Item 1A. Risk Factors
Item 1A. Risk Factors
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.
Item 2. Unregistered Sales of Equity Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable
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