Allarity Therapeutics Inc. American Depositary Share prospectus (version dated 2026-04-27)

255,103 Shares of Common Stock Offered by the Selling Stockholder This prospectus relates to the resale, from time to time, by the selling stockholder identified herein, of up to 255,103 shares ofcommon stock, par value $0.0001 per share (the “Common Stock”), of Allarity Therapeutics, Inc. (the “Company”) (the “Shares”). The Common Shares were issued to the selling stockholder in a private placement completed on December 23, 2025. The selling stockholder may, from time to time, sell, transfer or otherwise dispose of all or a portion of the securitiesdescribed in this prospectus through public or private transactions, at prevailing market prices or at negotiated prices, and by various We are not offering any shares of Common Stock under this prospectus and will not receive any proceeds from the sale of theshares by the selling stockholder. Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “ALLR.” On April 23, 2026, thelast reported sale price of our Common Stock on Nasdaq was $1.40 per share. This prospectus provides a general description of the securities being offered. You should carefully read this prospectus,together with the accompanying registration statement and the documents incorporated by reference, before making any investment We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and are subject to reduced publiccompany reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth Investing in our securities involves significant risks. We strongly recommend that you read carefully the risks wedescribe in this prospectus and in any accompanying prospectus supplement, as well as the risk factors that are incorporated NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS The date of this prospectus is April 27, 2026 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the documents we have filed with the SEC that are incorporated by reference herein and therein containforward-looking statements within the meaning of Section 27A of the Securities Actand Section 21E of the Securities Exchange Actof 1934, as amended (the “Exchange Act”). In addition, from time to time we or our representatives have made or will make forward-looking statements in various other filings that we make with the SEC or in other documents, including press releases or other similarannouncements. Forward-looking statements concern our current plans, intentions, beliefs, expectations and statements of future Forward-looking statements are based on our assumptions and are subject to known and unknown risks and uncertainties thatcould cause actual results to differ materially from those reflected in or implied by these forward-looking statements. Factors thatmight cause actual results to differ include, among others, those set forth under “Risk Factors” in this prospectus and those discussedin “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in our most recent Annual Report onForm 10-K and subsequent Quarterly Reports on Form 10-Q and in our future periodic reports filed with the SEC, all of which areincorporated by reference herein. Readers are cautioned not to place undue reliance on any forward-looking statements contained inthis prospectus or the documents we have filed with the SEC that are incorporated by reference herein and therein, which reflectmanagement’s views and opinions only as of their respective dates. We assume no obligation to update forward-looking statements to ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or theSEC, using a “shelf” registration process. By using a shelf registration statement, the selling stockholder may sell shares of ourCommon Stock from time to time and in one or more offerings as described in this prospectus and may provide a prospectussupplement to this prospectus that contains specific information about the shares of our Common Stock being offered and sold and thespecific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may containmaterial information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change Neither we, the selling stockholder nor any underwriter has authorized anyone to provide you with any information or tomake any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writingprospectuses prepared by or on behalf of us or to which we have referred you. Neither we, the selling stockholder nor any underwritertakes responsibility for, and can provide no assurances as to the reliability of, any