Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Equity Line of Credit

Common Stock Purchase Agreement

On January 28, 2026, Allarity Therapeutics, Inc. (the "Company") entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with Tumim Stone Capital LLC, a Delaware limited liability company (the "Investor").

Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Investor up to the lesser of: (a) $6,000,000 of newly issued shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and (b) the Exchange Cap (as defined below), from time to time, at the Company's sole discretion (each such sale, a "VWAP Purchase") by delivering an irrevocable written notice to the Investor (each such notice, a "VWAP Purchase Notice"). The Company shall be permitted to deliver a VWAP Purchase Notice to Investor during the period commencing on the Commencement Date (as defined in the Purchase Agreement), subject to the terms and conditions set forth therein, and unless the Purchase Agreement is earlier terminated in accordance with its terms. Any sales of Common Stock pursuant to the Purchase Agreement will be subject to the limitations imposed by General Instruction I.B.6 of Form S-3.

The shares of Common Stock purchased pursuant to a VWAP Purchase will be purchased at the VWAP Purchase Price, which shall equal (i) 95% of the lowest daily dollar volume-weighted average price for the Common Stock during the One-Day VWAP Purchase Valuation Period (as defined in the Purchase Agreement) or (ii) 97% of the lowest daily dollar volume-weighted average price for the Common Stock during the Three-Day VWAP Purchase Valuation Period (as defined in the Purchase Agreement), in each case subject to the terms and conditions set forth therein. The maximum number of shares of Common Stock that may be required to be purchased pursuant to a VWAP Purchase Notice (i) if using a one-day VWAP Purchase Valuation Period to determine the VWAP Purchase Price, such number of shares of Common Stock equal to the lower of: (A) 25% of the average daily trading volume in the Common Stock on the Trading Market (or, in the event the Common Stock is then listed on an Eligible Market, 25% of the average daily trading volume in the Common Stock on such Eligible Market) for the five (5) consecutive Trading Day period ending on (and including) the Trading Day immediately preceding the applicable VWAP Purchase Exercise Date for such VWAP Purchase; or (B) such number of shares equal to $1,000,000 worth of Common Stock, each share valued at the VWAP Purchase Price; or, (ii) if using a three-day VWAP Purchase Valuation Period to determine the VWAP Purchase Price, such number of shares of Common Stock equal to the lower of: (A) 40% of the average daily trading volume in the Common Stock on the Trading Market (or, in the event the Common Stock is then listed on an Eligible Market, 25% of the average daily trading volume in the Common Stock on such Eligible Market) for the five (5) consecutive Trading Day period ending on (and including) the Trading Day immediately preceding the applicable VWAP Purchase Exercise Date for such VWAP Purchase; or (B) such number of shares equal to $2,000,000 worth of Common Stock, each share valued at the VWAP Purchase Price (in each case to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction during the applicable period).