What changed in this filing

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Item 1A. Risk Factors

2022-02-08 compared with 2021-11-10 · 28 added, 22 removed, 3 unchanged (94% of the section changed)

may experience future dilution as a result of future equity offerings or if we issue shares subject to options, warrants, stock awards

or other arrangements.

order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into

or exchangeable for our common stock at prices that may not be the same as the price per share in this offering.

We may sell shares or

other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering,

and investors purchasing shares or other securities in the future could have rights superior to existing stockholders.

The price per

share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future

transactions may be higher or lower than the price per share paid by investors in this offering.

addition, as of September 30, 2021, there were warrants outstanding to purchase an aggregate of 158,761 shares of common stock at exercise

prices ranging from $1.88 to $75.00 per share, 2,121,035 shares issuable upon exercise of outstanding options at exercise prices ranging

from $2.80 to $42.09 per share, and 43,420 restricted stock units convertible to an equal amount shares.

We may grant additional options,

warrants or stock awards.

To the extent such shares are issued, the interest of holders of our common stock will be diluted.

we are obligated to issue shares of common stock upon achievement of certain clinical, regulatory and commercial milestones with respect

to certain of our drug candidates (i.e., NE3107, NE3291, NE3413, NE3789) pursuant to the asset purchase agreement, dated April 27, 2021,

by and among the Company, NeurMedix, Inc.

and Acuitas Group Holdings, LLC, as amended on May 9, 2021.

The achievement of these milestones

could result in the issuance of up to 18 million shares of our common stock, further diluting the interest of holders of our common stock.

You may experience future dilution as a result of future equity offerings

or if we issue shares subject to options, warrants, stock awards or other arrangements.

In order to raise additional capital, we may in the

future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices

that may not be the same as the price per share in this offering.

We may sell shares or other securities in any other offering at a price

per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities

in the future could have rights superior to existing stockholders.

The price per share at which we sell additional shares of our common

stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share

paid by investors in this offering.

In addition, as of December 31, 2021, there were warrants outstanding to purchase an aggregate of 519,763

shares of common stock at exercise prices ranging from $1.88 to $75.00 per share and 2,047,910 shares issuable upon exercise of outstanding

options at exercise prices ranging from $2.80 to $42.09 per share.

Our Loan Agreement entered into on November 30, 2021, contains a conversion

feature whereby at the option of lender, up to $5 million of the outstanding loan amount maybe converted to shares of common stock at

a conversion price of $6.98 per share.

We may grant additional options, warrants or stock awards.

To the extent such shares are issued,

the interest of holders of our comm on stock will be diluted.

Moreover, we are obligated to issue shares of common stock upon achievement

of certain clinical, regulatory and commercial milestones with respect to certain of our drug candidates (i.e., NE3107, NE3291, NE3413,

NE3789) pursuant to the asset purchase agreement, dated April 27, 2021, by and among the Company, NeurMedix, Inc.

and Acuitas Group Holdings,

LLC, as amended on May 9, 2021.

The achievement of these milestones could result in the issuance of up to 18 million shares of our common

stock, further diluting the interest of holders of our common stock.

Unregistered Sales of Equity Securities

1 unchanged sentence

Mine Safety Disclosures

Not applicable

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.

What changed 10-Q

Item 1A. Risk Factors