Allarity Therapeutics Inc

Proposal 3 requests shareholder approval to increase the share reserve under the Company’s Amended and Restated 2021 Equity Incentive Plan from 1,521,990 to 2,021,990 shares. Management frames the amendment as necessary to attract, retain and incentivize employees, consultants, officers and directors and notes that the plan already provides for annual automatic increases but that the additional shares are required based on current and anticipated grant activity. The proposal is routine in the sense of equity plan refreshes, but materially dilutive if fully used, and impacts long-term shareholder equity allocation and executive pay design. The Compensation Committee will administer the plan and has broad discretion on award types, vesting, repricing, and other grant terms, so shareholder approval expands the Company’s ability to grant options, RSUs, SARs and other awards without further shareholder votes. The company discloses standard anti-dilution adjustments, change-of-control treatment, transfer limitations, clawback provisions, director award caps, and other governance mechanics that limit some potential abuses but leave considerable discretion to the Board and Compensation Committee. Approving the amendment will allow the company to continue issuing equity awards to support growth and retain talent without resorting to cash alternatives; rejecting it could constrain compensation flexibility and force use of other, potentially more expensive, forms of compensation. The Board recommends FOR, arguing that the increase aligns management incentives with stockholder value creation; investors should weigh the immediate dilutive potential against the need to preserve competitive equity-based compensation in a biotech/drug-development context where retaining scientific and development talent is critical. Given the Company’s small float and recent financing activity, vote-sensitive investors should consider the pace of historical grants, existing overhang, and potential future dilution when deciding whether to support the increase.

Proposal 4 is a non-binding advisory 'say-on-pay' vote asking shareholders to approve the Company’s executive compensation as disclosed in the proxy materials. Management voluntarily offers this advisory vote despite emerging-growth status, describing it as an opportunity for shareholders to express views on overall NEO compensation philosophy, practices, and disclosed pay outcomes rather than on any single element. Although non-binding, the Board and Compensation Committee state they will consider the outcome when making future compensation decisions, giving the vote persuasive but not mandatory effect. For investors, a negative advisory vote typically triggers heightened engagement and potential recalibration of pay practices or enhanced disclosure; a positive vote signals shareholder acquiescence. The Company’s compensation program includes base salary, annual incentive opportunity, and equity awards administered by the Compensation Committee, which retains broad discretion over award terms and supplemental policies like clawbacks and director caps. Given the biotech industry context and the Company’s use of equity to retain talent, shareholders should evaluate the alignment between pay and performance, disclosure clarity, award dilution, and severance/termination protections disclosed in the filing. The Board recommends FOR, emphasizing responsiveness to shareholder feedback even though the vote is advisory; sophisticated investors will treat the result as a governance signal and monitor subsequent changes to compensation structure, disclosure, and say-on-pay engagement.

Proposal 5 asks shareholders to approve, for Nasdaq Rule 5635(d) purposes, the potential issuance of shares under a January 28, 2026 Common Stock Purchase Agreement with Tumim Stone Capital LLC that could exceed the Company’s Exchange Cap and 19.99% issuance threshold. The facility permits up to $6.0 million in aggregate gross proceeds from variable-priced VWAP purchases subject to limits including the Exchange Cap and Nasdaq rules; shareholder approval removes the Exchange Cap constraint so long as other contractual and regulatory conditions are met. Management argues the approval gives the Company greater flexibility to access near-term capital via the ELOC for working capital and general corporate purposes while noting the formula pricing could result in significant dilution to existing holders depending on future VWAPs. The Board discloses customary ownership caps (4.99% default, may be increased with notice), registration requirements, and that issuance remains subject to securities laws and Nasdaq rules; it also clarifies that approval is not approval of the agreement itself but only of Nasdaq-rule relief. From a governance perspective, investors should weigh the financing value and optionality of an ELOC against the potential for rapid dilution, the variable pricing mechanics (95%/97% of VWAP), historical financing alternatives, and whether the company has adequate controls on activation and use of the facility. The Board recommends FOR; an informed vote should consider the company’s liquidity profile, alternative capital access costs, likely share issuance scenarios under different price trajectories, and whether the authorization is consistent with shareholder dilution tolerances.

Proposal 6 seeks shareholder approval to amend the Certificate of Incorporation to permit exculpation of certain officers for monetary damages for breaches of the duty of care, consistent with Section 102(b)(7) of the Delaware General Corporation Law. Management positions this change as aligning officer protections with existing director exculpation, reducing litigation risk and expense, and aiding recruitment and retention of senior executives; the amendment explicitly preserves liability for breaches of loyalty, acts not in good faith, intentional misconduct, knowing violation of law, derivative claims, and transactions yielding improper personal benefits. The legal effect is to bar direct shareholder claims for monetary damages against covered officers for duty-of-care breaches, while leaving significant exceptions intact. The Board sets a high supermajority (66 2/3%) vote threshold for approval, reflecting the significance of charter-level liability changes. For investors, the tradeoff is between governance protections that can encourage capable leadership and a potential weakening of direct shareholder remedies for negligence-type conduct; critics often view exculpation as reducing accountability. The Board recommends FOR, arguing that alignment with director protections and hiring/retention benefits outweigh concerns, but investors should scrutinize the company’s governance practices, indemnification policies, and historical officer conduct before supporting the change. If approved, the amendment would be filed promptly with the Delaware Secretary of State and be prospective only, leaving existing rights and liabilities intact for past acts.

Proposal 7 authorizes the Chair and management to adjourn the Annual Meeting, if necessary or advisable, to solicit additional proxies to obtain sufficient votes for the other substantive proposals. Management frames the adjournment authority as a procedural tool to ensure stockholder votes can be lawfully and fully solicited and tabulated without convening a separate meeting; adjournments of less than 30 days require only an in-meeting announcement of the new time and remote access method unless a new record date is set. The proposal is standard governance practice and has limited substantive policy impact, but it has practical implications on timing and continuation of proxy solicitations and could be used to extend the solicitation period to pursue a desired voting outcome. Because broker discretionary voting is allowed on routine matters, the company expects broker non-votes to be immaterial for this adjournment vote, but investors should note that adjournments can change the dynamics and timing of other proposals. The Board recommends FOR this proposal; shareholders generally support adjournment authority so that the company can secure quorum or additional votes rather than rescheduling or cancelling the meeting. From an investor-protection view, adjournment powers are customary but should not be used to unreasonably delay votes or materially disadvantage dissenting shareholders; oversight by independent directors and transparent communications mitigate such risks.