Item 8.01 Other Events
On
April 21, 2023, Amro Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the
Company, loaned $87,523.89 and $100,000.00, respectively, to the Company. The loans were evidenced by an unsecured promissory note (the “Note”).
Pursuant to the terms of the Note, it will accrue interest at the Prime rate of eight percent (8.0%) per annum and is due on the earlier
of October 20, 2023, 2023 or an event of default, as defined therein.
The
foregoing summary of the Note is qualified in its entirety by reference to the text of the form of Note, a copy of which is filed as an
exhibit hereto and incorporated by reference herein.
On
April 24, 2023, the Company entered into a Business Loan and Security Agreement (the “Loan Agreement”) with a commercial
funding source (the “Lender”), pursuant to which the Company obtained a loan from the Lender in the principal amount
of $1,060,000, which includes origination fees of $60,000 (the “Loan”). Pursuant to the Loan Agreement, the Company
granted the Lender a continuing secondary security interest in certain collateral (as defined in the Loan Agreement). The total amount
of interest and fees payable by the Company to the Lender under the Loan (the “Repayment Amount”) will be $1,590,000
and will be repaid in 20 weekly installments of $79,500.
The foregoing description of the Loan Agreement is not complete and
is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is filed as Exhibit 10.2 to this Current
Report on Form 8-K and is incorporated by reference herein.
As
previously reported, on September 28, 2022, the Company received the determination from The Nasdaq Stock Market LLC (“Nasdaq”)
that the Company has regained compliance with the requirements to remain listed in The Nasdaq Capital Market subject to a Panel Monitor
of the Company’s ongoing compliance with such requirements as set forth in Listing Rule 5815(d)(4)(A) until March 28, 2023. On April
24, 2023, the Company received notice from Nasdaq that, pursuant to its discretion under Listing Rule 5815(c)(4) that it was extending
the Panel Monitor until September 28, 2023, as a result of the Company’s stock price falling below the minimum bid price requirement
in Nasdaq Listing Rule 5550(a)(2) during the monitor period. If, within that monitoring period, the Listing Qualifications staff (“Staff”)
finds the Company out of compliance with one or more listing standards during that period notwithstanding Rule 5810(c)(2), the Company
will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and Staff will not be permitted to
grant additional time for the Company to regain compliance with respect to that deficiency, nor will the company be afforded an applicable
cure or compliance period pursuant to Rule 5810(c)(3). Instead, Staff will issue a Staff Delist Determination and the Company will have
an opportunity to request a new hearing with the initial Hearings Panel or a newly convened Hearings Panel if the initial Hearings Panel
is unavailable. The Company will have the opportunity to respond/present to the Hearings Panel as provided by Listing Rule 5815(d)(4)(A).
If the hearing is unsuccessful, the Company’s securities may be at that time delisted from Nasdaq.
Cautionary
Note on Forward-Looking Statements
This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of the “safe harbor “provisions
under the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained
in this Current Report on Form 8-K,
including statements regarding the Company’s or Cellvera’s future results of operations and financial position are forward-looking
statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “target,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result,” and similar expressions. These statements are based
on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the respective
management teams of the Company and Cellvera and are not predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company and Cellvera.
These
forward-looking statements are subject to a number of risks including, but not limited to, the following risks relating to the proposed
transactions: (1) the risk that the proposed transactions may not be completed in a timely manner or at all, which may adversely affect
the price of the Company’s securities; (2) the failure to satisfy the conditions to the Closing, including but not limited to, the
Company’s ability to secure the required funds to finance the purchase price; the receipt of all required consents and releases;
the Company’s ability to secure certain additional intellectual property rights from a third party; and the satisfactory satisfaction
of all creditors of Cellvera; (3) the ability to realize the anticipated benefits of the proposed transactions; and (4) other risks
and uncertainties indicated from time to time in the Company’s public filings with the SEC. If any of these risks materialize or
the Company’s and Cellvera’s assumptions prove incorrect, actual results could differ materially from the results implied
by these forward-looking statements. You should carefully consider the risks and uncertainties described in the “Risk Factors”
section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and other documents we filed, or will file, including
the proxy statement/prospectus, with the SEC. There may be additional risks that neither the Company nor Cellvera presently know, or that
the Company or Cellvera currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect the Company’s and Cellvera’s expectations, plans or forecasts
of future events and views as of the date of this Current Report on Form 8-K. The Company and Cellvera anticipate that subsequent events
and developments will cause the Company’s and Cellvera’s assessments to change. However, while the Company and Cellvera may
elect to update these forward-looking statements at some point in the future, the Company and Cellvera specifically disclaim any obligation
to do so, except as otherwise required by law. These forward-looking statements should not be relied upon as representing the Company’s
and Cellvera’s assessments of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should
not be placed upon the forward-looking statements.