| Delaware | | | 2834 | | | 98-0443284 | |
| (State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification No.) | |
| Robert A. Petitt, Esq. Burns & Levinson LLP 125 High Street Boston, MA 02110 (617) 345-3000 | | | Michael Nertney, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 (212) 370-1300 | |
| Large Accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | | | Smaller reporting company ☒ Emerging growth company ☐ | |
| | | Per Share and Warrant | | | Total | | ||||||
Public offering price | | | | $ | | | | | $ | | | ||
Underwriter discounts and commissions(3) | | | | $ | | | | | $ | | | ||
Proceeds, before expenses, to us | | | | $ | | | | | $ | | | |
| | | | | i | | | |
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| | | | | 17 | | | |
| | | | | 19 | | | |
| | | | | 52 | | | |
| | | | | 53 | | | |
| | | | | 53 | | | |
| | | | | 54 | | | |
| DILUTION | | | | | 55 | | |
| | | | | 57 | | | |
| UNDERWRITING | | | | | | | |
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| EXPERTS | | | | | | | |
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| Assumed public offering price per share of common stock and warrant | | | | | | | | $ | 0.4462 | | | Assumed public offering price per share of common stock and warrants | | | | | | | | $ | 0.2656 | | | ||||
| Net tangible book value per share as of March 31, 2022 | | | $ | 0.0379 | | | | | | | | Net tangible book value per share as of March 31, 2022 | | | $ | 0.0379 | | | | | | | | ||||
| Increase in net tangible book value per share after giving effect to this offering | | | $ | 0.2418 | | | | | | | | Increase in net tangible book value per share after giving effect to this offering | | | $ | 0.1188 | | | | | | | | ||||
| As adjusted net tangible book value per share after giving effect to this offering | | | | | | | | $ | 0.2797 | | | As adjusted net tangible book value per share after giving effect to this offering | | | | | | | | $ | 0.1567 | | | ||||
| Dilution per share to new investors | | | | | | | | $ | 0.1665 | | | Dilution per share to new investors | | | | | | | | $ | 0.1089 | | |
Underwriters | | | Number of Shares of Common Stock (or Common Stock underlying Series E Preferred Stock) | | | Number of Warrants | |
Ladenburg Thalmann & Co. Inc. | | | | | | | |
Total | | | | | | | |
| | | Per Share and Warrant(1) | | | Total Without Over-Allotment | | | Total With Full Over-Allotment | | |||
Public offering price | | | | $ | | | | | | | | | |
Underwriting discounts and commissions to be paid to underwriters by us(2)(3) | | | | $ | | | | | | | | | |
Proceeds, before expenses, to us | | | | $ | | | | | | | | |
| Securities and Exchange Commission registration fee | | | | $ | 1,483.20 | | |
| FINRA Filing Fee | | | | | 2,900 | | |
| Legal fees and expenses | | | | | 75,000 | | |
| Accounting fees and expenses | | | | | 60,000 | | |
| Transfer agent fees and expenses | | | | | 3,000 | | |
| Printing expenses | | | | | 15,000 | | |
| Miscellaneous | | | | | 105,000 | | |
| Total | | | | $ | 262,383.20 | | |
| Signature | | | Title | | | Date | |
| /s/ Brian M. Strem, Ph.D. Brian M. Strem, Ph.D. | | | President, Chief Executive Officer and Director (principal executive officer and principal financial and accounting officer) | | | July | |
| * Paul Chaney | | | Chairman | | | July | |
| * Kenneth Gayron | | | Director | | | July | |
| * Praveen Tyle | | | Director | | | July | |
| * David Hollander | | | Director | | | July | |
| * Aron Shapiro | | | Director | | | July | |
| * Erin Parsons | | | Director | | | July | |
| *By: /s/ Brian M. Strem, Ph.D. Brian M. Strem, Ph.D. Attorney-in-Fact | | | | | |