March 11, 2024
| Delaware | | | 85-0598378 | |
| (State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification No.) | |
Lake Forest, Illinois 60045
(224) 419-7106
Daniel A. Peisert
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| Large accelerated filer ☐ | | Accelerated filer ☒ | ||
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Non-accelerated filer ☐ | | Smaller reporting company ☐ | |||
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| Emerging growth company ☐ |
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered(1) | Amount to be registered(2) | Proposed maximum offering price per unit(3) | Proposed maximum aggregate offering price(3) | Amount of registration fee |
Common stock, $0.0001 per share | – | – | – | – |
Preferred stock, $0.0001 per share | – | – | – | – |
Debt Securities | – | – | – | – |
Warrants | – | – | – | – |
Units | – | – | – | – |
Total | – | – | $100,000,000 | $10,910.00(4) |
EXPLANATORY NOTE
This registration statement contains the following documents:
The base prospectus immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus will be specified in a prospectus supplement to the base prospectus. The Sales Agreement prospectus supplement immediately follows the base prospectus. The $25,000,000 of shares of common stock that may be offered, issued and sold under the sales agreement prospectus supplement is included in the $100,000,000 of securities that may be offered, issued and sold by the Registrant under the base prospectus.
Upon termination of the Sales Agreement, any portion of the $25,000,000 included in the Sales Agreement prospectus supplement that is not sold pursuant to the Sales Agreement will be available for sale in other offerings pursuant to the base prospectus, and if no shares of common stock are sold under the Sales Agreement, the full $100,000,000 of securities may be sold in other offerings pursuant to the base prospectus and a corresponding prospectus supplement.
March 11, 2024
ASSERTIO HOLDINGS, INC.
150,000,000
$0.9117.
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securities.
• our ability to grow sales of ROLVEDON and the commercial success and market acceptance of ROLVEDON and our other products, including the coverage of our products by payors and pharmacy benefit managers; • our ability to successfully develop and execute our sales, marketing and promotion strategies using our sales force and non-personal promotion model capabilities, including developing and maintaining relationships with customers, physicians, payors |
This prospectus also contains estimates and other statistical data providedconstituencies;
These risks and uncertainties are not the only ones facing us.or incorporated by reference into any accompanying prospectus supplement before investing in any of our securities. Our business, financial condition, or results of operations, cash flows or prospects could be materially and adversely affected by any of these risks. The trading price of our Common Stock could decline due to any of these risks and uncertainties described in the documents incorporated by reference herein are not the only risks and uncertainties that you may lose all or part of your investment. This prospectusface.
Risks Related to Our Business Operations
Our corporate restructuring and the associated headcount reduction may not result in anticipated savings, could result in total costs and expenses that are greater than expected and could disrupt our business, and we may experience difficulties in managing our current and any future restructurings.
On December 14, 2020, our Board of Directors approved a restructuring of our workforce, including the layoff of 107 full-time employees. In addition, the restructuring included the departure of four executives. The restructuring is intended to reduce our operating costs.
The restructuring has resulted in the loss of institutional knowledge and expertise, as well as the reallocation and combination of certain roles and responsibilities across the Company, all of which could adversely affect our operations. Such effects from our restructuring program could have a material adverse effect on our ability to execute on our business plan. There can be no assurance that we will be successful in implementing our restructuring program. We may not realize, in full or in part, the anticipated benefits, savings and improvements in our cost structure from our restructuring efforts due to unforeseen difficulties, delays or unexpected costs. If we are unable to realize the expected operational efficiencies and cost savings from the restructuring, our operating results and financial condition would be adversely affected. Furthermore, we may incur unanticipated charges or make cash payments as a result of our restructuring initiative that were not previously contemplated which could result in an adverse effect on our business or results of operations. Our restructuring plan may also be disruptive to our operations. For example, our headcount reductions could yield unanticipated consequences, such as increased difficulties in implementing our business strategy, including retention of our remaining employees. Future growth would impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate additional employees. Due to our limited resources, we may not be able to effectively manage our operations or recruit and retain qualified personnel, which may result in weaknesses in our infrastructure and operations, risks that we may not be able to comply with legal and regulatory requirements, and loss of employees and reduced productivity among remaining employees. For example, the workforce reduction may negatively impact our technical operations and commercial functions, which would have a negative impact on our ability to commercialize our products. Our future financial performance will depend, in part, on our ability to effectively manage any future growth or restructuring, as the case may be.
Unless otherwise specified in the related prospectus supplement, all securities we offer, other than common stock, will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. Any common stock sold pursuant to a prospectus supplement will be listed for trading on the Nasdaq Stock Market or other principal market for our common stock. We may apply to list any series of debt securities, preferred stock or warrants on an exchange, but we are not obligated to do so. Therefore, there may not be liquidity or a trading market for any series of securities.
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Without the consent of each holder affected, we and the trustee may not:
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The consolidated financial statements of Zyla Life Sciences, at December 31, 2019 and 2018, and for the period February 1, 2019 through December 31, 2019 (Successor), the period January 1, 2019 through January 31, 2019 (Predecessor) and the year ended December 31, 2018 (Predecessor), appearing in the Joint Proxy Statement/Prospectus, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about Zyla Life Sciences' ability to continue as a going concern as described in Note 1 to the financial statements) thereon, incorporated herein by reference. Such consolidated financial statements have been incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
150,000,000
2021
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, dated January 22, 2021
PROSPECTUS SUPPLEMENT
Up to $25,000,000
Common Stock
ASSERTIO HOLDINGS, INC.
This prospectus supplement and the accompanying prospectus relate to the issuance and sale of up to $25,000,000 of shares of our common stock, par value $0.0001 per share (the “common stock”), from time to time through our sales agent, Roth Capital Partners, LLC (the “Sales Agent”). These sales, if any, will be made pursuant to the terms of the At The Market Offering Agreement to be entered into by and between the Company and the Sales Agent (the “Sales Agreement”).
Our Common Stock is currently quoted on the Nasdaq Stock Market under the symbol “ASRT”. On January 21, 2021 the last reported sale price per share of our Common Stock on the Nasdaq Stock Market was $0.78.
Sales of shares of our common stock under this prospectus supplement, if any, may be made by any method deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Sales Agent is not required to sell any specific number or dollar amount of securities. Instead, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the Sales Agent and the Company. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The Sales Agent will be entitled to compensation under the terms of the Sales Agreement at a commission rate equal to 3.0% of the gross sales price from sales of shares under this offering. We will use the net proceeds from any sales under this prospectus supplement as described under “Use of Proceeds.” The amount of proceeds we receive from sales of our common stock, if any, will depend on the number of shares actually sold and the offering price of such shares.
In connection with the sale of common stock on our behalf, the Sales Agent will be deemed to be an underwriter within the meaning of the Securities Act, and its compensation as the sales agent will be deemed to be underwriting commissions or discounts. We will provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act.
INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” IN THIS PROSPECTUS, AND UNDER SIMILAR HEADINGS IN THE DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Roth Capital Partners
The date of this prospectus supplement is , 2021
Prospectus Supplement
Neither we nor any broker-dealer or salesperson has authorized anyone to provide you with information in addition to or different from that contained in or incorporated by reference into this prospectus or any accompanying prospectus supplement. We take no responsibility for, and can provide no assurances as to the reliability of, any information not contained in or incorporated by reference into this prospectus or any accompanying prospectus supplement. This prospectus supplement does not constitute an offer to sell or the solicitation of an offer to buy securities, nor do this prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation. The information contained in this prospectus supplement speaks only as of the date set forth on the cover page and you should assume that such information may not reflect subsequent changes in our business, financial condition, results of operations and prospects, even though this prospectus supplement and the prospectus is delivered, or securities are sold, on a later date.
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement relates to the offering of our common stock. Before buying any of the common stock that we are offering, we urge you to carefully read this prospectus supplement, together with the information incorporated by reference as described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” in the accompanying prospectus, and any free writing prospectus that we have authorized for use in connection with this offering. These documents contain important information that you should consider when making your investment decision.
This prospectus supplement describes the terms of this offering of shares of our common stock and also adds to and updates information contained in the documents incorporated by reference into this prospectus supplement. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in any document incorporated by reference into this prospectus supplement that was filed with the U.S. Securities and Exchange Commission (“SEC”), before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference into this prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement.
The following summary contains basic information about our common stock and the offering and is not intended to be complete. It does not contain all of the information that may be important to you. For a more complete understanding of our common stock, you should read the section of the accompanying prospectus entitled “Description of Capital Stock.”
The number of shares of our common stock outstanding after this offering as shown above (i) is based on 107,174,781 shares outstanding as of September 30, 2020, (ii) includes 6,084,941 shares issued subsequent to September 30, 2020 in connection with the exercise of warrants outstanding as of September 30, 2020, which we assumed from Zyla in the Merger, and (iii) excludes:
Investing in our securities involves risks. Before making an investment decision, you should carefully consider the risk factor below, and the risks and other information we include or incorporate by reference in this prospectus supplement, the accompanying prospectus and in any free writing prospectus that we have authorized for use in connection with this offering. In particular, you should consider the risk factors described under the heading “Risk Factors” in our joint proxy statement/prospectus on Form S-4 filed with the SEC on April 20, 2020, our most recent Annual Report on Form 10-K and recent Quarterly Reports on Form 10-Q. All of these “Risk Factors” are incorporated by reference herein in their entirety.
These risks and uncertainties are not the only ones facing us. Our business, financial condition, results of operations or prospects could be materially adversely affected by any of these risks. The trading price of our Common Stock could decline due to any of these risks, and you may lose all or part of your investment. This prospectus and the incorporated documents also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned in this prospectus.
Risks Relating to this Offering
If you purchase shares of our common stock sold in this offering, you may experience immediate and substantial dilution in the net tangible book value of your shares. In addition, we may issue additional equity or convertible debt securities in the future, which may result in additional dilution to you.
The price per share of common stock being offered may be higher than the net tangible book value per share of our outstanding shares prior to this offering. Assuming that an aggregate of 32,051,282 shares are sold at a price of $0.78 per share, the last reported sale price of our shares of common stock on the Nasdaq Stock Market on January 21, 2021, for aggregate gross proceeds of approximately $25 million, and after deducting commissions and estimated offering expenses payable by us, new investors in this offering would incur immediate dilution of $1.61 per share. For a more detailed discussion of the foregoing, see the section entitled “Dilution” below. To the extent outstanding stock options or warrants are exercised, there would be further dilution to new investors. In addition, to the extent we need to raise additional capital in the future and we issue additional shares of common stock or securities convertible or exchangeable for shares of our common stock, our then existing shareholders may experience dilution and the new securities may have rights senior to those shares of our common stock offered in this offering.
We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.
Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment. We expect to use the net proceeds from this offering primarily for working capital and other general corporate purposes. The failure by our management to apply these funds effectively could harm our business. If we do not invest or apply the net proceeds from this offering in ways that enhance shareholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.
The actual number of shares of common stock we will issue under the Sales Agreement, at any one time or in total, is uncertain.
Subject to certain limitations to be included in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the Sales Agent at any time throughout the term of the Sales Agreement. The number of shares of common stock that are sold by the Sales Agent after delivering a placement notice will fluctuate based on the market price of our common stock during the sales period and limits we set with the Sales Agent. Because the price per share of each share of common stock sold will fluctuate based on the market price of our shares of common stock during the sales period, it is not possible at this stage to predict the number of shares of common stock that will be ultimately issued.
The shares of common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices.
Investors who purchase shares of our common stock in this offering at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. Investors may experience a decline in the value of their shares as a result of sales made at prices lower than the prices they paid.
The amount of proceeds we receive from this offering will depend upon the number of shares of our common stock sold and the market price at which they are sold. There can be no assurance that we will be able to sell any shares under or fully utilize the Sales Agreement with the Sales Agent.
We intend to use the net proceeds from this offering for general corporate purposes, which include, but are not limited to, funding our future development of drugs, and for general and administrative expenses. We may also use a portion of the net proceeds to pay off outstanding indebtedness, if any, and/or acquire or invest in complementary businesses, products and technologies. Further, from time to time, we may evaluate acquisition opportunities and engage in related discussions with other companies. Pending the use of the net proceeds, we intend to invest the net proceeds in short-term, interest-bearing, investment-grade securities.
If you purchase shares in this offering, your ownership interest will be diluted to the extent of the difference between the public offering price per share and the as-adjusted net tangible book value per share after this offering. The net tangible book value of our common stock on September 30, 2020 was approximately $(139.7) million, or approximately $(1.30) per share of common stock based on approximately 107,174,781 shares outstanding. We calculate net tangible book value per share by dividing the net tangible book value, which is tangible assets less total liabilities, by the number of outstanding shares of our common stock.
After giving effect to the sale of the common stock pursuant to this prospectus supplement in the aggregate amount of approximately $25 million, assuming the sale of all of the shares offered hereunder at an assumed offering price of $0.78 per share, the last reported sale price of our common stock on the Nasdaq Stock Market on January 21, 2021, and after deducting commissions and estimated aggregate offering expenses payable by us, our net tangible book value as of September 30, 2020 would have been approximately $(115.6) million, or $(0.83) per share of common stock. This represents an immediate increase in net tangible book value of $0.47 per share to our existing stockholders and an immediate dilution in net tangible book value of $1.61 per share to new investors. The following table illustrates this per share dilution:
Assumed public offering price per share | $ | 0.78 | ||||||
Net tangible book value per share as of September 30, 2020 | $ | (1.30 | ) | |||||
Increase in net tangible book value per share attributable to this offering | 0.47 | |||||||
As-adjusted net tangible book value per share after this offering | (0.83 | ) | ||||||
Dilution per share to new investors purchasing in this offering | $ | 1.61 |
The number of shares of our common stock outstanding after this offering as shown above (i) is based on 107,174,781 shares outstanding as of September 30, 2020 and (ii) excludes:
We intend to enter into the Sales Agreement with Roth Capital. Under the terms of the Sales Agreement, we may offer and sell up to $25 million of shares of our common stock from time to time through the Sales Agent. Sales of shares of our common stock, if any, under this prospectus supplement may be made in negotiated transactions or transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act.
We will pay the Sales Agent commissions for its services in acting as agent in the sale of our common stock at a commission rate equal to 3.0% of the gross sales price from sales of shares under this offering. The Sales Agent may effect sales to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the Sales Agent and/or purchasers of shares of common stock for whom it may act as agent or to whom it may sell as principal. We estimate that the total expenses for the offering, excluding compensation and reimbursements payable to the Sales Agent under the Sales Agreement, will be approximately $150,000. We have also agreed to reimburse the Sales Agent for the reasonable fees and expenses of its counsel in an amount not to exceed $40,000.
Each time we wish to issue and sell our shares of common stock under the Sales Agreement, we will notify the Sales Agent of the number of shares to be issued, the dates on which such sales are anticipated to be made, any limitation on the number of shares to be sold in any one day and any minimum price below which sales may not be made. Once we have so instructed Sales Agent, unless the Sales Agent declines to accept the terms of such notice, the Sales Agent has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations of the Sales Agent under the Sales Agreement to sell our shares of common stock are subject to a number of conditions that we must meet.
Settlement for sales of common stock will occur on the second business day following the date on which any sales are made, or on some other date that is agreed upon by us and the Sales Agent in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
In connection with the sale of the common stock on our behalf, the Sales Agent will be deemed to be an underwriter within the meaning of the Securities Act, and its compensation as sales agent will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Sales Agent against certain civil liabilities, including liabilities under the Securities Act.
The offering pursuant to the Sales Agreement will terminate upon the earlier of (1) December 31, 2022, (2) the issuance and sale of all shares of our common stock subject to the Sales Agreement; and (3) the termination of the Sales Agreement as permitted therein. We and the Sales Agent may each terminate the Sales Agreement at any time upon ten trading days’ prior notice.
The prospectus in electronic format may be made available on websites maintained by the Sales Agent.
The Sales Agent and its affiliates may in the future provide various investment banking and other financial services for us and our affiliates, for which services it may in the future receive customary fees.
To the extent required by Regulation M, the Sales Agent will not engage in any market making activities involving our common stock while the offering is ongoing under this prospectus supplement.
This summary of the material provisions of the Sales Agreement does not purport to be a complete statement of its terms and conditions. A copy of the Sales Agreement will be filed as an exhibit to a Current Report on Form 8-K filed with the SEC and is incorporated by reference in this prospectus.
The consolidated financial statements of Assertio Therapeutics, Inc. (the Company) at December 31, 2019 and 2018 and for each of the three years in the period ended December 31, 2019, appearing in Assertio Therapeutics, Inc.'s Annual Report (Form 10-K) for the year ended December 31, 2019, and the effectiveness of the Company's internal control over financial reporting as of December 31, 2019 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Zyla Life Sciences, at December 31, 2019 and 2018, and for the period February 1, 2019 through December 31, 2019 (Successor), the period January 1, 2019 through January 31, 2019 (Predecessor) and the year ended December 31, 2018 (Predecessor), appearing in the Joint Proxy Statement/Prospectus, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about Zyla Life Sciences' ability to continue as a going concern as described in Note 1 to the financial statements) thereon, incorporated herein by reference. Such consolidated financial statements have been incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
Certain legal matters relating to the validity of the securities offered by this prospectus will be passed upon for us by Gibson, Dunn & Crutcher LLP, San Francisco, California.
S-7
Up to $25,000,000
Common Stock
ASSERTIO HOLDINGS, INC.
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, 2021
PART II
Registration Fee—Securities and Exchange Commission | $ | 10,910 | ||
FINRA Filing Fee | $ | 15,500 | ||
Accountants Fees and Expenses | $ | (1) | ||
Legal Fees and Expenses | $ | (1) | ||
Transfer Agent Fees and Expenses | $ | (1) | ||
Trustee’s and depository’s fees and expenses | $ | (1) | ||
Miscellaneous | $ | (1) | ||
Total | $ | (1) |
| Registration Fee – Securities and Exchange Commission | | | | $ | 17,311.52 | | |
| FINRA Filing Fee | | | | $ | 23,000 | | |
| Printing Fees and Expenses | | | | $ | (1) | | |
| Accountants Fees and Expenses | | | | $ | (1) | | |
| Legal Fees and Expenses | | | | $ | (1) | | |
| Transfer Agent Fees and Expenses | | | | $ | (1) | | |
| Trustee’s and depository’s fees and expenses | | | | $ | (1) | | |
| Miscellaneous | | | | $ | (1) | | |
| Total | | | | $ | (1) | | |
II-1
II-2
| Exhibit No. | | | Description | | | Form | | | Date | |
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| 1.1 | | | Form of Underwriting Agreement | | | * | | |||
| * | ||||||||||
| 3.1 | | | ||||||||
| | Form 8-K12B | | | May 19, 2020 | | |||||
| 3.2 | | | | | Form 8-K | | | May 17, 2021 | | |
3.3 | | | | | Form | | August 9, 2023 | | |||
| 4.1 | | | ||||||||
| | Filed herewith | | | | | |||||
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4.2 | | | Form of Debt Security | | | * | | | * | ||
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| 4.3 | | | Form of Preferred Stock Certificate | | | * | | | * | |
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| 4.4 | | | Form of Certificate of Designations | | | * | | | * | |
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| 4.5 | | | Form of Warrant Agreement | | | * | | | * | |
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| 4.6 | | | Form of Warrant Certificate | | | * | | | * | |
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| 4.7 | | | Form of Unit Agreement | | | * | | | * | |
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5.1 | | | | | Filed herewith | | | | | ||
| 23.1 | | | ||||||||
| | Filed herewith | | | | | |||||
| 23.2 | | | ||||||||
| | Filed as part of Exhibit 5.1 to this Registration Statement on Form S-3 | | | | | |||||
| 24.1 | | | ||||||||
| | Included on the signature page in Part II of this Registration Statement on Form S-3 | | | | | |||||
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25.1 | | | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended | | | ** | | | ** | ||
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| 107 | | | | | Filed herewith | | | | |
II-3
1933, as amended (“Securities Act”);
statement; and
statement;
thereof;
offering;
II-4
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are
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purchaser;
thereof;
(8) Insofar as indemnification for liabilities arising under the Securities Act as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersignedissue;
(9)
II-5
March 11, 2024.
| Signature | | | Office(s) | | | Date | |
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| /s/ Heather L. Mason | | | Director | ||||
Officer | ||||||||
| | | March 11, 2024 | | ||||
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/s/ Ajay Patel Ajay Patel | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | March 11, 2024 | | |||
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/s/ Peter D. Staple | ||||||||
Peter D. Staple | | | Director, Chairman of the Board of Directors | | | March 11, 2024 | | |
| /s/ Sravan Emany Sravan Emany | | | Director | | | March 11, 2024 | |
| /s/ William T. McKee William T. McKee | | | Director | | March 11, 2024 | | |
/s/ James L. Tyree James L. Tyree | | | Director | | March 11, 2024 | | ||
/s/ Jeffrey Vacirca, MD, FACP | | | Director | | ||||
March 11, 2024 | |