On August, 26, 2021 Allarity Therapeutics A/S ("Allarity" or the "Company") reported that an accelerated extraordinary and final exercise period for warrants of the ALLR TO 3 series (the "TO 3 Warrants"), which were issued to subscribers of units in the Company’s preferential rights issue in May-June 2021, starts on August 30 and runs until September 13 (Press release, Allarity Therapeutics, AUG 26, 2021, View Source [SID1234586933]). Each warrant entitles the holder to subscribe for one (1) newly issued share at a subscription price of SEK 1.7.

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In accordance with the terms of the TO 3 Warrants, as included in the prospectus for the rights issue published on May 19, 2021, the Company’s Board of Directors is entitled to determine an extraordinary and final exercise window of 10 trading days in which warrants shall be exercised provided, however, that the price of the Company’s shares increases to SEK 2.0 or more calculated as average volume weighted price (VWAP) over 10 trading days. The Board of Directors notes that the Company’s shares have been traded at a price of SEK 2.0 or more during a period of 10 ten trading days running from August 12 – August 25, 2021, calculated as average VWAP. The Board of Directors has determined that it is necessary to accelerate the exercise period for TO 3 Warrants in order to meet the requirements of, and complete, the previously announced US$ 20 million investment by 3i Fund (New York, NY) supporting the Company’s planned migration to the U.S. Nasdaq stock market. Accordingly, the Board of Directors sets an extraordinary and final exercise period as set out above.

It is important to note that, in correspondence with the warrant terms, the TO 3 Warrants which are not exercised at the latest September 13, 2021, or sold at the latest September 9, 2021, will become null and void without compensation or payment of any kind to the warrant holders. For the warrants not to lose their value, the holder must actively subscribe for new shares by exercise of the warrants or sell the warrants.

Summarized terms for exercising the warrants of series TO 3

Exercise period: August 30 – September 13, 2021.

Issue size: 145,003,680 warrants of series TO 3, which entitles to subscription of 145,003,680 shares. If all the warrants are exercised, the Company will receive approximately SEK 246.5 million before issuing costs.

Exercise price: SEK 1.7 per share.

Last day for trading warrants of series TO 3: September 9, 2021.

Dilution etc.: If all warrants are exercised the share capital will increase with DKK 7,250,184, from DKK 19,503,155.70, to DKK 26,753,339.7. If all warrants are exercised the number of shares will increase with 145,003,680 shares, from 390,063,114 shares, to 535,066,794 shares. The dilution at exercise of all warrants amounts to 27.1 percent of the number of shares.

How warrants are exercised

Nominee-registered warrants (Custody account):

Subscription and payment by exercise of warrants shall be made in accordance with instructions from each nominee bank. Please contact your nominee bank for additional information.

Examples of nominee-registered warrants are, in most cases, warrants in accounts in Avanza or Nordnet.

Direct-registered warrants (Securities account):

No accounts for issuing nor any instructions regarding payments will be sent out. Subscriptions will be made through simultaneous payment in accordance with the instructions on the application form.

The application form including instructions for payment will be available at Allarity’s website, www.allarity.com and on Hagberg & Aneborn Fondkommission AB’s website, www.hagberganeborn.se.

Following subscription, the warrants will be replaced by interim shares awaiting registration at the Danish Business Authority.

Important dates for warrants of series TO 3

August 30, 2021 – The exercise period begins

September 9, 2021 – Last day of trading in the warrants of series TO 3

September 13, 2021 – The exercise period ends

September 15, 2021 – Expected date for publication of the warrant exercise outcome

September 28, 2021 – Expected date for conversion of interim shares to shares

Advisers

Hagberg & Aneborn Fondkommission AB the issuing agent. Mazanti-Andersen Advokatpartnerselskab is legal advisor to the Company.