UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. _)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

ADAMIS PHARMACEUTICALS CORPORATION

(Name of Registrant as Specified In Itsin its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other thanOther Than Registrant)

ADAMIS PHARMACEUTICALS CORPORATIONPRELIMINARY COPY – SUBJECT TO COMPLETION

11682 El Camino Real, Suite 300

ADAMIS PHARMACEUTICALS CORPORATION 11682 El Camino Real, Suite 300 San Diego, CA  92130

(858) 997-2400

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on August 20, 2020July 29, 2022

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Meeting”) of Adamis Pharmaceuticals Corporation, a Delaware corporation, referred to herein as we, us, our, or the Company, or Adamis, a Delaware corporation, will be held virtually on Thursday, August 20, 2020,Friday, July 29, 2022, at 10:00 a.m.[__:__] [a.m./p.m.], Pacific Time, for the following purposes:to:

The above items of business are more fully described in the Proxy Statement accompanying this notice. This year’s annual meeting of stockholdersMeeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to listen to the Meeting, submit questions during the Meeting, and vote during the live webcast of the Meeting by visiting www.virtualshareholdermeeting.com/ADMP2020.ADMP2022. To participate in the virtual Meeting, you will need the control number found on your proxy card or in the instructions that accompanied your proxy materials. The meeting webcast will beingbegin promptly at 10:00 a.m.[__:__] [a.m./p.m.] Pacific Time. We encourage you to access the meetingMeeting prior to the start time. Online check-in will begin at 9:45 a.m.[__:__] [a.m./p.m.] Pacific Time, and you should allow ample time for the check-in procedures. You will not be able to attend the Meeting in person.

The above items of business are more fully described in the Proxy Statement accompanying this notice. 

Only holders of record of our common stock, par value $0.0001 (the “Common Stock”), and our Series B ConvertibleC Preferred Stock, (“Series Bpar value $0.0001 per share (the “Series C Preferred”), at the close of business on June 23, 2020[_], 2022 (the “Record Date”), will be entitled to notice of the virtual Meeting or any adjournments or postponements thereof.  Each share of Common Stock and each share of Series B Preferred is entitled to one vote at the Meeting. The names of stockholders of record entitled to vote at the Meeting will be available for inspection for any legally valid purpose relating to the Meeting at www.virtualshareholdermeeting.com/ADMP2020ADMP2022.. In addition, for the ten days prior to the Meeting, the list of such stockholders of record will be available for examination by any stockholder for a legally valid purpose relating to the Meeting at our corporate headquarters during regular business hours.

Your vote is important. Whether or not you plan to attend the Meeting in person, we would like for your shares to be represented at the virtual meeting. Please take the time to read the entirety of the Proxy Statement to better familiarize yourself with the proposals and why we believe they are critical to the continuing operation of the Company. Please submit your proxy to vote as soon as possible via the Internet, telephone, or mail.

Whether you plan to attend the Meeting or not, it is important that you read the Proxy Statement and follow the instructions on your proxy card to votesubmit your proxy by mail, telephone or Internet. This will ensure that your shares are represented.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON AUGUST 20, 2020 VIA LIVE WEBCAST AT WWW.VIRTUALSHAREHOLDERMEETING.COM/ADMP2020.Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting To Be Held on July 29, 2022, via live webcast at

www.virtualshareholdermeeting.com/admp2022: In accordance with rules approved by the Securities and Exchange Commission, (“SEC” ), we are providing this notice to our stockholders to advise them of the availability on the Internet of our proxy materials related to the Meeting. The rules allow companies to provide access to proxy materials in one of two ways. Because we have elected to utilize the “full set delivery” option, we are delivering our proxy materials to our stockholders under the “traditional” method, by providing paper copies, as well as providing access to our proxy materials on a publicly accessible website.

Our Proxy Statement and proxy card are enclosed along with our Annual Report on Form 10-K for the year ended December 31, 2019,2021, which is being provided as our Annual Report to Stockholders. These materials are also available on the website: http://www.adamispharmaceuticals.com. The information on this website, other than the Proxy Statement, is not part of the Proxy Statement.

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

Meeting Information and Availability of Proxy Materials				By Order of the Board of Directors,
Date and Time: Friday, July 29, 2022, at [__:__] [a.m./p.m.], Pacific Time Place: Via live audio webcast at www.virtualshareholdermeeting.com/ADMP2022 Record Date: Close of business on June [__], 2022		How to Submit Your Proxy We encourage you to submit your proxy in advance of the meeting. You may submit your proxy using one of the following voting methods. Make sure to have your proxy card or voting instruction form in hand and follow the instructions. You may in the following ways:
Voting Matters:	Our Board’s Recommendations
			Submit a proxy via the internet
Proposal 1:  Election of five (5) Director Nominees (page 7)	FOR each Director Nominee		Go to http://www.proxyvote.com
Proposal 2: Adopt and approve a proposed amendment to our Restated Certificate of Incorporation authorizing the Board to effect a reverse stock split (page 14)	FOR		Submit a proxy by telephone Stockholders of record may submit a proxy by calling the toll-free telephone number on your proxy card.
Proposal 3: Approve an amendment to our 2020 Equity Incentive Plan to eliminate certain limitations on our ability to grant Awards under the plan (page 25)	FOR		Submit a proxy by mail	Dennis J. Carlo, Ph.D.
		PresidentStockholders of record may sign and Chief Executive Officer, Directordate the proxy card you receive and return it in the enclosed stamped, self-addressed envelope.
San Diego, California Proposal 4: Approve, on a nonbinding advisory basis, the compensation of our named executive officers (page 36)	FOR	Beneficial Holders		Follow the voting instructions set forth on the voting instruction form provided by your broker or other nominee with these proxy materials.
July 10, 2020	Proposal 5: Ratify the selection of BDO USA, LLP as our independent registered public accounting firm for the year ending December 31, 2022 (page 37)	FOR
Proposal 6:  To approve the adjournment of the Meeting, if necessary, to solicit additional proxies for Proposal 2 (page 39)	FOR

PRELIMINARY COPY – SUBJECT TO COMPLETION

Whether or not you expect to participate in the virtual Meeting, please vote via the Internet, by phone, or complete, date, sign and promptly return the accompanying proxy card or voting instruction card in the enclosed envelope so that your shares may be represented at the virtual Meeting.

ADAMIS PHARMACEUTICALS CORPORATION

11682 El Camino Real, Suite 300
San Diego, CA 92130
(858) 997-2400

2022 PROXY STATEMENT

General

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Adamis Pharmaceuticals Corporation, referred to herein as we, us, our, or the Company, or Adamis, of proxies to be voted at the Annual Meeting of Stockholders, or the “Meeting,” and at any adjournments or postponements thereof. The Meeting will be held virtually on Thursday, August 20, 2020,Friday, July 29, 2022, at 10:00 a.m.[__:__] [a.m./p.m.], Pacific Time. The virtual Meeting can be accessed via the internet at www.virtualshareholdermeeting.com/ADMP2020,ADMP2022, where you will be able to listen to the meeting live, submit questions, and vote online.

A copy of our Annual Report on Form 10-K for the year ended December 31, 2019, is enclosed with these materials.  Upon written request, we will provide each stockholder being solicited by this Proxy Statement with a copy, free of charge, of any of the documents referred to in this Proxy Statement.  All such requests should be directed to Adamis Pharmaceuticals Corporation, 11682 El Camino Real, Suite 300, San Diego, California  92130, Attention:  Secretary.

The Meeting has been called to consider and take action on the following proposals:

Our principal executive office is located at 11682 El Camino Real, Suite 300, San Diego, California 92130, and our telephone number is (858) 997-2400. The approximate date on which we expect this Proxy Statement, the proxy card and accompanying materials to first be sent or given to stockholders is July 15, 2020.June [  ], 2022.

Record Date and Shares Outstanding

Stockholders of record at the close of business on June 23, 2020[_], 2022 (the “Record Date”) are entitled to notice of the Meeting. At the Record Date, 73,920,765[______________] shares of our common stock (the “Common Stock”)Common Stock and [_____] shares of Series C Preferred were outstanding and entitled to vote at the Meeting, and 1,000,000 shares of Series B Convertible Preferred Stock (“Series B Preferred”) were outstanding and entitled to an aggregate of 1,000,000 votes at the Meeting.

Voting Rights

Only holders of record of Common Stock andor Series BC Preferred at the close of business on the Record Date are entitled to notice of and vote at the Meeting. Each share of Common Stock is entitled to one vote on all matters to be voted on at the Meeting.  Except for matters where the Common Stock votes as a separate class, the Series B Preferred will vote together with the Common Stock on all matters to be voted on at the Meeting.Meeting and stockholders cannot cumulate votes. Each share of Series BC Preferred is entitled to one[______] votes with respect to Proposal 2; however, the Series C Preferred shall not be entitled to vote on all matters to be voted upon atany other proposal or matter brought before the Meeting. The presence, in person or by proxy, of the holders of a majority in voting power of the outstanding shares of Common Stock and Series BC Preferred, considered together, onin the aggregate, and the holders of at least one-third of all issued and outstanding shares of Common Stock entitled to vote, as of the Record Date will be required to constitute a quorum for the transaction of business at the Meeting and at any postponement or adjournment thereof.

Broker Non-Votes

If you do not give instructions to your bank or broker, it may vote on matters that the New York Stock Exchange, or NYSE, determinesare considered to be “routine,”“routine” under applicable stock exchange rules but will not be permitted to vote your shares with respect to “non-routine” items. Rulings on proposals are made pursuant to rules and interpretations governing the conduct of brokerage firms rather than rules that apply directly to the Company. However, we believe that under the NYSEapplicable rules, the proposal to increase the number of authorized shares of Common Stock (Proposal 2), the reverse stock split proposal (Proposal  3)2), the ratification of the appointment of our independent auditors (Proposal 6)5), and the proposal to approve the adjournment of the Meeting, if necessary, or appropriate to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt any of the ProposalsProposal 2 (Proposal 7),6) are considered routine matters, while the election of our directors (Proposal 1), the approval of thecertain amendments to our 2020 Equity Incentive Plan (Proposal 4)3), and the advisory vote on executive compensation (Proposal 5)4) are non-routine matters. WhenA “broker non-vote” occurs when a broker, bank or brokerother holder of record holding shares for a beneficial owner properly executes and returns a proxy without voting on a particular proposal because such holder of record does not have discretionary voting power for that particular item and has not received instructions from the beneficial owners or persons entitled to vote and the bank or broker cannot vote on a particular matter because it is not routine, then there is a “broker non-vote” on that matter.owner. Broker non-votes will not be counted as votes “for”“FOR” or “against”“AGAINST” any proposal, but will be counted in determining whether there is a quorum for the Meeting. We strongly encourage you to submit your voting instructions and exercise your right to vote as a stockholder.

THE INFORMATION PROVIDED IN THE “QUESTION AND ANSWERS” FORMAT
BELOW IS FOR YOUR CONVENIENCE ONLY AND IS MERELY A SUMMARY OF
THE INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD
READ THIS ENTIRE PROXY STATEMENT CAREFULLY.

Questions and Answers

We have provided you these proxy materials because our Board of Directors is soliciting your proxy to vote at our 2020 Annualthe Meeting, of Stockholders (the “Meeting” ), which is to be held on Thursday, August 20, 2020,Friday, July 29, 2022, at 10:00 a.m.[__:__] [a.m./p.m.] (Pacific Time), via live webcast, or at any adjournments or postponements thereof, for the purposes set forth in this Proxy Statement. You are invited to attend the virtual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Meeting to vote your shares.

If you have received a printed copy of these materials by mail, you may complete, sign and return the enclosed proxy card or follow the instructions below to submit your proxy over the telephone or on the Internet. If you did not receive a printed copy of these materials by mail and are accessing them on the Internet, you may submit your proxy on the Internet or over the telephone, as described below.

You are voting on the following matters:matters to:

We are sensitiveThis year’s Meeting will be completely virtual, and will be conducted via live webcast. You will be able to participate in the Meeting if you were a stockholder as of the close of business on the Record Date or hold a valid proxy for the Meeting. You will be able to listen to the public healthMeeting, submit your questions during the Meeting, and travel concerns our stockholders may havevote during the live webcast of the Meeting by visiting www.virtualshareholdermeeting.com/ADMP2022 and entering the protocols and travel restrictions that federal, state, and local governments have imposed.  We believe hosting our Meeting virtually provides the safest forum.  To participate in our virtual Meeting, visit www.virtualshareholdermeeting.com/ADMP2020 with your control number included on your proxy card, or in the instructions that accompanied your proxy materials.

We will be hosting the Meeting live via Internet webcast. You will not be able to attend the Meeting in person. A summary of the information you need to attend the Meeting online is provided below:

Only stockholders of record ofholding Common Stock and Series BC Preferred at the close of business on the Record Date are entitled to vote shares held by such stockholders on that date at the Meeting.

Each share of our Common Stock that you own entitles you to one vote on each proposal properly brought before the Meeting. Each share of Series C Preferred is entitled to [______] votes with respect to Proposal 2; however, the Series C Preferred is not entitled to vote on any other proposal or matter brought before the Meeting.

VoteSubmit a Proxy by Mail: Stockholders of record (that is, if you hold your stock in your own name) may sign and date the proxy card you receive and return it in the enclosed stamped, self-addressed envelope.

VotingSubmit a Proxy by Telephone or Internet: If you are a holder of record of shares, you can choose to votesubmit a proxy by telephone or by Internet. You can votesubmit a proxy by telephone by calling the toll-free telephone number on your proxy card. The website for submitting your proxy by Internet voting is http://www.proxyvote.com and it is also listed on the proxy card. Please have your proxy card handy when you call or go online. Telephone and Internet voting facilities for stockholders of record will close at 11:59 p.m., Eastern Standard Time, on August 19, 2020.July 28, 2022. If you hold your shares beneficially in street name, the availability of telephonic or Internet voting will depend on the voting process of your broker, trustee or other nominee. Please check with your broker, trustee or other nominee and follow the voting procedures your broker, trustee or other nominee provides to vote your shares.

Voting Via the Virtual Annual Meeting Website. To vote during the virtual Meeting, follow the instructions posted at www.virtualshareholdermeeting.com/ADMP2020ADMP2022.. 

If your shares are held in the name of a bank, broker, trustee or other nominee holder of record (i.e., in “street name”), you will receive instructions from the holder of record that you must follow in order for your shares to be voted. TelephoneSubmitting a proxy by telephone and Internet voting generally will be offered to stockholders owning shares through most banks and brokers by following the instruction form provided to you by your broker, bank, trustee, or other nominee.

If you submit a proxy to vote by telephone or on the Internet, you do not have to mail in your proxy card. Submitting a proxy by Internet and telephone voting areis available 24 hours a day. VotesProxies submitted through the Internet or by telephone must be received by 11:59 p.m. (Eastern Standard Time) on August 19, 2020.July 28, 2022.

The Company has retained Saratoga Proxy Consulting, LLC, a proxy solicitation firm, to assist in the solicitation of proxies and provide related advice and informational support. If you have any questions or need assistance voting your shares of Common Stock, please contact Saratoga Proxy Consulting, LLC, our proxy solicitor, by calling (212) 257-1311 or toll free at (888) 368-0379.

Under the rules of the SEC, we have chosen to deliver proxy materials to stockholders under the “full set delivery option,” by providing paper copies of the Company’s full Proxy Statement and form of proxy. This Proxy Statement, the proxy card, and our Annual Report on Form 10-K for the year ended December 31, 2019,2021, are available on the website: http://www.adamispharmaceuticals.com. The information on this website, other than this Proxy Statement, is not part of this Proxy Statement.

Yes. You may change your vote or revoke your proxy at any time prior to the taking of the vote at the virtual Meeting. If you submitted your proxy by mail, you must (a) file with the Corporate Secretary of the Company a properly executed written notice of revocation or (b) timely deliver a valid later-dated proxy, (including a telephone vote), or attend and vote at the Meeting. If you submitted your proxy by telephone or Internet, you may change your vote or revoke your proxy with a later submitted telephone or Internet proxy. Attendance at the virtual Meeting will not have the effect of revoking a proxy unless you specifically so requestgive written notice of revocation to the Corporate Secretary of the Company or vote via website at the virtual Meeting. The method by which you vote by proxy will in no way limit your right to vote at the Meeting if you decide to attend in person.the virtual Meeting. If your shares are held in the name of a bank or brokerage firm, you must obtain a proxy, executed in your favor, from the bank or broker, to be able to vote at the Meeting.

All valid proxies received prior to the Meeting will be voted. All shares represented by a proxy will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions. If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “FOR” the election of all nominees for director as described in Proposal 1, and “FOR” Proposals 2, 3, 4, 5 and 6. If any other matter is properly presented at the Meeting, your proxy holder (one of the individuals named on your proxy) will vote your shares using his or her best judgment,

No.  This year’s annualIn addition to mailing proxy solicitation materials, our directors, employees or our advisor may also solicit proxies at the Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be ablewebcast, via the Internet, by telephone or by other electronic means of communication we deem appropriate. Additionally, we have retained Saratoga Proxy Consulting, LLC, a proxy solicitation firm, to listen to the Meeting, submit your questions during the Meeting, and vote during the live webcast of the Meeting by visiting www.virtualshareholdermeeting.com/ADMP2020 and entering the  control number included on your proxy card, orassist us in the instructions that accompanied your proxy materials. solicitation process.

None of applicable Delaware law, the Company’s Restated Certificate of Incorporation, or the Bylaws, provide for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals set forth in this Proxy Statement. Accordingly, you will have no right to demand appraisal and obtain payment for your shares in connection with such proposals.

The presence at the Meeting, in person or by proxy, of the holders of a majority in voting power of the outstanding shares of Common Stock and Series BC Preferred, considered together,in the aggregate, and the holders of at least one-third of all issued and outstanding shares of Common Stock entitled to vote, on the Record Date will constitute a quorum. On the Record Date, there were 73,920,765[_____________] outstanding shares of Common Stock and 1,000,000[_____________] shares of Series BC Preferred entitled to vote at the Meeting.outstanding having a total of an aggregate of [_____________] votes. Thus, the presence of (i) the holders of Common Stock and Series BC Preferred representingholding at least 37,460,383[___________] votes and (ii) holders of at least [___________] shares of Common Stock will be required to establish a quorum. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the Meeting. If a quorum is not present, the Meeting willmay be adjourned, until a quorum is obtained.including by the Chairman of the Meeting without action of the stockholders at the Meeting, to another place, if any, date or time.

If the Meeting is postponed or adjourned, your proxy will remain valid and may be voted when the Meeting is convened or reconvened. You may change or revoke your proxy until it is voted.

The affirmative vote of a plurality of the votes cast at the Meeting by stockholders entitled to vote thereon is required for the election of directors; only votes “FOR” or “WITHHELD” will affect the outcome. A plurality vote means that the directors who receive the most votes in an election, though not necessarily a majority, will be elected. For Proposal No. 2 to approve an amendment to our Restated Certificate of Incorporation to increase the number of shares of Common Stock authorized to be issued by the Companyadopt and Proposal No. 3 to approve the reverse stock split proposal, the affirmative vote fromof holders of a majority of the outstanding shares of Common Stock,combined voting as a separate class, and holders of a majoritypower of the outstanding shares of Common Stock and Series BC Preferred entitled to vote on the proposal, voting together and counted as a single class, on the Record Date will be required. Abstentions and broker non-votes are not counted in determining the number of shares of Common Stock voted for or against Proposal 2. The votes of the Series C Preferred on Proposal 2 will mirror votes cast by holders of Common Stock, without regard to abstentions or broker non-votes by holders of Common Stock. Because the voting standard for Proposal 2 is a majority of the combined voting power of the outstanding shares of Common Stock and Series C Preferred entitled to vote on the proposal, voting together and counted as a single class, abstentions and broker non-votes will, in one sense, have the effect of a vote “AGAINST” the proposal. However, as further discussed under “Will choosing not to vote my shares have the same effect as casting a vote against the Reverse Stock Split Proposal 2,” because the Series C Preferred Stock has [_________] votes per share on the reverse stock split (Proposal 2) and such votes must be counted by the Company in the same proportion as the aggregate shares of Common Stock voted on Proposal 2 at the Meeting, the failure of a share of Common Stock to be voted on Proposal 2 will effectively have no impact on the outcome of the vote. For Proposal No. 43 to approve the amendments to the 2020 Equity Incentive Plan and the plan as amended, the advisory Proposal No. 54 concerning executive compensation, Proposal No. 65 to ratify the selection of BDO USA, LLP, and Proposal 76 to adjourn the Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Meeting to adopt any of the foregoing proposals,Proposal 2, or other matters that may properly come before the Meeting, the affirmative vote fromof holders of a majority of the votes cast either in person or represented by proxy at the Meeting will be required. For these proposals, broker non-votes, if any, and a properly marked “ABSTAIN” with respect to any such matter will not be voted, and will not be counted as a vote cast for purposes of determining the number of votes cast with respect to a proposal in person or by proxy at the Meeting.such proposals. Accordingly, an abstentionbroker non-votes and abstentions will not be considered as voting with respect to such matter.matters.

No. If you prefer that the reverse stock split Proposal 2 not be approved, you should cast your vote against the proposal. Approval of the reverse stock split Proposal 2 requires the affirmative vote of holders of a majority of the combined voting power of the outstanding shares of Common Stock and Series C Preferred entitled to vote on the proposal, voting together and counted as a single class, assuming a quorum is present. Since the Series C Preferred has [__________] votes per share on the reverse stock split Proposal 2 and such votes must be counted by the Company in the same proportion as the aggregate shares of Common Stock that are voted on the reverse stock split Proposal 2, the failure of a share of Common Stock to be voted will effectively have no impact on the outcome of the vote. However, shares of Common Stock voted against Proposal 2 will have the effect of causing the proportion of Series C Preferred voted against the proposal to increase accordingly and vice versa.

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered the stockholder of record with respect to those shares, and the Notice or these proxy materials were sent directly to you by the Company.

If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and the Notice or these proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Meeting. As a beneficial owner, of shares registered inyou have the name of your broker, bank, or other agent, you should have received a voting card and voting instructions with these proxy materials fromright to instruct that organization rather than from Adamis.on how to vote the shares held in your account. Your bank or broker may permit you to vote your shares electronically by telephone or on the Internet. A large number of banks and brokerage firms participate in programs that offer telephone and Internet voting options. If your shares are held in an account at a bank or brokerage firm that participates in such a program, you may vote those shares electronically by telephone or on the Internet by following the instructions set forth on the voting form provided to you by your bank or brokerage firm.

These Internet and telephone voting procedures are designed to authenticate stockholders’ identities, allow stockholders to submit proxies to vote their shares and confirm that stockholders’ votes have been recorded properly. Stockholders votingsubmitting a proxy via either telephone or the Internetinternet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that must be borne by the stockholder using such services. Also, please be aware that Adamis is not involved in the operation of these voting procedures andCompany cannot take responsibility for any access, Internet or telephone service interruptions that may occur or any inaccuracies, erroneous or incomplete information that may appear.

If you do not instruct your broker how to vote, your broker may vote your shares for you at his or her discretion on routine“routine” matters.

As the beneficial owner of shares, you are invited to attend the virtual Meeting. If you are not a record holder, however, you may not vote your shares at the Meeting unless you obtain a proxy, executed in your favor, from the record holder of your shares.

The Board of Directors unanimously recommends that the stockholders vote:

With respect to any other matter that properly comes before the Meeting, the proxies will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.discretion based on their best judgment in accordance with Rule 14a-4(c).

Solicitation of Proxies

This solicitation is made by the Company. We will bear the expenses of soliciting proxies and the cost of preparing, printing, assembling and mailing all proxymaterials that may be sent to our stockholders in connection with this solicitation. Arrangements will also be made with brokerage houses, other custodians, nominees and fiduciaries, to forward soliciting material to the beneficial owners of common stockCommon Stock held by such persons. We will reimburse such persons for reasonable out-of-pocket expenses incurred by them. In addition to the solicitation of proxies by use of the mails, In addition, officers and regular employees of ours may solicit proxies without additional compensation, by telephone or facsimile transmission.

In addition, we have engaged Alliance Advisors,Saratoga Proxy Consulting, LLC, a proxy solicitation firm, has been engaged to assist in the solicitation of proxies and provide related advice and informational support, for a service fee, estimated to be approximately $6,000[$________] plus reimbursement of certain expenses and certain other charges. We will also reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses in forwarding proxy and solicitation materials to stockholders. If you have any questions or need assistance voting your shares of Adamis common stock,Common Stock, please contact Alliance Advisors,Saratoga Proxy Consulting, LLC, our proxy solicitor, by calling (866) 620-5401.(212) 257-1311 or toll free at (888) 368-0379.

PROPOSAL NO. 1
- ELECTION OF DIRECTORS

Information Regarding Board of Directors

The Board of Directors (the “Board”) has nominated five candidates for election as director for a term expiring at the next annual meeting of stockholders.stockholders and until his or her successor is duly elected and qualified or until such person’s earlier death, removal or resignation. All of the nominees are currently members of our Board. Directors are elected to serve for their respective terms of one year or until their successors have been duly elected or appointed and qualified.  The Board has no reason to believe that anyEach of the nominees named below will be unavailable, orhas consented to (i) serve as a nominee, (ii) serve as a director if elected, will declineand (iii) being named as a nominee in this Proxy Statement. We are not aware of any reason that a nominee would be unable or unwilling to serve.serve as a director (subject to a director’s right to resign at any time).

Pursuant to our Bylaws, generally the number of directors is fixed and may be increased or decreased from time to time by resolution of our Board. The Board has fixed the number of directors at five members. Proxies cannot be voted for a greater number of persons than the number of nominees named. In the event one or more of the named nominees is unable to serve, proxies will be voted in favor of the persons designatedremainder of those nominees and for such substitute nominee as proxies may cast votes for other persons as substitute nominees.be selected by our Board.

The names, ages and certain otherCertain information with respect to the directors and nominees are shownis set forth below as of the Record Date.

RICHARD C. WILLIAMS

INDEPENDENT

Age: 78 Director Since: 2014 Committees: Audit (chair) Compensation Nominating and Governance

Experience: Mr. Williams became a director and Chairman of the Board in August 2014. Since 1989, Mr. Williams has served as the founder and President of Conner-Thoele Limited, a consulting and financial advisory firm specializing in the healthcare industry and pharmaceutical segment. Prior to founding Conner-Thoele Limited in 1989, Mr. Williams served in a number of progressively responsible operational and financial management positions with multinational firms. These firms included American Hospital Supply Corporation, UNC Resources, Abbott Laboratories, Field Enterprises and Erbamont NV. Mr. Williams has served as a director and Vice Chairman of Strategic Planning for King Pharmaceuticals. Prior to King, he served as Chairman and a director of Medco Research before Medco was acquired by King Pharmaceuticals. Mr. Williams has also served as a director of several other public and private companies, several as Chairman, including Ista Pharmaceuticals, Vysis Pharmaceuticals, Immunomedics Inc., EP Medical and the Company. Mr. Williams served as a director and Chairman of the Board from November 2003 to April 2009, when the Company merged with Old Adamis (which was then named Adamis Pharmaceuticals Corporation) and changed its corporate name to Adamis Pharmaceuticals Corporation. Following the merger, Mr. Williams served as Chairman of the Board until June 2009. He served as a director of Ista Pharmaceuticals from December 2002 to June 2012 and as Chairman of the Board from July 2004 to June 2012, when Ista was acquired. He was a member of the Listed Company Advisory Committee of New York Stock Exchange. Mr. Williams received a Bachelor of Arts degree in Economics from DePauw University and a Masters of Business Administration from the Wharton School of Finance. We believe that Mr. Williams is qualified to serve on our board of directors because of his extensive leadership, business, financial and scientific knowledge of the life science industry, including his service as an officer and director of private and public biotechnology companies and the knowledge gained from consulting to companies and investors in the biotechnology, pharmaceuticals and life science areas, as well as his previous experience working in senior capacities at large pharmaceutical companies.

Howard C. Birndorf.  Mr. Birndorf became a director in August 2019.  Mr. Birndorf is a biotechnology entrepreneur and oneExperience of the founders of the biotech industry in San Diego, California.  Mr. Birndorf co-founded the monoclonal antibody company Hybritech in 1978, which was subsequently acquired by Eli Lilly & Co. in 1986.  He has founded or co-founded a number of other companies including Gen-Probe, IDEC Pharmaceuticals (which merged with Biogen to form Biogen-Idec), and Ligand Pharmaceuticals.  Mr. Birndorf was also involved in the formation of Gensia (Sicor), and was a director of Neurocrine Biosciences.  He was the founder and co-chair of the Coalition for 21st Century Medicine and was a co-founder, Chairman and Chief Executive Officer of Nanogen, Inc.  Mr. Birndorf received his B.A. in Biology from Oakland University, an M.S. in Biochemistry from Wayne State University, and has received honorary Doctor of Science degrees from Oakland University and Wayne State University.

Roshawn A. Blunt.  Ms. Blunt has more than 20 years of experience in the biopharmaceutical and medical device industries.  In 2010, Ms. Blunt founded and currently is managing director of 1798 Consultants, which is a national healthcare consulting firm focused on educating and developing strategies for clients to address healthcare compliance, reimbursement, health policy and patient access issues.  She began her pharmaceutical career at The Boston Consulting Group, working primarily on cases in the healthcare industry.  She has held a variety of strategic reimbursement and commercialization positions of increasing importance at Amgen, Inc. including involvement in the marketing of Aranesp and acting as global government affairs director in the company’s Washington DC office.  Ms. Blunt was also the first global director of health economics and reimbursement for Biosense Webster, a Johnson & Johnson company.  Prior to starting 1798 Consultants, she was vice president of strategy, planning, and communication at Long Beach Memorial Center and Miller Children’s Hospital.  Ms. Blunt graduated from Princeton University, where she received her A.B. from the Woodrow Wilson School of International and Public Policy.  She earned her M.B.A. from Kellogg School of Management at Northwestern University.

Dennis J. Carlo, Ph.D.  Dr. Carlo became President, Chief Executive Officer and a director of the Company in April 2009 in connection with the closing of the merger transaction between the Company and the corporation that now is a wholly-owned subsidiary of the Company, Adamis Corporation (“Old Adamis” ).  Dr. Carlo was a co-founder of Old Adamis and served as its President and Chief Executive Officer, and a director, from October 2006 to April 2009.  From 2003 to 2006, he served as president of Telos Pharmaceuticals, a private biotechnology company.  From 1982 to 1987, he served as Vice President of Research and Development and Therapeutic Manufacturing at Hybritech Inc., a pharmaceutical and life science company which was acquired by Eli Lilly & Co in 1986.  After the sale to Lilly, Dr. Carlo, along with Dr. Jonas Salk, James Glavin and Kevin Kimberland, founded Immune Response Corporation, a public biotechnology company, where he served as its President and Chief Executive Officer from 1994 to 2002.  Before then, he held various positions with life science companies, including Merck & Co.  Dr. Carlo received a B.S. degree in microbiology from Ohio State University and has a Ph.D. in Immunology and Medical Microbiology from Ohio State University.

David J. Marguglio.  Mr. Marguglio joined the Company as Vice President, Business Development and Investor Relations, and a director in April 2009 in connection with the closing of the merger transaction with Old Adamis, and has held positions with the Company of Senior Vice President of Corporate Development and, since March 2017, Senior Vice President and Chief Business Officer.  Mr. Marguglio was a co-founder of Old Adamis and served as its Vice President of Business Development and Investor Relations, and a director, since its inception in June 2006 until April 2009.  From 1996 to 2006, he held various positions with Citigroup Global Markets, Smith Barney and Merrill Lynch.  Before entering the financial industry, from 1994 to 1996, he founded and ran two different startup companies, the latter of which was eventually acquired by a Fortune 100 company.  From 1993 to 1994, he served as financial counsel for the commercial litigation division of a national law firm.  He received a degree in finance and business management from the Hankamer School of Business at Baylor University.

Richard C. Williams.  Mr. Williams became a director and Chairman of the Board in August 2014.  Since 1989, Mr. Williams has served as the founder and President of Conner-Thoele Limited, a consulting and financial advisory firm specializing in the healthcare industry and pharmaceutical segment.  Prior to founding Conner-Thoele Limited in 1989, Mr. Williams served in a number of progressively responsible operational and financial management positions with multinational firms.  These firms included American Hospital Supply Corporation, UNC Resources, Abbott Laboratories, Field Enterprises and Erbamont NV.  Mr. Williams has served as a director and Vice Chairman of Strategic Planning for King Pharmaceuticals.  Prior to King, he served as Chairman and a director of Medco Research before Medco was acquired by King Pharmaceuticals.  Mr. Williams has also served as a director of several other public and private companies, several as Chairman, including Ista Pharmaceuticals, Vysis Pharmaceuticals, Immunemedics, EP Medical and the Company.  Mr. Williams served as a director of the Company from November 2003 to April 2009, and was Chairman of the Company from November 2003 to April 2009, when the Company merged with Old Adamis (which was then named Adamis Pharmaceuticals Corporation) and changed its corporate name to Adamis Pharmaceuticals Corporation.  Following the merger, Mr. Williams served as Chairman of the Company until June 2009.  He served as a director of Ista Pharmaceuticals from December 2002 to June 2012 and as Chairman of the Board from July 2004 to June 2012, when Ista was acquired.  He was a member of the Listed Company Advisory Committee of New York Stock Exchange.  Mr. Williams received a Bachelor of Arts degree in Economics from DePauw University and a Masters of Business Administration from the Wharton School of Finance.

Director Experience, Qualifications, Attributes and SkillsDirectors

We believe that the backgrounds and qualifications of our directors and director nominees, considered as a group, provide a broad mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. We believe that our Board is composed of a group of leaders in their respective fields. Many of the current directors have executive experience at public companies, as well as experience serving on other companies’ boards, which provides an understanding of different business processes, challenges and strategies facing boards and other companies. Further, our directors also have other experience that makes them valuable members and provides insight into issues relevant to the Company, such as prior experience with financingregulatory, corporate governance, public accounting, audit, corporate finance, licensing transactions, acquisitionsmerger and licensing and commercial transactions.

The following highlights the specific experience, qualification, attributes and skills of our individual Board members, or nominees for the Board, that have led our Nominating and Governance Committee and the Board to conclude that these individuals should serve on our Board:acquisitions.

Howard C. Birndorf brings his extensive leadership, business and scientific knowledge of the life science and pharmaceutical industries, including his service as a director and an executive officer of private and public biotechnology companies.

Roshawn A. Blunt brings her extensive experience as an employee, officer and consultant in the biopharmaceutical, medical device and healthcare industries.

Dennis J. Carlo, Ph.D. brings his executive experience, including his experience in senior management positions at several companies in the life science industry including Immune Response Corporation and Hybritech Inc., his extensive knowledge of the markets in which we compete and intend to compete, and his deep knowledge of Adamis gained from his position as chief executive officer of the Company.

David J. Marguglio brings his executive experience, including his experience in business development of new companies and financial services background, and his deep knowledge of Adamis gained from his position as an officer of the Company.

Richard C. Williams brings his extensive leadership, business, financial and scientific knowledge of the life science industry, including his service as an officer and director of private and public biotechnology companies and the knowledge gained from consulting to companies and investors in the biotechnology, pharmaceuticals and life science areas, as well as his previous experience working in senior capacities at large pharmaceutical companies.

Independence of Directors

The Board annually determineshas undertaken a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based on information requested from and provided by each director based onconcerning his or her background, employment and affiliations, including family relationships, our Board has determined that none of our current directors, other than Mr. Marguglio who is an executive officer of the Company, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each of such directors and the director nominee is “independent” as that term is defined under the rules of Nasdaq. Our board of directors has also determined that Dr. Desai, Mr. Birndorf, Mr. Williams and Ms. Reed, satisfy the independence criteria set forth instandards for committee members established by the applicable SEC rules and the listing standards of the Marketplace Rules of NASDAQ.Nasdaq. In making itsthese determinations, the Board considersconsidered the current and prior relationships that each non-employee director has with our company and all relevantother facts and circumstances brought to its attention as well as information providedthat our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by the directors and a review of any relevant transactions or relationships between each non-employee director, or any member of his or her family, and the Company, its senior management ortransactions involving them described in the Company’s independent registered public accounting firm.  Based on its review, the Board determined that each member of the board of directors, other than Dr. Carlosection titled “Certain Relationships and Mr. Marguglio who are executive officers of the Company, is independent under the NASDAQ criteria for independent board members, and that each member of the standing committees of the Board is independent under such criteria.Related Party Transactions.”

Meetings of Our Board

Our Board met nine19 times during 2019.2021. Each person who was a director during 2021 other than Ms. Blunt, who resigned as a director effective October 1, 2021, attended more than 75% of the total of the Board meetings and the meetings of the committees upon which he or she served.served that were held during the time that such person served as a director during 2021. Our Board and its committees set schedules to meet throughout the year and also can hold special meetings and act by written consent from time to time, as appropriate.

Attendance at Annual Meeting

Although we have no formal policy regarding director attendance at annual meetings, we encourage all directors to attend. All of the persons who were directors at the time of last year’s annual meeting of stockholders attended last year’s meeting.

Board Leadership Structure and Role in Risk Oversight

Our Board evaluates its leadership structure and role in risk oversight on an ongoing basis. The Board does not currently have a policy, one way or the other, with respect to whether the same person should serve as both the chief executive officer and chair of the Board or, if the roles are separate, whether the chair of the Board should be selected from the non-employee directors or should be an employee. The Board believes that it should have the flexibility to make these determinations at any given point in time in the way that it believes best to provide appropriate leadership for the Company at that time. Currently, Mr. Williams, an independent director, serves as Chairman of the Board. The ChairmanChair of the Board is responsible for coordinating the Board’s activities, including the scheduling of meetings of the full Board, scheduling executive sessions of the non-employee directors and setting relevant items on the agenda (in consultation with the Chief Executive Officer as necessary or appropriate). The Chief Executive Officer is responsible for setting the strategic direction for the Company and the day to day leadership and performance of the Company.

The Board is also responsible for oversight of our risk management practices, while management is responsible for the day-to-day risk management processes. The Board believes this division of responsibilities is the most effective approach for addressing the risks facing the Company. We are exposed to a number of risks, including financial risks, strategic and operational risks, risks relating to our development and commercialization activities, risks relating to the COVID-19 outbreak and pandemic, and risks relating to regulatory and legal compliance. The Board will regularly discuss with management our major risk exposures and the steps management has taken to monitor and control such exposures. The Board is currently comprised of five directors, threefour of whom are independent. The Board has three standing committees with separate chairs - the Audit, Compensation, and Nominating and Governance Committees. All of the members of each committee are independent directors. Through our Chief Executive Officer, and other members of management, the Board receives periodic reports regarding the risks facing the Company. Our independent directors meet in executive session without the presence of management in connection with regularly scheduled Board meetings.  Each of our Board committees also considers the risk within its area of responsibilities. For example, our Compensation Committee periodically reviews enterprise risks with the goal of ensuring that our compensation programs do not encourage excessive risk-taking, our Nominating and Governance Committee overseesassesses risks related to governance issues, and our Audit Committee focuses onmonitors and assesses financial risk and internal controls and our Nominating and Governance Committee and Audit Committee each focus onassists the Board in overseeing legal and compliance risks.requirements.

Our Audit Committee is responsible for overseeing risk management and on at least an annual basis reviews and discusses with management policies and systems pursuant to which management addresses risk, including risks associated with our audit, financial reporting, internal control, disclosure control, and legal and regulatory compliance, and investment policies.compliance. Our Audit Committee also serves as the contact point for employees to report corporate compliance issues. Our Audit Committee regularly reviews with our Board, anyas appropriate, issues that arise in connection with such topics. Our full Board regularly engages in discussions of risk management to assess major risks facing the Company and reviews options for their mitigation.

Committees of the Board

The Board has the following three committees: (1) Audit Committee; (2) Compensation Committee; and (3) Nominating and Governance Committee. The members of each committee are Howard C. Birndorf, Roshawn A. Blunt and Richard C. Williams.  Mr. Williams is Chair of the Audit Committee; Mr. Birndorf is Chair of the Compensation Committee; and Ms. BluntDr. Desai is Chair of the Nominating and Governance Committee. Copies of the charter of each committee were attached as appendices to the Company’s definitive proxy statement for its 2019 annual meeting of stockholders.are available on our website at www.adamispharma.com.

Audit Committee

The Audit Committee of the Board was established by the Board in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended.amended (the “Exchange Act”). The Audit Committee is responsible to oversee our accounting and financial reporting processes and the audits of our financial statements. The Audit Committee assists the full Board in its general oversight of our compliance with legal and regulatory requirements, and is directly responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. Subject to an approvedthe charter, the responsibilities of the Audit Committee also include reviewing and monitoring the integrity of our accounting practices, internal control systems, financial reporting processes and our financial statements and related disclosures in our filings with the SEC, monitoring the independence and performance of our independent auditor, providing an avenue of communication among the independent auditor, our management and our Board, and reviewing policies with respect to risk assessment and risk management. The Audit Committee meets with management periodically to consider the adequacy of our internal controls and our financial reporting. The Audit Committee discusses these matters with our independent registered public accounting firm and with appropriate financial personnel from the Company. Meetings are held with participation from the independent registered public accounting firm. The independent registered public accounting firm is given unrestricted access to the Audit Committee. The Audit Committee also has the ability to retain, at our expense and without further approval of the Board, special legal, accounting or other consultants or experts that it deems necessary in the performance of its duties. The Audit Committee also reviews and approves related party transactions. The current members of the Audit Committee are Richard C. Williams, Howard C. Birndorf, Meera J. Desai and Roshawn A. Blunt.Vickie S. Reed. The Board has determined that each current member of the Audit Committee is “independent” as defined by the applicable NASDAQ rules and by the Sarbanes-Oxley Act of 2002 and regulations of the SEC, and that Mr. Williams qualifiesand Ms. Reed qualify as an “audit committee financial expert” as defined in such regulations.

The Audit Committee meets with management periodically to consider the adequacy of our internal controls and the objectivity of our financial reporting.  The Audit Committee discusses these matters with our independent registered public accounting firm and with appropriate financial personnel from the Company.  Meetings are held with participation from the independent registered public accounting firm.  The independent registered public accounting firm is given unrestricted access to the Audit Committee. The Audit Committee met five17 times during 2019.2021.

Compensation Committee

Compensation Committee

Principal functions of the Compensation Committee include: (i) reviewing and approving or recommending approval of compensation arrangements and levels of our chief executive officer and our other executive officers; (ii) to the extent the Board delegates such authority to the committee, administering our equity incentive plans and agreements; (iii) reviewing and making recommendations to the Board with respect to incentive compensation and equity plans; (iv) reviewing and approving or making recommendations to the Board regarding the corporate goals and objectives relevant to executive compensation and evaluating our executive officers’ performance in light of such goals and objectives; and (v) performing other duties regarding compensation for employees and consultants as the Board may from time to time delegate to the committee. Subject to provisions of any applicable employment agreements, the Compensation Committee typically reviews base salary levels and total compensation for executive officers at least annually. The committee, or the independent directors serving on the Board, makes the final decisions regarding the chief executive officer’s and the other named executive officers’ total direct compensation; to the extent that the chief executive officer or other officer is also a director, such person does not participate in Board determinations concerning his or her compensation. With respect to equity compensation, the Compensation Committee or the Board grants stock options or other equity awards. Management plays a role in the compensation-setting process. The most significant aspects of management’s role are to evaluate employee performance and recommend salary levels and equity compensation awards. Our chief executive officer often makesChief Executive Officer may make recommendations to the Compensation Committee and the Board concerning compensation for other executive officers. Our chief executive officerChief Executive Officer is a member of the Board but does not participate in Board or committee decisions regarding any aspect of his own compensation. Pursuant to its charter, the Compensation Committee may engage the services of outside advisors, experts, and others to assist the committee. The committee may engage compensation consultants to provide information to the committee to assist in making decisions regarding compensation of our officers and directors. The current members of the Compensation Committee are Richard C. Williams, Howard C. Birndorf, Meera J. Desai and Vickie S. Reed. The Compensation Committee met one timefive times during 2019.2021.

Nominating and Governance Committee

Subject to its charter, the general functions of the Nominating and Governance Committee are (i) to recruit, evaluate and nominate candidates to be presented for appointment or election to serve as members of the Board; (ii) to recommend nominees for Board committees; (iii) to recommend corporate governance guidelines applicable to the Company; and (iv) to oversee the evaluation and effectiveness of the Board and its committees. The current members of the Nominating and Governance Committee are Richard C. Williams, Howard C. Birndorf, Meera J. Desai and Vickie S. Reed. The Nominating and Governance Committee met two times during 2021.

Compensation Committee Interlocks and Insider Participation

No executive officer has served as a director or member of the Board or the Compensation Committee (or other committee serving an equivalent function) of any other entity while an executive officer of that other entity served as a director of or member of our Board or our Compensation Committee. Dr. Carlo, our President and Chief Executive Officer,Our chief executive officer may participate in discussions with the Compensation Committee regarding salaries and incentive compensation for other named executive officers, except for discussions regarding his own salary and incentive compensation.

Nominating and Governance Committee

Subject to an approved charter, the general functions of the Nominating and Governance Committee are (i) to recruit, evaluate and nominate candidates to be presented for appointment or election to serve as members of the Board; (ii) to recommend nominees for Board committees; (iii) to recommend corporate governance guidelines applicable to the Company; and (iv) to oversee the evaluation and effectiveness of the Board and its committees.  The Nominating and Governance Committee met or acted by written consent by one time during 2019.

Director Nomination Procedures

The Nominating and Governance Committee is responsible for recommending to the Board the nominees for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board. In making such recommendations, the committee will consider candidates timely and properly proposed by stockholders. Stockholders may submit a candidate’scandidate's name and qualifications to the Board by mailing a letter to the attention of Dennis J. Carlo, Ph.D., Chief Executive Officer,the Corporate Secretary, Adamis Pharmaceuticals Corporation, 11682 El Camino Real, Suite 300, San Diego, California 92130, and providing the information required by the Company’s bylawsBylaws along with any additional supporting materials the security holder considers appropriate. The committee will review and evaluate information available to it regarding candidates timely and properly proposed by stockholders and will apply the same criteria, and will follow substantially the same process in considering them, as it does in considering candidates identified by members of the Board or senior management, except that the committee may consider, as one of the factors in its evaluation of stockholder recommended candidates, the size and duration of the interest of the recommending stockholder or stockholder group in the equity of the Company. The committee has not adopted a formal policy with respect to a fixed set of specific minimum qualifications for its candidates for membership on the board of directors. In considering potential new directors, the committee considers a variety of factors, including: (i) reputation for integrity, honesty and high ethical standards; (ii) demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to our current and long-term objectives and willingness and ability to contribute positively to our decision-making process; (iii) commitment to understanding our business and our industry; (iv) adequate time to attend and participate in meetings of the Board and its committees; (v) ability to understand the sometimes conflicting interests of the various constituencies of Adamis,the Company, which include stockholders, employees, customers, governmental units, creditors and the general public and to act in the interestinterests of all stockholders; and (vi) such other attributes, including independence, that satisfy requirements imposed by the SECSecurities and Exchange Commission ("SEC") and the NASDAQ listing standards. The committee believes that the qualifications and strengths of an individual in totality, rather than any specific factor, should be primary, with a view to nominating persons for the election to the Board of Directors whose backgrounds, integrity, and personal characteristics indicate that they will make a contribution to the Board of Directors.Board. The committee is generally of the view that the continuing service of qualified incumbents promotes stability and continuity in the board room,boardroom, giving the Company the benefit of the familiarity and insight into the Company’sCompany's affairs that its directors have accumulated during their tenure, while contributing to the Board’sBoard's ability to work as a collective body. Accordingly, it is the general policy of the committee, absent special circumstances, to nominate qualified incumbent directors who continue to satisfy the committee’scommittee's criteria for membership on the Board, whomwho the committee believes will continue to make important contributions to the Board and who consent to stand for reelection and, if reelected, to continue their service on the Board.reelection. The committee does not have a specific policy with regard to the consideration of diversity in identifying director nominees.candidates. However, the committee values diversity on our Board and considers the diversity of the professional experience, education and skills, as well as diversity of origin, in identifying director nominees.candidates.

Stockholder Communications with the Board

Stockholders may send communications to the Board of Directors or individual members of the Board of Directors by writing to them, care of Adamis Pharmaceuticals Corporation, Attention: Corporate Secretary, at our office in11682 El Camino Real, Suite 300, San Diego, California.California 92130. Communications will be forwarded to the intended director or directors. If the stockholder wishes the communication to be confidential, then the communication should be provided in a form that will maintain confidentiality.

Required Vote

Each director is elected by a plurality of the votes cast on the election of directors at a meeting at which a quorum is present. As a result, assuming that a quorum is present at the Meeting, the nominees who receive the highest number of votes, up to the number of directors to be elected at the Meeting, will be elected. Abstentions and broker non-votes will not be counted in determining which nominees receive the largest number of votes cast and therefore will have no effect on the outcome of the vote on this proposal. The persons named in the enclosed proxy will vote the proxies they receive FOR“FOR” the election of the nominees named above, unless a particular proxy card withholds authorization to do so or provides contrary instructions.

Recommendation of the Board Recommendation:of Directors

PROPOSAL 2 - AMENDMENT TO THE COMPANY’S

RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A

REVERSE STOCK SPLIT OF COMMON STOCK

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES SET FORTH ABOVE FOR DIRECTOR.Introduction

PROPOSAL NO. 2

APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

General

OurThe Board of Directors has adopted, subject to stockholder approval,unanimously approved an amendment to our Restated Certificate of Incorporation (“Restated(the “Restated Certificate”) to increase the total number of our authorized shares of Common Stock from 100,000,000 to 200,000,000,, which would also increase the total number of authorized shares of capital stock from 110,000000 to 210,000,000.  The proposed form of Certificate Amendment to our Restated Certificate is included as Annex A to this Proxy Statement (the “Certificate of Amendment”).  The current Restated Certificate also authorizes a total of 10,000,000 shares of preferred stock, and no amendment to that number is being proposed. 

This Proposal 2 is a separate proposal from Proposal 3 discussed below which, if approved, would give the Board the authority to effect a reverse stock split if the Board determines to carry out a reverse stock split after the Meeting(“Reverse Stock Split”) of all issued and before December 31, 2020.  If our stockholders approval this Proposal 2, we expect to file the Certificate of Amendment with the Delaware Secretary of State to increase the number of authorizedoutstanding shares of our Common Stock, at a ratio ranging from 1-for-2 to 1-for-15, inclusive. Effecting a Reverse Stock Split would reduce the number of outstanding shares of our Common Stock. The decision whether or not to effect a Reverse Stock Split and capitalthe ratio of any Reverse Stock Split will be determined by the Board following the Meeting and prior to December 31, 2022. The Board has recommended that the proposed amendment be presented to our stockholders for adoption and approval (the “reverse stock as soon as reasonably practicable following stockholder approval, regardless of whether Proposal 3 regardingsplit proposal”).

Our stockholders are being asked to adopt and approve the reverse stock split proposal is approved.  On filingpursuant to this Proposal 2 and to grant authorization to the CertificateBoard to determine, at its option, whether to implement a Reverse Stock Split, including its specific timing and ratio. Should we receive the required stockholder approvals for Proposal 2, the Board will have the sole authority to elect, at any time on or prior to December 31, 2022, and without the need for any further action on the part of Amendment withour stockholders, whether to effect a Reverse Stock Split and the Delaware Secretarynumber of State, Section Dwhole shares of Article IV of the Company’s Restated Certificateour Common Stock, between and including two (2) and fifteen (15), that will be amended to provide as set forth in Annex A to this Proxy Statement. combined into one share of our Common Stock.

If the Certificate Amendment is adopted, it will become effective upon filing of a Certificate of Amendment

By approving Proposal 2, our stockholders will: (a) approve an amendment to our Restated Certificate pursuant to which any whole number of outstanding shares of common stock between and including two (2) and fifteen (15) could be combined into one share of Common Stock; and (b) authorize the Board to file such amendment with the Secretary of State of the State of Delaware.Delaware, as determined by the Board at its sole option. The additional CommonBoard may also elect not to undertake any Reverse Stock Split and therefore abandon the amendment. No further action on the part of stockholders will be required to be authorized by adoption ofeither implement or abandon the Certificate Amendment would have rights identical to currently outstanding Common Stock.  Adoption of the Certificate of Amendment would not affect the rights of the holders of currently outstanding Common Stock.  

Shares Currently Outstanding or Reserved

Our current Restated Certificate authorizes us to issue 100,000,000 shares of Common Stock.  As of Record Date, in addition to the 73,920,765 shares of CommonReverse Stock outstanding, the following shares of Common Stock were reserved for issuance as of such date: (i) 25,710,454 shares of Common Stock for issuance upon the exercise of outstanding options and warrants, other than the Warrants issued in February 2020 described below, and upon the vesting of outstanding restricted stock units.  In addition, there are 1,000,000 shares of Series B Preferred outstanding which will convert into 1,000,000 shares of Common Stock (the “Series B Conversion Shares”) following stockholder approval of Proposal 2 or 3 and the filing of the Certificate of Amendment or theSplit. If a Reverse Split Certificate of Amendment as described in Proposal 3 below.  As a result, as of Record Date, excluding the Series B Conversion Shares and excluding 8,700,000 shares of Common Stock issuable upon exercise of the Warrants described below when those Warrants become exercisable, we had approximately 368,781 unissued or unreserved shares of Common Stock that we may be authorized to issue under our Restated Certificate. 

Reasons for the Proposed Increase in Authorized Shares of Common Stock

Provide for Shares Available for Future Issuance.  The principal purpose of the proposed amendment is to provide the Company with the ability and flexibility to issue shares of Common Stock in the future for such corporate purposes as the Board may consider advisable.  If this Proposal 2 is approved, then the additional authorized shares may be issued in the future for a variety of corporate purposes including, but not limited to: issuance of Warrant Shares upon exercise of the Warrants described below or upon conversion of outstanding shares of Series B Preferred; capital raising transactions involving equity or convertible debt securities; providing equity incentives to employees, directors, consultants or advisors; establishing strategic relationships with other companies; expanding our business through the acquisition of other businesses, technologies or products; stockholder rights plans; stock splits or stock dividends; or for other corporate purposes.  Such shares could be issued directly, or could be reserved for issuance and then issued pursuant to the exercise of warrants or options, or conversion of convertible securities that we may issue in the future.  Approval of this Proposal would also provide for authorized shares to be available to issue to eligible employees, directors or consultants under equity incentive plans, if the stockholders approve Proposal 4 described below.  Currently, the Company is at a competitive disadvantage in terms of retaining or attracting employees because it currently does not have sufficient authorized shares to provide equity incentives to employees, directors and eligible consultants through the grant of new equity awards.  Without an increase in our authorized shares of Common Stock (or approval of Proposal 3 and a reverse stock split), we would be materially or completely limited in our ability to use equity as a component of compensation to attract and retain key personnel under any future employee stock benefit plans, even if the stockholders approve Proposal 4 regarding the 2020 Equity Incentive Plan. 

If this Proposal 2 is approved, we will have the ability under our Restated Certificate to issue new shares of Common Stock up to the number of authorized shares set forth therein, without further vote of the stockholders of the Company except as required under Delaware corporate law or under the rules of Nasdaq or other securities exchange on which shares of Common Stock are then listed.  In the event that our Board determines to issue additional shares of Common Stock, it intends, in accordance with its fiduciary duties, to issue any such shares on terms that it considers to be in the best interests of the Company and our stockholders.  Our Board believes that these additional authorized shares will provide us with the needed ability to issue shares in the future to take advantage of market conditions or favorable opportunities without the potential expense or delay incident to obtaining stockholder approval for a particular issuance.  With the exception of Warrant Shares that may become issuable in the future upon the exercise of the Warrants as described below, shares that will be issuable upon conversion of the Series B Preferred, and shares that may become issuable under our 2020 Equity Incentive Plan if Proposal No. 4 is approved by the stockholders, as of the date of this Proxy Statement we do not have any commitments, arrangements agreements or understandings to issue any of the authorized but unissued shares that would become available as a result of approval of this Proposal.   However, we may issue additional shares of Common Stock in the future, which would include the additional shares authorized by this Proposal, in connection with raising additional capital for the Company.  As we have previously disclosed in our filings with the SEC, the development of our business will require significant additional funding and continued operations depend on our ability to raise additional funding, which could occur through fundraising transactions that involve issuance of shares of Common Stock or securities convertible into or exercisable for Common Stock, and approval of this Proposal would provide the shares that could be used in such transactions.  If Proposal 2 is approved, we may issue additional shares of Common Stock or securities convertible into or exercisable for shares of Common Stock from time to time in the future, including pursuant to our currently effective registration statements previously filed with the SEC or new registration statements that we may file in the future, and to the extent that we do so, the shareholdings of our existing stockholders will be diluted by such issuances.  We currently cannot estimate the number of shares of Common Stock that may be issued in the future in any such fundraising transaction, as the number of shares would depend on a number of factors including the trading price of the Common Stock at the time of any such financing, the amount of capital the Company is able to raise, the Company’s need for capital, the terms of any such transaction, and general market conditions.  In approving the proposed amendment to increase the authorized shares of Common Stock and the amount of the increase, our Board considered the number of authorized shares currently available for future issuance, our stock price and market capitalization as well as the above factors related to potential future corporate needs. 

Provide Authorized Shares for Issuance Under Certain Warrants.  As the Company has previously announced, in February 2020, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement” ) with certain accredited institutional investors (the “Purchasers”) pursuant to which the Company issued to the Purchasers, in a registered direct offering and concurrent private placement, 11,600,000 shares of the Company’s Common Stock and warrants (the “Warrants” ) to purchase 8,700,000 shares of Common Stock (the “Warrant Shares”) with an exercise price of $0.70 per share.  The Warrants are exercisable commencing on the later of (i) six months from the date of issuance or (ii) the effective date of a “Capital Event.”   Under the transaction documents, a “Capital Event” is defined as the filing of an amendment to the Company’s certificate of incorporation (or similar charter documents) to either (i) increase the number of shares of Common Stock the Company is authorized to issue or (ii) effect a reverse split of the Common Stock, in either event sufficient to permit the exercise in full of the Warrants in accordance with their terms.  Under the transaction documents, the Company agreed to take all corporate action necessary to call a meeting of its stockholders, which is this Meeting, not later than six months after the closing date of the transaction, for the purpose of seeking stockholder approval to complete a Capital Event, and to recommend to the stockholders that the stockholders vote in favor of the Capital Event at the meeting and take all commercially reasonable action to solicit the approval of the stockholders for the Capital Event.  If the Capital Event is not approved at the initial such meeting, the Company agreed to call additional meetings of stockholders each four months thereafter to seek stockholder approval until the date that stockholder approval is obtained.  The Company also agreed that if the stockholders approve a Capital Event, the Company will promptly thereafter (and within the time period provided in the transaction documents) file an amendment to the Company’s Restated Certificate to effect the Capital Event.  The filing and effectiveness of the Certificate of Amendment if this Proposal is approved by the stockholders will constitute a Capital Event as defined the Purchase Agreement and Warrants.  Accordingly, we are recommending approval of this Proposal, among other reasons. pursuant to the terms of the transaction documents and in order to provide for sufficient authorized shares of Common Stock to be issued as Warrant Shares upon any future exercise of the Warrants.

Effects of the Increase in Authorized Common Stock

The additional authorized shares would be part of the existing class of our Common Stock and would not affect the terms of our outstanding Common Stock or the rights of the holders of our Common Sstock.  The holders of Common Stock have no preemptive rights to subscribe for or purchase any additional shares of Common Stock that may be issued in the future.  Therefore, the proposed increase in authorized shares could result in the dilution of the ownership interests of existing stockholders. 

Dilution. Except for a stock split or stock dividend, future issuances of shares of Common Stock will dilute the voting power and ownership of our existing stockholders and, depending on the amount of consideration received in connection with the issuance, could be dilutive to the Company’s existing stockholders and could also reduce stockholders’ equity on a per share basis.  The issuance in the future of such additional authorized shares may have the effect of diluting the earnings per share and book value per share, as well as the stock ownership and voting rights, of the currently outstanding shares of Common Stock.  In addition, the issuance or potential issuance of additional shares of common stock may have a depressive effect on the market price of our Common Stock. 

Anti-Takeover.  The additional shares of Common Stock that would become available for issuance if this Proposal is adopted could have possible anti-takeover effects and could be used by us to oppose a hostile takeover attempt or to delay or prevent changes in our control or management (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board or contemplating a tender offer or other transaction for the combination of us with another company).  These authorized but unissued shares could (within the limits imposed by applicable law) be issued in one or more transactions that could make a change of control of the Company more difficult, and therefore more unlikely, or used to resist or frustrate a third-party transaction that is favored by a majority of the independent stockholders (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board or management of the Company or contemplating a tender offer or other transaction for the combination of the Company with another company).  For example, without further stockholder approval, our Board of Directors could (within the limits imposed by applicable law) strategically sell shares of Common Stock in a private transaction to purchasers who would oppose a takeover or favor our then current Board, or the shares could be available for potential issuance pursuant to a shareholder rights plan.  The additional authorized shares could be used to discourage persons from attempting to gain control of the Company by diluting the voting power of shares then outstanding or increasing the voting power of persons that would support the Board in a potential takeover situation, including by preventing or delaying a proposed business combination that is opposed by the Board although perceived to be desirable by some stockholders.  The issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership or voting rights of persons seeking to cause such removal.  Despite these possible anti-takeover effects, this proposal to increase the authorized number of shares of Common Stock has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt or any effort of which we are aware to accumulate our stock or to obtain control of our company by means of a merger, tender offer, solicitation in opposition to management or otherwise (nor is our Board of Directors currently aware of any such attempts directed at us).  Nevertheless, stockholders should be aware that approval of this proposal could facilitate future efforts by us to deter or prevent changes in our control, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices. 

No Appraisal Rights.  Our stockholders are not entitled to dissenters’ or appraisal rights under Delaware corporate law with respect to the proposed amendment to our Restated Certificate to increase the authorized number of shares, and we will not independently provide the stockholders with any such right.

Stockholders are requested in this Proposal 2 to approve the Certificate of Amendment.  To approve the Certificate of Amendment, holders of a majority of the shares of Common Stock, voting as a separate class, and holders of a majority of the shares of Common Stock and Series B Preferred, voting together as a single class, outstanding on the Record Date and entitled to vote at the Meeting must vote “FOR” approval.  Abstentions and broker non-votes with respect to this proposal will be counted for purposes of establishing a quorum and, if a quorum is present, will have the same practical effect as a vote “AGAINST” this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE
AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK.

PROPOSAL NO. 3
AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT OF COMMON STOCK

General

The Board has unanimously approved and adopted resolutions (1) declaring that submitting an amendment to the Company’s Amended and Restated Certificate of Incorporation (“Restated Certificate”) to effect a reverse stock split of our issued and outstanding Common Stock (the “Reverse Stock Split”), was advisable and (2) directing that a proposal (the “reverse stock split proposal”) to approveeffecting the Reverse Stock Split has not been filed with the Secretary of State of the State of Delaware by the close of business on December 31, 2022, our Board will abandon the Reverse Stock Split, and stockholder approval would again be submittedrequired prior to the holders of our Commonimplementing any Reverse Stock for their approval.Split.

The form of the proposed amendment to the Restated Certificate to effect the Reverse Stock Split will be substantiallyis as set forth on Annex BA (subject to any changes required bythe Board’s selection of the applicable law).  If approved by our stockholders, the reverse stock split proposal would permit, but would not require, the Board to effect a Reverse Stock Split of our issued and outstanding Common Stock at any time prior to December 31, 2020, by a ratio of not less than one-for-two and not more than one-for-fifteen, with the exact ratio to be set at a whole number within this range as determined by the Board in its sole discretion.  If the Company decided to proceed with a Reverse Stock Split, the amendment to our Restated Certificate to effect the Reverse Stock Split will include only the reverse split ratio determined by the Board, and all of the other possible different reverse stock split ratios will be abandoned.ratio). The Reverse Stock Split, if effected, would affect all of our holders of Common Stock uniformly. The following description of the proposed amendment is a summary and is subject to the full text of the proposed Certificate of Amendment to our Restated Certificate, which is attached to this Proxy Statement as Annex BA (the “Reverse Split Certificate of Amendment”).

If stockholders approve this proposal, the Board in its discretion could determine to cause

Background of the Reverse Split Certificate

Our Common Stock is publicly traded and listed on The Nasdaq Capital Market under the symbol “ADMP.” On December 31, 2021, the Nasdaq Listing Qualifications Department of Amendment to be filedThe Nasdaq Capital Market (“Nasdaq”) notified us that the closing bid price of our Common Stock had been below $1.00 per share for 30 consecutive business days, and as a result we did not comply with the Delaware Secretaryminimum bid price requirement for continued listing on The Nasdaq Capital Market. Listing Rule 5550(a)(2) (“Bid Price Rule”). Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), we were provided an initial compliance period of State180 calendar days, or until June 29, 2022, to regain compliance. The notice stated that if at any time before June 29, 2022, the bid price of our Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that we have achieved compliance with the minimum bid price requirement, and effect the Reversematter would be resolved. The notice letter also disclosed that if we do not regain compliance within the initial compliance period, we may be eligible for an additional 180-day compliance period. To qualify for additional time, we would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of a plan to cure the deficiency during the second compliance period, including by effecting a reverse stock split if necessary. If we meet these requirements, Nasdaq would inform us that we have been granted an additional 180 calendar days to regain compliance. However, if it appears to the staff of Nasdaq that we will not be able to cure the deficiency, or if we are otherwise not eligible, the staff would notify us that we will not be granted additional 180 days for compliance and will be subject to delisting at that time. In the event of such notification, we may appeal the staff’s determination to delist our securities, but there can be no assurance that any such appeal would be successful.

We intend to monitor the closing bid price for our Common Stock Split before December 31, 2020.  The Board also may determineand will consider available strategies in its discretion notan effort to effectsatisfy the Reverse Stock Split and notBid Price Rule. However, there are no assurances that we will be able to file the Reverse Split Certificate of Amendment.  For example, should we regain compliance with the Nasdaq minimum bid price requirements or will otherwise be in compliance with other Nasdaq listing requirements, as discussed below, we could decide not to proceed with the Reverse Stock Split even if the reverse stock split proposal is approved by the stockholders.  No further action on the part of stockholders will be required to either implement or abandon the Reverse Stock Split.  If a Reverse Split Certificate of Amendment effecting the Reverse Stock Split has not been filed with the Secretary of State of the State of Delaware by the close of business before December 31, 2020, our Board will abandon the Reverse Stock Split.rules.

In addition, the proposed Reverse Split Certificate of Amendment, which would amend our Restated Certificate and effect a Reverse Stock Split, will provide that the number of authorized shares of Common Stock will be 100,000,000, which is the number of shares of Common Stock currently authorized in our Restated Certificate and which would be a reduction from the 200,000,000 authorized shares of Common Stock under the Restated Certificate if Proposal 2 is approved. 

Reasons for the Reverse Stock Split

For the reasons described below, among others, we believe that effecting the Reverse Stock Split is in the Company’s and our stockholders’ best interests.

Meet Continued NASDAQNasdaq Listing Requirements. Our Board approved the reverse stock split proposal with thea primary intent of increasing the per share trading price of our Common Stock in order to meet theThe Nasdaq Capital Market’s price criteria for continued listing on that exchange. Our Common Stock is publicly traded and listed on the Nasdaq Capital Market under the symbol “ADMP.”   On October 11, 2019, we received a notice from the Nasdaq Listing Qualifications Department of The NASDAQ Capital Market that, because the closing bid price of our Common Stock had been below $1.00 per share for 30 consecutive business days, we no longer complied with the minimum bid price requirement for continued listing on The Nasdaq Capital Market.  Nasdaq Listing Rule 5550(a)(2) (the “Rule” ) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days.  Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), we were provided an initial compliance period of 180 calendar days, or until April 8, 2020, to regain compliance with the minimum bid price requirement.  To regain compliance, the closing bid price of our Common Stock must have met or exceeded $1.00 per share for a minimum of 10 consecutive business days during the 180 calendar day grace period.  On April 14, 2020, we received a letter from Nasdaq notifying us that we had been granted an additional 180-day compliance period or until October 5, 2020, to regain compliance with the minimum $1.00 bid price per share requirement of the Rule.  The letter indicated that we did not regain compliance during the initial 180-day grace period provided under the Rule.  In accordance with NASDAQ Marketplace Rule 5810(c)(3)(A), Nasdaq staff determined that we were eligible for an additional 180-day period to regain compliance based on the Company meeting the continued listing requirement for the market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market with the exception of the bid price requirement, and the Company’s having provided written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split if necessary.  The letter also indicated that if at any time before October 5, 2020, the bid price of our Common Stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, we will regain compliance with the Rule.  On April 21, 2020, we received a letter from Nasdaq notifying us that in light of the recent extraordinary market conditions, Nasdaq had determined to toll the compliance periods for bid price and market value of publicly held shares requirements, through June 30, 2020.  As a result, we were granted additional time, or until December 21, 2020, to regain compliance with the Rule.

If the Company does not meet the minimum bid requirement by the end of initial compliance period or during theany additional grace period, Nasdaq will provide written notification to the Company that its shares will be subject to delisting.  At If an issuer’s equity security is delisted from Nasdaq, it may be forced to seek to have its equity security traded or quoted on the OTC Bulletin Board or in the “pink sheets.” Such alternatives are generally considered to be less efficient markets and not as broad as Nasdaq, and therefore less desirable. Accordingly, the delisting, or even the potential delisting, of an equity security could have a negative impact on the liquidity and market price of the equity security.

As such, time,our Board believes that it is in the best interest of the Company may appealand its stockholders that the Board has the ability to effect, in its discretion, the Reverse Stock Split to improve the price level of our Common Stock so that we are able to maintain continued compliance with the Bid Price Rule and minimize the risk of delisting determination to a Nasdaq Hearings Panel.  The Company would remain listed pending the Panel’s decision.  There can be no assurance that if the Company does appeal a subsequent delisting determination, that such appeal would be successful.from Nasdaq.

Any delisting from theThe Nasdaq Capital Market would likely result in further reductions in the market prices of our Common Stock, substantially limit the liquidity of our Common Stock, and materially adversely affect our ability to raise capital or pursue strategic restructuring, refinancing or other transactions on acceptable terms, or at all. Delisting from Nasdaq could also have other negative results, including the potential loss of institutional investor interest, fewer business development opportunities, and the inability to raise additional required capital. In addition, the SEC has adopted rules governing “penny stocks” that impose additional burdens on broker-dealers trading in stock priced at below $5.00 per share, unless listed on certain securities exchanges. In the event of a delisting, we would attempt to take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our Common Stock to become listed again, stabilize the market price or improve the liquidity of our Common Stock, prevent our Common Stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

Appeal to a Broader Range of Investors to Generate Greater Investor Interest in the Company. In addition to regaining compliance with the Nasdaq minimum bid listing requirements, we also believe that the Reverse Stock Split and an increase in our stock price may make our Common Stock more attractive to a broader range of institutional and other investors.  Manyinvestors (including funds that are prohibited from buying stocks whose price is below a certain threshold) and facilitate higher levels of institutional stock ownership, where investment policies generally prohibit investments in lower-priced securities, as well as better enable us to raise funds to help finance operations. We understand that many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers, which reduces the number of potential purchasers of our Common Stock. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically less attractive to brokers. Investors may also be dissuaded from purchasing lower-priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, we believe the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower-priced stocks. Further, lower-priced stocks have a perception in the investment community as being more risky and speculative, which may negatively impact not only the price of our Common Stock, but also our market liquidity.

Provide Authorized Shares for Issuance Under Certain Warrants.  As the Company has previously announced and as described in Proposal 2 above, in February 2020, the Company entered into the Purchase Agreement with the Purchasers pursuant to which, among other things,  the Company issued to the Purchasers Warrants to purchase 8,700,000 Warrant Shares.  The Warrants are exercisable commencing on the later of (i) six months from the date of issuance or (ii) the effective date of a “Capital Event,” which is described in Proposal 2 above.  As described in Proposal 2 above, under the transaction documents, the Company agreed to take all corporate action necessary to call a meeting of its stockholders, which is this Meeting, not later than six months after the closing date of the February 2020 transaction, for the purpose of seeking stockholder approval to complete a Capital Event, and to recommend to the stockholders that the stockholders vote in favor of the Capital Event at the meeting and take all commercially reasonable action to solicit the approval of the stockholders for the Capital Event.  Because the Reverse Stock Split will result in a reduction of the total outstanding shares of Common Stock and shares reserved for issuance under outstanding options, restricted stock units, warrants and convertible securities, without a proportionate reduction in the number of authorized shares of Common Stock under the Restated Certificate, the Reverse Stock Split will result in an increase in the number of shares available for issuance in the future, including pursuant to the exercise of the Warrants.  Accordingly, we are recommending approval of the reverse stock split proposal, among other reasons, pursuant to the terms of the Purchase Agreement and Warrants and in order to provide for sufficient authorized shares of Common Stock to be issued as Warrant Shares upon any future exercise of the Warrants.

Criteria to be Used for Determining Reverse Stock Split Ratio

In determining which reverse stock split ratio to implement, if any, following receipt of stockholder approval of the amendment to our Restated Certificate to effect the Reverse Stock Split, the Board may consider, among other things, various factors, such as:

We reserve the right to abandon a Reverse Stock Split without further action by our stockholders at any time before the effectiveness of the filing with the Secretary of the State of Delaware of the Reverse Split Certificate of Amendment, even if the authority to effect a Reverse Stock Split has been approved by our stockholders at the Meeting. However, ifIf the reverse stock split proposal is adopted and approved, we could effect the Reverse Stock Split at any time after the Meeting until December 31, 2020.2022. By voting in favor of a Reverse Stock Split, you are expressly also authorizing the Board to delay, not to proceed with, and abandon, a reverse stock splitReverse Stock Split if it should so decide, in its sole discretion, that such action is in the best interests of the stockholders.

Certain Risks Associated with a Reverse Stock Split

There are certain risks associated with a reverse stock split, and we cannot accurately predict or assure that the Reverse Stock Split will produce or maintain the desired results. However, our Board believes that the benefits to the Company and our stockholders outweigh the risks and recommends that you vote in favor of the reverse stock split proposal.

We cannot assure you that the proposed Reverse Stock Split, if effected, will increase our stock price. There can be no assurance that the total market capitalization of our Common Stock (the aggregate value of all of our outstanding Common Stock at the then market price)price after the Reverse Stock Split) will be equal to or greater than the total market capitalization before the Reverse Stock Split, or that the per share market price of our Common Stock following the Reverse Stock Split will either equal or exceed the current per share market price.At July 8, 2020,June [___], 2022, the closing sale price of our Common Stock on theThe Nasdaq Capital Market was $0.52$[__] per share. We expect thatReducing the number of outstanding shares of our Common Stock through the Reverse Stock Split, if effected, willwe decide to proceed with the Reverse Stock Split, is intended to increase the per share trading price of our Common Stock.Stock to exceed the minimum bid price requirement for continued listing on The Nasdaq Capital Market for at least the required period of time. However, we cannot assure you that the market price per share of our Common Stock after the Reverse Stock Split will rise or remain constant in proportion to the reduction in the number of shares of Common Stock outstanding before the Reverse Stock Split. Even if we implement the Reverse Stock Split, the per share trading price of our Common Stock may decrease due to factors unrelated to the Reverse Stock Split. The effect of the Reverse Stock Split on the per share trading price of our Common Stock cannot be predicted with any certainty, and the history of reverse stock splits for other companies is varied, particularly since some investors may view a reverse stock split negatively. In many cases, the market price of a company’scompany's shares declines after a reverse stock split, or the market price of a company’scompany's shares immediately after a reverse stock split does not reflect a proportionate or mathematical adjustment to the market price based on the ratio of the reverse stock split. Accordingly, the total market capitalization of our Common Stock and the Company after a Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split, and it is possible that a Reverse Stock Split may not result in a per share trading price that would attract investors who do not trade in lower priced stocks. 

Reducing the number of outstanding shares of our Common Stock through the Reverse Stock Split, if we decide to proceed with the Reverse Stock Split, is intended, absent other factors, to increase the per share trading price of our Common Stock.  However, even if we implement the Reverse Stock Split, the per share trading price of our Common Stock may decrease due to factors unrelated to the Reverse Stock Split.  Other factors, such as our financial results, market conditions and the market perception of our business, may adversely affect the per share trading price of our Common Stock. Accordingly, the total market capitalization of our Common Stock and the Company after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split, and it is possible that the Reverse Stock Split may not result in a per share trading price that would attract investors who do not trade in lower priced stocks. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the benefits that we anticipate that the per share trading price of our Common Stock will increase following the Reverse Stock Split or that the per share trading price of our Common Stock will not decrease in the future.  Although no assurances are possible concerning the trading price of our Common Stock if the Reverse Stock Split is effected or concerning future fluctuations in the market prices of our Common Stock after the Reverse Stock Split, based on such price, the Company’s intention in determining the reverse stock split ratio to be reflected in the Reverse Stock Split is that such ratio will result in minimum bid prices for our Common Stock immediately after the Reverse Stock Split exceeding the minimum bid price requirement for continued listing on The Nasdaq Capital Market, although whether the minimum bid price of our Common Stock continues to exceed the required minimum for a period of 30 consecutive trading days will depend in part on the ratio of the Reverse Stock Split and future fluctuations in the minimum bid price of our Common Stock.

The proposed Reverse Stock Split may decrease the liquidity of our Common Stock and result in higher transaction costs.. The liquidity of our Common Stock may be negatively impacted by the Reverse Stock Split, given the reduced number of shares that would be outstanding after the Reverse Stock Split, particularly if the per share trading price does not increase proportionately as a result of the Reverse Stock Split. In addition, if the Reverse Stock Split is implemented, it will increase the number of our stockholders who own “odd lots” of fewer than 100 shares of Common Stock. Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of Common Stock. In addition, although we believe the Reverse Stock Split may enhance the marketability of our Common Stock to certain potential investors, we cannot assure you that, if implemented, our Common Stock will be more attractive to investors. While our Board believes that a higher stock price may help generate the interest of new investors, the Reverse Stock Split may not result in a per-share price that will attract certain types of investors, such as institutional investors or investment funds, and such share price may not satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of our Common Stock may not improve as a result of athe Reverse Stock Split and could be adversely affect by a higher per share price. Accordingly, the Reverse Stock Split may not achieve the desired results of increasing marketability of our Common Stock as described above.

AThe proposed Reverse Stock Split may result in future dilution to our stockholders..  The Reverse Stock Split will reduce the number of outstanding shares of our Common Stock without a proportionate reduction in the number of shares of authorized but unissued Common Stock in our Restated Certificate, which will give the Company a larger number of authorized shares available to be issued in the future without further stockholder action, except as may be required by applicable laws or the rules of any stock exchange on which our Common Stock is listed. The issuance of additional shares of our Common Stock may have a dilutive effect on the ownership of existing stockholders.stockholders and could also reduce stockholders’ equity on a per share basis. The issuance in the future of such additional authorized shares may have the effect of diluting the earnings per share and book value per share, as well as the stock ownership and voting rights, of the currently outstanding shares of Common Stock. In addition, the issuance or potential issuance of additional shares of common stock may have a depressive effect on the market price of our Common Stock. If this Proposal 2 is adopted and approved and a Reverse Stock Split is effected, then depending on a number of factors, including without limitation the ratio of the Reverse Stock Split that is effected, the Board could, in its discretion, in the future consider submitting a proposal for consideration at a future meeting of stockholders to reduce the number of authorized shares of Common Stock in the Company’s Restated Certificate.

Even if the Reverse Stock Split is effected, we may not be able to satisfy all of the other requirements for continued listing of our Common Stock on the NASDAQThe Nasdaq Capital Market or other stock exchange.As discussed above, the Board is submitting the Reverse Stock Split proposed to our stockholders for approval with the primary intent of increasing the market price and minimum bid prices of our Common Stock to regain and maintain compliance with the listing requirements of The NASDAQNasdaq Capital Market and to make our Common Stock more attractive to a broader range of institutional and other investors. However, continued listing on such exchange requires compliance with a variety of other qualitative and quantitative listing standards. Even if we effect the Reverse Stock Split, we may not be able to satisfy or maintain listing requirements on the NASDAQThe Nasdaq Capital Market or any other stock exchange. We cannot provide any assurances that we will be able to maintain a listing of the Common Stock on the NASDAQThe Nasdaq Capital Market or any other stock exchange.

Potential Anti-Takeover Effect

A Reverse Stock Split would result in an increased proportion of unissued authorized shares to issued shares, which could have possible anti-takeover effects and could be used by us to oppose a hostile takeover attempt or to delay or prevent changes in our control or management (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board or contemplating a tender offer or other transaction for the combination of us with another company). These authorized but unissued shares could (within the limits imposed by applicable law) be issued in one or more transactions that could make a change of control of the Company more difficult, and therefore more unlikely, or used to resist or frustrate a third-party transaction that is favored by a majority of the independent stockholders.stockholders (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board or management of the Company or contemplating a tender offer or other transaction for the combination of the Company with another company). For example, without further stockholder approval, ourthe Board of Directors could (within the limits imposed by applicable law) strategically sell shares of Common Stock in a private transaction to purchasers who would oppose a takeover or favor our then current Board, or the shares could be available for potential issuance pursuant to a shareholder rights plan. The additional authorized shares could be used to discourage persons from attempting to gain control of the Company by diluting the voting power of shares then outstanding or increasing the voting power of persons that would support the Board in a potential takeover situation, including by preventing or delaying a proposed business combination that is opposed by the Board although perceived to be desirable by some stockholders. The issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. Despite these possible anti-takeover effects, this reverse stock split proposal has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt or any effort of which we are aware to accumulate our stock or to obtain control of our company by means of a merger, tender offer, solicitation in opposition to management or otherwise (nor is ourthe Board of Directors currently aware of any such attempts directed at us). Nevertheless, stockholders should be aware that approval of this proposal could facilitate future efforts by us to deter or prevent changes in our control, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices.

Procedure for Implementing the Reverse Stock Split

The effective time of the Reverse Stock Split (the “Effective Time”), if approved by stockholders and implemented by Adamis,the Company, will be the date and time the Reverse Split Certificate of Amendment is filed with the Delaware Secretary of State (unless a different date and time is set forth in the Reverse Split Certificate of Amendment, in which case the Effective Time of the Reverse Split Certificate of Amendment will be the date and time set forth in the Reverse Split Certificate of Amendment that is filed with the Delaware Secretary of State.such certificate). If the reverse stock split proposal is adopted and approved and the Board determines to proceed with the Reverse Stock Split, the exact timing of the filing of the Reverse Split Certificate of Amendment will be determined by our Board.

If, at any time prior to the filing of the Reverse Split Certificate of Amendment with the Delaware Secretary of State, notwithstanding stockholder approval and without further action by the stockholders, the Board, in its sole discretion, determines that it is in the Company’s best interests and the best interests of the Company’s stockholders to delay the filing of the Reverse Split Certificate of Amendment or abandon the Reverse Stock Split, the Reverse Stock Split may be delayed or abandoned. The Company reserves the right to abandon a reverse stock split without further action by our stockholders at any time before the effectiveness of the filing with the Secretary of the State of Delaware of the Reverse Split Certificate of Amendment, to our Restated Certificate, even if the authority to effect the Reverse Stock Split has been approved by our stockholders at the Meeting.  By voting in favor of the reverse stock split proposal, you are expressly also authorizing the Board to delay, not to proceed with, and abandon, the Reverse Stock Split if it should so decide, in its sole discretion, that such action is in the best interests of the Company and its stockholders.

If a Reverse Stock Split is effected, then after the Effective Time, our Common Stock will have new Committee on Uniform Securities Identification Procedures (CUSIP) numbers, which is a number used to identify our equity securities, and stock certificates with the older CUSIP numbers will need to be exchanged for stock certificates with the new CUSIP numbers by following the procedures described below. After the Reverse Stock Split, we will continue to be subject to the periodic reporting and other requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act” ).  Our Common Stock will continue to be listed on theThe Nasdaq Capital Market under the symbol “ADMP”"ADMP" subject to any future change of listing of our securities, although it will be considered a new listing with a new CUSIP number.  The Reverse Stock Split is not intended to be, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Exchange Act.securities.

Principal Effects of the Reverse Stock Split

General

After the Effective Time of theThe Reverse Stock Split, if implemented by the Board, each stockholder will own a reducedreduce the total number of outstanding shares of Common Stock. Stock based on the exchange ratio determined by the Board in its discretion, and it will apply automatically to all shares of our Common Stock, including shares issuable upon the exercise or conversion of outstanding stock options, RSUs, warrants and convertible securities. The Reverse Stock Split would be effected simultaneously for all shares of our Common Stock, and the exchange ratio would be the same for all shares of Common Stock. The Reverse Stock Split would affect all of our stockholders uniformly and would not affect any stockholder’sstockholder's percentage ownership interests in the Company, except with respect to the treatment of fractional shares. The principal effect of the Reverse Stock Split will be to proportionately decrease the number of outstanding shares of our Common Stock based on the reverse stock split ratio selected by our Board.

Voting rights and other rights of the holders of our Common Stock will not be affected by the Reverse Stock Split, other than as a result of the treatment of fractional shares. The number of stockholders of record will not be affected by the Reverse Stock Split (except to the extent any are cashed out as a result of holding fractional shares). If approved and implemented, the Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of our Common Stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares. Our Board believes, however, that these potential effects are outweighed by the benefits of the Reverse Stock Split.

Our Common Stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). After the Reverse Stock Split, we will continue to be subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Stock Split would not affect our securities law reporting and disclosure obligations, and we would continue to be subject to the periodic reporting requirements of the Exchange Act.The Reverse Stock Split will not affect the registration of our Common Stock under the Exchange Act or the listing of our Common Stock on the Nasdaq Capital Market. 

Authorized Shares; Number of Shares of Common Stock Available for Future Issuance

The proposed amendmentReverse Split Certificate of Amendment, which would amend our Restated Certificate and effect a Reverse Stock Split, does not reduce the number of authorized shares of Common Stock set forth in our Restated Certificate, which is currently 200,000,000. The Reverse Stock Split will not result in a reduction of the total outstanding shares of Common Stock and shares reserved for issuance under outstanding options, restricted stock units, warrants and convertible securities, without a proportionate reduction in the total number of shares of the Company’s Common Stock that the Company is authorized to issue under the Restated Certificate. Accordingly, if this Proposal 2 is approved and a Reverse Stock Split is effected, after the Reverse Stock Split we will have a larger number of authorized unissued shares relative to the number of outstanding shares of Common Stock, and we will have the ability under our Restated Certificate to issue new shares of Common Stock up to the number of authorized shares set forth therein, without further vote of the stockholders of the Company, except as required under Delaware corporate law or under the rules of Nasdaq or other securities exchange on which shares of Common Stock of the Company are then listed. If this Proposal 32 is approved, and a Reverse Stock Split effected, then the additional authorized shares may be issued in the future for a variety of corporate purposes as the Board considers advisable, including, but not limited to: issuance of Warrant Shares upon exercise ofto, the Warrants described above or upon conversion of outstanding shares of Series B Preferred;following: capital raising transactions involving equity or convertible debt securities; providing equity incentives to employees, directors, consultants or advisors;advisors under equity incentive plans or otherwise; establishing strategic relationships with other companies; expanding our business through the acquisition of other businesses, technologies or products; stockholder rightsright plans; stock splits or stock dividends; or for other corporate purposes. Such shares could be issued directly, or could be reserved for issuance and then issued pursuant to the exercise of warrants, options, restricted stock units (“RSUs”), or options, oron conversion of convertible securities that we may issue in the future.  If this Proposal is approved, a Reverse Stock Split, if effected, would also provide for authorized shares to be available to issue to eligible employees, directors or consultants under equity incentive plans, if the stockholders approve Proposal 4 described below. In the event that our Board determines to issue additional shares of Common Stock, it intends, in accordance with its fiduciary duties, to issue any such shares on terms that it considers to be in the best interests of the Company and our stockholders. OurThe Board believes that these additional authorized shares will provide usthe Company with the needed ability to issue shares in the future to take advantage of market conditions or favorable opportunities without the potential expense or delay incident to obtaining stockholder approval for a particular issuance.opportunities. With the exception of Warrant Sharesshares that may becomeare issuable in the future upon the exercise of the Warrants as described above, shares that will be issuable upon conversion of the Series B Preferred,outstanding options, warrants and shares that may become issuable under our 2020 Equity Incentive Plan if Proposal No. 4 is approved by the stockholders,RSUs, as of the date of this Proxy Statement we do not have any commitments, arrangements, agreements or understandings to issue any of the authorized but unissued shares that would become available as a result of approval of this Proposal and the carrying out of a Reverse Stock Split. However, we may issue additional shares of Common Stock in the future, which would include the additional shares authorized by this Proposal, in connection with raising additional capital for the Company. As we have previously disclosed in our filings with the SEC, the development of our business will require significant additional funding, and continued operations depend on our ability to raise additional funding, which could occur through fundraising transactions that involve issuance of shares of Common Stock or securities convertible into or exercisable for Common Stock, and approval of this Proposal and the effectiveness of a Reverse Stock Split would provide the shares that could be used in such transactions. If this Proposal 2 is approved, and a Reverse Stock Split is effected, we may issue additional shares of Common Stock or securities convertible into or exercisable for shares of Common Stock from time to time in the future, including pursuant to our currently effective registration statements previously filed with the SEC or new registration statements that we may file in the future, and to the extent that we do so, the shareholdings of our existing stockholders will be diluted by such issuances. We currently cannot estimate the number of shares of Common Stock that may be issued in the future in any such fundraising transaction, as the number of shares would depend on a number of factors including the trading price of the Common Stock at the time of any such financing, the amount of capital the Company is able to raise, the Company’s need for capital, the terms of any such transaction, and general market conditions. Except for a stock split or stock dividend, future issuances of common shares will dilute the voting power and ownership of our existing stockholders and, depending on the amount of consideration received in connection with the issuance, could also reduce stockholders’ equity on a per share basis. If the Board authorizes the issuance of additional shares after the Reverse Stock Split, the dilution to the ownership interest of our existing stockholders may be greater than would occur had the Reverse Stock Split not been effected.

The Reverse Stock Split will reduce the total number of outstanding shares of Common Stock by the exchange ratio determined by the Board in its discretion, and it will apply automatically to all shares of our Common Stock, including shares issuable upon the exercise or conversion of outstanding stock options, restricted stock units, warrants and convertible securities.  Under the Reverse Split Certificate of Amendment, if the Reverse Stock Split is effected, the number of authorized shares of Common Stock under the Restated Certificate would remain at 100,000,000 or, if Proposal No. 2 is approved and the the Certificate of Amendment filed, would be reduced from 200,000,000 to 100,000,000. 

For illustrative purposes only, the following table contains approximate information, based on 73,920,765149,983,265 shares of Common Stock outstanding as of the Record Date for the Meeting,March 31, 2022, that would result from the listed hypothetical reverse stock split ratios, (withoutwithout giving effect to the treatment of fractional shares):   shares.

The actual number of shares outstanding after giving effect to the Reverse Stock Split, if implemented, will depend on the reverse stock split ratio that is ultimately determined by the Board. No shares of our preferred stock are outstanding and the total number of authorized shares of preferred stock will not be affected by the Reverse Stock Split.

Effect on Par Value

The proposed amendments to our Restated Certificate will not affect the par value of our Common Stock or Preferred Stock, which will remain at $0.0001 per share.

Effect of the Reverse Stock Split on Employee Plans, Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable Securities

Based upon the reverse stock split ratio determined by the Board, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, restricted stock units, and convertible or exchangeable securities entitling the holders to acquire, purchase, exchange for, or convert into, shares of Common Stock, including, without limitation, any awards previously granted under our 2009 Equity Incentive Plan (the “2009 Plan”).or 2020 Equity Incentive Plan. Additionally, the exercise prices of outstanding options and warrants, and the conversion priceprices of our outstanding convertible securities, would increase, likewise in proportion to the reverse stock split ratio. This would result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon such exercise, exchangeconversion or conversion,exchange, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares deliverable upon settlement or vesting of restricted stock or restricted stock unit awards will be similarly adjusted, subject in all cases to our treatment of fractional shares. If Proposal 4 to approve the 2020 Equity Incentive Plan is approved by the stockholders and the Reverse Stock Split is implemented,In addition, the number of shares available for issuance upon options and other awards granted under that plan willour equity incentive plans would be proportionately decreased.

Effect on Preferred Stock

As of the date of this Proxy Statement, except for [_______] shares of Series C Preferred, there were no issued or outstanding shares of our Series A, Series A-1 or Series A-2 Preferred Stock there wereand no outstanding options or warrants to purchase up to 1,183,432 shares of our Series A-1 Preferred Stock and/or Common Stock at an exercise price of $4.10 per share, and warrants to purchase up to 192,414 shares of our Series A-2 Preferred Stock and/or Common Stock at an exercise price of $2.90 per share, and there were 1,000,000 outstanding shares of Series B Preferred.Stock. The Reverse Stock Split would not impact the number of authorized or outstanding shares of our preferred stock.  Under the certificatesPreferred Stock.

Record and Beneficial Holders

If this Proposal 2 is adopted and approved by our stockholders and our Board elects to implement a Reverse Stock Split, stockholders of designationrecord holding all of preferences, rights and limitations relating to the Series A-1 Preferred Stock and Series A-2 Preferred Stock that is issuable upon exercise of such warrants, each share of Series A-1 Preferred and Series A-2 Preferred is initially convertible into one sharetheir shares of Common Stock subject toelectronically in book-entry form under the other provisionsdirect registration system for securities will be exchanged by the exchange agent and will receive a transaction statement at their address of record indicating the certificatesnumber of designation.  In the event thatnew post-split shares of Common Stock they hold after the Reverse Stock Split is effected, the conversion ratiosalong with payment of the Series A-1 Preferred, Series A-2 Preferredfair value for, and Series B Preferred would be adjusted proportionately so that each sharein lieu of, such preferred stock was convertible into a proportionately smaller number of shares ofany fractional shares. Non-registered stockholders holding Common Stock based on the reverse stock split ratio reflected inthrough a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Reverse Stock Split.  Split and making payment for fractional shares than those that would be put in place by us for registered stockholders. If you hold your shares with such a bank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your nominee.

Effect on Certificated Shares

If this Proposal 2 is approved by our stockholders and our Board elects to implement a Reverse Stock Split, is implemented, our transfer agentstockholders of record holding some or all of their shares in certificate form will act as ourreceive a letter of transmittal from the Company or its exchange agent, and assist holders of Common Stock in implementing the exchange of their certificates.  Afteras soon as reasonably practicable after the effective date of the Reverse Stock Split. Our transfer agent is expected to act as “exchange agent” for the purpose of implementing the exchange of stock certificates. Holders of pre-Reverse Stock Split stockholders holdingshares will be asked to surrender to the exchange agent certificates representing pre-Reverse Stock Split shares in certificated form will be sent a transmittal letter by our transfer agent.  The letter of transmittal will contain instructions on how a stockholder should surrender his or her certificates representing Common Stock (“Old Certificates”) to the transfer agent in exchange for either: (1) a certificate representing the appropriate number of shares of whole post-Reverse Stock Split Common Stock (“New Certificates” ); or (2) post-Reverse Stock Split shares of Common Stock in a book-entry form, evidenced by a transaction statement that will be sent to the stockholder’s address of record indicating the number of shares of post-Reverse Stock Split Common Stock the stockholder holds, in each case together with anyand payment of cash in lieu of fractional shares (if any) in accordance with the procedures to whichbe set forth in the stockholder is entitled.letter of transmittal. No New Certificatesnew post-Reverse Stock Split share certificates will be issued to a stockholder until thatsuch stockholder has surrendered all Old Certificates,such stockholder’s outstanding certificate(s) together with athe properly completed and executed letter of transmittal to the transferexchange agent.  No stockholder will be required to pay a transfer or other fee to exchange Old Certificates.  The letter of transmittal will contain instructions on how you may obtain New Certificates if your Old Certificates have been lost.  If you have lost your certificates, you will have to pay any surety premium and the service fee required by our transfer agent. 

Until surrendered, at and after the Effective Time we will deem outstanding Old Certificates held by stockholders to represent the number of whole shares to which these stockholders are entitled resulting from the Reverse Stock Split, subject to the treatment of fractional shares.  Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of shares, will be exchanged for New Certificates or post-Reverse Stock Split shares of Common Stock in book-entry form.  Stockholders should not destroy any stock certificates and should not submit any certificates until requested to do so by the transfer agent.   If an Old Certificate has a restrictive legend on the back of the Old Certificate(s), the New Certificate will be issued with the same restrictive legends that are on the back of the Old Certificate(s). 

Stockholders should not destroy any stock certificates and should not submit any certificates until requested to do so by the transfer agent.  Shortly after the reverse stock split the transfer agent will provide registered stockholders with instructions and a letter of transmittal for converting Old Certificates into New Certificates or shares in book-entry form.  Stockholders are encouraged to promptly surrender Old Certificates to the transfer agent (acting as exchange agent in connection with the reverse stock split) in order to avoid having shares become subject to escheat laws.

Shares Held in Book-Entry or Through a Broker, Bank or Other Holder of Record

If you hold registered shares of our Common Stock electronically in a book-entry form with our transfer agent, American Stock Transfer & Trust Company, LLC, then you may not have stock certificates evidencing your ownership of Common Stock, and you do not need to take any action to receive your post-Reverse Stock Split shares of our Common Stock in registered book-entry form or your cash payment in lieu of fractional shares, if applicable.  If you are entitled to post-Reverse Stock Split shares of our Common Stock, a transaction statement will be sent to your address of record as soon as practicable after the Effective Time indicating the number of shares of our Common Stock you hold.  In addition, if you are a stockholder of record and entitled to a payment of cash in lieu of fractional shares, a check will be mailed to you at your registered address as soon as practicable after the Effective Time. 

STOCKHOLDERS SHOULD NOT DESTROY ANY PRE-SPLIT STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL THEY ARE REQUESTED TO DO SO.

With respect to stockholders holding shares in “street name” (that is, through a broker, bank, custodian or other nominee holder of record), banks, brokers, custodians or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our Common Stock in street name.  However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split.  Stockholders who hold shares of our Common Stock with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees. 

Fractional Shares

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares, after aggregating all fractional shares held by the stockholder, will be entitled to an amount in cash (without interest or deduction) equal to the fraction of oneclosing sale price per share to which such stockholder would otherwise be entitled multiplied by the product of:  (i) the average of the closing prices of ourCompany’s Common Stock as reported on theThe Nasdaq Capital Market foron the last trading day immediately preceding the effective date of the reverse stock split and (ii) the reverse split ratio chosenReverse Stock Split multiplied by the Board.number of shares of Pre-Reverse Stock Split shares of Common Stock held by the stockholder that would otherwise have been exchanged for such fractional share. No transaction costs would be assessed to stockholders for the cash payment. Stockholders would not be entitled to receive interest for their fractional shares. Except for the right to receive the cash payment in lieu of fractional shares, stockholders will not have any voting, dividend or other rights with respect to the fractional shares they would otherwise be entitled to receive.

Stockholders of record who are entitled to receive fractional share payments will not be entitled to receive interest for the period of time between the Effective Time and the date payment is made for their fractional share interest. You should also be aware that, under the escheat laws of certain jurisdictions, sums due for fractional interests that are not timely claimed after the funds are made available may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to obtain the funds directly from the state to which they were paid.

YOU SHOULD NOT SEND YOUR OLD CERTIFICATES NOW. YOU SHOULD SEND THEM ONLY AFTER YOU RECEIVE THE LETTER OF TRANSMITTAL FROM OUR TRANSFER AGENT.

Accounting Matters

The proposed amendment to the Company’s Restated Certificate will not affect the par value of our Common Stock per share, which will remain $0.0001 par value per share. As a result of the Reverse Stock Split, upon the Effective Time, the stated capital on our balance sheet attributable to our Common Stock, which consists of the par value per share of our Common Stock multiplied by the aggregate number of shares of our Common Stock issued and outstanding, will be reduced in proportion to the size of the Reverse Stock Split and the reduction in the shares of Common Stock outstanding, subject to a minor adjustment in respect of the treatment of fractional shares, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged.

Additionally, net income or loss per share for all periods would increase proportionately as a result of a reverse stock split since there would be a lower number of shares outstanding. We do not anticipate that any other material accounting consequences would arise as a result of a reverse stock split. If we effect the Reverse Stock Split, in future financial statements we will restate net income or loss per share and other per share amounts for periods ending before the Reverse Stock Split to give retroactive effect to the Reverse Stock Split.

Certain U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion is a summary of certain U.S. federal income tax consequences of the Reverse Stock Split to the Company and to stockholders that are “U.S. Holders” as defined below and hold shares of Common Stock as capital assets for U.S. federal income tax purposes. This discussion is based upon provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code” ),), the Treasury regulations promulgated under the Code, and U.S. administrative rulings and court decisions, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect, and differing interpretations. Changes in these authorities may cause the U.S. federal income tax consequences of the Reverse Stock Split to vary substantially from the consequences summarized below. The effects of U.S. federal tax laws other than U.S. federal income tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws, are not discussed.

This summarydiscussion is limited to U.S. Holders that hold Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxationtax consequences that may be relevant to stockholders in light of theira U.S. Holder’s particular circumstances, including the impact of the alternative minimum tax, the rules related to “qualified small business stock” within the meaning of Section 1202 of the Code or the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to stockholders who may beU.S. Holders subject to special tax treatment under the Code,rules, including, without limitation, dealers in securities, commodities or foreign currency, persons who are treated as non–U.S. persons for U.S. federal income tax purposes, certain former citizens or long–term residents of the United States, insurance companies, tax–exempt organizations, banks, financial institutions, small business investment companies, regulated investment companies, real estate investment trusts, retirement plans,limitation: persons that are partnerships or other pass-through entities fornot U.S. federal income tax purposes,Holders (as defined below); persons subject to the alternative minimum tax; U.S. Holders (as defined below) whose functional currency is not the U.S. dollar, traders that mark-to-market their securities,dollar; persons subject to the alternative minimum tax, persons who hold their shares of Common Stockholding our common stock as part of a hedge, straddle conversion or other risk reduction strategy or as part of a conversion transaction or other integrated investment; banks, insurance companies, and other financial institutions; small business investment companies, real estate investment trusts or regulated investment companies; brokers, dealers or traders in securities; corporations that accumulate earnings to avoid U.S. federal income tax; S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein); tax-exempt organizations or governmental organizations; retirement plans; persons who acquiredhold their shares of Common Stock pursuant to the exercise of compensatory stock options, the vesting of previously restricted shares of stock or otherwise as compensation.  compensation; persons deemed to sell our common stock under the constructive sale provisions of the Code; persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; and tax-qualified retirement plans.

If a partnership or other entity classified as a partnership for U.S. federal income tax purposes holds shares of Common Stock, the tax treatment of a partner thereof will generally depend upon the status of the partner, and upon the activities of the partnership.  If you are apartnership and certain determinations made at the partner in a partnershiplevel. Accordingly, partnerships holding shares of the Company’s Common Stock youand the partners in such partnerships should consult yourtheir tax advisoradvisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.to them.

The Company has not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service (“IRS”) regarding the federal income tax consequences of the Reverse Stock Split. There can be no assurance the IRS or a court will not take a position contrary to that discussed below regarding the tax consequences of the Reverse Stock Split. The state and local tax consequences of the Reverse Stock Split may vary as to each stockholder, depending on the jurisdiction in which such stockholder resides. This discussion should not be considered as tax or investment advice, and the tax consequences of the Reverse Stock Split may not be the same for all stockholders.

EACH HOLDER OF COMMON STOCK SHOULD CONSULT SUCH HOLDER’S TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO SUCH HOLDER.

For purposes of the discussion below, a “U.S. Holder” is a beneficial owner of shares of our Common Stock that for U.S. federal income tax purposes is:is or is treated as: (1) an individual citizen or resident of the United States; (2) an entity which is classified for U.S. federal tax purposes as a corporation (as defined in the Code) which has been created or organized in or under the laws of the United States, any state thereof, or political subdivision thereof;the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) an entity or arrangement which is classified for U.S. federal tax purposes as a trust (as defined inthat (a) is subject to the primary supervision of a U.S. court and the control of one of more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) the trust(b) has a valid election in effect to be treated as a United States person for U.S. person.federal income tax purposes.

The Reverse Stock Split is intended to be treatedshould constitute a “recapitalization” for U.S. federal income tax purposes as a “recapitalization” (within the meaning of Section 368(a)(1)(E) of the Code).purposes. As a result, a U.S. Holder generally should not recognize gain or loss upon the Reverse Stock Split, except with respect to cash received in lieu of a fractional share of our Common Stock, as discussed below. A U.S. Holder’s aggregate tax basis in the shares of our Common Stock received pursuant to the Reverse Stock Split should equal the aggregate tax basis of the shares of our Common Stock surrendered (excluding any portion of such basis that is allocated to any fractional share of our Common Stock), and such U.S. Holder’s holding period in the shares of our Common Stock received should include the holding period in the shares of our Common Stock surrendered. Treasury regulations promulgated under the Code provide detailed rules for allocating the tax basis and holding period of the shares of our Common Stock surrendered to the shares of our Common Stock received pursuant to the Reverse Stock Split. Holders of shares of our Common Stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

A U.S. Holder that receives cash in lieu of a fractional share of our Common Stock pursuant to the Reverse Stock Split should recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. Holder’s tax basis in the shares of our Common Stock surrendered that is allocated to such fractional share.share of our Common Stock. Such capital gain or loss should be long termlong-term capital gain or loss if the U.S. Holder’s holding period for our Common Stock surrendered exceeded one year at the Effective Time.  Time of the Reverse Stock Split. Long-term capital gains of non-corporate U.S. Holders are generally subject to preferential tax rates. There are limitations on the deductibility of capital losses under the Code.

A U.S. Holder that(other than corporations and certain other exempt recipients) may be subject to information reporting and backup withholding when such holder receives cash in lieu of a fractional share of our Common Stock pursuant to the Reverse Stock Split. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and who recognizessuch holder does not provide its taxpayer identification number in the manner required or otherwise fails to comply with applicable backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a loss forcredit against the U.S. Holder’s federal income tax purposesliability, if any, provided the required information is timely furnished to the IRS. U.S. Holders should consult with their tax advisors regarding any applicable limitations undertheir qualification for an exemption from backup withholding and the U.S. tax law onprocedures for obtaining such U.S. Holder’s ability to utilize that loss for U.S. federal income tax purposes.  The deductibility of net capital losses by individuals and corporations is subject to limitations. For example, if such a U.S. Holder acquires other shares of our Common Stock within the period beginning 30 days prior to and ending 30 days after the date of such U.S. Holder’s sale of such fractional shares, such taxable loss may be subject to limitation pursuant to Section 1091 of the Code (the so-called “wash sale” rules). an exemption.

The foregoing discussion is for informational purposes only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular stockholder. Nor does this discussion bind the Internal Revenue Service or any court. Moreover, this summary is not a complete analysis of all potential U.S. federal income tax consequences and does not address any non-income, foreign, state or local tax consequences. Accordingly, you are urged to consult your own tax advisors about the application of the U.S. federal income tax laws (including estate and gift tax laws) to your particular situation and applicable non-income, state, local and foreign tax consequences.

No Appraisal Rights

Under the Delaware General Corporation Law, our stockholders are not entitled to dissenter’s rights or appraisal rights with respect to the Reverse Stock Split described in this proposal, if it is implemented, and we will not independently provide our stockholders with any such rights.

No Going Private Transaction

Notwithstanding the change in the number of authorized shares and outstanding shares following the Reverse Stock Split, the Board does not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Interest of Certain Persons in Matters to be Acted Upon

No officer orCertain of our officers and director has any substantialhave an interest direct or indirect, by security holdings or otherwise,in Proposal  2 as a result of their ownership of shares of Common Stock as set forth in the Reverse Stock Split proposalsection entitled “Security Ownership of Certain Beneficial Owners and Management” below. However, we do not believe that is not shared by allour officers or directors have interests in Proposal 2 that are different from or greater than those of our other stockholders.

Vote Required

ToThe affirmative vote of the holders of a majority of the combined voting power of the outstanding shares of Common Stock and Series C Preferred, voting together and counted as a single class, on the Record Date is required to adopt and approve the amendment to our Restated Certificate to effect the Reverse Stock Split,Split. The holders of Common Stock have the right to cast one vote per share of Common Stock on this proposal. The holders of Series C Preferred Stock have the right to cast [_____] votes per share of Series C Preferred Stock, or an aggregate of [_____] votes, on this proposal, provided, that such votes must be counted by the Company in the same proportion as the aggregate shares of Common Stock that are voted on this proposal, without regard to abstentions by holders of Common Stock or broker non-votes. As an example, if 50.5% of the votes cast by holders of Common Stock present, in person or by proxy, and entitled to vote are voted at the Meeting in favor of this proposal, the Company can count 50.5% of the votes cast by the holders of the Series C Preferred as votes in favor of this proposal. Because the voting standard for Proposal 2 is a majority of the sharescombined voting power of Common Stock, voting as a separate class, and holders of a majority of the outstanding shares of Common Stock and Series BC Preferred entitled to vote on the proposal, voting together and counted as a single class, outstandingabstentions and broker non-votes will, in one sense, have the effect of a vote “AGAINST” the proposal. However, if you prefer that the reverse stock split Proposal 2 not be approved, you should cast your vote against the proposal. Since the Series C Preferred has [__________] votes per share on the Record Datereverse stock split Proposal 2 and entitled to votesuch votes must be counted by the Company in the same proportion as the aggregate shares of Common Stock that are voted on the reverse stock split Proposal 2 at the Meeting, must vote “FOR” approval.  Abstentions and broker non-votes with respectthe failure of a share of Common Stock to this proposalbe voted will be counted for purposeseffectively have no impact on the outcome of establishing a quorum and, if a quorum is present,the vote. However, shares of Common Stock voted against Proposal 2 will have the same practical effect as a vote “AGAINST” this proposal. of causing the proportion of Series C Preferred voted against the proposal to increase accordingly and vice versa.

Recommendation of the Board of Directors:Directors

The Board recommends a vote FOR Proposal 3 to grant the Board the discretionary authority to effect a reverse stock split.

PROPOSAL NO. 4
3 - APPROVAL OF AMENDMENTS TO THE 2020 EQUITY INCENTIVE PLAN

Our stockholders are being asked to approve thean amendment to our 2020 Equity Incentive Plan (the “Plan”).  The Board approvedto eliminate the Plan on June 18, 2020, subject to stockholder approval.  A copy of the Plan, as proposed, is attached hereto as Annex C.  The Plan will become effective upon stockholder approval.

Reasons for Seeking Stockholder Approval

Ability to Continue to Grant Equity Awards Under Stockholder Approved Plan.  The Plan is intended as a successor to the Company’s 2009 Equity Incentive Plan (the “Prior Plan” or the “2009 Plan” ), which terminated in February 2019.  The Company is proposing the approval of the Plan in order to provide for a pool of shares to be available to make equity awards to current and future employees, directors and eligible consultants, in order to provide them with equity incentives in amounts that the Company and the Board deem desirable. 

The Board believes that equity-based compensation is an important part of the Company’s compensation program.  Currently, the Company is at a competitive disadvantage in terms of retaining or attracting employees because it currently does not have sufficient authorized shares to provide equity incentives to employees, directors and eligible consultants through the grant of new equity awards.  We rely significantly on equity incentivesrequirement in the form of stock awards to attract and retain key employees, and to attract and retain qualified directors.  The life sciences and pharmaceuticals industries are highly competitive, and our future success is dependent upon our ability to attract and retain employees with the expertise to enable us to achieve our goals.  The Company does not offer retirement plan or deferred compensation plans generally to employees that would require additional cash capital resources to fund.  Without approval of the Plan, we would be materially or completely limited in our ability to use equity as a component of compensation to attract and retain key personnel.  Continuing to operate without an equity incentive plan could make it difficult to attract new employees, as well as retain current employees.  The approval of the Plan will allow us to grant stock options and other awards at levels determined to be appropriate by the Board or other administrator of the Plan in order to help secure and retain the services of current and new employees and eligible consultants, and to provide incentives for such persons to exert efforts for our success.  

Stockholder approval of the Plan is necessary in order for us to meet the stockholder approval requirements of the Nasdaq Stock Market that (with certain exceptions) require stockholder approval of equity plans or other equity compensation arrangements, to grant incentive stock options under the Plan, and to be able to grant options and other awards to directors, employees and qualified consultants.  If the stockholders do not approve the Plan, then the Company will not be able to make new awards under a stockholder-approved plan, which we believe would adversely affect our ability to provide equity-based compensation to help attract new employees and directors, as well as adversely affect our ability to incentivize and retain our existing personnel.

Certain Plan Features.  The Plan includes certain provisions that are designed to protect our stockholders’ interests, including the following:

Minimum Common Stock Price Before Initial Awards May be Made Under the Plan.  The Board believes that there is a current need for a pool of shares to be available under a stockholder-approved plan in order to help secure and retain the services of current and new employees and other eligible Plan participants.  However, the Board recognizes that equity awards dilute existing stockholders.  With the goal that awards under the Plan will be made only after the market price of the Company’s Common Stock significantly increases from its levels as of the date of this Proxy Statement, the Plan includes a provision that no Award may be granted, issued or made under the Planplan until such time as the fair market value of the Common Stock, which is generally the closing sales price of the Common Stock on the principal stock market on which the Common Stock is traded, has been equal to or greater than $3.00 per share (subject to proportionate adjustment for stock splits, reverse stock splits, and similar events) for at least ten consecutive trading days after(such provision sometimes referred to as the “FMV Limitation”), and to approve the plan as amended. We sometimes refer to the current 2020 Equity Incentive Plan, prior to the amendment described in this Proposal 3, as the “Current Plan,” and we refer to the Current Plan as proposed to be amended as the “Plan” or the “2020 Plan.” The Board and the stockholders of the Company approved the Current Plan in 2020. The Board approved the amendment on May 31, 2022, subject to stockholder approval.

A copy of the Plan, as amended, is attached hereto as Annex C. In this Proposal, we are requesting stockholder approval of the amendment to the Plan and the Plan as amended. The amendment to the Plan will become effective upon stockholder approval. The Plan, as amended, contains the following material changes from the Current Plan:

Reasons to Approve the Amendment to the Current Plan

Ability to Attract and Retain Qualified Personnel. The Company believes that approval of this Proposal 3 is critical to its ability to attract and retain highly qualified personnel, remain competitive and implement business strategies designed to increase stockholder value. The Current Plan is a successor to the Company's 2009 Equity Incentive Plan (the "Prior Plan" or the "2009 Plan"), which terminated in February 2019. Notwithstanding approval of the Current Plan in 2020, because of the FMV Limitation the Company has not been able to grant any options or other equity awards under the Current Plan to employees, consultants or directors since February 2019. The Company believes that its inability to grant options or other equity awards under the Current Plan because of the FMV Limitation has impaired and will in the future continue to materially impair its ability to attract highly qualified new employees and directors and its ability to retain employees.

Equity incentives and the ability to grant stock options and make other equity awards to new employees, existing employees, and directors is an important component of overall compensation programs for companies in the life science industry. We believe that approving the proposed amendment and the Plan is necessary to allow us to attract and retain the services of talented individuals that we believe are essential to our long-term growth and financial success. Because of the FMV Limitation, we have been unable to make equity awards (with the limited exception of certain equity awards to new employees in compliance with a limited exception under Nasdaq’s marketplace listing rules) to employees, directors or consultants. The life sciences industry is highly competitive, and our future success is dependent upon our ability to attract and retain employees with the expertise to enable us to achieve our goals. Currently, the Company is at a competitive disadvantage in terms of retaining or attracting employees because it currently does not have an equity incentive plan available to provide equity incentives to employees, directors and eligible consultants through the grant of new equity awards. We rely significantly on equity incentives to attract and retain key employees, and to attract and retain qualified directors, and we believe that such equity incentives are necessary for us to remain competitive in the marketplace for employees. The life sciences and pharmaceuticals industries are highly competitive, and our future success is dependent upon our ability to attract and retain employees with the expertise to enable us to achieve our goals. The Company does not offer retirement plans or deferred compensation plans generally to employees that would require additional cash capital resources to fund. The inability to grant equity awards under the Current Plan to current and new employees because of the FMV Limitation has adversely affected the Company’s ability to retain employees and to attract new highly qualified employees. The Company believes that eliminating the FMV Limitation will help attract and retain the personnel that the Company believes will be needed to strive to increase stockholder value. The approval of the amendment to the Current Plan will allow us to grant stock options and other awards at levels determined appropriate by the Board. We seek to use equity awards to increase incentives on the part of eligible employees, non-employee directors and consultants who provide significant services to the company. We believe that providing an equity stake in the future success of our business encourages our employees to be highly motivated to achieve our long-term business goals and to increase stockholder value. Without approval of the amendments to the Current Plan, we will continue, for an indefinite period of time, Awardsto be materially or completely limited in our ability to use equity as a component of compensation to attract or retain key personnel. Because the FMV Limitation for proportional adjustments to the $3.00 per share price target in connection with certain events such as reverse stock splits, if Proposal 2 is approved and the Reverse Stock Split is effected, the per share dollar price of the FMV Limitation will be proportionately increased and will continue to be a barrier to the Company’s ability to make equity awards to employees, directors and consultants.

Stockholder approval of the amendment and the Plan is necessary in order for us to meet the stockholder approval requirements of The Nasdaq Stock Market that (with certain exceptions) require stockholder approval of equity plans or other equity compensation arrangements, to grant incentive stock options under the Plan, and to be able to grant options and other awards to directors, employees and qualified consultants.

If our stockholders fail to approve this Proposal 3, the Current Plan will continue to be in effect in accordance with its existing terms, including the FMV Limitation, which will continue to prevent the Company from making equity awards under the Current Plan until such time, if any, as the FMV Limitation requirement is satisfied.

New Plan Benefits

The amount, if any, of equity compensation that may be awarded to officers, directors, employees and consultants under the Plan following stockholder approval of this Proposal is determined from time to time by the administrator of the Plan. As of the date of this Proxy Statement, except as described in this paragraph, there has been no determination by the plan administrator with respect to future awards under the Plan. Accordingly, except as described in this paragraph, we cannot currently determine the total amount of benefits or number of shares subject to equity awards that may be granted in the future to executive officers, directors and employees under the Plan. As described elsewhere in this Proxy Statement under our director compensation policy described under “Summary of the Plan -- Automatic Option Grant Program for Non-Employee Directors” and “Executive Compensation – Compensation of Directors,” under the Plan our non-employee directors are eligible to receive annual automatic equity awards, currently a stock option to purchase 50,000 shares of Common Stock when a person first joins the Board, and a stock option each year to purchase 30,000 shares of Common Stock. Accordingly, if the amendment to the Plan described in this Proposal 3 is approved, then on the first business day following the Meeting, we intend to make an option grant to our non-employee directors pursuant to the provisions of the Plan to purchase a total of 30,000 shares of Common Stock.

As of March 31, 2022, 4,786,142 shares were subject to outstanding stock option awards under the Prior Plan with a weighted average exercise price of $4.19 per share and a weighted average remaining life of 3.97 years, and 4,781,209 shares were issuable upon the vesting in the future of outstanding restricted stock units granted under the Prior Plan.

As a result of the FMV Limitation, no Awards have been made under the Current Plan, without regardincluding no Awards during the years ended December 31, 2020 and 2021 or during 2022 before the date of this Proxy Statement, to our named executive officers, all current executive officers as a group, all persons who served as non-employee directors at any subsequent increase or decrease intime during fiscal 2021 as a group (a total of four (4) people) and all current non-executive officer employees and consultants as a group. On June [____], 2022, the fair market value of the Common Stock.

Awards Subject to Forfeiture/clawback.  Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.  In addition, we may impose other clawback, recovery or recoupment provisions in an award agreement, including a reacquisition right in respect of previously acquired shares or other cash or property upon the occurrence of cause.

No Discounted Stock Options or Stock Appreciation Rights.  All stock options and stock appreciation rights granted under the Plan must have an exercise or strikelast reported sales price equal to or greater than the fair market value of our Common Stock on the date the stock option or stock appreciation right is granted.Nasdaq was [$_____].

Material Amendments Require Stockholder Approval.  The Plan requires stockholder approval of certain material amendments tofollowing table sets forth information about awards granted under the Plan during the years ended December 31, 2020 and 2021, to our named executive officers, all current executive officers as described below.a group (five people), all persons who served as non-employee directors at any time during fiscal 2020 or 2021, as a group, and all current non-executive officer employees as a group.