Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Graff Jeremy R. 2. Issuer Name and Ticker or Trading Symbol Allarity Therapeutics, Inc. [ALLR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O ALLARITY THERAPEUTICS, INC., 123 E TARPON AVE 3. Date of Earliest Transaction (Month/Day/Year) 01/22/2026 (Street) TARPON SPRINGS, FL 34689 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/22/2026 M 48,147 A (1) 73,028 D Common Stock 01/22/2026 F 17,814(3) D $1.18 55,214 D Common Stock 09/30/2026 M 39,494 A (1) 94,708 D Common Stock 09/30/2026 F 14,613(3) D $0.97 80,095(5) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

(1)

01/22/2026

M

48,147

(2)

(2)

Common Stock

48,147

$ 0

175,283

D

Restricted Stock Units

(1)

09/30/2026

M

39,494

(2)

(2)

Common Stock

39,494

$ 0

269,122(4)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Graff Jeremy R. C/O ALLARITY THERAPEUTICS, INC. 123 E TARPON AVE TARPON SPRINGS, FL 34689			See Remarks

Signatures

/s/ Jeremy R. Graff		10/09/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Restricted stock units convert into common stock on a one-for-one basis.
(2)	On September 30, 2024 and January 22, 2025, the Reporting Person was granted 118,483 and 144,441 restricted stock units, respectively, which vest in three equal annual installments beginning on the first anniversary of the applicable grant date.
(3)	Represents shares withheld by the Issuer to satisfy tax withholding obligations arising upon the vesting and settlement of restricted stock units. The shares were withheld based on the fair market value of the Issuer's common stock on the applicable vesting date.
(4)	The amount reported in column 9 reflects 175,283 restricted stock units outstanding following the January 22, 2026 settlement, plus 133,333 restricted stock units granted on January 28, 2026 and previously reported, less 39,494 restricted stock units settled on September 30, 2026.
(5)	The 381,644 amount previously reported in column 5 of Table I of the Reporting Person's Form 4/A filed April 30, 2026 combined issued shares of common stock and unvested restricted stock units and did not reflect the 17,814 shares withheld on January 22, 2026. This Form 4 reports issued shares of common stock in Table I and unvested restricted stock units separately in Table II. After giving effect to the January 22, 2026 vesting and withholding and the January 28, 2026 restricted stock unit grant, the correct balances were 55,214 shares of common stock and 308,616 restricted stock units.
Remarks: President and Chief Development Officer

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