As previously reported, on
November 26, 2021, the Company received a deficiency notice from the Staff indicating that the Company was not in compliance with the
$2.5 million minimum stockholders’ equity requirement for continued listing of the Common Stock on Nasdaq, as set forth in Nasdaq
Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Rule”). A hearing before the Panel was subsequently held
on June 30, 2022. The Panel determined to grant the Company’s request for continued listing of the Common Stock (the “Exception”)
subject to a number of significant conditions that had to be satisfied on or before specific deadlines set forth in the Exception, including
the completion of one or more significant equity financings on terms described in the Exception by November 22, 2022.
As previously reported, on
November 22, 2022, the Company closed a private placement offering for gross proceeds of approximately $2.5 million. As a result of that
financing, as of the date of this filing, the Company believes that it has stockholders’ equity in excess of the $2.5 million required
under the Minimum Stockholders’ Equity Rule.
Additional Information and Where to Find
It
The
proposal to approve the Reverse Stock Split described above will be submitted to the Company’s stockholders for their consideration.
The Company intends to file a definitive proxy statement (the “Proxy Statement”) that will be sent to all holders of record
of the Company’s Common Stock and Series F Preferred Stock in connection with the Reverse Stock Split. This Form 8-K does
not contain all the information that should be considered concerning the Reverse Stock Split and is not intended to form the basis of
any investment decision or any other decision in respect of the Reverse Stock Split. The Company’s stockholders and other interested
persons are advised to read, when available, the Proxy Statement and other documents filed in connection with the Reverse Stock Split,
as these materials will contain important information about the Company and the Reverse Stock Split. When available, the Proxy Statement
and other relevant materials for the proposed Reverse Stock Split will be mailed to stockholders of the Company as of the close of business
on December 8, 2022. The Company’s stockholders will also be able to obtain copies of the Proxy Statement and other documents filed
with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to the Company’s
corporate secretary /o First Wave BioPharma, Inc., 777 Yamato Road, Suite 502, Boca Raton, FL 33431.
Appointment of Proxy Solicitor & Participants in Solicitation
We have engaged Alliance Advisors LLC (“Alliance”)
to assist us with the solicitation of proxies in connection with the special meeting. We expect to pay Alliance a services fee, plus customary
disbursements, which are not expected to exceed $80,000 in total.
The Company and its directors and executive officers
may also be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the special meeting.
A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the
Company’s Annual Report for the year ended December 31, 2021, on Form 10-K, as amended, which was filed with the
SEC and is available free of charge at the SEC’s website at www.sec.gov. To the extent such holdings of the Company’s securities
may have changed since that time, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Additional information regarding the interests of such participants will be contained in the Proxy Statement for the proposed
Reverse Stock Split when available.
Safe Harbor for Forward-Looking Statements
Certain statements contained in this communication
may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. All statements, other than statements of historical fact, are statements that could be deemed forward-looking
statements, including statements containing the words “predicts,” “plans,” “expects,” “anticipates,”
“believes,” “goal,” “target,” “estimate,” “potential,” “may,”
“might,” “could,” “see,” “seek,” “forecast,” and similar words. Forward-looking
statements are based on the Company’s current plans and expectations and involve risks and uncertainties which are, in many instances,
beyond the Company’s control, and which could cause actual results to differ materially from those included in or contemplated or
implied by the forward-looking statements. Such risks and uncertainties include, among others, the failure to obtain stockholder approval
for the Reverse Stock Split and the other risks, uncertainties and factors detailed in the Company’s filings with the SEC, including
in the Company’s Annual Report for the year ended December 31, 2021 on Form 10-K, as amended, which was filed with
the SEC. As a result of such risks, uncertainties and factors, the Company’s actual results may differ materially from any
future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. The Company is
providing the information in this communication as of this date and assumes no obligations to update the information included in this
communication or revise any forward-looking statements, whether as a result of new information, future events or otherwise.