Item 5.08 Shareholder Director Nomination.
The Board of Directors of Allarity Therapeutics, Inc. (the "Company") determined
that the Company's 2022 Annual Meeting of Stockholders (the "Annual Meeting")
will be held virtually online by means of remote communication on or about
November 4, 2022, or as otherwise set forth in the Company's notice and proxy
statement for the Annual Meeting. Stockholders of record of the Company's common
stock at the close of business on September 15, 2022 will be entitled to notice
of, and to vote at, the Annual Meeting. The Company, however, reserves the right
to change the record date prior to the Annual Meeting.
Since the Company did not hold an annual stockholders meeting the previous year,
stockholders of the Company who wish to have a proposal considered for inclusion
in the Company's proxy materials for the Annual Meeting pursuant to Rule 14a-8
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
pursuant to the Amended and Restated Bylaws of Allarity Therapeutics, Inc. (the
"Bylaws"), must ensure that such proposal is delivered to or mailed to and
received by the Company's Secretary at Allarity Therapeutics, Inc., 210
Broadway, Suite 201, Cambridge, Massachusetts, 02139, on or before the close of
business on August 26, 2022, which pursuant to Sections 2.12 and 2.13 of the
Bylaws is ten (10) days after public disclosure of the date of the Company's
Annual Meeting. The Company has determined such date to be reasonable under the
Bylaws and the rules under the Exchange Act and is hereby providing notice of
the deadline for stockholder proposals.
In addition to complying with the August 26, 2022 deadline, stockholder director
nominations and stockholder proposals intended to be considered for inclusion in
the Company's proxy materials for the Annual Meeting must also comply with all
applicable Securities and Exchange Commission rules, including Rule 14a-8,
Delaware corporate law and the Bylaws in order to be eligible for inclusion in
the proxy materials for the Annual Meeting. Any director nominations and
stockholder proposals received after the August 26, 2022 deadline will be
considered untimely and will not be considered for inclusion in the proxy
materials for the Annual Meeting nor will it be considered at the Annual
Meeting.
Item 8.01 Other Events
The disclosure in Item 5.08 above is incorporated by this reference into this
Item 8.01.
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