of our Common Stock, diluting the voting power of shares of our Common Stock orsubordinating the liquidation rights of shares of our Common Stock.

If certain defined “triggeringevents” defined in the Series A COD occur, such as a failure to convert the Series A Preferred Stock into shares of our CommonStock when a conversion right is exercised, failure to issue shares of our Common Stock when the Exchange Warrant is exercised, failureto declare and pay to any holder any dividend on any dividend date, then we may be required to pay a dividend on the stated value ofeach share of Series A Preferred Stock in the amount of 18% per annum, but paid quarterly in cash, so long as the triggering event iscontinuing.

As a result of these orother factors, the issuance of the Series A Preferred Stock could diminish the rights of holders of shares of our Common Stock, or delayor prevent a change of control of the Company, and could have an adverse impact on the market price of shares of our Common Stock.

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Our continued operations are dependent onus raising capital.

We will need to raise additionalcapital after this offering to support our operations and to execute our business plan. We will be required to pursue sources of additionalcapital through various means, including debt or equity financings. Any new securities that we may issue in the future may be sold onterms more favorable for our new investors than the terms of this offering. Newly issued securities may include preferences, superiorvoting rights, and the issuance of warrants or other convertible securities that will have additional dilutive effects. We cannot assurethat additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable tous and may cause existing shareholders both book value and ownership dilution. Further, we may incur substantial costs in pursuing futurecapital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and othercosts. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertiblenotes and warrants, which will adversely impact our financial condition and results of operations. Our ability to obtain needed financingmay be impaired by such factors as the weakness of capital markets, and the fact that we have not been profitable, which could impactthe availability and cost of future financings. If the amount of capital we are able to raise from financing activities is not sufficientto satisfy our capital needs, we may have to reduce our operations accordingly.

Future sales, or the perception of futuresales, by us or our stockholders in the public market could cause the market price for shares of our Common Stock to decline.

The sale of shares of ourCommon Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares ofour Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equitysecurities in the future at a time and at a price that it deems appropriate.

Asof April 15, 2024, we had (i) 66 shares of Series A Preferred Stock outstanding that could be converted into 30,991 shares of CommonStock based upon a conversion price of $2.30 and stated value of $1,080, subject to adjustment; (ii) 12,778 shares of Common Stock issuableupon exercise of warrants to purchase shares of Common Stock at an exercise price of $20.00 per share which were issued in a public offeringthat closed in April 2023 and July 2023; (iii) 1,716,183 shares of Common Stock issuable upon exercise of a warrant to purchase sharesof our Common Stock at an exercise price of $2.30 per share issued pursuant to a Modification and Exchange Agreement dated April 20,2023, as amended; (iv) 243,889 shares of Common Stock issuable upon exercise of warrants to purchase shares of our Common Stock at anexercise price of $20.00 per share issued to the September Investors; and (v) $1,500,039 in convertible debt, convertible at $2.30 fortotal common shares of 652,191. The holder of the Series A Preferred Stock and holders of our warrants and convertible debt may convert,exercise or exchange their securities into shares of our Common Stock, which sales thereof could adversely affect the market price ofshares of our Common Stock, and dilute stockholders ownership of shares of our Common Stock.

Because there are no current plans to paycash dividends on shares of our Common Stock for the foreseeable future, you may not receive any return on investment unless you sellyour shares of Common Stock for a price greater than that which you paid for it.

We intend to retain futureearnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeablefuture. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our Board of Directorsand will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions andother factors that our Board of Directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants ofany existing and future outstanding indebtedness we or our subsidiaries incur or from restrictions imposed by any preferred stock wemay issue in the future. As a result, you may not receive any return on an investment in shares of our Common Stock unless you sell yourshares of Common Stock for a price greater than that which you paid for it.

We may incur substantial penalties ifwe fail to maintain the effectiveness of our registration statement covering the resale of shares of our Common Stock issued to 3i, uponconversion of our Series A Preferred Stock, and the shares of Common Stock issuable upon the exercise of the Inducement Warrants by theSeptember Investors.

Under the terms of theFirst Amendment to Registration Right Agreement with 3i dated April 20, 2023 (“Amended RRA”) with 3i, if we fail to maintainthe effectiveness of the registration statement beyond defined allowable grace periods, we will incur certain registration delay paymentsequal to 2% of 3i’s investment that has not yet been converted to shares of Common Stock and sold pursuant to the registrationstatement upon our failure to maintain the effectiveness of the registration statement and every 30 days thereafter. For example, asa result of the Company’s delay in filing its periodic reports with the SEC in 2022, a Triggering Event under Section 5(a)(ii)of the Original Series A COD, occurred on or about April 29, 2022, and that in consideration for the Registration Delay Payments thatthe Company was obligated to pay under the Amended RRA, and additional amounts the Company was obligated to pay under the Original SeriesA COD, together with 3i’s legal fees incurred in the preparation of the Forbearance Agreement and Waiver dated April 27, 2022,the Company agreed to pay 3i an aggregate amount of $538,823 which was paid pursuant to that certain Forbearance Agreement and Waiverwith 3i. In addition, if we fail to file a registration statement related to the Exchange Shares and Exchange Warrants by a specificdate pursuant to the Modification and Exchange Agreement, we will incur registration delay payments equal to 2% of 3i’s investmenton the date of the filing failure and each thirty-day period thereafter until the filing failure is cured.

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In connection with the InducementWarrants, we agreed to file a Resale Registration Statement on or before October 15, 2023, and to use commercially reasonable effortsto have such Resale Registration Statement declared effective by the SEC within 90 days following the date of the issuance of the InducementWarrants and to keep the Resale Registration Statements effective at all times until no holder of the Inducement Warrants owns any InducementWarrants or Inducement Warrant Shares. We also granted liquidated damages to the September Investors in the event of (i) a Public InformationFailure or (ii) a Stockholder Approval Failure, and the September Investors are unable to sell their Inducement Warrant Shares. In eitherevent, or both events, we will be required to pay the September Investors an amount in cash equal to 1.5% of the aggregate exercise priceof the Inducement Warrants held by the Holder on the day of a Public Information Failure and/or Stockholder Approval Failure and on every30th day (pro rated for periods totaling less than 30 days) thereafter until the Public Information Failure and Stockholder Approval Failureare cured.

There is no assurance that an activeand liquid trading market in shares of our Common Stock will develop.

Even though our sharesof Common Stock are listed on Nasdaq, there can be no assurance that any broker will be interested in trading shares of our Common Stock.Therefore, it may be difficult to sell any shares you acquire if you desire or need to sell them. We cannot provide any assurance thatan active and liquid trading market in our shares of Common Stock will develop or, if developed, that the market will continue.

Our Certificate of Incorporation and ourbylaws, and Delaware law, may have anti-takeover effects that could discourage, delay or prevent a change in control, which may causeour stock price to decline.

OurCertificate of Incorporation and our bylaws could make it more difficult for a third-partyto acquire us, even if closing such a transaction would be beneficial to our stockholders.We are authorized to issue up to 500,000 shares of preferred stock, of which 20,000 shareshave been designated as Series A Preferred Stock, of which 66 are outstanding as of April15, 2024, 200,000 shares have been designated as Series B Preferred Stock, $0.0001 par valueper share (“Series B Preferred Stock”) of which none are issued and outstanding,and 50,000 shares have been designated as Series C Preferred Stock, none of which are issuedand outstanding. The remaining preferred stock may be issued in one or more series, the termsof which may be determined at the time of issuance by our Board of Directors without furtheraction by stockholders. The terms of any series of preferred stock may include voting rights(including the right to vote as a series on particular matters), preferences as to dividend,liquidation, conversion and redemption rights and sinking fund provisions. The issuance ofany preferred stock could materially adversely affect the rights of the holders of sharesof our Common Stock, and therefore, reduce the value of shares of our Common Stock. In particular,specific rights granted to future holders of preferred stock could be used to restrict ourability to merge with, or sell our assets to, a third-party and thereby preserve controlby the present management.

Provisions of our Certificateof Incorporation, bylaws and Delaware law also could have the effect of discouraging potential acquisition proposals or making a tenderoffer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Such provisions may alsoprevent or frustrate attempts by our stockholders to replace or remove our management. In particular, our Certificate of Incorporationand bylaws and Delaware law, as applicable, among other things:

Our Certificate of Incorporation designatesthe Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court forthe District of Delaware) as the exclusive forum for certain types of claims that the federal courts do not have exclusive jurisdiction,which may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable.

Article Fourteenth of ourCertificate of Incorporation specifies that, unless we consent in writing to the selection of an alternative forum, the court of Chanceryof the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware)shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (a) any derivative action or proceeding brought onour behalf; any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us orto our stockholders; (b) any action asserting a claim against us arising pursuant to the Delaware General Corporation Law (“DGCL”)or Certificate of Incorporation or our bylaws; or (c) or any action asserting a claim against us that is governed by the internal affairsdoctrine. There is uncertainty as to whether a court would enforce this provision with respect to claims under the Securities Act wherethe state courts have concurrent jurisdiction and our stockholders cannot waive compliance with the federal securities laws and the rulesand regulations thereunder. The exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forumthat it finds favorable for disputes against us and our directors, officers and other employees, which may discourage such lawsuits, ormay require increased costs to bring a claim. The exclusive forum provision does not apply to actions brought to enforce a duty or liabilitycreated by the Exchange Act or any other claim for which federal courts have exclusive jurisdiction.

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USE OF PROCEEDS

We estimate that the netproceeds from the sale of the 5,000,000 shares of common stock we are offering will be approximately $8.9 million. If the underwritersfully exercise the over-allotment option, the net proceeds of the common stock we sell will be approximately $10.3 million. “Netproceeds” is what we expect to receive after deducting the underwriting discounts and commissions and estimated offering expensespayable by us.

We intend to use a portionof the net proceeds of this offering towards potential payments under license agreements, continuation of our stenoparib clinical trials,payment of outstanding account payables and accrued liabilities, and working capital and general corporate purposes. The use of proceedsand payments therefrom will depend on the actual amount of the net proceeds we will receive from the offering and will be subject tothe discretion of and timing by the Board of Directors.

In addition, 3i may participatein this offering on the same terms and conditions as other purchasers, and we intend to use the 3i Proceeds, if any, to repurchase aportion of the shares of Series A Preferred Stock owned by 3i.

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CAPITALIZATION

The following table sets forth our cash andcapitalization as of December 31, 2023:

You should read the forgoing table together with“Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Company” andour consolidated financial statements and related notes appearing in our Form 10-K for the year ended December 31, 2023, incorporatedby reference to this prospectus.

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A $0.50 increase (decrease) in the assumedpublic offering price per share of Common Stock and common warrants of $2.00, which was the last reported sale price of shares of ourCommon Stock on Nasdaq on April 15, 2024, would increase (decrease) each of cash, Common Stock and additional paid-in capital, totalstockholders’ equity and total capitalization on a pro forma as adjusted basis by approximately $2,312,500, assuming that the numberof shares of Common Stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting theplacement agent fee and estimated offering expenses payable by us.

The table and discussion above is based on294,347 shares of Common Stock outstanding as of December31, 2023, and excludes the following:

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DILUTION

If you invest in our securitiesin this offering, your ownership interest will be diluted immediately to the extent of the difference between the assumed public offeringprice per share of our Common Stock and the pro forma as adjusted net tangible book value per share of our Common Stock immediately afterthis offering.

Our historical net tangible book value as ofDecember 31, 2023, was ($12,622,000), or ($42.88) per share, based on 294,347 shares of our Common Stock outstanding as of that date.Our historical negative net tangible book value is the amount of our total tangible assets less our total liabilities. Historical negativenet tangible book value per share represents our historical negative net tangible book value divided by the 294,347 shares of our CommonStock outstanding as of December 31, 2023. After giving effect to (i) the issuance of 14,598 shares of Common Stock pursuant to the conversionof 121 Series A Preferred stock at $8.95 per share; (ii) the issuance of 12,494 shares of Common Stock pursuant to the conversion of81 Series A Preferred stock at $7.00 per common share; (iii) the issuance of 14,500 common shares at $6.26 per share in payment of asettlement agreement with our former CEO; (iv) the issuance of 1,135,236 shares of our Common Stock pursuant to an ATM facility thatare on deposit with the Company’s broker who is currently selling them on a daily basis at the market price pursuant to the termsof the ATM facility which facility provides for the sale of up to $3 million in shares of our Common Stock to be sold at the currentmarket price, less 3% in commission (all ATM sales reflect all share consolidations); (v) the issuance of 390,148 common shares pursuantto the conversion of 1,149 shares of Series A Preferred stock at $2.30 - $4.20 per share; (vi) the issuance of 84,712 shares of CommonStock pursuant to the cashless exercise of 200,000 Exchange Warrants at $3.95 per share; (vii) the issuance of convertible debt in theamount of $1.54 million; and (viii) the cash redemption of $502,000 in convertible debt. The convertible debt was received in three trancheson January 18, February 13, and March 14 of $440,000, $440,000, and $660,000 respectively. The three tranches of convertible debt wereoriginally convertible into 49,151 common shares at $8.95 each; 54,321 common shares at $8.10 each; and 94,259 shares of our Common Stockat $7.00 each; subject to adjustment. As of April 15, 2023, and following a price reset, the convertible debt balance of $1,084,14 isconvertible to 561,665 common share at $1.93 per share. All convertible debt has a term of one year and accrues interest at 8% per annumbased on a 360 day year; our pro forma net tangible book value would have been ($10,892,000), or ($5.60) per share of our Common Stock.

After giving effect to the sale of shares ofour Common Stock and common warrants in this offering at an assumed public offering price of $2.00, the closing sale price per shareof our Common Stock on April 15, 2024, assuming no sale of the prefunded warrants, and after deducting the estimated placement agentfees and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2023 would havebeen approximately ($1,977,000), or ($0.28) per share. This represents an immediate increase in pro forma net tangible book value of$5.31 per share to existing stockholders and an immediate dilution of $2.28 per share to new investors. The following table illustratesthis per share dilution:

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A $0.50 increase (decrease) in the assumedpublic offering price of a share of Common Stock and the accompanying common warrants, assuming that the number of shares of Common Stockoffered by us, as set forth on the cover page of this prospectus, remains the same, assuming no exercise of any common warrants, andafter deducting the estimated placement agent fees and expenses, would increase or decrease our pro forma as adjusted net tangible bookvalue to approximately $336 thousand or $0.06 per share and ($4.29) million or ($0.50) per share, respectively, representing an immediatedilution of approximately $2.44 and $2.00 per share, respectively, to new investors purchasing shares of our Common Stock in this offering.

The table and discussion above are based on471,174 shares of Common Stock outstanding as of December31, 2024, and excludes the following:

The foregoing discussion andtable do not take into account further dilution to new investors that could occur upon the exercise of outstanding options, warrants orother convertible securities having an exercise price per share less than the offering price per share in this offering. In addition,we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient fundsfor our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debtsecurities, the issuance of these securities could result in further dilution to our stockholders.

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MANAGEMENT

Directors and Executive Officers

The following table andtext set forth the names and ages of our current directors and executive officers as of April 1, 2024. The number of directors is fixedat five and is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms.There are currently four members on our Board of Directors. Our directors receive compensation in the form of cash and equity grant fortheir services on the Board of Directors.

Executive Officers

Thomas H. Jensen.Mr.Jensen was appointed to our Board of Directors on July 7, 2022, and on December 8, 2023, Mr. Jensen, was appointed by our Board of Directorsas Chief Executive Officer. Mr. Jensen was our Senior Vice President, Investor Relations since July 2022, and was previously our SeniorVice President, Information Technology since July 2021, and the Senior Vice President, Information Technology of Allarity TherapeuticsA/S, our predecessor, since June 2020. Since January 2006, Mr. Jensen has served as the Chief Technology Officer of the Medical PrognosisInstitute. Mr. Jensen previously served as the Chief Technology Officer of our predecessor from 2004 to June 2020. Mr. Jensen co-foundedAllarity Therapeutics A/S in 2004. Mr. Jensen also established and currently leads our laboratories in Denmark. Alongside nurturing ourglobal laboratories, Mr. Jensen is instrumental in building our investor relations operations, securing operational financing, and fosteringthe business growth of Allarity Therapeutics. Amongst Mr. Jensen’s accolades are his inventions of molecular biological guidelinescombined with techniques for high quality reproducible RNA extraction and downstream processing. This allows for high resolution analysisof cancer patients’ biopsies. Mr. Jensen’s inventions are an important foundation of the DRP^®-Drug ResponsePrediction platform. Mr. Jensen holds a Bachelor of Science degree in Biology from the Technical University of Denmark and conductedfurther studies in Biology at the University of Copenhagen. The Company believes that Mr. Jensen is well qualified to serve on our Boardof Directors based on the above qualifications and his experience in investor relations, business operations and strong track recordwith the ongoing development of the Company.

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Joan Y. Brown.Ms.Brown has been our Chief Financial Officer since July 2022 and has served as our Director of Financial Reporting since September 21,2021. From June 2016 to May 2021, Ms. Brown provided financial reporting services as a consultant to various publicly listed and privatecompanies, including as our financial reporting consultant (contract) from September 2020 to April 2021. Ms. Brown’s consultingexperience includes public company reporting in accordance with US GAAP and IFRS, SEC correspondence, tax compliance, and audit and operationssupport. From August 2018 to May 2019, Ms. Brown was a senior manager at MNP, LLP, Chartered Professional Accountants, a chartered accountingfirm in Vancouver, B.C., Canada, where she was responsible for auditing Canadian and US publicly listed companies pursuant to the requirementsof CPAB and PCAOB, respectively. From November 2014 to May 2016, Ms. Brown was a director of Prudential Supervision for the FinancialInstitutions Commission (FICOM) in Vancouver, B.C., Canada. Ms. Brown received her degree in Business Administration from Simon FraserUniversity in 1986, and is a Chartered Accountant in Canada (CPA, CA) (since 1998) and a Registered Certified Public Accountant licensedin the State of Illinois (since 2004).

Steen Knudsen, Ph.D.Mr.Knudsen has been our Chief Scientific Officer since July 2021. Dr. Knudsen is a co-founder of our predecessor Allarity Therapeutics A/Sand the inventor of DRP^®, the Drug Response Prediction Platform, which is our core technology and companion diagnosticsplatform, and was the Chief Scientific Officer of Allarity Therapeutics A/S since 2006. Dr. Knudsen is also a former Professor of SystemsBiology with extensive expertise in mathematics, bioinformatics, biotechnology, and systems biology. He co-founded our predecessor in2004 and served as its CEO from 2004 to 2006. Dr. Knudsen also previously served as a member on our predecessor’s Board of Directorsfrom 2016 to 2020. In addition, Dr. Knudsen also currently serves as the Chief Executive Officer of MPI, Inc., our operating subsidiaryin the U.S. Dr. Knudsen holds an M.Sc. degree in Engineering from the Technical University of Denmark and a Ph.D. degree in Microbiologyfrom the University of Copenhagen. He received Postdoctoral training in computational biology from Harvard Medical School.

Non-Employee Directors

Gerald W. McLaughlin.Mr.McLaughlin was appointed to the Board of Directors in October 2022 and has been our Chairman since January 2023. Mr. McLaughlin has extensiveexperience serving as a senior executive and board member in the biopharmaceutical industry, including financings, mergers & acquisitions,licensing, product development, commercialization, lifecycle management, and operations. Mr. McLaughlin is currently the chief executiveofficer and board member of Life Biosciences LLC, a biotechnology company, since 2021. Previously, Mr. McLaughlin was the President andCEO for Neos Therapeutics, Inc., a commercial stage pharmaceutical company from 2018 to 2021. He also served as president and CEO ofa*geneBio, Inc., a clinical-stage biopharmaceutical company developing therapies for neurological and psychiatric diseases from 2014 to2018. Mr. McLaughlin holds a B.A. in Economics from Dickinson College and an MBA from the Villanova School of Business. Based on theabove qualifications and Mr. McLaughlin’s extensive experience in leading operational and executive management roles in the lifesciences industry, the Company believes Mr. McLaughlin is well qualified to serve on our Board of Directors.

Joseph W. Vazzano,CPA. Mr. Vazzano joined Abeona Therapeutics, Inc. (Nasdaq: ABEO) as Chief Financial Officer in March 2022. While at Abeona, Mr.Vazzano has secured multiple equity raises including private placements, a registered direct offering, and at the market transactions.Before joining Abeona, Mr. Vazzano worked at Avenue Therapeutics, Inc. (Nasdaq: ATXI) from August 2017 to January 2022, most recentlyserving as Avenue’s Chief Financial Officer. During his tenure at Avenue, Mr. Vazzano secured multiple equity financings and servedin a leadership role for signing a complex, two-stage acquisition of Avenue with future contingent value rights. Previously, Mr. Vazzanoserved as Assistant Corporate Controller at Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT) from October 2016 to July 2017, where he helpedgrow the finance and accounting department during the company’s transition from a development-stage company to a fully integratedcommercial organization. Prior to Intercept, Mr. Vazzano has held various finance and accounting roles at Pernix Therapeutics, Inc. andNPS Pharmaceuticals. Mr. Vazzano began his career at KPMG, LLP and has a Bachelor of Science degree in Accounting from Lehigh Universityand is a Certified Public Accountant in the State of New Jersey.

Laura Benjamin,Ph.D.Ms. Benjamin is the Chief Executive Officer and President of BioHybrid Solutions, a private biotechnology companyheadquartered in Pittsburgh, PA. From 2018 to 2023 she was the founder and Chief Executive Officer of OncXerna Therapeutics, Inc a precisionmedicine clinical stage oncology company that had clinical programs in ovarian and gastric cancer and developed an RNA based diagnosticbuilt on a machine learning AI platform. Other past roles include Vice President in Oncology at Eli Lilly, where she led cancer discoveryand translational discovery teams in New York and Indianapolis from 2009 to 2016, and Associate Professor in the Department of Pathologyat Harvard Medical School where she joined the faculty after completion of a postdoctoral fellowship in 1999. Dr. Benjamin received aB.A. in Biology from Barnard College, Columbia University and a Ph.D. in Molecular Biology from the University of Pennsylvania.

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Family Relationshipsand Arrangements

There are no family relationships among anyof our executive officers or directors.

Involvement in CertainLegal Proceedings

To the best of our knowledge,none of our executive officers or directors were involved in any legal proceedings described in Item 401(f) of Regulation S-K in thepast ten years.

Director Independence

As required under theNasdaq listing standards, a majority of the members of a listed company’s Board of Directors must qualify as “independent,”as affirmatively determined by the Board of Directors. Our Board of Directors consults with our legal counsel to ensure that its determinationsare consistent with relevant securities and other laws and regulations regarding the definition of “independent,” includingthose set forth in Nasdaq listing standards, as in effect from time to time. Consistent with these considerations, after review of allrelevant identified transactions or relationships between each of our directors, or any of his or her family members, and the Company,its senior management and its independent auditors, our Board of Directors affirmatively determined that all of our directors, exceptfor Mr. Jensen who is not considered independent because he is our executive officer, is an independent director as defined by Rule5605(a)(2)ofthe Nasdaq Listing Rules.

Limitations on Liabilityand Indemnification of Officers and Directors

The DGCL authorizes corporationsto limit or eliminate the personal liability of directors to corporations and their shareholders for monetary damages for breaches ofdirectors’ fiduciary duties, subject to certain exceptions. Our Certificate of Incorporation includes a provision that eliminatesthe personal liability of directors for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemptionfrom liability or limitation thereof is not permitted under the DGCL. Our bylaws provide that we must indemnify and advance expensesto our directors and officers to the fullest extent authorized by the DGCL. We are also expressly authorized to carry directors’and officers’ liability insurance providing indemnification for our directors, officers and certain employees for some liabilities.We intend to enter into separate indemnification agreements with our directors and officers. See “Description of Capital Stock—Limitationson Liability and Indemnification Matters.”

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EXECUTIVECOMPENSATION

Emerging Growth Company Status

We are an “emerginggrowth company,” as defined in the JOBS Act. As an emerging growth company we will be exempt from certain requirements relatedto executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide informationrelating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of itsemployees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Act.

Overview

The Compensation Committeeof our Board of Directors assists in discharging our Board of Directors’ responsibilities regarding the compensation of our executiveofficers and of our Board of Directors members. The Compensation Committee is currently comprised of the following three non-employeemembers of our Board of Directors: Mr.McLaughlin, Mr. Vazzano and Dr. Benjamin.

On December 8, 2023, ourBoard of Directors established an executive committee, with the authority and power to exercise all the full powers and authority ofthe Board of Directors to the fullest extent permitted by law. This includes acts concerning the management of the business and affairsof the Company and the employment of executive officers. The executive committee is currently comprised of the following members of ourBoard of Directors: Mr. McLaughlin, Mr. Vazzano, Dr. Benjamin and Mr. Jensen.

2023 Named Executive Officer Compensation

The table below showsthe compensation awarded to or paid to or earned by our named executive officers for the years ended December 31, 2023 and 2022. Mr.Cullem was terminated as Chief Executive Officer and all other officer positions with the Company and its subsidiaries on December 8,2023. Upon his separation with the Company, Mr.Jensen, the Company’s Senior Vice President, Information Technology and director,was appointed to serve as the Company’s Chief Executive Officer and Corporate Secretary.

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Summary Compensation Table

The following table providesinformation regarding total compensation awarded to, earned by, and paid to our named executive officers as of December 31, 2023, forservices rendered to the Company in all capacities for the fiscal years ended December31, 2023 and 2022. Nooption awards were granted to our named executive officers under our 2021 Plan during the fiscal years ended December 31, 2023 and 2022.

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Outstanding Equity Awards as of December31, 2023

Thefollowing table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

Pension Benefits

TheCompany maintains a 401(k) Plan for its full-time employees in the U.S. The 401(k) Plan allows employees of the Company to contributeup to the Internal Revenue Code prescribed maximum amount. Employees may elect to contribute from 1 to 100 percent of their annual compensationto the 401(k) Plan. The 401(k) Plan includes a 3% safe harbor contribution. Both employee and employer contributions vest immediatelyupon contribution. During fiscal year ended December 31, 2023, the Company did not make a contribution to the 401(k) Plan.

Nonqualified Deferred Compensation

Ournamed executive officers did not participate in, nor earn any benefits under, a nonqualified deferred compensation plan during the fiscalyear ended December 31, 2023.

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Employment Agreements and Arrangements

Asof the year ended December 31, 2023, we had an employment or consultancy agreement with each of the following named executive officers,Ms. Foegh and Ms. Brown. The employment or consultancy agreement with each of the following individuals provides for the initial annualbase salary as of December 31, 2023, current base salary and bonus set forth below. With the departure of Mr. Cullem, the Board of Directorsappointed Mr. Jensen to serve as the Chief Executive Officer of the Company, effective as of December 12, 2023, and a director of theCompany. In connection with Mr. Jensen’s new position as Chief Executive Officer, the Company increased his consulting fees to$38,400 per month for an initial period of three months.

Material Termsof Consultancy Agreement with Thomas H. Jensen

EffectiveDecember 1, 2022, the Company entered into a one year consultancy agreement with Ljungaskog Consulting, A/B, a Swedish limited liabilitycompany which is owned and managed by Mr. Jensen, our Chief Executive Officer, in connection with the provision of services includinginvestor relations work, capital markets strategy and other special projects work, as may be assigned by the Company. The ConsultancyAgreement is governed by and construed in accordance with Swedish law.

In connection with theappointment of Mr. Jensen as Chief Executive Officer, the Company agreed to pay Mr. Jensen $400 per hour with a minimum of 24 hours perweek for the first three months, commencing December 11, 2023. After 3 months, the rate of pay will be adjusted to a rate of pay to beagreed upon or an hourly rate for services provided.

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The Company intends toformally memorialize its new arrangement with Mr. Jensen by amending the Consultancy Agreement (the “Amendment”) to (i) clarifythe scope of services to be provided by Mr. Jensen, (ii) increase the compensation to be paid to Mr. Jensen and (iii) extend the termof the Consultancy Agreement to December 1, 2024.

Pursuant to the Amendment,Mr. Jensen shall provide the Company with services for at least 24 hours per week from December 2023 to March 2024. During this period,Mr. Jensen shall be compensated at a rate of pay of $400 per hour, excluding VAT. From March 2024 to the termination of the ConsultancyAgreement, Mr. Jensen shall only provide services to the Company upon request by the Company. During this period, the rate of pay shallbe mutually agreed upon by Mr. Jensen and the Company. If no rate of pay is mutually agreed upon by March 3, 2024, the rate of pay shallbe $125 per hour, excluding VAT. All compensation under the Consultancy Agreement shall be made in SEK.

The Consultancy Agreementmay be terminated in writing with at least 3 months written notice, provided, however, that if a party is in material breach of any provisionof the Consultancy Agreement, the other party shall have the right to terminate the Consultancy Agreement with immediate effect, subjectto an opportunity by the breaching party to such breach. In addition, Mr. Jensen has the right to terminate the Consultancy Agreementin writing with immediate effect if the Company suspends payments, enters into liquidation, is petitioned or files for bankruptcy, initiatescomposition proceedings or is otherwise declared as insolvent. The Consultancy Agreement also includes customary intellectual property,confidentiality and non-competition and non-solicitation obligations under Swedish law.

Material Terms of Employment Agreements

During the fiscal yearended December 31, 2023, with the exception of Mr. Jensen, the Company had employment agreements with the following named executive officers.

OnJanuary 12, 2023, upon the approval of the Compensation Committee of the Board, the Company entered into a new separate employment agreementwith Mr. Cullem, our former Chief Executive Officer, and Ms. Brown, our Chief Financial Officer, in connection with the additional executiveofficer positions that they were appointed to in June 2022. These employment agreements with Mr. Cullem and Ms. Brown became retroactivelyeffective as of January 1, 2023, upon the closing of the April Offering and superseded the prior employment agreements.

Unlessotherwise indicated, the following material terms of employment agreements applied to all of the following named executive officers.The employment agreements with each of the following named executive officers provide for at-will employment and may be terminated inwriting with at least 30 days prior written notice or as otherwise required under applicable law. Under their respective employment agreements,each of the following named executive officers, among other things, are (i) entitled to participate in all of the Company’s employeebenefit plans and programs as generally maintained and made available to its executive officers by the Company; (ii) eligible for grantsof equity compensation as determined at the sole discretion of by the Compensation Committee (the “Compensation Committee”)of the Company’s Board of Directors (the “Board”); and (iii) entitled to reimbursem*nt of expenses in the course andscope of authorized Company business. In addition, each respective employment agreement also includes customary confidentiality and assignmentof intellectual property obligations.

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JoanBrown. Pursuant to the terms of Ms. Brown’s employment agreement (the “Brown Employment Agreement”), Ms. Browncan resign with or without Good Reason (as such term is defined in the Brown Employment Agreement). If Ms. Brown is terminated withoutCause (as defined in the Brown Employment Agreement) or resigns with Good Reason or is terminated by the Company as a result of a Change-of-Control(as defined in the Brown Employment Agreement), the Company agreed to provide Ms. Brown with severance pay in an amount equal to 5 months’pay at Ms. Brown’s final base salary rate, payable in the form of salary continuation. Such severance payments are conditionedupon Ms. Brown’s execution and non-revocation of a general release of claims.

MarieFoegh. Ms. Foegh’s employment agreement (the “Foegh Employment Agreement”) can be terminated, in writing with 30days’ prior written notice, by the Company for or without Cause (as such term is defined in the Foegh Employment Agreement) andDr. Foegh can resign with or without Good Reason (as such term is defined in the Foegh Employment Agreement). If Dr. Foegh is terminatedwithout Cause or resigns with Good Reason, the Company shall provide Dr. Foegh with severance pay in an amount equal to 6 months’pay at Dr. Foegh’s final base salary rate, payable in the form of salary continuation. In the event Dr. Foegh’s employmentis terminated by the Company as a result of a Change-of-Control (as such term in defined in the Foegh Employment Agreement), the Companyshall provide Dr. Foegh with severance pay in the amount equal to 12 months’ pay. Such severance payments are conditioned on Dr.Foegh’s execution and non-revocation of a general release of claims. On February 28, 2024, we terminated the employment of Ms.Foegh, and her last day of employment was February 29, 2024.

SteenKnudsen. Mr. Knudsen’s employment agreement (the “Knudsen Employment Agreement”) is governed by and construed inaccordance with Danish law, including the Danish Salaried Employees Act and the Danish Holiday Act. The Knudsen Employment Agreementmay be terminated by both parties in accordance with the provisions of the Danish Salaried Employees Act, provided, however, that eitherparty may terminate the employment with 1 months’ notice to the end of a calendar month when the following three conditions havebeen met: (1) Mr. Knudsen, within a period of 12 consecutive months, has received salary during sick leave for 120 full days inclusiveof Sundays and public holidays, (2) notice is served by the Company immediately upon the expiry of the 120 sick leave days, and (3) noticeis served while Mr. Knudsen is still sick. In the event of termination of the Knudsen Employment Agreement, Mr. Knudsen’s entitlementto continuing base pay shall be determined by the Danish Salaried Employees Act. In addition, the Knudsen Employment Agreement is subjectto restrictive covenants, including non-compensation and non-solicitation provisions. In compensation for assuming the combined restrictionclauses, Mr. Knudsen shall receive a monthly payment, during the restrictive period, equaling 60% of Mr. Knudsen’s final base salary,pension, bonus and all other fringe benefits with a tax value, calculated as per the date of resignation. Such compensation includesa lump sum compensation for the first 2 months, payable on the date of resignation. In the event Mr. Knudsen obtains suitable new employmentin the period during which the combined restriction clause applies, the compensation shall, as of the 3^rd month and up toand including the 6^th month after his resignation, be reduced to 24%. The Company may terminate this combined restrictionclause at any time, even after Mr. Knudsen’s resignation, at 1 months’ notice to the end of a month, whereupon the Company’sobligation to pay compensation shall cease.

Base Salary

Theemployment agreements with the following named executive officers provide for annual base salaries as set forth below. Compensation forMr. Jensen is based on an hourly rate pursuant to his consultancy agreement as summarized above.

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Discretionary Bonus

Each named executive officeris eligible to receive a discretionary annual cash bonus (the “Annual Bonus”) representing up to a certain percentage oftheir base salaries, as follows:

Other Benefits

Ouremployees are eligible to participate in various employee benefit plans, including medical, dental, and vision care plans, flexible spendingaccounts for health and dependent care, life, accidental death and dismemberment, disability, and paid time off. As of January 1, 2023,the Company pays 100% for health, dental and vision care benefits.

Employee Benefit Plans

Equity-basedcompensation has been and will continue to be an important foundation in executive compensation packages as we believe it is importantto maintain a strong link between executive incentives and the creation of stockholder value. We further believe that performance andequity-based compensation can be an important component of the total executive compensation package for maximizing stockholder valuewhile, at the same time, attracting, motivating, and retaining high-quality executives. Formal guidelines for the allocations of cashand equity-based compensation have not yet been determined, but it is expected that the 2021 Plan described below will be an importantelement of our compensation arrangements for both executive officers and directors.

2021 Equity IncentivePlan

The2021 Plan became effective on December 20, 2021. It was approved by stockholders in connection with the Recapitalization Share Exchange.The 2021 Plan authorizes the award of stock options, Restricted Stock Awards (“RSAs”), Stock Appreciation Rights (“SARs”),Restricted Stock Units (“RSUs”), cash awards, performance awards and stock bonus awards. We initially reserved 1,211,374shares of our Common Stock under the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan will increase automaticallyon January 1 of each of 2022 through 2031 by the number of shares equal to the lesser of 5% of the aggregate number of outstanding sharesof our Common Stock as of the immediately preceding December 31, or a number as may be determined by our Board of Directors. Our Boardof Directors approved an increase of 5% of the outstanding shares of Common Stock at December 31, 2023, or 14,788 shares, effective asof January 1, 2024. As a result, as of January 1, 2024, there was a total of 64,788 shares of Common Stock reserved under the 2021 Plan,of which 50,288 are currently available for issuance.

Uponthe closing of the Recapitalization Share Exchange and as of December 31, 2021, we had converted compensatory options to purchase ordinaryshares of Allarity Therapeutics A/S to options to purchase 1,174,992 shares of our Common Stock. Except as specifically provided above,following the effective time of our Recapitalization Share Exchange, each converted option continues to be governed by the same termsand conditions (including vesting and exercisability terms) as were applicable to the corresponding former Compensatory Warrant immediatelyprior to the effective time.

Asof December 31, 2023, there was an option to purchase 382 shares of Common Stock issued and outstanding.

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Inaddition, the following shares will again be available for issuance pursuant to awards granted under our 2021 Plan:

Purpose.Thepurpose of our 2021 Plan is to provide incentives to attract, retain, and motivate eligible persons whose present and potential contributionsare important to the success of the Company, and any Parents, Subsidiaries, and Affiliates that exist now or in the future, by offeringthem an opportunity to participate in the Company’s future performance through the grant of Awards.

Administration.Our2021 Plan is expected to be administered by our Compensation Committee, all of the members of which are outside directors as definedunder applicable federal tax laws, or by our Board of Directors acting in place of our Compensation Committee. Subject to the terms andconditions of the 2021 Plan, the Compensation Committee will have the authority, among other things, to select the persons to whom awardsmay be granted, construe and interpret our 2021 Plan as well as to determine the terms of such awards and prescribe, amend and rescindthe rules and regulations relating to the plan or any award granted thereunder. The 2021 Plan provides that the Board of Directors orCompensation Committee may delegate its authority, including the authority to grant awards, to one or more executive officers to theextent permitted by applicable law, provided that awards granted to non-employee directors may only be determined by our Board of Directors.

Eligibility.Our2021 Plan provides for the grant of awards to our employees, directors, consultants, independent contractors and advisors.

Options.The2021 Plan provides for the grant of both incentive stock options intended to qualify under Section422 of the Code, and non-statutorystock options to purchase shares of our Common Stock at a stated exercise price. Incentive stock options may only be granted to employees,including officers and directors who are also employees. The exercise price of stock options granted under the 2021 Plan must be at leastequal to the fair market value of shares of our Common Stock on the date of grant. Incentive stock options granted to an individual whoholds, directly or by attribution, more than 10% of the total combined voting power of all classes of our capital stock must have anexercise price of at least 110% of the fair market value of shares of our Common Stock on the date of grant. Subject to stock splits,dividends, recapitalizations, or similar events, no more than 7,009,980 shares may be issued pursuant to the exercise of incentive stockoptions granted under the 2021 Plan.

Optionsmay vest based on service or achievement of performance conditions. Our Compensation Committee may provide for options to be exercisedonly as they vest or to be immediately exercisable, with any shares issued on exercise being subject to our right of repurchase thatlapses as the shares vest. The maximum term of options granted under our 2021 Plan is 10 years from the date of grant, except that themaximum permitted term of incentive stock options granted to an individual who holds, directly or by attribution, more than 10% of thetotal combined voting power of all classes of our capital stock is fiveyears from the date of grant.

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Restrictedstock awards.An RSA is an offer by us to sell shares of our Common Stock subject to restrictions, which may lapse based onthe satisfaction of service or achievement of performance conditions. The price, if any, of an RSA will be determined by the CompensationCommittee. Holders of RSAs will have the right to vote and any dividends or stock distributions paid pursuant to unvested RSAs will beaccrued and paid when the restrictions on such shares lapse. Unless otherwise determined by the Compensation Committee at the time ofaward, vesting will cease on the date the participant no longer provides services to us and unvested shares may be forfeited to or repurchasedby us.

Stockappreciation rights.A SAR provides for a payment, in cash or shares of our Common Stock (up to a specified maximum of shares,if determined by our Compensation Committee), to the holder based upon the difference between the fair market value of shares of ourCommon Stock on the date of exercise and a predetermined exercise price, multiplied by the number of shares. The exercise price of aSAR must be at least the fair market value of a share of our Common Stock on the date of grant. SARs may vest based on service or achievementof performance conditions and may not have a term that is longer than 10 years from the date of grant.

Restrictedstock units.RSUs represent the right to receive shares of our Common Stock at a specified date in the future and may be subjectto vesting based on service or achievement of performance conditions. Payment of earned RSUs will be made as soon as practicable on adate determined at the time of grant, and may be settled in cash, shares of our Common Stock or a combination of both. No RSU may havea term that is longer than 10 years from the date of grant.

Performanceawards.Performance awards granted pursuant to the 2021 Plan may be in the form of a cash bonus, or an award of performanceshares or performance units denominated in shares of our Common Stock that may be settled in cash, property or by issuance of those sharessubject to the satisfaction or achievement of specified performance conditions.

Stockbonus awards.A stock bonus award provides for payment in the form of cash, shares of our Common Stock or a combination thereof,based on the fair market value of shares subject to such award as determined by our Compensation Committee. The awards may be grantedas consideration for services already rendered, or at the discretion of the Compensation Committee, may be subject to vesting restrictionsbased on continued service or performance conditions.

Cashawards.A cash award is an award that is denominated in, or payable to an eligible participant solely in, cash.

Dividendequivalents rights.Dividend equivalent rights may be granted at the discretion of our Compensation Committee and representthe right to receive the value of dividends, if any, paid by us in respect of the number of shares of our Common Stock underlying anaward. Dividend equivalent rights will be subject to the same vesting or performance conditions as the underlying award and will be paidonly at such time as the underlying award has become fully vested. Dividend equivalent rights may be settled in cash, shares or otherproperty, or a combination thereof as determined by our Compensation Committee.

Changeof control.Our 2021 Plan provides that, in the event of a corporate transaction, as defined in the 2021 Plan, outstanding awardsunder our 2021 Plan shall be subject to the agreement evidencing the corporate transaction, any or all outstanding awards may be (a)continuedby us, if we are the successor entity; (b)assumed or substituted by the successor corporation, or a parent or subsidiary of thesuccessor corporation, for substantially equivalent awards (including, but not limited to, a payment in cash or the right to acquirethe same consideration paid to the stockholders of the company pursuant to the corporate transaction); (c)substituted by the successorcorporation of equivalent awards with substantially the same terms for such outstanding awards; (d)accelerated in full or in partas to the exercisability or vesting; (e)settled in the full value of such outstanding award in cash, cash equivalents, or securitiesof the successor entity (or its parent, if any) with a fair market value equal to the required amount, followed by the cancellation ofsuch awards; or (f)cancelled for no consideration. If applicable, the number and kind of shares and exercise prices of awards beingcontinued, assumed, or substituted shall be adjusted pursuant to the terms of the 2021 Plan.

Adjustment.Inthe event of a change in the number of outstanding shares of our Common Stock without consideration by reason of a stock dividend, extraordinarydividend or distribution, recapitalization, stock split, reverse stock split, subdivision, combination, consolidation reclassification,spin-off or similar change in our capital structure, appropriate proportional adjustments will be made to the number and class of sharesreserved for issuance under our 2021 Plan; the exercise prices, number and class of shares subject to outstanding options or SARs; thenumber and class of shares subject to other outstanding awards; and any applicable maximum award limits with respect to incentive stockoptions.

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Exchange,repricing, and buyout of awards.Our Compensation Committee may, with the consent of the respective participants, issue newawards in exchange for the surrender and cancelation of any or all outstanding awards. Our Compensation Committee may also reduce theexercise price of options or SARs or buy an award previously granted with payment in cash, shares, or other consideration, in each case,subject to the terms of the 2021 Plan.

Directorcompensation limits.No non-employee director may receive awards under our 2021 Plan with a grant date value that when combinedwith cash compensation received for his or her service as a director, exceeds $750,000 in a calendar year or $1,000,000 in the calendaryear of his or her initial service.

Clawback;transferability.All awards will be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policyadopted by our Board of Directors (or a committee thereof) or required by law during the term of service of the award holder, to theextent set forth in such policy or applicable agreement. Except in limited circ*mstances, awards granted under our 2021 Plan may generallynot be transferred in any manner prior to vesting other than by will or by the laws of descent and distribution.

Amendmentand termination.Our Board of Directors may amend our 2021 Plan at any time, subject to stockholder approval as may be required.Our 2021 Plan will terminate 10 years from the date our Board of Directors adopts the plan unless it is terminated earlier by our Boardof Directors. No termination or amendment of the 2021 Plan may adversely affect any then-outstanding award without the consent of theaffected participant, except as is necessary to comply with applicable laws.

Termination

On December 8, 2023, Mr.Cullem was terminated as our Chief Executive Officer for “cause” under his employment agreement. In addition, Mr. Cullemwas also terminated from all other officer positions with us and all other positions with our subsidiaries.

Asof March 7, 2024, we entered into a settlement agreement and general release (the “Settlement Agreement”) with Mr. Cullem.Pursuant to the terms and conditions outlined in the Settlement Agreement and in exchange for Mr. Cullem’s commitments therein,including his general release of claims against us, among other considerations, we provided Mr. Cullem with an initial settlement paymenttotaling $70,000. Furthermore, we issued Mr. Cullem 14,500 settlement shares. Additionally, we are committed to making an installmentpayment of $179,155, divided equally into 5 monthly payments.

Additionally,Mr. Cullem agreed to act as our consultant and entered into a consulting agreement (the “Consulting Agreement”) with us,effective as of March 7, 2024. For the avoidance of doubt, no additional consideration is being paid to Mr. Cullem under the ConsultingAgreement.

OnFebruary 29, 2024, we terminated our Chief Medical Officer Marie Foegh, and in accordance with her employment terms, we are obligatedand have accrued a liability of $169,740 for six months of severance.

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Non-Employee Director Compensation

Thefollowing table sets forth information concerning the compensation of non-employee directors for services rendered for the year endedDecember 31, 2023. Mr. Carchedi, our former Chief Executive Officer, also previously served as our director before his resignation inJune 2022, and Mr. Carchedi’s compensation as named executive officer is set forth above under “Summary Compensation Table.”Mr. Jensen, our then Senior Vice President, Investor Relations and director, did not receive any compensation for his services on theBoard.

Nostock options were granted in the year ended December 31, 2023. The fair value of stock options granted in the period ended December31, 2022, were estimated using the Black-Scholes option pricing model, based on the following assumptions:

Director Compensation

Ournon-employee directors are entitled to an annual director fee of $50,000. In addition, a director who serves as a lead independent directoror chair or on a committee of the Board of Directors will receive the following additional annual fee:

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Annualfees may be paid in cash or equity at the option of the director. In addition, subject to discretion of the Board of Directors and recommendationof the Compensation Committee, new directors who join the Board of Directors may receive an initial grant of stock options to purchase23,000 shares of Common Stock,subject to vesting of 1/36 per month over 36 months following the grant date and with the expirationdate of five years from date of grant. This paragraph does not reflect the 1-for-20 stock split which was effected on April 4, 2024.

Inconnection with the appointment of Mr. McLaughlin, Mr. Vazzano and Dr. Benjamin as independent directors of the Company, each receivedan annual retainer fee of $50,000, payable in cash. In addition, the Board of Directors granted Mr. McLaughlin options to purchase 1share of Common Stock at an exercise price of $30,800 per share, respectively, which options are subject to vesting of 1/36 per monthover 36 months following the grant date. The expiration date for the options is five years from date of grant.

Former Executive Officers

Mr.Carchedi, former Chief Executive Officer, and Mr. Knudsen, former Chief Financial Officer, resigned as executive officers of the Companyin June 2022. Mr. Cullem, former Chief Executive Officer resigned as executive officer of the Company in December 2023. On February 28,2024, Marie Foegh, M.D. was terminated as our Chief Medical Officer.

Separation Agreements

Effectiveas of June 29, 2022, Mr. Carchedi resigned from all positions in the Company and all positions of its subsidiaries, including his roleof Chief Executive Officer and as a director of the Company. Pursuant to the terms set forth in a letter agreement dated June 24, 2022(the “Carchedi Separation Agreement”), the termination of Mr. Carchedi’s employment and resignation from his positionsare effective June 29, 2022 (the “Carchedi Separation Date”). Under the Carchedi Separation Agreement, Mr. Carchedi was entitledto his final pay for wages earned through the Separation Date, plus accrued and unused vacation time. In addition, pursuant to the CarchediSeparation Agreement, the Company agreed to provide Mr. Carchedi with certain payments and benefits comprising of: (i) continued paymentsof his base salary for a certain time period and (ii) COBRA coverage for a certain number of months (“Carchedi Severance Benefits”).In exchange for the Carchedi Severance Benefits, among other things as set forth in the Carchedi Separation Agreement, Mr. Carchedi agreedto a release of claims in favor of the Company and to certain restrictive covenant obligations, and also reaffirmed his commitment tocomply with his existing restrictive covenant obligations. In addition, as of the Carchedi Separation Date, Mr. Carchedi’s unvestedoptions were terminated. Mr. Carchedi was entitled to exercise his vested options for a period of 90 days from the Carchedi SeparationDate.

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Effectiveas of June 27, 2022, Mr. J. Knudsen resigned from all positions in the Company, and all positions of its subsidiaries, including hisrole of Chief Financial Officer of the Company. Pursuant to the terms set forth in a letter agreement dated June 25, 2022 (the “KnudsenSeparation Agreement”), the termination of Mr. Knudsen’s employment and resignation from his positions are effective June27, 2022 (the “Knudsen Separation Date”). Under the Knudsen Separation Agreement, Mr. Knudsen was entitled to his final payfor wages earned through the Separation Date, plus accrued and unused vacation time. In addition, pursuant to the Knudsen SeparationAgreement, the Company agreed to provide Mr. Knudsen with certain payments and benefits comprising of: (i) continued payments of hisbase salary for a certain time period, and (ii) COBRA coverage for a certain number of months (“Knudsen Severance Benefits”).In exchange for the Knudsen Severance Benefits, among other things as set forth in the Knudsen Separation Agreement, Mr. Knudsen agreedto a release of claims in favor of the Company and to certain restrictive covenant obligations, and also reaffirmed his commitment tocomply with his existing restrictive covenant obligations. In addition, as of the Knudsen Separation Date, Mr. Knudsen’s unvestedoptions were terminated. Mr.Knudsen was entitled to exercise his vested options for a period of 90 days from the Knudsen SeparationDate.

OnDecember 8, 2023, Mr. Cullem was terminated as our Chief Executive Officer for “cause” under his employment agreement. Inaddition, Mr. Cullem was also terminated from all other officer positions with us and all other positions with our subsidiaries.

Asof March 7, 2024, we entered into a Settlement Agreement and General Release (the “Settlement Agreement”) with Mr. Cullem.Pursuant to the terms and conditions outlined in the Settlement Agreement and in exchange for Mr. Cullem’s commitments therein,including his general release of claims against us, among other considerations, we provided Mr. Cullem with an initial settlement paymenttotaling $70,000 prior to April 1, 2024. Furthermore, we issued Mr. Cullem 14,500 settlement shares prior to April 1, 2024. Additionally,we committed to making an installment payment of $179,155, divided equally into 5 monthly payments.

Additionally,Mr. Cullem agreed to act as our consultant and entered into a consulting agreement (the “Consulting Agreement”) with us,effective as of March 7, 2024. For the avoidance of doubt, no additional consideration is being paid to Mr. Cullem under the ConsultingAgreement. Copies of the Settlement Agreement and Consulting Agreement will be included as exhibits to our Quarterly Report on Form 10-Qfor the quarter ending March31, 2024.

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CERTAINRELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Transactions with Related Parties

The following includesa summary of certain relationships and transactions since January 1, 2022, including related party transactions and any currently proposedtransactions, to which we were or are to be a participant, in which (1) the amount involved exceeded or will exceed the lesser of (i)$120,000 or (ii) 1% of the average of our total assets for the last two completed fiscal years, and (2) any of our directors, executiveofficers or holders of more than 5% of our capital stock, or any affiliate or member of the immediate family of the foregoing persons,had or will have a direct or indirect material interest other than compensation and other arrangements that are described under the sectiontitled “Executive Compensation.” All share and per share information gives effect to the Share Consolidations.

Transactions with 3i

On April 19, 2023, 3iprovided the Company with a loan for $350,000, which was evidenced by a Secured Promissory Note dated April 19, 2023 (the “AprilNote”), which required a mandatory conversion of the principal into 486 shares of Series A Preferred Stock (“Note ConversionShares”), subject to and upon the April Offering. Upon the April Offering, on April 21, 2023, the Note Conversion Shares were issuedto 3i and the April Note was cancelled.

On April 20, 2023, theCompany entered into a certain Modification and Exchange Agreement ( as amended on May 26, 2023 the “Exchange Agreement”)with 3i pursuant to which the parties agreed to, among other things, subject to the April Closing, (i) amend the Certificate of Designationsfor the Series A Convertible Preferred Stock (the “Amended COD”), which among other things, eliminated the Series A PreferredStock redemption right and dividend (except for certain exceptions as specified in the Amended COD), and provided for the conversionof Series A Preferred Stock into shares of Common Stock at a conversion price of $30.00 which was equal to the price for a share of CommonStock sold in the April Offering, (ii) exchange 50,000 shares of Series C Preferred Stock (the “Series C Shares”) beneficiallyowned by 3i for 5,577 shares of Series A Preferred Stock (the “Exchange Shares”), (iii) exchange a warrant to purchase sharesof Common Stock issued on December 20, 2021 to 3i (the “Original Warrant”) for a new warrant (the “Exchange Warrant”),which reflected an exercise price of $30.00 (the “New Exercise Price”) and represented a right to acquire 315,085 sharesof Common Stock (the “New Warrant Shares”). In addition to the satisfaction or waiver of customary and additional closingconditions set forth in the Exchange Agreement, the transactions contemplated by the Exchange Agreement were subject to (a) the occurrenceof the closing of the Offering and (b) the filing of the Amended COD with the Delaware Secretary of State. On April 21, 2023, the closingof the transactions contemplated by the Exchange Agreement occurred and the Exchange Warrant and the Exchange Shares were issued to 3i,and the Original Warrant and the Series C Shares were cancelled. In addition, on April 21, 2023, the Amended COD was filed with the DelawareSecretary of State. Notwithstanding the foregoing changes, all other terms of the Exchange Warrant were substantially the same as theterms of the PIPE Warrant. Under the Exchange Agreement, subject to certain exceptions the Company agreed that so long as any holderof Series A Preferred Stock beneficially owns any shares of Series A Preferred Stock, the Company would not, without the prior writtenconsent of certain holders of Series A Preferred Stock, issue any Series A Preferred Stock. The Company agreed that neither the Companynor any of its subsidiaries would issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce anyissuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked orrelated security (including, without limitation, any “equity security” except for the April Offering (any such issuance,offer, sale, grant, disposition or announcement whether occurring during certain restricted period or at any time thereafter).

The Company entered intoa Cancellation of Debt Agreement dated April 20, 2023 (the “Cancellation of Debt Agreement”), which became effective as ofthe April Closing. Upon the April Closing, pursuant to the terms of the Cancellation of Debt Agreement, all of the Company’s outstandingindebtedness under the Notes and the Alternative Conversion Amount (as defined therein) due by the Company to 3i were paid in full. Accordingly,any and all obligations in connection therewith were extinguished without any additional further action on the part of 3i upon paymentof $3,348,000 in cash from a portion of the proceeds from the April Offering. In addition, pursuant to such agreement, 1,550 shares ofSeries A Preferred Stock (the “Redemption Shares”) beneficially owned by 3i were redeemed in full for a purchase price of$1,652,000, which redemption price was paid in cash from the portion of the proceeds from the April Offering. The Company also enteredinto the First Amendment to the Registration Rights Agreement dated May 20, 2023, which became effective upon the April Closing, to amendcertain defined terms under the RRA to include the Exchange Shares, the New Warrant Shares and the Note Conversion Shares.

On June 6, 2023, 3i andthe Company entered into the Limited Waiver and Amendment Agreement (“3i Waiver Agreement”) pursuant to which 3i agreed towaive certain rights granted under the PIPE SPA, the Exchange Agreement and the securities purchase agreement related to the April Offeringin exchange for (i) amending the conversion price of the Series A Preferred Stock to equal the public offering price of the shares ofCommon Stock in the July Offering (as defined below) if the public offering price of the shares of Common Stock in the July Offeringwas lower than the then-current conversion price of the Series A Preferred Stock; (ii) participating in the July Offering, at its option,under the same terms and conditions as other investors, of which proceeds from 3i’s participation were agreed to be used to redeema portion of shares of Series A Preferred Stock 3i received from the Exchange Agreement; and (iii) (1) the repricing of the exerciseprice of the Common Warrants issued in the April Offering (“April 2023 Common Warrants”) to the exercise price of the warrantsissued in the July Offering; and (2) extending the termination date of the April 2023 Common Warrants to the date of termination of thecommon warrants offered in the July Offering.

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On June 29, 2023, theCompany entered into a Secured Purchase Agreement with 3i (“June Purchase Agreement”), pursuant to which on June 30, 2023,3i purchased a promissory note for the principal amount of $350,000 (“3i June Promissory Note”). The terms of the 3i JunePromissory Note provided that the outstanding obligations thereunder, including accrued interest, would be paid in full at the Next Financing(as defined therein); provided, however, that if the gross proceeds from the financing were insufficient to settle the payment of theoutstanding balance of the 3i June Promissory Note, together with all accrued interest thereon, in full, then the Company would insteadbe obligated to convert all of the unpaid principal balance of the note, together with all accrued interest thereon, into 486 sharesof Series A Preferred Stock. In connection with the June Purchase Agreement, the Company and 3i agreed to adjust the then conversionprice of the Series A Preferred Stock to the downward adjustment to conversion price. Based on the closing price of the shares of CommonStock on June 28, 2023, the downward adjustment to conversion price was equal to $8.00 per share. In connection therewith, the Companyfiled the Second Certificate of Amendment to the Series A Convertible Certificate of Designations with the Delaware Secretary of Stateto reflect the downward adjustment to conversion price.

On July 10, 2023, theCompany closed a public offering of 357,223 shares of our Common Stock of the Company, pre-funded warrants to purchase up to 2,087,222shares of Common Stock (the “July Pre-Funded Warrants”), and common warrants to purchase up to 2,444,445 shares of CommonStock (the “July Common Warrants”) at an effective combined purchase price of $4.50 per share and related Common Stock purchasewarrants (the “July Purchase Price”), for aggregate gross proceeds of approximately $11 million, before deducting placementagent fees and offering expenses payable by the Company. The purchase price of each July Pre-Funded Warrant and July Common Warrant wasequal to the July Purchase Price less the $0.001 per share exercise price of each Pre-Funded Warrant. The closing of the offering occurredon July 10, 2023 (the “July Offering”). 3i participated in the July Offering by purchasing 1,031,111 Pre-Funded Warrantsand 1,111,111 Common Warrants for a purchase price of $5,000,000.

Upon the closing of theJuly Offering, the number of shares exercisable under the Exchange Warrant and the exercise price was adjusted to 2,100,565 shares ofCommon Stock and $4.50 per share, respectively. Subsequently on July 26, 2023, pursuant to Section 2(e) of the Exchange Warrant, dueto the event market price on the 16th day after the reverse stock split effected in June 2023, being less than the exercise price ofthe Exchange Warrant then in effect, the number of shares exercisable under such Exchange Warrant and the exercise price was furtheradjusted to 3,134,693 shares and $3.0155 per share, respectively.

Pursuant to the 3i WaiverAgreement upon the consummation of the July Offering, the conversion price of the Series A Preferred Stock was reduced to $4.50. On July10, 2023, the Company filed a Third Certificate of Amendment to Amended and Restated Certificate of Designations of Series A ConvertiblePreferred Stock to effect the change to conversion price.

From the proceeds of theJuly Offering, on July 10, 2023, the Company redeemed (i) 4,630 shares of Series A Preferred Stock held by 3i, for $5,000,400 in cash,and (ii) the 3i June Promissory Note for $350,886 in cash. Consequently, the 3i June Promissory Note was paid in full on July 10, 2023.

In connection with theInducement Letter dated September 14, 2023 and the transactions contemplated therein, the Company and 3i entered into a waiver pursuantto which 3i agreed to allow the filing of a resale registration statement relating to the shares relating to the Inducement Letter, whichwas not otherwise permitted under certain agreements with 3i. In consideration of entering in the waiver, the Company agreed to amendthe conversion price of the Series A Preferred Stock to equal $1.00 as soon as practicable. On September 22, 2023, the Company filedthe Fourth Certificate of Amendment to Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock withthe Secretary of State of the State of Delaware to reflect the new conversion price of the Series A Preferred Stock of $1.00. In addition,as a result of the warrants issued in connection with the Inducement Letter, pursuant to the terms of the Exchange Warrant, in September2023 the number of shares exercisable and the exercise price of the Exchange Warrant were adjusted to 4,407,221 shares of Common Stockand $1.00 per share, respectively.

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On January 18, 2024, weentered into a Securities Purchase Agreement with 3i, pursuant to which we issued and sold 3i a senior convertible promissory notes inan aggregate principal amount of $440,000 due on January 18, 2025 for an aggregate purchase price of $400,000, representing an approximate10% original issue discount. We agreed to use the net proceeds from the sale of the note for accounts payable and working capital purposes.Unless the transaction documents state otherwise, we may not prepay any portion of the principal amount of the note without 3i’sprior written consent.

OnFebruary 13, 2024, the parties entered into a limited waiver agreement (the “Waiver Agreement”) and agreed that the closingcan be consummated prior to the 30^th calendar day following January 18, 2024. The parties further waive any rights or remediesthat they may have under Section 2.3 of the Purchase Agreement, solely in connection with the second closing, including any rights oftermination, defaults, amendment, acceleration or cancellation that be triggered under the Purchase Agreement solely as a result of acceleratingthe second closing. As of the second closing, we issued and sold to 3i a senior convertible promissory note in an aggregate principalamount of $440,000 due on February 13, 2025 for an aggregate purchase price of $400,000, representing an approximately 10% original issuediscount. We agreed to use the net proceeds from the sale of the second note for accounts payable and working capital purposes. Unlessthe transaction documents state otherwise, we may not prepay any portion of the principal amount of the second note without the 3i’sprior written consent.

OnMarch 14, 2024, we issued and sold to 3i a senior convertible promissory note in an aggregate principal amount of $660,000 due on March14, 2025 for an aggregate purchase price of $600,000, representing an approximately 10% original issue discount. We agreed to use thenet proceeds from the sale of the note, among other things, for accounts payable and working capital purposes. Unless the transactiondocuments state otherwise, we may not prepay any portion of the principal amount of the note without 3i’s prior written consent.

Related Person Transactions Policy

We have adopted a writtenrelated person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration, andoversight of “related person transactions.” For purposes of policy only, a “related person transaction” is atransaction, arrangement, or relationship (or any series of similar transactions, arrangements or relationships) in which we or any ofour subsidiaries are participants involving an amount, as long as we are a SEC smaller reporting company, that exceeds the lesser of(a) $120,000 or (b) 1% of the average of our total assets for the last two completed fiscal years, in which any “related person”has a material interest.

Transactions involvingcompensation for services provided to us as an employee, consultant or director will not be considered related person transactions underthis policy. A related person is any executive officer, director, nominee to become a director or a holder of more than 5% of any classof our voting securities (including shares of our Common Stock), including any of their immediate family members and affiliates, includingentities owned or controlled by such persons.

Under the policy, therelated person in question or, in the case of transactions with a holder of more than 5% of any class of our voting securities, an officerwith knowledge of a proposed transaction, must present information regarding the proposed related person transaction to our audit committee(or, where review by our audit committee would be inappropriate, to another independent body of our Board of Directors) for review. Toidentify related person transactions in advance, we will rely on information supplied by our executive officers, directors and certainsignificant stockholders. In considering related person transactions, our audit committee will take into account the relevant availablefacts and circ*mstances, which may include, but are not limited to:

DirectorIndependence

A majority of our Boardof Directors are independent directors, see the discussion above under the section “Management.”

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SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Thefollowing table and accompanying footnotes set forth information regarding the beneficial ownership of shares of our Common Stock, includingshares issuable upon the exercise or conversion of securities that entitle the holders to obtain Common Stock upon exercise or conversion)and our shares of SeriesA Preferred Stock as of April 15, 2024, by:

Underthe rules and regulations of the SEC, a person is a “beneficial owner” of a security if that person has or shares “votingpower,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includesthe power to dispose of or to direct the disposition of the security or has the right to acquire such powers within sixty (60)days.

The beneficial ownershipof shares of our Common Stock is based on 1,946,034 shares of Common Stock issued and outstanding as of April 15, 2024. There were 66shares of SeriesA Preferred Stock issued and outstanding as of April 15, 2024.

Unlessotherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entitiesnamed in the table have sole voting and investment power with respect to their beneficially owned shares of Common Stock.

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DESCRIPTION OF OUR CAPITAL STOCK

The following descriptionof the material terms of our capital stock. We urge you to read the applicable provisions of DGCL and our Certificate of Incorporationand bylaws carefully and in their entirety because they describe your rights as a holder of shares of our capital stock. This descriptiongives effect to the Share Consolidations.

General

Our purpose is to engage inany lawful act or activity for which corporations may now or hereafter be organized under the DGCL. Our Certificate of Incorporation authorizescapital stock consisting of 750,000,000 shares of Common Stock, par value $0.0001 per share, and 500,000 shares of preferred stock, parvalue $0.0001 per share, of which 20,000 shares of preferred stock have been designated Series A Convertible Preferred Stock; 200,000shares of preferred stock have been designated as Series B Preferred Stock; and 50,000 shares of preferred stock have been designatedas Series C Preferred Stock.

On March 24, 2023, weeffected a 1-for-35 share consolidation of shares our Common Stock. Subsequently on June28, 2023, we effected a 1-for-40 shareconsolidation of shares of our Common Stock. As of April 4, 2024, we effected a 1-for-20 share consolidation of our Common Stock. Thepar value of shares of our Common Stock remains unchanged.

As of April 15, 2024, we had:

Common Stock

Holders of shares of ourCommon Stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders, including theelection or removal of directors, except for any directors who are elected exclusively by the holders of a class of our preferred stockthat entitles that class of stock to elect one or more directors. The holders of shares of our Common Stock do not have cumulative votingrights in the election of directors.

Upon our liquidation,dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stockhaving liquidation preferences, if any, the holders of shares of our Common Stock (and the holders of any preferred stock that may thenbe outstanding, to the extent required by our Certificate of Incorporation, including any certificate of designation with respect toany series of preferred stock) will be entitled to receive pro rata our remaining assets available for distribution, unless holders ofa majority of the outstanding shares of Common Stock approve a different treatment of the shares. Holders of shares of our Common Stockdo not have preemptive, subscription, redemption or conversion rights. Our shares of Common Stock will not be subject to further callsor assessment by us. There will be no redemption or sinking fund provisions applicable to shares of our Common Stock. All shares of ourCommon Stock that will be outstanding at the effective time will be fully paid and non-assessable. The rights, powers, preferences andprivileges of holders of shares of our Common Stock will be subject to those of the holders of our Series A Preferred Stock and any othershares of preferred stock we may authorize and issue in the future.

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Preferred Stock

Our Certificate of Incorporationauthorizes our Board of Directors to establish one or more series of preferred stock (including convertible preferred stock). Unless requiredunder the Certificate of Incorporation, or bylaws or Nasdaq, the authorized shares of preferred stock will be available for issuance withoutfurther action by stockholders. Our Board of Directors may determine, with respect to any series of preferred stock, the powers includingpreferences and relative participations, optional or other special rights, and the qualifications, limitations or restrictions thereof,of that series, including, without limitation:

We may issue a seriesof preferred stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transactionthat some, or a majority, of the holders of shares of our Common Stock might believe to be in their best interests or in which the holdersof shares of our Common Stock might receive a premium for your shares of Common Stock over the market price of the shares of Common Stock.Additionally, the issuance of preferred stock may adversely affect the rights of holders of our Common Stock by restricting dividendson our shares of Common Stock, diluting the voting power of our shares of Common Stock or subordinating the liquidation rights of ourshares of Common Stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the marketprice of our Common Stock.

Series A ConvertiblePreferred Stock

On December 8, 2021, the Boardadopted resolutions to create a series of shares of preferred stock, par value $0.0001, designated as “Series A Convertible PreferredStock.” On December 14, 2021, we filed the Original Series A COD for 20,000 shares of Series A Preferred Stock. On April 21, 2023,in connection with the transactions contemplated under the Exchange Agreement, the Company filed the Series A COD with the Delaware Secretaryof State. The Series A COD eliminated the Series A Preferred Stock redemption right and dividend (except for certain exceptions as specifiedtherein) and provided for the conversion of Series A Preferred Stock into shares of Common Stock at an initial conversion price equalto the price for a share of Common Stock sold in the offering, $30.00 per share and based on the stated value of $1,080 per share.

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Except to the extent thatthe holders of at least a majority of the outstanding Series A Preferred Stock (the “Required Holders”) expressly consentto the creation of Parity Stock (as defined below) or Senior Preferred Stock (as defined below), all shares of capital stock are juniorin rank to all Series A Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation,dissolution and winding up of the Company (such junior stock is referred to herein collectively as “Junior Stock”). The rightsof all such shares of capital stock of the Company will be subject to the rights, powers, preferences and privileges of the Series A PreferredStock. Without limiting any other provision of this Certificate of Designations, without the prior express consent of the Required Holders,voting separate as a single class, the Company will not hereafter authorize or issue any additional or other shares of capital stock thatis (i) of senior rank to the Series A Preferred Stock in respect of the preferences as to dividends, distributions and payments upon theliquidation, dissolution and winding up of the Company (collectively, the “Senior Preferred Stock”), (ii) of pari passu rankto the Series A Preferred Stock in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolutionand winding up of the Company (collectively, the “Parity Stock”) or (iii) any Junior Stock having a maturity date or any otherdate requiring redemption or repayment of such shares of Junior Stock that is prior to the first anniversary from December 21, 2021. Inthe event of the merger or consolidation of the Company with or into another corporation, the Series A Preferred Stock will maintain theirrelative rights, powers, designations, privileges and preferences provided for herein and no such merger or consolidation will resultinconsistent therewith.

TheSeries A Preferred Stock has a liquidation preference equal to an amount per Series A Preferred Stock equal to the sum of (i) the BlackScholes Value (as defined in the Warrants, which was sold concurrent with the Series A Preferred Stock) with respect to the outstandingportion of all Warrants held by such holder (without regard to any limitations on the exercise thereof) as of the date of such eventand (ii) the greater of (A) 125% of the Conversion Amount of such Series A Preferred Stock on the date of such payment and (B) the amountper share such holder would receive if such holder converted such Series A Preferred Stock into shares of Common Stock immediately priorto the date of such payment, and will be entitled to convert into shares of Common Stock at an initial fixed conversion price of $30.00per share, subject to a beneficial ownership limitation of 9.99%.

If certain defined “triggeringevents” defined in the Series A COD, as amended and restated, occur, or our failure to convert the Series A Preferred Stock intoshares of Common Stock when a conversion right is exercised, failure to issue our shares of Common Stock when the Exchange Warrant isexercised, failure to declare and pay to any holder any dividend on any dividend date, then we may be required to pay a dividend on thestated value on the Series A Preferred Stock in the amount of 18% per annum, but paid quarterly in cash, so long as the triggering eventis continuing.

As a result of the Company’sdelay in filing its periodic reports with the SEC in 2022, a “triggering event” under Section 5(a)(ii) of the Original SeriesA COD occurred on or about April 29, 2022, and because of the delay, the Company was obligated to pay (i) registration delay paymentsunder the RRA, (ii) additional amounts under the Original Series A COD, and (iii) legal fees incurred in the preparation of the ForbearanceAgreement and Waiver to 3i in an aggregate amount of $538,823, which was paid pursuant to that certain Forbearance Agreement and Waiverwith 3i

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On June 6, 2023, 3i andthe Company entered into the 3i Waiver Agreement pursuant to which 3i (“3i Waiver Agreement”) agreed to waive certain rightsgranted under a Series A Preferred Stock securities purchase agreement dated December 20, 2021, the Exchange Agreement and the securitiespurchase agreement related to the April Offering in exchange for (i) amending the conversion price of the Series A Preferred Stock toequal the public offering price of the shares of Common Stock in the July Offering if the public offering price of the shares of CommonStock in the July Offering is lower than the then-current conversion price of the Series A Preferred Stock; (ii) participating in theJuly Offering, at its option, under the same terms and conditions as other investors, of which proceeds from 3i’s participationwere agreed to be used to redeem a portion of shares of Series A Preferred Stock 3i received from the Exchange Agreement; and (iii) (1)the repricing of the exercise price of the April 2023 Common Warrants to the exercise price of the July 2023 Common Warrants; and (2)extending the termination date of the April 2023 Common Warrants to the date of termination of the common warrants offered in the JulyOffering.

On June 29, 2023, theCompany entered into the June 2023 Purchase Agreement with 3i, pursuant to which on June 30, 2023, 3i purchased the 3i June PromissoryNote for the principal amount of $350,000. The terms of the 3i June Promissory Note provides that the outstanding obligations thereunder,including accrued interest, will be paid in full at the Next Financing; provided, however, that if the gross proceeds from the financingare insufficient to settle the payment of the outstanding balance of the 3i June Promissory Note, together with all accrued interestthereon, in full, then the Company will instead be obligated to convert all of the unpaid principal balance of the note, together withall accrued interest thereon, into 486 shares of Series A Preferred Stock. In connection with the Purchase Agreement, the Company and3i agreed to adjust the then conversion price of the Series A Preferred Stock to the Downward Adjustment to Conversion Price. Based onthe closing price of the shares of Common Stock on June 28, 2023, the Downward Adjustment to Conversion Price is equal to $8.00 per share.In connection therewith, the Company filed the Second Certificate of Amendment to the Series A COD with the Delaware Secretary of Stateto amend the Series A COD to reflect the Downward Adjustment to Conversion Price.

Upon the consummation of theJuly Offering, pursuant to the 3i Waiver Agreement, the conversion price of the Series A Preferred Stock was further reduced to $4.50.On July 10, 2023, the Company filed the Third Amendment to effect the change to conversion price to $4.50.

Pursuant to the 3i WaiverAgreement upon the consummation of the July Offering, the conversion price of the Series A Preferred Stock was reduced to $4.50. On July10, 2023, the Company filed a Third Certificate of Amendment to Amended and Restated Certificate of Designations of Series A ConvertiblePreferred Stock (“Third Amendment”) to effect the change to conversion price.

From the proceeds of theJuly Offering, on July 10, 2023, the Company redeemed (i) 4,630 shares of Series A Preferred Stock held by 3i, for $5,000,400 in cash,and (ii) the 3i June Promissory Note for $350,886 in cash. Consequently, the 3i June Promissory Note was paid in full on July 10, 2023.

In connection with theInducement Letter and the transactions contemplated therein, the Company and 3i entered into the Waiver pursuant to which 3i agreed toallow the filing of the Resale Registration Statement not otherwise permitted under certain agreements with 3i. In consideration of enteringin the Waiver, the Company agreed to amend the “Conversion Price” of the Series A Convertible Preferred Stock to equal $1.00as soon as practicable. On September 22, 2023, the Company filed the Fourth Certificate of Amendment to Amended and Restated Certificateof Designations of Series A Convertible Preferred Stock with the Secretary of State of the State of Delaware to reflect the new conversionprice of the Series A Preferred Stock of $1.00. In addition, as a result of the Inducement Warrants, pursuant to the terms of the ExchangeWarrant, in September 2023 the number of shares exercisable and the exercise price of the Exchange Warrant were adjusted to 4,407,221shares (on a 1-for-20 split basis: 220,361 shares at $20.00 per share) of shares of Common Stock and $1.00 per share, respectively.

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On January 14, 2024, pursuantto the terms of the January 14, 2024, 3i LP Bridge Loan, the Company modified the conversion price of the 3i Exchange Warrants from $20.00to $8.95, thereby increasing the number of Exchange Warrants outstanding from 220,361 at December 31, 2023, to 492,317 outstanding atJanuary 14, 2024. Also on January 14, 2024, the conversion price of the outstanding 1,417 shares of Series A Preferred Stock was revisedfrom $20.00 to $8.95. We filed the Fifth Certificate of Amendment to Amended and Restated Certificate of Designations of Series A ConvertiblePreferred Stock (the “Fifth Amendment”) with the Secretary of State of the State of Delaware to reflect the new conversionprice of the Series A Preferred Stock of $8.95. At a stated value of $1,080 for each share of Series A Preferred Stock, the revised priceof $8.95 per share results in the 1,417 shares being convertible into 170,952 shares of Common Stock as of January 14, 2024.

On February 8, 2024, 3iconverted 121 Series A Preferred Stock at $8.95 per share and received 14,598 shares of our Common Stock.

On February 13, 2024,the Company modified the conversion price of the 3i Exchange Warrants from $8.95 to $8.10 and thereby increased the number of ExchangeWarrants outstanding from 492,317 on January 18, 2024, to 544,101 on February 13, 2024. The Company also agreed to amend the conversionprice of the Series A Preferred Stock to equal $8.10 as soon as practicable. We filed the Sixth Certificate of Amendment to Amended andRestated Certificate of Designations of Series A Convertible Preferred Stock (the “Sixth Amendment”) with the Secretary ofState of the State of Delaware to reflect the new conversion price of the Series A Preferred Stock of $8.10. At a stated value of $1,080for each share of Series A Preferred Stock, the revised price of $8.10 per share results in the 1,296 shares being convertible into 493,573shares of Common Stock.

On March 14, 2024, theCompany modified the conversion price of the 3i Exchange Warrants from $8.10 to $7.00 and thereby increased the number of Exchange Warrantsoutstanding from 544,101 on February 13, 2024 to 629,423 on March 14, 2024. The Company also agreed to amend the conversion price ofthe Series A Preferred Stock to equal $7.00 as soon as practicable. We filed the Seventh Certificate of Amendment to Amended and RestatedCertificate of Designations of Series A Convertible Preferred Stock (the “Seventh Amendment”) with the Secretary of Stateof the State of Delaware to reflect the new conversion price of the Series A Preferred Stock of $7.00. At a stated value of $1,080 foreach share of Series A Preferred Stock, the revised price of $7.00 per share results in the outstanding 1,296 shares being convertibleinto 570,972 shares of Common Stock.

On March 26, 2024, 3iconverted 81 shares of Series A Preferred Stock at $7.00 per share and received 12,494 shares of our Common Stock, leaving a balanceof 1,215 shares of Series A Preferred Stock which can be converted to 535,286 shares of Common Stock at $7.00.

Between April 1, 2024 and April 15, 2024, 3iconverted a total of 1,149 shares of Series A Preferred Stock to 390,148 shares of our Common Stock at $2.30 - $7.00. As of April 15,2024, and following a price reset to such Series A Preferred Stock, 3i holds 66 shares of Series A Preferred Stock, at a total statedvalue of $71,2870 which can be converted into 36,933 shares of our Common Stock at $1.93 per share.

On April 12, 2024, 3i converted 200,000 ExchangeWarrants to 84,712 shares of our Common Stock at $3.99 per share. As of April 15, 2024, and following a price reset to such ExchangeWarrants, the value of 3i’s Exchange Warrants is $3,947,221 can be exchanged into 2,045,193 shares of our Common Stock at $1.93per share.

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Series B Preferred Stock

On November 22, 2022,the Board of Directors established the Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”).On November 22, 2022, we filed a Certificate of Designations setting forth the rights, preferences, privileges, and restrictions for200,000 shares of Series B Preferred Stock. The holders of Series B Preferred Stock are not entitled to receive dividends of any kind.Each outstanding share of Series B Preferred Stock has 400 votes per share; The Series B Preferred Stock ranks senior to the shares ofCommon Stock, but junior to the Series A Preferred Stock, as to any distribution of assets upon a liquidation, dissolution or windingup of the Company, whether voluntarily or involuntarily. The Series B Preferred Stock shall rank senior to the shares of Common Stock,but junior to the Series A Preferred Stock. All shares of Series B Preferred Stock that are not present in person or by proxy throughthe presence of such holder’s shares of Common Stock or Series A Preferred Stock, in person or by proxy, at any meeting of stockholdersheld to vote on the proposals relating to the reverse stock split, the Share Increase Proposal and the adjournment proposal as of immediatelyprior to the opening of the polls at such meeting (the “Initial Redemption Time”) will be automatically redeemed by the Companyat the Initial Redemption Time without further action on the part of the Company or the holder thereof (the “Initial Redemption”).Any outstanding shares of Series B Preferred Stock that have not been redeemed pursuant to an Initial Redemption will be redeemed inwhole, but not in part, (i) if such redemption is ordered by the Board of Directors in its sole discretion, automatically and effectiveon such time and date specified by the Board of Directors in its sole discretion or (ii) automatically upon the approval by the Company’sstockholders of the Reverse Stock Split Proposal and the Share Increase Proposal at any meeting of stockholders held for the purposeof voting on such proposals. Each share of Series B Preferred Stock redeemed in any Redemption will be redeemed in consideration forthe right to receive an amount equal to $0.01 in cash for each share of Series B Preferred Stock as of the applicable Redemption Time.Each share of Series B Preferred Stock has 400 votes per share and is entitled to vote with the shares of Common Stock and Series A PreferredStock, together as a single class, on certain proposals. The power to vote, or not to vote, the shares of Series B Preferred Stock isvested solely and exclusively in the Board of Directors, or its authorized proxy. As of February 3, 2023, all shares of Series B preferredstock have been redeemed, and none are issued and outstanding.

Series C Preferred Stock

On February 24, 2023,the Board of Directors established the Series C Preferred Stock, and we filed a Certificate of Designations of Series C Preferred Stock(the “Series C Certificate of Designations”) setting forth the rights, preferences, privileges, and restrictions for 50,000shares of Series C Preferred Stock, as amended on February 28, 2023. As a result of transactions pursuant to an April 20, 2023, Modificationand Exchange Agreement, as amended on May 26, 2023 (the “Exchange Agreement”), with 3i, there are no shares of Series C PreferredStock issued and outstanding.

Dividends. Underthe terms of the Series C Certificate of Designations, the holders of Series C Preferred Stock will be entitled to receive dividends,based on the stated value of $27.00 per share, at a rate of 5% per annum, which shall accrue and be compounded daily, commencing on thedate of first issuance of any Series C Preferred Stock until the date that the Series C Preferred Stock is converted to shares of CommonStock.

Voting Rights. TheSeries C Certificate of Designations provides that the Series C Preferred Stock will have no voting rights other than the exclusive rightto vote with respect to the Share Increase Proposal (as defined in the Series C Certificate of Designations) and the Reverse Stock SplitProposal (as defined in the Series C Certificate of Designations) and shall not be entitled to vote on any other matter except to theextent required under the DGCL, and the right to cast 620 votes per share of Series C Preferred Stock on the Share Increase and ReverseStock Split Proposals.

Liquidation. Inaddition, upon any liquidation, dissolution or winding-up of the Company, prior and in preference to the shares of Common Stock, holdersof Series C Preferred Stock shall be entitled to receive out of the assets available for distribution to stockholders an amount in cashequal to 105% of the aggregate stated value of $27.00 per share of all shares of Series C Preferred Stock held by such holder.

Conversion. Theconversion price for the Series C Preferred Stock shall initially equal the lower of: (i) $6.37, which is the official closing priceof the shares of Common Stock on the Nasdaq Global Market (as reflected on Nasdaq.com) on the Trading Day immediately preceding the OriginalIssuance Date; and (ii) the lower of: (x) the official closing price of the shares of Common Stock on the Nasdaq Global Market (as reflectedon Nasdaq.com) on the Trading Day immediately preceding the Conversion Date or such other date of determination; and (y) the averageof the official closing prices of the shares of Common Stock on the Nasdaq Global Market (as reflected on Nasdaq.com) for the five (5)trading days immediately preceding the Conversion Date or such other date of determination, subject to adjustment herein. In no eventshall the Series C Preferred Stock Conversion Price be less than $1.295 (the “Floor Price”). In the event that the SeriesC Preferred Stock Conversion Price on a Conversion Date would have been less than the applicable Floor Price if not for the immediatelypreceding sentence, then on any such Conversion Date the Company shall pay the Holder an amount in cash, to be delivered by wire transferout of funds legally and immediately available therefor pursuant to wire instructions delivered to the Company by the Holder in writing,equal to the product obtained by multiplying (A) the higher of (I) the highest price that the shares of Common Stock trades at on theTrading Day immediately preceding such Conversion Date and (II) the applicable Series C Preferred Stock Conversion Price and (B) thedifference obtained by subtracting (I) the number of shares of Common Stock delivered (or to be delivered) to the Holder on the applicableShare Delivery Date with respect to such conversion of Series C Preferred Stock from (II) the quotient obtained by dividing (x) the applicableConversion Amount that the Holder has elected to be the subject of the applicable conversion of Series C Preferred Stock, by (y) theapplicable Series C Preferred Stock Conversion Price without giving effect to clause (x) of such definition.

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Redemption. Each holderof Series C Preferred Stock shall have the right to cause the Company to redeem in cash all or part of such holder’s shares of SeriesC Preferred Stock at a price per share equal to 110% of the stated value of $27.00 per share (i) after the earlier of (1) the receiptof Authorized Stockholder Approval (as defined in the Series C Certificate of Designations) and (2) the date that is 60 days followingthe original issue date and (ii) before the date that is 365 days after the original issue date. Upon receipt of a written notice to theCompany by each holder (each, a “Redemption Notice”) setting forth the number of shares of Series C Preferred Stock that suchholder wishes to redeem, the Company shall redeem such shares of Series C Preferred Stock in accordance with the Redemption Notice nolater than 5 days after the date on which the Redemption Notice is delivered to the Company.

Dividends

The DGCL permits a corporationto declare and pay dividends out of “surplus” or, if there is no “surplus,” out of its net profits for the fiscalyear in which the dividend is declared and/or the preceding fiscal year. “Surplus” is defined as the excess of the net assetsof the corporation over the amount determined to be the capital of the corporation by the Board of Directors. The capital of the corporationis typically calculated to be (and cannot be less than) the aggregate par value of all issued shares of capital stock. Net assets equalthe fair value of the total assets minus total liabilities. The DGCL also provides that dividends may not be paid out of net profits if,after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preferenceupon the distribution of assets.

Declaration and payment ofany dividend will be subject to the discretion of our Board of Directors. The time and amount of dividends will be dependent upon ourfinancial condition, operations, cash requirements and availability, debt repayment obligations, capital expenditure needs and restrictionsin our debt instruments, industry trends, the provisions of Delaware law affecting the payment of distributions to shareholders and anyother factors our Board of Directors may consider relevant.

On November 22, 2022,the Board of Directors declared a dividend of Series B Preferred Stock to the stockholders of record of shares of Common Stock and SeriesA Preferred Stock as of December 5, 2022. On December 5, 2022, each share of Common Stock outstanding received 0.016 of a share of SeriesB Preferred Stock and each share of Series A Preferred Stock outstanding received 1.744 shares of Series B Preferred Stock.

Pursuant to the termsof the respective Original Series A COD and Series C Certificate of Designations, the Company recorded a deemed dividend of 8% on theSeries A Preferred Stock of $1,572,000 for the year ended December 31, 2022, In year ended December 31, 2023, the Company recorded adeemed dividend of $123,000 on the Series C Preferred Stock and a deemed dividend of $8,392,000 on the Series A Preferred Stock.

We have no current plansto pay cash dividends on shares of our Common Stock. Any decision to declare and pay dividends in the future will be made at the solediscretion of our Board of Directors and will depend on, among other things, our results of operations, cash requirements, financialcondition, contractual restrictions and other factors that our Board of Directors may deem relevant. Because we will be a holding companyand will have no direct operations, we will only be able to pay dividends from funds we receive from our operating subsidiaries. In addition,our ability to pay dividends may be limited by the agreements governing any indebtedness that we or our subsidiaries incur in the future.

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Warrants

There is no establishedpublic trading market for the Exchange Warrants, Inducement Warrants and common warrants and we do not expect a market to develop. Inaddition, we do not intend to apply to list our warrants on any national securities exchange or other trading market.

PIPE Warrant and Exchange Warrant

Concurrently with theissuance of our Series A Preferred Stock, on December 20, 2021, we issued to 3i a PIPE Warrant to purchase 1,443 shares of our CommonStock at an exercise price of $13,868.40 per share. In connection with the Exchange Agreement, on April 21, 2023, the PIPE Warrant wasexchanged for the Exchange Warrant with the right to purchase 315,085 shares of our Common Stock at an exercise price of $30.00 per share,subject to adjustment upon closing of the July Offering. Notwithstanding the foregoing changes, all other terms of the Exchange Warrantare substantially the same as the terms of the PIPE Warrant. Under the Exchange Agreement, subject to certain exceptions we agreed thatso long as any holder of Series A Preferred Stock beneficially owns any shares of Series A Preferred Stock, the Company will not, withoutthe prior written consent of certain holders of Series A Preferred Stock, issue any Series A Preferred Stock. The Company agreed thatneither the Company nor any of its subsidiaries would issue, offer, sell, grant any option or right to purchase, or otherwise disposeof (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or anyequity-linked or related security (including, without limitation, any “equity security” except for the April Offering (anysuch issuance, offer, sale, grant, disposition or announcement (whether occurring during certain restricted period or at any time thereafter).On October 13, 2023, 3i granted a waiver to permit this offering.

Upon the closing of the JulyOffering, the number of shares exercisable under the Exchange Warrant and the exercise price was adjusted to 2,100,565 shares of CommonStock and $4.50 per share, respectively. Subsequently on July 26, 2023, pursuant to Section 2(e) of the Exchange Warrant, due to the eventmarket price on the 16th day after the June Reverse Stock Split being less than the exercise price of the Exchange Warrant then in effect,the number of shares exercisable under such Warrant and the exercise price was further adjusted to 3,134,693 shares and $3.0155 per share,respectively. In addition, as a result of the Inducement Warrants, pursuant to the terms of the Exchange Warrant, in September 2023, thenumber of shares exercisable and the exercise price of the Exchange Warrant were adjusted to 4,407,221 shares of Common Stock and $1.00per share, respectively.

The terms of the ExchangeWarrant are as follows:

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In the event of either theCompany consolidating or merging with or into another entity (the “Fundamental Transaction”), the sale or assignment of substantiallyall of the Company’s subsidiaries, or a Triggering Event (as defined in the Original Series A COD), the holder is entitled to requirethe Company to pay the holder an amount in cash equal to the Black-Scholes value of the Exchange Warrant on or prior to the later of thesecond trading after the date of request for payment and the date of consummation of the Fundamental Transaction; or at any time afterthe occurrence of the Triggering Event.

Common Warrants Issued in April Offering andJuly Offering

July 2023 Common Warrants

In connection with theJuly Offering, the Company issued the July 2023 Common Warrants. Subject to certain ownership limitations, the July 2023 Common Warrantsare exercisable immediately from the date of issuance. The July 2023 Common Warrants have an original exercise price of $4.50pershare and expire on the 5 year anniversary of the date of issuance, July 10, 2023, unless otherwise agreed upon by us and holder of thewarrant. The exercise price of the July 2023 Common Warrants is subject to certain adjustments, including stock dividends, stock splits,combinations and reclassifications of the Company’s shares of Common Stock. In the event of a fundamental transaction, as describedin the July 2023 Common Warrants, each of the holders of the July 2023 Common Warrants will have the right to exercise its July 2023Common Warrant and receive the same amount and kind of securities, cash or property as such holder would have been entitled to receiveupon the occurrence of such fundamental transaction if such holder had been, immediately prior to such fundamental transaction, the holderof shares of the Company’s shares of Common Stock issuable upon the exercise of its July 2023 Common Warrant. Additionally, inthe event of a fundamental transaction within the Company’s control, as described in the July 2023 Common Warrants, each holderof the July 2023 Common Warrants will have the right to require the Company to repurchase the unexercised portion of its July 2023 CommonWarrant at its fair value using a variant of the Black Scholes option pricing formula. In the event of a fundamental transaction thatis not within the Company’s control, each holder of the July 2023 Common Warrants will have the right to require the Company ora successor entity to redeem the unexercised portion of its July 2023 Common Warrant for the same consideration paid to the holders ofthe Company’s shares of Common Stock in the fundamental transaction at the unexercised July 2023 Common Warrant’s fair valueusing a variant of the Black Scholes option pricing formula.

Pursuant to a securitiespurchase agreement entered into with certain investors in the April Offering (“April Investors”), we agreed that for a periodof 90 days from the close of the April Offering, we would not issue, enter into any agreement to issue or announce the issuance or proposedissuance of any shares of Common Stock or securities convertible or exercisable into shares of Common Stock or file a registration statementwith the SEC to register our securities, subject to certain exceptions. The investors to the securities purchase agreement in the AprilOffering have agreed to waive that provision and permit the offering of shares of our Common Stock, pre-funded warrants and common warrantsin exchange for (i) the repricing of the exercise price of the April 2023 Common Warrants to the exercise price of the common warrantoffered in July Offering if the exercise price of the common warrant is lower than the then-current April 2023 Common Warrants exerciseprice; and (ii) extending the termination date of the April 2023 Common Warrants to the date of termination of the common warrants offeredin July Offering. Concurrent with the close of the July Offering, the Company entered into an Amended and Restated Common Stock PurchaseWarrant to memorialize the repricing of exercise price of the April 2023 Common Warrants to $4.50 and the extension of the terminationof the April 2023 Common Warrants to July 10, 2028.

In connection with the InducementWarrants, the exercise price of the July 2023 Common Warrants was further adjusted to $1.00 per share.

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April 2023 Common Warrants

On April 21, 2023, weclosed a public offering of 71,734 shares of our Common Stock and 71,734 Common Stock purchase warrants, each exercisable for one shareof Common Stock, at a combined public offering price of $30.00, and 178,267 pre-funded warrants, each exercisable for one share of CommonStock, and 178,267 Common Stock purchase warrants at a combined public offering price of $30.00 less the $0.001 for the pre-funded warrants,for aggregate gross proceeds of approximately $7.5 million, before deducting placement agents fees and offering expenses payable by theCompany, the “April Offering”. Such securities were sold pursuant to a securities purchase agreement with the purchaser signatorythereto or pursuant to the prospectus which was part of an effective registration statement on Form S-1 filed with the SEC. The pre-fundedwarrants and the common warrants were immediately separable and were issued separately in the April Offering. Pursuant to a securitiespurchase agreement entered into with certain investors in the April Offering, we agreed that for a period of 90 days from the close ofthe April Offering, we would not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any sharesof Common Stock or securities convertible or exercisable into Common Stock or file a registration statement with the SEC to registerour securities, subject to certain exceptions. In addition, we agreed that for a period of 6 month anniversary of the closing date ofthe April Offering, we would not effect or enter into an agreement to effect any issuance of shares of Common Stock or Common Stock Equivalents(as defined in the securities purchase agreement) involving a Variable Rate Transaction (the “April Restrictive Provisions”).“Variable Rate Transaction” means a transaction in which we (i) issue or sell any debt or equity securities that are convertibleinto, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price,exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the CommonStock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange pricethat is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrenceof specified or contingent events directly or indirectly related to our business or the market for shares of Common Stock or (ii) enterinto, or effect a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-marketoffering,” whereby we may issue securities at a future determined price regardless of whether shares pursuant to such agreementhave actually been issued and regardless of whether such agreement is subsequently canceled.

As of the date of this prospectus,there are no pre-funded warrants outstanding from the April Offering. In connection with the April Offering, the Company issued the April2023 Common Warrants. Subject to certain ownership limitations, the April 2023 Common Warrants were exercisable immediately from the dateof issuance. The April 2023 Common Warrants had an exercise price of $34.00per share and expire on the 5 year anniversary of thedate of issuance, April 21, 2023, unless otherwise agreed upon by us and the holder of the warrant. The exercise price of the April 2023Common Warrants is subject to certain adjustments, including stock dividends, stock splits, combinations and reclassifications of theCompany’s Common Stock. In the event of a fundamental transaction, as described in the April 2023 Common Warrants, each of the holdersof the April 2023 Common Warrants will have the right to exercise its April 2023 Common Warrant and receive the same amount and kind ofsecurities, cash or property as such holder would have been entitled to receive upon the occurrence of such fundamental transaction ifsuch holder had been, immediately prior to such fundamental transaction, the holder of shares of the Company’s Common Stock issuableupon the exercise of its April 2023 Common Warrant. Additionally, in the event of a fundamental transaction within the Company’scontrol, as described in the April 2023 Common Warrants, each holder of the April 2023 Common Warrants will have the right to requirethe Company to repurchase the unexercised portion of its April 2023 Common Warrant at its fair value using a variant of the Black Scholesoption pricing formula. In the event of a fundamental transaction that is not within the Company’s control, each holder of the April2023 Common Warrants will have the right to require the Company or a successor entity to redeem the unexercised portion of its April 2023Common Warrant for the same consideration paid to the holders of the Company’s Common Stock in the fundamental transaction at theunexercised April 2023 Common Warrant’s fair value using a variant of the Black Scholes option pricing formula.

Pursuant to a securities purchaseagreement entered into with certain investors in the April Offering, we agreed that for a period of 90 days from the close of the AprilOffering, we would not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of CommonStock or securities convertible or exercisable into Common Stock or file a registration statement with the SEC to register our securities,subject to certain exceptions. In connection with the July Offering, the investors to the securities purchase agreement in the April Offeringagreed to waive that provision and permit the offering of our Common Stock, pre-funded warrants and common warrants in exchange for (i)the repricing of the exercise price of the April 2023 Common Warrant to the exercise price of the common warrant offered in the July Offeringif the exercise price of the common warrant is lower than the then-current April 2023 Common Warrant exercise price; and (ii) the extensionof the termination date of the April 2023 Common Warrant to the date of termination of the common warrants offered in the July Offering.Concurrent with the close of the July Offering, the Company entered into an Amended and Restated Common Stock Purchase Warrant to memorializethe repricing of exercise price of the April 2023 Common Warrant to $4.50 and the extension of the termination of the April 2023 CommonWarrant to July 10, 2028.

In connection with the InducementWarrants, the exercise price of the April 2023 Common Warrants was further adjusted to $1.00 per share.

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General Terms of April 2023 Common Warrants,July 2023 Common Warrants, and Inducement Warrants

The following summary of certainterms and provisions of the April 2023 Common Warrants, July 2023 Warrants and Inducement Warrants (“Warrants”):

Exercisability. TheWarrants are exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompaniedby payment in full for the number of shares of our Common Stock purchased upon such exercise (except in the case of a cashless exerciseas discussed below). A holder (together with its affiliates) may not exercise any portion of the common warrant to the extent that theholder would own more than 4.99% of the outstanding Common Stock immediately after exercise, except that upon at least 61 days’prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’sWarrants up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as suchpercentage ownership is determined in accordance with the terms of the Warrants. No fractional shares of Common Stock will be issued inconnection with the exercise of a Warrant. In lieu of fractional shares, we will round down to the next whole share.

Cashless Exercise.If, at the time a holder exercises its Warrants, a registration statement registering the issuance of the shares of Common Stock underlyingthe Warrants under the Securities Act is not then effective or available and an exemption from registration under the Securities Act isnot available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon suchexercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or inpart) the net number of shares of Common Stock determined according to a formula set forth in the Warrants.

Transferability. Subjectto applicable laws, Warrants in physical form may be transferred upon surrender of the Warrant together with the appropriate instrumentsof transfer.

Exchange Listing. Thereis no established public trading market for the Warrants, and we do not expect a market to develop. In addition, we do not intend to listthe Warrants on any securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of theWarrants will be limited.

Right as a Stockholder.Except as otherwise provided in the Warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holdersof the Warrants do not have the rights or privileges of holders of our Common Stock, including any voting rights, until they exercisetheir Warrants.

Fundamental Transaction.In the event of a fundamental transaction, as described in the form of Warrant, and generally including any reorganization, recapitalizationor reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets,our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Stock, or any personor group becoming the beneficial owner of 50% of the voting power represented by our outstanding Common Stock, the holders of the Warrantswill be entitled to receive upon exercise of the Warrants the kind and amount of securities, cash or other property that the holders wouldhave received had they exercised the Warrants immediately prior to such fundamental transaction. Additionally, in the event of a fundamentaltransaction within the Company’s control, as described in the respective Warrant, each holder of the Warrants will have the rightto require the Company to repurchase the unexercised portion of its Warrant at its fair value using a variant of the Black Scholes optionpricing formula. In the event of a fundamental transaction that is not within the Company’s control, each holder of the Warrantswill have the right to require the Company or a successor entity to redeem the unexercised portion of its Warrant for the same considerationpaid to the holders of the Company’s Common Stock in the fundamental transaction at the unexercised Warrant’s fair value usinga variant of the Black Scholes option pricing formula.

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InSeptember 2023, we entered into the Inducement Letter dated September 14, 2023 with each of Armistice Capital Master Fund Ltd. and SabbyVolatility Warrant Master Fund, Ltd., or the September Investors, who were the holders of Existing Warrants from the April Offering andthe July Offering. Pursuant to the Inducement Letter, the September Investors agreed to exercise for cash their respective Existing Warrantsto purchase an aggregate of up to 121,944 shares of the Company’s Common Stock, or the Existing Warrant Shares, at an exerciseprice of $20.00 per share, in consideration for the Company’s agreement to issue a new unregistered Common Stock purchase warrantto purchase up to a number of shares of Common Stock equal to 200% of the number of Existing Warrant Shares issued, or the InducementWarrants, pursuant to each Existing Warrant exercise, or the Inducement Warrant Shares, exercisable for 5 years and 6 months from theissue date, at an exercise price of $20.00, subject to adjustment. Upon execution of the Inducement Letter by each of the September Investors,the Company issued the Inducement Warrants to the September Investors pursuant to a private placement. As of December 31, 2023, we receivedapproximately $2.23 million net of placement agent fees and offering expenses.

Wealso agreed to file a registration statement on Form S-3 (or other appropriate form if we are not then Form S-3 eligible) providing forthe resale of the Inducement Warrant Shares issuable upon the exercise of the Inducement Warrants, or the Resale Registration Statement,on or before October 15, 2023, and to use commercially reasonable efforts to have such Resale Registration Statement declared effectiveby the SEC within 90 days following the date of the issuance of the Inducement Warrants and to keep the Resale Registration Statementeffective at all times until no holder of the Inducement Warrants owns any Inducement Warrants or Inducement Warrant Shares. The ResaleRegistration Statement for the resale of up to 243,889 shares of Common Stock was filed with the SEC on October 10, 2023 and declaredeffective on October 19, 2023.

Wealso granted liquidated damages to the September Investors in the event that we fail to (i) provide current public information requiredunder Rule 144(c), or a Public Information Failure or (ii) obtain Stockholder Approval, if required, as defined in the letter agreement,or Stockholder Approval Failure, and the September Investors are unable to sell their Inducement Warrant Shares. In either event, orboth events, we will be required to pay the September Investors an amount in cash equal to one and 1.5% of the aggregate exercise priceof the Inducement Warrants held by the Holder on the day of a Public Information Failure and/or Stockholder Approval Failure and on every30th day (pro rated for periods totaling less than 30 days) thereafter until the Public Information Failure and Stockholder ApprovalFailure are cured.

Inaddition, under the terms of the Inducement Letter and the Securities Purchase Agreement relating to the July Offering, until January10, 2024, the Company is prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of itssubsidiaries of shares of Common Stock or Common Stock equivalents (or a combination of units thereof) involving a Variable Rate Transaction.“Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities thatare convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) ata conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotationsfor the Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise orexchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or uponthe occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for sharesof Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line ofcredit or an “at-the-market offering”, whereby the Company may issue securities at a future determined price regardless ofwhether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled.Any purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall bein addition to any right to collect damages.

AnnualStockholder Meetings

Ourbylaws will provide that annual stockholder meetings will be held at a date, time and place, if any, as exclusively selected by our Boardof Directors. To the extent permitted under applicable law, we may conduct meetings by remote communications, including by webcast.

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Dissenters’Rights of Appraisal and Payment

Underthe DGCL, with certain exceptions, our shareholders will have appraisal rights in connection with a reorganization or consolidation wemay undertake in the future. Pursuant to the DGCL, shareholders who properly request and perfect appraisal rights in connection withsuch reorganization or consolidation will have the right to receive payment of the fair value of their shares as determined by the DelawareCourt of Chancery.

Shareholders’Derivative Actions

Underthe DGCL, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action;provided that the stockholder bringing the action is a holder of our shares at the time of the transaction to which the action relatesor such stockholder’s stock thereafter devolved by operation of law.

Anti-TakeoverProvisions

OurCertificate of Incorporation and our bylaws could make it more difficult for a third-party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. We are authorized to issue shares of preferred stock, which may be issued in one or more series,the terms of which may be determined at the time of issuance by our Board of Directors without further action by stockholders. The termsof any series of preferred stock may include voting rights (including the right to vote as a series on particular matters), preferencesas to dividend, liquidation, conversion and redemption rights and sinking fund provisions. The issuance of any preferred stock couldmaterially adversely affect the rights of the holders of our Common Stock, and therefore, reduce the value of our Common Stock. In particular,specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell our assetsto, a third-party and thereby preserve control by the present management.

Provisionsof our Certificate of Incorporation, bylaws and Delaware law also could have the effect of discouraging potential acquisition proposalsor making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, our Certificateof Incorporation and bylaws and Delaware law, as applicable, among other things:

ExclusiveForum

OurCertificate of Incorporation provides that unless we consent to the selection of an alternative forum, any (1)derivative actionor proceeding brought on our behalf, (2)action asserting a claim of breach of a fiduciary duty owed by any director, officer, stockholderor employee to us or our shareholders, (3)action asserting a claim arising pursuant to any provision of the DGCL or Certificateof Incorporation or bylaws or (4)action asserting a claim governed by the internal affairs doctrine or otherwise related to ourinternal affairs shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delawareor, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware.Any person or entity purchasing or otherwise acquiring any interest in shares our capital stock shall be deemed to have notice of andconsented to the forum provisions in our Certificate of Incorporation. In addition, the provisions described above will not apply tosuits brought to enforce a duty or liability arising under the Exchange Act or any other claim for which the federal courts have exclusivejurisdiction. Furthermore, unless we consent in writing to the selection of an alternative forum, the federal district courts of theUnited States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the SecuritiesAct. We intend for this provision to apply to any complaints asserting a cause of action under the Securities Act despite the fact thatSection 22 of the Securities Act creates concurrent jurisdiction for the federal and state courts over all actions brought to enforceany duty or liability created by the Securities Act or the rules and regulations promulgated thereunder. There is uncertainty as to whethera court would enforce this provision with respect to claims under the Securities Act where the state courts have concurrent jurisdictionand our stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

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Limitationson Liability and Indemnification of Officers and Directors

TheDGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their shareholders for monetarydamages for breaches of directors’ fiduciary duties, subject to certain exceptions. Our Certificate of Incorporation includes aprovision that eliminates the personal liability of directors for monetary damages for any breach of fiduciary duty as a director, exceptto the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions isto eliminate our rights and the rights of our shareholders, through shareholders’ derivative suits on our behalf, to recover monetarydamages from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However,exculpation does not apply to any director if the director has acted in bad faith, knowingly or intentionally violated the law, authorizedillegal dividends or redemptions or derived an improper benefit from his or her actions as a director.

Ourbylaws provide that we must indemnify and advance expenses to our directors and officers to the fullest extent authorized by the DGCL.We are also expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for ourdirectors, officers and certain employees for some liabilities. We believe that these indemnification and advancement provisions andinsurance are useful to attract and retain qualified directors and executive officers.

Thelimitation of liability, advancement and indemnification provisions in our Certificate of Incorporation and bylaws may discourage shareholdersfrom bringing a lawsuit against directors for breach of their fiduciary duty.

Theseprovisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though suchan action, if successful, might otherwise benefit us and our shareholders. In addition, your investment may be adversely affected tothe extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Thereis currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnificationis sought.

Insofaras indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in theopinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

TransferAgent and Registrar

Thetransfer agent and registrar for our Common Stock is Computershare Trust Company, N.A. The transfer agent’s address is 150 RoyalStreet, Canton, MA 02021.

ExchangeListing

Ourshares of Common Stock are currently listed on Nasdaq under the symbol “ALLR.”

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MATERIALU.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS

Thefollowing summary sets forth below certain material U.S. federal income tax consequences for Non-U.S. Holders (as defined below) of commonstock as of the date hereof. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulationspromulgated by the U.S. Treasury Department, current administrative interpretations and practices of the U.S. Internal Revenue Service(the “IRS”) and judicial decisions, all as currently in effect as of the date hereof and all of which are subject to differinginterpretations or change, possibly with retroactive effect. No assurance can be given that the IRS will not assert, or that a courtwill not sustain a position contrary to any of the tax considerations described below. This summary does not discuss all aspects of U.S.federal income taxation that may be relevant to particular holders in light of their particular circ*mstances, and does not address theU.S. federal income tax consequences to holders that are subject to special tax rules, including, without limitation: financial institutions,insurance companies, mutual funds, pension plans, S corporations, controlled foreign corporations, broker-dealers, traders in securitiesthat elect mark-to-market treatment, regulated investment companies, real estate investment trusts, partnerships and their partners,tax-exempt organizations (including private foundations), investors that hold common stock as part of a “straddle,” “hedge,”“conversion,” “synthetic security,” “constructive ownership transaction,” “constructive sale”or other integrated transaction for U.S. federal income tax purposes, holders subject to the alternative minimum tax provisions of theCode, holders who acquired common stock directly or indirectly in connection with performance of services, pursuant to an exercise ofemployee options, in connection with employee incentive plans or otherwise as compensation, the Sponsor and its affiliates, persons whoactually or constructively own 5% or more (by vote or value) of the common stock, persons required to accelerate the recognition of anyitem of gross income with respect to common stock as a result of such income being recognized on an applicable financial statement, andU.S. expatriates, all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this summarydoes not discuss any state, local, or non-United States tax considerations, any non-income tax (such as gift or estate tax) considerations,the alternative minimum tax, the Medicare tax on certain net investment income, the impact of the 1% excise tax on stock repurchasesunder the Inflation Reduction Act of 2022 by certain U.S. corporations, or any tax reporting obligations in respect of the ownershipof common stock. This summary is limited to holders that hold common stock as “capital assets” (generally, property heldfor investment) under the Code.

Ifa partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds common stock,the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnershipand the partner and certain determinations made at the partner level. If you are a partner of a partnership holding common stock, youare urged to consult your tax advisor.

Forpurposes of this discussion, a “Non-U.S. Holder” is a beneficial owner for U.S. federal income tax purposes of common stockthat is not any of the following:

Gainon Sale, Taxable Exchange, or Other Taxable Disposition of Common Stock

Subjectto the discussions below under “—Information Reporting and Backup Withholding” and “—FATCA,” a Non-U.S.Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a taxable dispositionof its common stock, unless:

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Withrespect to the third bullet point above (if applicable to a particular Non-U.S. Holder), gain recognized by such Non-U.S. Holder on thesale, exchange or other disposition of common stock will be subject to tax at generally applicable U.S. federal income tax rates. Therecan be no assurance that the common stock will be treated as regularly traded on an established securities market for this purpose. TheCompany does not believe that it is or has been a United States real property holding corporation for U.S. federal income tax purposesbut there can be no assurance in this regard. The Company would be classified as a United States real property holding corporation ifthe fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair marketvalue of its worldwide real property interests plus its other assets used or held for use in a trade or business, as determined for U.S.federal income tax purposes.

Non-U.S.Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Taxationof Distributions

Subjectto the discussions below under “—Information Reporting and Backup Withholding” and “—FATCA,” in general,any distributions the Company makes to a Non-U.S. Holder on shares of common stock, to the extent paid out of the Company’s currentor accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federalincome tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade orbusiness within the United States (and, under certain income tax treaties, attributable to a United States permanent establishment orfixed base maintained by the Non-U.S. Holder), the applicable withholding agent will be required to withhold tax from the gross amountof the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable incometax treaty and provides proper certification of its eligibility for such reduced rate. Any distribution not constituting a dividend willbe treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of common stock (and,subject to the discussion below under “—Information Reporting and Backup Withholding” and “—FATCA,”and the third bullet point above under “—Gain on Sale, Taxable Exchange or Other Taxable Disposition of common stock,”to the extent such distribution does not exceed the adjusted tax basis, such amount will generally not be subject to withholding) and,to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other dispositionof common stock, which will be treated as described above under “—Gain on Sale, Taxable Exchange or Other Taxable Dispositionof Common Stock.” In addition, if the Company determines that it is classified as a United States real property holding corporation,it will withhold 15% of any distribution that exceeds the Company’s current and accumulated earnings and profits.

Dividendsthe Company pays to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or businesswithin the United States (and, under certain income tax treaties, attributable to a United States permanent establishment or fixed basemaintained by the Non-U.S. Holder), generally will not be subject to U.S. federal withholding tax, provided such Non-U.S. Holder complieswith certain certification and disclosure requirements. Instead, such dividends generally will be subject to U.S. federal income tax,net of certain deductions, at the same graduated individual or corporate rates applicable to United States persons as defined under theCode (subject to an exemption or reduction in such tax as may be provided by an applicable income tax treaty). If the Non-U.S. Holderis a corporation, dividends that are effectively connected income may also be subject to an additional “branch profits tax”at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

InformationReporting and Backup Withholding

TheCompany generally must report annually to the IRS and to eachNon-U.S.Holder the amount of dividends paid to such holder andthe tax withheld with respect to such dividends, regardless of whether withholding was required. A Non-U.S. Holder may have to complywith certification procedures to establish that it is not a United States person in order to avoid information reporting and backup withholdingrequirements. The certification procedures required to claim a reduced rate of withholding under an applicable income tax treaty generallywill satisfy a Non-U.S. Holder’s certification requirements necessary to avoid backup withholding as well. Backup withholding isnot an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a refund or a credit againsta Non-U.S. Holders U.S. federal income tax liability provided the required information is timely furnished to the IRS. Holders shouldconsult their tax advisors regarding the application of information reporting and backup withholding to them.

FATCA

Undersections 1471 to 1474 of the Code, commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”), a 30% withholdingtax generally applies with respect to certain payments on and, subject to the regulatory relief described below, gross proceeds froma sale or disposition of, common stock if paid to (i)a foreign financial institution (as the beneficial owner or as an intermediaryfor the beneficial owner), unless such institution (a)enters into, and is in compliance with, a withholding and information reportingagreement with the U.S. government to collect and provide to the U.S. tax authorities substantial information regarding U.S. accountholders of such institution (which would include certain equity and debt holders of such institution, as well as certain account holdersthat are foreign entities with U.S. owners) or (b)is a resident in a country that has entered into an intergovernmental agreementwith the United States in relation to such withholding and information reporting and the financial institution complies with the relatedinformation reporting requirements of such country or (ii)a foreign entity that is not a financial institution (as the beneficialowner or as an intermediary for the beneficial owner), unless such entity provides the withholding agent with a certification identifyingthe substantial United States owners of the entity, which generally includes any United States person who directly or indirectly ownsmore than 10% of the entity, or such entity otherwise qualifies for an exemption from these rules.

Anintergovernmental agreement between the United States and the applicable foreign country, or future U.S. Treasury regulations or otherguidance, may modify these requirements. Under proposed U.S. Treasury regulations that may be relied upon pending finalization, the withholdingtax on gross proceeds would be eliminated and, consequently, FATCA withholding on gross proceeds is not expected to apply unless suchproposed U.S. Treasury regulations are modified, withdrawn or replaced in a manner that would subject gross proceeds to FATCA withholding.Non-U.S. Holders should consult their tax advisors regarding the possible implications of such withholding tax.

NON-U.S.HOLDERS OF COMMON STOCK ARE URGED TO CONSULT THEIR TAX ADVISORS CONCERNING THE APPLICATION OF U.S. FEDERAL, STATE, LOCAL, AND FOREIGNINCOME AND OTHER TAX CONSEQUENCES THEREOF TO THEIR PARTICULAR SITUATIONS.

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UNDERWRITING

isacting as representative of the underwriters of this offering. We have entered into an underwriting agreement dated, 2024 with the representative.Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to each underwriter named below, and each underwriternamed below has severally agreed to purchase, at the public offering price less the underwriting discounts set forth on the cover pageof this prospectus, the number of shares of common stock listed next to its name in the following table:

Theunderwriters are committed to purchase all shares offered by us other than those covered by the over-allotment option described below,if any are purchased. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwritingagreement. Furthermore, pursuant to the underwriting agreement, the underwriters’ obligations are subject to customary conditions,representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of officers’ certificatesand legal opinions.

Theunderwriters are offering the shares subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legalmatters by their counsel, and other conditions. The underwriters reserve the right to withdraw, cancel or modify offers to the publicand to reject orders in whole or in part.

Theunderwriters propose to offer the shares offered by us to the public at the public offering price set forth on the cover of the prospectus.After the shares are released for sale to the public, the underwriters may change the offering price and other selling terms at varioustimes.

Over-AllotmentOption

We have granted theunderwriters an over-allotment option. This option, which is exercisable for up to 45 days after the date of this prospectus, permitsthe representative to purchase a maximum of 750,000 additional shares of common stock (15% of the shares sold in this offering) fromus to cover over-allotments, if any. If the representative exercises all or part of this option, it will purchase shares covered by theoption at the offering price per share that appears on the cover page of this prospectus, less the underwriting discount. If this optionis exercised in full, the total offering price to the public will be $ and the totalnet proceeds, before expenses, to us will be $.

Discount

Thefollowing table shows the offering price, underwriting discounts and proceeds, before expenses, to us. The information assumes eitherno exercise or full exercise by the underwriters of their over-allotment option.

Wehave agreed to pay a non-accountable expense allowance to the underwriters equal to % of the gross proceeds received in this offering(excluding proceeds received from exercise of the underwriters’ over-allotment option).

Wehave agreed to reimburse the representative for (i)fees and expenses of legal counsel to the underwriters in an amount not to exceed$ ; (ii)fees and expenses related to the use of Ipreo’s book building, prospectus tracking and compliance software for theoffering in the amount of $ ; and (iii)up to $ for actual accountable “road show” expenses.

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Weestimate that the total expenses of the offering payable by us, excluding the total underwriting discount and non-accountable expenseallowance, will be approximately $ .

Representative’sWarrants

Wehave agreed to issue to the representative or its designees warrants to purchase up to a total of (or if the over-allotment option is exercised in full) shares of our common stock ( % of the aggregate number of shares of common stocksold in this offering) (the “Representative’s Warrants”). The Representative’s Warrants will be exercisable ata per share exercise price equal to % of the public offering price per share of the shares of common stock sold in this offering. TheRepresentative’s Warrants are exercisable at any time, from time to time, in whole or in part, during the four and one half yearperiod commencing 180 days from the commencement of sales of the securities in this Offering.

TheRepresentative’s Warrants and the shares of common stock underlying the Representative’s Warrants have been deemed compensationby FINRA and are, therefore, subject to a 180-day lock-up pursuant to FINRA Rule 5110(g)(1). The Representative or permitted assigneesunder such rule may not sell, transfer, assign, pledge, or hypothecate the Representative’s Warrants or the securities underlyingthe Representative’s Warrants, nor will the representative engage in any hedging, short sale, derivative, put, or call transactionthat would result in the effective economic disposition of the Representative’s Warrants or the underlying shares of common stockfor a period of 180 days from the effective date of the registration statement. Additionally, the Representative’s Warrants maynot be sold, transferred, assigned, pledged, or hypothecated for a 180-day period following the effective date of the registration statement,except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The Representative’sWarrants will provide for adjustment in the number and price of the Representative’s Warrants and the shares of common stock underlyingthe Representative’s Warrants in the event of recapitalization, merger, stock split, or other structural transaction, or a futurefinancing undertaken by us. The Representative’s Warrants will provide for registration rights (including a one-time demand registrationright and unlimited piggyback rights) consistent with FINRA Rule 5110.05. The demand for registration may be made at any time beginningon the initial exercise date of the Representative’s Warrants and expiring on the fifth anniversary of the effective date of thisregistration statement in accordance with FINRA Rule 5110(g)(8)(C). In addition to the one-time demand registration right, the Representative’sWarrants shall have unlimited piggyback rights, for a period of no more than two years from the initial exercise date of the Representative’sWarrants in accordance with FINRA Rule 5110(g)(8)(D). The Representative’s Warrants will also provide for customary anti-dilutionprovisions (for stock dividends and splits and recapitalizations) consistent with FINRA Rule 5110, and further, the number of sharesunderlying the Representative’s Warrants shall be reduced if necessary to comply with FINRA rules and regulations.

DiscretionaryAccounts

Theunderwriters do not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.

Lock-UpAgreements

Ourdirectors and officers have agreed, subject to certain exceptions, not to offer, pledge, sell, contract to sell, grant, lend, or otherwisetransfer or dispose of, directly or indirectly, or enter into any swap or other arrangement that transfers to another, in whole or inpart, any of the economic consequences of ownership of any shares of our capital stock or any securities convertible into or exercisableor exchangeable for shares of our common stock, for a period of ( )months from the date of the consummation of this offering.

Additionally,we agreed that for a period of ( )months after the consummation of this offering we will not directly or indirectly in any “at-the-market,”continuous equity or variable rate transaction, offer to sell, sell, contract to sell, grant any option to sell or otherwise disposeof our shares of capital stock or any securities convertible into or exercisable or exchangeable for shares of our capital stock in any“at-the-market,” continuous equity or variable rate transaction, without the prior written consent of the Representative.

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Determinationof Offering Price

Thepublic offering price of the shares of our common stock that we are offering was negotiated between us and the representative based on,among other things, the trading price of our common stock prior to the offering. Other factors considered in determining the public offeringprice of the shares of our common stock include our history and prospects, the stage of development of our business, our business plansfor the future and the extent to which they have been implemented, an assessment of our management, general conditions of the securitiesmarkets at the time of the offering and such other factors as were deemed relevant.

Indemnification

Tothe extent permitted by law, we have agreed to indemnify the underwriters and its affiliates, stockholders, directors, officers, employees,members and controlling persons against certain liabilities, including liabilities under the Securities Act, and to contribute to paymentsthat the underwriters may be required to make for these liabilities.

ElectronicOffer, Sale and Distribution of Shares

Aprospectus in electronic format may be made available on the websites maintained by one or more underwriters or selling group members,if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuseselectronically. The representative may agree to allocate a number of shares to underwriters and selling group members for sale to theironline brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will makeinternet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on theunderwriters’ websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of whichthis prospectus forms a part, has not been approved or endorsed by us or any underwriter in its capacity as underwriter, and should notbe relied upon by investors.

Stabilization

Inconnection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate-coveringtransactions, penalty bids and purchases to cover positions created by short sales.

Stabilizingtransactions permit bids to purchase securities so long as the stabilizing bids do not exceed a specified maximum and are engaged infor the purpose of preventing or retarding a decline in the market price of the securities while the offering is in progress.

Over-allotmenttransactions involve sales by the underwriters of securities in excess of the number of securities that underwriters are obligated topurchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a coveredshort position, the number of securities over-allotted by the underwriters is not greater than the number of securities that they maypurchase in the over-allotment option. In a naked short position, the number of securities involved is greater than the number of securitiesin the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasingsecurities in the open market.

Syndicatecovering transactions involve purchases of securities in the open market after the distribution has been completed in order to coversyndicate short positions. In determining the source of securities to close out the short position, the underwriters will consider, amongother things, the price of securities available for purchase in the open market as compared with the price at which they may purchasesecurities through exercise of the over-allotment option. If the underwriters sell more securities than could be covered by exerciseof the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying securities inthe open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there couldbe downward pressure on the price of the securities in the open market that could adversely affect investors who purchase in the offering.

Penaltybids permit the representative to reclaim a selling concession from a syndicate member when the securities originally sold by that syndicatemember are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

Thesestabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market priceof our securities or preventing or retarding a decline in the market price of our securities. As a result, the price of our securitiesin the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriters makeany representation or prediction as to the effect that the transactions described above may have on the price of our securities. Thesetransactions may be effected on the NYSE American, in the over-the-counter market or otherwise and, if commenced, may be discontinuedat any time.

PassiveMarket Making

Inconnection with this offering, underwriters and selling group members may engage in passive market making transactions in our commonstock on the NYSE American or on the OTCQB in accordance with Rule 103 of Regulation M under the Exchange Act, during a period beforethe commencement of offers or sales of the securities and extending through the completion of the distribution. A passive market makermust display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are loweredbelow the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

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OtherRelationships

Certainof the underwriters and their affiliates may provide in the future, various advisory, investment and commercial banking and other servicesto us in the ordinary course of business, for which they may receive customary fees and commissions. However, we have not yet had, andhave no present arrangements with any of the underwriters for any further services.

Offerrestrictions outside the United States

Otherthan in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offeredby this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not beoffered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisem*nts in connection withthe offer and sale of any such securities be distributed or published in any jurisdiction, except under circ*mstances that will resultin compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes areadvised to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus inany jurisdiction in which such an offer or a solicitation is unlawful.

Australia

Thisprospectus is not a disclosure document under Chapter 6D of the Australian Corporations Act, has not been lodged with the AustralianSecurities and Investments Commission and does not purport to include the information required of a disclosure document under Chapter6D of the Australian Corporations Act. Accordingly, (i)the offer of the securities under this prospectus is only made to personsto whom it is lawful to offer the securities without disclosure under Chapter 6D of the Australian Corporations Act under one or moreexemptions set out in section 708 of the Australian Corporations Act, (ii)this prospectus is made available in Australia only tothose persons as set forth in clause (i)above, and (iii)the offeree must be sent a notice stating in substance that by acceptingthis offer, the offeree represents that the offeree is such a person as set forth in clause (i)above, and, unless permitted underthe Australian Corporations Act, agrees not to sell or offer for sale within Australia any of the securities sold to the offeree within12 months after its transfer to the offeree under this prospectus.

China

Theinformation in this document does not constitute a public offer of the securities, whether by way of sale or subscription, in the People’sRepublic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Regionand Taiwan). The securities may not be offered or sold directly or indirectly in the PRC to legal or natural persons other than directlyto “qualified domestic institutional investors.”

EuropeanEconomic Area—Belgium, Germany, Luxembourg and Netherlands

Theinformation in this document has been prepared on the basis that all offers of securities will be made pursuant to an exemption underthe Directive 2003/71/EC (“Prospectus Directive”), as implemented in Member States of the European Economic Area (each, a“Relevant Member State”), from the requirement to produce a prospectus for offers of securities.

Anoffer to the public of securities has not been made, and may not be made, in a Relevant Member State except pursuant to one of the followingexemptions under the Prospectus Directive as implemented in that Relevant Member State:

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France

Thisdocument is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers)in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles211-1 et seq. of the General Regulation of the French Autorité des marchés financiers (“AMF”). The securitieshave not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.

Thisdocument and any other offering material relating to the securities have not been, and will not be, submitted to the AMF for approvalin France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.

Suchoffers, sales and distributions have been and shall only be made in France to (i)qualified investors (investisseurs qualifiés)acting for their own account, as defined in and in accordance with Articles L.411-2-II-2 and D.411-1 to D.411-3, D. 744-1, D.754-1 andD.764-1 of the French Monetary and Financial Code and any implementing regulation and/or (ii)a restricted number of non-qualifiedinvestors (cercle restreint d’investisseurs) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2and D.411-4, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.

Pursuantto Article 211-3 of the General Regulation of the AMF, investors in France are informed that the securities cannot be distributed (directlyor indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3of the French Monetary and Financial Code.

Ireland

Theinformation in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filedwith or approved by any Irish regulatory authority as the information has not been prepared in the context of a public offering of securitiesin Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the “Prospectus Regulations”).The securities have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way ofa public offering, except to (i) qualified investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii)fewerthan 100 natural or legal persons who are not qualified investors.

Israel

Thesecurities offered by this prospectus have not been approved or disapproved by the Israeli Securities Authority (the ISA), or ISA, norhave such securities been registered for sale in Israel. The shares may not be offered or sold, directly or indirectly, to the publicin Israel, absent the publication of a prospectus. The ISA has not issued permits, approvals or licenses in connection with this offeringor publishing the prospectus; nor has it authenticated the details included herein, confirmed their reliability or completeness, or renderedan opinion as to the quality of the securities being offered. Any resale in Israel, directly or indirectly, to the public of the securitiesoffered by this prospectus is subject to restrictions on transferability and must be effected only in compliance with the Israeli securitieslaws and regulations.

Italy

Theoffering of the securities in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (CommissioneNazionale per le Societa e la Borsa, or CONSOB), pursuant to the Italian securities legislation and, accordingly, no offering materialrelating to the securities may be distributed in Italy and such securities may not be offered or sold in Italy in a public offer withinthe meaning of Article 1.1(t) of Legislative Decree No.58 of 24February 1998 (“Decree No.58”), other than:

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Anyoffer, sale or delivery of the securities or distribution of any offer document relating to the securities in Italy (excluding placementswhere a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be:

Anysubsequent distribution of the securities in Italy must be made in compliance with the public offer and prospectus requirement rulesprovided under Decree No.58 and the Regulation No.11971 as amended, unless an exception from those rules applies. Failureto comply with such rules may result in the sale of such securities being declared null and void and in the liability of the entity transferringthe securities for any damages suffered by the investors.

Japan

Thesecurities have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan(Law No.25 of 1948), as amended (the “FIEL”) pursuant to an exemption from the registration requirements applicableto a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph3 of the FIEL and the regulations promulgated thereunder). Accordingly, the securities may not be offered or sold, directly or indirectly,in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified InstitutionalInvestor who acquires securities may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisitionby any such person of securities is conditional upon the execution of an agreement to that effect.

Portugal

Thisdocument is not being distributed in the context of a public offer of financial securities (oferta pública de valores mobiliários)in Portugal, within the meaning of Article 109 of the Portuguese Securities Code (Código dos Valores Mobiliários). Thesecurities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in Portugal. This documentand any other offering material relating to the securities have not been, and will not be, submitted to the Portuguese Securities MarketCommission (Comissăo do Mercado de Valores Mobiliários) for approval in Portugal and, accordingly, may not be distributedor caused to distributed, directly or indirectly, to the public in Portugal, other than under circ*mstances that are deemed not to qualifyas a public offer under the Portuguese Securities Code. Such offers, sales and distributions of securities in Portugal are limited topersons who are “qualified investors” (as defined in the Portuguese Securities Code). Only such investors may receive thisdocument and they may not distribute it or the information contained in it to any other person.

Sweden

Thisdocument has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority).Accordingly, this document may not be made available, nor may the securities be offered for sale in Sweden, other than under circ*mstancesthat are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980)(Sw. lag (1991:980)omhandel med finansiella instrument). Any offering of securities in Sweden is limited to persons who are “qualified investors”(as defined in the Financial Instruments Trading Act). Only such investors may receive this document and they may not distribute it orthe information contained in it to any other person.

Switzerland

Thesecurities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on anyother stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standardsfor issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectusesunder art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.Neither this document nor any other offering material relating to the securities may be publicly distributed or otherwise made publiclyavailable in Switzerland.

Neitherthis document nor any other offering material relating to the securities have been or will be filed with or approved by any Swiss regulatoryauthority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss FinancialMarket Supervisory Authority (FINMA).

Thisdocument is personal to the recipient only and not for general circulation in Switzerland.

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UnitedArab Emirates

Neitherthis document nor the securities have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emiratesor any other governmental authority in the United Arab Emirates, nor has the Company received authorization or licensing from the CentralBank of the United Arab Emirates or any other governmental authority in the United Arab Emirates to market or sell the securities withinthe United Arab Emirates. This document does not constitute and may not be used for the purpose of an offer or invitation. No servicesrelating to the securities, including the receipt of applications and/or the allotment or redemption of such shares, may be renderedwithin the United Arab Emirates by the Company.

Nooffer or invitation to subscribe for securities is valid or permitted in the Dubai International Financial Centre.

UnitedKingdom

Neitherthe information in this document nor any other document relating to the offer has been delivered for approval to the Financial ServicesAuthority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, asamended (“FSMA”)) has been published or is intended to be published in respect of the securities. This document is issuedon a confidential basis to “qualified investors” (within the meaning of section 86(7) of FSMA) in the United Kingdom, andthe securities may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document,except in circ*mstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should notbe distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person inthe United Kingdom.

Anyinvitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with theissue or sale of the securities has only been communicated or caused to be communicated and will only be communicated or caused to becommunicated in the United Kingdom in circ*mstances in which section 21(1) of FSMA does not apply to the Company. In the United Kingdom,this document is being distributed only to, and is directed at, persons (i)who have professional experience in matters relatingto investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions)Order 2005 (“FPO”), (ii)who fall within the categories of persons referred to in Article 49(2)(a) to (d)(highnet worth companies, unincorporated associations, etc.) of the FPO or (iii)to whom it may otherwise be lawfully communicated (together“relevant persons”). The investments to which this document relates are available only to, and any invitation, offer or agreementto purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this documentor any of its contents.

Canada

Thesecurities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors,as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permittedclients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resaleof the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirementsof applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remediesfor rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remediesfor rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’sprovince or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’sprovince or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI33-105 regardingunderwriter conflicts of interest in connection with this offering.

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LEGALMATTERS

Thevalidity of securities offered hereby will be passed upon for us by Venable LLP, New York, New York. , New York, New York is acting ascounsel to the placement agent in connection with certain legal matters related to this offering.

EXPERTS

Theconsolidated financial statements of Allarity Therapeutics, Inc. appearing in our Annual Report on Form 10-K for the years ended December31, 2023, and 2022, have been incorporated by reference herein by reference in reliance on the report of Wolf & Company, P.C., independentregistered public accounting firm, given on the authority of such firm as experts in accounting and auditing.

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WHEREYOU CAN FIND ADDITIONAL INFORMATION

Wehave filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of Common Stock offeredby this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all the information setforth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules andregulations of the SEC. For further information with respect to us and our securities, we refer you to the registration statement, includingthe exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contractor any other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement,please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or documentfiled as an exhibit is qualified in all respects by the filed exhibit. The SEC maintains an Internet site that contains reports, proxyand information statements, and other information regarding issuers, like us, that file electronically with the SEC. The address of thatwebsite is www.sec.gov.

Weare subject to the information reporting requirements of the Exchange Act, and we file reports, proxy statements and other informationwith the SEC. These reports, proxy statements and other information will be available at website of the SEC referred to above.

Wealso maintain a website at www.allarity.com. Information contained in, or accessible through, our website is not a part of thisprospectus, and the inclusion of our website address in this prospectus is only as an inactive textual reference.

Uponrequest, we will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered,a copy of the documents incorporated by reference into this prospectus but not delivered with the prospectus. You may request a copyof these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus, at no cost by writingus at the Company address provided below in section titled “Incorporation of Certain Information By Reference.”

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INCORPORATIONOF CERTAIN INFORMATION BY REFERENCE

TheSEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to discloseimportant information to you by referring you to those other documents. The information incorporated by reference is an important partof this prospectus, and information that we file later with the SEC will automatically update and supersede this information. Statementsin this prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statementare not necessarily complete and each statement is qualified in all respects by that reference. The documents we are incorporating byreference into this prospectus are:

Inaddition, all documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) on or after thedate of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of the registrationstatement, and (ii) on or after the date of this prospectus but before the completion or termination of this offering (excluding anyinformation not deemed “filed” with the SEC), are deemed to be incorporated by reference into, and to be a part of, thisprospectus. In no event, however, will any of the information, including exhibits, that we disclose under Item 2.02 and Item 7.01 ofany Current Report on Form 8-K that has been or may, from time to time, be furnished to the SEC to be incorporated into or otherwisebecome a part of this prospectus.

Anystatement contained in a previously filed document is deemed to be modified or superseded for purposes of this prospectus to the extentthat a statement contained in this prospectus or in a subsequently filed document incorporated by reference herein modifies or supersedesthe statement, and any statement contained in this prospectus is deemed to be modified or superseded for purposes of this prospectusto the extent that a statement contained in a subsequently filed document incorporated by reference herein modifies or supersedes thestatement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of thisprospectus.

Wehereby undertake to provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered,upon written or oral request of any such person, a copy of any and all of the information that has been or may be incorporated by referencein this prospectus, other than exhibits to such documents. Requests for such copies should be directed to:

AllarityTherapeutics, Inc.

24School Street, 2^nd Floor

Boston,MA 02108

Youshould rely only on information contained in, or incorporated by reference into, this prospectus. We have not authorized anyone to provideyou with information different from that contained in this prospectus or incorporated by reference therein. We are not making offersto sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making suchoffer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

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5,000,000Shares of Common Stock

ALLARITY THERAPEUTICS, INC.

PRELIMINARY PROSPECTUS

 ,2024

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

Thefollowing table sets forth all costs andexpenses, other than underwriting discountsand commissions, payable by us in connection with the sale of the shares of our Common Stockbeing registered. All amounts shown are estimates except for the SEC registration and FINRAfiling fees.

Item 14. Indemnification of Directors and Officers.

Delaware law, our certificateof incorporation, as amended (the “Certificate of Incorporation”) and our amended and restated bylaws, as amended (the “Bylaws”)provide that we will, in certain situations, indemnify our directors and officers and may indemnify other employees and other agents,to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, directpayment, or reimbursem*nt of reasonable expenses (including attorneys’ fees and disbursem*nts) in advance of the final dispositionof the proceeding.

The Certificate of Incorporationlimits a director’s liability to the fullest extent permitted under the Delaware General Corporation Law (“DGCL”).The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary dutiesas directors, except for liability:

Section 145(a) of the DGCLprovides, in general, that a corporation may indemnify any person who was or is a party to or is threatened to be made a party to anythreatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an actionby or in the right of the corporation), because he or she is or was a director, officer, employee or agent of the corporation, or is orwas serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actuallyand reasonably incurred by the person in connection with such action, suit or proceeding, if he or she acted in good faith and in a mannerhe or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal actionor proceeding, had no reasonable cause to believe his or her conduct was unlawful.

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Section145(b) of theDGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to anythreatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the personis or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (includingattorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suitif he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation,except that no indemnification shall be made with respect to any claim, issue or matter as to which he or she shall have been adjudgedto be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that,despite the adjudication of liability but in view of all of the circ*mstances of the case, he or she is fairly and reasonably entitledto indemnity for such expenses that the Court of Chancery or other adjudicating court shall deem proper.

Section145(g) of theDGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer,employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agentof another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurredby such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the powerto indemnify the person against such liability under Section145 of the DGCL.

If the DGCL is amended toauthorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors willbe eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

In addition, we intend toenter into separate indemnification agreements with our directors and officers. These agreements, among other things, require us to indemnifyour directors and officers for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred bya director or officer in any action or proceeding arising out of their services as one of our directors or officers or any other companyor enterprise to which the person provides services at our request.

We anticipate maintaininga directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability foractions taken in their capacities as directors and officers. We believe these provisions in the Certificate of Incorporation and Bylawsand these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnificationfor liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in the opinion of the SEC,such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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Item15. Recent Sales of Unregistered Securities.

All share and per shareinformation presented in this Part II, Item 15 gives effect to the Share Consolidations.

On January 14, 2024, weentered into a securities purchase agreement with 3i, pursuant to which we issued and sold 3i a senior convertible promissory notes inan aggregate principal amount of $440,000 due on January 18, 2025 (the “January Note”) for an aggregate purchase price of$400,000, representing an approximate 10% original issue discount. On January 14, 2024, pursuant to the terms of the January 14, 2024,3i LP Bridge Loan, the Company modified the conversion price of the 3i Exchange Warrants from $20.00 to $8.95, thereby increasing thenumber of Exchange Warrants outstanding from 220,361 at December 31, 2023, to 492,317 outstanding at January 14, 2024. Also on January14, 2024, the conversion price of the outstanding 1,417 shares of Series A Preferred Stock was revised from $20.00 to $8.95. We filedthe Fifth Certificate of Amendment to Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock (the “FifthAmendment”) with the Secretary of State of the State of Delaware to reflect the new conversion price of the Series A PreferredStock of $8.95. At a stated value of $1,080 for each share of Series A Preferred Stock, the revised price of $8.95 per share resultsin the 1,417 shares being convertible into 170,952 shares of Common Stock as of January 14, 2024.

OnFebruary 8, 2024, 3i converted 121 Series A Preferred Stock at $8.95 per share and received14,598 shares of our Common Stock.

OnFebruary 13, 2024, we issued and sold to 3i a senior convertible promissory note in an aggregateprincipal amount of $440,000 due on February 13, 2025 (the “February Note”) foran aggregate purchase price of $400,000, representing an approximately 10% original issuediscount. On February 13, 2024, the Company modified the conversion price of the 3i ExchangeWarrants from $8.95 to $8.10 and thereby increased the number of Exchange Warrants outstandingfrom 492,317 on January 18, 2024, to 544,101 on February 13, 2024. We filed the Sixth Certificateof Amendment to Amended and Restated Certificate of Designations of Series A ConvertiblePreferred Stock (the “Sixth Amendment”) with the Secretary of State of the Stateof Delaware to reflect the new conversion price of the Series A Preferred Stock of $8.10.At a stated value of $1,080 for each share of Series A Preferred Stock, the revised priceof $8.10 per share results in the 1,296 shares being convertible into 493,573 shares of CommonStock.

OnMarch 14, 2024, we issued and sold to 3i a senior convertible promissory note in an aggregateprincipal amount of $660,000 due on March 14, 2025 (the “March Note”) for anaggregate purchase price of $600,000, representing an approximately 10% original issue discount.On March 14, 2024, the Company modified the conversion price of the 3i Exchange Warrantsfrom $8.10 to $7.00 and thereby increased the number of Exchange Warrants outstanding from544,101 on February 13, 2024 to 629,423 on March 14, 2024. We filed the Seventh Certificateof Amendment to Amended and Restated Certificate of Designations of Series A ConvertiblePreferred Stock (the “Seventh Amendment”) with the Secretary of State of theState of Delaware to reflect the new conversion price of the Series A Preferred Stock of$7.00. At a stated value of $1,080 for each share of Series A Preferred Stock, the revisedprice of $7.00 per share results in the outstanding 1,296 shares being convertible into 570,972shares of Common Stock.

OnMarch 26, 2024, 3i converted 81 shares of Series A Preferred Stock at $7.00 per share andreceived 12,494 shares of our Common Stock, leaving a balance of 1,215 shares of Series APreferred Stock which can be converted to 535,286 shares of Common Stock at $7.00.

OnMarch 26, 2024, we issued 14,500 shares of Common Stock, at a value of $90,770, to our formerCEO Mr. James Cullem in partial satisfaction of the terms of his settlement agreement.

The offers, sales, andissuances of the 3i June Promissory Note, the Repayment Shares and common shares issuable upon conversion of the Repayment Shares, andoptions to Mr. McLaughlin, and Ms. Brown; and Series A Preferred Stock and PIPE Warrant, 3i Promissory Notes, Series C Preferred Stock,the April Note, the Note Conversion Shares to 3i, the Inducement Warrants, the Inducement Warrant Shares, the January Note, the FebruaryNote and the March Note were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the SecuritiesAct or Rule 506 of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. Each of the recipientsof securities in these transactions was an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act.The conversions of Series A Preferred Stock into shares of Common Stock, and the issuance of the Exchange Shares and Exchange Warrantwere exempt from registration pursuant to Section 3(a)(9).

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Item16. Exhibits and Financial Statement Schedules.

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Item17.Undertakings

The undersigned registranthereby undertakes:

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SIGNATURES

Pursuant to the requirements of the SecuritiesAct of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto dulyauthorized, in the City of Boston, State of Massachusetts, on April 17, 2024.

Pursuant to the requirementsof the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the datesindicated.

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