Rule 424(b)(3)
Registration No. 333-248848
PROSPECTUS
Seneca Biopharma, Inc.
1,757,704
SHARES OF COMMON STOCK
This prospectus relates to the offer and sale by us of up to
1,757,704 shares of common stock, par value $0.01 per share, being
offered by the selling stockholders (“Selling Stockholders”) listed
on page 7 consisting of the following shares underlying warrants
(collectively, the “Warrants”): (i) 26,263 warrants issued in our
May 6, 2016 underwritten offering (“May 2016 Underwritten
Offering”), each having an exercise price of $0.90 per share,
expiring on May 6, 2021, pursuant to our Registration Statement
(file No. 333-196567) filed with the United States Securities and
Exchange Commission on June 6, 2014, declared effective on June 19,
2014, and pursuant to a prospectus supplement dated May 3, 2016
(the “May 2016 Public Warrants”); (ii) 10,386 warrants issued in
our May 14, 2016 private placement (“May 2016 Private Offering”),
each having an exercise price of $0.90 per share, expiring on May
14, 2021, (the “May 2016 Private Warrants”); (iii) 112,500 warrants
issued in our August 1, 2017 underwritten offering (“August 2017
Offering”), each having an exercise price of $0.90 per share,
expiring on August 1,2024, pursuant to our Registration Statement
(file No. 333-218608) filed with the United States Securities and
Exchange Commission on June 21, 2017, declared effective on June
23, 2017, and pursuant to a prospectus supplement dated July 27,
2017 (the “August 2017 Warrants”); (iv) 150,000 previously
unregistered warrants issued in our October 29, 2018 registered
offering and private placement (“October 2018 Offering”), each
having an exercise price of $15.00 per share, expiring on April 29,
2024 (the “October 2018 Warrants”), (v) 9,000 previously
unregistered warrants issued to placement agents as compensation in
our October 2018 Offering, each having an exercise price of $17.50
per share, expiring on October 25, 2023, (the “October 2018 PA
Warrants”); (vi) 413,666 Series M warrants issued in our July 31,
2019 underwritten offering (“July 2019 Offering”), each having an
exercise price of $2.70 per share, expiring on December 31, 2020,
pursuant to our Registration Statement (file No. 333-232273) filed
with the United States Securities and Exchange Commission on July
25, 2019, declared effective on July 25, 2019, and pursuant to a
prospectus dated July 25, 2019 (the “July 2019 Series M Warrants”);
(vii) 413,666 Series N warrants issued in our July 2019 Offering,
each having an exercise price of $2.70 per share, expiring on July
30, 2024, pursuant to our Registration Statement (file No.
333-232273) filed with the United States Securities and Exchange
Commission on July 25, 2019, declared effective on July 25, 2019,
and pursuant to a prospectus dated July 25, 2019 (the “July 2019
Series N Warrants”); (viii) 222,223 warrants issued to underwriters
as compensation in our July 2019 Offering, each having an exercise
price of $3.375 per share, expiring on July 25, 2024, pursuant to
our Registration Statement (file No. 333-232273) filed with the
United States Securities and Exchange Commission on July 25, 2019,
declared effective on July 25, 2019, and pursuant to a prospectus
dated July 25, 2019 (the “July 2019 Underwriter Warrants”); and
(ix) 400,000 previously unregistered warrants issued to placement
agents as compensation in our May 27, 2020 offering (“May 2020
Offering”), each having an exercise price of $1.25 per share,
expiring on May 22, 2025 (“May 2020 PA Warrants”).
We
will receive the proceeds from any cash exercises of the Warrants.
Each Warrant is exercisable at any time until its expiration date
as described above.
The
Selling Stockholders identified in this prospectus may offer the
shares from time to time through public or private transactions at
prevailing market prices, at prices related to prevailing market
prices or at privately negotiated prices. For additional
information on the methods of sale that may be used by the selling
stockholders, see the section entitled “Plan of Distribution” on
page 28. For a list of the selling stockholders, see the section
entitled “Selling Stockholders” on page 7.
We
may amend or supplement this prospectus from time to time by filing
amendments or supplements as required. You should read the entire
prospectus and any amendments or supplements carefully before you
make your investment decision.
Our common stock is listed on the NASDAQ Capital Market under the
symbol “SNCA.” On September 14, 2020, the last reported sale price
of our common stock was $0.58 per share. You are urged to obtain
current market quotations for the common stock. Our principal
executive offices are located at 20271 Goldenrod Lane, Germantown,
Maryland 20876, and our telephone number is (301) 366-4841.
INVESTING IN OUR
SECURITIES INVOLVES RISKS. YOU SHOULD REVIEW CAREFULLY THE RISKS
AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS”
ON PAGE 7 AND CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND
ANY RELATED FREE WRITING PROSPECTUS AND UNDER SIMILAR HEADINGS IN
THE OTHER DOCUMENTS THAT ARE INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
This
prospectus is dated September 23, 2020
Table of Contents
FORWARD-LOOKING STATEMENTS
The
SEC encourages companies to disclose forward-looking information so
that investors can better understand a company’s future prospects
and make informed investment decisions. This prospectus and the
documents we have filed with the SEC that are incorporated herein
by reference contain such “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of
1995.
Such
statements in connection with any discussion of future operations
or financial performance are identified by the use of words such as
“may,” “anticipate,” “estimate,” “expect,” “project,” “intend,”
“plan,” “believe,” and other words and terms of similar meaning.
Forward-looking statements include, but are not limited to,
statements about: our business, operations, financial performance
and condition, earnings, our prospects, our ability to raise
capital to fund our operations and business plan, the continued
listing of our securities on the NASDAQ Capital Market, our ability
to protect intellectual property rights as well as regarding our
industry generally. Forward–looking statements are not guarantees
of performance. Such statements are based on management’s
expectations and are subject to certain factors, risks and
uncertainties that may cause actual results, outcome of events,
timing and performance to differ materially from those expressed or
implied by such statements. For a summary of such factors, please
refer to the section entitled “Risk Factors” in this prospectus, as
updated and supplemented by the discussion of risks and
uncertainties in our most recent annual report on Form 10-K, as
revised or supplemented by our subsequent quarterly reports on Form
10-Q or our current reports on Form 8-K, as well as any amendments
thereto, as filed with the SEC and which are incorporated herein by
reference. The information contained in this document is believed
to be current as of the date of this document. We do not intend to
update any of the forward-looking statements after the date of this
document to conform these statements to actual results or to
changes in our expectations, except as required by law.
In
light of these assumptions, risks and uncertainties, the results
and events discussed in the forward-looking statements contained in
this prospectus or in any document incorporated herein by reference
might not occur. Investors are cautioned not to place undue
reliance on the forward-looking statements, which speak only as of
the date of this prospectus or the date of the document
incorporated by reference in this prospectus. We are not under any
obligation, and we expressly disclaim any obligation, to update or
alter any forward-looking statements, whether as a result of new
information, future events or otherwise. All subsequent
forward-looking statements attributable to us or to any person
acting on our behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to in this
section.
Our Business
Overview
Executive Overview
Historically, we have been primarily focused on the research and
development of nervous system therapies based on our proprietary
human neural stem cells and our small molecule compounds. In early
2019, we also began an in-licensing and acquisition strategy by
which we are evaluating novel therapeutics that could benefit from
our development experience with the goal of developing such
technologies for commercialization as well as an out- licensing
initiative to find partners or interested parties to acquire or
license NSI-566 (neural stem cell) and NSI-189 (small molecule
compounds) and their respective clinical and pre-clinical programs
and development.
In-licensing and Acquisition Strategy
We have initiated an in-licensing and/or acquisition strategy to
expand our product pipeline. Our in-licensing strategy consists of
evaluating novel therapeutics that could benefit from our
development experience with the goal of developing such candidates
for commercialization. We believe that this element of our
corporate strategy could provide new opportunities for product
development and diversify risks inherent in focusing on a limited
product portfolio and therapeutic areas, thus potentially
increasing our probability of commercial success.
Existing Clinical Programs
Historically, we have devoted our efforts and financial resources
primarily to the pre-clinical and clinical development of our small
molecule compounds and our stem cell therapeutics. At this time we
are focused on the out-licensing or sale of these assets as well as
winding down our ongoing development efforts.
NSI - 566 (Stem Cells)
The human central nervous system (CNS) has limited capacity for
regeneration following injury or the onset of disease. Traditional
therapies have mainly focused on minimizing the progression or
symptoms of CNS disease or injury but have not been effective at
repairing the underlying cause of such disease. The goal of our
cell therapy initiatives is the regeneration of neural function
which has been lost to disease or injury. We believe that
neuroprotection, neuroregeneration, and/or bridging of damaged
neural circuitry may be accomplished by implantation of NSI-566 at
the injury site.
Our proprietary technology enables the isolation and large-scale
expansion of regionally specific neural stem cells from all areas
of the developing human brain and spinal cord and enables the
generation of commercially useful quantities of highly
characterized allogeneic human neural stem cells that can be
transplanted into patients to mitigate the consequences of CNS
diseases or injury. We have developed and optimized processes that
allow us to manufacture these cells under current Good
Manufacturing Practices (cGMP) compliant conditions as required by
the United States Food and Drug Administration or FDA for use in
clinical trials and have generated cell banks which we believe are
sufficient to provide material to meet our requirements through
completion of Phase 3 studies. We have exclusive licenses for the
manufacturing and use of the surgical platform and cannula that
enable administration of the cells to the spinal cord for
treatment. Based on our preclinical data, we believe that our human
neural stem cells will differentiate into neurons and glia after
grafting into the patient and will provide neuroprotection and
stimulate neuroregeneration.
Our lead stem cell program is the spinal cord-derived neural stem
cell line, NSI-566, which is being tested for treatment of
paralysis due to amyotrophic lateral sclerosis (ALS, or Lou
Gehrig’s disease), ischemic stroke, and spinal cord injury (SCI).
To date we have completed Phase 1 and Phase 2 safety and dose
escalation studies in subjects with ALS and a Phase 1 safety and
dose escalation study in subjects with motor deficits due to
ischemic stroke. Each of these studies are currently in their
long-term follow-up stage. In August 2018, we initiated a non-GCP
(Good Clinical Practice) compliant randomized, double-blind,
placebo-controlled Phase 2 trial in subjects with chronic ischemic
stroke. We are also conducting a Phase 1 open label study to
evaluate the safety of implanting NSI-566 in subjects with chronic
SCI.
Motor Deficits Due to Ischemic Stroke
Over 700,000 individuals suffer stroke each year in the US, the
majority of whom experience long-term functional deficits. Ischemic
stroke, which accounts for about 75% of all strokes, occurs as a
result of an obstruction within a vessel supplying blood to the
brain. Post-stroke motor deficits include paralysis or weakness in
arms and legs and speech impairment and can be permanent. In the
US, approximately 1.8 million people live with paralysis due to
stroke. We believe that NSI-566 may provide an effective treatment
for restoring motor deficits resulting from ischemic stroke by
creating new circuitry in the area of injury and promoting
regeneration of neural tissue damaged by the ischemic event.
Amyotrophic Lateral Sclerosis
Amyotrophic lateral sclerosis (“ALS”) is a disease of the nerve
cells in the brain and spinal cord that control voluntary muscle
movement. In 2018 the United States Centers for Disease Control and
Prevention reported that between 16,000 and 17,000 Americans have
ALS, a prevalence of 5.2 cases per 100,000 people. In ALS, nerve
cells (motor neurons) waste away or die and can no longer send
messages to muscles. This eventually leads to muscle weakening,
twitching, and an inability to move the arms, legs, and body. As
the condition progresses, muscles in the chest area stop working,
making it difficult or impossible to breathe. NSI-566 is under
development as a potential treatment for ALS by providing cells
designed to nurture and protect the patient’s remaining motor
neurons.. We received orphan designation by the FDA for NSI-566 in
ALS.
Chronic Spinal Cord Injury
SCI may result from trauma or disease affecting the spinal cord,
and is in many cases a long term, chronic and disabling
neurological condition. In the US it is estimated that there are
over17,000 new cases of SCI per year, with a prevalence of
250,000-368,000 people. Chronic spinal cord injury (cSCI) refers to
the window after recovery has plateaued, beginning approximately
6-12 months after injury. We believe that NSI-566 may provide an
effective treatment for cSCI by “bridging the gap” in the spinal
cord circuitry created following traumatic spinal cord injury and
providing new cells to help transmit the signal from the brain to
points at or below the point of injury.
Clinical Experience with NSI-566
Ischemic Stroke
In 2013, we commenced an open label, non-GCP compliant, Phase I
safety and dose escalation study to test transplantation of NSI-566
in human subjects for the treatment of motor deficits due to
ischemic stroke. The trial was conducted at BaYi Brain Hospital in
Beijing, China and sponsored by Suzhou Neuralstem, a wholly-owned
subsidiary of Seneca in China. This study was intended to evaluate
the safety of direct injections of NSI-566 into the brain and to
determine the maximum safe tolerated dose. We completed dosing the
final cohort, for a total of nine subjects, in March 2016. Subjects
were monitored through a 24-month observational follow-up period.
Delivery of NSI-566 cells in this population appeared to be safe
and well tolerated at all doses. There were no deaths or serious
adverse events related to the treatment (Zhang et al., Stem Cells
Transl Med 2019, 8(10):999-1007).
In August 2018, we initiated a non-GCP compliant Phase 2 trial
which is designed as a randomized, double-blind, placebo-controlled
study. A total of 22 subjects were randomized to receive NSI-566
stem cells (72 million cells) or sham-surgery at a 1:1 ratio. All
operations were conducted at BaYi Brain Hospital, the site of the
Phase 1 study, and all follow-up assessments are being conducted by
blinded, independent neurologists at Beijing Rehabilitation
Hospital. The final subject was enrolled in this study in August
2019.
Amyotrophic Lateral Sclerosis
In January 2010, we commenced a Phase 1 trial of NSI-566 in ALS at
Emory University in Atlanta, Georgia. The purpose of the trial was
to evaluate the safety of our proposed treatment and procedure in a
total of 15 subjects. The dosing of subjects in the Phase 1 trial,
as designed, was completed in August of 2012. We commenced a Phase
2 multisite clinical trial in subjects suffering from ALS in
September of 2013 to further test the feasibility and safety of the
treatment and procedure, and maximum tolerated dose of cells. The
Phase 2 dose escalation trial enrolled 15 ambulatory subjects in
five different dosing cohorts.
In June 2017, 24-month Phase 2 results and combined Phase 1 and
Phase 2 data from our ALS trials were presented at the
International Society for Stem Cell Research (ISSCR) Annual
Meeting, Approaches to Treating ALS, Boston, Massachusetts, by
principal investigator Eva Feldman, MD, PhD, Russell N. DeJong
Professor of Neurology and Director of Research of the ALS Clinic
at the University of Michigan Health. The data showed that the
intraspinal transplantation of the cells was safe and well
tolerated. Subjects from both the Phase 1 and Phase 2 continue to
be monitored for long-term follow-up evaluations.
Chronic Spinal Cord Injury
In 2013, we received authorization from the FDA to commence a Phase
1 clinical trial to treat chronic spinal cord injury. The trial,
which is taking place at The University of California, San Diego or
UCSD, commenced in 2014 and the first subject was treated in
October 2014. The study enrolled four AIS A classification thoracic
spinal cord injury subjects (motor and sensory complete), one to
two years’ post-injury at the time of stem cell treatment. In
January of 2016, we reported six-month follow-up data on all four
subjects. The stem cell treatment was found to be safe and
well-tolerated by the subjects enrolled and there were no serious
adverse events. In April of 2018, we enrolled the first subject in
the second cohort of the trial, which included patients with AIS-A
complete, quadriplegic, cervical injuries involving C5-C7 of their
spinal cord. The final patient of this cohort was enrolled in March
2019.
In June 2018, the study investigators published the results of the
first cohort in the journal Cell Stem Cell. The results support the
potential of transplanted NSI-566 to benefit patients with cSCI. At
18 months to 27 months after surgery, the analysis of motor and
sensory function and electrophysiology showed changes in three of
the four patients after NSI-566 transplantation. There was no
evidence of serious adverse events, suggesting the procedure is
well- tolerated.
Pre-Clinical Experience with NSI-566 and other candidates in our
stem cell pipeline
Our preclinical studies with NSI-566 have served to provide the
foundation for our ongoing clinical trials by demonstrating
performance and efficacy of this cell line in animal models for ALS
(Hefferan et al., PLoS One 2012, 7(8):e42614; Xu et al.,
Transplantation 2006, 82(7):865-875; Xu et al., J Comp
Neurol 2009, 514(4):297-309; Xu et al., Neurosci Lett
2011, 494(3):222-226; Yan et al., Stem Cells 2006,
24(8):1976-1985), spinal cord injury (Cizkova et al.,
Neuroscience 2007, 147(2):546-560; Lu et al., Cell
2012, 150(6):1264-1273; van Gorp et al., Stem Cell Res Ther
2013, 4(3):57), and ischemic stroke (Tajiri et al., PLoS One
2014, 9(3):e91408), and demonstrated safety in large animals (Raore
et al., Spine 2011, 36(3):E164-E171; Usvald et al., Cell
Transplant 2010, 19(9):1103-1122). Additional studies involving
NSI-566 or other proprietary cell lines are directed at identifying
new therapeutic candidates. These include: 1) an ongoing
collaboration with investigators at the Miami Project to Cure
Paralysis to evaluate the application of NSI-566 in preclinical
animal models for traumatic brain injury (Spurlock et al., J
Neurotrauma 2017, 34(11):1981-1995), and 2) evaluation of the
ability of NSI-532.IGF1, a human neural stem cell line engineered
to express the trophic factor IGF1, to reverse the cognitive impact
of neurodegeneration in a mouse model of Alzheimer’s Disease
(McGinley et al., Sci Rep 2018, 8(1):14776).
NSI-189 (Small Molecule Pharmaceutical Compound)
NSI-189 represents a new chemical entity that works through what
appears to be a novel mechanism of action to stimulate neurogenesis
of stem cells in the hippocampus, as well as generation of new
synapses. Because impaired hippocampal neurogenesis has been linked
with depression, we conducted clinical trials to evaluate the
safety and effectiveness of NSI-189 in patients suffering from
Major Depressive Disorder or MDD.
Major Depressive Disorder
(MDD)
Major depressive disorder (also known as recurrent depressive
disorder, clinical depression, major depression, unipolar
depression, or unipolar disorder) is a mental disorder
characterized by episodes of all-encompassing low mood accompanied
by low self-esteem and loss of interest or pleasure in normally
enjoyable activities. According to the World Health Organization,
MDD is the leading cause of disability in the U.S. for persons age
15 to 44. In 2017, an estimated 17.3 million adults in the United
States had at least one major depressive episode in the prior year.
This number represented 7.1% of all adults in the US.
(https://www.nimh.nih.gov/health/statistics/prevalence/major-depression-among-adults.shtml).
Treatment of MDD is characterized by a high level of patient
turnover due to low efficacy and high side effects. It is estimated
that 67% of patients will fail their first line therapy, 75% will
then fail their second line prescription and 80% will then fail
their third line prescription (Rush et al., Control Clin
Trials 2004, 25(1):119-142).
Clinical Experience
with NSI-189
In
2011, we commenced a Phase 1A clinical trial to evaluate the safety
and pharmacokinetics of NSI-189 in healthy volunteers. The study
enrolled 41 healthy male and female subjects into a single
ascending dose phase. No dose-limiting toxicity was observed, and
no serious adverse events (AE) were noted. This study was followed
in 2012 with a Phase 1B randomized, double-blind,
placebo-controlled, multiple-dose escalation study to evaluate
safety, tolerability, pharmacokinetic (PK), and pharmacodynamic
(PD) effects of NSI-189 phosphate in subjects with MDD. Trial data
were presented in June 2014 at the American Society of Clinical
Psychopharmacology Annual Meeting (ASCP) and published in the
journal Molecular Psychiatry (Fava et al., Mol Psychiatry
2016, 21(10):1372-1380). NSI-189 was well tolerated and there were
no serious adverse events.
In
May of 2016, we initiated an exploratory Phase 2 randomized,
placebo-controlled, double-blind clinical trial for the treatment
of MDD in an outpatient setting. The study randomized 220 subjects
into three cohorts: NSI-189 40 mg twice daily (BID), NSI-189 40 mg
once daily (QD), or placebo, and was conducted under the direction
of study principal investigator (PI) Maurizio Fava, MD, Executive
Vice Chair, Department of Psychiatry and Executive Director,
Clinical Trials Network and Institute, Massachusetts General
Hospital. The study did not meet its primary efficacy endpoint of a
statistically significant reduction in depression symptoms on the
Montgomery-Asberg Depression Rating Scale (MADRS), compared to
placebo. Both doses were well-tolerated with no serious adverse
events reported.
On
December 5, 2017, we presented an updated analysis – including
reports on all secondary scales – from the Phase 2 study of NSI-189
in MDD at the 56th American College of Neuropsychopharmacology
(ACNP) Annual Meeting. Three additional patient reported outcomes
showed statistically significant improvements in depressive and
cognitive symptoms; all three patient reported outcome scales (SDQ,
CPFQ, and QIDS-SR) NSI-189 reached statistical significance over
placebo.
In
addition, we presented data on NSI-189’s effect on cognition as
measured by computer-administered objective tests of cognition in
the MDD patients. Two different test methods were used: Cogstate®
and CogScreen®. Cogstate did not yield statistically significant
results. In CogScreen® test, NSI-189 40 mg showed statistically
significant improvement (p<0.05) on objective measures of
executive functioning, attention, working memory, and memory.
NSI-189 appeared to be safe and well tolerated with no serious
adverse events. There were no clinically meaningful changes in body
weight or BMI, or in sexual function inventory. The study results
have been published (Papakostas et al., Mol Psychiatry 2019,
doi: 10.1038/s41380-018-0334-8).
Preclinical Experience with NSI-189
NSI-189 has shown promise in preclinical studies evaluating its
impact in animal models for a number of different disease
indications, including:
|
1. |
Ischemic stroke—in 2017 Tajiri and colleagues
published a manuscript reporting that NSI-189 ameliorated motor and
neurological deficits in a rodent model of ischemic stroke (Tajiri
et al., J Cell Physiol 2017, 232(10):2731-2740) |
|
2. |
Radiation-induced cognitive dysfunction—in 2018
Allen and colleagues published a manuscript reporting that NSI-189
treatment could reverse cognitive deficits in rats caused by
cranial irradiation, a model of cranial radiotherapy in the
treatment of brain tumors (Allen et al., Radiat Res 2018,
189(4):345-353). |
|
3. |
Angelman syndrome—in 2019 Liu and colleagues
published a manuscript reporting that NSI-189 reversed impairments
in cognitive and motor deficits in a rodent model of Angelman
syndrome and increased synaptic strength in sections of brains
taken from these animals (Liu et al., Neuropharmacology
2019, 144:337-344). Angelman syndrome (AS) is a rare congenital
genetic disorder caused by a lack of function in the UBE3A gene on
the maternal 15th chromosome. It affects approximately one in
15,000 people - about 500,000 individuals globally. Symptoms of AS
include developmental delay, lack of speech, seizures, and walking
and balance disorders. |
|
4. |
Diabetes-associated peripheral neuropathy—in 2019
Jolivalt and colleagues published a manuscript reporting that
NSI-189 mitigated or reversed disease-associated central and
peripheral neuropathy in two rodent models of diabetes (Jolivalt et
al., Diabetes 2019, (11):2143-2154). Improvements resulting
from NSI-189 treatment were seen on multiple sensory and cognitive
indices. |
A common theme emerging from these and other preclinical studies
has been the ability of NSI-189 to promote synaptogenesis as well
as hippocampal neurogenesis, along with its neuroprotective
properties. Due to the favorable safety profile seen in the Phase I
and II clinical studies of NSI-189 and the impact on cognitive
measures observed in the Phase II trial in MDD patients, we feel
that this asset may have potential in treatment of one or more
diseases including those described above. On August 9, 2018,
NSI-189 received orphan designation for the treatment of Angelman
syndrome.
Our Technologies
Stem Cells
From a therapeutic perspective, our stem cell-based technology
enables the isolation and large-scale expansion of regionally
specific, human neural stem cells from all areas of the developing
human brain and spinal cord thus enabling the generation of
physiologically relevant human neurons of different types. We
believe that our stem cell technology will enable the replacement
or supplementation of malfunctioning or dead cells thereby creating
a neurotrophic environment that offers protection to neural tissue
as a way to treat disease and injury. Many significant and
currently untreatable human diseases arise from the loss or
malfunction of specific cell types in the body. Our focus is the
development of effective methods to generate replacement cells from
neural stem cells. We believe that creating a neurotrophic
environment by replacing damaged, malfunctioning or dead neural
cells with fully functional ones may be a useful therapeutic
strategy in treating many diseases and conditions of the central
nervous system.
Our Proprietary and Novel Screening Platform
Our human neural stem cell lines form the foundation for functional
cell-based assays used to screen for small molecule compounds that
can impact biologically relevant outcomes such as neurogenesis,
synapse formation, and protection against toxic insults. We have
developed over 300 unique stem cell lines representing multiple
different regions of the developing brain and spinal cord at
multiple different time points in development, enabling the
generation of physiologically relevant human neural cells for
screening, target validation, and mechanism-of-action studies. This
platform provides us with a unique and powerful tool to identify
new chemical entities to treat a broad range of nervous system
conditions.
Small Molecule Pharmaceutical Compounds.
Utilizing our proprietary stem cell-based screening capability, we
have discovered and patented a series of small molecule compounds
that includes NSI-189. We believe our low molecular weight organic
compounds can efficiently cross the blood/brain barrier. In mice,
research indicated that the small molecule compounds both stimulate
neurogenesis of the hippocampus and increase its volume. We believe
the small molecule compounds may promote synaptogenesis and
neurogenesis in the human hippocampus thereby potentially providing
therapeutic benefits in indications such as MDD and may also
provide clinical benefit in indications such as Angelman Syndrome,
Diabetic Neuropathy, Cognition, Stroke and Radiation Induced
Cognitive Deficit.
Research and Development
Historically, substantial resources have been devoted to our
research and development programs. Based upon our in-licensing
and/or acquisition strategy as well as our out-licensing strategy,
we have significantly curtailed our research and development
efforts. We are currently limiting these efforts to winding down
our ongoing pre-clinical and clinical activities, the maintenance
of our intellectual property portfolios and the evaluation of new
technologies for in-licensing and/or acquisition. We anticipate
that if successful in our in-licensing and/or acquisition strategy,
our research and development effort will increase as we commence
development of such technologies or assets.
Intellectual Property
We have developed and maintain a portfolio of patents and patent
applications that form the proprietary base for our research and
development efforts. We own or exclusively license 17 United States
issued and pending patents and over 77 foreign issued and pending
patents in the field of regenerative medicine, related to our stem
cell technologies as well as our small molecule compounds. Our
issued patents have expiration dates ranging from 2023 through
2038.
When appropriate, we seek patent protection for inventions in our
core technologies and in ancillary technologies that support our
core technologies or which we otherwise believe will provide us
with a competitive advantage. We accomplish this by filing patent
applications for discoveries we make, either alone or in
collaboration with scientific collaborators and strategic partners.
Typically, although not always, we file patent applications both in
the United States and in select international markets. In addition,
we plan to obtain licenses or options to acquire licenses to patent
filings from other individuals and organizations that we anticipate
could be useful in advancing our research, development and
commercialization initiatives and our strategic business
interests.
In addition to patenting our technologies, we also rely on
confidential and proprietary information and take active measures
to control access to that information, including the use of
confidentiality agreements with our employees, consultants and
certain of our contractors.
Our policy is to require our employees, consultants and significant
scientific collaborators and sponsored researchers to execute
confidentiality and assignment of invention agreements upon the
commencement of an employment or consulting relationship with us.
These agreements generally provide that all confidential
information developed or made known to the individual by us during
the course of the individual's or entity’s relationship with us, is
to be kept confidential and not disclosed to third parties except
in specific circumstances. In the case of employees and
consultants, the agreements generally provide that all inventions
conceived by the individual or entity in the course of rendering
services to us shall be our exclusive property.
Employees
As of June 30, 2020, we had seven (7) full-time employees. We also
use the services of several outside consultants in business and
scientific matters.
Our Corporate Information
We were incorporated in Delaware in 2001. On October 28, 2019, we
changed our name from Neuralstem, Inc. to Seneca Biopharma, Inc.
Our principal executive offices are located at 20271 Goldenrod
Lane, Germantown, Maryland 20876, and our telephone number is (301)
366-4841. Our website is located at www.senecabio.com.
We have not incorporated by reference into this Registration
Statement, in, or that can be accessed through, our website and you
should not consider it to be a part of this Registration
Statement.
RISK FACTORS
Investing in our securities involves significant risk. Prior to
making a decision about investing in our securities, you should
carefully consider the specific factors set forth below, together
with all of the other information contained or incorporated by
reference in this prospectus. You should also consider the risks,
uncertainties and assumptions discussed under the heading “Risk
Factors” included in our most recent annual report on Form 10-K, as
revised or supplemented by our subsequent quarterly reports on Form
10-Q or our current reports on Form 8-K on file with the SEC, all
of which are incorporated herein by reference, and which may be
amended, supplemented or superseded from time to time by other
reports we file with the SEC in the future. Before making an
investment decision, you should carefully consider these risks as
well as other information we include or incorporate by reference in
this prospectus.
USE OF PROCEEDS
This
prospectus relates to shares of our common stock that may be
offered and sold from time to time by the Selling Stockholders.
There will be no proceeds to us from the sale of shares of common
stock in this offering. In the event the Warrants
held by the selling stockholders are exercised for cash, we will
receive approximately $5,525,533. We will use the proceeds received
from the exercise of warrants, if any, for working capital.
DETERMINATION OF OFFERING
PRICE
This
offering is being made solely to allow the Selling Stockholders to
offer and sell the securities to the public. The Selling
Stockholders may offer for resale some or all of their securities
at the time and price that they choose pursuant to the Plan of
Distribution. On any given day, the price per
share of common stock likely to be based on the market price for
our common stock on the Nasdaq Capital Market.
SELLING STOCKHOLDERS
This
prospectus relates to the offering and sale, from time to time, of
up to 1,757,704 common shares issuable upon the exercise of
Warrants held by the Selling Stockholders. The Warrants issued to
the Selling Stockholders consist of: (i) 26,263 May 2016 Public
Warrants issued to investors in our May 2016 Underwritten Offering,
(ii) 10,386 May 2016 Private Warrants issued to investors in our
May 2016 Private Offering, (iii) 112,500 August 2017 Warrants
issued to investors in our August 2017 Offering, (iv) 150,000
October 2018 Warrants issued to investors in our October 2018
Offering, (v) 9,000 October 2018 PA Warrants issued to placement
agents as compensation in our October 2018 Offering (vi) 413,666
July 2019 Series M Warrants issued to investors in our July 2019
Offering, (vii) 413,666 July 2019 Series N Warrants issued to
investors in our July 2019 Offering (viii) 222,223 July 2019
Underwriter Warrants issued to underwriters as compensation in our
July 2019 Offering; and (ix) 400,000 May 2020 PA Warrants issued to
placement agents as compensation in our May 2020 Offering. For a
further description of each of the foregoing offerings and the
warrants issued thereunder, please see the section of this
Prospectus entitled “Description of Securities to be Registered”
beginning on page 17.
Set
forth below is information, to the extent known to us, setting
forth the name of each Selling Stockholder and the amount and
percentage of Common Stock owned by each (including shares that can
be acquired on the exercise of outstanding Warrants) prior to the
offering, the shares to be sold in the offering, and the amount and
percentage of Common Stock to be owned by each (including shares
that can be acquired on the exercise of outstanding warrants) after
the offering assuming all shares are sold. The footnotes
provide information about persons who have voting and dispositive
power for the Selling Stockholders and about transactions between
the Selling Stockholders and the Company. To the extent such
information is not readily available, we will provide it by
prospectus supplement prior to issuing any shares of Common Stock
underlying the Warrants. Please see Footnote 3 to the selling
stockholder table below.
The
Selling Stockholders may sell all or some of the shares of Common
Stock they are offering, and may sell shares of our Common Stock
otherwise than pursuant to this prospectus. The table below assumes
that each selling stockholder exercises all of its Warrants and
sells all of the shares issued upon exercise thereof, and that each
selling stockholder sells all of the shares offered by it in
offerings pursuant to this prospectus, and does not acquire any
additional shares. We are unable to determine the exact
number of shares that will actually be sold or when or if these
sales will occur.
The
Selling Stockholders may sell all, some or none of their shares in
this offering. See “Plan of Distribution.” The total
number of shares of Common Stock sold under this prospectus may be
adjusted to reflect adjustments due to stock dividends, stock
distributions, splits, combinations, recapitalizations or the
triggering anti-dilution protective provisions (as applicable for
the Warrants) with regard to the Warrants.
Unless otherwise stated below in the footnotes, to our knowledge,
no Selling Stockholder nor any affiliate of such stockholder: (i)
has held any position or office with, been employed by or otherwise
has had any material relationship with us or our affiliates during
the three years prior to the date of this prospectus; or (ii) is a
broker-dealer, or an affiliate of a broker-dealer.
The
Selling Stockholders may sell all or some of the shares of Common
Stock they are offering, and may sell shares of our Common Stock
otherwise than pursuant to this prospectus. The table below assumes
that each Selling Stockholder exercises all of its warrants and
sells all of the shares issued upon exercise thereof, and that each
Selling Stockholder sells all of the shares offered by it in
offerings pursuant to this prospectus, and does not acquire any
additional shares. We are unable to determine the exact number of
shares that will actually be sold or when or if these sales will
occur.
We
may amend or supplement this prospectus from time to time in the
future to update or change this list and shares which may be
resold.
| |
Common Shares Owned Before Sale
(1) |
|
|
|
Common Shares Owned After Sale
(2) |
| |
Held Outright |
|
Convertible
Securities |
|
Amount |
|
% of class |
|
Shares being
registered |
|
Amount |
|
% of Class |
| Water Street Capital, LLC (3)(4) |
- |
|
27 |
|
27 |
|
0.00% |
|
27 |
|
- |
|
* |
| TMB Pacific Global LLC (3)(5) |
- |
|
39 |
|
39 |
|
0.00% |
|
39 |
|
- |
|
* |
| Steven Cohen (3)(6) |
- |
|
270 |
|
270 |
|
0.00% |
|
270 |
|
- |
|
* |
| Stanford Ventures, Inc.(3)(7) |
- |
|
193 |
|
193 |
|
0.00% |
|
193 |
|
- |
|
* |
| Ron Horwath (3)(8) |
- |
|
224 |
|
224 |
|
0.00% |
|
224 |
|
- |
|
* |
| Robert Weiss (3)(9) |
- |
|
54 |
|
54 |
|
0.00% |
|
54 |
|
- |
|
* |
| Rio Norte (3)(10) |
- |
|
39 |
|
39 |
|
0.00% |
|
39 |
|
- |
|
* |
| Radar Alternative Fund LP (3)(11) |
- |
|
77 |
|
77 |
|
0.00% |
|
77 |
|
- |
|
* |
| Paul Creditor (3)(12) |
- |
|
97 |
|
97 |
|
0.00% |
|
97 |
|
- |
|
* |
| Noam Rand (3)(13) |
- |
|
131 |
|
131 |
|
0.00% |
|
131 |
|
- |
|
* |
| Neil Vogel (3)(14) |
- |
|
39 |
|
39 |
|
0.00% |
|
39 |
|
- |
|
* |
| Michael Engmann (3)(15) |
- |
|
565 |
|
565 |
|
0.00% |
|
565 |
|
- |
|
* |
| MDNH Partners LP (3)(16) |
- |
|
283 |
|
283 |
|
0.00% |
|
283 |
|
- |
|
* |
| Mark Mays (3)(17) |
- |
|
693 |
|
693 |
|
0.00% |
|
693 |
|
- |
|
* |
| Kaivalya LLC (3)(18) |
- |
|
20 |
|
20 |
|
0.00% |
|
20 |
|
- |
|
* |
| JJL Capital (3)(19) |
- |
|
39 |
|
39 |
|
0.00% |
|
39 |
|
- |
|
* |
| J
Steven Emerson (3)(20) |
- |
|
1154 |
|
1,154 |
|
0.01% |
|
1,154 |
|
- |
|
* |
| Ikona Global Partners (3)(21) |
- |
|
77 |
|
77 |
|
0.00% |
|
77 |
|
- |
|
* |
| Howard M. Siegel (3)(22) |
- |
|
97 |
|
97 |
|
0.00% |
|
97 |
|
- |
|
* |
| First Harrison Group (3)(23) |
- |
|
39 |
|
39 |
|
0.00% |
|
39 |
|
- |
|
* |
| Emerson Partners (3)(24) |
- |
|
577 |
|
577 |
|
0.00% |
|
577 |
|
- |
|
* |
| Echo Investments LLC (3)(25) |
- |
|
154 |
|
154 |
|
0.00% |
|
154 |
|
- |
|
* |
| Douglas Engmann & Barbara Engmann Trust
(3)(26) |
- |
|
565 |
|
565 |
|
0.00% |
|
565 |
|
- |
|
* |
| Colorado Family Partners LLC (3)(27) |
- |
|
154 |
|
154 |
|
0.00% |
|
154 |
|
- |
|
* |
| Catalyst (3)(28) |
- |
|
20 |
|
20 |
|
0.00% |
|
20 |
|
- |
|
* |
| Auriga Investors Montserrat Global Fund
(3)(29) |
- |
|
9,616 |
|
9,616 |
|
0.06% |
|
9,616 |
|
- |
|
* |
| Anson Investments Master Fund LP
(3)(30) |
- |
|
9,616 |
|
9,616 |
|
0.06% |
|
9,616 |
|
- |
|
* |
| Altitude Investment Partners (3)(31) |
- |
|
154 |
|
154 |
|
0.00% |
|
154 |
|
- |
|
* |
| Alpha Capital Anstalt (3)(32) |
- |
|
1,250 |
|
1,250 |
|
0.01% |
|
1,250 |
|
- |
|
* |
| EZ
MM&B Holdings, LLC A Delaware limited liability company
(3)(33) |
- |
|
5,770 |
|
5,770 |
|
0.03% |
|
5,770 |
|
- |
|
* |
| J.
Steven Emerson IRA Rollover II, Pershing LLC as Custodian
(3)(34) |
- |
|
3,077 |
|
3,077 |
|
0.02% |
|
3,077 |
|
- |
|
* |
| J.
Steven Emerson Roth IRA, Pershing LLC as Custodian
(3)(35) |
- |
|
1,539 |
|
1,539 |
|
0.01% |
|
1,539 |
|
- |
|
* |
| Alto Opportunity Master Fund, SPC - Segregated
Master Portfolio B (3)(36) |
- |
|
18,750 |
|
18,750 |
|
0.11% |
|
18,750 |
|
- |
|
* |
| CVI Investements (3)(37) |
- |
|
46,875 |
|
46,875 |
|
0.27% |
|
46,875 |
|
- |
|
* |
| Hudson Bay Master Fund LTD (3)(38) |
- |
|
46,875 |
|
46,875 |
|
0.27% |
|
46,875 |
|
- |
|
* |
| John J Ewine (3)(39) |
|
|
114,814 |
|
114,814 |
|
0.66% |
|
114,814 |
|
- |
|
* |
| Shailesh Gupta (3)(40) |
- |
|
37,000 |
|
37,000 |
|
0.21% |
|
37,000 |
|
- |
|
* |
| Shailesh Gupta IRA (3)(41) |
- |
|
3,000 |
|
3,000 |
|
0.02% |
|
3,000 |
|
- |
|
* |
| Donny Smith (3)(42) |
- |
|
18,522 |
|
18,522 |
|
0.11% |
|
18,522 |
|
- |
|
* |
| James G Cloud (3)(43) |
- |
|
33,332 |
|
33,332 |
|
0.19% |
|
33,332 |
|
- |
|
* |
| Gordon M Johnson (3)(44) |
- |
|
33,332 |
|
33,332 |
|
0.19% |
|
33,332 |
|
- |
|
* |
| Charles F Robinson (3)(45) |
- |
|
3,300 |
|
3,300 |
|
0.02% |
|
3,300 |
|
- |
|
* |
| Melanie J Thomas R/O IRA (3)(46) |
- |
|
7,400 |
|
7,400 |
|
0.04% |
|
7,400 |
|
- |
|
* |
| NAZIM KARIM OR NILOFAR KARIM O SURVIVOR OF THEIR
TRUSTEES OR TRUSTEES DTD 11/6/2001 FBO THE KARIM FAMILY
(3)(47) |
- |
|
5,550 |
|
5,550 |
|
0.03% |
|
5,550 |
|
- |
|
* |
| Karen L Dixon a Married Woman (3)(48) |
- |
|
4,500 |
|
4,500 |
|
0.03% |
|
4,500 |
|
- |
|
* |
| Ray Blom (3)(49) |
- |
|
5,550 |
|
5,550 |
|
0.03% |
|
5,550 |
|
- |
|
* |
| Glenn Braica (3)(50) |
- |
|
5,550 |
|
5,550 |
|
0.03% |
|
5,550 |
|
- |
|
* |
| Andrew Williams IRA (3)(51) |
- |
|
6,800 |
|
6,800 |
|
0.04% |
|
6,800 |
|
- |
|
* |
| Myung Kyung Angela Cha (3)(52) |
- |
|
5,550 |
|
5,550 |
|
0.03% |
|
5,550 |
|
- |
|
* |
| Philip Smith (3)(53) |
|
|
5,550 |
|
5,550 |
|
0.03% |
|
5,550 |
|
- |
|
* |
| |
Common Shares Owned Before Sale
(1) |
|
|
|
Common Shares Owned After Sale
(2) |
| |
Held Outright |
|
Convertible
Securities |
|
Amount |
|
% of class |
|
Shares being
registered |
|
Amount |
|
% of Class |
| Rhonda Hennessy IRA
(3)(54) |
- |
|
5,550 |
|
5,550 |
|
0.03% |
|
5,550 |
|
- |
|
* |
| EDWARD J SKLANKA REV
TRUST EDWARD J SKLANKA TTEE SUSAN SKLANKA TTEE
(3)(55) |
- |
|
4,000 |
|
4,000 |
|
0.02% |
|
4,000 |
|
- |
|
* |
| Edward J Primka III
(3)(56) |
- |
|
4,000 |
|
4,000 |
|
0.02% |
|
4,000 |
|
- |
|
* |
| IMS Group LLC (3)(57) |
- |
|
3,000 |
|
3,000 |
|
0.02% |
|
3,000 |
|
- |
|
* |
| Ruth A Beisel ROTH
IRA (3)(58) |
- |
|
3,000 |
|
3,000 |
|
0.02% |
|
3,000 |
|
- |
|
* |
| Thomas J Loughlin
(3)(59) |
- |
|
11,000 |
|
11,000 |
|
0.06% |
|
11,000 |
|
- |
|
* |
| Henry D Banaszek
(3)(60) |
- |
|
3,000 |
|
3,000 |
|
0.02% |
|
3,000 |
|
- |
|
* |
| Jean-Paul Bosque
(3)(61) |
- |
|
20,000 |
|
20,000 |
|
0.12% |
|
20,000 |
|
- |
|
* |
| Fox Hollow Holdings INC
(3)(62) |
- |
|
2,700 |
|
2,700 |
|
0.02% |
|
2,700 |
|
- |
|
* |
| Fox Fun Investments LLC
(3)(63) |
- |
|
8,000 |
|
8,000 |
|
0.05% |
|
8,000 |
|
- |
|
* |
| BJI Financial Group INC
(3)(64) |
- |
|
27,000 |
|
27,000 |
|
0.16% |
|
27,000 |
|
- |
|
* |
| Andrew Smukler
(3)(65) |
- |
|
96,000 |
|
96,000 |
|
0.55% |
|
96,000 |
|
- |
|
* |
| RFMF Partners LLC
(3)(66) |
- |
|
10,000 |
|
10,000 |
|
0.06% |
|
10,000 |
|
- |
|
* |
| Wayne Equities LLC
(3)(67) |
- |
|
6,000 |
|
6,000 |
|
0.03% |
|
6,000 |
|
- |
|
* |
| Patricia Winter
(3)(68) |
- |
|
49,444 |
|
49,444 |
|
0.29% |
|
49,444 |
|
- |
|
* |
| First Harrison Group
(3)(69) |
- |
|
16,000 |
|
16,000 |
|
0.09% |
|
16,000 |
|
- |
|
* |
| Quantatative Limited
(3)(70) |
- |
|
7,408 |
|
7,408 |
|
0.04% |
|
7,408 |
|
- |
|
* |
| Marc Friedfertig
(3)(71) |
- |
|
4,444 |
|
4,444 |
|
0.03% |
|
4,444 |
|
- |
|
* |
| Nancy & Brian First
(3)(72) |
- |
|
4,444 |
|
4,444 |
|
0.03% |
|
4,444 |
|
- |
|
* |
| TMB Pacific Global LLC
(3)(73) |
- |
|
14,000 |
|
14,000 |
|
0.08% |
|
14,000 |
|
- |
|
* |
| JJL Capital (3)(74) |
- |
|
6,000 |
|
6,000 |
|
0.03% |
|
6,000 |
|
- |
|
* |
| KDZ Partners LLC
(3)(75) |
- |
|
38,890 |
|
38,890 |
|
0.22% |
|
38,890 |
|
- |
|
* |
| Port Holding (3)(76) |
- |
|
20,000 |
|
20,000 |
|
0.12% |
|
20,000 |
|
- |
|
* |
| BJI Financial Group INC
(3)(77) |
- |
|
10,000 |
|
10,000 |
|
0.06% |
|
10,000 |
|
- |
|
* |
| Steve Rubinstein
(3)(78) |
- |
|
4,444 |
|
4,444 |
|
0.03% |
|
4,444 |
|
- |
|
* |
| RBC Capital Markets LLC Custodian
Thomas J Guerin IRA (3)(79) |
- |
|
3,200 |
|
3,200 |
|
0.02% |
|
3,200 |
|
- |
|
* |
| David D Shively
(3)(80) |
- |
|
3,800 |
|
3,800 |
|
0.02% |
|
3,800 |
|
- |
|
* |
| Golden Valley Tax Services LLC
(3)(81) |
- |
|
3,444 |
|
3,444 |
|
0.02% |
|
3,444 |
|
- |
|
* |
| Cyberbahn Federal Solutions
(3)(82) |
- |
|
7,400 |
|
7,400 |
|
0.04% |
|
7,400 |
|
- |
|
* |
| Clark Slater (3)(83) |
- |
|
4,000 |
|
4,000 |
|
0.02% |
|
4,000 |
|
- |
|
* |
| RBC Capital Markets LLC Custodian
Rosa Arbelo-Velazquez IRA (3)(84) |
- |
|
300 |
|
300 |
|
0.00% |
|
300 |
|
- |
|
* |
| Geisha Alomar (3)(85) |
- |
|
14,800 |
|
14,800 |
|
0.09% |
|
14,800 |
|
- |
|
* |
| RBC Capital Markets LLC Custodian
Rosa Arbelo-Velazquez Roth IRA (3)(86) |
- |
|
300 |
|
300 |
|
0.00% |
|
300 |
|
- |
|
* |
| Glenn E Droge (3)(87) |
- |
|
2,000 |
|
2,000 |
|
0.01% |
|
2,000 |
|
- |
|
* |
| RBC Capital Markets LLC Custodian
Sheila Soto IRA (3)(88) |
- |
|
2,200 |
|
2,200 |
|
0.01% |
|
2,200 |
|
- |
|
* |
| Tim Herman (3)(89) |
- |
|
3,000 |
|
3,000 |
|
0.02% |
|
3,000 |
|
- |
|
* |
| Warberg WF VII LP
(3)(90) |
- |
|
20,000 |
|
20,000 |
|
0.12% |
|
20,000 |
|
- |
|
* |
| KBB Asset Management
(3)(91) |
- |
|
34,000 |
|
34,000 |
|
0.20% |
|
34,000 |
|
- |
|
* |
| Alta Partners (3)(92) |
- |
|
38,592 |
|
38,592 |
|
0.22% |
|
38,592 |
|
- |
|
* |
| KBB Asset Management
(3)(93) |
- |
|
14,800 |
|
14,800 |
|
0.09% |
|
14,800 |
|
- |
|
* |
| James Morizio (3)(94) |
- |
|
7,422 |
|
7,422 |
|
0.04% |
|
7,422 |
|
- |
|
* |
| Michael Vasinkevich
(3)(95) |
- |
|
690,639 |
|
690,639 |
|
3.84% |
|
405,639 |
|
285,000 |
|
1.58% |
| Noam Rubinstein
(3)(96) |
- |
|
338,835 |
|
338,835 |
|
1.92% |
|
198,835 |
|
140,000 |
|
* |
| Mark Viklund (3)(97) |
- |
|
6,937 |
|
6,937 |
|
0.04% |
|
6,937 |
|
- |
|
* |
| Charles Worthman
(3)(98) |
- |
|
10,756 |
|
10,756 |
|
0.06% |
|
6,312 |
|
4,444 |
|
* |
| Craig Schwabe (3)(99) |
- |
|
28,500 |
|
28,500 |
|
0.16% |
|
13,500 |
|
15,000 |
|
* |
| Armistice capital Master Fund
Ltd.(3)(100) |
- |
|
75,000 |
|
75,000 |
|
0.43% |
|
75,000 |
|
- |
|
* |
| Sabby Volatility Warrant Master
Fund, Ltd. (3)(101) |
- |
|
771,296 |
|
771,296 |
|
4.27% |
|
75,000 |
|
696,296 |
|
3.85% |
| |
- |
|
2,898,444 |
|
2,898,444 |
|
14.35% |
|
1,757,704 |
|
1,140,740 |
|
5.65% |
* Less than 1%.
(1) Pursuant
to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership
includes any common shares (“Common Shares”) as to which a
shareholder has sole or shared voting power or investment power,
and also any Common Shares which the shareholder has the right to
acquire within 60 days, including upon exercise of Common Shares
purchase options or warrants. There were 17,295,703 Common Shares
outstanding as of August 7, 2020. All shares referenced below are
Common Shares.
(2) Includes
the sale of all Common Shares registered herein.
(3) Certain
information regarding each individual selling stockholder’s
ownership of common shares before and after the sales of securities
registered hereunder, as well as certain individuals holding voting
and dispositive control of the securities is not currently known as
this time. Such amounts and applicable persons will be provided by
s prospectus supplement prior to the issuance of any of the shares
of Common Stock underlying the Warrants.
(4) The shares
being registered include 27 Common Shares underlying May 2016
Public Warrants issued in our May 2016 Underwritten Offering.
(5) The shares
being registered include 39 Common Shares underlying May 2016
Public Warrants issued in our May 2016 Underwritten Offering.
(6) The shares
being registered include 270 Common Shares underlying May 2016
Public Warrants issued in our May 2016 Underwritten Offering.
(7) The shares
being registered include 193 Common Shares underlying May 2016
Public Warrants issued in our May 2016 Underwritten Offering.
(8) The shares
being registered include 224 Common Shares underlying May 2016
Public Warrants issued in our May 2016 Underwritten Offering.
(9) The shares
being registered include 54 Common Shares underlying May 2016
Public Warrants issued in our May 2016 Underwritten Offering.
(10) The shares being
registered include 39 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(11) The shares being
registered include 77 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(12) The shares being
registered include 97 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(13) The shares being
registered include 131 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(14) The shares being
registered include 39 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(15) The shares being
registered include 565 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(16) The shares being
registered include 283 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(17) The shares being
registered include 693 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(18) The shares being
registered include 20 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(19) The shares being
registered include 39 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(20) The shares being
registered include 1,154 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(21) The shares being
registered include 77 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(22) The shares being
registered include 97 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(23) The shares being
registered include 39 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(24) The shares being
registered include 577 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(25) The shares being
registered include 154 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(26) The shares being
registered include 565 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(27) The shares being
registered include 154 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(28) The shares being
registered include 20 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(29) The shares being
registered include 9,616 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(30) The shares being
registered include 9,616 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(31) The shares being
registered include 154 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(32) The shares being
registered include 1,250 Common Shares underlying May 2016 Public
Warrants issued in our May 2016 Underwritten Offering.
(33) The shares being
registered include 5,770 Common Shares underlying May 2016 Private
Warrants issued in our May 2016 Private Offering.
(34) The shares being
registered include 3,077 Common Shares underlying May 2016 Private
Warrants issued in our May 2016 Private Offering.
(35) The shares being
registered include 1,539 Common Shares underlying May 2016 Private
Warrants issued in our May 2016 Private Offering.
(36) The shares being
registered include 18,750 Common Shares underlying August 2017
Warrants issued in our August 2017 Offering.
(37) The shares being
registered include 46,875 Common Shares underlying August 2017
Warrants issued in our August 2017 Offering.
(38) The shares being
registered include 46,875 Common Shares underlying August 2017
Warrants issued in our August 2017 Offering.
(39) The shares being
registered include (i) 57,407 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 57,407
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(40) The shares being
registered include (i) 18,500 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 18,500
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(41) The shares being
registered include (i) 1,500 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 1,500
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(42) The shares being
registered include (i) 9,261 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 9,261
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(43) The shares being
registered include (i) 16,666 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 16,666
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(44) The shares being
registered include (i) 16,666 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 16,666
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(45) The shares being
registered include (i) 1,650 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 1,650
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(46) The shares being
registered include (i) 3,700 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 3,700
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(47) The shares being
registered include (i) 2,775 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 2,775
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(48) The shares being
registered include (i) 2,250 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 2,250
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(49) The shares being
registered include (i) 2,775 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 2,775
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(50) The shares being
registered include (i) 2,775 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 2,775
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(51) The shares being
registered include (i) 3,400 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 3,400
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(52) The shares being
registered include (i) 2,775 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 2,775
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(53) The shares being
registered include (i) 2,775 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 2,775
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(54) The shares being
registered include (i) 2,775 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 2,775
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(55) The shares being
registered include (i) 2,000 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 2,000
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(56) The shares being
registered include (i) 2,000 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 2,000
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(57) The shares being
registered include (i) 1,500 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 1,500
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(58) The shares being
registered include (i) 1,500 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 1,500
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(59) The shares being
registered include (i) 5,500 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 5,500
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(60) The shares being
registered include (i) 1,500 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 1,500
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(61) The shares being
registered include (i) 10,000 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 10,000
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(62) The shares being
registered include (i) 1,350 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 1,350
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(63) The shares being
registered include (i) 4,000 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 4,000
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(64) The shares being
registered include (i) 13,500 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 13,500
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(65) The shares being
registered include (i) 48,000 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 48,000
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(66) The shares being
registered include (i) 5,000 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 5,000
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(67) The shares being
registered include (i) 3,000 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 3,000
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(68) The shares being
registered include (i) 24,722 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 24,722
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(69) The shares being
registered include (i) 8,000 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 8,000
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(70) The shares being
registered include (i) 3,704 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 3,704
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(71) The shares being
registered include (i) 2,222 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 2,222
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(72) The shares being
registered include (i) 2,222 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 2,222
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(73) The shares being
registered include (i) 7,000 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 7,000
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(74) The shares being
registered include (i) 3,000 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 3,000
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(75) The shares being
registered include (i) 19,445 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 19,445
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(76) The shares being
registered include (i) 10,000 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 10,000
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(77) The shares being
registered include (i) 5,000 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 5,000
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(78) The shares being
registered include (i) 2,222 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 2,222
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(79) The shares being
registered include (i) 1,600 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 1,600
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(80) The shares being
registered include (i) 1,900 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 1,900
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(81) The shares being
registered include (i) 1,722 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 1,722
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(82) The shares being
registered include (i) 3,700 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 3,700
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(83) The shares being
registered include (i) 2,000 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 2,000
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(84) The shares being
registered include (i) 150 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 150
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(85) The shares being
registered include (i) 7,400 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 7,400
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(86) The shares being
registered include (i) 150 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii)
150Common Shares underlying July 2019 Series N Warrants issued in
our July 2019 Offering.
(87) The shares being
registered include (i) 1,000 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 1,000
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(88) The shares being
registered include (i) 1,100 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 1,100
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(89) The shares being
registered include (i) 1,500 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 1,500
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(90) The shares being
registered include (i) 10,000 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 10,000
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(91) The shares being
registered include (i) 17,000 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 17,000
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(92) The shares being
registered include (i) 19,296 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 19,296
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(93) The shares being
registered include (i) 7,400 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 7,400
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(94) The shares being
registered include (i) 3,711 Common Shares underlying July 2019
Series M Warrants issued in our July 2019 Offering, and (ii) 3,711
Common Shares underlying July 2019 Series N Warrants issued in our
July 2019 Offering.
(95) The shares being
registered include (i) 143,334 Common Shares underlying July 2019
Underwriter Warrants issued in our July 2019 Offering, (ii) 5,805
Common Shares underlying October 2018 PA Warrants issued in our
October 2018 Offering, and (iii) 256,500 Common Shares underlying
May 2020 PA Warrants issued in our May 2020 Offering. Michael
Vasinkevich is an associated person of H.C. Wainwright & Co.,
LLC, a registered broker-dealer.
(96) The shares being
registered include (i) 70,000 Common Shares underlying July 2019
Underwriter Warrants issued in our July 2019 Offering, (ii) 2,835
Common Shares underlying October 2018 PA Warrants issued in our
October 2018 Offering, and (iii) 126,000 Common Shares underlying
May 2020 PA Warrants issued in our May 2020 Offering. Noam
Rubinstein is an associated person of H.C. Wainwright & Co.,
LLC, a registered broker-dealer.
(97) The shares being
registered include (i) 6,667 Common Shares underlying July 2019
Underwriter Warrants issued in our July 2019 Offering and (ii) 270
Common Shares underlying October 2018 PA Warrants issued in our
October 2018 Offering. Mark Viklund is an associated person of H.C.
Wainwright & Co., LLC, a registered broker-dealer.
(98) The shares being
registered include (i) 2,222 Common Shares underlying July 2019
Underwriter Warrants issued in our July 2019 Offering, (ii) 90
Common Shares underlying October 2018 PA Warrants issued in our
October 2018 Offering, and (iii) 4,000 Common shares underlying May
2020 PA Warrants issued in our May 2020 Offering. Charles Worthman
is an associated person of H.C. Wainwright & Co., LLC, a
registered broker-dealer.
(99) The shares being
registered include 13,500 Common Shares underlying May 2020 PA
Warrants issued in our May 2020 Offering. Craig Schwabe is an
associated person of H.C. Wainwright & Co., LLC, a registered
broker-dealer.
(100) The shares being registered
include 75,000 Common Shares underlying October 2018 Warrants
issued in our October 2018 Offering.
(101) The shares being registered
include 75,000 Common Shares underlying October 2018 Warrants
issued in our October 2018 Offering.
DESCRIPTION OF SECURITIES TO BE
REGISTERED
Description of
Warrants
As of August 7, 2020, there were warrants to purchase 4,926,743
shares of our common stock outstanding at a weighted-average
exercise price of $4.05 per share and expiration dates from October
31, 2020 through May 22, 2025.
There is no established market for any of our warrants.
With
respect to the 794,038 shares underlying Warrants being registered,
the Warrants consist of the following:
May 2016 Public Warrants
On May 6, 2016, we completed
the May 2016 Underwritten Offering, consisting of (i) shares of
Common stock and (i) May 2016 Public Warrants. The May 2016 Public
Warrants currently have an exercise price of $0.90 per share and
expire on May 6, 2021. We are registering 26,263 shares of Common
Stock underlying the May 2016 Public Warrants.
Form. The May 2016 Public Warrants were issued as individual
warrants to each of the investors. You should review a copy of the
form of May 2016 Public Warrant, attached as Exhibit 4.1 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 4, 2016 for a complete description of the terms
and conditions of the May 2016 Public Warrants.
Exercisability. The May 2016 Public Warrants are exercisable
immediately after the date of issuance, and at any time to the date
that is five years from the date of issuance, at which time any
unexercised May 2016 Public Warrants will expire and cease to be
exercisable. The May 2016 Warrants will be exercisable, at the
option of each holder, in whole or in part by delivering to us a
duly executed exercise notice and by payment in full in immediately
available funds for the number of shares of Common Stock purchased
upon such exercise. If at any time after the initial exercise date,
a registration statement registering the issuance of the shares of
Common Stock underlying the May 2016 Public Warrants under the
Securities Act, is not then effective or available, the holder may
exercise the May 2016 Public Warrants through a cashless exercise,
in whole or in part, in which case the holder would receive upon
such exercise the net number of shares of Common Stock determined
according to the formula set forth in the May 2016 Public Warrant.
No fractional shares of Common Stock will be issued in connection
with the exercise of a May 2016 Public Warrant. In lieu of
fractional shares, we will either pay the holder an amount in cash
equal to the fractional amount multiplied by the exercise price or
round up to the next whole share.
Exercise Limitation. A holder will not have the right to
exercise any portion of the May 2016 Public Warrant if the holder
(together with its affiliates) would beneficially own in excess of
4.99% of the number of shares of our stock outstanding immediately
after giving effect to the exercise, as such percentage ownership
is determined in accordance with the terms of the warrants.
However, any holder may increase or decrease such percentage to any
other percentage not in excess of 9.99% upon notice to us, provided
that any increase in this limitation will not be effective until 61
days after such notice from the holder to us.
Exercise Price; Anti-Dilution. Each May 2016 Public Warrant
is exercisable for the purchase of a share of Common Stock at an
exercise price of $0.90 per whole share, payable in U.S. dollars at
the time of filing of this Prospectus. The exercise price is
subject to adjustment in the event of sales of our Common Stock at
a price per share less than the exercise price then in effect (or
securities convertible or exercisable into Common Stock at a
conversion or exercise price less than the exercise price then in
effect). In addition, the exercise price and the number of shares
issuable upon exercise are subject to adjustment in the event of
certain stock dividends and distributions, stock splits, stock
combinations, reclassifications or similar events affecting our
shares of Common Stock, and also upon any distributions of assets,
including cash, stock or other property to our stockholders.
Transferability. Subject to applicable laws, the May 2016
Public Warrants may be offered for sale, sold, transferred or
assigned without our consent. There is currently no trading market
for the May 2016 Public Warrants and a trading market is not
expected to develop.
Exchange Listing. There is no established public trading
market for the May 2016 Public Warrants, and we do not intend to
apply to list the May 2016 Public Warrants on any securities
exchange or automated quotation system
Fundamental Transactions. In the event of a fundamental
transaction, as described in the May 2016 Public Warrants and
generally including any reorganization, recapitalization or
reclassification of our Common Stock, the sale, transfer or other
disposition of all or substantially all of our properties or
assets, our consolidation or merger with or into another person,
the holders of the May 2016 Public Warrants will be entitled to
receive upon exercise of the May 2016 Public Warrants the kind and
amount of securities, cash or other property that the holders would
have received had they exercised the warrants immediately prior to
such fundamental transaction.
A
“Fundamental Transaction” is defined under the May 2016 Public
Warrants as (i) we or any of our subsidiaries shall directly
or indirectly (1) consolidate or merge with or into any other
entity other than a subsidiary of ours, or (2) sell, lease,
license, other than for purposes of granting a security interest
assign, transfer, convey or otherwise dispose of all or
substantially all of our respective properties or assets to any
other person or entity, or (3) allow any other entity to make
a purchase, tender or exchange offer that is accepted by the
holders of more than 50% of the outstanding shares of our voting
stock (4) reorganize, recapitalize or reclassify our common stock
or enter into any compulsory share exchange pursuant to which the
common stock is effectively converted into or exchanged for cash or
other property or (5) consummate a stock or share purchase
agreement or other business combination with any other entity
whereby such other person or entity acquires more than 50% of the
outstanding shares of our voting stock.
Rights as a Stockholder. Except as otherwise provided in the
warrants or by virtue of such holder’s ownership of shares of our
Common Stock, the holder of a May 2016 Public Warrant does not have
the rights or privileges of a holder of our Common Stock, including
any voting rights, until the holder exercises the May 2016 Public
Warrant.
May 2016 Private Warrants
On May 14, 2016, we completed
the May 2016 Private Offering, consisting of (i) shares of Common
stock and (i) May 2016 Private Warrants. The May 2016 Private
Warrants currently have an exercise price of $0.90 per share and
expire on May 14, 2021. We are registering 10,386 shares of Common
Stock underlying the May 2016 Private Warrants.
The May 2016 Private Warrants
contain substantially the same terms as the May 2016 Public
Warrants that were issued in our May 2016 Underwritten Offering.
Please see “May 2016 Public Warrants” described above in our
“Description of Securities to be Registered” section of this
Prospectus.
August 2017
Warrants
On August 1, 2017, we
completed the August 2017 Offering, consisting of (i) shares of
Common stock and (ii) August 2017 Warrants. The August 2017
Warrants currently have an exercise price of $0.90 per share and
expire on July 30, 2024. We are registering 112,500 shares of
Common Stock underlying the August 2017 Warrants.
Form. The August 2017 Warrants were issued as individual
warrant agreements to the investors. You should review a copy of
the form of August 2017 Warrant, attached as Exhibit 4.1 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 28, 2017 for a complete description of the terms
and conditions of the August 2017 Warrants.
Exercisability. The August 2017 Warrants are exercisable at
any time after their issuance until the seven (7) year anniversary
of their issuance. The August 2017 Warrants will be exercisable, at
the option of each holder, in whole or in part by delivering to us
a duly executed exercise notice and, at any time a registration
statement registering the issuance of the shares of Common Stock
underlying the August 2017 Warrants under the Securities Act is
effective and available for the issuance of such shares, by payment
in full in immediately available funds for the number of shares of
Common Stock purchased upon such exercise. No fractional shares of
Common Stock will be issued in connection with the exercise of an
August 2017 warrant, but rather the number of shares of Common
Stock to be issued shall be rounded up to the nearest whole number.
If a registration statement under the Securities Act covering the
exercise of the August 2017 Warrants is not available in the
future, then the holder may exercise the August 2017 Warrants using
“cashless exercise,” in whole or in part, in which case the holder
would receive upon such exercise the net number of shares of Common
Stock determined according to the formula set forth in the August
2017 Warrant.
Limitations on Exercise and Issuance. A holder may not
exercise an August 2017 Warrant and we may not issue shares of
Common Stock under the August 2017 Warrants if, after giving effect
to the exercise or issuance the holder, together with its
affiliates, would beneficially own in excess of 4.99% (or, at the
election of the holder, 9.99%) of the outstanding shares of our
Common Stock. At each holder’s option, the cap may be increased or
decreased to any other percentage not in excess of 9.99%, except
that any increase will not be effective until the 61st day after
notice to us.
Exercise Price; Anti-Dilution. Each August 2017 Warrant is
exercisable for the purchase of a share of Common Stock at an
exercise price of $0.90 per whole share at the time of filing of
this Prospectus. The exercise price is subject to adjustment in the
event of sales of our Common Stock at a price per share less than
the exercise price then in effect (or securities convertible or
exercisable into Common Stock at a conversion or exercise price
less than the exercise price then in effect). In addition, the
exercise price and the number of shares issuable upon exercise are
subject to adjustment in the event of certain stock dividends and
distributions, stock splits, issuances of variable priced
securities, or similar events affecting our shares of Common Stock,
and also upon any distributions of assets, including cash, stock or
other property to our stockholders.
Transferability. Subject to applicable laws, the August 2017
Warrants may be offered for sale, sold, transferred or assigned
without our consent. However, there is no established public
trading market for the August 2017 Warrants and we do not expect
one to develop.
Fundamental Transactions. The August 2017 Warrants prohibit
us from entering into transactions constituting a “fundamental
transaction” (as defined in the August 2017 Warrants) unless the
successor entity assumes all of our obligations under the August
2017 Warrants and the other transaction documents in a written
agreement approved by the “required holders” of the August 2017
Warrants. The definition of “fundamental transaction” includes, but
is not limited to, mergers, a sale of all or substantially all our
assets, certain tender offers and other transactions that result in
a change of control. Notwithstanding the preceding paragraph, in
the event of any “fundamental transaction,” the holders of the
August 2017 Warrants will be entitled to receive, in lieu of our
shares and at the holders’ option, cash in an amount equal to the
Black Scholes value (as defined in the form of August 2017 Warrant)
of the remaining unexercised portion of the August 2017 Warrant on
the date of the transaction.
Rights as a Stockholder. Except as otherwise provided in the
August 2017 Warrants or by virtue of such holder’s ownership of
shares of Common Stock, the holder of an August 2017 Warrant does
not have the rights or privileges of a holder of Common Stock,
including any voting rights, until the holder exercises the August
2017 Warrant.
Waivers and Amendments. The terms of the August 2017
Warrants may be amended or waived with the written consent of the
Company and the holders of outstanding August 2017 Warrants
representing at least 50.1% of the shares of Common Stock
underlying such August 2017 Warrants at the time of such
modification.
Market and Exchange Listing. There is no established public
trading market for the August 2017 Warrants, and we do not intend
to apply to list the August 2017 Warrants on any securities
exchange or automated quotation system.
October 2018 Warrants
On October 29, 2018, we completed the October 2018 Offering,
consisting of (i) shares of Common Stock and October 2018 Warrants.
The October 2018 Warrants have an exercise price of $15.00 per
share and expire on October on April 29, 2024. We are registering 150,000 shares of
Common Stock underlying the October 2018 Warrants.
Form. The October 2018 Warrants were issued as individual
warrants to each of the investors. You should review a copy of the
form of October 2018 Warrant, attached as Exhibit 4.1 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 29, 2018 for a complete description of the
terms and conditions of the October 2018 Warrants.
Exercisability. The October 2018 Warrants are exercisable
beginning April 29, 2019, and at any time to the date that is April
29, 2024, at which time any unexercised October 2018 Warrants will
expire and cease to be exercisable. The October 2018 Warrants will
be exercisable, at the option of each holder, in whole or in part
by delivering to us a duly executed exercise notice and by payment
in full in immediately available funds for the number of shares of
Common Stock purchased upon such exercise. If at any time after the
initial exercise date, a registration statement registering the
issuance of the shares of Common Stock underlying the October 2018
Warrants under the Securities Act, is not then effective or
available, the holder may exercise the October 2018 Warrants
through a cashless exercise, in whole or in part, in which case the
holder would receive upon such exercise the net number of shares of
Common Stock determined according to the formula set forth in the
October 2018 Warrants. No fractional shares of Common Stock will be
issued in connection with the exercise of an October 2018 Warrant.
In lieu of fractional shares, we will either pay the holder an
amount in cash equal to the fractional amount multiplied by the
exercise price or round up to the next whole share.
Exercise Limitation. A holder will not have the right to
exercise any portion of the October 2018 Warrant if the holder
(together with its affiliates) would beneficially own in excess of
4.99% of the number of shares of our stock outstanding immediately
after giving effect to the exercise, as such percentage ownership
is determined in accordance with the terms of the warrants.
However, any holder may increase or decrease such percentage to any
other percentage not in excess of 9.99% upon notice to us, provided
that any increase in this limitation will not be effective until 61
days after such notice from the holder to us.
Exercise Price. Each October 2018 Warrant is exercisable for
the purchase of a share of Common Stock at an exercise price of
$15.00 per whole share, payable in U.S. dollars at the time of
filing of this Prospectus. The exercise price and the number of
shares issuable upon exercise are subject to adjustment in the
event of certain stock dividends and distributions, stock splits,
stock combinations, reclassifications or similar events affecting
our shares of Common Stock, and also upon any distributions of
assets, including cash, stock or other property to our
stockholders.
Transferability. Subject to applicable laws, the October
2018 Warrants may be offered for sale, sold, transferred or
assigned without our consent. There is currently no trading market
for the October 2018 Warrants and a trading market is not expected
to develop.
Exchange Listing. There is no established public trading
market for the October 2018 Warrants, and we do not intend to apply
to list the October 2018 Warrants on any securities exchange or
automated quotation system.
Fundamental Transactions. In the event of a fundamental
transaction, as described in the October 2018 Warrants and
generally including any reorganization, recapitalization or
reclassification of our Common Stock, the sale, transfer or other
disposition of all or substantially all of our properties or
assets, our consolidation or merger with or into another person,
the holders of the May 2016 Public Warrants will be entitled to
receive upon exercise of the May 2016 Public Warrants the kind and
amount of securities, cash or other property that the holders would
have received had they exercised the warrants immediately prior to
such fundamental transaction.
Fundamental Transaction. In the event of a fundamental
transaction, as described in the October 2018 Warrants and
generally including any reorganization, recapitalization or
reclassification of our Common Stock, the sale, transfer or other
disposition of all or substantially all of our properties or
assets, our consolidation or merger with or into another person,
the acquisition of more than 50% of our outstanding Common Stock,
or any person or group becoming the beneficial owner of 50% of the
voting power represented by our outstanding Common Stock, the
holders of the October 2018 Warrants will be entitled to receive
upon exercise of the their respective warrants, the kind and amount
of securities, cash or other property that the holders would have
received had they exercised such warrants immediately prior to such
fundamental transaction. In addition, in the event of a fundamental
transaction, subject to an exception as described in the October
2018 Warrants, the holders of the October 2018 Warrants have the
right to require us or a successor entity to redeem such warrants
for cash (or, under certain circumstances, for consideration in the
same form as the consideration in the fundamental transaction) in
the amount of the Black Scholes value of the unexercised portion of
the October 2018 Warrants within 30 days of the date of the
consummation of the fundamental transaction as described in the
October 2018 Warrants.
Rights as a Stockholder. Except as otherwise provided in the
warrants or by virtue of such holder’s ownership of shares of our
Common Stock, the holder of an October 2018 Warrant does not have
the rights or privileges of a holder of our Common Stock, including
any voting rights, until the holder exercises the October 2018
Warrant.
October 2018 PA
Warrants
Pursuant to our October 2018
Offering, we issued 9,000 October 2018 PA Warrants. The October
2018 PA Warrants currently have an exercise price of $17.50 per
share and expire on April 29, 2019. We are registering 9,000 shares
of Common Stock underlying the October 2018 PA Warrants.
The October 2018 PA Warrants
contain substantially the same terms as the October 2018 Warrants
that were issued in our October 2018 Offering, except as described
herein. Please see “October 2018 Warrants” described above in our
“Description of Securities to be Registered” section of this
Prospectus.
July 2019 Series M and Series N Warrants
On July 30,2019, we completed
the July 2019 Offering consisting of (i) shares of Common stock,
(ii) July 2019 Series M Warrants, and (iii) July 2019 Series N
Warrants. The July 2019 Series M Warrants and July 2019 Series N
Warrants both currently have an exercise price of $2.70 per share.
The July 2019 Series M Warrants expire on December 31, 2020 and the
July 2019 Series N Warrants expire on July 30, 2024. We are
registering (i) 413,666 shares of Common Stock underlying the July
2019 Series M Warrants and (ii) 413,666 shares of Common Stock
underlying the July 2019 Series N Warrants.
Form. The July 2019 Series M Warrants and July 2019 Series N
Warrants were issued as individual warrants to the investors. You
should review a copy of the form of July 2019 Series M Warrant and
July 2019 Series N Warrant, attached as Exhibit 4.45 to the
Registration Statement on Form S-1/A filed with the Securities and
Exchange Commission on July 24, 2019 for a complete description of
the terms and conditions of the July 2019 Series M Warrants and
July 2019 Series N Warrants.
Exercisability. The July 2019 Series M Warrants and July
2019 Series N Warrants are exercisable, at the option of each
holder, in whole or in part, by delivering to us a duly executed
exercise notice accompanied by payment in full for the number of
shares of our Common Stock purchased upon such exercise (except in
the case of a cashless exercise as discussed below). A holder
(together with its affiliates) may not exercise any portion of the
July 2019 Series M Warrants and July 2019 Series N Warrants to the
extent that the holder would own more than 4.99% (or at the
election of a holder, 9.99%) of the outstanding Common Stock
immediately after exercise. At each holder’s option, the cap may be
increased or decreased to any other percentage not in excess of
9.99%, except that any increase will not be effective until the
61st day after notice to us.
Duration and Exercise Price. Each July 2019 Series M Warrant
and July 2019 Series N Warrants has a current exercise price equal
to $2.70 per share of Common Stock. The July 2019 Series M Warrants
and July 2019 Series N Warrants are immediately exercisable and the
July 2019 Series M Warrants expire on December 31, 2020 and the
July 2019 Series N Warrants expire on July 25, 2024. The exercise
price and number of shares of Common Stock issuable upon exercise
is subject to appropriate adjustment in the event of stock
dividends, stock splits, reorganizations or similar events
affecting our Common Stock and the exercise price.
Cashless Exercise. If, at the time a holder exercises its
July 2019 Series M Warrants or July 2019 Series N Warrants, a
registration statement registering the issuance of the shares of
Common Stock underlying the 2019 Series M Warrants and July 2019
Series N Warrants under the Securities Act is not then effective or
available for the issuance of such shares, then in lieu of making
the cash payment otherwise contemplated to be made to us upon such
exercise in payment of the aggregate exercise price, the holder may
elect instead to receive upon such exercise (either in whole or in
part) the net number of shares of Common Stock determined according
to a formula set forth in the July 2019 Series M Warrants and July
2019 Series N Warrants.
Fractional Shares. No fractional shares of Common Stock will
be issued upon the exercise of the July 2019 Series M Warrants and
July 2019 Series N Warrants. In lieu of fractional shares, we will
either pay the holder an amount in cash equal to the fractional
amount multiplied by the exercise price or round up to the next
whole share.
Transferability Subject to applicable laws, a July 2019
Series M Warrant and July 2019 Series N Warrant may be transferred
at the option of the holder upon surrender of the July 2019 Series
M Warrant and July 2019 Series N Warrant to us together with
the appropriate instruments of transfer.
Exchange Listing. There is no trading market available for
the July 2019 Series M Warrants or July 2019 Series N Warrants on
any securities exchange or nationally recognized trading system. We
do not intend to list the July 2019 Series M Warrants or July 2019
Series N Warrants on any securities exchange or nationally
recognized trading system.
Right as a Stockholder. Except as otherwise provided in the
July 2019 Series M Warrants and July 2019 Series N Warrants, or by
virtue of such holder’s ownership of shares of our Common Stock,
the holders of the July 2019 Series M Warrants and July 2019 Series
N Warrants do not have the rights or privileges of holders of our
Common Stock, including any voting rights, until they exercise
their respective July 2019 Series M Warrants or July 2019 Series N
Warrants. The July 2019 Series M Warrants and July 2019 Series N
Warrants provide that holders have the right to participate in
distributions or dividends paid on our Common Stock.
Fundamental Transaction. In the event of a fundamental
transaction, as described in the July 2019 Series M Warrants and
July 2019 Series N Warrants and generally including any
reorganization, recapitalization or reclassification of our Common
Stock, the sale, transfer or other disposition of all or
substantially all of our properties or assets, our consolidation or
merger with or into another person, the acquisition of more than
50% of our outstanding Common Stock, or any person or group
becoming the beneficial owner of 50% of the voting power
represented by our outstanding Common Stock, the holders of the
July 2019 Series M Warrants and July 2019 Series N Warrants will be
entitled to receive upon exercise of the their respective warrants,
the kind and amount of securities, cash or other property that the
holders would have received had they exercised such warrants
immediately prior to such fundamental transaction. In addition, in
the event of a fundamental transaction, subject to an exception as
described in the July 2019 Series M Warrants and July 2019 Series N
Warrants, the holders of the July 2019 Series M Warrants and July
2019 Series N Warrants N Warrants have the right to require us or a
successor entity to redeem such warrants for cash (or, under
certain circumstances, for consideration in the same form as the
consideration in the fundamental transaction) in the amount of the
Black Scholes value of the unexercised portion of the July 2019
Series M Warrants and July 2019 Series N Warrants within 30 days of
the date of the consummation of the fundamental transaction as
described in the July 2019 Series M Warrants and July 2019 Series N
Warrants.
July 2019 Underwriter Warrants
Pursuant to our July 2019
Offering, we issued 222,223 July 2019 Underwrite Warrants. The July
2019 Underwriter Warrants currently have an exercise price of
$3.375 per share and expire on July 25, 2024. We are registering
222,223 shares of Common Stock underlying the July 2019 Underwriter
Warrants.
The July 2019 Underwriter
Warrants contain substantially the same terms as the July 2019
Series N Warrants that were issued in our July 2019 Offering,
except as described herein. Please see “July 2019 Series M and
Series N Warrants” described above in our “Description of
Securities to be Registered” section of this Prospectus.
May 2020 PA
Warrants
Pursuant to our May 2020
Offering, we issued 400,000 May 2020 PA Warrants. The May 2020 PA
Warrants currently have an exercise price of $1.25 per share and
expire on May 22, 2025. We are registering 400,000 shares of Common
Stock underlying the May 2020 PA Warrants.
Form. The May 2020 PA Warrants were issued to our placement
agent as partial compensation. You should review a copy of the form
of May 2020 PA Warrant, attached as Exhibit 4.01 to the Current
Report on Form 8-K filed with the Securities and Exchange
Commission on May 27, 2020 for a complete description of the terms
and conditions of the May 2020 PA Warrants.
Exercisability. The May 2020 PA Warrants are exercisable, at
the option of each holder, in whole or in part, by delivering to us
a duly executed exercise notice accompanied by payment in full for
the number of shares of our Common Stock purchased upon such
exercise (except in the case of a cashless exercise as discussed
below). A holder (together with its affiliates) may not exercise
any portion of the May 2020 PA Warrants to the extent that the
holder would own more than 4.99% (or at the election of a holder,
9.99%) of the outstanding Common Stock immediately after exercise.
At each holder’s option, the cap may be increased or decreased to
any other percentage not in excess of 9.99%, except that any
increase will not be effective until the 61st day after notice to
us.
Duration and Exercise Price. Each May 2020 PA Warrant has a
current exercise price equal to $1.25 per share of Common Stock.
The May 2020 PA Warrants are immediately exercisable and the May
2020 PA Warrants expire on May 22, 2025. The exercise price and
number of shares of Common Stock issuable upon exercise is subject
to appropriate adjustment in the event of stock dividends, stock
splits, reorganizations or similar events affecting our Common
Stock and the exercise price.
Cashless Exercise. If, at the time a holder exercises its
May 2020 PA Warrants, a registration statement registering the
issuance of the shares of Common Stock underlying the May 2020 PA
Warrants under the Securities Act is not then effective or
available for the issuance of such shares, then in lieu of making
the cash payment otherwise contemplated to be made to us upon such
exercise in payment of the aggregate exercise price, the holder may
elect instead to receive upon such exercise (either in whole or in
part) the net number of shares of Common Stock determined according
to a formula set forth in the May 2020 PA Warrants.
Fractional Shares. No fractional shares of Common Stock will
be issued upon the exercise of May 2020 PA Warrants. In lieu of
fractional shares, we will either pay the holder an amount in cash
equal to the fractional amount multiplied by the exercise price or
round up to the next whole share.
Transferability Subject to applicable laws, May 2020 PA
Warrant may be transferred at the option of the holder upon
surrender of the May 2020 PA Warrant to us together with the
appropriate instruments of transfer.
Exchange Listing. There is no trading market available for
the May 2020 PA Warrants on any securities exchange or nationally
recognized trading system. We do not intend to list the May 2020 PA
Warrants on any securities exchange or nationally recognized
trading system.
Right as a Stockholder. Except as otherwise provided in the
May 2020 PA Warrants, or by virtue of such holder’s ownership of
shares of our Common Stock, the holders of the May 2020 PA Warrants
do not have the rights or privileges of holders of our Common
Stock, including any voting rights, until they exercise their May
2020 PA Warrants. The May 2020 PA Warrants provide that holders
have the right to participate in distributions or dividends paid on
our Common Stock.
Fundamental Transaction. In the event of a fundamental
transaction, as described in the May 2020 PA Warrants and generally
including any reorganization, recapitalization or reclassification
of our Common Stock, the sale, transfer or other disposition of all
or substantially all of our properties or assets, our consolidation
or merger with or into another person, the acquisition of more than
50% of our outstanding Common Stock, or any person or group
becoming the beneficial owner of 50% of the voting power
represented by our outstanding Common Stock, the holders of the May
2020 PA Warrants will be entitled to receive upon exercise of the
their respective warrants, the kind and amount of securities, cash
or other property that the holders would have received had they
exercised such warrants immediately prior to such fundamental
transaction. In addition, in the event of a fundamental
transaction, subject to an exception as described in the May 2020
PA Warrants, the holders of the May 2020 PA Warrants have the right
to require us or a successor entity to redeem such warrants for
cash (or, under certain circumstances, for consideration in the
same form as the consideration in the fundamental transaction) in
the amount of the Black Scholes value of the unexercised portion of
the May 2020 PA Warrants within 30 days of the date of the
consummation of the fundamental transaction as described in the May
2020 PA Warrants.
DESCRIPTION OF CAPITAL STOCK
The
following is a summary of our capital stock and provisions of our
restated certificate of incorporation and restated by-laws, as they
are in effect as of the date of this prospectus. For more detailed
information, please see our amended and restated certificate of
incorporation and restated bylaws, which are filed with the
Securities and Exchange Commission as exhibits to the registration
statement of which this prospectus forms a part.
We
are authorized to issue 300,000,000 shares of common stock, par
value $0.01 per share, and 7,000,000 shares of preferred stock, par
value $0.01 per share. As of August 17, 2020, we had:
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17,295,703 shares of common stock outstanding
held of record by 53 stockholders, which does not include
stockholders who hold their shares in “street name”;
and |
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200,000 shares of our Series A 4.5% Convertible
Preferred Stock which is convertible into 38,874 shares of common
stock subject to certain ownership restrictions. |
Common Stock
Holders of common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the
stockholders, subject to the holder of our Series A 4.5%
Convertible Preferred Stock having the ability to appoint one
director, and do not have cumulative voting rights. Subject to
preferences that may be applicable to any outstanding shares of
preferred stock, holders of common stock are entitled to receive
ratably such dividends, if any, as may be declared from time to
time by our board of directors out of funds legally available for
dividend payments. All shares of common stock outstanding as of the
date of this prospectus are fully paid and nonassessable. The
holders of common stock have no preferences or rights of
conversion, exchange, pre-emption or other subscription rights.
There are no redemption or sinking fund provisions applicable to
the common stock. In the event of any liquidation, dissolution or
winding-up of our affairs, holders of common stock will be entitled
to share ratably in our assets that are remaining after payment or
provision for payment of all of our debts and obligations and after
liquidation payments to holders of outstanding shares of preferred
stock, if any.
Preferred Stock
Our
board of directors has the authority, without action by our
stockholders, to designate and issue up to an additional 6,800,000
shares of preferred stock in one or more series and to designate
the rights, preferences, and limitations of all such series, any or
all of which may be superior to the rights of our common stock. It
is not possible to state the actual effect of the issuance of any
shares of preferred stock upon the rights of the holders of common
stock until our board of directors determines the specific rights
of the holders of preferred stock. However, effects of the issuance
of preferred stock include restricting dividends on our common
stock, diluting the voting power of our common stock, impairing the
liquidation rights of our common stock, and making it more
difficult for a third party to acquire us, which could have the
effect of discouraging a third party from acquiring, or deterring a
third party from paying a premium to acquire, a majority of our
outstanding voting stock. We have no present plans to issue any
additional shares of our preferred stock.
Series A 4.5% Convertible Preferred Stock
We
currently have outstanding 200,000 shares of Series A 4.5%
Convertible Preferred Stock with a stated value of $12.7895 per
share and which are immediately convertible into an aggregate of
38,874 shares of common stock, subject to a beneficial ownership
limitation not allowing the holder to have greater than a 19.99%
voting interest. The Series A Preferred Stock has no provisions
regarding subsequent securities issuances or so called “price
protection provisions.” The holders of Series A Preferred Stock
shall be entitled receive 4.5% dividends in cash or additional
shares of Series A Preferred Stock if and when declared by the
Company’s board of directors in preference to the payment of any
dividends on the Common Stock. The holders of Series A Preferred
Stock shall have no voting rights but shall be entitled to appoint
one (1) member to our board of directors. This right to appoint a
member of the board of directors will terminate when there are less
than 200,000 shares of Series A Preferred Stock outstanding.
Preferred Stock in General
Our
board of directors may, without further action by our stockholders,
from time to time, direct the issuance of shares of preferred stock
in series and may, at the time of issuance, determine the rights,
preferences and limitations of each series, including voting
rights, dividend rights and redemption and liquidation preferences.
Satisfaction of any dividend preferences of outstanding shares of
preferred stock would reduce the amount of funds available for the
payment of dividends on shares of our common stock. Holders of
shares of preferred stock may be entitled to receive a preference
payment in the event of any liquidation, dissolution or winding-up
of our company before any payment is made to the holders of shares
of our common stock. In some circumstances, the issuance of shares
of preferred stock may render more difficult or tend to discourage
a merger, tender offer or proxy contest, the assumption of control
by a holder of a large block of our securities or the removal of
incumbent management. Upon the affirmative vote of our board of
directors, without stockholder approval, we may issue shares of
preferred stock with voting and conversion rights which could
adversely affect the holders of shares of our common stock.
If
we offer a specific series of preferred stock under this
prospectus, we will describe the terms of the preferred stock in
the prospectus supplement for such offering and will file a copy of
the certificate establishing the terms of the preferred stock with
the SEC. To the extent required, this description will include:
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the
title and stated value; |
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the
number of shares offered, the liquidation preference, if any, per
share and the purchase price; |
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the
dividend rate(s), period(s) and/or payment date(s), or method(s) of
calculation for such dividends; |
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whether dividends will be cumulative or
non-cumulative and, if cumulative, the date from which dividends
will accumulate; |
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the
procedures for any auction and remarketing, if any; |
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the
provisions for a sinking fund, if any; |
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the
provisions for redemption, if applicable; |
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any
listing of the preferred stock on any securities exchange or
market; |
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whether the preferred stock will be convertible
into our common stock, and, if applicable, the conversion price (or
how it will be calculated) and conversion period; |
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whether the preferred stock will be exchangeable
into debt securities, and, if applicable, the exchange price (or
how it will be calculated) and exchange period; |
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voting rights, if any, of the preferred
stock; |
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a
discussion of any material and/or special U.S. federal income tax
considerations applicable to the preferred stock; |
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the
relative ranking and preferences of the preferred stock as to
dividend rights and rights upon liquidation, dissolution or winding
up of the affairs of the Company; and |
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any
material limitations on issuance of any class or series of
preferred stock ranking pari passu with or senior to the series of
preferred stock as to dividend rights and rights upon liquidation,
dissolution or winding up of the Company. |
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company. We act as the transfer agent and
registrar for out Series A 4.5% Convertible Preferred Stock. In the
event we issue any preferred stock in the future pursuant to this
prospectus, the transfer agent and registrar for such preferred
stock will be set forth in the applicable prospectus
supplement.
Anti-Takeover Effects
of Some Provisions of Delaware Law
Provisions of Delaware law could make the acquisition of our
company through a tender offer, a proxy contest or other means more
difficult and could make the removal of incumbent officers and
directors more difficult. We expect these provisions to discourage
coercive takeover practices and inadequate takeover bids and to
encourage persons seeking to acquire control of our company to
first negotiate with our board of directors. We believe that the
benefits provided by our ability to negotiate with the proponent of
an unfriendly or unsolicited proposal outweigh the disadvantages of
discouraging these proposals. We believe the negotiation of an
unfriendly or unsolicited proposal could result in an improvement
of its terms.
We
are subject to Section 203 of the Delaware General Corporation
Law, an anti-takeover law. 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 the person became an interested
stockholder, unless:
| |
· |
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
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 number of shares
outstanding (a) shares owned by persons who are directors and also
officers, and (b) 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 |
| |
· |
On or
subsequent to the date of the transaction, the business combination
is approved by the board and authorized at an annual or special
meeting of stockholders, and not by written consent, by the
affirmative vote of at least two-thirds of the outstanding voting
stock that is not owned by the interested stockholder. |
Generally, a “business combination” includes a merger, asset or
stock sale, or other transaction 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 securities. 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.
Anti-Takeover Effects
of Provisions of Our Charter Documents
Our
amended and restated bylaws provides for our board of directors to
be divided into three classes serving staggered terms.
Approximately one-third of the board of directors will be elected
each year. The provision for a classified board could prevent a
party who acquires control of a majority of the outstanding voting
stock from obtaining control of the board of directors until the
second annual stockholders meeting or longer, following the date
the acquirer obtains the controlling stock interest. The classified
board provision could discourage a potential acquirer from making a
tender offer or otherwise attempting to obtain control of our
company and could increase the likelihood that incumbent directors
will retain their positions. Our amended and restated bylaws
provides any director or the entire Board may be removed from
office at any time, with or without cause, by the affirmative vote
of the holders of at least a majority of the voting power of the
issued and outstanding shares of capital stock of the corporation
then entitled to vote in the election of directors.
Our
amended and restated bylaws establish an advance notice procedure
for stockholder proposals to be brought before an annual meeting of
our stockholders, including proposed nominations of persons for
election to the board of directors. At an annual meeting,
stockholders may only consider proposals or nominations specified
in the notice of meeting or brought before the meeting by or at the
direction of the board of directors. Stockholders may also consider
a proposal or nomination by a person who was a stockholder of
record on the record date for the meeting, who is entitled to vote
at the meeting and who has given to our Secretary timely written
notice, in proper form, of his or her intention to bring that
business before the meeting. The amended and restated bylaws do not
give the board of directors the power to approve or disapprove
stockholder nominations of candidates or proposals regarding other
business to be conducted at a special or annual meeting of the
stockholders. However, our bylaws may have the effect of precluding
the conduct of business at a meeting if the proper procedures are
not followed. These provisions may 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.
Our
amended and restated bylaws provide that only our board of
directors, the chairperson of the board or the chief executive
officer (or president, in the absence of a chief executive officer)
or holders of more than twenty percent (20%) of the total voting
power of the outstanding shares of capital stock may call a special
meeting of stockholders. The restriction on the ability of
stockholders to call a special meeting means that a proposal to
replace the board also could be delayed until the next annual
meeting.
Limitations on Liability and Indemnification of Officers and
Directors
Our
amended restated certificate of incorporation limits the liability
of our officers and directors to the fullest extent permitted by
the Delaware General Corporation Law, and our restated certificate
of incorporation and restated bylaws provide for indemnification of
our officers and directors to the fullest extent permitted by such
law.
The Offering
This
offering involves the offer and sale by us of 1,757,704 shares of our Common
Stock issuable upon the exercise of the Warrants described
above. Upon the cash exercise
of the Warrants, subject to certain adjustments, we will receive
gross proceeds of approximately $5,525,533.
NASDAQ Capital Market Listing
Our
Common Stock is listed on the NASDAQ Capital Market under the
symbol “SNCA.”
PLAN OF DISTRIBUTION
The
Common Stock sold in this offering will be offered solely by us and
will be issued and sold upon the exercise of the Warrants described
herein. For the holders of Warrants to exercise the Warrants, the
shares issuable upon exercise must either be registered under the
Securities Act of 1933, as amended, or exempt from
registration. No fractional shares of Common Stock will be
issued in connection with the exercise of a warrant.
LEGAL MATTERS
The
validity of the issuance of the securities offered hereby will be
passed upon for us by the Silvestre Law Group, P.C., Westlake
Village, California. The Silvestre Law Group, P.C. or its
affiliates or principals own
approximately 2,308 of our Common Stock purchase
warrants.
EXPERTS
The
consolidated financial statements as of December 31, 2019 and 2018,
and for each of the two years in the period ended December 31, 2019
incorporated in this prospectus by reference from our Annual Report
on Form 10-K have been audited by Dixon Hughes Goodman LLP,
our current independent registered public accounting firm.
Such consolidated financial statements have been so incorporated in
reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE
INFORMATION
We
are a public company and file annual, quarterly and current
reports, proxy statements and other information with the SEC.
You may obtain copies of our public filings, as noted in the
paragraph below or by writing or telephoning us at:
Seneca Biopharma, Inc.
Attn:
Investor Relations
20271
Goldenrod Lane, Floor 2
Germantown, Maryland 20876
Phone: (301)-366-4841
Our
SEC filings are available to the public over the Internet at the
SEC’s website at http://www.sec.gov. You may also read and
copy any document we file at the SEC’s Public Reference Room at 100
F Street, NE, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference
Room. You can also inspect reports, proxy statements and other
information about us at the offices of the National Association of
Securities Dealers, Reports Section, 1735 K Street, N.W.,
Washington, D.C. 20006. We maintain a website at
http://www.senecabio.com. Information contained in or
accessible through our website does not constitute a part of this
prospectus.
INCORPORATION OF DOCUMENTS BY
REFERENCE
The
SEC permits us to “incorporate by reference” the information
contained in documents we file with the SEC, which means that we
can disclose important information to you by referring you to those
documents rather than by including them in this prospectus
supplement or the accompanying prospectus. Information that is
incorporated by reference is considered to be part of this
prospectus supplement, and you should read it with the same care
that you read this prospectus supplement. Later information that we
file with the SEC will automatically update and supersede the
information that is either contained, or incorporated by reference,
in this prospectus supplement, and will be considered to be a part
of this prospectus supplement from the date those documents are
filed.
We
incorporate by reference into this prospectus supplement the
following documents and information filed with the SEC:
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· |
Our
Annual Report on Form 10-K filed with the SEC on March 27, 2020,
for the year ended December 31, 2019; |
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· |
Our
Quarterly Reports on Form 10-Q for the three month periods ended
March 31, 2020 and June 30, 2020, filed with the SEC respectively
on May 15, 2020 and August 13, 2020; |
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· |
Our
Definitive Proxy Statement on Form 14A for our 2020 Annual Meeting
of Stockholders, filed with the SEC on June 24, 2020; |
| |
· |
Our
Current Reports on Form 8-K filed with the SEC on April 2, 2020,
April 7, 2020, April 15, 2020, April 20, 2020, May 27, 2020, June
12, 2020, August 10, 2020, and September 9, 2020 (excluding any
information furnished in such reports under Item 2.02 and Item
7.01); and |
| |
· |
the
description of our common stock and related rights contained in our
registration statement on Form 8-A (File No. 001-33672), filed with
the Commission on July 1, 2015, including any amendment or report
filed for the purpose of updating such description. |
We
also incorporate by reference into this prospectus supplement all
additional documents that we file with the SEC under the terms of
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 that are made after the date of this prospectus
supplement and before the termination of the offering of securities
offered by this prospectus supplement. We are not, however,
incorporating, in each case, any documents or information that we
are deemed to furnish and not file in accordance with SEC
rules.
You
may request a copy of any of the documents incorporated by
reference into this prospectus supplement, at no cost, by writing
or telephoning us at the following address: Seneca Biopharma, Inc.,
Attn: Investor Relations, 20271 Goldenrod Lane, Germantown,
Maryland 20876 Phone: (301) 366-4960.
SENECA BIOPHARMA, INC.
1,757,704 Shares of Common Stock
September 23, 2020
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