SecProbe.io

CORRESP
 1
 filename1.htm

 VIA EDGAR

 September 30, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Allarity Therapeutics, Inc.

 Registration Statement on Form S-3

 File No. 333-290521

 Acceleration Request

 Requested Date:
 September 30, 2025

 Requested Time:
 5:00 p.m., Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the " Act "), Allarity Therapeutics, Inc. (the " Company ") hereby
requests the Securities and Exchange Commission take appropriate action to cause the above-referenced registration statement (the " Registration
Statement ") to become effective on September 30, 2025, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, unless
we or our outside counsel, Venable LLP, request by telephone that such Registration Statement be declared effective at some other time.
In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 Once the Registration Statement
is effective, please orally confirm the event with our counsel, Venable LLP, by calling William N. Haddad at (212) 503-9812 or, in his
absence, Arif Soto at (212) 503-0874.

 Very truly yours,

 ALLARITY THERAPEUTICS, INC.

 By:
 /s/ Thomas H. Jensen

 Name:
 Thomas H. Jensen

 Title:
 Chief Executive Officer

 cc:
 William N. Haddad, Venable LLP

 Arif Soto, Venable LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 29, 2025

Thomas H. Jensen
Chief Executive Officer
Allarity Therapeutics, Inc.
123 E Tarpon Ave
Tarpon Springs, FL 34689

 Re: Allarity Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed September 25, 2025
 File No. 333-290521
Dear Thomas H. Jensen:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jimmy McNamara at 202-551-7349 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: William N. Haddad
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
February 27, 2024
Thomas Jensen
Chief Executive Officer
Allarity Therapeutics, Inc.
24 School Street, 2nd Floor
Boston, MA 02108
Re:Allarity Therapeutics, Inc.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed February 23, 2024
File No. 001-41160
Dear Thomas Jensen:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William Haddad

CORRESP
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24
School Street, 2nd Floor

Boston,
MA 02108

November
27, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jason Drory

    Re:
    Allarity Therapeutics, Inc.

    Registration Statement on Form S-3 (File No. 333-275282)

    Request for Acceleration

    Requested Date: November 29, 2023

    Requested Time: 5:00 p.m. Eastern Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests that the effective
date of its Registration Statement on Form S-3 (File No. 333-275282) be accelerated so that the same will become effective at 5:00 p.m.,
Eastern Time, on November 29, 2023, or as soon thereafter as is practicable.

If
you have any questions regarding this request, please contact our counsel Daniel B. Eng of Lewis Brisbois Bisgaard & Smith LLP at
(415) 262-8508.

    Very Truly Yours,

    Allarity Therapeutics, Inc.

    By:
    /s/
James G. Cullem

    Name:
    James G. Cullem

    Title:
    Chief Executive
    Officer

United States securities and exchange commission logo
November 8, 2023
James Cullem
Chief Executive Officer
Allarity Therapeutics, Inc.
24 School Street, 2nd Floor
Boston, MA 02108
Re:Allarity Therapeutics, Inc.
Registration Statement on Form S-3
Filed November 2, 2023
File No. 333-275282
Dear James Cullem:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Scott E. Bartel, Esq

CORRESP
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24 School Street, 2nd Floor

Boston, MA 02108

October 17, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Dillion Hagius

Re: Allarity Therapeutics, Inc.

Registration Statement on Form S-3 (File No. 333-274923)

Request for Acceleration

Requested Date: October 19, 2023

Requested Time: 5:00 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned hereby respectfully requests that the effective date of its Registration Statement on Form S-3,
as amended, (File No. 333-274923) be accelerated so that the same will become effective at 5:00 p.m., Eastern Time, on October 19, 2023,
or as soon thereafter as is practicable.

If you have any questions regarding this request,
please contact our counsel Daniel B. Eng of Lewis Brisbois Bisgaard & Smith LLP at (415) 262-8508.

    Very Truly Yours,

    Allarity Therapeutics, Inc.

    By:
    /s/ James G. Cullem

    Name:
    James G. Cullem

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
October 13, 2023
James Cullem
Chief Executive Officer
Allarity Therapeutics, Inc.
24 School Street, 2nd Floor
Boston, MA 02108
Re:Allarity Therapeutics, Inc.
Registration Statement on Form S-3
Filed October 10, 2023
File No. 333-274923
Dear James Cullem:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel B. Eng

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24 School Street, 2nd Floor

Boston, MA 02108

June 30, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joshua R. Gorsky

Re: Allarity Therapeutics, Inc.

Registration Statement on Form S-1 (File No. 333-272469)

Request for Acceleration

Requested Date: July 5, 2023

Requested Time: 5:00 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned hereby respectfully requests that the effective date of its Registration Statement on Form S-1,
as amended, (File No. 333-272469) be accelerated so that the same will become effective at 5:30 p.m., Eastern Time, on July 5, 2023, or
as soon thereafter as is practicable.

If you have any questions regarding this request,
please contact our counsel Daniel B. Eng of Lewis Brisbois Bisgaard & Smith LLP at (415) 262-8508.

    Very Truly Yours,

    Allarity Therapeutics, Inc.

    By:
    /s/ James G. Cullem

    Name:
    James G. Cullem

    Title:
    Chief Executive Officer

CORRESP
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June 30, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Allarity Therapeutics, Inc.

    Registration Statement on Form S-1

    (File No. 333-272469)

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE
GLOBAL PARTNERS, as Placement Agent, hereby joins Allarity Therapeutics, Inc. (the “Company”) in requesting that the Securities
and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-272469) (the “Registration
Statement”) to become effective on Wednesday, July 5, 2023, at 5:30 p.m., Eastern Time, or as soon thereafter as practicable, or
at such other time as the Company or its outside counsel Lewis Brisbois Bisgaard & Smith LLP, request by telephone that such Registration
Statement be declared effective.

Pursuant to Rule 460 of the
General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus, dated June 30, 2023, are
expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be reasonable to
secure adequate distribution of the Preliminary Prospectus.

The Placement Agent is aware
of their obligations under and confirm that they are complying with the provisions of Rule 15c2-8 under the Securities Exchange Act of
1934, as amended, including the delivery requirement contained in such Rule.

    Very truly yours,

    A.G.P./ALLIANCE GLOBAL PARTNERS

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director

United States securities and exchange commission logo
June 12, 2023
James G. Cullem
Chief Executive Officer
Allarity Therapeutics, Inc.
24 School Street, 2nd Floor
Boston, MA 02108
Re:Allarity Therapeutics, Inc.
Registration Statement on Form S-1
Filed June 7, 2023
File No. 333-272469
Dear James G. Cullem:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Scott E. Bartel, Esq.

CORRESP
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24 School Street, 2nd Floor

Boston, MA 02108

April 17, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joshua R. Gorsky

    Re:
    Allarity Therapeutics, Inc.

    Registration Statement on Form S-1 (File No. 333-270514)

    Request for Acceleration

    Requested Date: April 17, 2023

    Requested Time: 5:00 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned hereby respectfully requests that the effective date of its Registration Statement on Form S-1,
as amended, (File No. 333-270514) be accelerated so that the same will become effective at 5:00 p.m., Eastern Time, on April 17, 2023,
or as soon thereafter as is practicable.

If you have any questions regarding this request,
please contact our counsel Daniel B. Eng of Lewis Brisbois Bisgaard & Smith LLP at (415) 262-8508.

    Very Truly Yours,

    Allarity Therapeutics, Inc.

    By:
    /s/ Joan Brown

    Name:
    Joan Brown

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
December 16, 2021
Steve Carchedi
Chief Executive Officer
Allarity Therapeutics, Inc.
210 Broadway, Suite 201
Cambridge, MA 02139
Re:Allarity Therapeutics, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 6, 2021
Amendment No. 3 to Registration Statement on Form S-1
Filed December 15, 2021
File No. 333-259484
Dear Mr. Carchedi:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
Business
Out-License Agreement with SMERUD, page 172
1.We note your disclosure here and on page 89 that Smerud must obtain funding for the
clinical trials by December 31, 2021. We also note, however, that you state elsewhere,
including on pages 91, 148 and 159 that Smerud must obtain funding for the clinical trials
by October, 2021. Please revise to reconcile your disclosure or advise.

Additionally, please revise your disclosure on pages 169 and 172 with respect to your
agreements with Eisai and Smerud to reference the most recent amendments you have

 FirstName LastNameSteve Carchedi
 Comapany NameAllarity Therapeutics, Inc.
 December 16, 2021 Page 2
 FirstName LastName
Steve Carchedi
Allarity Therapeutics, Inc.
December 16, 2021
Page 2
made to these agreements in August 2021 and October 2021, respectively, which are also
included as Exhibits 10.12 and 10.13.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jessica Ansart at 202-551-4511 or Christine Westbrook at 202-551-
5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Scott E. Bartel, Esq.

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    Scott
E. Bartel

                                                                                633
West 5th Street, Suite 4000

                                                                                Los Angeles, California 90071

                                                                                Scott.Bartel@lewisbrisbois.com

                                                                                Direct: 213.358.6174

December 16, 2021

Ms. Nudrat Salik

Ms. Vanessa Robertson

Ms. Jessica Ansart

Ms. Christine Westbrook

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Allarity Therapeutics, Inc.

Amendment No. 4 to Registration Statement
on Form S-1

Filed August 20, 2021

File No. 333-259484

Ladies and Gentleman:

On behalf of our client, Allarity Therapeutics,
Inc. (the “Company”), we are submitting this letter in response to comments received from the staff (the “Staff”)
of Securities and Exchange Commission’s (“SEC’s”) by letter dated December 16, 2021, (the “Comment Letter”)
with respect to Amendment No. 2 and Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed with the Commission
on

December 6, 2021 and December 15, 2021, respectively (the “Registration Statement”).

For the Staff’s convenience, the numbering
of the paragraphs below corresponds to the numbering of the comments in the Comment Letter, the text of which we have restated in italicized
type, followed by the Company’s response.

ARIZONA • CALIFORNIA • COLORADO
• CONNECTICUT • FLORIDA • GEORGIA • ILLINOIS • INDIANA • KANSAS • KENTUCKY LOUISIANA •
MARYLAND • MASSACHUSETTS • MINNESOTA • MISSOURI • NEVADA • NEW JERSEY • NEW MEXICO • NEW YORK
NORTH CAROLINA • OHIO • OREGON • PENNSYLVANIA • RHODE ISLAND • TEXAS • UTAH • VIRGINIA •
WASHINGTON • WEST VIRGINIA

Securities and Exchange Commission

December 16, 2021

Page 2

Amendment No. 2 to Registration Statement on Form S-1

Business

Out-License Agreement with SMERUD, page 172

1. We note your disclosure here and on page 89 that Smerud
must obtain funding for the clinical trials by December 31, 2021. We also note, however, that you state elsewhere, including on
pages 91, 148 and 159 that Smerud must obtain funding for the clinical trials by October, 2021. Please revise to reconcile your
disclosure or advise.

Additionally, please revise your disclosure on pages 169 and 172
with respect to your agreements with Eisai and Smerud to reference the most recent amendments you have made to these agreements in August
2021 and October 2021, respectively, which are also included as Exhibits 10.12 and 10.13.

The Company has corrected the reference to October
2021 to correctly refer to December 31, 2021, on pages 91,148 and 159 of the prospectus.

The Company has also added references to the recent
amendments with Eisai and Smerud to pages 169 and 172 of the prospectus reflecting the same disclosure included in the Company’s
recent Form S-4 which was declared effective by the Commission on November 5, 2021.

As discussed with the Staff on the phone today,
we are also filing today the Company’s request for acceleration for Monday, December 20, 2021, at 1:00 pm Eastern time, or as soon
thereafter as possible.

Please contact me at (213) 358-6174 or my partner Daniel B. Eng at
(415) 262-8508 with any questions or further comments regarding the Company’s responses to the Staff’s comments.

    Very truly yours,

    LEWIS BRISBOIS BISGAARD & SMITH llp

    /s/ Scott E. Bartel

    Scott E. Bartel

    Partner

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

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December 16, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Ms. Nudrat Salik

    Ms. Vanessa Robertson

    Ms. Jessica Ansart

    Ms. Christine Westbrook

    Re:

    Allarity Therapeutics, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-259484

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), Allarity Therapeutics, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above (the “Registration Statement”)
be accelerated so that it will become effective at 1:00 p.m., Eastern Time, on December 20, 2021, or as soon thereafter as possible.
In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Lewis Brisbois Bisgaard & Smith LLP by calling Scott E. Bartel at (213) 358-6174. We also
respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date
of the Registration Statement be sent to our counsel, Lewis Brisbois Bisgaard & Smith LLP, Attention: Scott E. Bartel, by email to
scott.bartel@lewisbrisbois.com.

If you have any questions regarding this request, please
contact Scott E. Bartel of Lewis Brisbois Bisgaard & Smith LLP at (213) 358-6174 .

    Very Truly Yours,

    By:
    /s/ Steve Carchedi

    Name:
    Steve Carchedi

    Title:
    Chief Executive Officer

    Cc:

    Scott E. Bartel, Lewis Brisbois Bisgaard & Smith LLP

    Daniel B. Eng, Lewis Brisbois Bisgaard & Smith LLP

CORRESP
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November 4, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Ms. Nudrat Salik

    Ms. Vanessa Robertson

    Ms. Jessica Ansart

    Ms. Christine Westbrook

    Re:

    Allarity Therapeutics, Inc.

    Registration Statement on Form S-4, as amended

    File No. 333-258968

Ladies and
Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), Allarity Therapeutics, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above (the “Registration Statement”)
be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on November 5, 2021, or as soon thereafter as possible.
In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration
Statement is effective, please orally confirm the event with our counsel, Lewis Brisbois Bisgaard & Smith LLP by calling Scott E.
Bartel at (213) 358-6174. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying
the effective time and date of the Registration Statement be sent to our counsel, Lewis Brisbois Bisgaard & Smith LLP, Attention:
Scott E. Bartel, by email to scott.bartel@lewisbrisbois.com.

If you have any questions
regarding this request, please contact Scott E. Bartel of Lewis Brisbois Bisgaard & Smith LLP at (213) 358-6174 .

Very Truly Yours,

    By:
    /s/ Steve Carchedi

    Name:
    Steve Carchedi

    Title:
    Chief Executive Officer

    cc:

    Scott E. Bartel, Lewis Brisbois Bisgaard & Smith LLP

    Daniel B. Eng, Lewis Brisbois Bisgaard & Smith LLP

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    Scott E. Bartel

    633 West 5th Street, Suite 4000

    Los Angeles, California 90071

    Scott.Bartel@lewisbrisbois.com

    Direct: 213.358.6174

November 2, 2021

Ms. Nudrat Salik

Ms. Vanessa Robertson

Ms. Jessica Ansart

Ms. Christine Westbrook

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Allarity Therapeutics, Inc.

    Amendment No. 4 to Registration Statement on Form S-4

    Filed August 20, 2021

    File No. 333-258968

Ladies and Gentleman:

On behalf of our client, Allarity
Therapeutics, Inc. (the “Company”), we are submitting this letter in response to comments received from the staff (the “Staff”)
of Securities and Exchange Commission’s (“SEC’s”) by letter dated November 1, 2021, (the “Comment Letter”)
with respect to Amendment No. 2 to the Company’s Registration Statement on Form S-4 filed with the Commission on September 29, 2021
(the “Registration Statement”).

For the Staff’s convenience,
the numbering of the paragraphs below corresponds to the numbering of the comments in the Comment Letter, the text of which we have restated
in italicized type, followed by the Company’s response.

ARIZONA   •  CALIFORNIA   •  COLORADO   •  CONNECTICUT   •  FLORIDA   •  GEORGIA   •  ILLINOIS   •  INDIANA   •  KANSAS   •  KENTUCKY LOUISIANA   •  MARYLAND   •  MASSACHUSETTS   •  MINNESOTA   •  MISSOURI   •  NEVADA   •  NEW
JERSEY   •  NEW MEXICO   •  NEW YORK NORTH
CAROLINA   •  OHIO   •  OREGON   •  PENNSYLVANIA   •  RHODE
ISLAND   •  TEXAS   •  UTAH   •  VIRGINIA   •  WASHINGTON   •  WEST
VIRGINIA

Securities and Exchange Commission

November 2, 2021

Page 2

Amendment No. 2 to Registration Statement on
Form

S-4 Business

License Agreement with Eisai for Stenoparib, page 183

1. We note that you have filed the second amendment to the exclusive license agreement you have with Eisai as Exhibit 10.12 as well
as the third amendment to the exclusive license agreement you have with Smerud as Exhibit 10.13. Please revise your summary disclosure
of your agreements with Eisai and Smerud, respectively, to clearly reference these amendments. Include in your revisions disclosure of
the extension payment under your agreement with Eisai and the trigger therefor, as set forth in Section 7.6 of the amended agreement.
We note your table on page 146 comparing stenoparib to approved drugs marketed by third parties and another product candidate in development
by a third party. Given the stage of development for stenoparib, such comparison is premature and speculative. Accordingly, please remove
this comparison.

The Company has revised the summary of the agreements with Eisai on
page 183 of the information statement/prospectus and Smerud on page 187 of the information statement/prospectus to make reference to the
two amendments as requested by the Staff. In addition, we have refiled Exhibit 10.12 without redaction and disclosed the amount of the
extension payment to Eisai on page 183 of the information statement/prospectus. The Company has also deleted the table comparing stenoparib
to other drugs together with its introductory paragraph on pages 145-146 of the information statement/prospectus.

Additionally, we note your disclosure
on page 103 that the initiation by Smerud of the next Phase 2 clinical trial for LiPlaCis is anticipated by early 2022 and that the license
agreement with Smerud may be terminated if Smerud does not obtain outside financing for the program by October, 2021. Please shorten the
arrow corresponding to this program in your pipeline table on page 14 so that it reflects that your development partner has not completed
Phase 2 development.

The Company has revised its pipeline table shortening the arrow for
LiPlaCis on pages 14 and 101 of the information statement/prospectus. The Company has also updated the financing deadline to December
31, 2021, pursuant to the third amendment to the agreement with Smerud.

Research and Development Expenses, page 226

2. We note your response to comment 10. It is not clear based on your response specifically what the
patent costs represent that are included in research and development and correspondingly how inclusion of these costs is appropriate under
ASC 730-10. Please further advise by telling us who the payments were made to and for what specific purpose. If true, revise your disclosure
to state that the patent expenses do not relate to legal costs.

The Company confirms that patent costs as a component of research and
development expenses only include payments made, directly or indirectly through licensors, for governmental patent office filings, maintenance
and/or renewal fees and excludes any payments for legal services which are accounted for as general and administrative expenses. The Company
has added disclosure at pages 225-226 of the information statement/prospectus to that effect.

Securities and Exchange Commission

November 2, 2021

Page 3

Please contact me at (213)
358-6174 or my partner Daniel B. Eng at (415) 262-8508 with any questions or furthercomments regarding the Company’s responses
to the Staff’s comments. The Company would appreciate clearing the Staff’s comments as soon as possible in order to convene
its shareholder meeting in time to complete the transactions before December 31, 2021.

    Very truly yours,

    LEWIS BRISBOIS BISGAARD & SMITH llp

    /s/ Scott E. Bartel

    Scott E. Bartel

    Partner

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

United States securities and exchange commission logo
November 1, 2021
Steve R. Carchedi
Chief Executive Officer
Allarity Therapeutics, Inc.
210 Broadway, Suite 201
Cambridge, MA 02139
Re:Allarity Therapeutics, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed October 20, 2021
File No. 333-258968
Dear Mr. Carchedi:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 14, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
Business
License Agreement with Eisai for Stenoparib, page 183
1.We note that you have filed the second amendment to the exclusive license agreement you
have with Eisai as Exhibit 10.12 as well as the third amendment to the exclusive license
agreement you have with Smerud as Exhibit 10.13. Please revise your summary disclosure
of your agreements with Eisai and Smerud, respectively, to clearly reference these
amendments. Include in your revisions disclosure of the extension payment under your
agreement with Eisai and the trigger therefor, as set forth in Section 7.6 of the amended
agreement. We note your table on page 146 comparing stenoparib to approved drugs
marketed by third parties and another product candidate in development by a third party.

 FirstName LastNameSteve R. Carchedi
 Comapany NameAllarity Therapeutics, Inc.
 November 1, 2021 Page 2
 FirstName LastName
Steve R. Carchedi
Allarity Therapeutics, Inc.
November 1, 2021
Page 2
Given the stage of development for stenoparib, such comparison is premature and
speculative. Accordingly, please remove this comparison.

Additionally, we note your disclosure on page 103 that the initiation by Smerud of the
next Phase 2 clinical trial for LiPlaCis is anticipated by early 2022 and that the license
agreement with Smerud may be terminated if Smerud does not obtain outside financing
for the program by October, 2021. Please shorten the arrow corresponding to this program
in your pipeline table on page 14 so that it reflects that your development partner has not
completed Phase 2 development.
Research and Development Expenses, page 226
2.We note your response to comment 10.  It is not clear based on your response specifically
what the patent costs represent that are included in research and development and
correspondingly how inclusion of these costs is appropriate under ASC 730-10.  Please
further advise by telling us who the payments were made to and for what specific purpose.
If true, revise your disclosure to state that the patent expenses do not relate to legal costs.

            You may contact Nudrat Salik at (202) 551-3692 or Vanessa Robertson at (202) 551-
3649 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jessica Ansart at (202) 551-4511 or Christine Westbrook at (202) 551-
5019 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Scott E. Bartel, Esq.

CORRESP
1
filename1.htm

    Scott E. Bartel

    633 West 5th Street, Suite 4000

    Los Angeles, California 90071

    Scott.Bartel@lewisbrisbois.com

    Direct: 213.358.6174

October 18, 2021

Ms. Nudrat Salik

Ms. Vanessa Robertson

Ms. Jessica Ansart

Ms. Christine Westbrook

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Allarity Therapeutics, Inc.

    Amendment No. 2 to Registration Statement on Form S-4

    Filed August 20, 2021

    File No. 333-258968

Ladies and Gentleman:

On behalf of our client, Allarity Therapeutics,
Inc. (the “Company”), we are submitting this letter in response to comments received from the staff (the “Staff”)
of Securities and Exchange Commission’s (“SEC’s”) by letter dated October 14, 2021, (the “Comment Letter”)
with respect to Amendment No. 1 to the Company’s Registration Statement on Form S-4 filed with the Commission on September 29, 2021
(the “Registration Statement”).

For the Staff’s convenience, the numbering
of the paragraphs below corresponds to the numbering of the comments in the Comment Letter, the text of which we have restated in italicized
type, followed by the Company’s response.

    ARIZONA  •  CALIFORNIA  •  COLORADO  •  CONNECTICUT  •  FLORIDA  •  GEORGIA  •  ILLINOIS  •  INDIANA  •  KANSAS  •  KENTUCKY

    LOUISIANA  •  MARYLAND  •  MASSACHUSETTS  •  MINNESOTA  •  MISSOURI  •  NEVADA  •  NEW
    JERSEY  •  NEW MEXICO  •  NEW YORK NORTH
    CAROLINA  •  OHIO  •  OREGON  •  PENNSYLVANIA  •  RHODE
    ISLAND  •  TEXAS  •  UTAH  •  VIRGINIA  •  WASHINGTON  •  WEST
    VIRGINIA

    Securities and Exchange Commission

October 18, 2021

Page 2

Amendment No. 1 to Registration Statement on

 Form
S-4 Summary of Information

Statement/Prospectus

The pursuit of clinical stage assets, page 13

1. We note your response to prior comment 8. You continue
to state that you “strive to identify and pursue novel oncology therapeutic candidates that have advanced beyond Phase 1 clinical
trials that demonstrated the candidate is well tolerated by the tested patient population, and are preferably Phase 2 or Phase 3 clinical
stage, having previously shown signs of anti-cancer activity in patients.” You may explain your strategy but may not imply that
any of your product candidates have been demonstrated to be effective. Please revise your disclosure accordingly. Please revise similar
disclosure throughout your registration statement that presents your conclusions regarding efficacy, e.g., your statement on page 116
that “dovitinib has shown promising anti-tumor activity…”

The Company has revised
its disclosure at pages 13, 99-100, and 116 and throughout the information statement/prospectus in order to remove any implication
that the Company’s therapeutic candidates have been demonstrated to be effective. We have also added specific disclosure at
pages 112, 134, 147, 154 and 164 to specifically clarify that no implication should be drawn from the clinical observations relating
to anti-cancer or anti-tumor activity that the Company has resolved all issues of safety and/or efficacy for any of our therapeutic
candidates or DRP® companion diagnostic and that issues of safety and efficacy for any therapeutic candidate
companion diagnostic may only be determined by the U.S. FDA or other applicable regulatory authorities in jurisdictions outside the
United States. The remaining references to anti-cancer activity or anti-tumor activity are limited to describing clinical data in a
therapeutic candidate’s clinical trial or other study.

Our Pipeline of Therapeutic Candidates,
page 14

2. We note your response to our prior comment 10 and reissue the comment in part. Please revise the column heading “Phase 1/2”
to reflect “Phase 1.”

The Company has revised its Pipeline chart to change
“Phase 1/2” to “Phase 1” as requested on pages 14 and 101 of the information statement/prospectus.

Risk Factors

General Risk Factors Related to Owning our Common
Stock and this Offering, page 74

3. We note your response to our prior comment 14 and reissue the comment. Please revise this section to relocate any generic risk
factors you present to the end of the section under the caption “General Risk Factors.” For example, but without limitation,
risks related to business interruptions or to your internal computer systems could apply to nearly any issuer in your industry and even
in other industries. Refer to Item 105(a) of Regulation S- K.

The Company has reorganized
its Risk Factors and has moved the risk factors cited by the staff together with several others to a separate section at the end of the
Risk Factors section entitled General Risk Factors starting on page 76 of the information statement/prospectus.

Our Certificate of Incorporation designates the Court
of Chancery of the State of Delaware, page 80

4. We note your response to our prior comment 15 and reissue the comment in part. Your current bylaws, filed as exhibit 3.2, state
on page 26 that the exclusive forum provision does not apply to actions arising under the Securities Act of 1933, but is silent as to
whether it applies to actions arising under the Exchange Act. If this provision does not apply to actions arising under the Exchange Act,
please also ensure that the exclusive forum provision in the governing document states this clearly.

The Company has filed its
Amended and Restated Bylaws as Exhibit 3.4 to the Registration Statement which now states that the exclusive forum provision does not
apply to causes of action arising under the Exchange Act or any other statute where the United States District Courts have exclusive jurisdiction.
The Company has added disclosure a page 254 of the information statement/prospectus to that effect.

    LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

    Securities and Exchange Commission

October 18, 2021

Page 3

Material U.S. Federal Income Tax Consequences of the
Recapitalization Share Exchange as a Tax-Free Reorganization, page 87

5. We note your response to prior comment 16. Please revise Exhibit 8.1 to state clearly that the disclosure in the tax consequences
section is the opinion of counsel. It is not sufficient to opine on the manner in which the material tax consequences are described in
the prospectus. Refer to Sections III.B. 2 and C.2 of Staff Legal Bulletin No. 19.

Our tax opinion has been modified to state that
the disclosures in the Registration Statement at the cited sections are our opinion and it has been refiled as Exhibit 8.1.

Allarity’s Business

Priority Therapeutic Programs, page 112

6. We note your response to our prior comment 20 and we reissue our comment. For each of your priority assets that are former drug
candidates of large pharmaceutical companies, please include in your description of the pre-clinical and clinical trials for those candidates
a discussion of any failures in past clinical studies and why those studies may have been stopped or abandoned. For example, please revise
the descriptions of prior clinical studies related to dovitinib, specifically for A2107 and A2302 on pages 116 and 117, that do not appear
to include a clear indication of why these studies were abandoned by Novartis. Similarly, please revise your disclosure on page 135 with
respect to prior clinical trials of stenoparib that currently states that “[f]urther clinical evaluation was stopped, as it was decided
to stop the clinical development” to clarify why any prior clinical trials had failed and why the clinical evaluation was abandoned.

The Company has added disclosure
at pages 117, that includes a discussion of any failures in past clinical trials in each of the Company’s priority therapeutic candidates
to the extent such candidate had prior clinical trial failures and, to the extent knows to the Company, why the development of the candidate
was stopped or abandoned. The Company respectfully advises the Staff that clinical trial A2017 was not a failure but additional disclosures
have been added to the discussion of clinical trial A2302. Similar disclosure has been provided on page 135 and 139 of the information
statement/prospectus with respect to the prior clinical trials for stenoparib and on page 149 with respect to IXEMPRA. The Company further
respectfully advises the Staff that none of the large pharmaceutical companies that have licensed a priority candidate to the Company
has given their reasons for not pursuing additional clinical trials on each of these candidates during the negotiation of the licenses
or afterwards. To the Company’s knowledge, each licensor has provide all of the clinical data on each candidate which the Company
has described in the relevant sections of the information statement/prospectus.

Intellectual Property, page 179

7. We note your response to our prior comment 23 and reissue the comment in part. Please revise this section to segregate patents
that are owned and patents that are in-licensed. Additionally, please add disclosure for patents related to LiPlaCis and 2X-111, as you
have done for your other material assets. Please also disclose the specific key foreign jurisdictions in which you are pursing patent
applications for your ixabepilone patent portfolio.

The Company has segregated
patents that are in-licensed and patents that are owned on pageS 179-181 of the information statement/prospectus. The Company has also
added disclosures relating to LiPlacCis and 2X-111 and disclosed in each patent family the key foreign jurisdictions in which the Company
has or is pursuing patent protection.

    LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

    Securities and Exchange Commission

October 18, 2021

Page 4

License Agreement with Novartis Pharma for Dovitinib,
page 180

8. We note your response to prior comment 25 and we reissue in part. We note your references to a “very low double digit percentage,”
“slightly higher double digit percentage” and “slightly lower mid-level double digit percentage.” Please revise
this section to disclose the applicable royalty rate or range not to exceed ten percentage points per tier. Please make similar revisions
to the description of your royalty obligations under your license agreement with Eisai and under your development, option and license
agreement with R-Pharm.

The Company has revised its
disclosures describing the royalty rates for each agreement using a range that does not exceed ten percentage points per tier on pages
182-187 of the information statement/prospectus.

Please also add disclosure in the Summary and under an
appropriate heading in the Risk Factors section discussing the extent to which you in-license the intellectual property related to assets
dovitinib and stenoparib.

The Company has added disclosure
in the Summary at page 13 of the information statement/prospectus and in the Risk Factors at page 33 of the information statement/prospectus
disclosing the extent the Company has in-licensed the intellectual property relating to dovitinib and stenoparib.

9. Please expand your disclosure to describe all material terms of your license agreements with LiPlasome and 2-BBB Medicines BV,
which are filed as exhibits 10.3 and 10.4, including:

 ● description and quantification of the benefits and obligations
under the agreement,

 ● quantification of all payments made to date,

 ● disclosure of the aggregate amount of all potential development,
regulatory and commercial milestone payments,

 ● quantification of the royalty rate, or a range no greater
than 10 percentage points per tier, and

 ● term and termination provisions.

The Company has added disclosure
describing the material terms of the Company’s license agreements with 2-BBB Medicines BV and LiPlasome Pharma ApS at pages 186-188
of the information statement/prospectus.

    LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

    Securities and Exchange Commission

October 18, 2021

Page 5

Research and Development Expenses, page 222

10. Please tell us how patent costs meet the definition of research and development expenses in ASC 730-10 as these costs appear to
be the same or similar to activities described in ASC 730-10-55-2i, which are not generally considered research and development.

The Company acknowledge
the Staff’s comment and note that ASC 730-10-55-2i excludes from research and development all costs associated with “Legal
work in connection with patent applications or litigation, and the sale of licensing of patents”.

The patent costs
disclosed as part of research and development expenses solely relate to payments made for the Company’s patents and on behalf
of the licensor to maintain the patents in good standing. They do not relate to legal work. The Company believes these payments meet
the definition of research and development expenses in accordance with ASC 730-ASC-10-25-2c “the costs of intangibles that
are purchased from others for a particular research and development project and that have no alternative future uses (in other
research and development projects or otherwise) and therefore no separate economic values are research and development costs at the
time the costs are incurred” since these patents have no alternative future use.

Item 21. Exhibits and Financial Statement Schedules,
page II-2

11. We note that the exhibits for your first and second amendments to your license agreement with Eisai appear to be switched such
that the file corresponding to exhibit 10.11 is the second amendment rather than the first amendment as listed here. Please refile these
exhibits to correspond with the exhibit numbers provided in the list of exhibits.

The Company has refiled Exhibits 10.11 and10.12
to correctly identify the first and second amendments to the Eisai agreements with the exhibit table.

    LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

    Securities and Exchange Commission

October 18, 2021

Page 6

Please contact me at (213) 358-6174 or my partner
Daniel B. Eng at (415) 262-8508 with any questions or further comments regarding the Company’s responses to the Staff’s comments.

    Very truly yours,

    LEWIS BRISBOIS BISGAARD & SMITH llp

    /s/
    Scott E. Bartel

    Scott E. Bartel

    Partner

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

United States securities and exchange commission logo
October 14, 2021
Steve R. Carchedi
Chief Executive Officer
Allarity Therapeutics, Inc.
210 Broadway, Suite 201
Cambridge, MA 02139
Re:Allarity Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed September 29, 2021
File No. 333-259484
Dear Mr. Carchedi:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 20, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Summary of Information Statement/Prospectus
The pursuit of clinical stage assets, page 13
1.We note your response to prior comment 8. You continue to state that you “strive to
identify and pursue novel oncology therapeutic candidates that have advanced beyond
Phase 1 clinical trials that demonstrated the candidate is well tolerated by the tested
patient population, and are preferably Phase 2 or Phase 3 clinical stage, having previously
shown signs of anti-cancer activity in patients.” You may explain your strategy but may
not imply that any of your product candidates have been demonstrated to be effective.
Please revise your disclosure accordingly. Please revise similar disclosure throughout your
registration statement that presents your conclusions regarding efficacy, e.g., your

 FirstName LastNameSteve R. Carchedi
 Comapany NameAllarity Therapeutics, Inc.
 October 14, 2021 Page 2
 FirstName LastNameSteve R. Carchedi
Allarity Therapeutics, Inc.
October 14, 2021
Page 2
statement on page 116 that “dovitinib has shown promising anti-tumor activity…”
Our Pipeline of Therapeutic Candidates, page 14
2.We note your response to our prior comment 10 and reissue the comment in part.  Please
revise the column heading "Phase 1/2" to reflect "Phase 1."
Risk Factors
General Risk Factors Related to Owning our Common Stock and this Offering, page 74
3.We note your response to our prior comment 14 and reissue the comment. Please revise
this section to relocate any generic risk factors you present to the end of the section under
the caption "General Risk Factors." For example, but without limitation, risks related to
business interruptions or to your internal computer systems could apply to nearly any
issuer in your industry and even in other industries. Refer to Item 105(a) of Regulation S-
K.
Our Certificate of Incorporation designates the Court of Chancery of the State of Delaware, page
80
4.We note your response to our prior comment 15 and reissue the comment in part. Your
current bylaws, filed as exhibit 3.2, state on page 26 that the exclusive forum provision
does not apply to actions arising under the Securities Act of 1933, but is silent as to
whether it applies to actions arising under the Exchange Act. If this provision does not
apply to actions arising under the Exchange Act, please also ensure that the exclusive
forum provision in the governing document states this clearly.
Material U.S. Federal Income Tax Consequences of the Recapitalization Share Exchange as a
Tax-Free Reorganization, page 87
5.We note your response to prior comment 16. Please revise Exhibit 8.1 to state clearly that
the disclosure in the tax consequences section is the opinion of counsel. It is not sufficient
to opine on the manner in which the material tax consequences are described in the
prospectus. Refer to Sections III.B. 2 and C.2 of Staff Legal Bulletin No. 19.
Allarity's Business
Priority Therapeutic Programs, page 112
6.We note your response to our prior comment 20 and we reissue our comment. For each of
your priority assets that are former drug candidates of large pharmaceutical companies,
please include in your description of the pre-clinical and clinical trials for those candidates
a discussion of any failures in past clinical studies and why those studies may have been
stopped or abandoned. For example, please revise the descriptions of prior clinical studies
related to dovitinib, specifically for A2107 and A2302 on pages 116 and 117, that do not
appear to include a clear indication of why these studies were abandoned by Novartis.
Similarly, please revise your disclosure on page 135 with respect to prior clinical trials of

 FirstName LastNameSteve R. Carchedi
 Comapany NameAllarity Therapeutics, Inc.
 October 14, 2021 Page 3
 FirstName LastNameSteve R. Carchedi
Allarity Therapeutics, Inc.
October 14, 2021
Page 3
stenoparib that currently states that "[f]urther clinical evaluation was stopped, as it was
decided to stop the clinical development" to clarify why any prior clinical trials had failed
and why the clinical evaluation was abandoned.
Intellectual Property, page 179
7.We note your response to our prior comment 23 and reissue the comment in part. Please
revise this section to segregate patents that are owned and patents that are in-licensed.
Additionally, please add disclosure for patents related to LiPlaCis and 2X-111, as you
have done for your other material assets. Please also disclose the specific key foreign
jurisdictions in which you are pursing patent applications for your ixabepilone patent
portfolio.
License Agreement with Novartis Pharma for Dovitinib, page 180
8.We note your response to prior comment 25 and we reissue in part. We note your
references to a “very low double digit percentage,” “slightly higher double digit
percentage” and “slightly lower mid-level double digit percentage.” Please revise this
section to disclose the applicable royalty rate or range not to exceed ten percentage points
per tier. Please make similar revisions to the description of your royalty obligations under
your license agreement with Eisai and under your development, option and license
agreement with R-Pharm.

Please also add disclosure in the Summary and under an appropriate heading in the Risk
Factors section discussing the extent to which you in-license the intellectual property
related to assets dovitinib and stenoparib.
9.Please expand your disclosure to describe all material terms of your license agreements
with LiPlasome and 2-BBB Medicines BV, which are filed as exhibits 10.3 and 10.4,
including:
•description and quantification of the benefits and obligations under the agreement,
•quantification of all payments made to date,
•disclosure of the aggregate amount of all potential development, regulatory and
commercial milestone payments,
•quantification of the royalty rate, or a range no greater than 10 percentage points per
tier, and
•term and termination provisions.
Research and Development Expenses, page 222
10.Please tell us how patent costs meet the definition of research and development expenses
in ASC 730-10 as these costs appear to be the same or similar to activities described
in ASC 730-10-55-2i, which are not generally considered research and development.

 FirstName LastNameSteve R. Carchedi
 Comapany NameAllarity Therapeutics, Inc.
 October 14, 2021 Page 4
 FirstName LastName
Steve R. Carchedi
Allarity Therapeutics, Inc.
October 14, 2021
Page 4
Item 21. Exhibits and Financial Statement Schedules, page II-2
11.We note that the exhibits for your first and second amendments to your license agreement
with Eisai appear to be switched such that the file corresponding to exhibit 10.11 is the
second amendment rather than the first amendment as listed here.  Please refile these
exhibits to correspond with the exhibit numbers provided in the list of exhibits.
            You may contact Nudrat Salik at (202) 551-3692 or Vanessa Robertson at (202) 551-
3649 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jessica Ansart at (202) 551-4511 or Christine Westbrook at (202) 551-
5019 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Scott E. Bartel, Esq.

CORRESP
1
filename1.htm

    Scott E. Bartel

    633 West 5th Street, Suite 4000

    Los Angeles, California 90071

    Scott.Bartel@lewisbrisbois.com

    Direct: 213.358.6174

October 12, 2021

Ms. Nudrat Salik

Ms. Vanessa Robertson

Ms. Jessica Ansart

Ms. Christine Westbrook

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Allarity Therapeutics, Inc.

Amendment No. 1 to Registration Statement
on Form S-1

Filed September 13, 2021

File No. 333-259484

Ladies and Gentleman:

On behalf of our client, Allarity Therapeutics,
Inc. (the “Company”), we are submitting this letter in response to comments received from the staff (the “Staff”)
of Securities and Exchange Commission’s (“SEC’s”) by telephone on October 4, 2021, (the “Staff Comment”)
with respect to the Company’s Registration Statement on Form S-1 filed with the Commission on September 13, 2021 (the “Registration
Statement”).

During our call on October 4, 2021, the Staff issued
a comment requesting the Company to conform the disclosures in the Registration Statement with the disclosures in response to the Staff’s
Comments on the Company’s Form S-4 filed on August 20, 2021, SEC File No. 333-258968, and amended on September 29, 2021, to the
extent applicable.

In Amendment No. 1 to the Registration Statement
filed herewith, the Company has revised its disclosures in the Registration Statement in the Prospectus Summary at pages 3-6, 8; Risk
Factors on pages 15-16, 41, 56, 61, 63-64; Special Note Regarding Forward-Looking Statements on page 66; Selected Historical Financial
Information on page 72, Comparative Per Share Data on page 73, Management’s Discussion and Analysis of Financial Condition and Results
of Operations on pages 77-78; Business on pages 84-87, 90-91, 94-95, 97, 99-106, 111-1114, 116-118, 163-164, 169; Description of Our Capital
Stock on page 213. The Financial Statements have also been modified to conform to all of the Staff’s previous comments issued on
the Company’s Form S-4.

    ARIZONA ● CALIFORNIA ● COLORADO ● CONNECTICUT ● FLORIDA ● GEORGIA ● ILLINOIS ● INDIANA ● KANSAS ● KENTUCKY LOUISIANA ● MARYLAND ● MASSACHUSETTS ● MINNESOTA ● MISSOURI ● NEVADA ● NEW JERSEY ● NEW MEXICO ● NEW YORK NORTH CAROLINA ● OHIO ● OREGON ● PENNSYLVANIA ● RHODE ISLAND ● TEXAS ● UTAH ● VIRGINIA ● WASHINGTON ● WEST VIRGINIA

Securities and Exchange Commission

October 12, 2021

Page 2

Please contact me at (213) 358-6174 or my partner
Daniel B. Eng at (415) 262-8508 with any questions or further comments regarding the Company’s responses to the Staff’s comments.

    Very truly yours,

    LEWIS BRISBOIS BISGAARD & SMITH llp

    /s/ Scott E. Bartel

    Scott E. Bartel

    Partner

    LEWIS BRISBOIS BISGAARD & SMITH LLP

    www.lewisbrisbois.com

CORRESP
1
filename1.htm

    Scott E. Bartel

    633 West 5th Street, Suite 4000

    Los Angeles, California 90071

    Scott.Bartel@lewisbrisbois.com

    Direct: 213.358.6174

September 29, 2021

Ms. Nudrat Salik

Ms. Vanessa Robertson

Ms. Jessica Ansart

Ms. Christine Westbrook

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Allarity Therapeutics, Inc.

Amendment No. 1 to Registration Statement
on Form S-4

Filed August 20, 2021

File No. 333-258968

Ladies and Gentleman:

On behalf of our client, Allarity Therapeutics,
Inc. (the “Company”), we are submitting this letter in response to comments received from the staff (the “Staff”)
of Securities and Exchange Commission’s (“SEC’s”) by letter dated September 20, 2021, (the “Comment Letter”)
with respect to the Company’s Registration Statement on Form S-4 filed with the Commission on August 20, 2021 (the “Registration
Statement”).

For the Staff’s convenience, the numbering of the paragraphs
below corresponds to the numbering of the comments in the Comment Letter, the text of which we have restated in italicized type, followed
by the Company’s response. In addition to responding to the Staff’s comments, the Company has updated its disclosure to reflect
the fact that all outstanding investor warrants to subscribe for the ordinary shares of Allarity A/S have either been exercised or have
expired except for the Financial Consultant Warrant which will not be assumed and compensatory warrants held by officers, directors and
employees of Allarity A/S that will be converted into stock options to acquire Allarity Delaware common stock as disclosed in the information
statement/prospectus and other updated information.

    ARIZONA ● CALIFORNIA ● COLORADO ● CONNECTICUT ● FLORIDA ● GEORGIA ● ILLINOIS ● INDIANA ● KANSAS ● KENTUCKY LOUISIANA ● MARYLAND ● MASSACHUSETTS ● MINNESOTA ● MISSOURI ● NEVADA ● NEW
    JERSEY ● NEW MEXICO ● NEW
    YORK NORTH CAROLINA ● OHIO ● OREGON ● PENNSYLVANIA ● RHODE
    ISLAND ● TEXAS ● UTAH ● VIRGINIA ● WASHINGTON ● WEST
    VIRGINIA

    Securities and Exchange Commission

September 29, 2021

Page 2

Registration Statement on Form S-4 filed August 20, 2021

Cautionary Note Regarding Forward-Looking Statements; Market,
Ranking and Other Industry Data, page 3

 1. We note your statement here that “investors are cautioned not to unduly rely upon [your] statements” reflecting your
beliefs and opinions on the relevant subject that are based on information available to you as of the date of the information statement.
We also note your disclosure in a risk factor on page 62 that while you believe you have obtained statistical data, market data and other
industry data and forecasts used throughout the information statement from market research, publicly available information and industry
publications believed to be reliable, no third-party has verified such research. These statements appear to imply a disclaimer of responsibility
for this information in the prospectus. Please either delete these statements or specifically state that you are liable for the information
related to the market and industry data.

The Company has modified the disclosure in the Cautionary Note Regarding
Forward Looking Statements and the Risk Factor on page 64 to remove the implication that the Company is disclaiming responsibility for
disclosing the information derived from third parties.

Summary of Information Statement/Prospectus, page 12

 2. The disclosure in the summary should be a balanced presentation of your business. Please balance the description of your strengths
with equally prominent disclosure of the challenges you face and the risks and limitations that could harm your business or inhibit your
strategic plans. For example, but without limitation, balance your discussion of your plans for the clinical development of your product
candidates along with your companion DRP diagnostics with a discussion of the failures of those product candidates in previous clinical
trials and the challenges you may face in obtaining regulatory approval to market a companion diagnostic.

The Company has substantially revised the disclosures describing its
business, strategy, and development of its therapeutic candidates and putative DRP companion diagnostics to reflect a more balanced presentation
on pages 12-15, and 99-112  of the information statement prospectus.

     LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

    Securities and Exchange Commission

September 29, 2021

Page 3

 3. We note that on pages 26 and 218 you state there is an indication that substantial doubt exists related to your ability to continue
as a going concern. Please expand your disclosure in the Summary to include this information and disclose your history of net losses and
provide your accumulated deficit as of the most recent balance sheet date.

The Company has included disclosure of its history of losses
and accumulated deficit in the Summary on page 14-15 of the information statement/prospectus.

 4. You state on page 12 and elsewhere throughout the prospectus that you are “pursu[ing] oncology therapeutic candidates that
have been “de-risked” through substantiated prior clinical trials by other pharmaceutical companies.” However, in a
risk factor on page 34, you state that these candidates have failed therapeutic clinical trial endpoints in Phase 2 or later clinical
trials and that “[p]otential out-licensees, alliance partners and collaborators may view a therapeutic candidate identified with
our proprietary DRP companion diagnostics platform with more skepticism because of its history of failed clinical trials [...].”
Given the uncertainty of developing product candidates through clinical trials and commercialization, it is inappropriate to state or
imply that you have mitigated or will mitigate development risk. Accordingly, please remove the references to your product candidates
as “de-risked” throughout your registration statement.

The Company has removed references to its therapeutic candidates
as “de-risked” throughout the information statement/prospectus.

 5. We note your disclosure that you believe you “will be able to realize the promise of personalized medicine by selecting the
patients most likely to benefit from each of our therapeutic candidates, thereby increasing the likelihood of clinical success.”
Please revise disclosure here and elsewhere in the prospectus as appropriate to remove references to “realizing the promise of personalized
medicine” and to “increasing the likelihood of clinical success” as these statements are speculative in light of the
regulatory status of the product candidates you are currently pursuing. As an example only, we note your disclosure on page 14 that your
DRP may substantially improve the overall treatment response in your clinical trials and increase the likelihood for regulatory approval
to market your therapeutic candidates while potentially reducing the time, cost and risk of clinical development.

The Company has revised its disclosures on page 12 and throughout the
information statement/prospectus to remove statements implying that it “will realize the promise of personalized medicine”
and has refined its statement of belief that its DRP platform will increase the likelihood for regulatory approval by defining a patient
population in its clinical trials as more likely to respond to its therapeutic candidates. The Company respectfully believes that these
statements of belief, as revised, are not speculative and are supported by its observational retrospective studies as further disclosed
on page 14 of the information statement prospectus.

     LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

    Securities and Exchange Commission

September 29, 2021

Page 4

 6. We note your statement here that “[you] may additionally conduct a near-term clinical trial for stenoparib to test the anti-viral
activity of this therapeutic candidate as a potential treatment for SARS-CoV-2 (COVID-19) applications.” We also not your statement
on page 14 that you believe that your DRP-guided clinical programs “may potentially be considered for the FDA’s accelerated
approval process.” Please revise your disclosure on page 12 as well as similar disclosure on page 102 to clarify that while you
have submitted a phase 2/3 protocol through the BARDA portal to be an arm in the NIH clinical trials, you have not yet submitted an IND
to the FDA and there is no guarantee that you will become a participant in the NIH clinical trials or that the FDA will grant you an IND
to commence a clinical trial to test the anti-viral activity of stenoparib as a potential treatment for COVID-19 applications. Please
also revise your disclosure on page 14 to clarify that you have not submitted an application for the FDA’s accelerated approval
process and that there is no guarantee that the FDA will grant you approval. Please also revise to affirmatively state that the FDA’s
accelerated approval pathways do not guarantee an accelerated review by the FDA.

The Company has revised its disclosures on pages 12 and
99 to reflect that the Company has not yet submitted an IND for stenoparib for this indication and has removed disclosure of seeking accelerated
approval pathways on pages 14 and 101 of the information statement/prospectus.

 7. We note your statement on page 13 and throughout the prospectus that the DRP platform has been “retrospectively validated
in 35 clinical trials.” Please revise your disclosure here to explain what you mean by “retrospectively validated” and
also to clarify that you have not yet received approval from the FDA or other regulatory agency to market a companion diagnostic and you
will need this approval in order to market any of your therapeutic candidates. Please also explain whether you expect to be able to rely
on your “retrospective” analyses in support of your application for pre-market approval of your companion diagnostics.

The Company has included additional disclosure explaining the process
undertaken to have its DRP platform “retrospectively validated” on pages 12 and 99 of the information statement/prospectus
and further disclosure that an additional Phase III clinical trial is likely required to support any PMA application for a companion diagnostic
on page 110 of the information statement/prospectus.

 8. We note your statement that your product candidates have shown “promising signs of anti-tumor activity.” Please revise
this disclosure and similar references to “encouraging signs of anti-cancer effects” and “encouraging anti-tumor activity”
throughout your prospectus that imply that your product candidates are effective as such determinations are made solely by the FDA and
comparable foreign regulators.

The Company has included additional disclosure on pages
12 and 99 of the information statement/prospectus to indicate that references to anti-cancer or anti-tumor activity or are well tolerated
by patient populations should not be construed to imply that the Company’s therapeutic candidates are “safe” or “effective”
and that only the FDA or similar regulatory agency can make such a determination.

     LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

    Securities and Exchange Commission

September 29, 2021

Page 5

 9. We note your press release dated June 14, 2021 announcing that you entered into binding terms sheets for agreements under which
Oncoheroes Biosciences, Inc. will acquire certain rights to dovitinib and stenoparib. Please revise your disclosure to provide the materials
terms of the term sheets or tell us why you believe such information is not material.

The Company’s binding provisions of the term sheets entered into
with Oncoheros are limited to an agreement to enter into exclusive negotiations in good faith for a time period of four months to negotiate
definitive agreements for the non-binding terms and conditions set forth in the terms sheets. Each term sheet contains the following language:
This term sheet is intended as a summary of the major terms of the proposed definitive agreement, and is intended as an agreement to
negotiate a definitive agreement pursuant to the terms of this term sheet, subject to the required Condition Precedent. Neither party
nor any of their respective affiliates shall have any obligations arising out of or related to the matters set forth in this term sheet
unless and until any such obligations are contained in a definitive agreement executed and delivered by each of the parties thereto. Based
upon the foregoing provision, the Company respectfully believes that the term sheets do not yet constitute “material contracts”
under Item 601 of Regulation S-K and further disclosure in the information statement/prospectus is not required. The press release in
question was required under the European Union Market Abuse Regulations which have a different standard of materiality that applies in
the U.S.

Our Pipeline of Therapeutic Candidates, page 14

 10. We note that you have included Irofulven in your pipeline table here and on page 101. Given that you suspended your study of Irofulven
in 2019, that you then sold Irofulven to Lantern Pharma, Inc. in July 2021 and that you will no longer devote any of your development
resources to this program, please remove this product candidate from your pipeline table or explain why the program is sufficiently material
to your business to warrant its inclusion. Additionally, please revise the column heading “Phase 1/2” to reflect “Phase
1.”

The Company has removed Irofulven from its pipeline table and has disclosed
at page 104 of the information statement/prospectus that its putative DRP companion diagnostic for Irofulven has been licensed to Lantern
Pharma. Since the Company would be entitled to royalties for any future sales of Irofulven by Lantern Pharma, if approved by the FDA,
Irofulven remains one of the Company’s partnered assets.

     LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

    Securities and Exchange Commission

September 29, 2021

Page 6

Interests of Certain Persons in the Recapitalization Share
Exchange, page 16

 11. We note your disclosure here that “[c]ertain of Allarity A/S’s executive officers and directors may have interests
in the recapitalization share exchange that may be different from, or in addition to, the interests of Allarity A/S’s shareholders”
and that “[t]he members of the Allarity A/S board of directors were aware of and considered these interests, among other matters,
when they approved the Reorganization Agreement and recommended that Allarity A/S shareholders approve the proposals required to effect
the reorganization.” Please revise to discuss how the board considered those interests in approving and recommending the reorganization.

The Company has added additional disclosure on page 17 to the information
statement/prospectus reflecting the consideration by the board of directors of the interests of certain executive officers and directors
in approving and recommending the reorganization.

Summary Historical Financial Information, page 22

 12. Pursuant to Item 5 of the Form S-4, please provide pro forma financial information which gives effect to the Recapitalization Share
Exchange Transactions as well as the PIPE Investment. Refer to Rule 8-05 of Regulation S-X.

The Company acknowledges the Staff’s comment and the Staff’s
further clarification of this comment in our call on September 24, 2021. As discussed with the Staff during the call, the Company respectfully
contends that full pro forma financial information under Rules 8-05/11-01(e) is not required because the transaction is between a parent
(Allarity A/S) and its totally held subsidiary (Allarity Delaware). However, the Company has included pro forma earnings per share data
in the information statement/prospectu

United States securities and exchange commission logo
September 20, 2021
Steve R. Carchedi
Chief Executive Officer
Allarity Therapeutics, Inc.
210 Broadway, Suite 201
Cambridge, MA 02139
Re:Allarity Therapeutics, Inc.
Registration Statement on Form S-4
Filed August 20, 2021
File No. 333-258968
Dear Mr. Carchedi:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed August 20, 2021
Cautionary Note Regarding Forward-Looking Statements; Market, Ranking and Other Industry
Data, page 3
1.We note your statement here that "investors are cautioned not to unduly rely upon [your]
statements" reflecting your beliefs and opinions on the relevant subject that are based on
information available to you as of the date of the information statement.  We also note
your disclosure in a risk factor on page 62 that while you believe you have obtained
statistical data, market data and other industry data and forecasts used throughout the
information statement from market research, publicly available information and industry
publications believed to be reliable, no third-party has verified such research.  These
statements appear to imply a disclaimer of responsibility for this information in the
prospectus. Please either delete these statements or specifically state that you are liable for

 FirstName LastNameSteve R. Carchedi
 Comapany NameAllarity Therapeutics, Inc.
 September 20, 2021 Page 2
 FirstName LastNameSteve R. Carchedi
Allarity Therapeutics, Inc.
September 20, 2021
Page 2
the information related to the market and industry data.
Summary of Information Statement/Prospectus, page 12
2.The disclosure in the summary should be a balanced presentation of your business. Please
balance the description of your strengths with equally prominent disclosure of the
challenges you face and the risks and limitations that could harm your business or inhibit
your strategic plans. For example, but without limitation, balance your discussion of
your plans for the clinical development of your product candidates along with your
companion DRP diagnostics with a discussion of the failures of those product candidates
in previous clinical trials and the challenges you may face in obtaining regulatory
approval to market a companion diagnostic.
3.We note that on pages 26 and 218 you state there is an indication that substantial doubt
exists related to your ability to continue as a going concern. Please expand your disclosure
in the Summary to include this information and disclose your history of net losses and
provide your accumulated deficit as of the most recent balance sheet date.
4.You state on page 12 and elsewhere throughout the prospectus that you are "pursu[ing]
oncology therapeutic candidates that have been "de-risked” through substantiated prior
clinical trials by other pharmaceutical companies." However, in a risk factor on page 34,
you state that these candidates have failed therapeutic clinical trial endpoints in Phase 2 or
later clinical trials and that "[p]otential out-licensees, alliance partners and collaborators
may view a therapeutic candidate identified with our proprietary DRP companion
diagnostics platform with more skepticism because of its history of failed clinical trials
[...]."  Given the uncertainty of developing product candidates through clinical trials and
commercialization, it is inappropriate to state or imply that you have mitigated or will
mitigate development risk. Accordingly, please remove the references to your product
candidates as "de-risked" throughout your registration statement.
5.We note your disclosure that you believe you "will be able to realize the promise of
personalized medicine by selecting the patients most likely to benefit from each of our
therapeutic candidates, thereby increasing the likelihood of clinical success."  Please
revise disclosure here and elsewhere in the prospectus as appropriate to remove references
to "realizing the promise of personalized medicine" and to "increasing the likelihood of
clinical success" as these statements are speculative in light of the regulatory status of the
product candidates you are currently pursuing. As an example only, we note your
disclosure on page 14 that your DRP may substantially improve the overall treatment
response in your clinical trials and increase the likelihood for regulatory approval to
market your therapeutic candidates while potentially reducing the time, cost and risk of
clinical development.
6.We note your statement here that "[you] may additionally conduct a near-term clinical
trial for stenoparib to test the anti-viral activity of this therapeutic candidate as a potential
treatment for SARS-CoV-2 (COVID-19) applications."  We also not your statement on

 FirstName LastNameSteve R. Carchedi
 Comapany NameAllarity Therapeutics, Inc.
 September 20, 2021 Page 3
 FirstName LastNameSteve R. Carchedi
Allarity Therapeutics, Inc.
September 20, 2021
Page 3
page 14 that you believe that your DRP-guided clinical programs "may potentially be
considered for the FDA's accelerated approval process."  Please revise your disclosure on
page 12 as well as similar disclosure on page 102 to clarify that while you have submitted
a phase 2/3 protocol through the BARDA portal to be an arm in the NIH clinical trials,
you have not yet submitted an IND to the FDA and there is no guarantee that you will
become a participant in the NIH clinical trials or that the FDA will grant you an IND to
commence a clinical trial to test the anti-viral activity of stenoparib as a potential
treatment for COVID-19 applications.  Please also revise your disclosure on page 14 to
clarify that you have not submitted an application for the FDA's accelerated approval
process and that there is no guarantee that the FDA will grant you approval. Please also
revise to affirmatively state that the FDA's accelerated approval pathways do not
guarantee an accelerated review by the FDA.
7.We note your statement on page 13 and throughout the prospectus that the DRP platform
has been "retrospectively validated in 35 clinical trials."  Please revise your disclosure
here to explain what you mean by "retrospectively validated" and also to clarify that you
have not yet received approval from the FDA or other regulatory agency to market a
companion diagnostic and you will need this approval in order to market any of your
therapeutic candidates. Please also explain whether you expect to be able to rely on your
"retrospective" analyses in support of your application for pre-market approval of your
companion diagnostics.
8.We note your statement that your product candidates have shown "promising signs of
anti-tumor activity." Please revise this disclosure and similar references to "encouraging
signs of anti-cancer effects" and "encouraging anti-tumor activity" throughout your
prospectus that imply that your product candidates are effective as such determinations are
made solely by the FDA and comparable foreign regulators.
9.We note your press release dated June 14, 2021 announcing that you entered into binding
terms sheets for agreements under which Oncoheroes Biosciences, Inc. will acquire
certain rights to dovitinib and stenoparib. Please revise your disclosure to provide the
materials terms of the term sheets or tell us why you believe such information is not
material.
Our Pipeline of Therapeutic Candidates, page 14
10.We note that you have included Irofulven in your pipeline table here and on page 101.
Given that you suspended your study of Irofulven in 2019, that you then sold Irofulven to
Lantern Pharma, Inc. in July 2021 and that you will no longer devote any of your
development resources to this program, please remove this product candidate from your
pipeline table or explain why the program is sufficiently material to your business to
warrant its inclusion. Additionally, please revise the column heading "Phase 1/2" to reflect
"Phase 1."

 FirstName LastNameSteve R. Carchedi
 Comapany NameAllarity Therapeutics, Inc.
 September 20, 2021 Page 4
 FirstName LastNameSteve R. Carchedi
Allarity Therapeutics, Inc.
September 20, 2021
Page 4
Interests of Certain Persons in the Recapitalization Share Exchange, page 16
11.We note your disclosure here that "[c]ertain of Allarity A/S's executive officers and
directors may have interests in the recapitalization share exchange that may be different
from, or in addition to, the interests of Allarity A/S's shareholders" and that "[t]he
members of the Allarity A/S board of directors were aware of and considered these
interests, among other matters, when they approved the Reorganization Agreement and
recommended that Allarity A/S shareholders approve the proposals required to effect the
reorganization."  Please revise to discuss how the board considered those interests in
approving and recommending the reorganization.
Summary Historical Financial Information, page 22
12.Pursuant to Item 5 of the Form S-4, please provide pro forma financial information which
gives effect to the Recapitalization Share Exchange Transactions as well as the PIPE
Investment.  Refer to Rule 8-05 of Regulation S-X.
Comparative Per Share Data, page 23
13.Please provide us with your calculations for the historical book value per share for the six
months ended June 30, 2021 and June 30, 2021. It appears as though these amounts would
not be negative since you had positive total equity.
Risk Factors, page 25
14.Please revise this section to relocate any generic risk factors you present to the end of the
section under the caption "General Risk Factors." Refer to Item 105(a) of Regulation S-K.
Our Certificate of Incorporation designates the Court of Chancery of the State of Delaware, page
78
15.We note that your forum selection provision identifies a state court located within the
State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal
district court for the District of Delaware) as the exclusive forum for certain litigation,
including any “derivative action.” We also note your disclosure on page 244 that your
exclusive forum provision does not apply to claims under the federal securities laws or
any other claim for which the federal courts have exclusive jurisdiction. Please clarify in
this risk factor whether this provision applies to actions arising under the Securities Act or
Exchange Act.  If this provision does not apply to actions arising under the Securities Act
or Exchange Act, please also ensure that the exclusive forum provision in the governing
documents states this clearly.

 FirstName LastNameSteve R. Carchedi
 Comapany NameAllarity Therapeutics, Inc.
 September 20, 2021 Page 5
 FirstName LastNameSteve R. Carchedi
Allarity Therapeutics, Inc.
September 20, 2021
Page 5
Material U.S. Federal Income Tax Consequences of the Recapitalization Share Exchange as a
Tax-Free Reorganization, page 86
16.We note your disclosure on page 232 that it is “intended” that the Reorganization Share
Exchange qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Please revise your disclosure in this section to state that it is the opinion of counsel, to
clearly identify and articulate the opinion being rendered and to remove the language
stating that this section is a summary. Please ensure that you provide a firm opinion for
each material tax consequence or explain why such an opinion cannot be given.  If the
opinion is subject to uncertainty, please provide an opinion that reflects the degree of
uncertainty (ex: "should" or "more likely than not"). For guidance, refer to Staff Legal
Bulletin No. 19, Sections III.C.1 and 4.
Information about Allarity A/S
Strategy, page 104
17.We note your reference to “rapidly” advancing the U.S. approval of dovitinib.  Please
revise this statement here and throughout your prospectus to remove any implication that
you will be successful in commercializing your product candidates in a rapid or
accelerated manner.
18.We note your statement on page 105 that "[t]he change of the U.S. Presidential
administration in early 2021 may adversely impact [y]our participation in Operation Warp
Speed."  Please expand your disclosure to explain what you mean and the basis for your
belief.
Companion Diagnostics, page 111
19.Your statement that your Dovitinib-DRP companion diagnostic is "first-in-class" implies
the likelihood of regulatory approval and comparisons to other companion diagnostics.
Please remove the "first-in-class" reference as the statement is speculative in light of the
regulatory status of the companion diagnostic.
Priority Therapeutic Programs, page 111
20.For each of your priority assets that are former drug candidates of large pharmaceutical
companies, please include in your description of the pre-clinical and clinical trials for
those candidates a discussion of any failures in past clinical studies and why those studies
may have been stopped or abandoned.
21.To the extent not disclosed, please revise your discussion of the preclinical and clinical
trials for each of your product candidates conducted to date to specify the primary and
secondary endpoints of the different trials, the results as they relate to the endpoints and
any statistical analysis that was done. Also add an explanation of how statistical
significance relates to the approval process of the FDA and other regulators. Additionally,
please ensure you disclose all serious adverse events (SAEs) and the number of patients

 FirstName LastNameSteve R. Carchedi
 Comapany NameAllarity Therapeutics, Inc.
 September 20, 2021 Page 6
 FirstName LastNameSteve R. Carchedi
Allarity Therapeutics, Inc.
September 20, 2021
Page 6
who experienced them for SAEs that were determined to be treatment-related or that the
investigator could not determine were not treatment related.
Anticipated NDA Filing for RCC, page 121
22.We note your disclosure here that you anticipate submitted an NDA filing for dovitinib for
the treatment of advanced RCC and that the NDA will be supported primarily by data
from one randomized Phase 3 trial (A2302) and from one Phase 1/2 trial (A2107).  Please
expand your descriptions of these trials starting on page 115 to clearly identify and
explain the data from each trial that will be used to support your NDA filing.  In
particular, we note your statement regarding the Phase 3 trial (A2303) that "[t]he trial
failed its primary anti-cancer activity endpoint [...]."  Please clarify whether other trial
endpoints were met and explain the impact of the trial's failure to meet this endpoint.
Intellectual Property, page 172
23.Please revise to disclose for each material patent and patent application the specific
products or diagnostics to which such patents or patent applications relate, whether the
patents are owned or licensed, the type of patent protection, the expiration dates, and
applicable material jurisdictions, including any foreign jurisdiction. Consider disclosure in
tabular format by patent family or otherwise in addition to the narrative provided.
24.We note your disclosure that certain patents covering your portfolio assets and that certain
patents that may issue in the future from your pending patent applications have or are
projected to have expiration dates in 2021.  Please revise to disclose what effect you
expect the expiration of these patents to have on your patent portfolio and

CORRESP
1
filename1.htm

    Scott E. Bartel

    633 West 5th Street, Suite 4000

    Los Angeles, California 90071

    Scott.Bartel@lewisbrisbois.com

    Direct: 213.358.6174

August 20, 2021

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

    Re:
    ALLARITY THERAPEUTICS, INC.

 Registration Statement on Form S-4

Ladies and Gentlemen:

On behalf of our client, Allarity Therapeutics,
Inc., a Delaware corporation (the “Company”), we are filing this registration statement on Form S-4 (the “Registration
Statement”) via EDGAR to the Securities and Exchange Commission (the “SEC”) relating to the proposed Recapitalization
Share Exchange involving Allarity Therapeutics A/S, an Aktieselskab organized under the laws of Denmark, (“Allarity A/S”)
with shares listed on the Nasdaq First North Growth Market in Stockholm Sweden. The Company is currently a “business combination
related shell company” with no asset or operations which was formed for the sole purpose of completing the Recapitalization Share
Exchange. Consequently, pursuant to the Division of Corporation Finance’s Financial Reporting Manual, (Section 1160.1), only the
financial statements of Allarity A/S have been included in the Registration Statement.

If you have any questions or comments concerning the Registration
Statement or require any additional information, please do not hesitate to contact me at scott.bartel@lewisbrisbois.com, (213) 358-6174,
or my partners Daniel Eng at daniel.eng@lewisbrisbois, (415) 262-8508, or Deborah Seo at deborah.seo@lewisbrisbois.com, (916) 646-8289.

    Best regards,

    /s/ Scott E. Bartel

    Scott E. Bartel of

    LEWIS BRISBOIS BISGAARD & SMITH llp

SEB:dh

Enclosure

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