Filed Pursuant to Rule 424(b)(5)
Registration No. 333-221724
The information in this prospectus
supplement is not complete and may be changed. We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus supplement and the accompanying prospectus are not an offer to
sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to
Completion
Preliminary
Prospectus Supplement dated August 25, 2020
PROSPECTUS SUPPLEMENT
(To prospectus dated December 1, 2017)
Shares
of Common Stock
Warrants to Purchase
up to Shares of Common Stock
$ per
Unit
We are offering shares
of our common stock and warrants to purchase up to shares of our common
stock. The common stock and warrants will be sold in units, with each unit consisting of one share of common stock and a warrant
to purchase 0.75 of a share of common stock at an exercise price of $ per share.
Each unit will be sold at a price of $ . The shares of common stock and warrants
are immediately separable and will be issued separately. We refer to the shares of common stock issued in this offering and the
warrants to purchase common stock issued in this offering, collectively, as the securities. This prospectus supplement also relates
to the offering of the shares of common stock issuable upon exercise of the warrants.
Our common stock trades on the Nasdaq Capital Market under the
symbol “CWBR.” On August 24, 2020, the last sale price of our common stock as reported on the Nasdaq Capital Market
was $1.45 per share. There is no established public trading market for the warrants, and we do not expect a market to develop.
In addition, we do not intend to apply for listing of the warrants on any national securities exchange.
We are an “emerging growth company” as defined in
the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced public company reporting
requirements.
Investing in our securities involves risks that are described
in the “Risk Factors” section beginning on page S-4 of this prospectus supplement and on page 5 of the
accompanying prospectus and in the documents incorporated by reference into this prospectus supplement.
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Per Unit
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Total
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Public offering price
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$
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$
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Underwriting discount(1)
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$
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$
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Proceeds, before expenses, to us
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$
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$
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(1)
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See “Underwriting” beginning on page S-13 of this prospectus supplement for additional information regarding
underwriting compensation.
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We have granted the underwriters an option for a period of 30
days from the date of this prospectus supplement to purchase up to an additional shares
of common stock and/or warrants to purchase up to shares of common
stock (15% of the aggregate number of shares of common stock and/or 15% of the aggregate number of warrants in this offering),
in any combination thereof, at the public offering price per share of common stock and per warrant, less the underwriting discounts
and commissions, solely to cover over-allotments, if any.
The above summary of offering
proceeds to us does not give effect to any exercise of the warrants being issued in this offering.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The securities will be ready for delivery on or about August ,
2020.
Sole Book-Running Manager
Roth
Capital Partners
Co-Managers
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Brookline Capital Markets
a division of Arcadia Securities, LLC
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WBB Securities
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The date of this prospectus supplement is
August , 2020.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the prospectus
supplement, including the documents incorporated by reference herein, which describes the specific terms of this offering and also
adds to and updates the information contained in the accompanying prospectus and the documents incorporated by reference therein.
The second part, the accompanying prospectus, including the documents incorporated by reference therein, provides more general
information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both
parts of this document combined. Before you invest, you should carefully read this prospectus supplement, the accompanying prospectus
and the information incorporated by reference herein and therein, as well as the additional information described in this prospectus
supplement under “Where You Can Find More Information.” This prospectus supplement may add, update or change information
contained in the accompanying prospectus. To the extent that any statement we make in this prospectus supplement is inconsistent
with statements made in the accompanying prospectus or any documents incorporated by reference therein, the statements made in
this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated
by reference therein. However, if any statement in one of these documents is inconsistent with a statement in another document
with a later date that is incorporated by reference herein, the statement in the document having the later date modifies and supersedes
the earlier statement.
Neither we nor the underwriters have authorized anyone to provide
you with any information or to make any representation, other than those contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus or in any free writing prospectus prepared by us or on our behalf or to which we have
referred you. Neither we nor the underwriters take any responsibility for, and provide no assurance as to the reliability of, any
other information that others may give you. You should assume that the information appearing in this prospectus supplement, the
accompanying prospectus, the documents incorporated by reference in this prospectus supplement and the accompanying prospectus,
and any free writing prospectus is accurate only as of the date of those respective documents. Our business, financial condition,
results of operations and prospects may have changed since those dates.
We are offering to sell, and seeking offers to buy, shares of
our common stock and warrants to purchase shares of our common stock only in jurisdictions where offers and sales are permitted.
The distribution of this prospectus supplement and the offering of the common stock and warrants to purchase shares of common stock
in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus
supplement must inform themselves about, and observe any restrictions relating to, the offering of the common stock and warrants
to purchase common stock and the distribution of this prospectus supplement outside the United States. This prospectus supplement
does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities
offered by this prospectus supplement by any person in any jurisdiction in which it is unlawful for such person to make such an
offer or solicitation.
Unless the context indicates otherwise, as used in this prospectus
supplement and the accompanying prospectus, the terms “Company,” “CohBar,” “Registrant,” “we,”
“us” and “our” refer to CohBar, Inc., a Delaware corporation. “CohBar” and all product candidate
names are our common law trademarks. This prospectus supplement, the accompanying prospectus and the information incorporated by
reference herein and therein contains additional trade names, trademarks and service marks of other companies, which are the property
of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks
to imply a relationship with, or endorsement or sponsorship of us by, these other companies.
PROSPECTUS SUMMARY
This summary highlights selected information contained
elsewhere in this prospectus supplement and the accompanying prospectus. It does not contain all of the information you should
consider before making an investment decision. Before you decide to invest in our securities, you should carefully read the entire
prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein and therein, including
the risk factors and the financial statements and related notes included or incorporated by reference herein and therein.
Company Overview
CohBar, Inc. is a clinical stage
biotechnology company and a leader in the research and development of mitochondria based therapeutics, or MBTs, an emerging class
of drugs with the potential to treat a wide range of chronic and age-related diseases, including non-alcoholic steatohepatitis,
or NASH, obesity, cancer, fibrotic diseases including idiopathic pulmonary fibrosis, or IPF, acute respiratory distress syndrome,
or ARDS, including COVID-19 associated ARDS, type 2 diabetes mellitus, or T2D, and cardiovascular and neurodegenerative diseases.
MBTs originate from almost two
decades of research by our founders, resulting in their discovery of a novel group of mitochondrial-derived peptides, or MDPs encoded
within the mitochondrial genome. Some of these naturally occurring MDPs and their analogs have demonstrated a range of biological
activity and therapeutic potential in research models across multiple diseases associated with aging.
Our efforts have resulted in
the identification of more than 100 previously unidentified peptides encoded within the mitochondrial genome and generated over
1,000 analogs. Many of these MDPs and their analogs have demonstrated various degrees of biological activity in cell based and/or
animal models relevant to a wide range of diseases, such as NASH, obesity, cancer, fibrotic diseases including IPF, T2D and cardiovascular
and neurodegenerative diseases.
The following are our future
plans and expectations with respect to the advancement of our programs which are subject to, among other risks, our receipt of
positive clinical and preclinical results and sufficient project funding. In developing our CB4211 candidate for NASH and obesity,
we plan to complete pre-phase 2 work in 2021, and initiate a phase 2 study in 2022. In developing our antifibrosis peptides for
IPF and fibrotic diseases program, we expect to select a preclinical candidate by the end of 2020, and complete pre-IND enabling
activities and initiate a phase 1 study in 2021, with the goal of initiating a phase 2 study in 2022. In advancing our apelin agonists
for COVID-19 ARDS and ARDS program, we expect to nominate a clinical candidate and begin pre-IND work in 2021, with the goal of
initiating a phase 1 study in 2022 and a phase 2 study in 2023. In advancing our CXCR4 inhibitors for our cancer and orphan diseases
program, we expect to nominate a clinical candidate and begin pre-IND work in 2021, with the goal of initiating a phase 1 study
in 2022 and a phase 2 study in 2023.
Recent Developments
In August 2020, we entered into
amendments, or Amendments, with certain holders of our 8% Unsecured Promissory Notes, as amended, or the 2018 Notes, and Nontransferable
Common Stock Purchase Warrants, as amended, or the 2018 Warrants. Pursuant to the Amendments, the maturity date of the applicable
2018 Notes was extended from June 30, 2021 to June 30, 2022 and the expiration date of the applicable 2018 Warrants was extended
from March 29, 2022 to March 29, 2026. The exercise price of the 2018 Warrants was adjusted from $5.30 per share to $2.00 per share.
The terms of the applicable 2018 Notes were also amended to require that the holders of such 2018 Notes participate in a future
private offering of our securities, or Private Offering, upon terms substantially similar to those offered to investors in a future
primary offering of our securities. All principal and interest outstanding under the applicable 2018 Notes will convert into our
securities in the Private Offering, subject to legal and regulatory limitations. We also granted an additional warrant to purchase
a half share of our common stock per dollar of each participating 2018 Note holder’s principal amount of the 2018 Notes with
an exercise price of $2.00 per share and an expiration date of March 29, 2026, or the New Warrants. The New Warrants will be exercisable
beginning on the six-month anniversary of the date of issuance, and we granted to the participating 2018 Note holders certain registration
rights with respect to our securities issued in the Private Offering and the shares of common stock underlying the New Warrants.
On August 24, 2020, we announced
that we had dosed the first subjects with CB4211 in the Phase 1b stage of our Phase 1a/1b
clinical trial for NASH and obesity.
Corporate Information
Our Company was formed as a
Delaware limited liability company on October 19, 2007. We converted to a Delaware corporation under the provisions of the Delaware
Limited Liability Company Act and the Delaware General Corporation Law on September 16, 2009. Our principal executive offices are
located at 1455 Adams Dr., Suite 2050, Menlo Park, CA 94025. Our telephone number is (650) 446-7888. We maintain a website at www.cohbar.com.
The information contained on, connected to or that can be accessed via our website is not a part of, and is not incorporated into,
this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only. We have no subsidiaries.
The information contained on, or that can be accessed through, our website is not part of this prospectus supplement, and you should
not consider information on our website to be part of this prospectus supplement.
We are an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and take advantage of certain exemptions from various
public company reporting requirements. We will cease being an emerging growth company on
December 31, 2020. We are also a smaller reporting company as defined in the Exchange Act. We may take advantage
of certain of the scaled disclosures available to smaller reporting companies for so long as our voting and non-voting common stock
held by non-affiliates is less than $250.0 million measured on the last on the last business day of our second fiscal quarter,
or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and nonvoting common
stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.
The Offering
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Securities Offered by Us
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units, with each unit consisting of one share of common stock and one warrant to purchase 0.75 of a share of common stock at an
initial exercise price of $ per share. Each warrant will be exercisable immediately
upon issuance and will expire five years after the date of issuance. This prospectus supplement also relates to the offering of
the shares of common stock issuable upon exercise, if any, of the warrants. There
is no established public trading market for the warrants being offered in this offering, and we do not expect a market to develop.
In addition, we do not intend to apply for listing the warrants on any securities exchange. Without an active market, the liquidity
of the warrants will be limited. For additional information regarding the warrants, see “Description of
Securities We are Offering — Warrants” below.
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Common Stock to be Outstanding After This Offering
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shares.
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Option to Purchase Additional Shares and Warrants
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We have granted the underwriters an option for a period of 30 days to purchase up to additional shares of common stock and/or warrants to purchase up to shares of common stock (15% of the aggregate number of shares of common stock and/or 15% of the aggregate number of warrants in this offering).
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Use of Proceeds
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We estimate that the net proceeds of this offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses, will be approximately $ million or $ million if the underwriters’ option to purchase additional shares and/or warrants is exercised in full. We intend to use the net proceeds of this offering, together with our existing cash resources, for general corporate purposes, which may include funding preclinical and clinical development of our peptides, increasing our working capital, operating expenses and capital expenditures. See “Use of Proceeds.”
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Risk Factors
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Investing in our securities involves significant risks. See “Risk Factors,” beginning on page S-4 as well as the other information included in or incorporated by reference in this prospectus supplement and the accompanying prospectus, for a discussion of risks you should carefully consider before investing in our securities.
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Nasdaq Capital Market Symbol
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“CWBR”
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The number of shares of our common stock to be outstanding
immediately after this offering as shown above is based on 45,645,326 shares of common stock outstanding as of June 30, 2020 and
excludes the following:
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7,447,974 shares of common stock issuable upon exercise of options outstanding as of June 30, 2020, with a weighted average
exercise price of $2.06 per share;
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4,887,223 shares of common stock issuable upon exercise of warrants outstanding as of June 30, 2020 at a weighted average exercise
price of $2.40 per share;
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4,992,025 shares of common stock reserved and available for future issuance under our Amended and Restated 2011 Equity Incentive
Plan as of June 30, 2020;
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500,000 shares of common stock reserved and available for future issuance under our Employee Stock Purchase Plan as of June
30, 2020;
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any shares to be issued following this offering to the 2018 Note holders in connection with the conversion of the 2018 Notes
in the Private Offering; and
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up to shares of our common stock issuable upon the exercise
of warrants to be issued in this offering, at an exercise price of $ per share.
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Except as otherwise indicated, all information in this prospectus
supplement assumes no exercise of outstanding options and no exercise of the underwriters’ option to purchase additional
securities.
RISK FACTORS
An investment in our securities involves a high degree of
risk. Prior to making a decision about investing in our securities, you should carefully consider the risk factors described below
together with all of the risks, uncertainties and assumptions discussed under Part II, Item 1A, “Risk Factors,” in
our Quarterly Report on Form 10-Q for the period ended June 30, 2020, which is incorporated herein by reference, and may be amended,
supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission, or SEC, in the
future. If any of the risks incorporated by reference or set forth below occurs, our business, operations and financial condition
could suffer significantly. As a result, you could lose some or all of your investment in our securities. The risks and uncertainties
we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently
deem immaterial may also affect our business, operations and financial condition, or cause the value of our common stock to decline.
Risks Related to this Offering
We have broad discretion in the use of the net proceeds
from this offering and may not use them effectively.
Our management has broad discretion in the application of the
net proceeds from this offering, and you will not have the opportunity as part of your investment decision to assess whether the
net proceeds are being used appropriately. Our management could spend the net proceeds from this offering in ways that do not improve
our results of operations or enhance the value of our common stock. The failure by our management to apply these funds effectively
could result in financial losses that could have a material adverse effect on our business and cause the price of our common stock
to decline. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that
loses value.
If you purchase units in this offering you will experience
immediate and substantial dilution in your investment. You will experience further dilution if we issue additional equity securities
in the future.
Since the price per unit being offered is higher than the net
tangible book value per share of our common stock, you will suffer dilution with respect to the net tangible book value of the
shares of common stock you purchase in this offering. Based on a public offering price of $
per unit and our net tangible book value as of June 30, 2020, if you purchase shares of common stock and warrants to purchase common
stock in this offering, you will suffer immediate dilution of $ per share with
respect to the net tangible book value of the common stock. Additionally, you will experience further dilution upon the conversion
of the 2018 Notes in connection with the Private Offering following this offering. Furthermore, if outstanding options or warrants,
or any warrants to be issued pursuant to this offering, are exercised, you could experience further dilution. See “Dilution”
for a more detailed discussion of the dilution you will incur if you purchase securities in this offering.
Future sales and issuances of our common stock or rights
to purchase common stock, including pursuant to our equity incentive plans, could result in additional dilution of the percentage
ownership of our stockholders and could cause our stock price to fall.
We expect that significant additional capital will be needed
in the future to continue our planned operations. To raise capital, we may sell substantial amounts of common stock or securities
convertible into or exchangeable for common stock. These future issuances of common stock or common stock-related securities, including
the exercise of outstanding options and any additional shares issued in connection with acquisitions, if any, may result in material
dilution to our stockholders. New investors could also gain rights, preferences and privileges senior to those of holders of our
common stock. We may raise money through additional public or private offerings of our equity securities or equity-linked securities.
For example, in May 2020, we entered into an “at-the-market” program with Virtu Americas LLC pursuant to which we may
sell shares of our common stock from time to time, subject to certain conditions. Any sales of our equity or equity-linked securities
could have a material adverse effect on the market price of our common stock.
In connection with this offering, we, our directors and executive
officers have entered into lock-up agreements for a period of 90 days following this offering. The lock-up agreements are subject
to various exceptions, and we and our directors and executive officers may be released from the lock-up agreements prior to the
expiration of the lock-up period at the sole discretion of the representative. See “Underwriting.” Upon expiration
or earlier release of the lock-up agreements, we and our directors and executive officers may sell shares into the market, which
could adversely affect the market price of shares of our common stock.
Pursuant to our Amended and Restated 2011 Equity Incentive Plan,
or the Plan, our compensation committee is authorized to grant equity-based incentive awards to our directors, executive officers
and other employees and service providers, including officers, employees and service providers of our subsidiaries and affiliates.
Future option grants and issuances of common stock under the Plan may have an adverse effect on the market price of our common
stock.
The warrants to purchase common stock in this offering
may not have any value.
The warrants being offered in this offering
will be exercisable for five years from the closing date at an exercise price of $ per
share. In the event that the price of a share of our common stock does not exceed the exercise price of the warrants during the
period when the warrants are exercisable, the warrants may not have any value.
The warrants to purchase common stock in this offering
do not entitle the holder to any rights as common stockholders until the holder exercises the warrant for shares of our common
stock.
Until you acquire shares of our common stock upon exercise of
your warrants purchased in this offering, such warrants will not provide you any rights as a common stockholder, except as set
forth in the warrants. Upon exercise of your warrants purchased in this offering, you will be entitled to exercise the rights of
a common stockholder only as to matters for which the record date occurs on or after the exercise date.
There is no public market for the warrants to purchase
common stock in this offering.
There is no established public trading market for the warrants
being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply for listing the
warrants on any national securities exchange or other trading market. Without an active market, the liquidity of the warrants will
be limited.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and
documents incorporated by reference herein and therein contain “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of risks and uncertainties.
We caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ
materially from those contained in the forward-looking statement. These statements are based on current expectations of future
events.
Such statements include, but are not limited to, statements
regarding expectations and intentions, costs and expenses, outcome of contingencies, financial condition, results of operations,
liquidity, cost savings, objectives of management, debt financing, our future results of operations and financial position, business
strategies, market size, potential growth opportunities, clinical development activities, efficacy and safety profile of our product
candidates, timing and results of our nonclinical studies and clinical trials, the receipt and timing of potential regulatory designations,
our ability to maintain and recognize the benefits of certain designations received by product candidates, the achievement of clinical
and commercial milestones, the advancement of our technologies and our proprietary product candidates, the successful achievement
of the goals of our collaborations, the advancement of the product candidates that are the subjects of these collaborations, the
approvals and commercialization of product candidates and other statements that are not historical facts. You can find many of
these statements by looking for words like “believes,” “expects,” “anticipates,” “estimates,”
“may,” “might,” “should,” “will,” “could,” “plan,” “intend,”
“project,” “seek” or similar expressions in this prospectus supplement, the accompanying prospectus, in
the documents incorporated herein and therein by reference or any free writing prospectus. We intend that such forward-looking
statements be subject to the safe harbors created thereby.
These forward-looking statements are based on the current beliefs
and expectations of our management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate
or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections.
Factors that might cause such a difference include those discussed in Part II, Item 1A, “Risk Factors,” in our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2020, as well as those discussed in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference herein and therein and any free writing prospectus. You are cautioned not
to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus or, in the case
of documents referred to or incorporated by reference, the date of those documents.
All subsequent written or oral forward-looking statements attributable
to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred
to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to
reflect events or circumstances after the date of this prospectus supplement or to reflect the occurrence of unanticipated events,
except as may be required under applicable U.S. securities laws. If we do update one or more forward-looking statements, no inference
should be drawn that we will make additional updates with respect to those or other forward-looking statements.
USE OF PROCEEDS
We estimate that the net proceeds of this offering, after deducting
estimated underwriting discounts and commissions and estimated offering expenses, will be approximately $ million
or $ million if the underwriters’ option to purchase additional shares and/or
warrants is exercised in full.
We intend to use the net proceeds of this offering, together
with our existing cash resources, for general corporate purposes, which may include funding preclinical and clinical development
of our peptides, increasing our working capital, operating expenses and capital expenditures.
Our expected use of proceeds from this offering represents our
current intentions based on our present plans and business condition. As of the date of this prospectus supplement, we cannot predict
with certainty all of the particular uses for the proceeds to be received upon the completion of this offering or the amounts that
we will actually spend on the uses set forth above. We may also use a portion of the proceeds to license, acquire or invest in
complementary businesses, technology, products or assets, however we have no current commitments to do so. As a result, our management
will have broad discretion over the use of the proceeds from this offering.
Based on our current business plans, we believe that the net
proceeds from this offering, together with our existing cash and cash equivalents will be sufficient to fund our planned operations
into the fourth quarter of 2021.The amounts and timing of our actual expenditures will depend on numerous factors, including the
pace and results of our research and development efforts, the timing and success of our preclinical and clinical trials, the timing
and costs associated with the manufacture and supply of product candidates, the timing of regulatory submissions, any unforeseen
cash needs and other factors described under “Risk Factors” in this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference herein and therein.
Pending these uses, we intend to invest the net proceeds in
short-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or guaranteed obligations of the
U.S. government.
DIVIDEND POLICY
We have never declared or paid cash dividends on our capital
stock. We currently intend to retain any future earnings for use in the operation of our business and do not intend to declare
or pay any cash dividends in the foreseeable future. Any further determination to pay dividends on our capital stock will be at
the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations,
capital requirements, restrictions in the agreements governing any indebtedness we may enter into, general business conditions
and other factors that our board of directors considers relevant.
DILUTION
If you invest in our securities, your interest will be diluted
to the extent of the difference between the public offering price per unit and the as adjusted net tangible book value per share
of our common stock immediately after this offering.
Our net tangible book value as of June 30, 2020 was approximately
$7.7 million, or $0.17 per share. Net tangible book value per share is determined by dividing our total tangible assets, less total
liabilities, by the number of shares of our common stock outstanding as of June 30, 2020. Dilution with respect to net tangible
book value per share represents the difference between the amount per unit paid by purchasers in this offering and the net tangible
book value per share of our common stock immediately after this offering.
After giving effect to the sale of units offered by this prospectus
supplement at the public offering price of $ per unit and after deducting underwriting
discounts and commissions and estimated offering expenses, our as adjusted net tangible book value as of June 30, 2020 would have
been approximately $ million, or $ per share. This represents
an immediate increase in net tangible book value of $ per share to existing stockholders and
immediate dilution of $ per share to purchasers of our units in this offering at the public
offering price. The following table illustrates this dilution on a per share basis:
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Public offering price per unit
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$
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Net tangible book value per share as of June 30, 2020
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$
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0.17
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Increase in net tangible book value per share attributable to investors purchasing our units in this offering
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As adjusted net tangible book value per share after this offering
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Dilution per share to investors purchasing our units in this offering
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$
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If the underwriters exercise their option to purchase additional
shares and/or warrants in full, the as adjusted net tangible book value per share of our common stock after giving effect to the
offering would be $ per share, and the dilution of
the net tangible book value per share to investors purchasing units in this offering would be $
per share.
The number of shares of our common stock to be outstanding immediately
after this offering as shown above is based on 45,645,326 shares of common stock outstanding as of June 30, 2020 and excludes the
following:
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7,447,974 shares of common stock issuable upon exercise of options outstanding as of June 30, 2020, with a weighted average
exercise price of $2.06 per share;
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4,887,223 shares of common stock issuable upon exercise of warrants outstanding as of June 30, 2020 at a weighted average exercise
price of $2.40 per share;
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4,992,025 shares of common stock reserved and available for future issuance under our Amended and Restated 2011 Equity Incentive
Plan as of June 30, 2020;
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500,000 shares of common stock reserved and available for future issuance under our Employee Stock Purchase Plan as of June
30, 2020;
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any shares to be issued following this offering to the 2018 Note holders in connection with the conversion of the 2018 Notes
in the Private Offering; and
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up to shares of our common stock issuable upon exercise of warrants
to be issued in this offering, at an exercise price of $ per share.
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To the extent that outstanding options have been or may be exercised,
warrants offered in this offering are exercised or other shares are issued, investors purchasing our units in this offering may
experience further dilution. In addition, we may choose to issue additional common stock, or securities convertible into or exchangeable
for common stock, in the future. The issuance of these securities could result in further dilution for investors purchasing our
units in this offering.
DESCRIPTION OF SECURITIES WE ARE OFFERING
We are offering
units. Each unit consists of one share of common stock and one warrant to purchase 0.75 of a share of common stock at an exercise
price of $ per share. Each warrant will be exercisable for five years from the closing date
of the offering. The shares of common stock and warrants are immediately separable and will be issued separately. This prospectus
supplement also relates to the offering of shares of our common stock upon exercise, if any, of the warrants.
Common Stock
The material terms and provisions of our common stock are described
under the caption “Description of Common Stock” starting on page 6 of the accompanying prospectus.
Warrants
The material terms and provisions of
the warrants being offered pursuant to this prospectus are summarized below. This summary of some provisions of the warrants is
not complete. For the complete terms of the warrants, you should refer to the form of warrant filed as an exhibit to the registration
statement of which this prospectus forms a part. Pursuant to a warrant agency agreement between us and AST Trust Company (Canada),
as warrant agent, the warrants will be issued in book-entry form and shall initially be represented only by one or more global
warrants deposited with the warrant agent, as custodian, on behalf of The Depository Trust Company, or DTC, and registered in the
name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.
Each unit includes
a warrant to purchase 0.75 of a share of our common stock at a price equal to $ per share at any time for up to five years
after the date of the closing of this offering. The warrants issued in this offering will be governed by the terms of a global
warrant held in book-entry form. The holder of a warrant will not be deemed a holder of our underlying common stock until the warrant
is exercised.
Subject to certain
limitations as described below the warrants are immediately exercisable upon issuance on the closing date and expire on the five-year
anniversary of the closing date. Subject to limited exceptions, a holder of warrants will not have the right to exercise any portion
of its warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such
holder or any of such holder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99% (or,
at the election of the purchaser prior to the date of issuance, 9.99%) of the shares of our Common Stock then outstanding after
giving effect to such exercise.
The exercise price and the number of
shares issuable upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock
dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common stock. The
warrant holders must pay the exercise price in cash upon exercise of the warrants, unless such warrant holders are utilizing the
cashless exercise provision of the warrants. On the expiration date, unexercised warrants will automatically be exercised via the
“cashless” exercise provision.
In addition, in the event we consummate
a merger or consolidation with or into another person or other reorganization event in which our common shares are converted or
exchanged for securities, cash or other property, or we sell, lease, license, assign, transfer, convey or otherwise dispose of
all or substantially all of our assets or we or another person acquire 50% or more of our outstanding shares of common stock, then
following such event, the holders of the warrants will be entitled to receive upon exercise of such warrants the same kind and
amount of securities, cash or property which the holders would have received had they exercised their warrants immediately prior
to such fundamental transaction. Any successor to us or surviving entity shall assume the obligations under the warrants. Additionally,
as more fully described in the warrants, in the event of certain fundamental transactions, the holders of the warrants will be
entitled to receive consideration in an amount equal to the Black Scholes value of the warrants on the date of consummation of
such transaction.
Upon the holder’s exercise of
a warrant, we will issue the shares of common stock issuable upon exercise of the warrant within two trading days following our
receipt of a notice of exercise, provided that payment of the exercise price has been made (unless exercised via the “cashless”
exercise provision). Prior to the exercise of any warrants to purchase common stock, holders of the warrants will not have any
of the rights of holders of the common stock purchasable upon exercise, including the right to vote, except as set forth therein.
Warrant holders may exercise warrants
only if the issuance of the shares of common stock upon exercise of the warrants is covered by an effective registration statement,
or an exemption from registration is available under the Securities Act and the securities laws of the state in which the holder
resides. We intend to use commercially reasonable efforts to have the registration statement, of which this prospectus forms a
part, effective when the warrants are exercised. The warrant holders must pay the exercise price in cash upon exercise of the warrants
unless there is not an effective registration statement or, if required, there is not an effective state law registration or exemption
covering the issuance of the shares underlying the warrants (in which case, the warrants may only be exercised via a “cashless”
exercise provision).
We do not intend to apply for listing
of the warrants on any securities exchange or other trading system.
Outstanding Warrants
Prior to this offering,
as of June 30, 2020, we had outstanding warrants to purchase 4,887,223 shares of common stock at a weighted average exercise price
of $2.40 per share.
Certain Effects of Authorized but
Unissued Stock
We have shares of common stock and
preferred stock available for future issuance without stockholder approval. We may issue these additional shares for a variety
of corporate purposes, including future public or private offerings to raise additional capital or to facilitate corporate acquisitions
or for payment as a dividend on our capital stock. The existence of unissued and unreserved preferred stock may enable our board
of directors to issue shares of preferred stock with terms that could render more difficult or discourage a third-party attempt
to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our
management. In addition, if we issue additional preferred stock, the issuance could adversely affect the voting power of holders
of common stock and the likelihood that holders of common stock will receive dividend payments or payments upon liquidation.
Anti-Takeover Provisions
The provisions of Delaware General Corporation Law, or DGCL,
our restated certificate of incorporation and our restated bylaws, could have the effect of delaying, deferring or discouraging
another person from acquiring control of our company. These provisions, which are summarized below, may have the effect of discouraging
takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our
board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly
or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals
could result in an improvement of their terms.
Delaware Law
We are subject to the provisions of Section 203 of the DGCL
regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business
combination” with an “interested stockholder” for a period of three years following the date on which the person
became an interested stockholder unless:
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prior to the date of the transaction, the board of directors of the corporation approved either the business combination or
the transaction which resulted in the stockholder becoming an interested stockholder;
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the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction
commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the
interested stockholder, (i) shares owned by persons who are directors and also officers and (ii) shares owned by employee stock
plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer; or
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at or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation
and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least
66.67% of the outstanding voting stock that is not owned by the interested stockholder.
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Generally, a business combination includes a merger, asset or
stock sale, or other transaction or series of transactions together resulting in a financial benefit to the interested stockholder.
An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination
of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence
of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance.
We also anticipate that Section 203 may also discourage attempts that might result in a premium over the market price for the shares
of common stock held by stockholders.
Restated Certificate of Incorporation and Restated Bylaw
Provisions
Our restated certificate of incorporation and our restated bylaws
include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our company, including
the following:
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Board of Directors vacancies. Our restated certificate of incorporation and restated bylaws authorize only our board of directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board of directors is permitted to be set only by a resolution adopted by a majority vote of our entire board of directors. These provisions prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management.
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Stockholder action. Our restated certificate of incorporation provides that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders. As a result, a holder controlling a majority of our capital stock would not be able to amend our restated bylaws or remove directors without holding a meeting of our stockholders called in accordance with our restated bylaws.
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Advance notice requirements for stockholder proposals and director nominations. Our restated bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our restated bylaws also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
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No cumulative voting. The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our restated certificate of incorporation and restated bylaws do not provide for cumulative voting.
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Issuance of undesignated preferred stock. Our board of directors has the authority, without further action by the stockholders, to issue up to 5,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to discourage an attempt to obtain control of us by merger, tender offer, proxy contest or other means.
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Choice of forum. Our restated certificate of incorporation provides that, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our restated certificate of incorporation or our restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. The provision does not apply to suits brought to enforce a duty or liability created by the Exchange Act.
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UNDERWRITING
We have entered into an underwriting agreement,
dated , 2020, with Roth Capital
Partners, LLC, who we refer to as the representative of the underwriters set forth in the table below, with respect to the units
subject to this offering. Subject to certain conditions, we have agreed to sell to the underwriters, and the underwriters have
agreed to purchase, the number of units provided below.
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Underwriter
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Number of Units
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Roth Capital Partners, LLC
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Brookline Capital Markets, a division of Arcadia Securities, LLC
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WBB Securities LLC
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Total
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The underwriters are offering the units
subject to their acceptance of the units from us and subject to prior sale. The underwriting agreement provides that the obligation
of the underwriters to pay for and accept delivery of the units offered by this prospectus supplement is subject to the approval
of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all
of the units if any such shares are taken. There is no market through which warrants may be sold and purchasers may not be able
to resell the warrants purchased in this offering.
Over-Allotment Option
We have granted the underwriters an option,
exercisable for 30 days from the date of this prospectus supplement, to purchase up to an aggregate of
additional shares and/or additional warrants to purchase up to shares
of common stock, in any combination thereof, to cover over-allotments, if any, at the public offering price set forth on the cover
page of this prospectus, less the underwriting discount. The underwriters may exercise this option solely for the purpose of covering
over-allotments, if any, made in connection with the offering of the units offered by this prospectus supplement. If the underwriters
exercise their option, the underwriters will be obligated, subject to certain conditions, to purchase the number of additional
shares of common stock and/or warrants for which the option has been exercised.
Discount, Commissions and Expenses
The underwriters have advised us that they
propose to offer the units to the public at the public offering price set forth on the cover page of this prospectus supplement
and to certain dealers at that price less a concession not in excess of $ per unit.
The underwriters may allow, and certain dealers may reallow, a discount from the concession not in excess of $ per
unit to certain brokers and dealers. After this offering, the public offering price, concession and reallowance to dealers may
be changed by the underwriters. No such change will change the amount of proceeds to be received by us as set forth on the cover
page of this prospectus supplement. The units are offered by the underwriters as stated herein, subject to receipt and acceptance
by them and subject to their right to reject any order in whole or in part. The underwriters have informed us that they do not
intend to confirm sales to any accounts over which they exercise discretionary authority.
The following table
shows the underwriting discounts payable to the underwriters by us in connection with this offering. Such amounts are shown assuming
both no exercise and full exercise of the underwriters’ over-allotment option to purchase additional shares and/or warrants.
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Per unit
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Total Without Exercise of Over-Allotment Option
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Total With Exercise of Over-Allotment Option
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Public offering price
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$
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$
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$
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Underwriting discount (7%)
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$
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$
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$
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We have agreed to reimburse the representative
of the underwriters for certain out-of-pocket expenses, including the fees and disbursements of its counsel, up to an aggregate
of $75,000. We estimate that the total expenses payable by us in connection with this offering, other than the underwriting discounts
referred to above, will be approximately $260,000.
Indemnification
We have agreed to indemnify the underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or the Securities Act, and liabilities
arising from breaches of representations and warranties contained in the underwriting agreement, or to contribute to payments that
the underwriters may be required to make in respect of those liabilities.
Lock-Up Agreements
We, our officers, directors and certain
of our stockholders have agreed to, subject to limited exceptions, for a period of 90 days after the date of the underwriting agreement,
not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly
or indirectly any shares of common stock or any securities convertible into or exchangeable for our common stock either owned as
of the date of the underwriting agreement or thereafter acquired without the prior written consent of the representative of the
underwriters. The representative of the underwriters may, in its sole discretion and at any time or from time to time before the
termination of the lock-up period, without notice, release all or any portion of the securities subject to lock-up agreements.
Price Stabilization, Short Positions
and Penalty Bids
In connection with the offering the underwriters
may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance
with Regulation M under the Exchange Act:
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Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified
maximum.
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Over-allotment involves sales by the underwriter of shares and/or warrants in excess of the number of shares and/or warrants
the underwriter is obligated to purchase, which creates a short position. The short position may be either a covered short position
or a naked short position. In a covered short position, the number of shares and/or warrants over-allotted by the underwriter is
not greater than the number of shares and/or warrants that it may purchase in the over-allotment option. In a naked short position,
the number of shares and/or warrants involved is greater than the number of shares and/or warrants in the over-allotment option.
The underwriter may close out any covered short position by either exercising its over-allotment option and/or purchasing shares
in the open market.
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Syndicate covering transactions involve purchases of shares of the common stock in the open market after the distribution has
been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position,
the underwriter will consider, among other things, the price of shares available for purchase in the open market as compared to
the price at which it may purchase shares through the over-allotment option. If the underwriter sells more shares than could be
covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open
market. A naked short position is more likely to be created if the underwriter is concerned that there could be downward pressure
on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
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Penalty bids permit a syndicate representative to reclaim a selling concession from a syndicate member when the common stock
originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short
positions.
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These stabilizing transactions, syndicate
covering transactions and penalty bids, to the extent applicable, may have the effect of raising or maintaining the market price
of our common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of our
securities may be higher than the price that might otherwise exist in the open market. Neither we nor the underwriters make any
representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the
price of our common stock. In addition, neither we nor the underwriters make any representations that the underwriters will engage
in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.
Nasdaq Listing
Our shares of common stock are listed on
The Nasdaq Capital Market under the symbol “CWBR.” We do not intend to list the
warrants on The Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system.
Right of First Refusal
We have granted the representative of the
underwriters a right of first refusal to act as a book runner or placement agent in any financing conducted by us during the six
months following the completion of this offering.
LEGAL MATTERS
The validity of the securities offered hereby and certain legal
matters in connection with this offering will be passed upon by Fenwick & West LLP, Seattle, Washington. Certain legal matters
with respect to the securities offered hereby will be passed upon for the underwriters by Ellenoff Grossman & Schole LLP, New
York, New York.
EXPERTS
Marcum LLP, independent registered public accounting firm, has
audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019,
as set forth in their report, which is incorporated by reference in this prospectus supplement and elsewhere in the registration
statement. Our financial statements are incorporated by reference in reliance on Marcum LLP’s report, given on their authority
as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form
S-3 under the Securities Act with respect to the securities offered hereby. This prospectus supplement, which constitutes a part
of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits
filed therewith. For further information about us and the securities offered hereby, reference is made to the accompanying prospectus
and registration statement of which it is a part and the exhibits filed therewith. Statements contained in this prospectus supplement
regarding the contents of any contract or any other document that is filed as an exhibit to the accompanying prospectus and the
registration statement of which it is a part are not necessarily complete, and in each instance we refer you to the copy of such
contract or other document filed as an exhibit to the registration statement or the exhibits to the reports or other documents
incorporated by reference in this prospectus for a copy of such contract or other document.
We are subject to the informational requirements of the Exchange
Act and are required to file annual, quarterly and other reports, proxy statements and other information with the SEC. The SEC
maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and various other information
about us. You may also inspect the documents described herein at our principal executive offices, 1455 Adams Dr., Suite 2050, Menlo
Park, CA 94025, during normal business hours.
Information about us is also available at our website at www.cohbar.com.
However, the information on our website is not a part of this prospectus supplement and is not incorporated by reference into this
prospectus supplement.
INCORPORATION OF INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference”
information that we file with the SEC, which means that we can disclose important information to you by referring you to those
other documents. The information incorporated by reference is an important part of this prospectus supplement and the accompanying
prospectus, and information we file later with the SEC will automatically update and supersede this information. A Current Report
(or portion thereof) furnished, but not filed, on Form 8-K shall not be incorporated by reference into this prospectus supplement
and the accompanying prospectus. We incorporate by reference the documents listed below and any future filings we make with the
SEC under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination of any offering of securities made by
this prospectus supplement and accompanying prospectus:
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 12, 2020;
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Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, filed with the SEC on May 14, 2020, and June 30, 2020,
filed with the SEC on August 13, 2020;
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our Definitive Proxy Statement on Schedule 14A for our 2020 annual meeting of stockholders
filed with the SEC on April 29, 2020;
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the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on December 13,
2017 under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description;
and
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filings we make with the SEC pursuant to the Exchange Act after the date of the initial registration statement, of which this
prospectus is a part, and prior to the effectiveness of the registration statement.
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We will furnish without charge to you, on written or oral request,
a copy of any or all of such documents that has been incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into the documents that this prospectus supplement and accompanying prospectus
incorporate). Written or oral requests for copies should be directed to CohBar, Inc., Attn: Corporate Secretary, 1455 Adams Drive,
Suite 2050, Menlo Park, California 94025, and our telephone number is (650) 446-7888. See the section of this prospectus supplement
entitled “Where You Can Find More Information” for information concerning how to read and obtain copies of materials
that we file with the SEC at the SEC’s public offices.
Any statement contained in this prospectus supplement, or in
a document all or a portion of which is incorporated by reference, shall be modified or superseded for purposes of this prospectus
supplement to the extent that a statement contained in this prospectus supplement or any document incorporated by reference modifies
or supersedes such statement. Any such statement so modified or superseded shall not, except as so modified or superseded, constitute
a part of this prospectus supplement and accompanying prospectus.
PROSPECTUS
COHBAR,
INC.
$100,000,000
Common
Stock
Preferred
Stock
Warrants
Units
We
may offer from time to time shares of our common stock, par value $0.001 (“Common Stock”), preferred stock, warrants,
and units that include any of these securities. The aggregate initial offering price of the securities sold under this prospectus
will not exceed $100,000,000. We will offer the securities in amounts, at prices and on terms to be determined at the time of
the offering.
Shares
of our common stock are quoted on the TSX Venture Exchange (TSX-V) under the symbol “COB.U” and on the OTCQX marketplace
operated by OTC Markets Group, Inc. under the symbol “CWBR.” On November 21, 2017, the closing prices for our common
stock on the TSX-V and OTCQX were $4.80 and $4.75 per share, respectively.
Each
time we sell securities hereunder, we will attach a supplement to this prospectus that contains specific information about the
terms of the offering, including the price at which we are offering the securities to the public. The prospectus supplement may
also add, update or change information contained or incorporated in this prospectus. You should read this prospectus and the applicable
prospectus supplement carefully before you invest in our securities.
The
securities hereunder may be offered directly by us, through agents designated from time to time by us or to or through underwriters
or dealers. If any agents, dealers or underwriters are involved in the sale of any securities, their names, and any applicable
purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the
information set forth, in the applicable prospectus supplement. See the section entitled “About This Prospectus” for
more information.
Investing
in our securities involves certain risks. See “Risk Factors” beginning on page 5 of this prospectus. In addition,
see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, which has been filed
with the Securities and Exchange Commission and is incorporated by reference into this prospectus. You should carefully read and
consider these risk factors before you invest in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is December 1, 2017.
TABLE
OF CONTENTS
The
distribution of this prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe
any of these restrictions. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities
offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then
the offer presented in this prospectus does not extend to you.
This
prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide
a prospectus supplement that will contain specific information about the terms of the offering and the offered securities. This
prospectus, together with applicable prospectus supplements, any information incorporated by reference, and any related free writing
prospectuses we file with the Securities and Exchange Commission (the “SEC”), includes all material information relating
to these offerings and securities. We may also add, update or change in the prospectus supplement any of the information contained
in this prospectus or in the documents that we have incorporated by reference into this prospectus, including without limitation,
a discussion of any risk factors or other special considerations that apply to these offerings or securities or the specific plan
of distribution.
We
have not authorized anyone to give any information or make any representation about us that is different from, or in addition
to, that contained in this prospectus, including in any of the materials that we have incorporated by reference into this prospectus,
any accompanying prospectus supplement, and any free writing prospectus prepared or authorized by us. Therefore, if anyone does
give you information of this sort, you should not rely on it as authorized by us. You should rely only on the information contained
or incorporated by reference in this prospectus and any accompanying prospectus supplement.
You
should not assume that the information contained in this prospectus and any accompanying supplement to this prospectus is accurate
on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference
is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying
supplement to this prospectus is delivered or securities are sold on a later date. Neither the delivery of this prospectus, nor
any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since
the date hereof or that the information incorporated by reference herein is correct as of any time subsequent to the date of such
information.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or the SEC, using a “shelf”
registration process. Under this shelf registration process, we may, from time to time, offer and sell any combination of the
securities described in this prospectus in one or more offerings. The aggregate initial offering price of all securities sold
under this prospectus will not exceed $100,000,000.
This
prospectus provides certain general information about the securities that we may offer hereunder. Each time we sell securities,
we will provide a prospectus supplement that will contain specific information about the terms of the offering and the offered
securities. In each prospectus supplement, we will include the following information:
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the
number and type of securities that we propose to sell;
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the
public offering price;
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the
names of any underwriters, agents or dealers through or to which the securities will be sold;
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any
compensation of those underwriters, agents or dealers;
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any
additional risk factors applicable to the securities or our business and operations; and
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any
other material information about the offering and sale of the securities.
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In
addition, the prospectus supplement may also add, update or change the information contained or incorporated in this prospectus.
The prospectus supplement will supersede this prospectus to the extent it contains information that is different from, or that
conflicts with, the information contained or incorporated in this prospectus. You should read and consider all information contained
in this prospectus and any accompanying prospectus supplement in making your investment decision. You should also read and
consider the information contained in the documents identified under the heading “Incorporation of Certain Documents by
Reference” and “Where You Can Find More Information” in this prospectus.
As
used in this prospectus, “CohBar,” the “Company,” “we,” “our” or “us”
refers to CohBar, Inc. COHBARTM and other trademarks or service marks of CohBar, Inc. appearing in this prospectus
are the property of CohBar, Inc. Trade names, trademarks and service marks of other companies appearing in this prospectus are
the property of their respective holders.
THE
COMPANY
CohBar,
Inc. (“CohBar,” “we,” “us,” “our,” “its” or the “Company”)
is an innovative biotechnology company and a leader in the research and development of mitochondria based therapeutics (MBTs),
an emerging class of drugs with the potential to treat a wide range of diseases associated with aging and metabolic dysfunction,
including non-alcoholic steatohepatitis (NASH), obesity, fatty liver disease (NAFLD), type 2 diabetes mellitus (T2D), cancer,
atherosclerosis, cardiovascular disease and neurodegenerative diseases such as Alzheimer’s disease.
MBTs
originate from almost two decades of research by our founders, resulting in their discovery of a novel group of mitochondrial-derived
peptides (MDPs) encoded within the genome of mitochondria, the powerhouses of the cell. Some of these naturally occurring MDPs
and certain related analogs have demonstrated a range of biological activity and therapeutic potential in pre-clinical models
across multiple diseases associated with aging.
We
believe CohBar is a first mover in exploring the mitochondrial genome for therapeutically relevant peptides, and has developed
a proprietary MBT technology platform which uses cell based assays and animal models of disease to rapidly identify mitochondrial
peptides with promising biological activity. Once identified, we deploy optimization techniques to improve the drug-like properties
of our MBT candidates, enabling us to match the most biologically promising peptides to disease indications that have substantial
unmet medical needs.
In
September 2016, we advanced two novel, optimized analogs of our MOTS-c MDP, CB4209 and CB4211, into IND-enabling studies as our
lead MBT drug candidates with potential for treatment of NASH and obesity. In November 2017 we announced the selection of CB4211
as the final candidate for the remaining pre-IND studies.
Our
founders and scientific team have also discovered a large number of additional MDPs that have demonstrated a range of biological
activities and therapeutic potential. Our ongoing research and development of our pipeline MDPs is focused on identifying and
advancing novel improved analogs of those MDPs that have the greatest therapeutic and commercial potential for development into
drugs.
Our
scientific team includes the expertise of our founders, Dr. Pinchas Cohen, Dean of the Davis School of Gerontology at the University
of Southern California, and Dr. Nir Barzilai, Professor of Genetics and Director of the Institute for Aging Research at the Albert
Einstein College of Medicine, and is augmented by our co-founders, Dr. David Sinclair, Professor of Genetics at Harvard Medical
School, and Dr. John Amatruda, former Senior Vice President and Franchise Head for Diabetes and Obesity at Merck Research Laboratories.
Our research and development efforts are conducted under the leadership of our Chief Scientific Officer, Dr. Kenneth Cundy, former
Chief Scientific Officer at Xenoport, Inc. and Senior Director of Biopharmaceutics at Gilead Sciences, Inc. Dr. Cundy is the co-inventor
of several approved drugs including tenofovir, an antiretroviral drug that is marketed globally in various combinations with other
drugs for the treatment of HIV infection (Atripla®, Viread®, Complera®, Stribild®, Truvada®), gabapentin enacarbil
(Horizant®) for the treatment of RLS and post-herpetic neuralgia, and Nanocrystal® technology, employed in several other
approved drugs.
We
are the exclusive licensee from the Regents of the University of California and the Albert Einstein College of Medicine of four
issued U.S. patents, four U.S. patent applications and several related international patent applications in various jurisdictions.
Our licensed patents and patent applications include claims that are directed to compositions comprising MDPs and their analogs
and/or methods of their use in the treatment of indicated diseases. We have also filed one patent application under the international
patent cooperation treaty (PCT) and more than 65 provisional patent applications with claims directed to both compositions comprising
and methods of using novel proprietary MDPs and their analogs.
We
believe that the proprietary capabilities of our technology platform combined with our scientific expertise and intellectual property
portfolio provides a competitive advantage in our mission to treat age-related diseases and extend healthy life spans through
the advancement of MBTs as a new class of transformative drugs.
We
were formed as a limited liability company in the state of Delaware in 2007, and converted to a Delaware corporation in 2009.
We completed our initial public offering of common stock in January 2015 and our common stock is listed for trading on the TSX-V
(COB.U) and the OTCQX (CWBR).
Our
laboratory and corporate headquarters are located in Menlo Park, California.
Business
Strategy
Our
strategic objective is to secure, maintain and exploit a leading scientific, commercial and intellectual property position in
the arena of mitochondria based therapeutics, with best-in-class treatments for diseases associated with aging and metabolic dysfunction.
The key elements of our strategy include:
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our lead program to IND submission and through clinical trials;
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utilizing
our proprietary technology platform to continue identifying, assessing and optimizing new analogs of biologically active MDPs
and advancing those MBT candidates with the greatest therapeutic and commercial potential;
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developing
strategic partnerships with leading pharmaceutical companies and other organizations to advance our research programs and
future development and commercialization efforts;
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raising
adequate capital to fund our operations, research and clinical development programs;
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minimizing
operating costs and related funding requirements for our research and development activities through careful program management
and cost-efficient relationships with academic partners, consultants and contract research organizations (CROs);
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optimizing
the development of our intellectual property portfolio to capture all novel therapeutically relevant peptides encoded within
the mitochondrial genome; and
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increasing
awareness and recognition of our team, assets, capabilities and opportunities within the investment and scientific communities.
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OUR
PIPELINE
Our
pipeline includes a number of MDPs and MBT candidates in different stages of pre-clinical study. Our research efforts are focused
on identifying, assessing and optimizing new analogs of biologically active MDPs and advancing those MDPs considered to have greatest
therapeutic and commercial potential as MBT candidates.
Lead
MBT Drug Candidate (CB4211)
In
September 2016, we advanced two novel, optimized analogs of our MOTS-c MDP, CB4209 and CB4211, into IND-enabling studies as our
lead MBT drug candidates with potential for treatment of NASH and obesity. In November 2017 we announced the selection of CB4211
as the final candidate for the remaining pre-IND studies.
CB4211
is a novel, optimized analogs of MOTS-c, a naturally occurring mitochondrial peptide discovered by our founders and their academic
collaborators in 2012. Their research in cells and animal models indicated that MOTS-c plays a significant role in the regulation
of metabolism. Certain of the original MOTS-c studies were published in an article entitled “The Mitochondrial-Derived Peptide,
MOTS-c, Promotes Metabolic Homeostasis and Reduces Obesity and Insulin Resistance,” which appeared in the March 3, 2015
edition of the journal Cell Metabolism.
In
pre-clinical models, both CB4209 and CB4211 demonstrated significant therapeutic potential for the treatment of NASH, showing
improvements in triglyceride levels, as well as favorable effects on liver enzyme markers associated with NAFLD and NASH, and
obesity, demonstrating significantly greater weight loss together with more selective reduction of fat mass versus lean mass in
head-to-head comparison to a market-leading obesity drug. The therapeutic effects of CB4209 and CB4211 have been further evaluated
in the well-established preclinical STAM™ mouse model of NASH. In this model, treatment with CB4209 or CB4211 resulted in
a significant reduction of the non-alcoholic fatty liver disease activity score, or NAS, a composite measure of steatosis (fat
accumulation), inflammation and hepatocyte ballooning (cellular injury). Additional pre-clinical studies are ongoing or planned.
CB4211 represents a first-in-class drug candidate for the treatment of NASH and obesity, targeting energy regulation and lipid
metabolism.
Investigational
Programs
Our
R&D pipeline also includes the MDPs described below. Our pre-clinical activities with respect to these peptides are focused
on identifying and optimizing those MDPs and their analogs that demonstrate the greatest commercial and therapeutic potential
as MBTs.
SHLP
Analogs: Our founders and their academic collaborators discovered several peptides encoded within the mitochondrial genome
with a similar origin to humanin, the first discovered peptide; we refer to these as small humanin-like peptides, or SHLPs. In
cancer treatment models conducted by our founders and their collaborators, both in cell culture and in mice, SHLP-6 demonstrated
suppression of cancer progression via mechanisms involving both suppression of tumor angiogenesis (blood vessel development) and
induction of apoptosis (cancer cell death). There is also preclinical evidence to suggest that SHLP-2 has protective effects against
neuronal toxicity. Certain of the SHLP studies were published in a research paper entitled “Naturally occurring mitochondrial-derived
peptides are age-dependent regulators of apoptosis, insulin sensitivity, and inflammatory markers,” which appeared in the
April 2016 edition of the journal Aging.
Humanin
Analogs: Humanin has demonstrated protective effects in various animal models of age-related diseases, including Alzheimer’s
disease, atherosclerosis, myocardial and cerebral ischemia and T2D. Humanin levels in humans have been shown to decline with age,
and elevated levels of humanin together with lower incidence of age-related diseases have been observed in centenarians as well
as their offspring. In vitro studies with humanin and humanin analogs have demonstrated protective effects against neuronal
toxicity suggesting that a humanin analog may have potential for development as an MBT treatment for neurodegenerative diseases
such as Alzheimer’s disease.
Additional
Discovered MDPs: Our internal discovery efforts have resulted in identification of more than 100 previously unidentified peptides
encoded within the mitochondrial genome. These MDPs and their analogs have demonstrated various degrees of biological activity
in a wide range of cell based and/or animal models relevant to diseases, such as NASH, obesity, T2D, cancer, cardiovascular disease
and Alzheimer’s disease.
All
of our pipeline MDPs and MBT candidates are in the pre-clinical stage of development, and there is no guarantee that the activity
demonstrated in pre-clinical models will be shown in human testing.
OUR
TECHNOLOGY PLATFORM
Our
proprietary technology platform is designed to rapidly identify therapeutically relevant peptides encoded within the mitochondrial
genome, to evaluate their biological activity, and to develop these peptides into novel MBTs that have the potential to treat
diseases with major unmet medical needs. We believe our technology platform presents multiple opportunities for value creation.
Our multiplexed peptide optimization process is designed to discover numerous potential drug candidate opportunities with near
term value. These drug candidates could be internally developed by CohBar or advanced through strategic partnerships with larger
pharmaceutical companies. At the same time, our strategy of capturing the most valuable MBT space by aggressively filing for broad
intellectual property coverage is designed to secure CohBar’s leadership role in the field and protect our ability to create
additional value in the future.
We
use a broad range of proprietary activity screens to assess the therapeutic potential of our novel peptides and to prioritize
our development opportunities. Some of our novel peptides have demonstrated promising biological effects in a variety of in vitro
and/or in vivo models of age related diseases. We are prioritizing our novel peptides by assessing their activity in areas such
as metabolic regulation, oxidative stress, cellular energy levels, cell proliferation, cell death, cellular protection, carbohydrate
metabolism, lipid metabolism, body weight, regulation of body fat, insulin sensitivity, regulation of glucose, glucose tolerance,
and liver function.
Corporate
Information
Our
Company was formed as a Delaware limited liability company on October 19, 2007. We converted to a Delaware corporation under the
provisions of the Delaware Limited Liability Company Act and the Delaware General Corporation Law on September 16, 2009. Our principal
executive offices are located at 1455 Adams Dr., Suite 2050, Menlo Park, CA 94025. Our telephone number is (650) 446-7888. We
maintain a website at www.cohbar.com. The information contained on, connected to or that can be accessed via our website is not
a part of, and is not incorporated into, this prospectus and the inclusion of our website address in this prospectus is an inactive
textual reference only. We have no subsidiaries.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before making any investment decision, you should carefully consider
the risk factors set forth below, under the caption “Risk Factors” in any applicable prospectus supplement and under
the caption “Risk Factors” in our most recent annual report on Form 10-K and our subsequent quarterly reports on Form
10-Q, which are incorporated by reference in this prospectus, as well as in any applicable prospectus supplement, as updated by
our subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
These
risks could materially affect our business, results of operation or financial condition and affect the value of our securities.
Additional risks and uncertainties that are not yet identified may also materially harm our business, operating results and financial
condition and could result in a complete loss of your investment. You could lose all or part of your investment. For more information,
see “Where You Can Find More Information.”
Risks
Related to Our Securities and the Offering
Future
sales or other dilution of our equity could depress the market price of our common stock.
Sales
of our common stock, preferred stock, warrants, units or any combination of the foregoing in the public market, or the perception
that such sales could occur, could negatively affect the price of our common stock. If one or more of our shareholders were to
sell large portions of their holdings in a relatively short time, for liquidity or other reasons, the prevailing market price
of our common stock could be negatively affected.
In
addition, the issuance of additional shares of our common stock, securities convertible into or exercisable for our common stock,
other equity-linked securities, including preferred stock or warrants or any combination of the securities pursuant to this prospectus
will dilute the ownership interest of our common shareholders and could depress the market price of our common stock and impair
our ability to raise capital through the sale of additional equity securities.
We
may need to seek additional capital. If this additional financing is obtained through the issuance of equity securities or warrants
to acquire equity securities, our existing shareholders could experience significant dilution upon the issuance, conversion or
exercise of such securities.
Our
management will have broad discretion over the use of the proceeds we receive from the sale of our securities pursuant to this
prospectus and might not apply the proceeds in ways that increase the value of your investment.
Our
management will have broad discretion to use the net proceeds from any offerings under this prospectus, and you will be relying
on the judgment of our management regarding the application of these proceeds. Except as described in any prospectus supplement
or in any related free writing prospectus that we may authorize to be provided to you, the net proceeds received by us from our
sale of the securities described in this prospectus will be added to our general funds and will be used for general corporate
purposes. Our management might not apply the net proceeds from offerings of our securities in ways that increase the value of
your investment and might not be able to yield a significant return, if any, on any investment of such net proceeds. You may not
have the opportunity to influence our decisions on how to use such proceeds.
FORWARD-LOOKING
STATEMENTS
Some
of the statements contained or incorporated by reference in this prospectus may be “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Exchange Act and may involve material risks, assumptions and uncertainties. Forward-looking statements typically are identified
by the use of terms such as “may,” “will,” “should,” “believe,” “might,”
“expect,” “anticipate,” “intend,” “plan,” “estimate” and similar words,
although some forward-looking statements are expressed differently.
Although
we believe that the expectations reflected in such forward-looking statements are reasonable, these statements are not guarantees
of future performance and involve certain risks and uncertainties that are difficult to predict and which may cause actual outcomes
and results to differ materially from what is expressed or forecasted in such forward-looking statements. These forward-looking
statements speak only as of the date on which they are made and except as required by law, we undertake no obligation to publicly
release the results of any revision or update of these forward-looking statements, whether as a result of new information, future
events or otherwise. If we do update or correct one or more forward-looking statements, you should not conclude that we will make
additional updates or corrections with respect thereto or with respect to other forward-looking statements. A detailed discussion
of risks and uncertainties that could cause actual results and events to differ materially from our forward-looking statements
is included in our periodic reports filed with the SEC and in the “Risk Factors” section of this prospectus.
USE
OF PROCEEDS
Except
as may be stated in the applicable prospectus supplement, we intend to use the net proceeds we receive from the sale of the securities
offered by this prospectus for general corporate purposes, which may include, among other things, capital expenditures, the financing
of possible acquisitions or business expansions, increasing our working capital and the financing of ongoing research and development,
operating expenses and overhead.
DESCRIPTION
OF CAPITAL STOCK
The
following is a summary of our capital stock and certain provisions of our Third Amended and Restated Certificate of Incorporation
(“Certificate of Incorporation”) and Amended and Restated Bylaws (“Bylaws”). This summary does not purport
to be complete and is qualified in its entirety by the provisions of our Articles of Incorporation, as amended, our Amended and
Restated Bylaws, and applicable provisions of the Delaware General Corporation Law.
See
“Where You Can Find More Information” elsewhere in this prospectus for information on where you can obtain copies
of our Certificate of Incorporation and Bylaws, which have been filed with and are publicly available from the SEC.
Our
authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred
stock, par value $0.001 per share. Currently, we have no other authorized class of stock.
DESCRIPTION
OF COMMON STOCK
As
of the date of this prospectus, we had an aggregate of 39,420,837 shares of our common stock outstanding. Our outstanding capital
stock was held by 97 stockholders of record as of the date of this prospectus. This number does not include beneficial owners
whose shares are held by nominees in street name.
Dividend
Rights
Subject
to any preferences that may be applicable to any then outstanding shares of preferred stock, holders of our common stock are entitled
to receive dividends of cash, property or shares of our capital stock that we pay or distribute out of funds legally available
if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that
our board of directors may determine. For further information on our dividend policy, see “Dividend Policy” above.
Voting
Rights
Each
holder of our common stock is entitled to one vote for each share of common stock held by such holder on all matters on which
stockholders generally are entitled to vote, provided that holders of common stock are not entitled to vote on amendments to our
Certificate of Incorporation related solely to the terms of one or more outstanding series of preferred stock if the holders of
such series are entitled to vote thereon, unless required by law. Our stockholders do not have cumulative voting rights in the
election of directors. Accordingly, subject to the preferences that may be applicable to any then outstanding shares of preferred
stock, holders of a majority of the voting shares are able to elect all of the directors.
Liquidation
In
the event of our dissolution or liquidation, whether voluntary or involuntary, holders of our common stock will be entitled to
share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other
liabilities and subject to any preferential or other rights of any then outstanding shares of preferred stock.
Rights
and Preferences
Holders
of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund
provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject
to and may be adversely affected by the rights of the holders of shares of any series of our preferred stock that we may designate
in the future.
Authorized
but unissued shares
The
authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval,
subject to any limitations imposed by the listing standards of the TSX-V or any other exchange or quotation service on which our
stock may be traded. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee
benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make more difficult
or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Transfer
Agent and Registrar
The
main transfer agent and registrar for our common stock is AST Trust Company (Canada) in Vancouver, British Columbia, and the co-transfer
agent and co-registrar for our common stock is American Stock Transfer & Trust Company, LLC in New York, New York. The agent
and registrar for our warrants is AST Trust Company (Canada) in Vancouver, British Columbia.
Stock
Exchange Listing
Our
common stock is traded on the TSX-V under the symbol “COB.U” and on the OCTQX under the symbol “CWBR.”
DESCRIPTION
OF PREFERRED STOCK
As
of the date of this prospectus, no shares of preferred stock had been issued or were outstanding. Our board of directors has the
authority, without further action by our stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series
and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include
dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number
of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common
stock. The issuance of preferred stock by us could adversely affect the voting power of holders of common stock and the likelihood
that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could
have the effect of delaying, deferring or preventing a change of control of our company or other corporate action.
We
will file as an exhibit to the Registration Statement of which this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of any certificate of designation or amendment to our Certificate of Incorporation
that describes the terms of any series of preferred stock we are offering before the issuance of that series of preferred stock.
This description will include, but not be limited to, the following: (i) the title and stated value; (ii) the number of shares
we are offering; (iii) the liquidation preference per share; (iv) the purchase price; (v) the dividend rate, period and payment
date and method of calculation for dividends; (vi) whether dividends will be cumulative or non-cumulative and, if cumulative,
the date from which dividends will accumulate; (vii) the provisions for a sinking fund, if any; (viii) the provisions for redemption
or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; (ix) whether
the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated,
and the conversion period; (x) whether the preferred stock will be exchangeable into debt securities, and, if applicable, the
exchange price, or how it will be calculated, and the exchange period; (xi) voting rights, if any, of the preferred stock; (x)
preemptive rights, if any; (xi) restrictions on transfer, sale or other assignment, if any; (xii) a discussion of any material
United States federal income tax considerations applicable to the preferred stock; (xiii) the relative ranking and preferences
of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; (xiv) any limitations
on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock
as to dividend rights and rights if we liquidate, dissolve or wind up our affairs and (xv) any other specific terms, preferences,
rights or limitations of, or restrictions on, the preferred stock.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of common stock and/or preferred stock in one or more series. We may issue warrants independently
or together with common stock and/or preferred stock and the warrants may be attached to or separate from these securities. While
the terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms of any
series of warrants in more detail in the applicable prospectus supplement. The terms of any warrants offered under a prospectus
supplement may differ from the terms described below.
We
will file as exhibits to the Registration Statement of which this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of warrant agreement, including a form of warrant certificate, that describes the
terms of the particular series of warrants we are offering before the issuance of the related series of warrants. The following
summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by
reference to, all the provisions of the warrant agreement and warrant certificate applicable to the particular series of warrants
that we may offer under this prospectus. We urge you to read the applicable prospectus supplements related to the particular series
of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete warrant
agreements and warrant certificates that contain the terms of the warrants.
General
We
will describe in the applicable prospectus supplement the terms of the series of warrants being offered, including:
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offering price and aggregate number of warrants offered;
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currency for which the warrants may be purchased;
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if
applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued
with each such security or each principal amount of such security;
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if
applicable, the date on and after which the warrants and the related securities will be separately transferable;
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in
the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock,
as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon
such exercise;
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the
effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;
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terms of any rights to redeem or call the warrants;
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provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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the
dates on which the right to exercise the warrants will commence and expire;
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the
manner in which the warrant agreements and warrants may be modified;
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a
discussion of any material or special United States federal income tax consequences of holding or exercising the warrants;
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the
terms of the securities issuable upon exercise of the warrants; and
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any
other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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Before
exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such
exercise, including in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any,
or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise
price that we describe in the applicable prospectus supplement. Holders of the warrants may exercise the warrants at any time
up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of
business on the expiration date, unexercised warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together
with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in
the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus
supplement the information that the holder of the warrant will be required to deliver to the warrant agent.
If
fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate
for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender
securities as all or part of the exercise price for warrants.
DESCRIPTION
OF UNITS
As
specified in the applicable prospectus supplement, we may issue, in one more series, units consisting of common stock, preferred
stock and/or warrants for the purchase of common stock and/or preferred stock in any combination. The applicable prospectus supplement
will describe:
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securities comprising the units, including whether and under what circumstances the securities comprising the units may be
separately traded;
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the
terms and conditions applicable to the units, including a description of the terms of any applicable unit agreement governing
the units; and
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a
description of the provisions for the payment, settlement, transfer or exchange of the units.
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PLAN
OF DISTRIBUTION
The
securities covered by this prospectus may be offered and sold from time to time pursuant to one or more of the following methods:
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or through broker-dealers (acting as agent or principal);
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in
“at the market offerings” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker
or into an existing trading market, on an exchange, or otherwise;
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directly
to purchasers, through a specific bidding or auction process or otherwise; or
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through
a combination of any such methods of sale.
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Agents,
underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the
form of discounts, concessions or commissions to be received from us, from the purchasers of the securities or from both us and
the purchasers. Any underwriters, dealers, agents or other investors participating in the distribution of the securities may be
deemed to be “underwriters,” as that term is defined in the Securities Act, and compensation and profits received
by them on sale of the securities may be deemed to be underwriting commissions, as that term is defined in the rules promulgated
under the Securities Act.
Each
time securities are offered by this prospectus, the prospectus supplement, if required, will set forth:
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the
name of any underwriter, dealer or agent involved in the offer and sale of the securities;
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the
terms of the offering;
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any
discounts concessions or commissions and other items constituting compensation received by the underwriters, broker-dealers
or agents;
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any
over-allotment option under which any underwriters may purchase additional securities from us; and
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any
initial public offering price.
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The
securities may be sold at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices
relating to the prevailing market prices or at negotiated prices. The distribution of securities may be effected from time to
time in one or more transactions, by means of one or more of the following transactions, which may include cross or block trades:
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transactions
on the OTCQX marketplace, the TSX-V or any other organized market where the securities may be traded;
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in
the over-the-counter market;
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in
negotiated transactions;
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under
delayed delivery contracts or other contractual commitments; or
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a
combination of such methods of sale.
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If
underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions. Our securities may be offered to the public either through underwriting syndicates represented
by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters
are used in the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters at the time
an agreement for the sale is reached. This prospectus and the prospectus supplement will be used by the underwriters to resell
the shares of our securities. The underwriters’ commissions, discounts or concessions may qualify as underwriters’
compensation under the Securities Act and the rules of the Financial Industry Regulatory Authority, Inc., or FINRA.
If
5% or more of the net proceeds of any offering of our securities made under this prospectus will be received by a FINRA member
participating in the offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance
with FINRA Rule 5121.
To
comply with the securities laws of certain states, if applicable, the securities offered by this prospectus will be offered and
sold in those states only through registered or licensed brokers or dealers.
Agents,
underwriters and dealers may be entitled under agreements entered into with us to indemnification by us against specified liabilities,
including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make in
respect of such liabilities. The prospectus supplement will describe the terms and conditions of such indemnification or contribution.
Some of the agents, underwriters or dealers, or their respective affiliates may be customers of, engage in transactions with or
perform services for us in the ordinary course of business. We will describe in the prospectus supplement naming the underwriter
the nature of any such relationship.
Certain
persons participating in the offering may engage in over-allotment, stabilizing transactions, short-covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act. We make no representation or prediction as to the direction
or magnitude of any effect that such transactions may have on the price of the securities. For a description of these activities,
see the information under the heading “Underwriting” in the applicable prospectus supplement.
LEGAL
MATTERS
The
validity of the securities offered in this prospectus will be passed upon for us by Garvey Schubert Barer.
EXPERTS
Our
financial statements as of December 31, 2016 and 2015, and for the years then ended, incorporated by reference in this prospectus
have been audited by Marcum LLP, an independent registered public accounting firm, as set forth in their report, and are included
in reliance on such report given on the authority of said firm as experts in auditing and accounting.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them into this prospectus. This means that
we can disclose important information about us and our financial condition to you by referring you to another document filed separately
with the SEC instead of having to repeat the information in this prospectus. The information incorporated by reference is considered
to be part of this prospectus and later information that we file with the SEC will automatically update and supersede this information.
This prospectus incorporates by reference any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act, between the date of the initial registration statement and prior to effectiveness of the registration statement
and the documents listed below that we have previously filed with the SEC:
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our
Annual Report on Form 10-K
for the year ended December 31, 2016;
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our
Quarterly Reports on Form 10-Q for the periods ended March
31, 2017, June 30,
2017, and September
30, 2017;
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our
Current Reports on Form 8-K filed on February
2, 2017, June 19,
2017, June 23, 2017
and July 18, 2017.
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the
description of our common stock contained in our Registration Statement on Form
8-A filed with the SEC on December 17, 2014, including any amendments or reports filed for the purpose of updating such
description.
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We
also incorporate by reference all documents that we file with the SEC on or after the effective time of this prospectus pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the sale of all the securities registered hereunder or
the termination of the registration statement. Nothing in this prospectus shall be deemed to incorporate information furnished
but not filed with the SEC.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus
shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or
in the applicable prospectus supplement or in any other subsequently filed document which also is or is deemed to be incorporated
by reference modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
You
may request a copy of the filings incorporated herein by reference, including exhibits to such documents that are specifically
incorporated by reference, at no cost, by writing or calling us at the following address or telephone number:
Simon
Allen
Chief
Executive Officer
1455
Adams Dr., Suite 2050
Menlo
Park, CA 94025
(650)
446-7888
Statements
contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance
you are referred to the copy of the contract or other document filed as an exhibit to the registration statement or incorporated
herein, each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC registering the securities that may be offered
and sold hereunder. The registration statement, including exhibits thereto, contains additional relevant information about us
and these securities that, as permitted by the rules and regulations of the SEC, we have not included in this prospectus. A copy
of the registration statement can be obtained at the address set forth below or at the SEC’s website as noted below. You
should read the registration statement, including any applicable prospectus supplement, for further information about us and these
securities.
We
file annual reports, quarterly reports, current reports, proxy statements and other information with the Securities and Exchange
Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended. You can inspect and obtain a copy of
our reports, proxy statements and other information filed with the SEC at the offices of the SEC’s Public Reference Room
at 100 F Street N.E., Washington, D.C. 20549, on official business days during the hours of 10 a.m. to 3 p.m. EST. Please call
the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC maintains an Internet website at http://www.sec.gov
where you can access copies of most of our SEC filings.
We
make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports,
available free of charge on our corporate website. In addition, our Code of Ethics and Business Conduct and the charters of our
Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee are available on our corporate website.
The contents of our corporate website are not incorporated into, or otherwise to be regarded as part of, this Registration Statement
on Form S-3.
Shares
of Common Stock
Warrants to Purchase up to Shares
of Common Stock
PROSPECTUS SUPPLEMENT
August ,
2020
Sole Book-Running Manager
Roth Capital
Partners
Co-Managers
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Brookline Capital Markets
a division of Arcadia Securities, LLC
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