CAUTIONARY
NOTE ON FORWARD LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference herein contain forward looking statements that involve risks and uncertainties.
All statements other than statements of historical fact contained in this prospectus and the documents incorporated by reference
herein, including statements regarding future events, our future financial performance, business strategy, and plans and objectives
of management for future operations, are forward-looking statements. When we use the words “anticipate,” “believe,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“predict,” “project,” “will” and other similar terms and phrases, including references to
assumptions, we are identifying forward-looking statements. Forward-looking statements involve risks and uncertainties, which
may cause our actual results, performance or achievements to be materially different from those expressed or implied by forward-looking
statements. Forward-looking statements are based on information we have when those statements are made or our management’s
good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual
performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important
factors that could cause such differences include, but are not limited to:
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fluctuation
and volatility in market price of our common stock due to market and industry factors, as well as general economic, political
and market conditions;
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the
impact of dilution on our shareholders;
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our
ability to realize the intended benefits of the Merger and the Contribution Transaction;
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the
impact of our ability to realize the anticipated tax impact of the merger;
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the
outcome of litigation or other proceedings we may become subject to in the future;
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delisting
of our common stock from the Nasdaq;
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our
availability and ability to continue to obtain sufficient funding to conduct planned research and development efforts and
realize potential profits;
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our
ability to develop and commercialize our product candidates, including MyMD-1, Supera-CBD and other future product candidates;
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the
impact of the complexity of the regulatory landscape on our ability to seek and obtain regulatory approval for our product
candidates, both within and outside of the U.S.;
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the
required investment of substantial time, resources and effort for successful clinical development and marketization of our
product candidates;
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challenges
we may face with maintaining regulatory approval, if achieved;
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the
potential impact of changes in the legal and regulatory landscape, both within and outside of the U.S.;
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the
impact of the recent COVID-19 pandemic on the administration, funding and policies of regulatory authorities, both within
and outside of the U.S.;
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our
dependence on third parties to conduct pre-clinical and clinical trials and manufacture its product candidates;
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the
impact of the recent COVID-19 pandemic on our results of operations, business plan and the global economy;
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challenges
we may face with respect to its product candidates achieving market acceptance by providers, patients, patient advocacy groups,
third party payors and the general medical community;
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the
impact of pricing, insurance coverage and reimbursement status of our product candidates;
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emerging
competition and rapidly advancing technology in our industry;
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our
ability to obtain, maintain and protect its trade secrets or other proprietary rights, operate without infringing
upon the proprietary rights of others and prevent others from infringing on its proprietary rights;
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our
ability to maintain adequate cyber security and information systems;
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our
ability to achieve the expected benefits and costs of the transactions related to the acquisition of Supera;
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our
ability to effectively execute and deliver our plans related to commercialization, marketing and manufacturing capabilities
and strategy;
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emerging
competition and rapidly advancing technology in our industry;
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our
ability to obtain adequate financing in the future on reasonable terms, as and when we need it;
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challenges
we may face in identifying, acquiring and operating new business opportunities;
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our
ability to retain and attract senior management and other key employees;
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our
ability to quickly and effectively respond to new technological developments;
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changes
in political, economic or regulatory conditions generally and in the markets in which we operate;
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our
compliance with all laws, rules, and regulations applicable to our business and COVID-19 Vaccine Candidate;
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other
factors discussed in this prospectus and the documents incorporated by reference herein, including those set forth under “Risk
Factors” in our joint
proxy and consent solicitation statement/prospectus, dated March 23, 2021, filed
with the Securities and Exchange Commission (the “SEC”) pursuant
to Rule 424(b) of the Securities Act, forming a part of the registration statement on Form S-4, as amended, which was declared
effective as of March 23, 2021.
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The
foregoing does not represent an exhaustive list of risks that may impact upon the forward-looking statements used herein or in
the documents incorporated by reference herein. For a more detailed discussion of such risks and other important factors that
could cause actual results to differ materially from those in such forward-looking statements and forward-looking information,
please see “Risk Factors” on page 4 of this prospectus as well as the risk factors included in the documents incorporated
herein by reference, including from the joint
proxy and consent solicitation statement/prospectus, dated March 23, 2021. Although we have attempted to identify important
factors that could cause actual results to differ materially from those described in forward-looking statements and forward-looking
information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance
that these statements will prove to be accurate as actual results and future events could differ materially from those anticipated
in the statements. Except as required by law, we assume no obligation to publicly update any forward-looking statements and forward-looking
information, whether as a result of new information, future events or otherwise. We qualify all forward-looking statements by
these cautionary statements. For all forward-looking statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
PROSPECTUS
SUMMARY
This
summary provides an overview of selected information contained elsewhere or incorporated by reference in this prospectus and does
not contain all of the information you should consider before investing in our securities. You should carefully read the prospectus,
the information incorporated by reference and the registration statement of which this prospectus is a part in their entirety,
including the joint proxy and consent
solicitation statement/prospectus, dated March 23, 2021, before investing in our securities, including the information discussed
under “Risk Factors” beginning on page 4 in this prospectus and the documents incorporated by reference and our financial
statements and related notes that are incorporated by reference in this prospectus, including the joint
proxy and consent solicitation statement/prospectus, dated March 23, 2021.
As
used herein, and any amendment or supplement hereto, unless otherwise indicated, “we,” “us,” “our,”
the “Company,” “MyMD” or similar terminology means MyMD Pharmaceuticals, Inc.
Overview
We
were historically a developer of rapid health information technologies but since March 2020, have been primarily focused on the
development of a vaccine candidate against SARS-CoV-2, a coronavirus currently causing a pandemic throughout the world (“COVID-19”).
Following the closing of the Merger and the Contribution Transaction described below that occurred on April 16, 2021, we are focused
on developing and commercializing two therapeutic platforms based on well-defined therapeutic targets, MyMD-1 and SUPERA-CBD:
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MyMD-1
is a clinical stage small molecule that regulates the immunometabolic system to treat autoimmune disease, including (but not
limited to) multiple sclerosis, diabetes, rheumatoid arthritis, and inflammatory bowel disease. MyMD-1 is being developed
to treat age-related illnesses such as frailty and sarcopenia. MyMD-1 works by regulating the release of numerous pro-inflammatory
cytokines, such as TNF-α, interleukin 6 (“IL-6”) and interleukin 17 (“IL-17”). MyMD-1 will be
evaluated in patients with depression due to COVID-19 related to the release of cytokines. The company has significant intellectual
property coverage to protect these autoimmune indications as well as therapy as an anti-aging product;
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Supera-CBD
is a synthetic derivative of CBD being developed to treat various conditions, including, but not limited to, epilepsy, pain
and anxiety/depression, through its effects on the CB2 receptor, and a monoamine oxidase enzyme (“MAO”) type B.
Supera-CBD has shown tremendous promise in treating neuroinflammatory and neurodegenerative diseases, and will be a major
focus as the company move forward.
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The
rights to Supera-CBD were previously owned by Supera Pharmaceuticals, Inc. (“Supera”) and was acquired by MyMD Florida
(as defined below) immediately prior to the closing of the Merger.
Recent
Developments
Closing
of the Merger
On
April 16, 2021, pursuant to the previously announced Agreement and Plan of Merger and Reorganization, dated November 11, 2020
(the “Original Merger Agreement”), as amended by Amendment No. 1 thereto, dated March 16, 2021 (the Original Merger
Agreement, as amended by Amendment No. 1, the “Merger Agreement”), by and among MyMD Pharmaceuticals, Inc., a New
Jersey corporation previously known as Akers Biosciences, Inc. (the “Company”), XYZ Merger Sub Inc., a Florida corporation
and a wholly owned subsidiary of the Company (“Merger Sub”), and MyMD Pharmaceuticals (Florida), Inc., a Florida corporation
previously known as MyMD Pharmaceuticals, Inc. (“MyMD Florida”), Merger Sub was merged with and into MyMD Florida,
with MyMD Florida continuing after the merger as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”).
At the effective time of the Merger, without any action on the part of any stockholder, each issued and outstanding share of MyMD
Florida’s common stock, par value $0.001 per share (the “MyMD Florida Common Stock”), including shares underlying
MyMD’s outstanding equity awards, was converted into the right to receive (x) 0.7718 shares (the “Exchange Ratio”)
of the Company’s common stock, no par value per share (the “Company Common Stock”), (y) an amount in cash, on
a pro rata basis, equal to the aggregate cash proceeds received by the Company from the exercise of any options to purchase shares
of MyMD Florida Common Stock outstanding at the effective time of the Merger assumed by the Company upon closing of the Merger
prior to the second-year anniversary of the closing of the Merger (the “Option Exercise Period”), such payment (the
“Additional Consideration”), and (z) potential milestone payment in shares of Company Common Stock up to the aggregate
number of shares issued by the Company to MyMD Florida stockholders at the closing of the Merger payable upon the achievement
of certain market capitalization milestone events during the 36-month period immediately following the closing of the Merger.
Immediately following the effective time of the Merger, the Company effected a 1-for-2 reverse stock split of the issued and outstanding
Company Common Stock (the “Reverse Stock Split”). Upon completion of the Merger and the transactions contemplated
in the Merger Agreement, (i) the former MyMD Florida equity holders own approximately 77.39% of the outstanding equity of the
Company on a fully diluted basis, assuming the exercise in full of the pre-funded warrants to purchase 986,486 shares of Company
Common stock and including 4,188,315 shares of Company Common Stock underlying options to purchase shares of MyMD Florida Common
Stock assumed by the company at closing and after adjustments based on the Company’s net cash at closing; and (ii) former
Akers Biosciences, Inc. (“Akers”) stockholders own approximately 22.61% of the outstanding equity of the Company.
Closing
of Contribution and Assignment Agreement
As
previously reported, on March 23, 2020, we entered into a membership interest purchase agreement (as amended by Amendment No.
1 on May 14, 2020, the “MIPA”) to acquire 100% of the membership interests of Cystron Biotech, LLC (“Cystron”)
from certain selling parties (the “Cystron Sellers”). Cystron is a party to a license agreement (as amended and restated
on March 19, 2020, in connection with our entry into the MIPA, the “License Agreement”) with Premas Biotech PVT Ltd.
(“Premas”) whereby Premas granted Cystron, amongst other things, an exclusive license with respect to Premas’
vaccine platform for the development of a vaccine against COVID-19.
On
April 16, 2021, pursuant to the previously announced Contribution and Assignment Agreement, dated March 18, 2021 (the “Contribution
and Assignment Agreement”) by and among the Company, Cystron Biotech LLC, a Delaware limited liability company and wholly
owned subsidiary of the Company (“Cystron”), Oravax Medical, Inc. (“Oravax”) and, for the limited purpose
set forth therein, Premas Biotech PVT Ltd. (“Premas”) the parties consummated the transactions contemplated therein.
Pursuant to the Contribution and Assignment Agreement, effective upon the closing of the Merger, Akers agreed (i) to contribute
an amount in cash equal to $1,500,000 to Oravax and (ii) cause Cystron to contribute substantially all of the assets associated
with its business or developing and manufacturing Cystron’s COVID-19 vaccine candidate to Oravax (the “Contribution
Transaction”). In consideration for the Company’s commitment to consummate the Contribution Transaction, Oravax issued
to the Company 390,000 shares of its capital stock (equivalent to 13% of Oravax’s outstanding capital stock on a fully diluted
basis) and assumed all of the obligations or liabilities in respect of the assets of Cystron, including the obligations under
the license agreement with Premas. In addition, Oravax agreed to pay future royalties to the Company equal to 2.5% of all net
sales of products (or combination products) manufactured, tested, distributed and/or marketed by Oravax or its subsidiaries.
Reverse
Stock Split
On
April 15, 2021, at the special meeting of the Company’s stockholders, the Company’s stockholders approved a certificate
of amendment to the Company’s certificate of incorporation to effect the Reverse Stock Split. On April 16, 2021, the Company
filed the certificate of amendment to the Company’s certificate of incorporation with the Secretary of State of the State
of New Jersey to effect the Reverse Stock Split (the “Reverse Split Amendment”). As a result of the Reverse Stock
Split, immediately following the effective time of the Merger, every two shares of the Company Common Stock held by a stockholder
immediately prior to the Reverse Stock Split were combined and reclassified into one share of the Company’s Common Stock.
No fractional shares were issued in connection with the Reverse Stock Split. The Reverse Split Amendment provides that each stockholder
who did not have a number of shares evenly divisible pursuant to the Reverse Stock Split ratio and who would otherwise be entitled
to receive a fractional share of Company Common Stock was entitled to receive an additional share of Company Common Stock. All
share and related option and warrant information presented in this prospectus supplement have been retroactively adjusted to reflect
the decreased number of shares outstanding, and the increase in share price, which resulted from these actions. However, common
stock share and per share amounts in the accompanying prospectus and certain of the documents incorporated by reference herein
have not been adjusted to give effect to the Reverse Stock Split.
Private
Placement
Concurrently
with the Merger Agreement, on November 11, 2020, we entered into a Securities Purchase Agreement with certain institutional and
accredited investors (the “Private Placement”), pursuant to which on November 17, 2020, we issued an aggregate of
3,896,494 shares of common stock (“Common Stock”), pre-funded warrants (“Pre-Funded Warrants”) to purchase
986,486 shares of Common Stock (including pre-funded warrants to purchase 466,216 shares of common stock issued in February 2021
to an investor who participated in the Private Placement in exchange for 466,216 shares of common stock purchased in the Private
Placement), and investor warrants (“Investor Warrants”) to purchase 4,882,980 shares of Common Stock for gross proceeds
of approximately $18.1 million before the deduction of placement agent fees and expenses and estimated offering expenses.
At
closing of the Private Placement, Akers also issued to the placement agent as partial compensation for its services the Katalyst
Warrant to purchase up to 195,185 shares of Common Stock at an exercise price of $3.70.
We
paid approximately $1.8 million of the proceeds from the Private Placement to the former members of Cystron pursuant MIPA, as
amended. In addition, we paid a cash fee of $501,500 and issued to the designees of H.C. Wainright & Co., LLC (“HCW”)
warrants to purchase an aggregate of 127,569 shares of common stock (the “November HCW Warrants”), pursuant to a side
letter by and between us and HCW, dated November 23, 2020, regarding certain tail fees provided in two engagement letters (one
dated October 18, 2019 and the other dated April 7, 2020) entered into in connection with prior offerings by and between us and
HCW. Such November HCW Warrants issued were in the same form as the Investor Warrants except that the November HCW Warrants have
an exercise price of $4.6250 per share.
Corporate
Information
We
were incorporated in 1989 in the state of New Jersey. Effective as of April 16, 2021, upon consummation of the Merger, the corporation’s
name was changed from “Akers Biosciences, Inc.” to “MyMD Pharmaceuticals, Inc.” Our principal executive
offices are located at 855 N. Wolfe Street, Suite 623, Baltimore, MD 21205, and our telephone number is (856) 848-8698. Our corporate
website address is www.mymd.com. The information contained on or accessible through our website is not a part of this prospectus,
and the inclusion of our website address in this prospectus is an inactive textual reference only.
SELLING
STOCKHOLDERS
Up
to 10,137,025 shares of Common Stock are currently being offered by the selling stockholders.
Private
Placement
On
November 11, 2020, we entered into the Securities Purchase Agreement with certain institutional and accredited investors, pursuant
to which we agreed to issue and sell to the Purchasers (i) an aggregate of 4,882,980 shares of Common Stock, at an offering price
of $3.70 per share or, at the election of each investor, Pre-Funded Warrants, and (ii) for each share of Common Stock (or for
each Pre-Funded Warrant, as applicable) purchased in the private placement, an Investor Warrant to purchase one share of Common
Stock, for gross proceeds of approximately $18.1 million before the deduction of placement agent fees and expenses and estimated
offering expenses.
The
Private Placement closed on November 17, 2020, and we issued an aggregate of 4,362,710 shares of Common Stock, Pre-Funded Warrants
to purchase 520,270 shares of Common Stock, and Investor Warrants to purchase 4,882,980 shares of Common Stock. On February 11,
2021, a Purchaser an investor exchanged 466,216 shares of common stock purchased in the Private Placement into Pre-Funded Warrants
to purchase 466,216 shares of common stock.
The
Securities Purchase Agreement provided that (i) following the date that we first file a proxy statement with the SEC in connection
with the Merger (including by means of a registration statement on Form S-4), we shall file a registration statement under the
Securities Act for the resale of all of the shares of Common Stock issued in the Private Placement and the by the Purchasers and
(ii) we shall use commercially reasonable efforts to cause such registration statement to be declared effective within 60 days
of the filing thereof (or 90 days in the event of a full review); provided, however, that we shall not be required to register
any shares of Common Stock issued in the Private Placement or the shares of Common Stock issuable upon exercise of Investor Warrant
Shares or Pre-Funded Warrant Shares that are eligible for resale pursuant to Rule 144 under the Securities Act (assuming cashless
exercise of the Investor Warrants or Pre-Funded Warrants).
At
closing of the Private Placement, we issued to Katalyst and its designees as partial compensation for its services as a placement
agent the Katalyst Warrants to purchase up to 195,185 shares of Common Stock at an exercise price of $3.70.
We
paid approximately $1.2 million of the proceeds from the Private Placement to three of the former members of Cystron and recorded
a liability of $602,172 to the fourth former member of Cystron pursuant to the MIPA. In addition, we paid a cash fee of $501,500
and issued the November HCW Warrants to purchase an aggregate of 127,569 shares of common stock to the designees of HCW, pursuant
to a side letter by and between us and HCW, dated November 23, 2020, regarding certain tail fees provided in two engagement letters
(one dated October 18, 2019 and the other dated April 7, 2020) entered into in connection with prior offerings by and between
us and HCW. Such November HCW Warrants issued were in the same form as the Investor Warrants except that the November HCW Warrants
have an exercise price of $4.6250 per share.
Investor
Warrants
Each
Investor Warrant issued in the Private Placement has an initial exercise price equal to $4.12 per share of Common Stock. The Investor
Warrants are immediately exercisable and will terminate five and a half years following issuance. If, at any time following the
six-month anniversary of November 17, 2020, there is no effective registration statement registering, or the prospectus contained
therein is not available for the issuance of the Investor Warrant Shares to the holder, then the Investor Warrants may also be
exercised, in whole or in part, at such time by means of a “cashless exercise” in which the holder shall be entitled
to receive a number of Investor Warrant Shares according to a formula set forth in the Investor Warrants.
A
holder (together with its affiliates) may not exercise any portion of the Investor Warrant or the Pre-Funded Warrant to the extent
that the holder would own more than 4.99% (or, at the election of a holder prior to the date of issuance, 9.99%) of the outstanding
our Common Stock immediately after exercise; provided, however, that upon notice to us, the holder may increase or decrease the
beneficial ownership limitation, provided that in no event shall the beneficial ownership limitation exceed 9.99% and any increase
in the beneficial ownership limitation will not be effective until 61 days following notice of such increase from the holder to
us.
In
the event of a fundamental transaction, as described in the Investor Warrants and generally including any reorganization, recapitalization
or reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties
or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common
Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Common Stock,
the holders of the Investor Warrants will be entitled to receive upon exercise of such warrants the kind and amount of securities,
cash or other property that the holders would have received had they exercised the Investor Warrants immediately prior to such
fundamental transaction. The Merger shall not be deemed a fundamental transaction as defined in the Investor Warrants.
The
Pre-Funded Warrants
At
the request of an investor, in lieu of our common stock, certain investors received Pre-Funded Warrants. The Pre-Funded Warrants
are exercisable at any time immediately upon issuance and until such warrant is exercised in full. The exercise price of the Pre-Funded
Warrants is $0.002 per share of our Common Stock, and, in lieu of making the cash payment otherwise contemplated to be made to
us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either
in whole or in part) the net number of shares of our Common Stock determined according to a formula set forth in the Pre-Funded
Warrants.
A
holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrants to the extent that the holder would
own more than 4.99% (or, at the election of a holder prior to the date of issuance, 9.99%) of the outstanding our common stock
immediately after exercise; provided, however, that upon notice to us, the holder may increase or decrease the beneficial ownership
limitation, provided that in no event shall the beneficial ownership limitation exceed 9.99% and any increase in the beneficial
ownership limitation will not be effective until 61 days following notice of such increase from the holder to us.
Katalyst
Warrants
In
connection with the Private Placement and pursuant to an engagement letter dated October 31, 2020, entered into by and among Katalyst
and us, we issued to Katalyst and its designees the Katalyst Warrants to purchase up to 195,185 shares of our Common Stock at
an exercise price of $3.70, exercisable at any time and from time to time, in whole or in part, following the date of issuance
and for a term of five and a half years.
November
HCW Warrants
We
issued the November HCW Warrants to purchase an aggregate of 127,569 shares of common stock to the designees of HCW, pursuant
to a side letter by and between us and HCW, dated November 23, 2020, regarding certain tail fees provided in two engagement letters
(one dated October 18, 2019 and the other dated April 7, 2020) entered into in connection with prior offerings by and between
us and HCW. Such November HCW Warrants issued were in the same form as the Investor Warrants except that the November HCW Warrants
have an exercise price of $4.6250 per share. The November HCW Warrants are immediately exercisable and will terminate five and
a half years following issuance.
August
2020 Offering and the August HCW Warrants
On
August 13, 2020 (the “August 2020 Offering”), we closed a registered direct equity offering pursuant to a securities
purchase agreement with certain institutional and accredited investors, dated August 11, 2020, and issued and sold an aggregate
of 603,872 shares of Common Stock, at an offering price of $11.34 per share, for gross proceeds of approximately $6.8 million
before the deduction of placement agent fees and offering expenses. Upon closing of the August 2020 Offering as partial compensation
to HCW for serving as our placement agent, we issued to HCW designees the August HCW Warrants to purchase up to 48,311 shares
of common stock at an exercise price of $14.175, subject to certain adjustments as set forth in the August HCW Warrants. The August
HCW Warrants are exercisable at any time and from time to time, in whole or in part, following the date of issuance and expires
on August 11, 2025.
Each
holder of the August HCW Warrants is prohibited from exercising the August HCW Warrants if, as a result of such conversion, any
such holder, together with its affiliates, would own more than 4.99% of the total number of shares of our common stock then issued
and outstanding. This limitation may be increased or decreased, but in no event exceed 9.99%, with respect to a holder upon such
holder’s provision of not less than 61 days’ prior written notice to us. If at any time of exercise of the August
HCW Warrants, there is no effective registration statement under the Securities Act registering the resale of the common stock
underlying the August HCW Warrants by the selling stockholders, then the warrants may also be exercised, in whole or in part,
by means of a cashless exercise.
Pursuant
to Rule 5110(g) of the Financial Industry Regulatory Authority, or FINRA, the August HCW Warrants and any shares issued upon exercise
thereof will not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the effective economic disposition of the securities by any person, for a period
of 180 days immediately following the date of effectiveness or commencement of sales in the offering, except: (i) the transfer
of any security by operation of law or by reason of our reorganization; (ii) the transfer of any security to any FINRA member
firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the
lock-up restriction set forth above for the remainder of the time period; (iii) the transfer of any security if the aggregate
amount of our securities held by the placement agent or related persons do not exceed 1% of the securities being offered; (iv)
the transfer of any security that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided
that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate
do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain
subject to the lock-up restriction set forth above for the remainder of the time period.
Relationship
with the Selling Stockholders
Except
as described below, none of the selling stockholders has, or within the past three years has had, any position, office or other
material relationship with us.
Iroquois
Master Fund Ltd. (“IMF”), and its affiliate, Iroquois Capital Investment Group, LLC (“ICIG”)
In
connection with the Private Placement, IMF, and its affiliate, ICIG, received an aggregate of 520,270 shares of our common stock,
520,270 Pre-Funded Warrants and 1,040,540 Investor Warrants. Iroquois Capital Management, LLC (“Iroquois Capital”)
is the investment advisor for IMF, and ICIG is affiliated with IMF and Iroquois Capital. Based on a Schedule 13G/A filed with
the SEC on February 22, 2021, by Iroquois Capital, Iroquois Capital beneficially owns 9.99% of Common Stock, giving effect to
the beneficial ownership limitations under the terms of certain securities Iroquois Capital owns.
In
connection with the Private Placement, each of IMF and ICIG entered into a lock-up and support agreement with the Company, pursuant
to which such investors agreed, from the date of the lock-up and support agreement until May 31, 2021, to vote such investors’
shares of Common Stock in favor of each matter proposed and recommended for approval by the Company’s board of directors
or management at every stockholders’ meeting.
Intracoastal
Capital LLC (“Intracoastal”)
Intracoastal
participated in the Private Placement.
Based
on a Schedule 13G/A filed with the SEC on January 29, 2021, by Intracoastal, Intracoastal beneficially owns 1.96% of Common Stock,
giving effect to the beneficial ownership limitations under the terms of certain securities Iroquois Capital owns.
Affiliates
of HCW
Each
of Noam Rubinstein, Charles Worthman, Michael Vasinkevich and Craig Schwabe are affiliated with HCW, which served as our placement
agent for our public offering consummated in December 2019, the registered direct equity offering that closed on April 8, 2020
(the “April 2020 Offering”), the registered direct equity offering that closed on May 18, 2020 (the “May 2020
Offering”) and the August 2020 Offering, for which it received cash and/or warrant compensation. In connection with all
or certain of the prior offerings HCW served as a placement agent, each of Noam Rubinstein, Charles Worthman, Michael Vasinkevich,
and Craig Schwabe, as a designee of HCW, has received warrants to purchase shares of our common stock.
In
addition, approximately one-third of Cystron was owned by two entities, each of which is controlled by an associated person of
HCW (the “Associated Persons”). Pursuant to MIPA, as consideration for the membership interests in Cystron purchased
from the Associated Persons, the Associated Persons were paid approximately one-third of the consideration paid at closing and
are entitled to the same percentage of any future consideration under the MIPA. Upon closing of the acquisition of Cystron, we
delivered to the Associated Persons, collectively: (x) 71,130 shares of our Common Stock and 65,369 shares of Preferred Stock,
and (y) approximately $299,074. In connection with the April 2020 Offering, the Associated Persons received approximately $83,333
pursuant to the MIPA. The closing of the May 2020 Offering triggered an accrued payment to the Associated Persons of approximately
$297,470 pursuant to the MIPA, and the closing of the August 2020 Offering triggered an accrued payment to the Associated Persons
of approximately $220,241 pursuant to the MIPA, which was paid on September 24, 2020. After the closing of the Private Placement
in November 2020, we paid approximately $602,172 of the proceeds from the Private Placement to the Associated Persons pursuant
to the MIPA.
The
Cystron Seller owned by the two entities controlled by the Associated Persons is also a party to the Contribution and Assignment
Agreement, and pursuant to the closing of the Contribution Transaction, became a stockholder of Oravax. The Company, Oravax, the
Cystron Sellers, and Oramed are parties to a stockholders’ agreement, which contain certain board of directors’ designation
rights and customary terms and conditions.
Information
About Selling Stockholders Offering
The
shares of Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders and those
issuable to the selling stockholders upon the exercise of the Warrants. For additional information regarding the issuances of
those shares of Common Stock, see “—Private Placement” above. We are registering the shares of Common Stock
in order to permit the selling stockholders to offer the shares for resale from time to time.
The
table below lists the selling stockholders and other information regarding the ownership of the shares of Common Stock by each
of the selling stockholders. The second column lists the number of shares of Common Stock owned by each selling stockholder, based
on its ownership of the shares of Common Stock and securities convertible into shares of Common Stock, as of May 10, 2021 assuming
exercise of the securities convertible into shares of Common Stock held by the selling stockholders on that date, without regard
to any limitations on exercises. Percentage of common stock ownership is based on 36,880,037 shares of common stock issued and
outstanding as of May 10, 2021.
The
third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders.
In
accordance with the terms of the Securities Purchase Agreement, this prospectus generally covers the resale of the sum of (i)
the Shares issued to the selling stockholders, (ii) the maximum number of Investor Warrant Shares, and (iii) the maximum number
of Pre-Funded Warrant Shares. In addition, this prospectus covers the maximum number of Katalyst Warrant Shares, November HCW
Warrant Shares and August HCW Warrant Shares. The table below assumes that the outstanding Warrants were exercised in full as
of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the
trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the Securities
Purchase Agreement, without regard to any limitations on the exercise of the Warrants. The fourth column assumes the sale of all
of the shares offered by the selling stockholders pursuant to this prospectus. The fifth column lists the percentages of shares
of Common Stock owned by the selling stockholders after this offering, taking account of any limitations on exercise set forth
in the applicable convertible securities.
Under
the terms of the Warrants, a selling stockholder may not exercise the Warrants to the extent such exercise would cause such selling
stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which
would exceed 4.99% or 9.99%, as applicable, of our then outstanding Common Stock following such exercise, excluding for purposes
of such determination shares of Common Stock issuable upon the exercise of the Warrants, which have not been exercised. The number
of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their
shares in this offering. See “Plan of Distribution.”
Name
of Selling Stockholder
|
|
Number
of Shares of Common Stock Owned Prior to Offering
|
|
|
Maximum
Number of Shares of Common Stock to be Sold Pursuant to this Prospectus
|
|
|
Number
of Shares of Common Stock Owned After Offering
|
|
|
Percentage
of Common Stock Owned After Offering
|
|
Iroquois
Master Fund Ltd. (1)
|
|
|
1,543,882
|
(41)
|
|
|
1,540,540
|
(42)
|
|
|
3,432
|
|
|
|
+
|
|
Iroquois
Capital Investment Group LLC (1)
|
|
|
2,600,856
|
(43)
|
|
|
540,540
|
(44)
|
|
|
2,060,316
|
|
|
|
5.51%
|
|
Intracoastal
Capital, LLC (2)
|
|
|
731,828
|
(45)
|
|
|
731,730
|
(46)
|
|
|
98
|
|
|
|
+
|
|
FBH
Investment Holdings LLC (3)
|
|
|
478,378
|
*
|
|
|
478,378
|
*
|
|
|
0
|
|
|
|
—
|
|
Mainfield
Enterprises Inc. (4)
|
|
|
1,081,082
|
*
|
|
|
1,081,082
|
*
|
|
|
0
|
|
|
|
—
|
|
Scot
Cohen
|
|
|
486,486
|
*
|
|
|
486,486
|
*
|
|
|
0
|
|
|
|
—
|
|
V4
Global LLC (5)
|
|
|
810,810
|
*
|
|
|
810,810
|
*
|
|
|
0
|
|
|
|
—
|
|
Empire
Group Ltd. (6)
|
|
|
189,190
|
*
|
|
|
189,910
|
*
|
|
|
0
|
|
|
|
—
|
|
Shay
Capital, LLC (7)
|
|
|
932,432
|
*
|
|
|
932,432
|
*
|
|
|
0
|
|
|
|
—
|
|
Stormy
Monday LLC (8)
|
|
|
135,136
|
*
|
|
|
135,136
|
*
|
|
|
0
|
|
|
|
—
|
|
The
Hewlett Fund LP (9)
|
|
|
108,108
|
*
|
|
|
108,108
|
*
|
|
|
0
|
|
|
|
—
|
|
Gregg
Smith
|
|
|
29,190
|
*
|
|
|
29,190
|
*
|
|
|
0
|
|
|
|
—
|
|
JD
Advisors, LLC (10)
|
|
|
108,108
|
*
|
|
|
108,108
|
*
|
|
|
0
|
|
|
|
—
|
|
Anson
Investments Master Fund LP (11)
|
|
|
270,270
|
*
|
|
|
270,270
|
*
|
|
|
0
|
|
|
|
—
|
|
Frank
Curzio
|
|
|
40,540
|
*
|
|
|
40,540
|
*
|
|
|
0
|
|
|
|
—
|
|
Kent
Building Services, LLC (12)
|
|
|
54,054
|
*
|
|
|
54,054
|
*
|
|
|
0
|
|
|
|
—
|
|
Alexander
Team Investments LLC (13)
|
|
|
81,082
|
*
|
|
|
81,082
|
*
|
|
|
0
|
|
|
|
—
|
|
Louis
Springer
|
|
|
27,028
|
*
|
|
|
27,028
|
*
|
|
|
0
|
|
|
|
—
|
|
Scot
Cohen and Carolina Oliva JT Ten (14)
|
|
|
54,054
|
*
|
|
|
54,054
|
*
|
|
|
0
|
|
|
|
—
|
|
Shaar
Hazuhov, LLC (15)
|
|
|
256,756
|
*
|
|
|
256,756
|
*
|
|
|
0
|
|
|
|
—
|
|
Will
Febbo
|
|
|
54,054
|
*
|
|
|
54,054
|
*
|
|
|
0
|
|
|
|
—
|
|
Jeremy
S. Bronfman 1989 Trust (16)
|
|
|
54,054
|
*
|
|
|
54,054
|
*
|
|
|
0
|
|
|
|
—
|
|
Brio
Capital Master Fund Ltd. (17)
|
|
|
108,108
|
*
|
|
|
108,108
|
*
|
|
|
0
|
|
|
|
—
|
|
Lee
Harrison Corbin
|
|
|
27,028
|
*
|
|
|
27,028
|
*
|
|
|
0
|
|
|
|
—
|
|
Albert
& Hiedi Gentile
|
|
|
54,054
|
*
|
|
|
54,054
|
*
|
|
|
0
|
|
|
|
—
|
|
Richard
Gonda
|
|
|
27,028
|
*
|
|
|
27,028
|
*
|
|
|
0
|
|
|
|
—
|
|
Hummel,
Daniel W. and Allaire, JTWROS (18)
|
|
|
21,622
|
*
|
|
|
21,622
|
*
|
|
|
0
|
|
|
|
—
|
|
Kyle
A. McGurk
|
|
|
16,216
|
*
|
|
|
16,216
|
*
|
|
|
0
|
|
|
|
—
|
|
Thomas
A. McGurk, Jr.
|
|
|
16,216
|
*
|
|
|
16,216
|
*
|
|
|
0
|
|
|
|
—
|
|
Peter
Ohler
|
|
|
54,054
|
*
|
|
|
54,054
|
*
|
|
|
0
|
|
|
|
—
|
|
Pauline
M. Howard Trust dtd 01.02.98
Candy D’Azevedo Trust (19)
|
|
|
13,514
|
*
|
|
|
13,514
|
*
|
|
|
0
|
|
|
|
—
|
|
Clayton
A. Struve
|
|
|
54,054
|
*
|
|
|
54,054
|
*
|
|
|
0
|
|
|
|
—
|
|
John
V. Wagner, Jr.
|
|
|
21,622
|
*
|
|
|
21,622
|
*
|
|
|
0
|
|
|
|
—
|
|
Whited
Family Trust (20)
|
|
|
27,028
|
*
|
|
|
27,028
|
*
|
|
|
0
|
|
|
|
—
|
|
Willis,
Michael L. and Sharon D., JTWROS (21)
|
|
|
27,028
|
*
|
|
|
27,028
|
*
|
|
|
0
|
|
|
|
—
|
|
Thomas
Zahavi
|
|
|
27,028
|
*
|
|
|
27,028
|
*
|
|
|
0
|
|
|
|
—
|
|
The
Special Equities Opportunity Fund, LLC (22)
|
|
|
243,244
|
*
|
|
|
243,244
|
*
|
|
|
0
|
|
|
|
—
|
|
SP
Capital Partners, LLC (23)
|
|
|
27,028
|
*
|
|
|
27,028
|
*
|
|
|
0
|
|
|
|
—
|
|
Peter
K. Janssen
|
|
|
27,028
|
*
|
|
|
27,028
|
*
|
|
|
0
|
|
|
|
—
|
|
Peter
W. Janssen
|
|
|
30,000
|
*
|
|
|
30,000
|
*
|
|
|
0
|
|
|
|
—
|
|
One44
Capital LLC (24)
|
|
|
243,244
|
*
|
|
|
243,244
|
*
|
|
|
0
|
|
|
|
—
|
|
Christopher
Cozzolino
|
|
|
20,270
|
*
|
|
|
20,270
|
*
|
|
|
0
|
|
|
|
—
|
|
Lee
J. Seidler Revocable Trust dtd 4.12.1990 (25)
|
|
|
54,054
|
*
|
|
|
54,054
|
*
|
|
|
0
|
|
|
|
—
|
|
Michael
J. Mathieu
|
|
|
16,216
|
*
|
|
|
16,216
|
*
|
|
|
0
|
|
|
|
—
|
|
Casimir
S. Skrzypczak
|
|
|
27,028
|
*
|
|
|
27,028
|
*
|
|
|
0
|
|
|
|
—
|
|
Joel
Yanowitz
|
|
|
27,028
|
*
|
|
|
27,028
|
*
|
|
|
0
|
|
|
|
—
|
|
Gerald
Yanowitz
|
|
|
27,028
|
*
|
|
|
27,028
|
*
|
|
|
0
|
|
|
|
—
|
|
James
David Conrod
|
|
|
16,216
|
*
|
|
|
16,216
|
*
|
|
|
0
|
|
|
|
—
|
|
Eric
Fosselman
|
|
|
24,324
|
*
|
|
|
24,324
|
*
|
|
|
0
|
|
|
|
—
|
|
Willis
Welch
|
|
|
27,028
|
*
|
|
|
27,028
|
*
|
|
|
0
|
|
|
|
—
|
|
Ustica
Holdings Ltd. (26)
|
|
|
97,298
|
*
|
|
|
97,298
|
*
|
|
|
0
|
|
|
|
—
|
|
Arcade
Venture Opportunities Fund (27)
|
|
|
81,082
|
*
|
|
|
81,082
|
*
|
|
|
0
|
|
|
|
—
|
|
Arcade
Dynamic Fund Ltd. (28)
|
|
|
27,028
|
*
|
|
|
27,028
|
*
|
|
|
0
|
|
|
|
—
|
|
Gamma
Endurance Fund Ltd. (29)
|
|
|
64,864
|
*
|
|
|
64,864
|
*
|
|
|
0
|
|
|
|
—
|
|
Michael
Silverman
|
|
|
235,729
|
(31)
|
|
|
235,729
|
(31)
|
|
|
0
|
|
|
|
—
|
|
Christopher
Cozzolino
|
|
|
2,570
|
(30)
|
|
|
2,570
|
(30)
|
|
|
0
|
|
|
|
—
|
|
John
Fosselman
|
|
|
1,013
|
(30)
|
|
|
1,013
|
(30)
|
|
|
0
|
|
|
|
—
|
|
Jesse
Janssen
|
|
|
855
|
(30)
|
|
|
855
|
(30)
|
|
|
0
|
|
|
|
—
|
|
Stephen
Renaud
|
|
|
57,998
|
(32)
|
|
|
57,998
|
(32)
|
|
|
0
|
|
|
|
—
|
|
EFD
Capital Inc.
|
|
|
1,750
|
(30)
|
|
|
1,750
|
(30)
|
|
|
0
|
|
|
|
—
|
|
Jeffrey
Berman
|
|
|
25,000
|
(30)
|
|
|
25,000
|
(30)
|
|
|
0
|
|
|
|
—
|
|
Michael
Vasinkevich
|
|
|
218,849
|
(33)
|
|
|
112,782
|
(34)
|
|
|
106,067
|
|
|
|
+
|
|
Noam
Rubinstein
|
|
|
107,359
|
(35)
|
|
|
55,402
|
(36)
|
|
|
51,957
|
|
|
|
+
|
|
Craig
Schwabe
|
|
|
8,817
|
(37)
|
|
|
5,937
|
(38)
|
|
|
2,880
|
|
|
|
+
|
|
Charles
Worthman
|
|
|
3,409
|
(39)
|
|
|
1,759
|
(40)
|
|
|
1,650
|
|
|
|
+
|
|
*
Half of this number represents shares of Common Stock issuable upon the exercise of Investor Warrants issued pursuant to the Private
Placement and the remaining half represents Shares issued pursuant to the Private Placement.
+
Less than 1%
(1)
Richard Abbe has the sole authority and responsibility
for the investments made on behalf of ICIG as its managing member. Mr. Abbe has voting control and investment discretion over
securities held by ICGC. As such, Mr. Abbe may be deemed to be the beneficial owner (as determined under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the securities held by ICGC.
Iroquois
Capital Management L.L.C. is the investment manager of IMF. Iroquois Capital Management, LLC has voting control and investment
discretion over securities held by IMF. As Managing Members of Iroquois Capital Management, LLC, Richard Abbe and Kimberly Page
make voting and investment decisions on behalf of Iroquois Capital Management, LLC in its capacity as investment manager to IMF.
As a result of the foregoing, Mr. Abbe and Mrs. Page may be deemed to have beneficial ownership (as determined under Section 13(d)
of the Exchange Act) of the securities held by Iroquois Capital Management and IMF.
(2)
Mitchell P. Kopin and Daniel B. Asher, each of whom are managers of Intracoastal Capital LLC, have shared voting control and investment
discretion over the securities reported herein that are held by Intracoastal Capital LLC. As a result, each of Mr. Kopin and Mr.
Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of Exchange Act) of the securities reported
herein that are held by Intracoastal.
(3)
Sarah Rosenfeld has sole voting and dispositive power over the securities held for the account of this selling stockholder.
(4)
Idan Moskovich has sole voting and dispositive power over the securities held for the account of this selling stockholder.
(5)
Scot Cohen has sole voting and dispositive power over the securities held for the account of this selling stockholder.
(6)
Primeway S.A., Director of Empire Group Ltd., has sole voting and dispositive power over the securities held for the account of
this selling stockholder.
(7)
Michael Murray, President of Shay Capital LLC, and Sam Ginzburg, Chief Executive Officer, have equal voting and dispositive power
over the securities held for the account of this selling stockholder.
(8)
Bruce Bernstein, Member of Stormy Monday LLC, has sole voting and dispositive power over the securities held for the account of
this selling stockholder.
(9)
Martin Chopp, General Partner, has sole voting and dispositive power over the securities held for the account of this selling
stockholder.
(10)
Daniel and James Altucher, Co-Managers of JD Advisors, LLC, have equal voting and dispositive power over the securities held for
the account of this selling stockholder.
(11)
Anson Advisors Inc. and Anson Funds Management LP, the Co-Investment Advisers of Anson Investments Master Fund LP (“Anson”),
hold voting and dispositive power over the Common Shares held by Anson. Bruce Winson is the managing member of Anson Management
GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors
Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these Common Shares except to the extent of their
pecuniary interest therein. has sole voting and dispositive power over the securities held for the account of this selling stockholder.
(12)
Alon Alexander (President & Managing Member), Gil Neuman (CEO & Managing Member), and Orly Alexander (CFO & Member)
have equal voting and dispositive power over the securities held for the account of this selling stockholder.
(13)
Tal Alexander (Officer) and Oren Alexander (Officer) have equal voting and dispositive power over the securities held for the
account of this selling stockholder.
(14)
Scot Cohen and Carolina Oliva have equal voting and dispositive power over the securities held for the account of this selling
stockholder.
(15)
Ahron Gold is the control person of Shaar Hazuhov, LLC has sole voting and dispositive power over the securities held for the
account of this selling stockholder.
(16)
Jeremy S. Bronfman has sole voting and dispositive power over the securities held for the account of this selling stockholder.
(17)
Shaye Hirsch has sole voting and dispositive power over the securities held for the account of this selling stockholder.
(18)
Daniel and Allaire Hummel are joint tenants with a right of survivorship and have equal voting and dispositive power over the
securities held for the account of this selling stockholder.
(19)
Candy D’Azevedo Bathon has sole voting and dispositive power over the securities held for the account of this selling stockholder.
(20)
Craig R. Whited or Gilda Whited has sole voting and dispositive power over the securities held for the account of this selling
stockholder.
(21)
Michael L. Willis and Sharon D. Willis have equal voting and dispositive power over the securities held for the account of this
selling stockholder.
(22)
Jonathan Schechter, Joseph Reda and Andrew Arno are Members and have equal voting and dispositive power over the securities held
for the account of this selling stockholder.
(23)
Stan Rabinovich and Philip Rabinovich are the control persons of SP Capital Partners, LLC and have sole voting and dispositive
power over the securities held for the account of this selling stockholder.
(24)
Ahron Fraiman (Manager), Daniel Rosenblatt (Trader), Ellie Klein (Member) and Yaakov Weiser (Member) have equal voting and dispositive
power over the securities held for the account of this selling stockholder.
(25)
Lee J. Seidler is the Trustee of Lee J. Seidler Revocable Trust dtd 4.12.1990 has sole voting and dispositive power over the securities
held for the account of this selling stockholder.
(26)
Alessandro Russo has sole voting and dispositive power over the securities held for the account of this selling stockholder.
(27)
Alessandro Russo and Simone Zambelli equally share voting and dispositive power over the securities held for the account of this
selling stockholder.
(28)
Alessandro Russo and Katra Armstrong equally share voting and dispositive power over the securities held for the account of this
selling stockholder.
(29)
Alessandro Russo and Simone Zambelli equally share voting and dispositive power over the securities held for the account of this
selling stockholder.
(30)
Represents shares of Common Stock issuable upon exercise of Katalyst Warrants issued to Katalyst or its designee.
(31)
Represents: (i) 154,647 shares of Common Stock issuable upon exercise of Katalyst Warrants, (ii) 40,541 shares of Common Stock
issuable under the exercise of Investor Warrants issued pursuant to the Private Placement, (iii) and 40,541 shares issued pursuant
to the Private Placement.
(32)
Represents: (i) 9,350 shares of Common Stock issuable upon exercise of Katalyst Warrants, (ii) 24,324 shares of Common Stock issuable
under the exercise of Investor Warrants issued pursuant to the Private Placement, (iii) and 24,324 shares issued pursuant to the
Private Placement.
(33)
Represents (i) 106,067 shares of Common Stock issuable upon warrants, (ii) 81,803 shares of Common Stock issuable upon the exercise
of the November HCW Warrants, (iii) 30,979 shares of Common Stock issuable upon the exercise of the August HCW Warrants.
(34)
Consists of 81,803 shares of Common Stock issuable upon the exercise of the November HCW Warrants, and 30,979 shares of Common
Stock issuable upon the exercise of the August HCW Warrants.
(35)
Represents (i) 51,957 shares of Common Stock issuable upon warrants, (ii) 40,184 shares of Common Stock issuable upon the exercise
of the November HCW Warrants, and (iii) 15,218 shares of Common Stock issuable upon the exercise of the August HCW Warrants.
(36)
Consists of 40,184 shares of Common Stock issuable upon the exercise of the November HCW Warrants, and 15,218 shares of Common
Stock issuable upon the exercise of the August HCW Warrants.
(37)
Represents (i) 2,880 shares of Common Stock issuable upon warrants, (ii) 4,306 shares of Common Stock issuable upon the exercise
of the November HCW Warrants, and (iii) 1,631 shares of Common Stock issuable upon the exercise of the August HCW Warrants.
(38)
Consists of 4,306 shares of Common Stock issuable upon the exercise of the November HCW Warrants, and 1,631 shares of Common Stock
issuable upon the exercise of the August HCW Warrants.
(39)
Represents (i) 1,650 shares of Common Stock issuable upon warrants, (ii) 1,276 shares of Common Stock issuable upon the exercise
of the November HCW Warrants, and (iii) 483 shares of Common Stock issuable upon the exercise of the August HCW Warrants.
(40)
Consists of 1,276 shares of Common Stock issuable upon the exercise of the November HCW Warrants, and 483 shares of Common Stock
issuable upon the exercise of the August HCW Warrants.
(41)
Represents (i) 385,583 Shares, (ii) 385,135 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants, (iii)
770,270 shares of Common Stock issuable upon the exercise of the Investor Warrants, and (iv) 2,894 shares of Common Stock issuable
upon a warrant, subject to a 4.99% beneficial ownership blocker.
(42)
Consists of (i) 385,135 Shares, (ii) 385,135 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants, and
(iii) 770,270 shares of Common Stock issuable upon the exercise of the Investor Warrants.
(43)
Represents (i) 2,191,110 Shares, (ii) 135,135 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants, (iii)
270,270 shares of Common Stock issuable upon the exercise of the Investor Warrants and (iv) 4,341 shares of Common Stock issuable
upon a warrant, subject to a 4.99% beneficial ownership blocker.
(44)
Consists of (i) 135,135 Shares, (ii) 135,135 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants, and
(iii) 270,270 shares of Common Stock issuable upon the exercise of the Investor Warrants.
(45)
Represents (i) 364,865 Shares, (ii) 364,865 shares of Common Stock issuable upon the exercise of the Investor Warrants, and (iii)
98 shares of Common Stock issuable upon a warrant, subject to a 4.99% beneficial ownership blocker.
(46)
Consists of (i) 384,865 Shares, and (ii) 384,865 shares of Common Stock issuable upon the exercise of the Investor Warrants.