Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-267279
The
information contained in this preliminary prospectus supplement is not complete and may be changed. We may not sell these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus supplement
is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer
or sale is not permitted.
Subject
To Completion, Dated September 26, 2022
Preliminary
Prospectus Supplement
(To
Prospectus Dated September 2, 2022)
[ ]
Shares of Common Stock
Aridis
Pharmaceuticals, Inc.
We
are offering an aggregate of [ ] shares of our common stock, par value $0.0001 per share (the “Common Stock”).
The purchase price of each share of Common Stock is $[ ] per share.
We
are an “emerging growth company” as defined under U.S. federal securities laws and are subject to reduced public company
reporting requirements. Our Common Stock is listed on The Nasdaq Capital Market under the symbol “ARDS.” The last reported
sale price of our Common Stock on September 23, 2022 was $1.21 per share.
You
should read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference in this prospectus
supplement carefully before you invest.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading
“Risk Factors” beginning on page S-6 of this prospectus supplement, page 7 of the accompanying prospectus and under similar
headings in the other documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement and accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
| |
Per Share | | |
Total | |
Public Offering price | |
$ | | | |
$ | | |
Underwriting discounts and commissions(1) | |
$ | | | |
$ | | |
Proceeds, before expenses, to us | |
$ | | | |
$ | | |
(1) |
We
have agreed to reimburse the underwriter for certain expenses. See “Underwriting” on page S-9 of this prospectus supplement
for a description of the compensation payable to the underwriter. |
We
have granted the underwriter an option to purchase up to an additional [ ] shares of our common stock from us, at the public offering
price per share, less the underwriting discount, for 45 days after the date of this prospectus supplement, solely to cover over-allotments,
if any. If the underwriter exercises the option in full, the total underwriting discounts and commissions payable by us will be $[ ]
and the total proceeds to us, before expenses, will be $[ ].
Delivery
of the securities being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to occur on or about
September [ ], 2022, subject to satisfaction of customary closing conditions.
AEGIS
CAPITAL CORP.
The
date of this prospectus supplement is .
TABLE
OF CONTENTS
Prospectus
Supplement
We
have not, and the underwriter has not, authorized anyone to provide any information or to make any representations other than those contained
or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectuses we have prepared.
We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
This prospectus supplement and the accompanying prospectus is an offer to sell only the shares offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement and the accompanying prospectus
is current only as of the respective dates of such documents.
ABOUT
THIS PROSPECTUS SUPPLEMENT
You
should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus.
We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information,
you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information in this prospectus supplement, the accompanying prospectus, and the documents incorporated by
reference in this prospectus supplement and the accompanying prospectus is accurate only as of the date of those respective documents.
Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus
supplement, the accompanying prospectus, and the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus in their entirety before making an investment decision. You also should read and consider the information in the documents
to which we have referred you in the section of this prospectus supplement entitled “Information Incorporated by Reference”
and the sections of the accompanying prospectus entitled “Information Incorporated by Reference” and “Where You Can
Find More Information.”
This
prospectus supplement and the accompanying prospectus form a part of a registration statement on Form S-3 that we filed with the Securities
and Exchange Commission (the “Commission”) utilizing a “shelf” registration process. This document contains two
parts. The first part consists of this prospectus supplement, which provides you with specific information about this offering. The second
part, the accompanying prospectus, provides more general information, some of which may not apply to this offering. Generally, when we
refer only to the “prospectus,” we are referring to both parts combined. This prospectus supplement may add to, update or
change information contained in the accompanying prospectus. To the extent that any statement we make in this prospectus supplement is
inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference herein or therein, the statements
made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents
incorporated by reference herein and therein.
For
investors outside the United States, we have not done anything that would permit this offering or possession or distribution of this
prospectus supplement in any jurisdiction where action for that purpose is required, other than in the United States. You are required
to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus supplement
outside of the United States.
As
permitted by the rules and regulations of the Commission, the registration statement, of which this prospectus supplement and the accompanying
prospectus form a part, includes additional information not contained in this prospectus supplement or the accompanying prospectus. You
may read the registration statement and the other reports we file with the Commission at the Commission’s web site or at the Commission’s
offices described below under the heading “Where You Can Find Additional Information.”
Trademarks,
service marks or trade names of any other companies appearing in this prospectus supplement are the property of their respective owners.
Use or display by us of trademarks, service marks or trade names owned by others is not intended to and does not imply a relationship
between us and, or endorsement or sponsorship by, the owners of the trademarks, service marks or trade names.
PROSPECTUS
SUPPLEMENT SUMMARY
The
following summary highlights certain of the information contained elsewhere in or incorporated by reference into this prospectus supplement.
Because this is only a summary, however, it does not contain all the information you should consider before investing in our securities
and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere in or
incorporated by reference into this prospectus supplement. Before you make an investment decision, you should read this entire prospectus
supplement and the accompanying prospectus carefully, including the risks of investing in our securities discussed under the section
of this prospectus supplement entitled “Risk Factors” and similar headings in the other documents that are incorporated by
reference into this prospectus supplement. You should also carefully read the information incorporated by reference into this prospectus
supplement, including our financial statements, and the exhibits to the registration statement of which this prospectus supplement is
a part.
Unless
the context otherwise requires, references to “we,” “our,” “us,” “Aridis” or the “Company”
in this prospectus supplement mean Aridis Pharmaceuticals, Inc.
Overview
We
are a late-stage biopharmaceutical company focused on the discovery and development of novel anti-infectives. A significant focus of
ours is on targeted immunotherapy using fully human monoclonal antibodies, or mAbs, to treat life-threatening infections. mAbs represent
an innovative treatment approach that harnesses the human immune system to fight infections and are designed to overcome the deficiencies
associated with current therapies, such as rise in drug resistance, short duration of response, limited tolerability, negative impact
on the human microbiome, and lack of differentiation among the treatment alternatives. The majority of our product candidates are derived
by employing our differentiated antibody discovery platforms. Our proprietary product pipeline comprises fully human mAbs targeting specific
pathogens associated with life-threatening bacterial infections, primarily nosocomial pneumonia, and viral infections such as COVID-19.
Our proprietary product pipeline is comprised of fully human mAbs targeting specific pathogens associated with life threatening bacterial
and viral infections, primarily hospital acquired pneumonia, or HAP, ventilator associated pneumonia, or VAP, cystic fibrosis, and COVID-19.
Our clinical stage product candidates have exhibited promising preclinical data and clinical data.
Our
ʎPEX™ production platform technology enables the screening of a large number of antibody-producing B-cells from patients and
generation of high mAb-producing mammalian production cell line at a speed not previously attainable. As a result, we can significantly
reduce time for antibody discovery and manufacturing compared to conventional approaches. This technology is being applied to the development
of COVID-19 mAbs.
Current
clinical development activities are focused on AR-301, AR-320, AR-501, and AR-701. Our lead product candidates, AR-301 and AR-320, target
gram positive bacteria Staphylococcus aureus, or S. aureus, a common pathogen associated with HAP, VAP, and a number of
other life threatening infections.
AR-301
neutralizes the alpha toxin produced by gram-positive bacteria S. aureus and prevents alpha toxin mediated destruction of host
cells and host immune response to the S. aureus infection. AR-301’s mode of action is independent of the antibiotic
resistance profile of S. aureus, and it is active against infections caused by both methicillin-resistant S. aureus (“MRSA”)
and methicillin-susceptible S. aureus (“MSSA”). AR-301 has exhibited promising data from a Phase 1/2a clinical study
in S. aureus VAP patients (n=48 patients), showing consistent trends toward clinical benefits. An ongoing global Phase 3 trial
to evaluate the therapeutic adjunctive treatment of AR-301 in S. aureus infected ventilator associated pneumonia patients has
been actively enrolling patients. We expect to report top line data from this trial in the late second half of 2022.
AR-320
and AR-301 share similar targets and mechanism of action, thus are complementary products. AR-320 (also called ‘suvratoxumab’)
is being developed as a preventive treatment of S. aureus pneumonia, while AR-301 is being developed as a therapeutic treatment.
A multinational, randomized, double blinded, placebo-controlled Phase 2 study (n=196 patients) showed that mechanically ventilated ICU
patients colonized with S. aureus who are treated with AR-320 saw a relative risk reduction of pneumonia by 32% in the overall
intent to treat study population, and by 47% in the prespecified under 65 year old population, which is the target population in the
planned Phase 3 study. The relative risk reduction in the target population reached statistical significance, and was also associated
with a substantial reduction in the duration of care needed in the ICU and hospital. We initiated a global Phase 3 pivotal trial evaluating
AR-320 for the prevention of VAP in mechanically ventilated patients with confirmed lung colonization of S. aureus and are at
high risk of progressing toward VAP. This study is being largely funded by the European Commission’s Innovative Medicines Initiative
(IMI) and will enroll up to 562 patients in approximately 200 clinical sites across 20 countries in Europe, North and South America,
and Asia.
To
complement and diversify our portfolio of targeted mAbs, we are developing a broad-spectrum small molecule non-antibiotic anti-infective
agent gallium citrate (AR-501). AR-501 is being developed in collaboration with the Cystic Fibrosis Foundation (“CFF”) as
a chronic inhaled therapy to treat lung infections in cystic fibrosis patients. AR 501 was granted Orphan Drug, Fast Track and Qualified
Infectious Disease Product (“QIDP”) designations by the Food and Drug Administration (“FDA”). The European Medicines
Agency (“EMA”) granted the program Orphan Drug Designation. AR-501 is being evaluated in a Phase 1/2a for the treatment of
chronic lung infections associated with cystic fibrosis. In June 2020, we announced positive results from the Phase 1 portion of our
Phase 1/2a clinical trial of AR-501 in which healthy subjects were enrolled. The FDA reviewed the Phase 1 study results and recommended
that the study proceed at all dose levels to the Phase 2a portion of the Phase 1/2a trial in adult subjects with cystic fibrosis (“CF”).
Recently, the FDA reviewed the blinded safety data of the on-going Phase 2a study and concurred with our proposal to include an optional
higher (80mg) dose. We expect to complete enrollment and announce study results in the second half of 2022.
The
AR-701 mAb cocktail exhibits broad neutralization to SARS-CoV-2, SARS, MERS, and several seasonal ‘common cold’ coronaviruses.
Both mAbs in the AR-701 cocktail are effective against the SARS-CoV-2 Omicron BA.1, BA.2, BA.4, BA.5 subvariants in vitro. We
recently announced that AR-701 effectively eradicated virus from the lungs of SARS-CoV-2 (COVID-19) infected macaque monkeys (non-human
primates) and protected the lungs from the disease. The mAb cocktail was effective when administered by inhalation either prophylactically
or therapeutically. The potency of AR-701 and its direct delivery to the lungs by inhaled administration may facilitate broader treatment
coverage and dose sparing not achievable by parenteral administration. A clinical Phase 1/2 study is expected to be launched in the first
half of 2023.
To
date, we have devoted substantially all of our resources to research and development efforts relating to our therapeutic candidates,
including conducting clinical trials and developing manufacturing capabilities, in-licensing related intellectual property, protecting
our intellectual property and providing general and administrative support for these operations. We have generated revenue from our payments
under our collaboration strategic research and development contracts and federal awards and grants, as well as awards and grants from
not-for-profit entities and fee for service to third-party entities. Since our inception, we have funded our operations primarily through
these sources and the issuance of common stock, convertible preferred stock, and debt securities. Current clinical development activities
are focused on AR-301, AR-320, AR-501 and AR-701.
Corporate
History and Information
We
were formed under the name “Aridis, LLC” in the State of California on April 24, 2003 as a limited liability company. On
August 30, 2004, we changed our name to “Aridis Pharmaceuticals, LLC.” On May 21, 2014, we converted into a Delaware corporation
named “Aridis Pharmaceuticals, Inc.” Our fiscal year end is December 31. Our principal executive offices are located at 983
University Avenue, Bldg. B, Los Gatos, California 95032. Our telephone number is (408) 385-1742. Our website address is www.aridispharma.com.
The information contained on, or that can be accessed through, our website is not a part of this prospectus supplement or the accompanying
prospectus.
THE
OFFERING
Common
stock offered |
|
[ ] shares. |
|
|
|
Common
stock to be outstanding after this offering(1) |
|
[ ] shares |
|
|
|
Over-allotment
option |
|
We
have granted to the underwriter an option for a period of up to 45 days after the closing of this offering to purchase an aggregate
of [ ] additional shares of our common stock at the price set forth on the cover page of this prospectus supplement. |
|
|
|
Offering
price |
|
$[ ] per share of Common Stock. |
|
|
|
Use
of proceeds |
|
We
expect to receive net proceeds of approximately $[ ] million from this offering after deducting underwriting discounts and commissions
and estimated offering expenses. We intend to use the net proceeds from this offering for clinical development of our product candidates,
working capital and other general corporate purposes. See “Use of Proceeds” on page S-8. |
|
|
|
Risk
factors |
|
See
the “Risk Factors” section of this prospectus supplement and in the documents incorporated by reference in this prospectus
supplement for a discussion of factors to consider before deciding to invest in our common stock. |
|
|
|
Lock-ups |
|
Our
directors and executive officers have entered into customary “lock-up” agreements in favor of the underwriter for a period
of ninety (90) days from the date of this prospectus supplement. See the “Underwriting” on page S-9. |
|
|
|
Nasdaq
Capital Market symbol |
|
“ARDS.”
|
(1)
The number of shares of Common Stock to be outstanding immediately after this offering is based on 17,701,592 shares outstanding on August
31, 2022 and excludes as of that date:
|
● |
2,085,973 shares of our Common
Stock issuable upon exercise of outstanding stock options under our stock incentive plans at a weighted average exercise price of
$7.44 per share; |
|
|
|
|
● |
3,535,196 shares of our Common
Stock issuable upon exercise of outstanding warrants at a weighted average exercise price of $6.84 per share; and |
|
|
|
|
● |
777,843 shares of Common
Stock reserved for future grants and awards under our stock incentive plans. |
Unless
otherwise indicated, all information in this prospectus supplement, including share and per share amounts assumes no exercise of options,
or exercise of the warrants described above.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before deciding whether to invest in our common stock, you should consider
carefully the risks described below and discussed under the section captioned “Risk Factors” in our most recent Annual Report
on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which are each incorporated by reference in this prospectus supplement
and the accompanying prospectus in their entirety, as well as any amendment or update to our risk factors reflected in subsequent filings
with the SEC, together with other information in this prospectus supplement, the accompanying prospectus, and the information and documents
incorporated by reference that we have authorized for use in connection with this offering. If any of these risks actually occur, our
business, financial condition, results of operations or cash flows could be seriously harmed. This could cause the trading price of our
common stock to decline, resulting in a loss of all or part of your investment.
Risks
Related to this Offering
If
you purchase securities in this offering, you will suffer immediate dilution of your investment.
The
offering price of our Common Stock in this offering is substantially higher than the net tangible book value per share of our Common
Stock. Therefore, if you purchase securities in this offering, you will pay a price per share of our Common Stock that substantially
exceeds our net tangible book value per share after giving effect to this offering. Based on an offering price of $[ ] per share of our
Common Stock, if you purchase securities in this offering, you will experience immediate dilution of $[ ] per share, representing the
difference between the offering price per share of our Common Stock and our as adjusted net tangible book value per share after giving
effect to this offering. Furthermore, if any of our outstanding options or warrants are exercised at prices below the offering price,
or if we grant additional options or other awards under our equity incentive plans or issue additional warrants, you may experience further
dilution of your investment. See the section entitled “Dilution” below for a more detailed illustration of the dilution you
would incur if you participate in this offering.
Because
we will have broad discretion and flexibility in how the net proceeds from this offering are used, we may use the net proceeds in ways
in which you disagree.
We
intend to use the net proceeds from this offering for clinical development of our product candidates, working capital and other general
corporate purposes. See “Use of Proceeds” on page S-8. We have not allocated specific amounts of the net proceeds from this
offering for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility in applying
the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds,
and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately.
It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of
our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results
and cash flow.
You
may experience future dilution as a result of future equity offerings and other issuances of our securities. In addition, this offering
and future equity offerings and other issuances of our Common Stock or other securities may adversely affect our Common Stock price.
In
order to raise additional capital, we may in the future offer additional shares of our Common Stock or other securities convertible into
or exchangeable for our Common Stock at prices that may not be the same as the price per share in this offering. We may not be able to
sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid
by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing
stockholders. The price per share at which we sell additional shares of our Common Stock or securities convertible into Common Stock
in future transactions may be higher or lower than the price per share in this offering. You will incur dilution upon exercise of any
outstanding stock options, warrants or upon the issuance of shares of Common Stock under our stock incentive programs
CAUTIONARY
STATEMENT ABOUT FORWARD-LOOKING INFORMATION
This
prospectus supplement, the accompanying prospectus and the documents and information incorporated by reference herein and therein may
contain forward-looking statements that involve risks
and uncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and other federal securities laws. In some cases, you can identify forward-looking statements by terminology such
as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential,” “continue” or the negative
of these terms or other comparable terminology.
Forward-looking
statements are based on assumptions and assessments made in light of our experience and perception of historical trends, current conditions,
expected future developments and other factors believed to be appropriate. Forward-looking statements are not guarantees of future performance
and are subject to risks and uncertainties, many of which are outside of our control. You should not place undue reliance on these forward-looking
statements, which reflect our view only as of the date of this prospectus supplement, and we undertake no obligation to update these
forward-looking statements in the future, except as required by applicable law.
A
number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including,
without limitation, those factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2021, which is incorporated by reference in this prospectus supplement and the accompanying prospectus, and under
similar headings in our subsequently filed quarterly reports on Form 10-Q, as well as the other risks and uncertainties described herein
and in the other documents incorporated by reference in this prospectus supplement. Some of the key factors that could cause actual results
to differ from our expectations include the following:
| ● | the
timing of regulatory submissions; |
| ● | our
ability to obtain and maintain regulatory approval of our existing product candidates and
any other product candidates we may develop, and the labeling under any approval we may obtain; |
| ● | approvals
for clinical trials may be delayed or withheld by regulatory agencies; |
| ● | preclinical
and clinical studies may not be successful or do not confirm earlier results or meet expectations
or meet regulatory requirements or meet performance thresholds for commercial success; |
| ● | risks
relating to the timing and costs of clinical trials, the timing and costs of other expenses; |
| ● | risks
associated with obtaining third party funding; |
| ● | risks
associated with delays, increased costs and funding shortages caused by or resulting from
the COVID-19 pandemic; |
| ● | management
and employee operations and execution risks; |
| ● | risks
related to market acceptance of products; |
| ● | intellectual
property risks; |
| ● | assumptions
regarding the size of the available market, benefits of our products, product pricing, and
timing of product launches; |
| ● | risks
associated with the uncertainty of future financial results; |
| ● | our
ability to attract collaborators and partners; and |
| ● | risks
associated with our reliance on third party organizations. |
This
prospectus supplement, the accompanying prospectus and the documents and information incorporated by reference herein and therein also
contains estimates, projections and other information concerning our industry, our business, and the markets for certain diseases, including
data regarding the estimated size of those markets, and the incidence and prevalence of certain medical conditions. Information that
is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual
events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly
stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared
by market research firms and other third parties, industry, medical and general publications, government data and similar sources.
USE
OF PROCEEDS
We
expect to receive net proceeds of approximately $[ ] million (or $[ ] million if the underwriter’s option to purchase additional
shares is exercised in full) from this offering, after deducting underwriting discounts, commissions and estimated offering expenses
payable by us.
We
intend to use the net proceeds from this offering for clinical development of our product candidates, working capital and for other general
corporate purposes. The amounts and timing of our use of proceeds will vary depending on a number of factors, including the amount of
cash generated or used by our operations. As a result, we will retain broad discretion in the allocation of the net proceeds of this
offering. In addition, while we have not entered into any agreements, commitments or understandings relating to any significant transaction
as of the date of this prospectus supplement, we may use a portion of the net proceeds to pursue acquisitions, joint ventures and other
strategic transactions.
DILUTION
If
you purchase securities in this offering, your ownership interest will be diluted to the extent of the difference between the public
offering price per share of our Common Stock you will pay in this offering and the as adjusted net tangible book value per share of our
Common Stock after giving effect to this offering. Net tangible book value per share is determined by dividing the number of outstanding
shares of our common stock into our net tangible book value, which consists of total tangible assets (total assets less intangible assets)
less total liabilities. As of June 30, 2022, we had a historical net tangible book value (deficit) of $(29.6) million, or approximately
$(1.67) per share.
After
giving effect to this offering of shares of our common stock and after deducting underwriting discounts, commissions, our as adjusted
net tangible book value as of June 30, 2022 would have been approximately $[ ], or $[ ] per share. This represents an immediate
increase of $[ ] in as adjusted net tangible book value per share to existing stockholders and immediate dilution of $[ ] in as
adjusted net tangible book value per share to investors purchasing securities in this offering.
The
following table illustrates this dilution on a per share basis:
Public offering price per share | |
| | | |
$ | [ ] | |
| |
| | | |
| | |
Historical net tangible book value per share as of June 30, 2022 | |
$ | (1.67 | ) | |
| | |
Increase in net tangible book value per share attributable to this offering | |
$ | [ ] | | |
| | |
| |
| | | |
| | |
As adjusted net tangible book value per share as of June 30, 2022 | |
| | | |
$ | [ ] | |
| |
| | | |
| | |
Dilution in as adjusted net tangible book value per share to new investors in this offering | |
| | | |
$ | [ ] | |
The
information above and in the foregoing table is based on 17,701,592 shares of Common Stock outstanding as of August 31, 2022, and also
excludes as of that date:
|
● |
2,085,973 shares of our Common
Stock issuable upon exercise of outstanding stock options under our stock incentive plans at a weighted average exercise price of
$7.44 per share; |
|
|
|
|
● |
3,535,196 shares of our Common
Stock issuable upon exercise of outstanding warrants at a weighted average exercise price of $6.84 per share; and |
|
|
|
|
● |
777,843 shares of Common
Stock reserved for future grants and awards under our stock incentive plans. |
To
the extent that outstanding options or warrants are exercised, you may experience further dilution. In addition, we may choose to raise
additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or
future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the
issuance of these securities could result in further dilution to our stockholders.
DESCRIPTION
OF THE SECURITIES WE ARE OFFERING
We
are offering shares of our Common Stock. The following description of our Common Stock summarizes the material terms and provisions thereof,
including the material terms of the Common Stock we are offering under this prospectus supplement and the accompanying prospectus.
Common
Stock
See
“Description of Capital Stock” on page 9 of the accompanying prospectus for a description of the material terms of our Common
Stock.
UNDERWRITING
Aegis
Capital Corp. is acting as the underwriter of the offering, pursuant to an underwriting agreement dated [ ], 2022. Subject to the
terms and conditions of the underwriting agreement, we have agreed to sell to the underwriter named below and the underwriter named below
has agreed to purchase, at the public offering price less underwriting discounts and commissions set forth on the cover page of this
prospectus, the following number of shares of our Common Stock:
Underwriter | |
Number of Shares | |
Aegis Capital Corp. | |
| | |
The
underwriting agreement provides that the obligations of the underwriter are subject to certain conditions precedent such as the receipt
by the underwriter of officers’ certificates and legal opinions and approval of certain legal matters by their counsel. The underwriting
agreement provides that the underwriter will purchase all of the shares if any of them are purchased. We have agreed to indemnify the
underwriter against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriter
may be required to make in respect thereof.
The
underwriter is offering the shares subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal
matters by its counsel and other conditions specified in the underwriting agreement. The underwriter reserves the right to withdraw,
cancel or modify offers to the public and to reject orders in whole or in part.
Over-Allotment
Option
We
have granted the underwriter an over-allotment option. This option, which is exercisable for up to 45 days after the closing of this
offering, permits the underwriter to purchase up to an aggregate of [ ] additional shares (equal to 15% of the number of shares offered
hereby) at the public offering price per share, less underwriting discounts and commissions, solely to cover over-allotments, if any.
If the underwriter exercises this option in whole or in part, then the underwriter will be severally committed, subject to the conditions
described in the underwriting agreement, to purchase the additional Common Shares in proportion to their respective commitments set forth
in the prior table. If this option is exercised in full, the total price to the public will be $[ ].
Underwriting
Discounts and Reimbursement
The
underwriter has advised us that it proposes to offer the shares to the public at the public offering price per share set forth on the
cover page of this prospectus supplement. The underwriter may offer shares to securities dealers at that price less a concession of not
more than $ per share. After the offering, the public offering price and concession to dealers may be reduced by the underwriter. No
such reduction will change the amount of proceeds to be received by us as set forth on the cover page of this prospectus supplement.
We
have agreed to pay the underwriter a cash fee equal to seven percent (7%) of the aggregate gross proceeds received by us from the securities
sold in this offering.
The
following table shows the public offering price, underwriting discount, and proceeds, before expenses, to us. The information assumes
either no exercise or full exercise by the underwriter of its over-allotment option.
| |
Per Share | | |
Without
Over-Allotment | | |
With
Over-Allotment | |
Public offering price | |
$ | | | |
$ | | | |
$ | | |
Underwriting discount (7.0%) | |
$ | | | |
$ | | | |
$ | | |
Proceeds, before expenses, to us | |
$ | | | |
$ | | | |
$ | | |
We
have also agreed to pay all expenses relating to the offering, including (a) all filing fees and expenses relating to the registration
of the Common Stock with the Commission; (b) all FINRA public offering filing fees; (c) all fees and expenses relating to the listing
of our equity or equity-linked securities on an Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification
of the Common Stock under the “blue sky” securities laws of such states and other jurisdictions as Aegis may reasonably designate
(including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of our “blue sky”
counsel, which will be Aegis’s counsel) unless such filings are not required in connection with our proposed Exchange listing;
(e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Common Stock under the securities
laws of such foreign jurisdictions as Aegis may reasonably designate; (f) the costs of all mailing and printing of the Offering documents;
(g) transfer and/or stamp taxes, if any, payable upon the transfer of Common Stock from us to Aegis; (h) the fees and expenses of our
accountants; and (i) $50,000 for legal fees and disbursements for Aegis’s counsel.
Indemnification
Pursuant
to the underwriting agreement, we have agreed to indemnify the underwriter against certain liabilities, including civil liabilities under
the Securities Act, or to contribute to payments that the underwriter may be required to make in respect of those liabilities.
Lock-Up
Agreements
Our
directors and executive officers have entered into customary “lock-up” agreements in favor of the underwriter for a period
of ninety (90) days after the closing date of the offering which prohibits the sale of any shares held by the lock-up parties to be sold
in the public market until the expiration of the ninety (90) day period.
Securities
Issuance Standstill
We
have agreed, for a period of forty-five (45) days after the closing date of the offering, that we will not, without the prior written
consent of the underwriter, (a) offer, sell, issue, or otherwise transfer or dispose of, directly or indirectly, any equity of the Company
or any securities convertible into or exercisable or exchangeable for equity of the Company; (b) file or caused to be filed any registration
statement with the SEC relating to the offering of any equity of the Company or any securities convertible into or exercisable or exchangeable
for equity of the Company; or (c) enter into any agreement or announce the intention to effect any of the actions described in subsections
(a) or (b) hereof, subject to certain exceptions in the underwriting agreement.
Listing
of Common Stock
Our
shares of Common Stock are listed on The Nasdaq Capital Market under the symbol “ARDS.” The last reported sale price of our
Common Stock on September __, 2022 was $[ ] per share.
Transfer
Agent and Registrar
The
transfer agent and registrar for our Common Stock is Pacific Stock Transfer Company.
Electronic
Offer, Sale and Distribution of Shares
A
prospectus in electronic format may be made available on the websites maintained by the underwriter or one or more of selling group members.
The underwriter may agree to allocate a number of shares to selling group members for sale to its online brokerage account holders. Internet
distributions will be allocated by the underwriter and selling group members that will make internet distributions on the same basis
as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated
by reference into this prospectus supplement, has not been approved or endorsed by us, and should not be relied upon by investors.
Stabilization
The
underwriter has advised us that it, pursuant to Regulation M under the Exchange Act, and certain persons participating in the offering
may engage in short sale transactions, stabilizing transactions, syndicate covering transactions or the imposition of penalty bids in
connection with this offering. These activities may have the effect of stabilizing or maintaining the market price of the shares at a
level above that which might otherwise prevail in the open market. Establishing short sales positions may involve either “covered”
short sales or “naked” short sales.
“Covered”
short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares in this offering.
The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing
shares in the open market. In determining the source of shares to close out the covered short position, the underwriter will consider,
among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase
shares through the option to purchase additional shares.
“Naked”
short sales are sales in excess of the option to purchase additional shares. The underwriter must close out any naked short position
by purchasing shares in the open market. A naked short position is more likely to be created if the underwriter is concerned that there
may be downward pressure on the price of our shares in the open market after pricing that could adversely affect investors who purchase
in this offering.
A
stabilizing bid is a bid for the purchase of shares on behalf of the underwriter for the purpose of fixing or maintaining the price of
the shares. A syndicate covering transaction is the bid for or the purchase of shares on behalf of the underwriter to reduce a short
position incurred by the underwriter in connection with the offering. Similar to other purchase transactions, the underwriter’s
purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our shares or preventing
or retarding a decline in the market price of our shares. As a result, the price of our shares may be higher than the price that might
otherwise exist in the open market. A penalty bid is an arrangement permitting the underwriter to reclaim the selling concession otherwise
accruing to a syndicate member in connection with the offering if the shares originally sold by such syndicate member are purchased in
a syndicate covering transaction and therefore have not been effectively placed by such syndicate member.
Neither
we nor the underwriter makes any representation or prediction as to the direction or magnitude of any effect that the transactions described
above may have on the price of our shares. The underwriter is not obligated to engage in these activities and, if commenced, any of the
activities may be discontinued at any time.
The
underwriter may also engage in passive market making transactions in our shares on Nasdaq in accordance with Rule 103 of Regulation M
during a period before the commencement of offers or sales of our shares in this offering and extending through the completion of distribution.
A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all
independent bids are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase limits
are exceeded.
Other
Relationships
The
underwriter and certain of its affiliates are full service financial institutions engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging,
financing and brokerage activities. The underwriter and certain of its affiliates may in the future perform, various commercial and investment
banking and financial advisory services for us and our affiliates, for which they would receive customary fees and expenses.
In
the ordinary course of their various business activities, the underwriter and certain of its affiliates may make or hold a broad array
of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including
bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve
securities and/or instruments issued by us and our affiliates. The underwriter and certain of its respective affiliates may also communicate
independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect
of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in
such securities and instruments.
Offer
Restrictions Outside the United States
Other
than in the United States, no action has been taken by us or the underwriter that would permit a public offering of the shares offered
by this prospectus supplement in any jurisdiction where action for that purpose is required. The shares offered by this prospectus supplement
and the accompanying prospectus may not be offered or sold, directly or indirectly, nor may this prospectus supplement or any other offering
material or advertisements in connection with the offer and sale of any such shares be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into
whose possession this prospectus supplement comes are advised to inform themselves about and to observe any restrictions relating to
the offering and the distribution of this prospectus supplement. This prospectus supplement does not constitute an offer to sell or a
solicitation of an offer to buy any shares offered by this prospectus supplement in any jurisdiction in which such an offer or a solicitation
is unlawful.
LEGAL
MATTERS
The
validity of the securities offered hereby will be passed upon for us by Sheppard, Mullin, Richter & Hampton, New York, NY. Certain
legal matters relating to the offering will be passed upon for the underwriter by Kaufman & Canoles, P.C., Richmond, Virginia.
EXPERTS
The
consolidated financial statements as of and for the years ended December 31, 2021 and 2020, included in our Annual Report on Form 10-K
for the year ended December 31, 2021, have been audited by Mayer Hoffman McCann P.C., independent registered public accounting firm,
as set forth in their report (which report includes an explanatory paragraph regarding the existence of substantial doubt about the Company’s
ability to continue as a going concern), and have been incorporated herein by reference in reliance on the report of Mayer Hoffman McCann
P.C., given on the authority of such firm as experts in auditing and accounting in giving said reports.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus supplement constitutes a part of the registration statement on Form S-3 that we have filed with the SEC under the Securities
Act. As permitted by the SEC’s rules, this prospectus supplement and any accompanying prospectus, which forms a part of the registration
statement, do not contain all of the information that is included in the registration statement. You will find additional information
about us in the registration statement. Any statement made in this prospectus supplement or any accompanying prospectus concerning legal
documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or
otherwise filed with the SEC for a more complete understanding of the document or matter.
We
are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and file annual, quarterly and current
reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over
the Internet at the SEC’s website at http://www.sec.gov. We also maintain a website at www.aridispharma.com, at which
you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished
to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus. You may also
request a copy of these filings, at no cost, by writing or telephoning us at: 983 University Avenue, Bldg. B, Los Gatos, California 95032,
(408) 385-1742.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them which means that we can disclose important
information to you by referring you to those documents instead of having to repeat the information in this prospectus. The information
incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically
update and supersede this information. This prospectus incorporates by reference the documents listed below (other than, unless otherwise
specifically indicated, current reports furnished under Item 2.02, Item 7.01 or Item 9.01 of Form 8-K and exhibits filed on such form
that are related to such items):
1.
The Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 13,
2022;
2.
The Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April
19, 2022;
3.
The Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022,
filed with the SEC on May 16, 2022 and the quarter ended June 30, 2022, filed with the SEC on August 16, 2022;
4.
The Company’s Current Reports on Form 8-K filed on January 19, 2022, April 15, 2022,
June 6, 2022, June 27, 2022 and August 15, 2022; and
5.
The description of the Company’s common stock contained in the registration statement in our prospectus that constitutes a
part of the Registration Statement on Form S-1, as amended (File No. 333-226232), including any amendment or report filed for the
purpose of updating that description.
We
also incorporate by reference all documents (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits
filed on such form that are related to such items) that are subsequently filed by us with the Securities and Exchange Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of the securities made by this prospectus
(including documents filed after the date of the initial Registration Statement of which this prospectus is a part and prior to the effectiveness
of the Registration Statement). These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, as well as proxy statements.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will
be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed document
that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement
PROSPECTUS
Aridis
Pharmaceuticals, Inc.
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Rights
Units
We
may offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, debt securities, warrants
to purchase common stock, preferred stock or debt securities, or any combination of the foregoing, either individually or as units comprised
of one or more of the other securities, having an aggregate initial offering price not exceeding $100,000,000.
This
prospectus provides a general description of the securities we may offer. Each time we sell a particular class or series of securities,
we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement and any related
free writing prospectus may also add, update or change information contained in this prospectus. We may also authorize one or more free
writing prospectuses to be provided to you in connection with these offerings. You should read carefully this prospectus, the applicable
prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference herein or therein before
you invest in any of our securities.
The
specific terms of any securities to be offered, and the specific manner in which they may be offered, will be described in one or more
supplements to this prospectus. This prospectus may not be used to consummate sales of any of these securities unless it is accompanied
by a prospectus supplement. Before investing, you should carefully read this prospectus and any related prospectus supplement.
Our
common stock is presently listed on The Nasdaq Capital Market under the symbol “ARDS.” On September 1, 2022, the last
reported sale price of our common stock was $1.44 per share. The applicable prospectus supplement will contain information, where
applicable, as to any other listing on The Nasdaq Capital Market or any securities market or other exchange of the securities, if any,
covered by the prospectus supplement. Prospective purchasers of our securities are urged to obtain current information as to the market
prices of our securities, where applicable
These
securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters, dealers, or
through a combination of these methods on a continuous or delayed basis. See “Plan of Distribution” in this prospectus.
We may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement. If any agents,
underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose
their names and the nature of our arrangements with them in a prospectus supplement. The price to the public of such securities and the
net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.
The
aggregate market value of our outstanding common stock held by non-affiliates was approximately $40.15 million which was calculated based
on 16,255,007 shares of outstanding common stock held by non-affiliates as of August 31, 2022, and a price per share of $2.47, the closing
price of our common stock on July 29, 2022. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities pursuant
to this registration statement with a value more than one-third of the aggregate market value of our common stock held by non-affiliates
in any 12-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75.0 million.
In the event that subsequent to the effective date of this registration statement, the aggregate market value of our outstanding common
stock held by non-affiliates equals or exceeds $75.0 million, then the one-third limitation on sales shall not apply to additional sales
made pursuant to this registration statement. We have not sold any securities pursuant to General Instruction I.B.6 of Form S-3 during
the 12 calendar months prior to, and including, the date of this registration statement.
Investing
in our securities involves various risks. See “Risk Factors” contained herein for more information on these risks.
Additional risks will be described in the related prospectus supplements under the heading “Risk Factors.” You should
review that section of the related prospectus supplements for a discussion of matters that investors in our securities should consider.
Neither
the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed
upon the adequacy or accuracy of this prospectus or any accompanying prospectus supplement. Any representation to the contrary is a criminal
offense.
The
date of this prospectus is September 12, 2022.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or SEC, using a “shelf”
registration process. Under this shelf registration statement, we may sell from time to time in one or more offerings of common stock
and preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or as
units comprised of a combination of one or more of the other securities in one or more offerings up to a total dollar amount of $100,000,000.
This prospectus provides you with a general description of the securities we may offer. Each time we sell any type or series of securities
under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of that offering.
This
prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering
of the securities, you should refer to the registration statement, including its exhibits. We may add, update or change in a prospectus
supplement or free writing prospectus any of the information contained in this prospectus or in the documents we have incorporated by
reference into this prospectus. We may also authorize one or more free writing prospectuses to be provided to you that may contain material
information relating to these offerings. This prospectus, together with the applicable prospectus supplement, any related free writing
prospectus and the documents incorporated by reference into this prospectus and the applicable prospectus supplement, will include all
material information relating to the applicable offering. You should carefully read both this prospectus and the applicable prospectus
supplement and any related free writing prospectus, together with the additional information described under “Where You Can
Find More Information,” before buying any of the securities being offered.
We
have not authorized any dealer, agent or other person to give any information or to make any representation other than those contained
or incorporated by reference in this prospectus, any accompanying prospectus supplement or any related free writing prospectus that we
may authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated by reference
in this prospectus or an accompanying prospectus supplement, or any related free writing prospectus that we may authorize to be provided
to you. This prospectus, the accompanying prospectus supplement and any related free writing prospectus, if any, do not constitute an
offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do
this prospectus, the accompanying prospectus supplement or any related free writing prospectus, if any, constitute an offer to sell or
the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation
in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement or
any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any
information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference
(as our business, financial condition, results of operations and prospects may have changed since that date), even though this prospectus,
any applicable prospectus supplement or any related free writing prospectus is delivered or securities are sold on a later date.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in
some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
This
prospectus may not be used to consummate sales of our securities, unless it is accompanied by a prospectus supplement. To the extent
there are inconsistencies between any prospectus supplement, this prospectus and any documents incorporated by reference, the document
with the most recent date will control.
As
permitted by the rules and regulations of the SEC, the registration statement, of which this prospectus forms a part, includes additional
information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the
SEC’s web site or at the SEC’s offices described below under the heading “Where You Can Find Additional Information.”
Company
References
In
this prospectus “the Company,” “we,” “us,” and “our” refer to Aridis Pharmaceuticals,
Inc., a Delaware corporation, and its subsidiaries, unless the context otherwise requires.
SUMMARY
Overview
We
are a late-stage biopharmaceutical company focused on the discovery and development of novel anti-infectives. A significant focus of
ours is on targeted immunotherapy using fully human monoclonal antibodies, or mAbs, to treat life-threatening infections. mAbs represent
an innovative treatment approach that harnesses the human immune system to fight infections and are designed to overcome the deficiencies
associated with current therapies, such as rise in drug resistance, short duration of response, limited tolerability, negative impact
on the human microbiome, and lack of differentiation among the treatment alternatives. The majority of our product candidates are derived
by employing our differentiated antibody discovery platforms. Our proprietary product pipeline comprises fully human mAbs targeting specific
pathogens associated with life-threatening bacterial infections, primarily nosocomial pneumonia, and viral infections such as COVID-19.
Our proprietary product pipeline is comprised of fully human mAbs targeting specific pathogens associated with life threatening bacterial
and viral infections, primarily hospital acquired pneumonia, or HAP, ventilator associated pneumonia, or VAP, cystic fibrosis, and COVID-19.
Our clinical stage product candidates have exhibited promising preclinical data and clinical data
Our
ʎPEX™ production platform technology enables the screening of a large number of antibody-producing B-cells from patients and
generation of high mAb-producing mammalian production cell line at a speed not previously attainable. As a result, we can significantly
reduce time for antibody discovery and manufacturing compared to conventional approaches. This technology is being applied to the development
of COVID-19 mAbs.
Current
clinical development activities are focused on AR-301, AR-320, AR-501, and AR-701. Our lead product candidates, AR-301 and AR-320, target
gram positive bacteria Staphylococcus aureus, or S. aureus, a common pathogen associated with HAP, VAP, and a number of
other life threatening infections.
AR-301
neutralizes the alpha toxin produced by gram-positive bacteria S. aureus and prevents alpha toxin mediated destruction of host
cells and host immune response to the S. aureus infection. AR-301’s mode of action is independent of the antibiotic
resistance profile of S. aureus, and it is active against infections caused by both methicillin-resistant S. aureus (“MRSA”)
and methicillin-susceptible S. aureus (“MSSA”). AR-301 has exhibited promising data from a Phase 1/2a clinical study
in S. aureus VAP patients (n=48 patients), showing consistent trends toward clinical benefits. An ongoing global Phase 3 trial
to evaluate the therapeutic adjunctive treatment of AR-301 in S. aureus infected ventilator associated pneumonia patients has
been actively enrolling patients. . We expect to report top line data from this trial in the late second half of 2022.
AR-320
and AR-301 share similar targets and mechanism of action, thus are complementary products. AR-320 (also called ‘suvratoxumab’)
is being developed as a preventive treatment of S. aureus pneumonia, while AR-301 is being developed as a therapeutic treatment.
A multinational, randomized, double blinded, placebo-controlled Phase 2 study (n=196 patients) showed that mechanically ventilated ICU
patients colonized with S. aureus who are treated with AR-320 saw a relative risk reduction of pneumonia by 32% in the overall
intent to treat study population, and by 47% in the prespecified under 65 year old population, which is the target population in the
planned Phase 3 study. The relative risk reduction in the target population reached statistical significance, and was also associated
with a substantial reduction in the duration of care needed in the ICU and hospital. We initiated a global Phase 3 pivotal trial evaluating
AR-320 for the prevention of VAP in mechanically ventilated patients with confirmed lung colonization of S. aureus and are at
high risk of progressing toward VAP. This study is being largely funded by the European Commission’s Innovative Medicines Initiative
(IMI) and will enroll up to 562 patients in approximately 200 clinical sites across 20 countries in Europe, North and South America,
and Asia.
To
complement and diversify our portfolio of targeted mAbs, we are developing a broad-spectrum small molecule non-antibiotic anti-infective
agent gallium citrate (AR-501). AR-501 is being developed in collaboration with the Cystic Fibrosis Foundation (“CFF”) as
a chronic inhaled therapy to treat lung infections in cystic fibrosis patients. AR 501 was granted Orphan Drug, Fast Track and Qualified
Infectious Disease Product (“QIDP”) designations by the Food and Drug Administration (“FDA”). The European Medicines
Agency (“EMA”) granted the program Orphan Drug Designation. AR-501 is being evaluated in a Phase 1/2a for the treatment of
chronic lung infections associated with cystic fibrosis. In June 2020, we announced positive results from the Phase 1 portion of our
Phase 1/2a clinical trial of AR-501 in which healthy subjects were enrolled. The FDA reviewed the Phase 1 study results and recommended
that the study proceed at all dose levels to the Phase 2a portion of the Phase 1/2a trial in adult subjects with cystic fibrosis (“CF”).
Recently, the FDA reviewed the blinded safety data of the on-going Phase 2a study and concurred with our proposal to
include an optional higher (80mg) dose. We expect to complete enrollment and announce study results in the second half of 2022.
The
AR-701 mAb cocktail exhibits broad neutralization to SARS-CoV-2, SARS, MERS, and several seasonal ‘common cold’ coronaviruses.
Both mAbs in the AR-701 cocktail are effective against the SARS-CoV-2 Omicron BA.1, BA.2, BA.4, BA.5 subvariants in vitro. We
recently announced that AR-701 effectively eradicated virus from the lungs of SARS-CoV-2 (COVID-19) infected macaque monkeys (non-human
primates) and protected the lungs from the disease. The mAb cocktail was effective when administered by inhalation either prophylactically
or therapeutically. The potency of AR-701 and its direct delivery to the lungs by inhaled administration may facilitate broader treatment
coverage and dose sparing not achievable by parenteral administration. A clinical Phase 1/2 study is expected to be launched in the first
half of 2023.
To
date, we have devoted substantially all of our resources to research and development efforts relating to our therapeutic candidates,
including conducting clinical trials and developing manufacturing capabilities, in-licensing related intellectual property, protecting
our intellectual property and providing general and administrative support for these operations. We have generated revenue from our payments
under our collaboration strategic research and development contracts and federal awards and grants, as well as awards and grants from
not-for-profit entities and fee for service to third-party entities. Since our inception, we have funded our operations primarily through
these sources and the issuance of common stock, convertible preferred stock, and debt securities. Current clinical development activities
are focused on AR-301, AR-320, AR-501 and AR-701.
The
Securities We May Offer
We
may offer shares of our common stock and preferred stock, various series of debt securities and warrants or rights to purchase any of
such securities, either individually or in units, from time to time under this prospectus, together with any applicable prospectus supplement
and related free writing prospectus, at prices and on terms to be determined by market conditions at the time of offering. If we issue
any debt securities at a discount from their original stated principal amount, then, for purposes of calculating the total dollar amount
of all securities issued under this prospectus, we will treat the initial offering price of the debt securities as the total original
principal amount of the debt securities. Each time we offer securities under this prospectus, we will provide offerees with a prospectus
supplement that will describe the specific amounts, prices and other important terms of the securities being offered, including, to the
extent applicable:
| ● | designation
or classification; |
| ● | aggregate
principal amount or aggregate offering price; |
| ● | maturity,
if applicable; |
| ● | original
issue discount, if any; |
| ● | rates
and times of payment of interest or dividends, if any; |
| ● | redemption,
conversion, exchange or sinking fund terms, if any; |
| ● | conversion
or exchange prices or rates, if any, and, if applicable, any provisions for changes to or
adjustments in the conversion or exchange prices or rates and in the securities or other
property receivable upon conversion or exchange; |
| ● | restrictive
covenants, if any; |
| ● | voting
or other rights, if any; and |
| ● | important
United States federal income tax considerations. |
A
prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update, or change
information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free
writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of
the registration statement of which this prospectus is a part.
We
may sell the securities to or through underwriters, dealers or agents or directly to purchasers. We, as well as any agents acting on
our behalf, reserve the sole right to accept and to reject in whole or in part any proposed purchase of securities. Each prospectus supplement
will set forth the names of any underwriters, dealers or agents involved in the sale of securities described in that prospectus supplement
and any applicable fee, commission or discount arrangements with them, details regarding any over-allotment option granted to them, and
net proceeds to us. The following is a summary of the securities we may offer with this prospectus.
Common
Stock
We
currently have authorized 100,000,000 shares of common stock, par value $0.0001 per share. As of August 31, 2022, 17,701,592 shares of
common stock were issued and outstanding. We may offer shares of our common stock either alone or underlying other registered securities
convertible into or exercisable for our common stock. Holders of our common stock are entitled to such dividends as our board of directors
(the “Board of Directors” or “Board”) may declare from time to time out of legally available funds, subject to
the preferential rights of the holders of any shares of our preferred stock that are outstanding or that we may issue in the future.
Currently, we do not pay any dividends on our common stock. Each holder of our common stock is entitled to one vote per share. In this
prospectus, we provide a general description of, among other things, the rights and restrictions that apply to holders of our common
stock.
Preferred
Stock
We
currently have authorized 60,000,000 shares of preferred stock, par value $0.0001. There are currently no shares of preferred stock outstanding.
Any authorized and undesignated shares of preferred stock may be issued from time to time in one or more additional series pursuant to
a resolution or resolutions providing for such issue duly adopted by our Board of Directors (authority to do so being hereby expressly
vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by
resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof,
of any wholly unissued series of preferred stock, including without limitation authority to fix by resolution or resolutions the dividend
rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption
price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation
thereof, or any of the foregoing.
The
rights, preferences, privileges, and restrictions granted to or imposed upon any series of preferred stock that we offer and sell under
this prospectus and applicable prospectus supplements will be set forth in a certificate of designation relating to the series. We will
incorporate by reference into the registration statement of which this prospectus is a part the form of any certificate of designation
that describes the terms of the series of preferred stock we are offering before the issuance of shares of that series of preferred stock.
You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the
series of preferred stock being offered, as well as the complete certificate of designation that contains the terms of the applicable
series of preferred stock.
Debt
Securities
We
may offer general debt obligations, which may be secured or unsecured, senior or subordinated, and convertible into shares of our common
stock. In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as the “debt securities.”
We may issue debt securities under a note purchase agreement or under an indenture to be entered between us and a trustee and forms of
the senior and subordinated indentures are included as an exhibit to the registration statement of which this prospectus is a part. The
indentures do not limit the amount of securities that may be issued under it and provides that debt securities may be issued in one or
more series. The senior debt securities will have the same rank as all of our other indebtedness that is not subordinated. The subordinated
debt securities will be subordinated to our senior debt on terms set forth in the applicable prospectus supplement. In addition, the
subordinated debt securities will be effectively subordinated to creditors and preferred stockholders of our subsidiaries. Our Board
of Directors will determine the terms of each series of debt securities being offered. This prospectus contains only general terms and
provisions of the debt securities. The applicable prospectus supplement will describe the particular terms of the debt securities offered
thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related
to the series of debt securities being offered, as well as the complete note agreements and/or indentures that contain the terms of the
debt securities. Forms of indentures have been filed as exhibits to the registration statement of which this prospectus is a part, and
supplemental indentures and forms of debt securities containing the terms of debt securities being offered will be incorporated by reference
into the registration statement of which this prospectus is apart from reports we file with the SEC.
Warrants
We
may offer warrants for the purchase of shares of our common stock or preferred stock or of debt securities. We may issue the
warrants by themselves or together with common stock, preferred stock or debt securities, and the warrants may be attached to or
separate from any offered securities. Any warrants issued under this prospectus may be evidenced by warrant certificates. Warrants
may be issued under a separate warrant agreement to be entered into between us and the investors or a warrant agent. Our Board of
Directors will determine the terms of the warrants. This prospectus contains only general terms and provisions of the warrants. The
applicable prospectus supplement will describe the particular terms of the warrants being offered thereby. You should read any
prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of warrants
being offered, as well as the complete warrant agreements that contain the terms of the warrants. Specific warrant agreements will
contain additional important terms and provisions and will be incorporated by reference into the registration statement of which
this prospectus is apart from reports we file with the SEC.
Rights
We
may issue rights to our stockholders to purchase shares of our common stock, preferred stock or the other securities described in this
prospectus. We may offer rights separately or together with one or more additional rights, debt securities, preferred stock, common stock
or warrants, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. Each
series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights
agent. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series of certificates
and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners
of rights. The following description sets forth certain general terms and provisions of the rights to which any prospectus supplement
may relate. The particular terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general
provisions may apply to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular
terms of the rights, rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described
below, then the terms described below will be deemed to have been superseded by that prospectus supplement. Specific rights agreements
will contain additional important terms and provisions and will be incorporated by reference into the registration statement of which
this prospectus is apart from reports we file with the SEC.
Units
We
may offer units consisting of our common stock or preferred stock, debt securities and/or warrants to purchase any of these securities
in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may
enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name
and address of the unit agent in the applicable prospectus supplement relating to a particular series of units. This prospectus contains
only a summary of certain general features of the units. The applicable prospectus supplement will describe the particular features of
the units being offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be
provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units.
Specific unit agreements will contain additional important terms and provisions and will be incorporated by reference into the registration
statement of which this prospectus is apart from reports we file with the SEC.
Corporate
Information
We
were formed under the name “Aridis, LLC” in the State of California on April 24, 2003 as a limited liability company. On
August 30, 2004, we changed our name to “Aridis Pharmaceuticals, LLC.” On May 21, 2014, we converted into a Delaware corporation
named “Aridis Pharmaceuticals, Inc.” Our fiscal year end is December 31. Our principal executive offices are located at 983
University Avenue, Building B, Lost Gatos, California 95032. Our telephone number is (408) 385-1742. Our website address is www.aridispharma.com.
The information contained on, or that can be accessed through, our website is not a part of this registration statement or the accompanying
prospectus.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. This prospectus contains, and the prospectus supplement applicable to each
offering of our securities will contain, a discussion of the risks applicable to an investment in our securities. Prior to making a decision
about investing in our securities, you should carefully consider the specific factors discussed under the heading “Risk Factors”
in this prospectus and the applicable prospectus supplement, together with all of the other information contained or incorporated by
reference in the prospectus supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks,
uncertainties and assumptions discussed under Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2021, filed with the SEC on April 13, 2022, and any updates described in our Quarterly Reports on Form 10-Q,
all of which are incorporated herein by reference, and may be amended, supplemented or superseded from time to time by other reports
we file with the SEC in the future and any prospectus supplement related to a particular offering. The risks and uncertainties we have
described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial
may also affect our operations. The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment
in the offered securities.
FORWARD-LOOKING
STATEMENTS
This
prospectus and any accompanying prospectus supplement, including the documents that we incorporate by reference, contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section
21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this prospectus and any accompanying
prospectus supplement about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical
facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as
“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,”
“plan,” and “would.” For example, statements concerning financial condition, possible or assumed future results
of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future management
and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees of performance. They involve
known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements
to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement.
Any
forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this prospectus and
any accompanying prospectus supplement. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially
from estimates or projections contained in the forward-looking statements include, but are not limited to:
● |
the timing of regulatory submissions; |
● |
our ability to obtain and maintain regulatory approval of our existing product candidates and any other product candidates we may develop,
and the labeling under any approval we may obtain; |
● |
approvals for clinical trials may be delayed or withheld by regulatory agencies; |
● |
preclinical and clinical studies will not be successful or confirm earlier results or meet expectations or meet regulatory requirements
or meet performance thresholds for commercial success; |
● |
risks relating to the timing and costs of clinical trials, the timing and costs of other expenses; |
● |
risks associated with obtaining funding from third parties; |
● |
risks associated with delays, increased costs and funding shortages caused by or resulting from the COVID-19 pandemic; |
● |
management and employee operations and execution risks; |
● |
risks related to market acceptance of products; |
● |
intellectual property risks; |
● |
assumptions regarding the size of the available market, benefits of our products, product pricing, and timing of product
launches; |
● |
risks associated with the uncertainty of future financial results; |
● |
our ability to attract collaborators and partners; and |
● |
risks associated with our reliance on third party organizations. |
The
foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking
statements. You should read this prospectus and any accompanying prospectus supplement and the documents that we reference herein and
therein and have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understanding
that our actual future results may be materially different from what we expect. You should assume that the information appearing in this
prospectus and any accompanying prospectus supplement is accurate as of the date on the front cover of this prospectus or such prospectus
supplement only. Because the risk factors referred to on page 7 of this prospectus and incorporated herein by reference, could
cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf,
you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date
on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and
it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business
or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statements. We qualify all of the information presented in this prospectus and any accompanying prospectus supplement,
and particularly our forward-looking statements, by these cautionary statements.
USE
OF PROCEEDS
Except
as described in any prospectus supplement and any free writing prospectus in connection with a specific offering, we currently intend
to use the net proceeds from the sale of the securities offered under this prospectus for general corporate purposes, including the development
and commercialization of our products, research and development, general and administrative expenses, license or technology acquisitions,
and working capital and capital expenditures. We may also use the net proceeds to repay any debts and/or invest in or acquire complementary
businesses, products, or technologies, although we have no current commitments or agreements with respect to any such investments or
acquisitions as of the date of this prospectus. We have not determined the amount of net proceeds to be used specifically for the foregoing
purposes. As a result, our management will have broad discretion in the allocation of the net proceeds and investors will be relying
on the judgment of our management regarding the application of the proceeds of any sale of the securities. Pending use of the net proceeds,
we intend to invest the proceeds in short-term, investment-grade, interest-bearing instruments.
Each
time we offer securities under this prospectus, we will describe the intended use of the net proceeds from that offering in the applicable
prospectus supplement. The actual amount of net proceeds we spend on a particular use will depend on many factors, including, our future
capital expenditures, the amount of cash required by our operations, and our future revenue growth, if any. Therefore, we will retain
broad discretion in the use of the net proceeds.
DESCRIPTION
OF CAPITAL STOCK
General
The
following description of our capital stock, together with any additional information we include in any applicable prospectus supplement
or any related free writing prospectus, summarizes the material terms and provisions of our common stock and the preferred stock that
we may offer under this prospectus. While the terms we have summarized below will apply generally to any future common stock or preferred
stock that we may offer, we will describe the particular terms of any class or series of these securities in more detail in the applicable
prospectus supplement. For the complete terms of our common stock and preferred stock, please refer to our Certificate of Incorporation,
as amended and restated (the “Certificate of Incorporation”) and our bylaws, as amended and restated (the “Bylaws”)
that are incorporated by reference into the registration statement of which this prospectus is a part or may be incorporated by reference
in this prospectus or any applicable prospectus supplement. The terms of these securities may also be affected by Delaware General Corporation
Law (the “DGCL”). The summary below and that contained in any applicable prospectus supplement or any related free writing
prospectus are qualified in their entirety by reference to our Certificate of Incorporation and our amended and restated bylaws.
As
of the date of this prospectus, our authorized capital stock consisted of 100,000,000 shares of common stock, $0.0001 par value per share,
and 60,000,000 shares of preferred stock, $0.0001 par value per share. Our Board may establish the rights and preferences of the preferred
stock from time to time. As of August 31, 2022, there were 17,701,592 shares of our common stock issued and outstanding and no shares
of preferred stock issued and outstanding.
Common
Stock
We
are authorized to issue up to a total of 100,000,000 shares of common stock, par value $0.0001 per share. Holders of our common stock
are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our common stock have
no cumulative voting rights. All shares of common stock offered hereby will, when issued, be fully paid and nonassessable, including
shares of common stock issued upon the exercise of common stock warrants or subscription rights, if any.
Further,
holders of our common stock have no preemptive or conversion rights or other subscription rights. Upon our liquidation, dissolution or
winding- up, holders of our common stock are entitled to share in all assets remaining after payment of all liabilities and the liquidation
preferences of any of our outstanding shares of preferred stock. Subject to preferences that may be applicable to any outstanding shares
of preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our
Board of Directors out of our assets which are legally available. Such dividends, if any, are payable in cash, in property or in shares
of capital stock.
The
holders of a majority of the shares of our capital stock, represented in person or by proxy, are necessary to constitute a quorum for
the transaction of business at any meeting. If a quorum is present, an action by stockholders entitled to vote on a matter is approved
if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, with the exception of
the election of directors, which requires a plurality of the votes cast.
Preferred
Stock
Our
board of directors has the authority, without further action by the stockholders, to issue up to 60,000,000 shares of preferred stock
in one or more series and to fix the designations, powers, preferences, privileges, and relative participating, optional, or special
rights as well as the qualifications, limitations, or restrictions of the preferred stock, including dividend rights, conversion rights,
voting rights, terms of redemption, and liquidation preferences, any or all of which may be greater than the rights of the common stock.
Our board of directors, without stockholder approval, can issue convertible preferred stock with voting, conversion, or other rights
that could adversely affect the voting power and other rights of the holders of common stock. Preferred stock could be issued quickly
with terms calculated to delay or prevent a change of control or make removal of management more difficult. Additionally, the issuance
of preferred stock may have the effect of decreasing the market price of our common stock, and may adversely affect the voting and other
rights of the holders of common stock. At present, we have no plans to issue any shares of preferred stock following this offering.
Anti-Takeover
Effects of Provisions of Delaware State Law
We
are governed by the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a public Delaware
corporation from engaging in a “business combination” with an “interested stockholder” for a period of three
years after the date of the transaction in which the person became an interested stockholder, unless:
|
● |
the transaction was approved by the board of directors prior to the time that the stockholder became an interested stockholder; |
|
● |
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by
directors who are also officers of the corporation and 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 |
|
● |
at or subsequent to the time the stockholder became an interested stockholder, the business combination was approved by the board of
directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of
at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. |
In
general, Section 203 defines a “business combination” to include mergers, asset sales and other transactions resulting in
financial benefit to a stockholder and an “interested stockholder” as a person who, together with affiliates and associates,
owns, or within three years did own, 15% or more of the corporation’s outstanding voting stock. These provisions may have the effect
of delaying, deferring or preventing changes in control of our company.
Our
certificate of incorporation and our bylaws include a number of provisions that could deter hostile takeovers or delay or prevent changes
in control of our board of directors or management team, including the following:
Board
of Directors Vacancies. Our bylaws authorize only our board of directors to fill vacant directorships, including newly created seats.
In addition, the number of directors constituting our board of directors will be permitted to be set only by a resolution adopted by
a majority vote of our entire board of directors. These provisions would prevent a stockholder from increasing the size of our board
of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This will make
it more difficult to change the composition of our board of directors and will promote continuity of management.
Classified
Board. Our bylaws provide that our board of directors is classified into three classes of directors. A third party may be discouraged
from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time consuming for stockholders
to replace a majority of the directors on a classified board of directors. See the section titled “Management — Classified
Board of Directors.”
Stockholder
Action; Special Meeting of Stockholders. Our bylaws provide that any action which may be taken at any annual or special meeting of
stockholders, may, if such action has been earlier approved by the Board, be taken without a meeting. As a result, a holder controlling
a majority of our capital stock would not be able to amend our bylaws or remove directors without holding a meeting of our stockholders
called in accordance with our bylaws unless such action had been earlier approved by the Board. Our bylaws further provide that special
meetings of our stockholders may be called only by our board of directors or the chairman of our board of directors, thus prohibiting
a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of
a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors.
Advance
Notice Requirements for Stockholder Proposals and Director Nominations. Our bylaws provide advance notice procedures for stockholders
seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual
meeting of stockholders. Our bylaws will also specify certain requirements regarding the form and content of a stockholder’s notice.
These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations
for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions 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.
No
Cumulative Voting. The Delaware General Corporation Law provides that stockholders are not entitled to cumulate votes in the election
of directors unless a corporation’s certificate of incorporation provides otherwise. Our certificate of incorporation does not
provide for cumulative voting.
Issuance
of Undesignated Preferred Stock. Our board of directors will have the authority, without further action by our stockholders, to issue
up to 60,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to
time by our board of directors. The existence of authorized but unissued shares of preferred stock would enable our board of directors
to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other
means.
Listing
Our
common stock is listed on The Nasdaq Capital Market under the trading symbol “ARDS.”
Transfer
Agent and Registrar
The
Transfer Agent and Registrar for our common stock is Pacific Stock Transfer Company. The transfer agent and registrar’s address
is 6725 Via Austi Parkway, Suite 300, Las Vegas, Nevada 89119.
DESCRIPTION
OF DEBT SECURITIES
The
following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectuses,
summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. We may issue debt securities,
in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized
below will apply generally to any future debt securities we may offer under this prospectus, we will describe the particular terms of
any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of
any debt securities we offer under a prospectus supplement may differ from the terms we describe below. However, no prospectus supplement
shall fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in
this prospectus at the time of its effectiveness. As of the date of this prospectus, we have no outstanding registered debt securities.
Unless the context requires otherwise, whenever we refer to the “indentures,” we also are referring to any supplemental indentures
that specify the terms of a particular series of debt securities.
We
will issue any senior debt securities under the senior indenture that we will enter into with the trustee named in the senior indenture.
We will issue any subordinated debt securities under the subordinated indenture and any supplemental indentures that we will enter into
with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement,
of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities
being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference
from reports that we file with the SEC.
The
indentures will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). We use the term
“trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable.
The
following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject
to, and qualified in their entirety by reference to, all of the provisions of the indenture and any supplemental indentures applicable
to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses
related to the debt securities that we may offer under this prospectus, as well as the complete indentures that contains the terms of
the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.
General
The
terms of each series of debt securities will be established by or pursuant to a resolution of our Board of Directors and set forth or
determined in the manner provided in an officers’ certificate or by a supplemental indenture. Debt securities may be issued in
separate series without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amount for the debt
securities of any series. We will describe in the applicable prospectus supplement the terms of the series of debt securities being offered,
including:
| ● | the
principal amount being offered, and if a series, the total amount authorized and the total
amount outstanding; |
| ● | any
limit on the amount that may be issued; |
| ● | whether
or not we will issue the series of debt securities in global form, and, if so, the terms
and who the depositary will be; |
| ● | whether
and under what circumstances, if any, we will pay additional amounts on any debt securities
held by a person who is not a United States person for tax purposes, and whether we can redeem
the debt securities if we have to pay such additional amounts; |
| ● | the
annual interest rate, which may be fixed or variable, or the method for determining the rate
and the date interest will begin to accrue, the dates interest will be payable and the regular
record dates for interest payment dates or the method for determining such dates; |
| ● | whether
or not the debt securities will be secured or unsecured, and the terms of any secured debt; |
| ● | the
terms of the subordination of any series of subordinated debt; |
| ● | the
place where payments will be made; |
| ● | restrictions
on transfer, sale or other assignment, if any; |
| ● | our
right, if any, to defer payment of interest and the maximum length of any such deferral period; |
| ● | the
date, if any, after which, and the price at which, we may, at our option, redeem the series
of debt securities pursuant to any optional or provisional redemption provisions and the
terms of those redemption provisions; |
| ● | provisions
for a sinking fund purchase or other analogous fund, if any, including the date, if any,
on which, and the price at which we are obligated, pursuant thereto or otherwise, to redeem,
or at the holder’s option, to purchase, the series of debt securities and the currency
or currency unit in which the debt securities are payable; |
| ● | whether
the indenture will restrict our ability or the ability of our subsidiaries, if any, to: |
| ○ | incur
additional indebtedness; |
| ○ | issue
additional securities; |
| ○ | pay
dividends or make distributions in respect of our capital stock or the capital stock of our
subsidiaries; |
| ○ | place
restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer
assets; |
| ○ | make
investments or other restricted payments; |
| ○ | sell
or otherwise dispose of assets; |
| ○ | enter
into sale-leaseback transactions; |
| ○ | engage
in transactions with stockholders or affiliates; |
| ○ | issue
or sell stock of our subsidiaries; or |
| ○ | effect
a consolidation or merger; |
| ● | whether
the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based,
asset-based or other financial ratios; |
| ● | a
discussion of certain material or special United States federal income tax considerations
applicable to the debt securities; |
| ● | information
describing any book-entry features; |
| ● | the
applicability of the provisions in the indenture on discharge; |
| ● | whether
the debt securities are to be offered at a price such that they will be deemed to be offered
at an “original issue discount” as defined in paragraph (a) of Section 1273 of
the Internal Revenue Code of 1986, as amended; |
| ● | the
denominations in which we will issue the series of debt securities, if other than denominations
of $1,000 and any integral multiple thereof; |
| ● | the
currency of payment of debt securities if other than U.S. dollars and the manner of determining
the equivalent amount in U.S. dollars; and |
| ● | any
other specific terms, preferences, rights or limitations of, or restrictions on, the debt
securities, including any additional events of default or covenants provided with respect
to the debt securities, and any terms that may be required by us or advisable under applicable
laws or regulations. |
Conversion
or Exchange Rights
We
will set forth in the applicable prospectus supplement the terms under which a series of debt securities may be convertible into or exchangeable
for our common stock, our preferred stock or other securities (including securities of a third party). We will include provisions as
to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which
the number of shares of our common stock, our preferred stock or other securities (including securities of a third party) that the holders
of the series of debt securities receive would be subject to adjustment.
Consolidation,
Merger or Sale
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indentures will not
contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or
substantially all of our assets. However, any successor to or acquirer of such assets must assume all of our obligations under the
indentures or the debt securities, as appropriate. If the debt securities are convertible into or exchangeable for our other
securities or securities of other entities, the person with whom we consolidate or merge or to whom we sell all of our property must
make provisions for the conversion of the debt securities into securities that the holders of the debt securities would have
received if they had converted the debt securities before the consolidation, merger or sale.
Events
of Default under the Indenture
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default
under the indentures with respect to any series of debt securities that we may issue:
| ● | if
we fail to pay interest when due and payable and our failure continues for 90 days and the
time for payment has not been extended; |
| ● | if
we fail to pay the principal, premium or sinking fund payment, if any, when due and payable
at maturity, upon redemption or repurchase or otherwise, and the time for payment has not
been extended; |
| ● | if
we fail to observe or perform any other covenant contained in the debt securities or the
indentures, other than a covenant specifically relating to another series of debt securities,
and our failure continues for 90 days after we receive notice from the trustee or we and
the trustee receive notice from the holders of at least 25% in aggregate principal amount
of the outstanding debt securities of the applicable series; and |
| ● | if
specified events of bankruptcy, insolvency or reorganization occur. |
We
will describe in each applicable prospectus supplement any additional events of default relating to the relevant series of debt securities.
If
an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified
in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities
of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal,
premium, if any, and accrued interest, if any, due and payable immediately. If an event of default arises due to the occurrence of certain
specified bankruptcy, insolvency or reorganization events, the unpaid principal, premium, if any, and accrued interest, if any, of each
issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any
holder.
The
holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of
default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium,
if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the
default or event of default.
Subject
to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the trustee will be under no
obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable
series of debt securities, unless such holders have offered the trustee reasonable indemnity or security satisfactory to it against any
loss, liability or expense. The holders of a majority in principal amount of the outstanding debt securities of any series will have
the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any
trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:
| ● | the
direction so given by the holder is not in conflict with any law or the applicable indenture;
and |
| ● | subject
to its duties under the Trust Indenture Act, the trustee need not take any action that might
involve it in personal liability or might be unduly prejudicial to the holders not involved
in the proceeding. |
The
indentures will provide that if an event of default has occurred and is continuing, the trustee will be required in the exercise of its
powers to use the degree of care that a prudent person would use in the conduct of its own affairs. The trustee, however, may refuse
to follow any direction that conflicts with law or the indenture, or that the trustee determines is unduly prejudicial to the rights
of any other holder of the relevant series of debt securities, or that would involve the trustee in personal liability. Prior to taking
any action under the indentures, the trustee will be entitled to indemnification against all costs, expenses and liabilities that would
be incurred by taking or not taking such action.
A
holder of the debt securities of any series will have the right to institute a proceeding under the indentures or to appoint a receiver
or trustee, or to seek other remedies only if:
| ● | the
holder has given written notice to the trustee of a continuing event of default with respect
to that series; |
| ● | the
holders of at least 25% in aggregate principal amount of the outstanding debt securities
of that series have made a written request and such holders have offered reasonable indemnity
to the trustee or security satisfactory to it against any loss, liability or expense or to
be incurred in compliance with instituting the proceeding as trustee; and |
| ● | the
trustee does not institute the proceeding, and does not receive from the holders of a majority
in aggregate principal amount of the outstanding debt securities of that series other conflicting
directions within 90 days after the notice, request and offer. |
These
limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium,
if any, or interest on, the debt securities, or other defaults that may be specified in the applicable prospectus supplement.
We
will periodically file statements with the trustee regarding our compliance with specified covenants in the indentures.
The
indentures will provide that if a default occurs and is continuing and is actually known to a responsible officer of the trustee, the
trustee must mail to each holder notice of the default within the earlier of 90 days after it occurs and 30 days after it is known by
a responsible officer of the trustee or written notice of it is received by the trustee, unless such default has been cured or waived.
Except in the case of a default in the payment of principal or premium of, or interest on, any debt security or certain other defaults
specified in an indenture, the trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive
committee or a trust committee of directors, or responsible officers of the trustee, in good faith determine that withholding notice
is in the best interests of holders of the relevant series of debt securities.
Modification
of Indenture; Waiver
Subject
to the terms of the indenture for any series of debt securities that we may issue, we and the trustee may change an indenture without
the consent of any holders with respect to the following specific matters:
| ● | to
fix any ambiguity, defect or inconsistency in the indenture; |
| ● | to
comply with the provisions described above under “Description of Debt Securities —
Consolidation, Merger or Sale;” |
| ● | to
comply with any requirements of the SEC in connection with the qualification of any indenture
under the Trust Indenture Act; |
| ● | to
add to, delete from or revise the conditions, limitations and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of debt securities, as set
forth in the indenture; |
| ● | to
provide for the issuance of, and establish the form and terms and conditions of, the debt
securities of any series as provided under “Description of Debt Securities —
General,” to establish the form of any certifications required to be furnished
pursuant to the terms of the indenture or any series of debt securities, or to add to the
rights of the holders of any series of debt securities; |
| ● | to
evidence and provide for the acceptance of appointment hereunder by a successor trustee; |
| ● | to
provide for uncertificated debt securities and to make all appropriate changes for such purpose; |
| ● | to
add such new covenants, restrictions, conditions or provisions for the benefit of the holders,
to make the occurrence, or the occurrence and the continuance, of a default in any such additional
covenants, restrictions, conditions or provisions an event of default or to surrender any
right or power conferred to us in the indenture; or |
| ● | to
change anything that does not adversely affect the interests of any holder of debt securities
of any series in any material respect. |
In
addition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the trustee with the written
consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is
affected. However, subject to the terms of the indenture for any series of debt securities that we may issue or otherwise provided in
the prospectus supplement applicable to a particular series of debt securities, we and the trustee may only make the following changes
with the consent of each holder of any outstanding debt securities affected:
| ● | extending
the stated maturity of the series of debt securities; |
| ● | reducing
the principal amount, reducing the rate of or extending the time of payment of interest,
or reducing any premium payable upon the redemption or repurchase of any debt securities;
or |
| ● | reducing
the percentage of debt securities, the holders of which are required to consent to any amendment,
supplement, modification or waiver. |
Discharge
Each
indenture provides that, subject to the terms of the indenture and any limitation otherwise provided in the prospectus supplement applicable
to a particular series of debt securities, we may elect to be discharged from our obligations with respect to one or more series of debt
securities, except for specified obligations, including obligations to:
| ● | register
the transfer or exchange of debt securities of the series; |
| ● | replace
stolen, lost or mutilated debt securities of the series; |
| ● | maintain
paying agencies; |
| ● | hold
monies for payment in trust; |
| ● | recover
excess money held by the trustee; |
| ● | compensate
and indemnify the trustee; and |
| ● | appoint
any successor trustee. |
In
order to exercise our rights to be discharged, we will deposit with the trustee money or government obligations sufficient to pay all
the principal of, and any premium and interest on, the debt securities of the series on the dates payments are due.
Form,
Exchange and Transfer
We
will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable
prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures will provide that we may issue debt
securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of,
The Depository Trust Company or another depositary named by us and identified in a prospectus supplement with respect to that series.
See “Legal Ownership of Securities” below for a further description of the terms relating to any book-entry securities.
At
the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the
applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities
of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject
to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement,
holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the
form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar
or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder
presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment
of any taxes or other governmental charges.
We
will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,
that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain
a transfer agent in each place of payment for the debt securities of each series.
If
we elect to redeem the debt securities of any series, we will not be required to:
| ● | issue,
register the transfer of, or exchange any debt securities of that series during a period
beginning at the opening of business 15 days before the day of mailing of a notice of redemption
of any debt securities that may be selected for redemption and ending at the close of business
on the day of the mailing; or |
| ● | register
the transfer of or exchange any debt securities so selected for redemption, in whole or in
part, except the unredeemed portion of any debt securities we are redeeming in part. |
Information
Concerning the Trustee
The
trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those
duties as are specifically set forth in the applicable indenture and is under no obligation to exercise any of the powers given it by
the indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs,
expenses and liabilities that it might incur. However, upon an event of default under an indenture, the trustee must use the same degree
of care as a prudent person would exercise or use in the conduct of his or her own affairs.
Payment
and Paying Agents
Unless
we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest
payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business
on the regular record date for the interest payment.
We
will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated
by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that
we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement,
we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of
each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities
of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All
money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that
remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us,
and the holder of the debt security thereafter may look only to us for payment thereof.
Governing
Law
The
indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to
the extent that the Trust Indenture Act is applicable.
Ranking
Debt Securities
The
subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment to certain other indebtedness
to the extent described in a prospectus supplement. The subordinated indenture does not limit the amount of subordinated debt securities
that we may issue. It also does not limit us from issuing any other secured or unsecured debt.
The
senior debt securities will be unsecured and will rank equally in right of payment to all our other senior unsecured debt. The senior
indenture does not limit the amount of senior debt securities that we may issue. It also does not limit us from issuing any other secured
or unsecured debt.
DESCRIPTION
OF WARRANTS
The
following description, together with the additional information we may include in any applicable prospectus supplements and free writing
prospectuses, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist
of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered
independently or together with common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached
to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer
under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable
prospectus supplement and any applicable free writing prospectus. The terms of any warrants offered under a prospectus supplement may
differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this
prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We
may issue the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by us. If selected, the
warrant agent will act solely as an agent of ours in connection with the warrants and will not act as an agent for the holders or beneficial
owners of the warrants. If applicable, we will file as exhibits to the registration statement of which this prospectus is a part, or
will incorporate by reference from a Current Report on Form 8-K that we file with the SEC, the form of warrant agreement, including a
form of warrant certificate, that describes the terms of the particular series of warrants we are offering before the issuance of the
related series of warrants. The following summaries of material provisions of the warrants and the warrant agreements are subject to,
and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a
particular series of warrants. We urge you to read the applicable prospectus supplement and any applicable free writing prospectus related
to the particular series of warrants that we sell under this prospectus, as well as the complete warrant agreements and warrant certificates
that contain the terms of the warrants.
General
We
will describe in the applicable prospectus supplement the terms relating to a series of warrants, including:
| ● | the
offering price and aggregate number of warrants offered; |
| ● | the
currency for which the warrants may be purchased; |
| ● | if
applicable, the designation and terms of the securities with which the warrants are issued
and the number of warrants issued with each such security or each principal amount of such
security; |
| ● | if
applicable, the date on and after which the warrants and the related securities will be separately
transferable; |
| ● | in
the case of warrants to purchase debt securities, the principal amount of debt securities
purchasable upon exercise of one warrant and the price at, and currency in which, this principal
amount of debt securities may be purchased upon such exercise; |
| ● | in
the case of warrants to purchase common stock or preferred stock, the number of shares of
common stock or preferred stock, as the case may be, purchasable upon the exercise of one
warrant and the price at which these shares may be purchased upon such exercise; |
| ● | the
effect of any merger, consolidation, sale or other disposition of our business on the warrant
agreements and the warrants; |
| ● | the
terms of any rights to redeem or call the warrants; |
| ● | any
provisions for changes to or adjustments in the exercise price or number of securities issuable
upon exercise of the warrants; |
| ● | the
dates on which the right to exercise the warrants will commence and expire; |
| ● | the
manner in which the warrant agreements and warrants may be modified; |
| ● | United
States federal income tax consequences of holding or exercising the warrants; |
| ● | the
terms of the securities issuable upon exercise of the warrants; and |
| ● | any
other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
| ● | Before
exercising their warrants, holders of warrants will not have any of the rights of holders
of the securities purchasable upon such exercise, including: |
| ● | in
the case of warrants to purchase debt securities, the right to receive payments of principal
of, or premium, if any, or interest on, the debt securities purchasable upon exercise or
to enforce covenants in the applicable indenture; or |
| ● | in
the case of warrants to purchase common stock or preferred stock, the right to receive dividends,
if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting
rights, if any. |
Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price
that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders
of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable
prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with
specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable
prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the
information that the holder of the warrant will be required to deliver to us or the warrant agent as applicable.
Upon
receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the
warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable
upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new
warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants
may surrender securities as all or part of the exercise price for warrants.
Enforceability
of Rights by Holders of Warrants
If
selected, each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or
relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than
one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant
agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon
us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate
legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
DESCRIPTION
OF RIGHTS
General
We
may issue rights to our stockholders to purchase shares of our common stock, preferred stock or the other securities described in this
prospectus. We may offer rights separately or together with one or more additional rights, debt securities, preferred stock, common stock
or warrants, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. Each
series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights
agent. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series of certificates
and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners
of rights. The following description sets forth certain general terms and provisions of the rights to which any prospectus supplement
may relate. The particular terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general
provisions may apply to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular
terms of the rights, rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described
below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read
the applicable rights agreement and rights certificate for additional information before you decide whether to purchase any of our rights.
We will provide in a prospectus supplement the following terms of the rights being issued:
|
● |
the
date of determining the stockholders entitled to the rights distribution; |
|
● |
the
aggregate number of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights; |
|
● |
the
aggregate number of rights issued; |
|
● |
whether
the rights are transferrable and the date, if any, on and after which the rights may be separately transferred; |
|
● |
the
date on which the right to exercise the rights will commence, and the date on which the right to exercise the rights will expire;
|
|
● |
the
method by which holders of rights will be entitled to exercise; |
|
● |
the
conditions to the completion of the offering, if any; |
|
● |
the
withdrawal, termination and cancellation rights, if any; |
|
● |
whether
there are any backstop or standby purchaser or purchasers and the terms of their commitment, if any; |
|
● |
whether
stockholders are entitled to oversubscription rights, if any; |
|
● |
any
applicable material U.S. federal income tax considerations; and |
|
● |
any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the
rights, as applicable. |
Each
right will entitle the holder of rights to purchase for cash the principal amount of shares of common stock, preferred stock or other
securities at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up to the close
of business on the expiration date for the rights provided in the applicable prospectus supplement.
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement,
we will, as soon as practicable, forward the shares of common stock, preferred stock or other securities, as applicable, purchasable
upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed
securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such
methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.
Rights
Agent
The
rights agent for any rights we offer will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
The
following description, together with the additional information we may include in any applicable prospectus supplements and free writing
prospectuses, summarizes the material terms and provisions of the units that we may offer under this prospectus.
While
the terms we have summarized below will apply generally to any units that we may offer under this prospectus, we will describe the particular
terms of any series of units in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus
supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are
set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a Current
Report on Form 8-K that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering,
and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions
of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental
agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements related to the particular
series of units that we sell under this prospectus, as well as the complete unit agreement and any supplemental agreements that contain
the terms of the units.
General
We
may issue units comprised of one or more debt securities, shares of common stock, shares of preferred stock and warrants in any combination.
Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of
a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may
provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified
date.
We
will describe in the applicable prospectus supplement the terms of the series of units, including:
| ● | the
designation and terms of the units and of the securities comprising the units, including
whether and under what circumstances those securities may be held or transferred separately; |
| ● | any
provisions of the governing unit agreement that differ from those described below; and |
| ● | any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of
the securities comprising the units. |
The
provisions described in this section, as well as those described under “Description of Capital Stock,” “Description
of Debt Securities” and “Description of Warrants” will apply to each unit and to any common stock, preferred
stock, debt security or warrant included in each unit, respectively.
Unit
Agent
The
name and address of the unit agent, if any, for any units we offer will be set forth in the applicable prospectus supplement.
Issuance
in Series
We
may issue units in such amounts and in numerous distinct series as we determine.
Enforceability
of Rights by Holders of Units
Each
unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency
or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit
agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty
or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the
consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any
security included in the unit.
We,
the unit agents and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the units evidenced
by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested, despite any
notice to the contrary. See “Legal Ownership of Securities.”
LEGAL
OWNERSHIP OF SECURITIES
We
can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail
below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee or
depositary or warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders
of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered
in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders,
and investors in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry
Holders
We
may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be
represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf
of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which
are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only
the person in whose name a security is registered is recognized as the holder of that security. Global securities will be registered
in the name of the depositary or its participants. Consequently, for global securities, we will recognize only the depositary as the
holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments
it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary
and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so
under the terms of the securities.
As
a result, investors in a global security will not own securities directly. Instead, they will own beneficial interests in a global security,
through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest
through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not legal holders,
of the securities.
Street
Name Holders
We
may terminate a global security or issue securities that are not issued in global form. In these cases, investors may choose to hold
their securities in their own names or in “street name.” Securities held by an investor in street name would be registered
in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial
interest in those securities through an account he or she maintains at that institution.
For
securities held in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other
financial institutions in whose names the securities are registered as the holders of those securities, and we or any such trustee or
depositary will make all payments on those securities to them. These institutions pass along the payments they receive to their customers
who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required
to do so. Investors who hold securities in street name will be indirect holders, not legal holders, of those securities.
Legal
Holders
Our
obligations, as well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders
of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any
other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because
we are issuing the securities only in global form.
For
example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that
holder is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders but does
not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of a
default or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event, we would
seek approval only from the legal holders, and not the indirect holders, of the securities. Whether and how the legal holders contact
the indirect holders is up to the legal holders.
Special
Considerations for Indirect Holders
If
you hold securities through a bank, broker or other financial institution, either in book-entry form because the securities are represented
by one or more global securities or in street name, you should check with your own institution to find out:
| ● | how
it handles securities payments and notices; |
| ● | whether
it imposes fees or charges; |
| ● | how
it would handle a request for the holders’ consent, if ever required; |
| ● | whether
and how you can instruct it to send you securities registered in your own name so you can
be a legal holder, if that is permitted in the future; |
| ● | how
it would exercise rights under the securities if there were a default or other event triggering
the need for holders to act to protect their interests; and |
| ● | if
the securities are in book-entry form, how the depositary’s rules and procedures will
affect these matters. |
Global
Securities
A
global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities
represented by the same global securities will have the same terms.
Each
security issued in book-entry form will be represented by a global security that we issue to, deposit with and register in the name of
a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary.
Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, NY, known as DTC, will be
the depositary for all securities issued in book-entry form.
A
global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary,
unless special termination situations arise. We describe those situations below under “— Special Situations When A Global
Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered
owner and legal holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests
in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that
in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by
a global security will not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global security.
If
the prospectus supplement for a particular security indicates that the security will be issued as a global security, then the security
will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may
issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry
clearing system.
Special
Considerations For Global Securities
As
an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s
financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect
holder as a holder of securities and instead deal only with the depositary that holds the global security.
If
securities are issued only as global securities, an investor should be aware of the following:
| ● | an
investor cannot cause the securities to be registered in his or her name, and cannot obtain
non-global certificates for his or her interest in the securities, except in the special
situations we describe below; |
| ● | an
investor will be an indirect holder and must look to his or her own bank or broker for payments
on the securities and protection of his or her legal rights relating to the securities, as
we describe above; |
| ● | an
investor may not be able to sell interests in the securities to some insurance companies
and to other institutions that are required by law to own their securities in non-book-entry
form; |
| ● | an
investor may not be able to pledge his or her interest in the global security in circumstances
where certificates representing the securities must be delivered to the lender or other beneficiary
of the pledge in order for the pledge to be effective; |
| ● | the
depositary’s policies, which may change from time to time, will govern payments, transfers,
exchanges and other matters relating to an investor’s interest in the global security.
We and any applicable trustee have no responsibility for any aspect of the depositary’s
actions or for its records of ownership interests in the global security. We and the trustee
also do not supervise the depositary in any way; |
| ● | the
depositary may, and we understand that DTC will, require that those who purchase and sell
interests in the global security within its book-entry system use immediately available funds,
and your broker or bank may require you to do so as well; and |
| ● | financial
institutions that participate in the depositary’s book-entry system, and through which
an investor holds its interest in the global security, may also have their own policies affecting
payments, notices and other matters relating to the securities. There may be more than one
financial intermediary in the chain of ownership for an investor. We do not monitor and are
not responsible for the actions of any of those intermediaries |
Special
Situations When A Global Security Will Be Terminated
In
a few special situations described below, a global security will terminate and interests in it will be exchanged for physical certificates
representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to
the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to
their own names, so that they will be direct holders. We have described the rights of holders and street name investors above.
A
global security will terminate when the following special situations occur:
| ● | if
the depositary notifies us that it is unwilling, unable or no longer qualified to continue
as depositary for that global security and we do not appoint another institution to act as
depositary within 90 days; |
| ● | if
we notify any applicable trustee that we wish to terminate that global security; or |
| ● | if
an event of default has occurred with regard to securities represented by that global security
and has not been cured or waived. |
The
applicable prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular
series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and neither we, nor any
applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
PLAN
OF DISTRIBUTION
We
may sell the securities being offered hereby in one or more of the following ways from time to time:
| ● | through
agents to the public or to investors; |
| ● | to
underwriters for resale to the public or to investors; |
| ● | negotiated
transactions; |
| ● | directly
to investors; or |
| ● | through
a combination of any of these methods of sale. |
As
set forth in more detail below, the securities may be distributed from time to time in one or more transactions:
| ● | at
a fixed price or prices, which may be changed; |
| ● | at
market prices prevailing at the time of sale; |
| ● | at
prices related to such prevailing market prices; or |
We
will set forth in a prospectus supplement the terms of that particular offering of securities, including:
| ● | the
name or names of any agents or underwriters; |
| ● | the
purchase price of the securities being offered and the proceeds we will receive from the
sale; |
| ● | any
over-allotment options under which underwriters may purchase additional securities from us; |
| ● | any
agency fees or underwriting discounts and other items constituting agents’ or underwriters’
compensation; |
| ● | any
initial public offering price; |
| ● | any
discounts or concessions allowed or re-allowed or paid to dealers; and |
| ● | any
securities exchanges or markets on which such securities may be listed. |
Only
underwriters named in an applicable prospectus supplement are underwriters of the securities offered by that prospectus supplement.
If
underwriters are used in an offering, we will execute an underwriting agreement with such underwriters and will specify the name of each
underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensation of the underwriters
and any dealers) in a prospectus supplement. The securities may be offered to the public either through underwriting syndicates represented
by managing underwriters or directly by one or more investment banking firms or others, as designated. If an underwriting syndicate is
used, the managing underwriter(s) will be specified on the cover of the prospectus supplement. If underwriters are used in the sale,
the offered securities will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale.
Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered securities will
be subject to conditions precedent and the underwriters will be obligated to purchase all of the offered securities if any are purchased.
We
may grant to the underwriters options to purchase additional securities to cover over-allotments, if any, at the public offering price,
with additional underwriting commissions or discounts, as may be set forth in a related prospectus supplement. The terms of any over-allotment
option will be set forth in the prospectus supplement for those securities.
If
we use a dealer in the sale of the securities being offered pursuant to this prospectus or any prospectus supplement, we will sell the
securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by
the dealer at the time of resale. The names of the dealers and the terms of the transaction will be specified in a prospectus supplement.
We
may sell the securities directly or through agents we designate from time to time. We will name any agent involved in the offering and
sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement
states otherwise, any agent will act on a best-efforts basis for the period of its appointment.
We
may authorize agents or underwriters to solicit offers by institutional investors to purchase securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified
date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts
in the prospectus supplement.
In
connection with the sale of the securities, underwriters, dealers or agents may receive compensation from us or from purchasers of the
common stock for whom they act as agents in the form of discounts, concessions or commissions. Underwriters may sell the securities to
or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters
or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution
of the securities, and any institutional investors or others that purchase common stock directly and then resell the securities, may
be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the resale of the common stock
by them may be deemed to be underwriting discounts and commissions under the Securities Act.
We
may provide agents and underwriters with indemnification against particular civil liabilities, including liabilities under the Securities
Act, or contribution with respect to payments that the agents or underwriters may make with respect to such liabilities. Agents and underwriters
may engage in transactions with, or perform services for, us in the ordinary course of business.
We
may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In
addition, we may enter into derivative transactions with third parties (including the writing of options), or sell securities not covered
by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection
with such a transaction, the third parties may, pursuant to this prospectus and the applicable prospectus supplement, sell securities
covered by this prospectus and the applicable prospectus supplement. If so, the third party may use securities borrowed from us or others
to settle such sales and may use securities received from us to close out any related short positions. We may also loan or pledge securities
covered by this prospectus and the applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event
of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement.
The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement or in
a post-effective amendment.
To
facilitate an offering of a series of securities, persons participating in the offering may engage in transactions that stabilize, maintain,
or otherwise affect the market price of the securities. This may include over-allotments or short sales of the securities, which involves
the sale by persons participating in the offering of more securities than have been sold to them by us. In those circumstances, such
persons would cover such over-allotments or short positions by purchasing in the open market or by exercising the over-allotment option
granted to those persons. In addition, those persons may stabilize or maintain the price of the securities by bidding for or purchasing
securities in the open market or by imposing penalty bids, whereby selling concessions allowed to underwriters or dealers participating
in any such offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect
of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise
prevail in the open market. Such transactions, if commenced, may be discontinued at any time. We make no representation or prediction
as to the direction or magnitude of any effect that the transactions described above, if implemented, may have on the price of our securities.
Unless
otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no established
trading market, other than our common stock, which is listed on The Nasdaq Capital Market. We may elect to list any other class or series
of securities on any exchange or market, but we are not obligated to do so. It is possible that one or more underwriters may make a market
in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any
time without notice. We cannot give any assurance as to the liquidity of the trading market for any of the securities.
In
order to comply with the securities laws of some U.S. states or territories, if applicable, the securities offered pursuant to this prospectus
will be sold in those states only through registered or licensed brokers or dealers. In addition, in some states securities may not be
sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification
requirement is available and complied with.
Any
underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation
M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Overallotment involves sales in excess of the
offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market
after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from
a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities
may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of
these activities at any time.
Any
underwriters who are qualified market makers on The Nasdaq Capital Market may engage in passive market making transactions in the securities
on The Nasdaq Capital Market in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering,
before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations
and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of
the highest independent bid for such security. If all independent bids are lowered below the passive market maker’s bid, however,
the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.
LEGAL
MATTERS
The
validity of the issuance of the securities offered hereby will be passed upon for us by Sheppard, Mullin, Richter & Hampton LLP,
New York, NY. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name
in the applicable prospectus supplement.
EXPERTS
The consolidated financial
statements of Aridis Pharmaceuticals, Inc. (“Company”) as of and for the years ended December 31, 2021 and 2020, appearing
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, have been audited by Mayer Hoffman McCann P.C.,
independent registered public accounting firm, as set forth in their report (which report includes an explanatory paragraph regarding
the existence of substantial doubt about the Company’s ability to continue as a going concern), and have been incorporated herein
by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing, in giving said reports.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus constitutes a part of a registration statement on Form S-3 filed under the Securities Act. As permitted by the SEC’s
rules, this prospectus and any prospectus supplement, which form a part of the registration statement, do not contain all the information
that is included in the registration statement. You will find additional information about us in the registration statement. Any statements
made in this prospectus or any prospectus supplement concerning legal documents are not necessarily complete and you should read the
documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding
of the document or matter.
You
may read and copy the registration statement, as well as our reports, proxy statements, and other information, at the SEC’s Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation
of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The SEC’s Internet site can be found at http://www.sec.gov. You can also
obtain copies of materials we file with the SEC from our website found at www.aridispharma.com. Information on our website does not constitute
a part of, nor is it incorporated in any way, into this prospectus and should not be relied upon in connection with making an investment
decision.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose
important information to you by referring you to those other documents. The information incorporated by reference is an important part
of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We filed
a registration statement on Form S-1 under the Securities Act with the SEC with respect to the securities being offered pursuant to this
prospectus. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer
to the registration statement, including the exhibits, for further information about us and the securities being offered pursuant to
this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference
in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies
of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained
upon payment of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information”. We
are incorporating by reference the documents listed below, which we have already filed with the SEC, and all documents subsequently filed
by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any future report or document that
is not deemed filed under such provisions:
1.
The Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 13, 2022;
2.
The Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 19, 2022;
3.
The Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 16, 2022 and the
quarter ended June 30, 2022, filed with the SEC on August 16, 2022;
4.
The Company’s Current Reports on Form 8-K filed on January 19, 2022, April 15, 2022, June 6, 2022 June 27, 2022 and August 15,
2022; and
5.
The description of the Company’s common stock contained in the registration statement in our prospectus that constitutes a part
of the Registration Statement on Form S-1, as amended (File No. 333-226232), including any amendment or report filed for the purpose
of updating that description.
We
also incorporate by reference all documents (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits
filed on such form that are related to such items) that are subsequently filed by us with the Securities and Exchange Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of the securities made by this prospectus
(including documents filed after the date of the initial Registration Statement of which this prospectus is a part and prior to the effectiveness
of the Registration Statement). These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, as well as proxy statements.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will
be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed document
that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement.
You
may request, and we will provide you with, a copy of these filings, at no cost, by calling us at (408) 385-1742 or by writing to us at
the following address:
Aridis
Pharmaceuticals, Inc.
983
University Avenue, Building B
Los
Gatos, California 95032
Attn.: Secretary
[ ]
Shares of Common Stock
PROSPECTUS
SUPPLEMENT
AEGIS
CAPITAL CORP.
[ ],
2022
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