As previously reported, on
November 26, 2021, the Company received a deficiency notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq
Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the $2.5 million minimum stockholders’
equity requirement for continued listing of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
on Nasdaq, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Rule”). A hearing before
the Nasdaq Hearing Panel (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, the Company filed a Current Report on Form 8-K on December 16, 2022, stating, as of the date of that filing, the Company believed
that it had stockholders’ equity in excess of the $2.5 million required under the Minimum Stockholders’ Equity Rule.
On December 20, 2022, the
Company received a letter from the Panel confirming that the Company had regained compliance with the Minimum Stockholders’ Equity
Rule. In its letter, the Panel reminded the Company that it is also required to demonstrate compliance with the bid price requirement
in Listing Rule 5550(a)(2) (the “Bid Price Rule”) and therefore the Company’s request for continued listing will remain
open until the Company has demonstrated compliance with all of Nasdaq’s continued listing requirements.
As
previously reported, on December 14, 2022, the Company received a deficiency notice from the Staff, indicating that, based upon the closing
bid price of the Common Stock, for the prior 30 consecutive business days, the Company was not in compliance with the Bid Price Rule.
On
December 16, 2022, the Company filed a definitive proxy statement (the “Proxy Statement”) and related materials with the Securities
and Exchange Commission (the “SEC”) for a special meeting of stockholders (the “Special Meeting”) to be held on
January 9, 2023. At the Special Meeting, stockholders of the Company will consider and vote on a proposal to adopt and approve an amendment
to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s issued
and outstanding shares of Common Stock, at a specific ratio, ranging from one-for-three (1:3) to one-for-forty (1:40), at any time prior
to the one-year anniversary of the Special Meeting, with the exact ratio to be determined by the Company’s board of directors without
further approval or authorization of the Company’s stockholders (the “Reverse Stock Split”). The purpose of the Reverse
Stock Split is to enable the Company to regain compliance with the Bid Price Rule. The Company previously advised the Panel that the Company
intends to regain compliance with the Bid Price Rule through effecting the Reverse Stock Split.
Additional Information and Where to Find
It
The
Company has filed the Proxy Statement and related materials with the Securities and Exchange Commission (the “Proxy Statement”)
which have also been sent to all holders of record of the Company’s Common Stock and Series F Preferred Stock as of the close of
business on December 8, 2022 in connection with the Special Meeting and their consideration of the proposal to approve the Reverse Stock
Split. This Form 8-K does not contain all the information that should be considered concerning the proposal to approve the
Reverse Stock Split and is not intended to form the basis of any voting or investment decision or any other decision in respect of the
proposal to approve the Reverse Stock Split. The Company’s stockholders and other interested persons are advised to read the Proxy
Statement and other documents filed in connection with their consideration of the proposal to approve the Reverse Stock Split, as those
materials contain important information about the Company and the Reverse Stock Split. Copies of the Proxy Statement and other documents
filed with the SEC may be obtained, without charge, at the SEC’s website at www.sec.gov. Stockholders may also obtain copies
of these materials by directing a request to the Company’s corporate secretary c/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 is contained in the Proxy
Statement for the proposed Reverse Stock Split.