On page 20, the fifth paragraph is amended and supplemented by adding the following sentence at the end
of the paragraph:
The indication of interest noted that EW could be a value-added partner to management and the company, that EW takes
the approach of partnering with our portfolio companies and management teams to help grow each company, and that a key component of EWs previous experience in building high growth companies in the pharmaceutical space is each
company was led by a highly experienced, successful management team. Neither this indication of interest nor any subsequent communication otherwise mentioned management retention or director participation in the surviving corporation or any
terms for management compensation or equity participation in the surviving corporation.
On page 22, the fourth full paragraph is amended and
supplemented by adding the following sentence at the end of the paragraph:
Mr. DArecca resigned to become the Chief Financial Officer of
another public company.
The subsection of Item 4 of the Schedule 14D-9 entitled Summary of Greenhills Financial Analysis is
hereby amended as follows:
On page 38, the paragraph under the subsection Other is amended and restated as follows (new language
underlined):
For the information of the Board of Directors and for reference purposes only, Greenhill observed that the most recent publicly available
price target for the Companys Common Stock, published on May 16, 2022, by Cantor Fitzgerald, the sole Wall Street research firmanalyst that covers the Company, was $1.00 per share.
On page 39, the second full paragraph is amended and restated as follows (new language underlined):
Greenhill has acted as financial advisor to the Company in connection with the Transaction. Except in connection with Greenhills engagement as financial
advisor to the Company in connection with the Strategic Process and the Financing Process, during the two years preceding the date of its opinion Greenhill had not been engaged by, performed any services for or received any compensation from the
Company, Parent or their respective affiliates. Under the terms of Greenhills engagement with the Company, the Company has agreed to pay Greenhill a monthly advisory fee in the amount of $125,000 per month since January 2022. The Company has
agreed to pay Greenhill a fee for rendering its opinion equal to $1,000,000 and an M&A Transaction advisory fee in the amount of $3,250,000, which includes the $1,000,000 opinion fee, the principal portion of which is contingent on the
consummation of the Transaction. The Company has also agreed to pay Greenhill a fee in the amount of $250,000 in connection with certain amendments to or waivers under the Companys Financing Agreement entered into in connection with the
Transaction, $125,000 of which would be credited against the M&A Transaction advisory fee. Pursuant to its engagement agreement with the Company, Greenhill would also be entitled to be paid certain advisory fees if, rather than the Transaction,
the Company had engaged or does engage in certain restructuring or financing transactions, including, in addition to the monthly advisory fee referenced above, a $3,250,000 restructuring transaction fee if the Company consummated a restructuring
transaction and additional financing fees depending upon the type of capital raised. In addition, the Company agreed to indemnify Greenhill for certain liabilities arising out of its engagement.
The subsection of Item 4 of the Schedule 14D-9 entitled Company Managements Unaudited Projections is hereby amended as follows:
On page 40, the first full paragraph is amended and supplemented by adding the following sentence at the end of the paragraph:
In assessing the effects the Manufacturing Failure Rates would have on projected cost of goods sold, the Company examined historical rates and, using its
business and industry knowledge, updated such rates to reflect manufacturing process improvements and the supplemental New Drug Application approval.
On page 40, the third full paragraph is amended and supplemented by adding the following sentence at the end of the paragraph:
Further, the Projections were prepared based on the explicit assumption that the Company would have sufficient capital to fund its operations during the
forecasted period, which it currently does not.
On page 40, the last paragraph is amended and supplemented by adding the following sentence at the end
of the paragraph:
The information presented in this section is forward-looking in nature and, therefore, the information should be read in light of
the factors discussed in Item 8 under the section titled Forward-Looking Statements.