Item 1.01 Entry into a Material Definitive Agreement

Second Amendment to License Agreement with Novartis

On September 27, 2022, Allarity Therapeutics Europe Aps ("Allarity Europe"), a wholly-owned subsidiary of Allarity Therapeutics, Inc. (the "Company"), entered into a Second Amendment to License Agreement (the "Second Amendment") with Novartis Pharma AG, a company organized under the laws of Switzerland ("Novartis"), which amended the terms of the License Agreement dated April 6, 2018 (the "Original Agreement"), as amended by that certain First Amendment to License Agreement effective as of March 30, 2022 ("Amendment" and together with the Original Agreement, the "Agreement") and that certain Promissory Note dated April 6, 2018, which was re-issued by Allarity Therapeutics Denmark ApS ("Allarity Denmark," or "OV-SPV2"), a subsidiary of Allarity Europe, in favor of Novartis on March 30, 2022, to modify the terms and timing of the Outstanding Milestone Payment (as defined in the Second Amendment). The Second Amendment became effective upon receipt by Novartis of the first portion of the Outstanding Milestone Payment, which was made on or about September 28, 2022.

Under Clause 7.2 of the Original Agreement, the Company agreed to pay Novartis a milestone payment in one lump sum ("Third Milestone Payment") upon submission of the first NDA with the FDA for a Licensed Product in the United States (the "Third Milestone"). The Second Amendment restructured the terms of the Third Milestone Payment to an installment plan (with the final installment due in 2023), allowing the Company more time to make the Third Milestone Payment.

In addition, the Second Amendment amended (1) Clause 1.1 of the Agreement to include the definitions of Financing Transaction, Phase 1 Clinical Trial and Phase 1b/2 Clinical Trial, (2) Clause 2.1 of the Agreement to clarify that the Company would not be permitted to sublicense any rights granted to the Company prior to completion of a Phase II Clinical Trial without the prior written consent of Novartis, and (3) Clause 7.3 to provide for the acceleration of certain milestone payments in the event the Company enters into a Financing Transaction (as defined in the Second Amendment). If all milestones under the Second Amendment are achieved, the Company may be obligated to pay Novartis up to a maximum of $26.5 million.

The Original Agreement, First Amendment and the Note are filed as Exhibit 10.7 to our Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the "SEC") on August 20, 2021, and Exhibits 10.1 and 10.2 to our Current Report on Form 8-K filed with the SEC on April 18, 2022, respectively. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.





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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit   Exhibit Description
10.1†       Second Amendment to License Agreement
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

† In accordance with Item 601 of Regulation S-K, certain portions of this exhibit


   will be omitted because they are not material and would likely cause
   competitive harm to the registrant if disclosed. The registrant agrees to
   provide an unredacted copy of the exhibit on a supplemental basis to the SEC or
   its staff upon request.




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