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If any of the following risks occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected.
+Added: Our business is subject to a number of risks of which you should be aware before making an investment decision.
+Added: These risks include the following:
+Added: ● We are a clinical-stage company and have a limited operating history, which may make it difficult to evaluate our current business and predict our future performance.
+Added: ● We have incurred significant net losses in each period since our inception and anticipate that we will continue to incur net losses for the foreseeable future and may never achieve or maintain profitability.
+Added: ● Our limited operating history may make it difficult for you to evaluate the success of our business to date and to assess our future viability.
+Added: ● We may need substantial additional funding.
+Added: If we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our product development programs or commercialization efforts.
+Added: ● Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.
+Added: ● We are reliant on the success of our lead product candidate, ibezapolstat, which we are developing for the treatment of CDI.
+Added: If we are unable to commercialize ibezapolstat, or experience significant delays in doing so, our business will be materially harmed.
+Added: ● If serious adverse or inappropriate side effects are identified during the development of ibezapolstat or any other product candidate, we may need to abandon or limit our development of that product candidate.
+Added: ● Ibezapolstat or our other product candidates may never achieve sufficient market acceptance even if we obtain regulatory approval.
+Added: ● We are exposed to product liability, and non-clinical and clinical liability risks which could place a substantial financial burden upon us, should lawsuits be filed against us.
+Added: ● Our current and future operations substantially depend on our management team and our ability to hire other key personnel, the loss of any of whom could disrupt our business operations.
+Added: ● Our failure to complete or meet key milestones relating to the development of our technologies and proposed products and formulations would significantly impair our financial condition.
+Added: ● We will compete with larger and better capitalized companies, and competitors in the drug development or pharmaceutical industries may develop competing products which outperform or supplant our proposed products.
+Added: ● The outbreak of the novel coronavirus disease, COVID-19, could adversely impact our business, including our preclinical studies and clinical trials.
+Added: ● Because results of preclinical studies and early clinical trials are not necessarily predictive of future results, any product candidate we advance may not have favorable results in later clinical trials or receive regulatory approval.
+Added: Moreover, interim, “top-line,” and preliminary data from our clinical trials that we announce or publish may change, or the perceived product profile may be negatively impacted, as more patient data or additional endpoints (including efficacy and safety) are analyzed.
+Added: ● If clinical trials of our lead product candidate fail to demonstrate safety and efficacy to the satisfaction of the FDA, or the EMA, or do not otherwise produce favorable results, we may incur additional costs or experience delays in completing, or ultimately be unable to complete the development and commercialization of ibezapolstat or any other product candidate.
+Added: ● If we experience any of a number of possible unforeseen events in connection with our clinical trials, potential marketing approval or commercialization of our product candidates could be delayed or prevented.
+Added: ● Our failure to obtain costly government approvals, including required FDA approvals, or to comply with ongoing governmental regulations relating to our proposed products and formulations could delay or limit introduction of our proposed formulations and products and result in failure to achieve revenues or maintain our ongoing business.
+Added: ● Our results of operations may be adversely affected by current and potential future healthcare legislative and regulatory actions.
+Added: ● If we are unable to establish sales and marketing capabilities or enter into agreements with third parties to market and sell our product candidates, we may not be successful in commercializing ibezapolstat or any other product candidate if and when such product candidates are approved.
+Added: ● We contract with third parties for the manufacture of our product candidates for preclinical studies and our ongoing clinical trials, and expect to continue to do so for additional clinical trials and ultimately for commercialization.
+Added: This reliance on third parties increases the risk that we will not have sufficient quantities of our product candidates or drugs or such quantities at an acceptable cost, which could delay, prevent or impair our development or commercialization efforts.
+Added: ● If ultimate users of our product candidates are unable to obtain adequate reimbursement from third- party payers, or if new restrictive legislation is adopted, market acceptance of our proposed products may be limited and we may not achieve material revenues.
+Added: ● We may be involved in lawsuits to protect or enforce our patents.
+Added: ● Intellectual property litigation could cause us to spend substantial resources and distract our personnel from their normal responsibilities.
+Added: ● Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.
+Added: ● The price of our stock may be volatile, and you could lose all or part of your investment.
+Added: ● Our largest stockholders will exercise significant influence over our company for the foreseeable future, including the outcome of matters requiring stockholder approval.
+Added: ● Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
+Added: ● There may be limitations on the effectiveness of our internal controls, and a failure of our control systems to prevent error or fraud may materially harm us.
Risks Related to Our Business
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If we do not address these risks successfully, our business will suffer.
−Removed: We previously identified a material weakness in our internal control over financial reporting, and if we are unable to achieve and maintain effective internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected.
−Removed: Prior to our IPO in June 2021, we were a private company with limited accounting and finance personnel, adequate review processes and other resources with which to address our internal controls and procedures.
−Removed: Based on the evaluation of our internal controls, we concluded that our disclosure controls and procedures were not effective as of June 30, 2022 as a result of a material weakness in our internal control over financial reporting due to inadequate segregation of duties resulting from the size of our company and our limited personnel.
−Removed: A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: To remediate the material weakness due to the inadequate segregation of duties, our management (i) engaged a third-party specialist to review our current internal controls and to recommend design improvements given the limited number of employees and (ii) hired a controller to remediate the segregation of duties issue, who commenced employment in April 2022 and (iii) implemented a quarterly financial statement close process that includes formal reviews of financial statement account balances and journal entries.
−Removed: Accordingly, management believes it has remediated the material weakness related to inadequate segregation of duties.
−Removed: We can give no assurance that additional material weaknesses in our internal control over financial reporting will not be identified in the future.
−Removed: Our failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements and cause us to fail to meet our reporting obligations.
We have incurred significant net losses in each period since our inception and anticipate that we will continue to incur net losses in for the foreseeable future and may never achieve or maintain profitability .
−Removed: We are not profitable and have incurred significant losses in each period since our inception, including net losses of $8.8 million for the nine months ended September 30, 2022, $12.7 million for the year ended December 31, 2021, and $4.6 million for the year ended December 31, 2020.
+Added: We are not profitable and have incurred significant losses in each period since our inception, including net losses of $2.9 million for the three months ended March 31, 2023, $12.1 million for the year ended December 31, 2022.
We have not commercialized any products and have never generated any revenue from product sales.
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A decline in the value of our company could also cause you to lose all or part of your investment.
−Removed: Our limited operating history may make it difficult for you to evaluate the success of our business to date and to assess our future viability.
−Removed: We are a clinical-stage biopharmaceutical company.
−Removed: Biopharmaceutical drug development is a highly speculative undertaking and involves a substantial degree of risk.
−Removed: We were formed in July 2017, and our operations to date have been limited to securing our initial product candidate, generating a second product candidate in-house, conducting clinical and regulatory development for our lead program and raising capital.
−Removed: We have not yet demonstrated our ability to successfully obtain marketing approvals, manufacture a commercial scale product or arrange for a third party to do so on our behalf, or conduct sales and marketing activities necessary for successful product commercialization.
−Removed: Typically, it takes several years to develop one new drug from the time it is discovered to when it is available for treating patients.
−Removed: In addition, as a new business, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors.
−Removed: We will need to transition from a company with a research focus to a company capable of supporting commercial activities.
−Removed: We may not be successful in such a transition.
+Added: Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.
+Added: Our independent registered public accounting firm noted in its report accompanying our financial statements for the period ended December 31, 2022 that we had suffered significant accumulated deficit and had negative operating cash flows and that the development and commercialization of our product candidates are expected to require substantial expenditures.
+Added: We have not yet generated any revenue from our operations to fund our activities, and are therefore dependent upon external sources for financing our operations.
+Added: There can be no assurance that we will succeed in obtaining the necessary financing to continue our operations.
+Added: As a result, our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.
+Added: The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
+Added: If we cannot successfully continue as a going concern, our stockholders may lose their entire investment in our common stock.
We may need substantial additional funding.
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We expect our expenses to increase in connection with our ongoing activities, particularly as we continue research and development and initiate additional clinical trials of our product candidates and seek regulatory approval for these and potentially other product candidates.
−Removed: In addition, if we obtain regulatory approval for any of our product candidates, we expect to incur significant
−Removed: commercialization expenses related to product manufacturing, marketing, sales and distribution.
+Added: In addition, if we obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution.
In particular, the costs that may be required for the manufacture of any product candidate that receives marketing approval may be substantial.
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If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce or eliminate our research and development programs or any future commercialization efforts.
+Added: As of March 31, 2023, we had approximately $7.2 million in cash.
In June 2021, we completed the IPO for net cash proceeds of $14.8 million after deducting underwriting discounts and commissions and offering expenses.
−Removed: In July 2022, we completed a registered direct offering and concurrent private placement for net cash proceeds of approximately $3.7 million.
−Removed: As of September 30, 2022, we had approximately $10.6 million in cash.
−Removed: We believe that, based upon our current estimates, our existing capital resources will be sufficient to fund our anticipated operations for at least 12 months from the issuance of our financial statements for the period ended September 30, 2022.
+Added: In July 2022, we completed a registered direct offering and concurrent private placement for net cash proceeds of $3.7 million after deducting placement agent fees and offering expenses.
+Added: We believe that, based upon our current operating plan, our existing capital resources will not be sufficient to fund our anticipated operations for at least 12 months from the issuance of our financial statements for the period ended March 31, 2023.
Our future capital requirements and the period for which we expect our existing resources to support our operations may vary significantly from what we expect.
−Removed: Our monthly spending levels vary based on new and ongoing research and development and other corporate activities.
+Added: Our monthly spending levels vary based on new and ongoing research and development and other
+Added: corporate activities.
Because the length of time and activities associated with successful research and development of our product candidates is highly uncertain, we are unable to estimate the actual funds we will require for development and any approved marketing and commercialization activities.
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If we raise additional funds through strategic partnerships and alliances and licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies or product candidates, or grant licenses on terms unfavorable to us.
−Removed: If we are unable to raise additional capital through equity or debt financings when needed (including if we are unable to do so as a result of the COVID-19 pandemic), we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts, or grant rights to develop and market product candidates that we would otherwise develop and market ourselves.
+Added: If we are unable to raise additional capital through equity or debt
+Added: financings when needed (including if we are unable to do so as a result of the COVID-19 pandemic), we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts, or grant rights to develop and market product candidates that we would otherwise develop and market ourselves.
We are reliant on the success of our lead product candidate, ibezapolstat, which we are developing for the treatment of CDI.
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If ibezapolstat or any of our other future product candidates receive marketing approval, such products may nonetheless fail to gain sufficient market acceptance by physicians, patients, third-party payors and others in the medical community.
−Removed: If these products do not achieve an adequate level of acceptance, we may not generate significant product revenues or revenue from collaboration agreements or any profits from operations.
+Added: If these products do not achieve an adequate level of acceptance, we may not generate significant product revenues or revenue from collaboration
+Added: agreements or any profits from operations.
The degree of market acceptance of our product candidates, if approved for commercial sale, will depend on a number of factors, including:
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These competitors also compete with us in recruiting and retaining qualified scientific advisors and consultants as well as management personnel and establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our programs.
−Removed: Other small or early stage companies may also prove to be significant competitors,
−Removed: particularly through collaborative arrangements with large and established companies.
+Added: Other small or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies.
We may be unable to respond to competitive forces presently in the marketplace which would severely impact our business.
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Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval of their product candidates.
−Removed: Once a product candidate has displayed sufficient preclinical data to warrant clinical investigation, we will be required to demonstrate through adequate and well-controlled clinical trials that our product candidates are
−Removed: effective with a favorable benefit-risk profile for use in populations for their target indications before we can seek regulatory approvals for their commercial sale.
+Added: Once a product candidate has displayed sufficient preclinical data to warrant clinical investigation, we will be required to demonstrate through adequate and well-controlled clinical trials that our product candidates are effective with a favorable benefit-risk profile for use in populations for their target indications before we can seek regulatory approvals for their commercial sale.
Many drug candidates fail in the early stages of clinical development for safety and tolerability issues or for insufficient clinical activity, despite promising pre-clinical results.
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Individually reported outcomes of patients treated in clinical trials may not be representative of the entire population of treated patients in such studies.
−Removed: In addition, larger scale Phase 3 studies, which are often conducted internationally, are inherently subject to increased operational risks compared to earlier stage studies, including the risk that the results could vary on a region to region or country to country basis, which could materially adversely affect the outcome of the study or the opinion of the validity of the study results by applicable regulatory agencies.
+Added: In addition, larger scale Phase 3 studies, which are often conducted internationally, are inherently
+Added: subject to increased operational risks compared to earlier stage studies, including the risk that the results could vary on a region to region or country to country basis, which could materially adversely affect the outcome of the study or the opinion of the validity of the study results by applicable regulatory agencies.
From time to time, we may publicly disclose top-line or preliminary data from our clinical trials, which is based on a preliminary analysis of then available data, and the results and related findings and conclusions are subject to change following a more comprehensive review of the data related to the particular study or trial.
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If the interim, top-line or preliminary data that we report differ from final results, or if others, including regulatory authorities, disagree with the conclusions reached, our ability to obtain approval for, or successfully commercialize, our product candidates may be harmed, which could harm our business, operating results, prospects or financial condition.
+Added: We previously identified a material weakness in our internal control over financial reporting, and if we are unable to achieve and maintain effective internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected.
+Added: Prior to our IPO in June 2021, we were a private company with limited accounting and finance personnel, adequate review processes and other resources with which to address our internal controls and procedures.
+Added: Based on the evaluation of our internal controls, we previously concluded that our disclosure controls and procedures were not effective as of March 31, 2022 as a result of a previously identified material weakness in our internal control over financial reporting due to inadequate segregation of duties resulting from the size of our Company and our limited personnel.
+Added: A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
+Added: To remediate the previously identified material weakness due to the inadequate segregation of duties, our management (i) engaged a third-party specialist to review our current internal controls and to recommend design improvements given the limited number of employees and (ii) hired a controller to remediate the segregation of duties issue, who commenced employment in April 2022 and (iii) implemented a quarterly financial statement close process that includes formal reviews of financial statement account balances and journal entries.
+Added: Accordingly, management believes it has remediated the material weakness related to inadequate segregation of duties.
+Added: We can give no assurance that additional material weaknesses in our internal control over financial reporting will not be identified in the future.
+Added: Our failure to implement and maintain effective internal control over financial reporting could result in errors
+Added: in our financial statements that could result in a restatement of our financial statements and cause us to fail to meet our reporting obligations.
Risks Related to Regulatory Approval
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A failure of one or more clinical trials can occur at any stage of testing.
−Removed: The outcome of preclinical testing and early clinical trials, particularly with a
−Removed: small number of patients, may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results.
+Added: The outcome of preclinical testing and early clinical trials, particularly with a small number of patients, may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results.
The design of a clinical trial can determine whether its results will support approval of a product, and flaws in the design of a clinical trial may not become apparent until the clinical trial is well advanced or completed.
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We do not know whether any preclinical tests or clinical trials will begin as planned, will need to be restructured or will be completed on schedule, or at all.
−Removed: Significant preclinical or clinical trial delays also could shorten any periods during which we may have the exclusive right to
−Removed: commercialize our product candidates or allow our competitors to bring products to market before we do and impair our ability to successfully commercialize our product candidates and may harm our business and results of operations.
+Added: Significant preclinical or clinical trial delays also could shorten any periods during which we may have the exclusive right to commercialize our product candidates or allow our competitors to bring products to market before we do and impair our ability to successfully commercialize our product candidates and may harm our business and results of operations.
If we experience delays or difficulties in the enrollment of patients in our clinical trials, our receipt of necessary marketing approvals could be delayed or prevented.
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Since then, numerous efforts have been made to repeal, amend or administratively limit the ACA in whole or in part.
−Removed: For example, the Tax Cuts and Jobs Act (“TCJA”), signed into law by President Trump in 2017, repealed the individual health insurance mandate, which is considered a key component of the ACA.
+Added: For example, the Tax Cuts and Jobs Act (“TCJA”), signed into law by President Trump in 2017, repealed the individual health
+Added: insurance mandate, which is considered a key component of the ACA.
In December 2018, a U.S.
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with our own focused, specialized sales force.
−Removed: We plan to evaluate the potential for utilizing additional collaboration, distribution and marketing arrangements with third parties to commercialize ibezapolstat in other jurisdictions where we retain commercialization rights.
+Added: We plan to evaluate the potential for utilizing additional collaboration, distribution and
+Added: marketing arrangements with third parties to commercialize ibezapolstat in other jurisdictions where we retain commercialization rights.
There are risks involved with establishing our own sales and marketing capabilities and entering into arrangements with third parties to perform these services.
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Our current and anticipated future dependence upon others for the manufacture of our product candidates or drugs may adversely affect our future profit margins and our ability to commercialize any product candidates that receive marketing approval on a timely and competitive basis.
−Removed: We rely on third party clinical investigators, contract research organizations (“CROs”), clinical data management organizations and consultants to design, conduct, supervise and monitor preclinical studies and clinical trials of our product candidates.
+Added: We rely on third party clinical investigators, CROs, clinical data management organizations and consultants to design, conduct, supervise and monitor preclinical studies and clinical trials of our product candidates.
Because we rely on third parties and do not have the ability to conduct preclinical studies or clinical trials independently, we have less control over the timing, quality and other aspects of preclinical studies and clinical trials than we would if we conducted them on our own.
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If we cannot contract with acceptable third parties on commercially reasonable terms, or at all, or if these third parties do not carry out their contractual duties, satisfy legal and regulatory requirements for the conduct of preclinical studies or clinical trials or meet expected deadlines, our preclinical and clinical development programs could be delayed and otherwise adversely affected.
−Removed: In all events, we are responsible for ensuring that each of our preclinical studies and clinical trials is conducted in accordance with the general investigational plan and protocols for the trial.
+Added: In all events, we are responsible for ensuring that each of our preclinical studies and clinical trials is conducted in accordance with the
+Added: general investigational plan and protocols for the trial.
The FDA and other health authorities require preclinical studies to be conducted in accordance with GLP and clinical trials to be conducted in accordance with GCP, including conducting, recording and reporting the results of clinical trials to assure that data and reported results are credible and accurate and that the rights, integrity and confidentiality of clinical trial participants are protected.
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● federal false claims laws that prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other government reimbursement programs that are false or fraudulent, and which may expose entities that provide coding and billing advice to customers to potential criminal and civil penalties, including through civil whistleblower or qui tam actions, and including as a result of claims presented in violation of the Federal Healthcare Anti-Kickback Statute, the Stark Law or other healthcare-related laws, including laws enforced by the FDA;
−Removed: ● the federal Health Insurance Portability and Accountability Act of 1996, (“HIPAA”), which imposes criminal and civil liability for executing a scheme to defraud any healthcare benefit program and also created federal criminal laws that prohibit
−Removed: knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statements in connection with the delivery of or payment for healthcare benefits, items or services that, as amended by the Health Information Technology for Economic and Clinical Health Act, also imposes obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;
+Added: ● the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which imposes criminal and civil liability for executing a scheme to defraud any healthcare benefit program and also created federal criminal laws that prohibit knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statements in connection with the delivery of or payment for healthcare benefits, items or services that, as amended by the Health Information Technology for Economic and Clinical Health Act, also imposes obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;
● federal physician sunshine requirements under the ACA which requires manufacturers of approved drugs, devices, biologics and medical supplies to report annually to the HHS, information related to payments and other transfers of value to physicians, other healthcare providers, and teaching hospitals, and ownership and investment interests held by physicians and other healthcare providers and their immediate family members and applicable group purchasing organizations;
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An unfavorable outcome could require us to cease using the related technology or to attempt to license rights from the prevailing party.
−Removed: Our business could be harmed if the prevailing party does not offer us a license on commercially reasonable terms.
+Added: Our business could be harmed if the prevailing party does not
+Added: offer us a license on commercially reasonable terms.
We may not be able to prevent, alone or with our licensors (if any), misappropriation of our intellectual property rights, both in the U.S.
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Our largest stockholders will exercise significant influence over our company for the foreseeable future, including the outcome of matters requiring stockholder approval.
−Removed: As of September 30, 2022, our officers, directors and their affiliates collectively owned 2,455,412 shares of our common stock or approximately 21% of our outstanding shares of common stock.
+Added: Our officers, directors and their affiliates currently collectively own 4,200,849 shares of our common stock (on an as-converted basis) or approximately 31% of our outstanding shares of common stock (on an as-converted basis) as of March 31, 2023.
Accordingly, if these stockholders were to choose to act together, they could have a significant influence over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or all or a significant percentage of our assets.
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Should we fail to satisfy the Nasdaq’s continued listing requirements, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to delist our common stock.
−Removed: Such a delisting would likely have a negative effect on the price of our common stock, and would impair your ability to sell or purchase our common stock when you wish to do so.
+Added: Such a delisting would likely have a
+Added: negative effect on the price of our common stock, and would impair your ability to sell or purchase our common stock when you wish to do so.
In the event of a delisting, we would 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 Nasdaq’s minimum bid price requirement or prevent future non-compliance with the Nasdaq’s listing requirements.
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As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.
−Removed: Effective internal control over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud.
+Added: Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud.
Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations.
1 unchanged sentence
Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.
−Removed: We will be required to disclose changes made in our internal controls and procedures on a quarterly basis and our management will be required to assess the effectiveness of these controls annually.
+Added: We are required to disclose changes made in our internal controls and procedures on a quarterly basis and our management is required to assess the effectiveness of these controls annually.
However, for as long as we are an EGC, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404.
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It is not always possible to identify and deter employee misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations.
−Removed: If any such actions are instituted against us and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant fines or other sanctions.
+Added: If any such actions are instituted against us and we are not
+Added: successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant fines or other sanctions.
There may be limitations on the effectiveness of our internal controls, and a failure of our control systems to prevent error or fraud may materially harm us .
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We are subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and the handling, use, storage, treatment and disposal of hazardous materials and wastes.
−Removed: From time to time and in the future, our operations may involve the use of hazardous and flammable materials, including chemicals and biological materials, and may also produce hazardous waste products.
+Added: From time to time and in the future, our operations may involve the use of hazardous and flammable materials, including chemicals and biological materials, and
+Added: may also produce hazardous waste products.
Even if we contract with third parties for the disposal of these materials and waste products, we cannot completely eliminate the risk of contamination or injury resulting from these materials.
−Removed: In the event of contamination or injury resulting from the use or disposal of our hazardous materials, we could be held liable for any resulting
−Removed: damages, and any liability could exceed our resources.
+Added: In the event of contamination or injury resulting from the use or disposal of our hazardous materials, we could be held liable for any resulting damages, and any liability could exceed our resources.
We also could incur significant costs associated with civil or criminal fines and penalties for failure to comply with such laws and regulations.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.