Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On March 2, 2026, Allarity Therapeutics, Inc., a Delaware corporation (the "Company") entered into a note purchase agreement (the "Purchase Agreement") with Streeterville Capital, LLC, a Utah limited liability company ("Lender"), pursuant to which the Company issued and sold to the Lender (i) a promissory note in the original principal amount of $10,930,000 (the "A-1 Note," together with any notes issued pursuant to the Note Exchange (as defined below), the "A Notes") and (ii) a secured promissory note in the original principal amount of $10,000,000 (the "B Note," and together with the A Notes, the "Notes"; each individually, a "Note"). The A-1 Note carries an original issue discount of $900,000 and the Company agreed to pay $30,000 to the Lender to cover the Lender's legal, accounting and due diligence expenses which were included in the original principal balance of the A-1 Note. On the Closing Date, Lender paid $10,000,000 to the Company and additional $10,000,000 was deposited into an account at Lakeside Bank owned by the Company's newly formed wholly-owned subsidiary, ALLR Holdings, LLC, a Utah limited liability company ("ALLR Sub"), to be held pursuant to a Deposit Account Control Agreement entered into among ALLR Sub, Lender, and Lakeside Bank (the "DACA").

Pursuant to the Purchase Agreement, if at any time the aggregate outstanding principal balance of all A Notes is less than or equal to $5,000,000, the Company will have the right to exchange $2,500,000 (or such other amount as mutually agreed by the parties) of the B Note for an A Note in the same form as the A-1 Note (each, a "Note Exchange").

Interest under the A-1 Note and B Note accrues at a rate of 9.00% per annum and 5.00% per annum, respectively. The unpaid amount of the Notes, any interest, fees, charges and late fees are due 18 months following the date of issuance. The Company may prepay all or any portion of the outstanding balance of the Notes after the date of issuance.

In the event the A-1 Note is outstanding on the ninety (90) day anniversary of the date of issuance, then the Company will be charged a one-time monitoring fee to cover Lender's accounting, legal and other costs.

Beginning on the 6-month anniversary of the date of issuance of the Notes, Lender will have the right to redeem up to $250,000 plus accrued interest (such amount, the "Redemption Amount") per calendar month. The applicable Redemption Amount will be due and payable in cash within two trading days of the Company's receipt of a redemption notice from the Lender.

The Company's obligations under the transaction documents are secured by the DACA, a guaranty from ALLR Sub (the "Guaranty") and a pledge (the "Pledge Agreement") by the Company of all membership interests in ALLR Sub.

At any time following the occurrence of a Major Trigger Event or Minor Trigger Event (each as defined in the Notes), the Lender may, upon prior written notice to the Company, increase the outstanding balance of the Notes by 10% for each occurrence of any Major Trigger Event and 5% for each occurrence of any Minor Trigger Event (the "Trigger Effect"), provided that the Trigger Effect may only be applied three times with respect to Major Trigger Events and three times with respect to Minor Trigger Events.

If the Company fails to cure a Trigger Event within five trading days following the date of transmission of a written demand notice by the Lender, the Trigger Event will automatically become an Event of Default (as defined in the Note). Following the occurrence of any Event of Default, the Lender may, upon written notice to the Company, (i) accelerate the Note, with the outstanding balance of the Note following application of the Trigger Effect (the "Mandatory Default Amount") becoming immediately due and payable in cash; provided, however, that upon the occurrence of certain types of the Trigger Events as specified in the Note, an Event of Default will be deemed to have occurred and the outstanding balance as of the date of the occurrence of such Trigger Event shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for the Trigger Event to become an Event of Default, and (ii) cause interest on the outstanding balance of the Note beginning on the date the applicable Event of Default occurred to accrue at an interest rate equal to the lesser of 15% per annum simple interest or the maximum rate permitted under applicable law. In connection with the acceleration aforementioned, Lender need not provide any presentment, demand, protest, or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies under the Note and all other remedies available to it under applicable law.