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Item 1A. Risk Factors

2026-03-26 compared with 2025-03-17 · 2271 added, 1139 removed, 36 unchanged (99% of the section changed)

Investing in our securities involves a high degree of risk.

You should carefully consider the risks and uncertainties described below, together with all of the other information in this report, including the consolidated financial statements, the notes thereto and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report before deciding whether to invest in our securities.

The risks and uncertainties described below are not the only ones we face.

Additional risks and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect our business.

If any of the following risks actually occur, our business, financial condition, results of operations and future prospects could be materially and adversely affected.

In that event, the market price of our common stock and/or Warrants could decline, and you could lose part or all of your investment.

Summary of Risks Associated with Our Business

Our business and an investment in our company is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this summary.

in our securities involves a high degree of risk.

You should carefully consider the risks and uncertainties described below, together

with all of the other information in this report, including the consolidated financial statements, the notes thereto and the section

entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere

in this report before deciding whether to invest in our securities.

The risks and uncertainties described below are not the only ones

Additional risks and uncertainties that we are unaware of or that we deem immaterial may also become important factors that

adversely affect our business.

If any of the following risks actually occur, our business, financial condition, results of operations

and future prospects could be materially and adversely affected.

In that event, the market price of our common stock and/or Warrants

could decline, and you could lose part or all of your investment.

These disclosures reflect our beliefs and opinions as to factors that

could materially and adversely affect us and our securities in the future.

References to past events are provided by way of example only

and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their

likelihood of occurring in the future.

of Risks Associated with Our Business

business and an investment in our company is subject to numerous risks and uncertainties, including those highlighted in the section

titled “Risk Factors” immediately following this summary.

Some of these risks include:

We are a pre-revenue company with a limited operating history;

We may not be able to successfully develop or commercialize our product candidates or do so on a timely or cost-effective basis;

Our business may be negatively affected by the impacts of public health emergencies, epidemics and pandemics;

We depend on a limited number of product candidates and our business could be materially adversely affected if one or more of our key product candidates do not perform as well as expected and do not receive regulatory approval;

The market for our product candidates, including XYNGARI™ and DMT 410, may not be as large as we expect;

Our competitors and other third parties may allege that we are infringing their intellectual property, forcing us to expend substantial resources in resulting litigation, and any unfavorable outcome of such litigation could have a material adverse effect on our business;

We may experience failures of or delays in clinical trials which could jeopardize or delay our ability to obtain regulatory approval and commence product sales;

We face intense competition from both brand and generic companies which could limit our growth and adversely affect our financial results;

We are subject to extensive governmental regulation and we face significant uncertainties and potentially significant costs associated with our efforts to comply with applicable regulations;

We may not be able to develop or maintain sales capabilities or effectively market or sell any products that we may successfully commercialize;

Manufacturing or quality control problems may damage our reputation, require costly remedial activities, or otherwise negatively impact our business;

Our profitability will depend on coverage and reimbursement by third-party payors, and healthcare reform and other future legislation may lead to reductions in coverage or reimbursement levels;

We currently, and may in the future need to, license certain intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable terms;

We may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop, manufacture and market our products and product candidates;

The raw material for our product candidates, XYNGARI™ and DMT410, is derived from naturally occurring ingredient that grow only in limited areas that need to be harvested annually.

Due to unforeseen environmental conditions or circumstances, our supplier may not be able to harvest as much raw material as we require, or any at all, which may negatively impact our ability to conduct preclinical studies, clinical trials, and ultimately commercialize our product candidates;

We currently rely on a third party for the raw materials needed for XYNGARI™ and DMT410, and if we encounter any difficulties in accessing or procuring alternative sources on acceptable terms, or at all, our business may suffer;

Our current licensed patents covering XYNGARI™ expired between 2022 and 2023, which was prior to our anticipated date for any market launch.

While we have been issued patents covering XYNGARI™ and DMT410 in certain jurisdictions, other of our current pending patents covering XYNGARI™ and DMT410 have not been issued yet and there is no guarantee they will get issued.

We may not be able to obtain additional patent coverage, which could limit our market opportunity due to competition from other products;

If we fail to comply with our obligations under any of our third-party agreements, we could lose license rights that are necessary to develop our product candidates;

Our directors, executive officers and certain stockholders (one of which is an affiliate of our Chief Executive Officer) own a significant percentage of our common stock and, if they choose to act together, will be able to exert significant control over matters subject to stockholder approval;

We will need to add personnel, which will increase the size and complexity of our organization and we may experience difficulties executing growth and corporate strategies.

Risks Related to Our Financial Position and Need for Capital

We are a clinical stage pharmaceutical company with a limited operating history.

We are a clinical-stage biopharmaceutical company with a limited operating history upon which you can evaluate our business and prospects.

We must complete clinical studies and receive regulatory approval before commercial sales of a product can commence.

The likelihood of success of our business plan must be considered in light of the problems, substantial expenses, difficulties, complications and delays frequently encountered in connection with developing and expanding early-stage businesses and the regulatory and competitive environment in which we operate.

Pharmaceutical product development is a highly speculative undertaking, involves a substantial degree of risk and is a capital-intensive business.

Accordingly, you should consider our prospects in light of the costs, uncertainties, delays and difficulties frequently encountered by companies in the early stages of development, especially early stage clinical pharmaceutical companies such as ours.

Potential investors should carefully consider the risks and uncertainties that a company with a limited operating history will face.

In particular, potential investors should consider that we cannot assure you that we will be able to, among other things:

successfully implement or execute our current business plan, and we cannot assure you that our business plan is sound;

successfully complete the clinical trials, non-clinical testing and other requirements necessary to obtain regulatory approval for the marketing of our drug candidates, including XYNGARI™ and DMT410;

successfully manufacture our clinical products and establish commercial drug supply;

secure, maintain and, as necessary, defend our intellectual property rights;

secure market exclusivity and/or adequate intellectual property protection for our drug candidates;

attract and retain an experienced management and advisory team;

secure acceptance of our drug candidates in the medical community and with third-party payors and consumers;

launch commercial sales of our drug candidates, whether alone or in collaboration with others;

comply with post-marketing regulatory requirements;

raise sufficient funds in the capital markets or otherwise to effectuate our business plan;

utilize the funds that we have and may raise in the future to efficiently execute our business strategy.

If we cannot successfully execute any one of the foregoing, our business may fail and your investment will be adversely affected.

We have incurred losses since inception and anticipate that we will continue to incur losses for the foreseeable future.

We are not currently profitable, and we may never achieve or sustain profitability.

We have never generated revenue from operations, are unlikely to generate revenues for several years, and are currently operating at a loss and expect our operating costs will increase significantly as we incur costs related to preclinical development, the clinical trials for our drug candidates and to operating as a public company.

We expect to incur substantial expenses without corresponding revenues unless and until we are able to obtain regulatory approval and successfully commercialize any of our drug candidates.

We may never be able to obtain regulatory approval for the marketing of our drug candidates in any indication in the United States or internationally.

Even if we are able to commercialize our drug candidates, there can be no assurance that we will generate significant revenues or ever achieve profitability.

We have incurred losses in each year since we commenced operations in December 2014.

We incurred net losses of approximately $12.3 million and approximately $7.8 million for the years ended December 31, 2024, and 2023, respectively.

the skincare industry is

highly competitive, and if we are unable to compete effectively, our results will suffer;

our lack of operating history

as a commercial company and have never launched a commercial product as a company;

we have a history of net

losses, and may experience future losses;

our current and future capital

requirements to support our development and commercialization efforts for our products and our ability to satisfy our capital needs;

our dependence on our products,

which are still in various stages of development and pre-commercial launch;

our ability to acquire sufficient

quantities of raw material needed to manufacture our products;

our, or that of our third-party manufacturers, ability to manufacture

cGMP quantities of our product ingredients as required for consumer use studies and, subsequently, our ability to manufacture commercial

quantities of our products;

the expectation that any

planned OTC formulation, dosage, combination, or indications fall inside the scope of an applicable OTC monograph, will not require

a new drug application, and are otherwise not challenged by FDA, state boards, or other regulators, any of which could delay or prevent

launch or require reformulation, relabeling, additional testing, or other corrective actions;

the possibility that data

generated from a consumer use study are not predictive of consumer experience or commercial performance in the OTC context, and the

limits such data may impose on the scope of permissible OTC claims;

the possibility that data

generated from a consumer use study are not predictive of consumer experience or commercial performance in the cosmetic context, and

the limits such data may impose on the scope of permissible cosmetic claims;

our ability to timely secure

and scale manufacturing, packaging, and quality systems suitable for commercialization, including meeting lot release, stability, shelf

life, and container-closure requirements, and to manage product returns, recalls, or withdrawals if quality issues arise;

our ability to establish

and maintain distribution and sales channels, including DTC e-commerce, B2B professional/clinic channels, and any retail partners,

and to manage channel economics, chargebacks, returns, and working capital needs;

we maintain a single source

for our sponge raw material and our business and operating results could be harmed if supply is restricted or ceases or the price for

the raw materials used in our manufacturing processes increases;

our ability to internally

develop new inventions and intellectual property;

interpretations of current

laws and the passages of future laws;

impacts of increased trade

tariffs, import quotas or other trade restrictions or measures taken by the United States and other countries, including the recent

and potential changes in U.S.

trade policies that may be made by the Trump presidential administration;

acceptance of our business

model by investors;

the accuracy of our estimates

regarding expenses and capital requirements;

our ability to adequately

support organizational and business growth.

Related to Our Financial Position and Need for Capital

are a pre-commercial stage company with a limited operating history.

are a pre-commercial stage company with a limited operating history upon which you can evaluate our business and prospects.

We have never

sold a commercial product before and there is no guarantee that we will be successful.

The likelihood of success of our business plan

must be considered in light of the problems, substantial expenses, difficulties, complications and delays frequently encountered in connection

with developing and selling skincare products and competitive environment in which we plan to operate.

Accordingly, you should consider our prospects in light of the costs,

uncertainties, delays and difficulties frequently encountered by companies launching their first commercial product.

Potential investors

should carefully consider the risks and uncertainties that a company with a limited operating history will face.

In particular, potential

investors should consider that we cannot assure you that we will be able to, among other things:

implement or execute our current business plan, and we cannot assure you that our business plan is sound;

manufacture our products and establish commercial supply;

maintain and, as necessary, defend our intellectual property rights;

market exclusivity and/or adequate intellectual property protection for our commercial products;

and retain an experienced management and advisory team;

acceptance of our products with consumers and healthcare professionals;

commercial sales of our products, whether alone or in collaboration with others;

with post-marketing regulatory requirements;

sufficient funds in the capital markets or otherwise to effectuate our business plan;

the funds that we have and may raise in the future to efficiently execute our business strategy.

we cannot successfully execute any one of the foregoing, our business may fail and your investment will be adversely affected.

have incurred losses since inception and anticipate that we will continue to incur losses for the foreseeable future.

We are not currently

profitable, and we may never achieve or sustain profitability.

have never generated revenue from operations and may not generate revenues for several months or years, if ever.

We are currently operating

at a loss and expect our operating costs will continue to increase as we attempt to launch our first commercial product and continue

to operate as a public company.

We expect to incur substantial expenses without corresponding revenues unless and until we are able to

successfully commercialize any of our products.

Even if we are able to commercialize our products, there can be no assurance that we

will generate significant revenues or ever achieve profitability.

We have incurred losses in each year since we commenced operations

in December 2014.

We incurred net losses of approximately $7.8 million and approximately $12.3 million for the years ended December 31,

2025, and 2024, respectively.

As of December 31, 2025, we had an accumulated deficit of approximately $73.2 million.

The size of our future net losses will depend, in part, on our future expenses and our ability to generate revenue, if any.

Revenue from our current and potential future collaborations is uncertain because milestones or other contingent payments under our agreements may not be achieved or received.

As of December 31, 2024, we had capital resources consisting of cash and cash equivalents of $3.2 million.

We will continue to expend substantial cash resources for the foreseeable future for the clinical development of our product candidates and development of any other indications and product candidates we may choose to pursue.

These expenditures will include costs associated with research and development, conducting preclinical studies and clinical trials, manufacturing and supply, as well as marketing and selling any products approved for sale.

In particular, our Phase 3 clinical studies for our product candidates will require substantial funds to complete.

Because the conduct and results of any clinical trial are highly uncertain, we cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of our current and any future product candidates.

We are uncertain when or if we will be able to achieve or sustain profitability.

If we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods.

Failure to become and remain profitable would impair our ability to sustain operations and adversely affect the price of our securities and our ability to raise capital.

We will require additional capital to fund our operations, and if we fail to obtain necessary financing, we may not be able to complete the development and commercialization of our product candidates.

We believe that our existing cash, together with interest thereon, will be sufficient to fund our operations into the third quarter of 2025.

We have based these estimates, however, on assumptions that may prove to be wrong, and we could spend our available capital resources much faster than we currently expect or require more capital to fund our operations than we currently expect.

Our currently anticipated expenditures for the development of our product candidates, XYNGARI™ and DMT410, exceed our existing cash.

We will need to raise additional capital to fund our operations and continue to support our planned development and commercialization activities.

The amount and timing of our future funding requirements will depend on many factors, including:

the timing, rate of progress and cost of any preclinical and clinical trials and other product development activities for our current and any future product candidates that we develop, in-license or acquire;

the results of the clinical trials for our product candidates in the United States and any foreign countries;

the timing of, and the costs involved in, FDA approval and any foreign regulatory approval of our product candidates, if at all;

the number and characteristics of any additional future product candidates we develop or acquire;

our ability to establish and maintain strategic collaborations, licensing, co-promotion or other arrangements and the terms and timing of such arrangements;

the cost of commercialization activities if our current or any future product candidates are approved for sale, including manufacturing, marketing, sales and distribution costs;

the degree and rate of market acceptance of any approved products;

costs under our third-party manufacturing and supply arrangements for our current and any future product candidates and any products we commercialize;

costs and timing of completion of any additional outsourced commercial manufacturing or supply arrangements that we may establish;

costs of preparing, filing, prosecuting, maintaining, defending and enforcing any patent claims and other intellectual property rights associated with our product candidates;

costs associated with prosecuting or defending any litigation that we are or may become involved in and any damages payable by us that result from such litigation;

costs associated with any product recall that could occur;

costs of operating as a public company;

the emergence, approval, availability, perceived advantages, relative cost, relative safety and relative efficacy of alternative and competing products or treatments;

costs associated with any acquisition or in-license of products and product candidates, technologies or businesses;

personnel, facilities and equipment requirements.

We cannot be certain that additional funding will be available on acceptable terms, or at all.

In addition, future debt financing into which we enter may impose upon us covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, redeem our stock, make certain investments and engage in certain merger, consolidation or asset sale transactions.

If we are unable to raise additional capital when required or on acceptable terms, we may be required to significantly delay, scale back or discontinue the development or commercialization of one or more of our product candidates, restrict our operations or obtain funds by entering into agreements on unattractive terms, which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained.

If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that would likely result in our stockholders losing some or all of their investment in us.

In addition, our ability to achieve profitability or to respond to competitive pressures would be significantly limited.

We will need to raise additional capital which may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates, and additional capital may not be available on favorable terms or at all which may force us to delay, reduce the scope of or eliminate our research and development programs, reduce our commercialization efforts or curtail our operations.

To develop and bring our product candidates to market, we must commit substantial resources to costly and time-consuming research, preclinical studies and clinical trials and marketing activities.

Until such time, if ever, as we can generate substantial product revenue, we expect to seek additional funding to meet our operational needs and capital requirements.

While we believe that our existing cash, cash equivalents and marketable securities will enable us to fund our operating expenses and capital expenditure requirements through the third quarter of 2025, we have based this estimate on assumptions that may prove to be wrong and we could exhaust our available capital resources sooner than we expect, including if our business or operations change in a manner that consumes available resources more rapidly than we anticipate.

Our requirements for additional capital will depend on many factors including:

changes in direction of our research and development programs;

the time and expense for preclinical studies and clinical trials for our product candidates;

the time and costs involved in obtaining regulatory approval for our product candidates;

the cost increases and other potential impacts of macroeconomic factors, including heightened inflation and rising interest rates, liquidity concerns at and failures of banks and other financial institutions, exchange rate fluctuations, tariffs, trade wars, supply chain disruptions and increases in commodity, energy and fuel prices, costs associated with protecting our intellectual property rights;

successful commercialization of our product candidates;

competitive and technical advances;

patent development or regulatory changes;

development of marketing and sales capabilities;

payments received under current and future collaboration agreements, if any; and

market acceptance of our products.

Our ability to continue operations after our current cash resources are exhausted depends on our ability to obtain additional financing or to achieve profitable operations, as to which no assurances can be given.

Cash requirements may vary materially from those now planned because of changes in direction of our research and development programs, competitive and technical advances, patent developments, regulatory changes or other developments.

If additional sources of financing are not available on favorable terms, or at all, including as a result of actions taken by central banks to counter inflation, volatility in the capital markets, liquidity concerns at and failures of banks and other financial institutions and related market uncertainty, or if we are unsuccessful in entering into partnership agreements for further development of our pipeline, management may need to curtail our development efforts and planned operations to conserve cash.

We expect to finance our operations through a combination of equity offerings, debt financings, government or private party grants, collaborations, strategic alliances and licensing arrangements.

We currently have on file with the SEC a shelf registration statement on Form S-3 which allows us to offer and sell our registered common stock, preferred stock, debt securities and or warrants from time to time pursuant to one or more offerings at prices and terms to be determined at the time of sale.

On June 7, 2024, we entered into an At The Market Agreement (the “ATM Agreement”) with H.C.

Wainwright & Co., LLC (“Wainwright”), pursuant to which, from time to time, we may offer and sell shares of the common stock registered under the shelf registration statement pursuant to one or more “at the market” offerings.

As of December 31, 2024, we have sold $1.7 million in gross proceeds of our Common Stock pursuant to this ATM Agreement, which does not include $0.3 million of compensation to Wainwright, auditors, lawyers, and other administration fees.

While we had no remaining capacity to sell shares of common stock under the ATM Agreement as of December 31, 2024, to the extent we have any capacity in the future, any future sales of our common stock under the ATM Agreement with Wainwright could be subject to business, economic or competitive uncertainties and contingencies, many of which may be beyond our control, and which could cause actual results from the sale of our common stock to differ materially from expectations.

To the extent additional capital is raised through the sale and issuance of shares or other securities convertible into shares, the ownership interest of our stockholders will be diluted.

Future issuances of our common stock or other equity securities, or the perception that such sales may occur, could adversely affect the trading price of our common stock and impair our ability to raise capital through future offerings of shares or equity securities.

No prediction can be made as to the effect, if any, that future sales of common stock or the availability of common stock for future sales will have on the trading price of our common stock.

We do not currently have any other committed external sources of funds.

To the extent we raise additional capital through the sale of equity or convertible debt securities, our stockholders’ ownership interest will or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights as a common stockholder.

In addition, if we obtain debt financing, a substantial portion of our operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, thus limiting funds available for our business activities.

Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring additional debt, making capital expenditures or declaring dividends.

If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may be required to relinquish valuable rights to our technologies, future revenue streams or product candidates, grant licenses on terms that may not be favorable to us or commit to future payment streams.

The reports of our independent registered public accounting firm for the fiscal years ended December 31, 2024 and 2023 contain an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their reports on our audited annual financial statements as of and for the years ended December 31, 2024, and December 31, 2023, our independent audit firm included an explanatory paragraph regarding concerns about our ability to continue as a going concern.

Substantial doubt about our ability to continue as a going concern may materially and adversely affect the price per share of our common stock and warrants and we may have a more difficult time obtaining financing.

Further, the perception that we may be unable to continue as a going concern may impede our ability to raise additional funds or operate our business due to concerns regarding our ability to discharge our contractual obligations.

Changes in tax laws may materially adversely affect our business financial condition, results of operations and cash flows.

We are subject to tax laws, regulations and policies of the jurisdictions in which we do business, which may include U.S.

federal, state, and local governments and taxing authorities in foreign jurisdictions.

Changes in tax laws, as well as other factors, could cause us to experience fluctuations in our tax obligations and otherwise adversely affect our tax positions and/or our tax liabilities.

The income tax rules in the jurisdictions in which we operate are constantly under review by taxing authorities and other governmental bodies.

Changes to tax laws (which changes may have retroactive application) could adversely affect us or our stockholders.

We are unable to predict what tax proposals may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices, could affect our financial position and overall effective tax rates in the future in jurisdictions where we have operations, and increase the complexity, burden and cost of tax compliance.

We are exposed to risks related to foreign currency exchange rates.

Some of our costs and expenses are denominated in foreign currencies.

Most of our foreign expenses are associated with our supply of our raw material for our XYNGARI™ and DMT410 product candidates.

When the United States dollar weakens against the Euro, the United States dollar value of the foreign currency denominated expense increases, and when the United States dollar strengthens against the Euro, the United States dollar value of the foreign currency denominated expense decreases.

Consequently, changes in exchange rates, and in particular a weakening of the United States dollar, may adversely affect our results of operations.

Disruptions in the global economy and supply chains may have a material adverse effect on our business, financial condition and results of operations.

Disruptions to the global economy may impede global supply chains, resulting in longer lead times and also increased critical component costs and freight expenses.

We have taken and may have to take steps to minimize the impact of these disruptions in lead times and increased costs by working closely with our suppliers and other third parties on whom we rely for the conduct of our business.

Despite the actions we have undertaken or may have to undertake to minimize the impacts from disruptions to the global economy, there can be no assurances that unforeseen future events in the global supply chain will not have a material adverse effect on our business, financial condition and results of operations.

Furthermore, inflation can adversely affect us by increasing the costs of clinical trials, the research and development of our product candidates, as well as administration and other costs of doing business.

The size of our

future net losses will depend, in part, on our future expenses and our ability to generate revenue, if any.

Revenue from our current

and potential future collaborations is uncertain because milestones or other contingent payments under our agreements may not be achieved

of December 31, 2025, we had capital resources consisting of cash and cash equivalents of $7.5 million.

We will continue to expend substantial

cash resources for the foreseeable future for the development of our products and commercial launches of our products.

These expenditures

will include costs associated with research and development, manufacturing and supply, as well as marketing and selling our products.

are uncertain when or if we will be able to achieve or sustain profitability.

If we achieve profitability in the future, we may not be

able to sustain profitability in subsequent periods.

Failure to become and remain profitable would impair our ability to sustain operations

and adversely affect the price of our securities and our ability to raise capital.

will require additional capital to fund our operations, and if we fail to obtain necessary financing, we may not be able to complete

the development and commercialization of our products.

believe that our existing cash, together with interest thereon, will be sufficient to fund our operations into the first quarter of 2027.

We have based these estimates, however, on assumptions that may prove to be wrong, and we could spend our available capital resources

much faster than we currently expect or require more capital to fund our operations than we currently expect.

We estimate that our existing

cash will cover the anticipated expenditures for the development of and commercial launch of our Tome Foundational Treatment,

but we may need to raise additional capital to fund our operations and continue to support our commercialization activities.

amount and timing of our future funding requirements will depend on many factors, including:

timing, rate of progress and cost of any product development activities for our current and any future products that we develop,

in-license or acquire;

number and characteristics of any additional future products we develop or acquire;

ability to establish and maintain strategic collaborations, licensing, co-promotion or other arrangements and the terms and timing

of such arrangements;

cost of commercialization activities if our current or any future products are made available for sale, including manufacturing,

marketing, sales and distribution costs;

degree and rate of market acceptance of any commercially available products;

under our third-party manufacturing and supply arrangements for our current and any future products and any products we commercialize;

and timing of completion of any additional outsourced commercial manufacturing or supply arrangements that we may establish;

of preparing, filing, prosecuting, maintaining, defending and enforcing any patent claims and other intellectual property rights

associated with our products;

associated with prosecuting or defending any litigation that we are or may become involved in and any damages payable by us that

result from such litigation;

associated with any product recall that could occur;

of operating as a public company;

emergence, approval, availability, perceived advantages, relative cost, relative safety and relative efficacy of alternative and

competing products or treatments;

associated with any acquisition or in-license of products and products, technologies or businesses;

facilities and equipment requirements.

cannot be certain that additional funding will be available on acceptable terms, or at all.

In addition, future debt financing into which

we enter may impose upon us covenants that restrict our operations, including limitations on our ability to incur liens or additional

debt, pay dividends, redeem our stock, make certain investments and engage in certain merger, consolidation or asset sale transactions.

we are unable to raise additional capital when required or on acceptable terms, we may be required to significantly delay, scale back

or discontinue the development or commercialization of one or more of our products, restrict our operations or obtain funds by entering

into agreements on unattractive terms, which would likely have a material adverse effect on our business, stock price and our relationships

with third parties with whom we have business relationships, at least until additional funding is obtained.

If we do not have sufficient

funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that would likely result in our

stockholders losing some or all of their investment in us.

In addition, our ability to achieve profitability or to respond to competitive

pressures would be significantly limited.

reports of our independent registered public accounting firm for the fiscal years ended December 31, 2025, and 2024, contain an explanatory

paragraph regarding substantial doubt about our ability to continue as a going concern.

to the uncertainty of our ability to meet our current operating and capital expenses, in their reports on our audited annual financial

statements as of and for the years ended December 31, 2025, and December 31, 2024, our independent audit firm included an explanatory

paragraph regarding concerns about our ability to continue as a going concern.

Substantial doubt about our ability to continue as a going

concern may materially and adversely affect the price per share of our common stock and warrants and we may have a more difficult time

obtaining financing.

Further, the perception that we may be unable to continue as a going concern may impede our ability to raise additional

funds or operate our business due to concerns regarding our ability to discharge our contractual obligations.

in tax laws may materially adversely affect our business financial condition, results of operations and cash flows.

are subject to tax laws, regulations and policies of the jurisdictions in which we do business, which may include U.S.

federal, state,

and local governments and taxing authorities in foreign jurisdictions.

Changes in tax laws, as well as other factors, could cause us

to experience fluctuations in our tax obligations and otherwise adversely affect our tax positions and/or our tax liabilities.

tax rules in the jurisdictions in which we operate are constantly under review by taxing authorities and other governmental bodies.

to tax laws (which changes may have retroactive application) could adversely affect us or our stockholders.

We are unable to predict

what tax proposals may be proposed or enacted in the future or what effect such changes would have on our business, but such changes,

to the extent they are brought into tax legislation, regulations, policies or practices, could affect our financial position and overall

effective tax rates in the future in jurisdictions where we have operations, and increase the complexity, burden and cost of tax compliance.

example, on July 4, 2025, H.R.

1, the “One Big Beautiful Bill Act” (the “OBBBA”) was signed into law in the United

Among other changes, the OBBBA modifies key business tax provisions, including the restoration of 100% bonus depreciation under

Section 168(k) of the United States Internal Revenue Code of 1986, as amended (the “IRC”), the restoration of the immediate

deduction of U.S.

domestic research and experimental expenditures under Section 174A of the IRC, the restoration of the EBITDA-based

business interest expense limitation under Section 163(j) of the IRC, and changes to the computation of taxes related to international

Based on our current analysis of these provisions, we do not believe these provisions will have a material impact on our

business and our results of operations.

However, regulations and other U.S.

Internal Revenue Service guidance implementing the OBBBA

may give rise to new issues that we did not foresee, and further changes to tax laws may be implemented.

Therefore, there can be no assurance

that our business will not be adversely affected by the OBBBA or any other tax law changes.

in the global economy and supply chains may have a material adverse effect on our business, financial condition and results of operations.

to the global economy may impede global supply chains, resulting in longer lead times and also increased critical component costs and

freight expenses.

We have taken and may have to take steps to minimize the impact of these disruptions in lead times and increased costs

by working closely with our suppliers and other third parties on whom we rely for the conduct of our business.

Despite the actions we

have undertaken or may have to undertake to minimize the impacts from disruptions to the global economy, there can be no assurances that

unforeseen future events in the global supply chain will not have a material adverse effect on our business, financial condition and

results of operations.

inflation can adversely affect us by increasing the costs of development and marketing of our products, as well as administration and

other costs of doing business.

We may experience increases in the prices of labor and other costs of doing business.

In an inflationary environment, cost increases may outpace our expectations, causing us to use our cash and other liquid assets faster than forecasted.

If this happens, we may need to raise additional capital to fund our operations, which may not be available in sufficient amounts or on reasonable terms, if at all, sooner than expected.

Adverse global conditions, including economic uncertainty, may negatively impact our financial results.

Global conditions, dislocations in the financial markets, any negative financial impacts affecting United States as a result of tax reform or changes to existing trade agreements or tax conventions, may adversely impact our business.

In addition, the global macroeconomic environment could be negatively affected by, among other things, public health emergencies, pandemics or epidemics, instability in global economic markets, increased U.S.

trade tariffs and trade disputes with other countries and any resulting trade wars, instability in the global credit markets, supply chain weaknesses, instability in the geopolitical environment as a result of the withdrawal of the United Kingdom from the European Union, the Russian invasion of Ukraine, the ongoing conflicts in the Middle East, and other political tensions, and foreign governmental debt concerns.

Such challenges have caused, and may continue to cause, uncertainty and instability in local economies and in global financial markets.

Risks Related to Development, Regulatory Approval and Commercialization

Our business is dependent on the successful development, regulatory approval and commercialization of our product candidates, in particular XYNGARI™ and DMT410.

Our portfolio of product candidates includes one late-stage product candidate, XYNGARI™, a once weekly topical, naturally derived product candidate for the treatment of acne and psoriasis, and an early-stage candidate, DMT410, a combination treatment regimen to aid in the topical delivery of botulinum toxin for the treatment of hyperhidrosis and aesthetic skin conditions.

The success of our business, including our ability to finance our company and generate any revenue in the future, will primarily depend on the successful development, regulatory approval and commercialization or partnering of our product candidates.

In the future, we may also become dependent on just one of our product candidates or any future product candidates that we may in-license, acquire or develop.

The clinical and commercial success of our product candidates will depend on a number of factors, including the following:

the ability to raise additional capital on acceptable terms, or at all;

timely completion of our clinical trials, which may be significantly slower or cost more than we currently anticipate and will depend substantially upon the performance of third-party contractors;

whether we are required by the U.S.

Food and Drug Administration, or the FDA, or similar foreign regulatory agencies to conduct additional clinical trials beyond those planned to support the approval and commercialization of our product candidates or any future product candidates;

acceptance of our proposed indications and primary endpoint assessments relating to the proposed indications of our product candidates by the FDA and similar foreign regulatory authorities;

our ability to demonstrate to the satisfaction of the FDA and similar foreign regulatory authorities, the safety and efficacy of our product candidates or any future product candidates;

our ability to develop a suitable drug product release assay;

our ability to identify an active compound within the drug product that can be detected in a pharmacokinetics study;

the prevalence, duration and severity of potential side effects experienced in connection with our product candidates or future approved products, if any;

the timely receipt of necessary marketing approvals from the FDA and similar foreign regulatory authorities;

achieving and maintaining, and, where applicable, ensuring that our third-party contractors achieve and maintain, compliance with our contractual obligations and with all regulatory requirements applicable to our product candidates or any future product candidates or approved products, if any;

the ability of third parties with whom we contract to manufacture clinical trial and commercial supplies of our product candidates or any future product candidates, remain in good standing with regulatory agencies and develop, validate and maintain commercially viable manufacturing processes that are compliant with current good manufacturing practices, or cGMP, or good agricultural and collection practices, or GACP;

a continued acceptable safety profile during clinical development and following approval of our product candidates or any future product candidates;

our ability to successfully commercialize our product candidates or any future product candidates in the United States and internationally, if approved for marketing, sale and distribution in such countries and territories, whether alone or in collaboration with others;

acceptance by physicians, patients and payors of the benefits, safety and efficacy of our product candidates or any future product candidates, if approved, including relative to alternative and competing treatments;

our ability to comply with numerous post-approval regulatory requirements;

our and our partners’ ability to establish and enforce intellectual property rights in and to our product candidates or any future product candidates;

our and our partners’ ability to avoid third-party patent interference or intellectual property infringement claims;

our ability to in-license or acquire additional product candidates or commercial-stage products that we believe we can successfully develop and commercialize.

If we are unable to achieve one or more of the above factors, many of which are beyond our control, in a timely manner or at all, we could experience significant delays and increased costs or an inability to obtain regulatory approvals or commercialize our product candidates.

Even if regulatory approvals are obtained, we may never be able to successfully commercialize any of our product candidates.

Accordingly, we cannot assure you that we will be able to generate sufficient revenue through the sale of our product candidates or any future product candidates to continue operations.

Clinical drug development for our product candidates is very expensive, time-consuming and uncertain.

Our clinical trials may fail to adequately demonstrate the safety and efficacy of our product candidates, which could prevent or delay regulatory approval and commercialization.

Clinical drug development for our product candidates is very expensive, time-consuming, difficult to design and implement and its outcome is inherently uncertain.

Before obtaining regulatory approval for the commercial sale of a product candidate, we must demonstrate through clinical trials that a product candidate is both safe and effective for use in the target indication, which is impossible to predict.

Most product candidates that commence clinical trials are never approved by regulatory authorities for commercialization.

Our product candidates are in various stages of development and a failure of one more clinical trials can occur at any stage of testing or at any time during the trial process.

We expect that clinical trials for these product candidates will continue for several years, but may take significantly longer than expected to complete.

We have not completed all clinical trials for the approval of any of our product candidates.

In previous communications with the FDA they had asked us to show that hydrogen peroxide was not an active ingredient in our XYNGARI™ product.

While FDA did not require us to test hydrogen peroxide as a third arm in our current XYNGARI™ Phase 3 clinical program, they may ask for additional evidence to support our belief that hydrogen peroxide is not an active ingredient in our XYNGARI™ product.

If we fail to convince the FDA that hydrogen peroxide is not an active ingredient and merely a fluidizing agent, then we may have to alter our clinical plans or reformulate our product based on FDA feedback.

If we chose to reformulate our lead product candidate, XYNGARI™, then we may decide to redo our Phase 2 and Phase 3 studies, which would be time consuming and expensive and there is no certainty of success.

We may experience delays in ongoing and future clinical trials for our product candidates and do not know if future clinical trials, if any, will begin on time, need to be redesigned, enroll adequate number of patients on time or be completed on schedule, if at all.

In addition, we, any partner with which we currently or may in the future collaborate, the FDA, an IRB or other regulatory authorities, including state and local agencies and counterpart agencies in foreign countries, may suspend, delay, require modifications to or terminate our clinical trials at any time, for various reasons, including:

discovery of safety or tolerability concerns, such as serious or unexpected toxicities or side effects or exposure to otherwise unacceptable health risks, experienced by study participants or other safety issues;

lack of effectiveness of any product candidate during clinical trials or the failure of our product candidates to meet specified endpoints;

slower than expected rates of subject recruitment and enrollment rates or inability to enroll a sufficient number of patients in clinical trials resulting from numerous factors, including the prevalence of other companies’ clinical trials for their product candidates for the same indication, or clinical trials for indications for which patients do not as commonly seek treatment;

delays or difficulties in our clinical trials due to quarantines or other restrictions resulting from public health emergencies, epidemics, and/or pandemics;

difficulty in retaining subjects who have initiated a clinical trial but may withdraw at any time due to adverse side effects from the therapy, insufficient efficacy, fatigue with the clinical trial process or for any other reason;

difficulty in obtaining IRB approval for studies to be conducted at each clinical trial site;

delays in manufacturing or obtaining, or inability to manufacture or obtain, sufficient quantities of materials for use in clinical trials;

difficulty or inability to find a partner that will allow us to test their product for our DMT410 program;

inadequacy of or changes in our manufacturing process or the product formulation or method of delivery;

changes in applicable laws, regulations and regulatory policies;

delays or failure in reaching agreement on acceptable terms in clinical trial contracts or protocols with prospective CROs, clinical trial sites and other third-party contractors;

inability to add a sufficient number of clinical trial sites;

uncertainty regarding proper formulation and dosing;

failure by us, our employees, our CROs or their employees or other third-party contractors to comply with contractual and applicable regulatory requirements or to perform their services in a timely or acceptable manner;

failure by us, our employees, our CROs or their employees or any partner with which we may collaborate or their employees to comply with applicable FDA or other regulatory requirements relating to the conduct of clinical trials or the handling, storage, security and recordkeeping for drug and biologic products;

scheduling conflicts with participating clinicians and clinical institutions;

failure to design appropriate clinical trial protocols;

insufficient data to support regulatory approval;

inability or unwillingness of medical investigators to follow our clinical protocols;

difficulty in maintaining contact with subjects during or after treatment, which may result in incomplete data.

In the case of our topical product candidates, we are seeking to deliver sufficient concentrations of the active pharmaceutical ingredient, or API, through the skin barrier to the targeted dermal tissue to achieve the intended therapeutic effect.

As a result, safety and efficacy can be difficult to establish.

The topical route of administration may involve new formulations and dosage forms, which can be difficult to develop and manufacture and may raise novel regulatory issues and result in development or review delays.

For example, the API for XYNGARI™ is a milled sponge powder, and we are not aware of previous FDA approvals of sponges as a prescription drug.

We or any partner with which we may collaborate may suffer significant setbacks in our clinical trials similar to the experience of a number of other companies in the pharmaceutical and biotechnology industries, even after receiving promising results in earlier trials.

In the event that we or our potential partners abandon or are delayed in the clinical development efforts related to our product candidates, we may not be able to execute on our business plan effectively and our business, financial condition, operating results and prospects would be harmed.

Moreover, the development of our product candidates may be delayed by other events beyond our control.

For example, action by the Trump administration to limit federal agency budgets or personnel, may result in reductions to the FDA’s budget, employees, and operations, which may lead to slower response times and longer review periods, potentially affecting our ability to progress development of our product candidates or obtain regulatory approval for our product candidates.

Our industry is subject to extensive regulatory obligations and policies that may be subject to change, including due to judicial challenges.

pharmaceutical industry is highly regulated and subject to frequent and substantial changes, including as a result of new judicial or governmental actions.

Legislative and regulatory agendas as they relate to the pharmaceutical industry are currently uncertain.

Changes in the regulatory approval process, or substantial reductions in the personnel who oversee that process, could affect our ability to obtain regulatory approval for our product candidates or the timeline in which we can obtain that approval.

We and/or our current and future third party collaborators may rely on government programs or agencies, such as the National Institutes for Health (“NIH), as a source of grant funding for scientific research relevant to our product candidates.

Funding from government agencies such as the NIH can fluctuate and is subject to the political process, which is often unpredictable.

Reductions in NIH grants to us or our third party collaborators may adversely impact our ability to develop our existing product candidates and our ability to identify new product candidates.

In addition, on June 28, 2024, the U.S.

Supreme Court issued an opinion holding that courts reviewing agency action pursuant to the Administrative Procedure Act “must exercise their independent judgment” and “may not defer to an agency interpretation of the law simply because a statute is ambiguous.” The decision could have a significant impact on how lower courts evaluate challenges to agency interpretations of law, including those by the FDA and other agencies with significant oversight of the pharmaceutical industry.

The new framework may increase both the frequency of such challenges and their odds of success by eliminating one way in which the government previously prevailed in such cases.

As a result, significant regulatory policies could be subject to increased litigation and judicial scrutiny.

We cannot predict how other future federal or state legislative or administrative changes relating to healthcare reform or the pharmaceutical industry, or the regulatory agencies that oversee the pharmaceutical industry, will affect our business.

We face risks related to public health emergencies, epidemics and other outbreaks of communicable diseases, which could significantly disrupt our operations, including our clinical trials and preclinical studies, and adversely affect our business and results of operations.

Public health crises, could have an adverse effect our business.

Quarantines, travel restrictions and other public health and safety measures implemented in response to a pandemic, including a resurgence of COVID-19, could adversely impact our operations, and the ultimate impact is highly uncertain and cannot be predicted with confidence.

Effects of a pandemic, including a resurgence of COVID-19, that may delay or otherwise adversely affect our ongoing and planned preclinical activities, our planned clinical trials as well as our business generally, include:

delays related to disruptions at CROs and contract manufacturers, or in the supply chain;

delays in receiving approval from regulatory authorities to initiate our planned clinical trials;

delays or difficulties in clinical site initiation, including difficulties in recruiting clinical site investigators and clinical site staff who, as healthcare providers, may have heightened exposure;

delays or difficulties in enrolling and retaining patients in clinical trials;

delays in clinical sites receiving the supplies and materials needed to conduct our planned clinical trials;

difficulties interpreting data from clinical trials;

diversion of healthcare resources away from the conduct of clinical trials;

interruption of key clinical trial activities, such as clinical trial site monitoring, due to limitations on travel imposed or recommended by federal or state governments, employers and others;

interruption or delays in the operations of the FDA or other regulatory authorities, which may impact review and approval timelines;

and interruptions, difficulties or delays arising in our existing operations and company culture as a result of many of our employees working remotely.

Any of these effects, and other effects of a pandemic, including a resurgence of COVID-19, could have a material adverse effect on our business, financial condition, results of operations and prospects.

Further, uncertainty around these and related issues could lead to adverse effects on the economy of the United States, Canada, and other economies, which could impact our ability to raise the necessary capital needed to develop and commercialize our programs and product candidates.

Changes in methods of product candidate manufacturing or formulation may result in additional costs or delay.

As product candidates proceed through preclinical studies to late-stage clinical trials towards potential approval and commercialization, it is common that various aspects of the development program, such as manufacturing methods and formulation, are altered along the way in an effort to optimize processes and results.

Such changes carry the risk that they will not achieve these intended objectives.

Any of these changes could cause our product candidates to perform differently and affect the results of planned clinical trials or other future clinical trials conducted with the altered materials.

Such changes may also require additional testing, FDA notification or FDA approval.

This could delay completion of clinical trials, require the conduct of bridging clinical trials or the repetition of one or more clinical trials.

Approval may be delayed or denied because we cannot satisfy FDA’s Chemistry, Manufacturing and Control Requirements.

Formulation and manufacturing of drugs is another important step in development.

Our applications must include information about the chemistry and physical characteristics of our products, and we must demonstrate that we have a reliable process for manufacturing the products in commercial quantities in accordance with FDA’s current Good Manufacturing Practices (“cGMP”) requirements.

The manufacturing process must consistently produce quality batches of the product, and, among other things, the manufacturer must develop methods for testing the identity, strength, quality, and purity of the final product.

In addition, appropriate packaging must be selected and tested, and stability studies must be conducted to demonstrate the effectiveness of the packaging and that the compound does not undergo unacceptable deterioration over its shelf life.

If we are unable to successfully complete any of these complex steps, approval of our product candidates may be delayed or denied.

We may be unable to obtain regulatory approval for XYNGARI™, or our other early-stage product candidates under applicable regulatory requirements.

The FDA and foreign regulatory bodies have substantial discretion in the approval process, including the ability to delay, limit or deny approval of product candidates.

The delay, limitation or denial of any regulatory approval would adversely impact commercialization, our potential to generate revenue, our business and our operating results.

We currently have no products approved for sale, and we may never obtain regulatory approval to commercialize any of our current or future product candidates.

The research, testing, manufacturing, safety surveillance, efficacy, quality control, recordkeeping, labeling, packaging, storage, approval, sale, marketing, distribution, import, export, and reporting of safety and other post-market information related to our drug products are subject to extensive regulation by the FDA and other regulatory authorities in the United States and in foreign countries, and such regulations differ from country to country.

We are not permitted to market any of our current product candidates in the United States until we receive approval of a new drug application, or NDA, or other applicable regulatory filing from the FDA.

We are also not permitted to market any of our current product candidates in any foreign countries until we or our partners receive the requisite approval from the applicable regulatory authorities of such countries.

To gain approval to market a new drug such as XYNGARI™ or DMT410, the FDA and/or foreign regulatory authorities must receive, among other things, preclinical and clinical data that adequately demonstrate the safety, purity, potency, efficacy and compliant manufacturing of the drug product for the intended indication applied for in an NDA, or other applicable regulatory filing.

The development and approval of a product derived from a natural source and new drug products involves a long, expensive and uncertain process, and delay or failure can occur at any stage.

A number of companies in the pharmaceutical and biopharmaceutical industry have suffered significant setbacks in nonclinical development, clinical trials, including in Phase 3 clinical development, even after promising results in earlier preclinical studies or clinical trials.

These setbacks have been caused by, among other things, findings made while clinical trials were underway and safety or efficacy observations made in clinical trials, including previously unreported adverse events.

Success in clinical trials does not ensure that later clinical trials will be successful, or that nonclinical studies will be successful.

The results of clinical trials by other parties may not be indicative of the results in trials we or our partners may conduct.

For example, for XYNGARI™, the results of our Phase 2a and Phase 2b clinical trials may not accurately predict results of the ongoing Phase 3 clinical trials that have a larger number of patients.

Nor will the human safety data collected from our Phase 2a and Phase 2b clinical trial predict the outcome of our pharmacokinetic plan.

The FDA and foreign regulatory bodies have substantial discretion in the drug approval process, including the ability to delay, limit or deny approval of product candidates for many reasons.

The FDA or the applicable foreign regulatory body may:

disagree with the design or implementation of one or more clinical trials;

not deem a product candidate safe and effective for its proposed indication, or may deem a product candidate’s safety or other perceived risks to outweigh its clinical or other benefits;

not find the data from preclinical studies and clinical trials sufficient to support approval, or the results of clinical trials may not meet the level of statistical or clinical significance required by the FDA or the applicable foreign regulatory body for approval;

disagree with our interpretation of data from preclinical studies or clinical trials performed by us or third parties, or with the interpretation of any partner with which we may collaborate;

determine the data collected from clinical trials may not be sufficient to support the submission of an NDA, or other applicable regulatory filing;

require additional preclinical studies or clinical trials;

identify deficiencies in the formulation, quality control, labeling or specifications of our current or future product candidates;

require clinical trials in pediatric patients in order to establish pharmacokinetics or safety for this more drug-sensitive population;

grant approval contingent on the performance of costly additional post-approval clinical trials;

approve our current or any future product candidates for a more limited indication or a narrower patient population than we originally requested or with strong warnings that may affect marketability;

not approve the labeling that we believe is necessary or desirable for the successful commercialization of our product candidates;

not approve of the manufacturing processes, controls or facilities of third-party manufacturers or testing labs with which we contract;

consider our products a device instead of a drug requiring a different approval process and manufacturing needs;

consider one of our products a combination product instead of a singular drug requiring additional clinical trials or increased number of patients per study, or

change its approval policies or adopt new regulations in a manner rendering our clinical data or regulatory filings insufficient for approval.

There have been only three products approved by the FDA under the botanical guidance.

Each of these products’ active ingredient was derived from the extract of a plant(s).

Further, none of the products were approved for the indication of acne.

While freshwater sponges, such as Spongilla , are technically animals, FDA has allowed us to reference the botanical guidance for raw material quality control relating to the manufacturing of the drug product.

We do not know how any other regulatory authority will treat XYNGARI™ for their approval process.

In addition, the FDA or other regulatory authorities may change their policies, issue additional regulations or revise existing regulations or take other actions, which may prevent or delay approval of our future products under development on a timely basis.

Such policy or regulatory changes could impose additional requirements upon us that could delay our ability to obtain approvals, increase the costs of compliance or restrict our ability to maintain any marketing authorizations we may have obtained.

Any delay, limitation or denial in any applicable regulatory approval for any of our product candidates would delay or adversely impact commercialization of our product candidates and would harm our business, financial condition, operating results and prospects.

We have completed enrollment of our first Phase 3 clinical trials for XYNGARI™, but that does not guarantee successful completion.

We may be unable to successfully complete it or any future clinical trials.

The conduct of a Phase 3 clinical program is a complicated process.

Although members of our management team have conducted Phase 3 clinical trials in the past while employed at other companies, we as a company have not conducted a Phase 3 clinical trial before, and as a result may require more time and incur greater costs than we anticipate.

Failure to include the correct treatment regimen, complete, or delays in, our Phase 3 clinical trials, could prevent us from or delay us in commencing future clinical trials for XYNGARI™, obtaining regulatory approval of and commercializing our product candidates, which would adversely impact our financial performance.

In addition, some of our competitors are currently conducting clinical trials for product candidates that treat the same indications as XYNGARI™, and patients who are otherwise eligible for our clinical trials may instead enroll in clinical trials of our competitors’ product candidates.

Patient enrollment is affected by other factors including:

the severity of the disease under investigation;

the eligibility criteria for the study in question;

the perceived risks and benefits of the product candidate under study;

the efforts to facilitate timely enrollment in clinical trials;

the patient referral practices of physicians;

he ability to monitor patients adequately during and after treatment;

the proximity and availability of clinical trial sites for prospective patients;

factors we may not be able to control, such as potential pandemics that may limit subjects, principal investigators or staff or clinical site availability (e.g., a resurgence of COVID-19).

Even if our current product candidates or any future product candidates obtain regulatory approval, they may fail to achieve the broad degree of physician and patient adoption and use necessary for commercial success.

The commercial success of any of our current or future product candidates, if approved, will depend significantly on the broad adoption and use of the resulting product by physicians, patients and payors for approved indications, and may not be commercially successful.

The degree and rate of adoption of our current or future product candidates, if approved, will depend on a number of factors, including:

the clinical indications for which the product is approved and patient demand for approved products that treat those indications;

the effectiveness of our product as compared to other available therapies;

the availability of coverage and adequate reimbursement from managed care plans and other healthcare payors for any of our product candidates that may be approved;

the cost of treatment with our product candidates in relation to alternative treatments and willingness to pay for the product, if approved, on the part of patients;

acceptance by physicians, major operators of clinics and patients of the product as a safe and effective treatment;

physician and patient willingness to adopt a new therapy, including for XYNGARI™ , a sponge product, over other available therapies to treat approved indications;

patients’ perception of a product derived from a freshwater sponge as one for which will provide medical treatment;

overcoming any biases physicians or patients may have toward particular therapies for the treatment of approved indications;

proper training and administration of our product candidates by physicians and medical staff;

patient satisfaction with the results and administration of our product candidates and overall treatment experience;

the willingness of patients to pay for certain of our product candidates relative to other discretionary items, especially during economically challenging times;

the revenue and profitability that our product candidate may offer a physician as compared to alternative therapies;

the prevalence and severity of any side effects of our product candidates;

limitations or warnings contained in the FDA-approved labeling for our product candidates;

any FDA requirement to undertake a risk evaluation and mitigation strategy, or REMS;

the effectiveness of our sales, marketing and distribution efforts;

our ability to maintain sufficient quantities of supply to meet demand;

adverse publicity about our product candidates or favorable publicity about competitive products;

potential product liability claims.

If any of our current or future product candidates are approved for use but fail to achieve the broad degree of physician and patient adoption necessary for commercial success, our operating results and financial condition will be adversely affected, which may delay, prevent or limit our ability to generate revenue and continue our business.

We intend to seek NCE exclusivity for XYNGARI™ and future product candidates, and we may be unsuccessful in obtaining such exclusivity.

As part of our business strategy, we intend to seek new chemical entity, or NCE, exclusivity for XYNGARI™ or future product candidates.

In the United States, a pharmaceutical manufacturer may obtain five years of non-patent exclusivity upon NDA approval of an NCE which is a drug that contains an active moiety that has not been approved by the FDA in any other NDA.

An “active moiety” is defined as the molecule or ion responsible for the drug substance’s physiological or pharmacologic action.

During the five-year exclusivity period, the FDA cannot accept for filing any ANDA seeking approval of a generic version of that drug or any 505(b)(2) NDA for the same active moiety and that relies on the FDA’s findings regarding that drug, except that FDA may accept an application for filing after four years if the follow-on applicant makes a paragraph IV certification.

This exclusivity period may be extended by an additional six months if certain requirements are met to qualify the product for pediatric exclusivity, including the receipt of a written request from the FDA that we conduct certain pediatric studies, the submission of study reports from such studies to the FDA after receipt of the written request and satisfaction of the conditions specified in the written request.

We believe that XYNGARI™ constitutes an NCE and should be eligible for NCE exclusivity.

However, we may be unable to successfully obtain such exclusivity, and if any of our competitors obtains FDA approval of an NDA for a similar drug product before we do, they, and not us, may be eligible for NCE exclusivity.

If we do not obtain NCE exclusivity for XYNGARI™, or if a competitor obtains NCE exclusivity for a similar product before we submit and receive approval of an NDA for XYNGARI™, our ability to commence sales and generate revenue would be adversely affected.

Our product candidates, if approved, will face significant competition and our failure to effectively compete may prevent us from achieving significant market penetration.

The pharmaceutical industry is characterized by rapidly advancing technologies, intense competition and a strong emphasis on developing proprietary therapeutics.

Numerous pharmaceutical companies, generic drug companies, biotechnology companies, cosmetic companies and academic and research institutions are engaged in the development, patenting, manufacturing and marketing of health care products competitive with those that we are developing, including but not limited to LEO Pharma, Journey Medical, VYNE Therapeutics, Galderma, Sun Pharmaceuticals Ltd., Sol-Gel, Arcutis Biotherapeutics, Arena Pharmaceuticals, Amgen, AbbVie, Bristol Meyers Squib, Pfizer, and others.

Many of our competitors have greater financial resources, marketing capabilities, sales forces, manufacturing capabilities, research and development capabilities, clinical trial expertise, intellectual property portfolios, experience in obtaining patents and regulatory approvals for product candidates and other resources than us.

Some of the companies that offer competing products also have a broad range of other product offerings, large direct sales forces and long-term customer relationships with our target physicians, which could inhibit our market penetration efforts.

In addition, certain of our product candidates, if approved, may compete with other dermatological products, including over-the-counter treatments, for a share of some patients’ discretionary budgets and for physicians’ attention within their clinical practices.

We anticipate that, if we obtain regulatory approval of our product candidates, we will face significant competition from other approved therapies.

If approved, our product candidates may also compete with unregulated, unapproved, off-label, and over the counter treatments.

Certain of our product candidates, if approved, will present novel therapeutic approaches for the approved indications and will have to compete with existing therapies, some of which are widely known and accepted by physicians and patients.

To compete successfully in this market, we will have to demonstrate that the relative cost, safety and efficacy of our approved products, if any, provide an attractive alternative to existing and other new therapies.

Such competition could lead to reduced market share for our product candidates and contribute to downward pressure on the pricing of our product candidates, which could harm our business, financial condition, operating results and prospects.

In an inflationary

environment, cost increases may outpace our expectations, causing us to use our cash and other liquid assets faster than forecasted.

If this happens, we may need to raise additional capital to fund our operations, which may not be available in sufficient amounts or

on reasonable terms, if at all, sooner than expected.

to our distribution operations could adversely affect our ability to deliver our products to consumers and customers.

ability to receive inventory and deliver products to distributors, customers, and consumers on a timely basis depends on the proper functioning

of our manufacturing, supplier, and distribution operations, and interruptions or delays in these operations could adversely affect our

business, results of operations, or financial condition.

Distribution disruptions can occur for many reasons, including manufacturing

or supplier disruptions, labor disputes or shortages, concentration or insolvency of distributors or logistics providers, site-specific

incidents, natural disasters, political unrest, terrorist attacks, cybersecurity incidents, epidemics, pandemics, other unfavorable economic

or market conditions, trade embargoes, customs and tax requirements and similar factors, increases in transportation or shipping costs,

issues with overseas shipments, reductions in the transportation capacity of carriers, disruptions to transportation infrastructure,

and other unexpected delivery interruptions or delays.

We are also subject to risks of damage to, or loss of, our products while they

are stored in our warehousing facilities or being delivered by our shipping vendors.

Distributors, customers, and consumers rely on timely

receipt of our products and any repeated, intermittent or long-term disruption to, or failure of, the operations of our warehousing and

distribution facilities could lead to lower sales and profitability, excess inventory, reputational damage or loss of loyalty to our

In addition, as we continue to grow our business, we may need to continue to update or expand our warehousing and distribution

facilities, which may require significant amounts of capital, or engage additional third-party distributors and shipping vendors, which

may increase the risks to our business associated with reliance on third parties.

global conditions, including economic uncertainty, may negatively impact our financial results.

conditions, dislocations in the financial markets, any negative financial impacts affecting United States as a result of tax reform or

changes to existing trade agreements or tax conventions, may adversely impact our business.

addition, the global macroeconomic environment could be negatively affected by, among other things, public health emergencies, pandemics

or epidemics, instability in global economic markets, increased U.S.

trade tariffs and trade disputes with other countries and any resulting

trade wars, instability in the global credit markets, supply chain weaknesses, instability in the geopolitical environment as a result

of the withdrawal of the United Kingdom from the European Union, the war between Russia and Ukraine, the ongoing conflicts in the Middle

East, and other political tensions, and foreign governmental debt concerns.

Such challenges have caused, and may continue to cause, uncertainty

and instability in local economies and in global financial markets.

related to the skincare industry

shift from an Rx regulatory framework to OTC monograph pathways could introduce significant regulatory risks that could delay or prevent

product launches, require reformulation or relabeling, restrict indications or target populations, and materially increase costs.

prescription drugs, OTC products must be shown to be safe and effective for consumer self-selection and self-use without a healthcare

professional’s supervision.

For products marketed under the OTC monograph system (implemented through FDA administrative orders),

our products must meet all applicable conditions for “generally recognized as safe and effective” (“GRASE”),

including specific active ingredients, indications, strengths, dosage forms, dosing intervals, age ranges, warnings, and Drug Facts Labeling.

If any aspect of our product(s)—such as an active ingredient, indication, combination of actives, strength, dosage form, route

of administration, dosing directions, or age range—falls outside the applicable monograph conditions, we may be required to reformulate,

relabel, narrow the intended population or indications, or submit a request for an amended administrative order supported by additional

FDA may decline to modify the relevant administrative order, require more data than we anticipate, or take longer than expected

to act on a request, any of which could delay launches or prevent us from marketing the product as designed.

Evolving FDA orders or compliance

sweeps, including changes to impurity limits (such as nitrosamines), new contraindications or age restrictions, or additional warnings,

can also emerge late in development and force unplanned reformulation, relabeling, or withdrawal—resulting in write-offs of packaging

or finished goods, extensions of stability programs, and missed commercialization timelines.

we were pursuing XYNGARI as a prospective candidate for approval under the FDA New Drug Application process, we have since withdrawn

the investigational new drug application for XYNGARI and no longer consider it an investigational product.

While we believe that our

prospective OTC acne kit is distinct from XYNGARI and will comply with the applicable OTC monograph, a form of our Bioneedle and H 2 O 2

will be included as inactive ingredients in our OTC acne kit with no therapeutic claims.

If the FDA determines that either or both substances

are active ingredients in our OTC acne kit, our OTC acne kit will not fit within the OTC monograph and we may have to reformulate the

kit or could be subject to enforcement action for marketing an unapproved new drug, which could result in consequences, including, but

not limited to, a warning letter, product seizure, and/or civil or criminal penalties.

For products that do not fit within an OTC monograph or for which we

seek novel claims, actives, or conditions of use, we may pursue an OTC NDA.

OTC NDAs generally require consumer behavior evidence that

differs from Rx approvals, including label comprehension, self-selection, and, in many cases, actual use studies, as well as human factors

and packaging usability validation.

If study participants misinterpret labeling, fail to self-select appropriately, make dosing errors,

or misuse the product, we may need multiple iterative cycles of label revisions, packaging or device redesign, and retesting.

may also require additional clinical or post marketing safety data to support broader, unsupervised consumer use;

impose narrower indications,

higher minimum ages, or dosing restrictions;

or convene advisory committee review—all of which can delay approval or materially

diminish the commercial viability of the product.

of these regulatory dynamics—alone or in combination—could delay or prevent product launches, require us to reformulate,

relabel, restrict indications or target populations, write off inventory and packaging, expand study programs, or incur greater user

fees and manufacturing costs.

If we are unable to timely secure applicable administrative orders or if chosen, OTC NDA approvals, on

commercially acceptable terms, or if we must significantly alter our products, labeling, or packaging to meet OTC requirements, our development

timelines, revenue prospects, operating margins, inventory levels, and relationships with customers and channel partners could be materially

adversely affected.

skincare industry is highly competitive, and if we are unable to compete effectively, our results will suffer.

skincare industry is highly competitive and can rapidly change due to consumer preferences and industry trends, such as the expansion

of digital channels, DTC channels, new “disruptor” brands, and advances in technology such as artificial intelligence (“AI”).

We face vigorous competition from companies throughout the world, including large multinational consumer products companies that have

many skincare brands under ownership and standalone skincare brands, including those that may target the latest trends or specific distribution

Competition in the skincare industry is based on the introduction of new products, pricing of products, quality of products

and packaging, brand awareness, perceived value and quality, innovation, in-store presence and visibility, promotional activities, advertising,

editorials, e-commerce and mobile-commerce initiatives and other activities.

We must compete with a high volume of new product introductions

as well as existing products by diverse companies across several different distribution channels.

of the multinational consumer companies that we compete with have greater financial, technical or marketing resources, longer operating

histories, greater brand recognition or larger customer bases than we do and may be able to respond more effectively to changing business

and economic conditions than we can.

Our competitors may attempt to gain market share by offering products at prices at or below the

prices at which our products are typically offered, including through the use of large percentage discounts.

Competitive pricing may

require us to reduce our prices, which would decrease our profitability or result in lost sales.

Our competitors may be better able to

withstand these price reductions and lost sales.

is difficult to predict the timing and scale of our competitors’ activities or whether new competitors will emerge in the skincare

In recent years, numerous online, “indie” and influencer-backed beauty health companies have emerged and garnered

significant followings.

Further technological breakthroughs, including new and enhanced technologies that increase competition in the

online retail market, new product offerings by competitors and the strength and success of our competitors’ marketing programs

may impede our growth and the implementation of our business strategy.

ability to compete depends on the continued strength of our brand and products, the success of marketing, innovation and execution strategies,

the continued diversity of product offerings, the successful management of new product introductions and innovations, strong operational

execution, including in order fulfillment, and success in entering new markets and expanding our business in existing geographies.

we are unable to continue to compete effectively, it could have a material adverse effect on our business, financial condition and results

of operations.

For more information about the competition we face, see “Business—Competition.”

Due to less stringent regulatory requirements in certain foreign countries, there are many more dermatological products and procedures available for use in those international markets than are approved for use in the United States.

In certain international markets, there are also fewer limitations on the claims that our competitors can make about the effectiveness of their products and the manner in which they can market them.

As a result, we expect to face more competition in these markets than in the United States.

We expect to face generic or similar type of product competition for our product candidates, which could adversely affect our business, financial condition, operating results and prospects.

Upon the expiration or loss of any patent protection for any of our product candidates that are approved, or upon the “at-risk” launch, despite pending patent infringement litigation against the generic product or its equivalent, by a generic competitor of a generic version of any of our product candidates that are approved, which may be sold at significantly lower prices than our approved product candidates, we could lose a significant portion of sales of that product in a short period of time, which would adversely affect our business, financial condition, operating results and prospects.

It is unknown how the FDA or any regulatory authority will view an attempted generic version of XYNGARI™ because it is derived from a natural material that refers to principles of the botanical guidance.

There are no currently approved generic versions of a natural product on the market and no FDA guidelines on the approval process for a generic version of a natural product.

Therefore, it is unknown how difficult it will be for a generic version of a natural product to be approved for commercial sale in the United States.

It is unclear whether the FDA will view Spongilla lacustris or a similar sponge species that is harvested from a different location than XYNGARI™ raw material is harvested as identical to XYNGARI™ raw material and therefore could follow the generic pathway to approval.

Any product candidates that we commercialize, or that any partner with which we may collaborate commercializes, will be subject to ongoing and continued regulatory review.

Even after we or our partners achieve U.S.

regulatory approval for a product candidate, if any, we or our partners will be subject to continued regulatory review and compliance obligations.

For example, with respect to our product candidates, the FDA may impose significant restrictions on the approved indicated uses for which the product may be marketed or on the conditions of approval.

A product candidate’s approval may contain requirements for potentially costly post-approval studies and surveillance, including Phase 4 clinical trials or a REMS, to monitor the safety and efficacy of the product.

We will also be subject to ongoing FDA obligations and continued regulatory review with respect to, among other things, the manufacturing, processing, labeling, packaging, distribution, adverse event reporting, storage, advertising, promotion and recordkeeping for our product candidates.

These requirements include submissions of safety and other post-marketing information and reports, registration, as well as continued compliance with cGMP requirements, with the FDA’s good clinical practice, or GCP, or good agricultural and collections practices, or GACP, requirements and good laboratory practice, or GLP, requirements, which are regulations and guidelines enforced by the FDA for all of our product candidates in clinical and preclinical development, and for any clinical trials that we conduct post-approval.

To the extent that a product candidate is approved for sale in other countries, we may be subject to similar restrictions and requirements imposed by laws and government regulators in those countries.

If we, our partners, our product candidates or the manufacturing facilities for our product candidates fail to comply with applicable regulatory requirements, a regulatory agency may:

impose restrictions on the marketing or manufacturing of the product, suspend or withdraw product approvals or revoke necessary licenses;

mandate modifications to promotional materials or require us to provide corrective information to healthcare practitioners;

require us or our partners to enter into a consent decree, which can include imposition of various fines, reimbursements for inspection costs, required due dates for specific actions and penalties for noncompliance;

issue warning letters, show cause notices or untitled letters describing alleged violations, which may be publicly available;

commence criminal investigations and prosecutions;

impose injunctions, suspensions or revocations of necessary approvals or other licenses;

impose other civil or criminal penalties;

suspend any ongoing clinical trials;

delay or refuse to approve pending applications or supplements to approved applications filed by us or our potential partners;

refuse to permit drugs or precursor chemicals to be imported or exported to or from the United States;

suspend or impose restrictions on operations, including costly new manufacturing requirements;

seize or detain products or require us or our partners to initiate a product recall.

The regulations, policies or guidance of the FDA and other applicable government agencies may change and new or additional statutes or government regulations may be enacted that could prevent or delay regulatory approval of our product candidates or further restrict or regulate post-approval activities.

We cannot predict the likelihood, nature or extent of adverse government regulation that may arise from future legislation or administrative action, either in the United States or abroad.

If we are not able to achieve and maintain regulatory compliance, we may not be permitted to market our product candidates, which would adversely affect our ability to generate revenue and achieve or maintain profitability.

We may in the future conduct clinical trials for our product candidates outside the United States and the FDA and applicable foreign regulatory authorities may not accept data from such trials.

We are currently and may in the future choose to conduct one or more of our clinical trials outside the United States, including in Canada, Europe and South America.

Although the FDA or applicable foreign regulatory authority may accept data from clinical trials conducted outside the United States or the applicable jurisdiction, acceptance of such study data by the FDA or applicable foreign regulatory authority may be subject to certain conditions.

Where data from foreign clinical trials are intended to serve as the basis for marketing approval in the United States, the FDA will not approve the application on the basis of foreign data alone unless those data are applicable to the U.S.

population and U.S.

medical practice;

the studies were performed by clinical investigators of recognized competence;

and the data are considered valid without the need for an on-site inspection by the FDA or, if the FDA considers such an inspection to be necessary, the FDA is able to validate the data through an on-site inspection or other appropriate means.

Many foreign regulatory bodies have similar requirements.

In addition, such foreign studies would be subject to the applicable local laws of the foreign jurisdictions where the studies are conducted.

There can be no assurance the FDA or applicable foreign regulatory authority will accept data from trials conducted outside of the United States or the applicable jurisdiction.

If the FDA or applicable foreign regulatory authority does not accept such data, it would likely result in the need for additional trials, which would be costly and time-consuming and delay aspects of our business plan.

Our product candidates may cause undesirable side effects or have other unexpected properties that could delay or prevent their regulatory approval, limit the commercial profile of an approved label or result in post-approval regulatory action.

Unforeseen side effects from any of our product candidates could arise either during clinical development or, if approved, after the approved product has been marketed.

Undesirable side effects caused by product candidates could cause us, any partners with which we may collaborate or regulatory authorities to interrupt, modify, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or comparable foreign authorities.

Results of clinical trials could reveal a high and unacceptable severity and prevalence of side effects.

In such an event, trials could be suspended or terminated and the FDA or comparable foreign regulatory authorities could order us, or our potential partners, to cease further development of or deny approval of product candidates for any or all targeted indications.

The drug-related side effects could affect patient recruitment or the ability of enrolled patients to complete the trial or result in product liability claims.

Any of these occurrences may harm our business, financial condition, operating results and prospects.

Additionally, if we or others identify undesirable side effects, or other previously unknown problems, caused by our product candidates after obtaining U.S.

or foreign regulatory approval or other products with the same or related active ingredients, a number of potentially negative consequences could result, including:

regulatory authorities may withdraw their approval of the product;

regulatory authorities may require a recall of the product or we or our potential partners may voluntarily recall a product;

regulatory authorities may require the addition of warnings or contraindications in the product labeling, narrowing of the indication in the product label or field alerts to physicians and pharmacies;

we may be required to create a medication guide outlining the risks of such side effects for distribution to patients or institute a REMS;

we may have limitations on how we promote the product;

we may be required to change the way the product is administered or modify the product in some other way;

the FDA or applicable foreign regulatory authority may require additional clinical trials or costly post-marketing testing and surveillance to monitor the safety or efficacy of the product;

the FDA or applicable foreign regulatory authority may require additional clinical trials or costly post-marketing testing and surveillance to monitor the safety or efficacy of the product

sales of the product may decrease significantly;

we could be sued and held liable for harm caused to patients;

our brand and reputation may suffer.

Any of the above events resulting from undesirable side effects or other previously unknown problems could prevent us or our potential partners from achieving or maintaining market acceptance of the affected product candidate and could substantially increase the costs of commercializing our product candidates.

We may face product liability exposure, and if successful claims are brought against us, we may incur substantial liability if our insurance coverage for those claims is inadequate.

We face an inherent risk of product liability as a result of the clinical testing of our product candidates and will face an even greater risk if we commercialize any products.

This risk exists even if a product is approved for commercial sale by the FDA and manufactured in facilities licensed and regulated by the FDA or an applicable foreign regulatory authority.

Our products and product candidates are designed to affect important bodily functions and processes.

Any side effects, manufacturing defects, misuse or abuse associated with our product candidates could result in injury to a patient or even death.

We cannot offer any assurance that we will not face product liability suits in the future, nor can we assure you that our insurance coverage will be sufficient to cover our liability under any such cases.

In addition, a liability claim may be brought against us even if our product candidates merely appear to have caused an injury.

Product liability claims may be brought against us by consumers, health care providers, pharmaceutical companies or others selling or otherwise coming into contact with our product candidates, among others.

If we cannot successfully defend ourselves against product liability claims we will incur substantial liabilities and reputational harm.

business is dependent on the commercial success and our ability to launch and sell Tome skincare products, including our Foundational

If we are unable to successfully launch, commercialize and sell our Foundational Treatment, our results of operations

and financial condition will be materially harmed.

business and our ability to generate revenue largely depends on our ability to successfully launch, commercialize and sell our Tome Foundational Treatment.

Our ability to generate revenue depends on our ability to manufacture and sell high quality, reliable Foundational Treatment and execute on our commercialization plans, and the size of the market for, and the level of market acceptance

of, our Foundational Treatment.

If our Foundational Treatment are not accepted and adopted by our customers, our

revenue and results of operations will be materially and adversely affected.

new product launch may not be as successful as we anticipate.

skincare industry is driven in part by beauty and skincare trends, which may shift quickly.

Our continued success depends on our ability

to anticipate, gauge and react in a timely and cost-effective manner to changes in consumer preferences for skincare products, consumer

attitudes toward our industry and brand, and where and how consumers shop for and use these products.

We must continually work to develop,

produce and market new products, maintain and enhance the recognition of our brand, maintain a favorable mix of products, and develop

our approach as to how and where we market and sell our products.

have established a process for the development, evaluation and validation of our new product concepts.

Nonetheless, each new product

launch involves risks, as well as the possibility of unexpected results.

For example, the acceptance of new product launches and sales

to our consumers may not be as high as we anticipate, due to lack of acceptance of the products themselves or their price, or limited

effectiveness of our marketing strategies.

In addition, our ability to launch new products may be limited by delays or difficulties affecting

the ability of our suppliers or manufacturers to timely manufacture, distribute and ship new products.

We may also experience a decrease

in sales of certain existing products as a result of newly launched products.

of these occurrences could delay or impede our ability to achieve our sales objectives, which could have a material adverse effect on

our business, financial condition and results of operations.

damage to our reputation or brand may materially and adversely affect our business, financial condition and results of operations.

believe that developing and maintaining our brand is critical and that our financial success is directly dependent on consumer perception

of our brand.

Furthermore, the importance of brand recognition may become even greater as our competitors offer more products that are

similar to our products.

have relatively low brand awareness among consumers when compared to other skincare brands.

Maintaining and enhancing the recognition

and reputation of our brand is, therefore, critical to our business and future growth.

Many factors, some of which are beyond our control,

will impact our ability to maintain and enhance our reputation and brand, including our ability to comply with ethical, social, product,

labor and environmental standards.

Any actual or perceived failure in compliance with such standards could damage our reputation and

growth of our brand also depends largely on our ability to provide a high-quality consumer experience, which in turn depends on our ability

to bring innovative products to the market at competitive prices that respond to consumer demands and preferences.

Our ability to provide

a high-quality consumer experience will depend, in part, on our ability to provide a reliable and user-friendly website interface and

mobile applications for our consumers to browse and purchase products on our e-commerce websites.

success of our brand may also suffer if our marketing plans or product initiatives do not have the desired impact on our brand’s

image or our ability to attract consumers.

Further, our brand value could diminish significantly due to a number of factors, including

consumer perception that we have acted in an irresponsible manner, adverse publicity about our products, failure to maintain product

quality, product contamination, the failure to deliver consistently positive consumer experiences, or our products becoming unavailable

to consumers.

we are unable to preserve our reputation, enhance brand recognition and increase positive awareness of our products and Internet platforms,

it may be difficult for us to maintain and grow our consumer base, and our business, financial condition and results of operations may

be materially and adversely affected.

success depends, in part, on the quality, efficacy and safety of our products.

loss of confidence on the part of consumers in our products or in the ingredients used in or with our products, whether related to product

contamination, truthfulness of the claims, product safety or quality failures (actual or perceived), inclusion of unlawful ingredients,

or for any other reason, could tarnish the image of our brand and could cause consumers to choose other products.

Allegations regarding

any of the above, even if untrue, may require us to expend significant time and resources investigating and responding to such allegations

and could, from time to time, result in a recall or market withdrawal of a product from any or all of the markets in which the affected

product was distributed.

Any such issues or recalls could negatively affect our profitability and brand image.

Following such recall

or market withdrawal, we may decide to voluntarily or regulatory agencies may require us to implement a remedial plan or a set of corrective

actions that require a significant investment of resources.

Such events may result in potential disputes with our customers, vendors,

or other third parties, resulting in significant expenditure of related fees and costs, loss of key relationships, and/or damage to our

brand value and reputation.

In addition, government authorities and self-regulatory bodies regulate advertising and product claims regarding

the performance and benefits of our products.

These regulatory authorities typically require a reasonable basis to support any marketing

What constitutes a reasonable basis for substantiation can vary widely based on geography, and the efforts that we undertake

to support our claims may not be deemed adequate for any particular product or claim.

If we are unable to show adequate substantiation

for our product claims, or our promotional materials make claims that exceed the scope of allowed claims for the classification of the

specific product, regulatory authorities could take enforcement action or impose penalties, such as monetary consumer redress, requiring

us to revise our marketing materials, amend our claims, or stop selling certain products.

and/or our products may become subject to regulatory enforcement actions or civil litigation.

We could lose sales or market share or

become subject to boycotts or liability claims.

In addition, third parties may sell counterfeit versions of some of our products.

counterfeit products may pose safety risks and they may fail to meet consumers’ expectations regarding our products’ safety

and quality, resulting in damage to our reputation and business.

Any of these outcomes could result in a material adverse effect on our

business, financial condition and results of operations.

illegal distribution and sale by third parties of counterfeit versions of our products or the unauthorized diversion by third parties

of our products could have an adverse effect on our net sales and a negative impact on our reputation and business.

parties may illegally distribute and sell counterfeit versions of our products.

We believe these counterfeit products would be inferior

to our authentic products and could pose safety risks that our authentic products would not otherwise present to consumers or our customers.

Our customers and consumers could confuse counterfeit products with our authentic products, which could damage or diminish the image,

reputation, and value of our brand and cause our customers and consumers to refrain from purchasing our products in the future.

sold to aestheticians are meant to be sold to and used by such aestheticians.

Our products have been and may continue to be sold to sales

outlets other than the intended party.

Diverted products sold in such unapproved outlets may impact our customers’ and consumers’

perception of the nature of our products.

Further, in some instances, these diverted products may be old, damaged, or otherwise adulterated.

Diversion may result in lower net sales of our products if our customers purchase diverted products or choose to purchase products manufactured

or sold by our competitors because of any perceived damage or diminishment to the image, reputation, or value of our brand resulting

from such diversion.

for our products may not increase as rapidly as we anticipate due to a variety of factors, including a weakness in general economic conditions

and resistance to non-traditional treatment methods.

spending habits are affected by, among other things, prevailing economic conditions, levels of employment, salaries and wage rates, consumer

confidence and consumer perception of economic conditions.

A general slowdown in the U.S.

economy and certain international economies

or an uncertain economic outlook could adversely affect consumer spending habits which may, among other things, result in reduced patient

traffic in dermatology or internal medicine offices and in medical spa facilities and spa facilities, a reduction in consumer spending

on elective, non-urgent or higher value treatments, such as those offered by us, or a reduction in the demand for esthetic services generally,

each of which could have a material adverse effect on our sales and operating results.

Weakness in the global economy results in a challenging

environment for selling esthetic technologies.

Increased market acceptance of all of our products and treatments will depend in part

upon the recommendations of medical and esthetics professionals, as well as other factors including effectiveness, safety, ease of use,

reliability, esthetics and price compared to competing products and treatment methods.

may experience declines in average selling prices of our products which may decrease our net revenues.

provide subscription-based discount programs to customers.

In addition, we sell a number of products at different list prices that also

differ based on regions and or country.

Our selling prices could be adversely affected:

if we change our subscription-based discount

if we introduce any price reductions or consumer rebate programs;

if we expand our discount programs or participation in these

programs increases;

if our critical accounting estimates materially differ from actual behavior or results;

or if our geographic, channel,

or product mix shifts to lower priced products or to products that have a higher percentage of deferred revenue.

Additionally, in response

to a pandemic or any resurgence of such pandemic, as a result of a new variant or otherwise, we may find the need to discount the prices

of our products to facilitate sales in uncertain times.

Were any of the foregoing to occur, our net revenues, gross profit, gross margin

and net income may be reduced.

related to our growth and profitability

may not be able to successfully implement our growth strategy.

future growth, profitability and cash flows depend upon our ability to successfully implement our business strategy, which, in turn,

is dependent upon a number of key initiatives, including our ability to:

demand in the brand;

consumer awareness of our products;

in our providers and digital capabilities;

the necessary cost savings to help fund our marketing and digital investments;

strategic extensions that can leverage our strengths and bring new capabilities.

can be no assurance that we can successfully achieve any or all of the above initiatives in the manner or time period that we expect.

Further, achieving these objectives will require investments that may result in short-term cost increases with net sales materializing

on a longer-term horizon and therefore may be dilutive to earnings.

We cannot provide any assurance that we will realize, in full or

in part, the anticipated benefits we expect our strategy will achieve.

The failure to realize those benefits could have a material adverse

effect on our business, financial condition and results of operations.

growth and profitability are dependent on a number of factors.

may be unsuccessful in executing our growth strategy, and even if we achieve our strategic plan, we may be unable to sustain profitability.

In future periods, our revenue could decline or grow more slowly than we expect.

In addition, we may incur significant losses in the

future for a number of reasons, including as a result of the following risks and the other risks described in this Annual Report on Form

10-K, and we may encounter unforeseen expenses, difficulties, complications, delays or other unknown factors:

ability of our third-party suppliers to produce our products and of our distributors to distribute

our products could be disrupted;

products may be the subject of regulatory actions, including but not limited to actions by

the FDA, the FTC and the Consumer Product Safety Commission (“CPSC”) in the United

may be unable to introduce new products that appeal to consumers or otherwise successfully

compete with our competitors in the skincare industry;

may be unsuccessful in enhancing the recognition and reputation of our brand, and our brand

may be damaged as a result of, among other reasons, our failure, or alleged failure, to comply

with applicable ethical, social, product, labor or environmental standards;

may be affected adversely by events that cause consumers to question the safety and effectiveness

of the entire category of products of which our products are a part;

may experience service interruptions, data corruption, cyber-based attacks or network security

breaches that may result in the disruption of our operating systems or the loss of confidential

information of our consumers;

may be unable to retain key members of our senior management team or attract and retain other

qualified personnel;

may be affected by any adverse economic conditions in the United States or internationally.

may be unable to grow our business effectively or efficiently, which would harm our business, financial condition and results of operations.

our business will place a strain on our management team, financial and information systems, supply chain and distribution capacity and

other resources.

To manage growth effectively, we must continue to:

enhance our operational, financial and management systems, including

warehouse management and inventory control;

maintain and improve internal controls and disclosure controls and procedures;

improve information technology systems and procedures;

and expand, train and manage our employee base.

may not be able to effectively manage our expansion in any one or more of these areas, and any failure to do so could significantly harm

our business, financial condition and results of operations.

Growing our business may make it difficult for us to adequately predict

the expenditures we will need to make in the future.

If we do not make the necessary overhead expenditures to accommodate our future

growth, we may be unsuccessful in executing our growth strategy and our results of operations could suffer.

or investments could disrupt our business and harm our financial condition.

frequently review acquisition and strategic investment opportunities that would expand our current product offerings, distribution channels,

increase the size and geographic scope of operations or otherwise offer growth and operating efficiency opportunities.

There can be no

assurance that we will be able to identify suitable candidates or consummate these transactions on favorable terms.

The process of integrating

an acquired business, product or technology can create unforeseen operating difficulties, liabilities, expenditures and other challenges

● potentially

increased regulatory and compliance requirements;

of customer and other business relationships;

● competitive

● implementation

or remediation of controls, procedures and policies at the acquired company;

● differences

in legal and regulatory requirements among different geographical territories;

of management time and focus from operation of our then-existing business to acquisition

integration challenges;

● coordination

of product, sales, marketing and program and systems management functions;

of the acquired company’s users and providers onto our systems;

of employees from the acquired company;

● integration

of employees from the acquired company into our organization;

● integration

of the acquired company’s accounting, information management, human resources and other

administrative systems and operations into our systems and operations;

for activities of the acquired company prior to the acquisition, including violations of

law, commercial disputes and tax and other known and unknown liabilities;

or other claims in connection with the acquired company, including claims brought by terminated

employees, providers, former stockholders or other third parties.

we are unable to address these difficulties and challenges or other problems encountered in connection with any acquisition or investment,

we might not realize the anticipated benefits of that acquisition or investment and we might incur unanticipated liabilities or otherwise

suffer harm to our business generally.

the extent that we pay the consideration for any acquisitions or investments in cash, it would reduce the amount of cash available to

us for other purposes.

Acquisitions or investments could also result in dilutive issuances of our equity securities or the incurrence

of debt, contingent liabilities, amortization expenses, increased interest expenses or impairment charges against goodwill on our Consolidated

Balance Sheets, any of which could have a material adverse effect on our business, financial condition and results of operations.

can be no assurance that any contemplated or future acquisition will occur.

expect our future quarterly and annual operating results to fluctuate for a variety of reasons, particularly as we focus on increasing

consumer demand for our products.

Volatility in the financial markets could also have a material adverse effect on our business.

expect our future quarterly and annual operating results to fluctuate for a variety of reasons.

Some of the factors that could cause

our operating results to fluctuate include:

visibility into, and difficulty predicting from quarter to quarter, the level of activity in our customers’ practices;

in geographic, channel or product mix;

in consumer spending as a result of a slowdown in the global, U.S.

or other economies;

manufacturing costs;

in general and competitive developments in the market;

in relationships with our customers and distributors, including timing of orders;

in the timing of when revenues are recognized, including as a result of the timing of receipt of product orders and shipments, the

introduction of new products and software releases, product offerings or promotions, modifications to our terms and conditions or

as a result of new accounting pronouncements or changes to critical accounting estimates;

in currency exchange rates against the U.S.

inability to scale, suspend or reduce production based on variations in product demand;

participation in our customer rebate or discount programs, which could adversely affect our average selling prices;

fluctuations in demand;

of or changes to our marketing programs from quarter to quarter;

advertising or marketing efforts or aggressive price competition from competitors;

to our effective tax rate;

unanticipated

delays or disruptions in the manufacturing process caused by insufficient capacity or availability of raw materials, turnover in

the labor force or the introduction of new production processes, power outages or natural or other disasters beyond our control;

underutilization

of our manufacturing facilities;

changes in available technology or the preferences of our customers, which may cause our current product offerings to become less

competitive or obsolete;

and expenditures in connection with litigation;

and expenditures in connection with the establishment of treatment planning and fabrication facilities in international locations;

and expenditures in connection with hiring and deployment of direct sales force personnel;

to our business due to political, economic or other social instability or any governmental regulatory or similar actions, including

the impact of a pandemic such as the COVID-19 pandemic, any of which results in changes in consumer spending habits, consumers unable

or unwilling to visit spas, as well as any impact on workforce absenteeism;

forecasting of net revenues, production and other operating costs;

in research and development to develop new products and enhancements;

of industry tradeshows.

respond to these and other factors, we may make business decisions that adversely affect our operating results such as modifications

to our pricing policy, promotions, development efforts, product releases, business structure or operations.

Most of our expenses, such

as employee compensation, are relatively fixed in the short term.

Moreover, expense levels are based, in part, on our expectations regarding

future revenue levels.

As a result, if our net revenues for a particular period fall below expectations, we may be unable to adjust spending

quickly enough to offset any shortfall in net revenues.

Due to these and other factors, we believe that quarter-to-quarter comparisons

of our operating results may not be meaningful.

You should not rely on our results for any one quarter as an indication of future performance.

related to our business operations

disruption in our operations could materially and adversely affect our business.

operations, including those of our third-party suppliers, brokers and delivery service providers, are subject to the risks inherent in

such activities, including industrial accidents, supply chain disruptions, macroeconomic issues, environmental events, strikes and other

labor disputes, disruptions in information systems, product quality control, safety, licensing requirements and other regulatory issues,

changes in laws and regulatory requirements, as well as natural disasters, pandemics, border disputes, political crises, such as acts

of terrorism, war and other political instability, including the current conflicts between Russia and Ukraine and the recent conflicts

in Iran and the Middle East, and other external factors over which we and our third-party suppliers, brokers and delivery service providers

may have no control.

ability to meet the needs of our consumers depends on the proper operation of our distribution facilities, where most of our inventory

that is not in transit is housed.

The loss of, or damage to, the manufacturing facilities or distribution centers of our third-party

suppliers, brokers and delivery service providers could materially and adversely affect our business, financial condition and results

of operations.

insurance coverage may not be sufficient to cover the full extent of any loss or damage to our manufacturing facilities or distribution

centers, and any loss, damage of or disruption to those facilities, or loss or damage of the inventory stored there, could materially

and adversely affect our business, financial condition and results of operations.

success depends, in part, on our retention of key members of our senior management team, whose continued service is not guaranteed, and

ability to attract and retain qualified personnel.

success depends, in part, on our ability to retain our key employees, including our executive officers, our senior management team and

our development, operations, finance, sales and marketing personnel, whose continued service is not guaranteed.

In particular, our executive

officers are important to our success for many reasons, including that each has a national or regional reputation in our industry and

the investment community that attracts investors, business and investment opportunities to the Company.

If we lost their services, our

business and investment opportunities and our relationships with existing and prospective customers and industry personnel could suffer.

Many of our other senior employees also have strong industry reputations.

The loss of any of these key personnel could result in the

loss of these and other benefits and could also materially and adversely affect our results of operations.

success also depends, in part, on our continuing ability to identify, hire, train and retain other highly qualified personnel.

we may be unable to effectively plan for the succession of senior management, including our chief executive officer.

The loss of key

personnel or the failure to attract and retain qualified personnel may have a material adverse effect on our business, financial condition

and results of operations.

rely on a number of third-party suppliers, distributors and other vendors, and they may fail to produce products or to provide services

that are consistent with our standards or applicable regulatory requirements, which could harm our brand reputation, cause consumer dissatisfaction

or require us to find alternative suppliers of our products or services.

use multiple third-party suppliers based in the United States and overseas to source substantially all of our product components.

ability of these third parties to supply our products may be affected by competing orders placed by other persons and the demands of

those persons.

In addition, their abilities may be impacted adversely if any regulatory agencies, such as the FDA, brings any enforcement

actions for legal or regulatory non-compliance.

If we experience significant increases in demand or need to replace a significant number

of existing suppliers, there can be no assurance that the additional supply capacity will be available when required on terms that are

acceptable to us, or at all, or that any supplier will allocate sufficient capacity to us in order to meet our requirements.

addition, the use of ingredients and delivery of products that do not meet our quality control standards and specifications or fail to

comply with applicable laws or regulations, could harm our business.

These quality control problems could result in:

regulatory action,

such as restrictions on importation of certain products;

the use of products of inferior quality;

or product stock outages or shortages.

Each of these outcomes could harm our sales and create inventory write-downs for unusable products.

also partially rely on providers and aestheticians to promote our treatments, but they are not under any contractual obligations to do

so or continue to do so.

our third-party suppliers and distributors may:

be subject to potentially

increased regulatory and compliance requirements;

have economic or business

interests or goals that are inconsistent with ours;

take actions contrary to

our instructions, requests, policies or objectives;

be unable or unwilling to

fulfill their obligations under relevant purchase orders, including obligations to meet our production deadlines, quality standards,

pricing guidelines and product specifications, or to comply with applicable regulations, including those regarding the safety and quality

of products and ingredients and good manufacturing practices;

have financial difficulties;

encounter raw material or

labor shortages;

encounter increases in raw

material or labor costs that may affect our procurement costs;

disclose our confidential

information or intellectual property to competitors or third parties;

engage in activities or employ

practices that may harm our reputation;

work with, be acquired by, or come under control

of, our competitors.

occurrence of any of these events, alone or together, could have a material adverse effect on our business, financial condition or results

of operations.

In addition, such problems may require us to find new third-party suppliers or distributors, and there can be no assurance

that we would be successful in finding third-party suppliers or distributors meeting our standards of innovation and quality.

management and oversight of the engagement and activities of our third-party suppliers and distributors requires substantial time, effort

and expense of our employees, and we may be unable to successfully manage and oversee the activities of our third-party suppliers and

distributors.

If we experience any supply chain disruptions caused by our inability to locate suitable third-party suppliers, or if our

raw material suppliers experience problems with product quality or disruptions or delivery of the raw materials or components used to

make our products, our business, financial condition and results of operations could be materially and adversely affected.

are dependent on one supplier for the raw material used to produce the sponge powder used in our products.

The termination of this contract

would result in a disruption to product development, and our business will be harmed.

currently only have one qualified source of supply for the raw material used to produce the sponge powder in our products.

While we have

an exclusive supply agreement with our supplier, our supplier may not comply with the terms of our agreement and may supply to third

The sponge powder contains a wild growing freshwater sponge that grows in an area of the Volga River delta in Russia that is

partially protected by a Russian government entity.

The Russian government entity allocates a quantity of freshwater sponge that may

be harvested each harvest season and may determine in any year that no sponge or a smaller quantity of sponge than harvested in previous

years may be harvested in a particular year, which could impact our ability to obtain raw material to manufacture the sponge powder needed

for our Foundational Treatment.

If we have not adequately stockpiled this raw material, or even if we do stockpile this raw

material, we could not have enough raw material to meet the quantity demands to conduct our non-clinical and clinical studies or to supply

product for the market if approved.

sponge used in our sponge powder can only be harvested once per year based on the presence of certain environmental conditions.

environmental conditions are not present during the harvest season, then our supplier may not be able to harvest the raw material required,

which could impact our ability to manufacture and supply our products.

The ability of our supplier to harvest the sponge may also be

impacted by severe weather and limit the length of time they can harvest, which could limit the amount of raw material that can be harvested,

which may impact our ability to manufacture and supply our products.

The portion of the Volga River delta where the sponge grows could

also become contaminated from pollutants, which could contaminate the sponge to be harvested by our supplier, making it unusable in humans,

impacting our ability to manufacture and supply our products.

if we are able to obtain supply, we and our supplier are exposed to a number of environmental and geopolitical risks, including:

of contamination being introduced in the Volga River, thereby polluting the Spongilla lacustris population through environmental

factors that we cannot control, which could result in new impurities or reduced supply of raw materials;

of Spongilla lacustris habitat and other similar environmental risks to the sponge population whether due to climate change,

over-development, or otherwise;

of disease in the Spongilla lacustris geographic area where harvested;

of trade issues between the U.S.

on trade of certain items between the U.S.

on means of payment with Russian entities;

unforeseen geopolitical factors that limit our ability access our supply of raw material.

Restrictions could be imposed on the harvesting

of raw material.

Such events could have a significant impact on our cost and ability to produce sponge powder and anticipated line extensions.

The country from which we obtain the raw material could change its laws and regulations regarding the export of the natural products or

impose or increase taxes or duties payable by exporters of such products.

In addition, any business, global or economic challenges our

existing supplier faces, whether in the ordinary course of business or not, could impair its ability to supply our needs for raw materials.

Accordingly, there is a risk that supplies of our raw materials may be significantly delayed by or may become unavailable as a result

of any issues affecting our supply and production of naturally sourced products.

In addition, if we need a new or additional suppliers,

it may take a substantial amount of time and financial resources to identify any additional supplier(s) who can supply our required raw

materials in the quality and quantity required for our pre-clinical and we may not be able to negotiate new agreements with an alternate

or new supplier on terms that we deem commercially reasonable or at all, and the failure by us to enter into such agreements could harm

our financial condition, business, and prospects.

Reka-Farm is the sole supplier of our Spongilla

raw materials used in our products.

We have evaluated other suppliers of Spongilla from other regions of the world;

however, no other

suppliers nor their supply of Spongilla have met the quality standards set forth by our cGMP practices.

An alternative source to supply

Spongilla raw materials would be the aquaculture of Spongilla in a lab setting, which could significantly increase the cost of raw materials

as well as the availability of raw materials due to the cost and time to build an aquaculture infrastructure to supply Spongilla in commercial

If Reka-Farm is unavailable to supply Spongilla raw materials to us, it could adversely affect our business, results of operations,

and financial condition.

business may be affected by new sanctions, import restrictions, and export controls targeting Russia and other responses to Russia’s

invasion of Ukraine.

As a result of Russia’s invasion of Ukraine, the United States,

the United Kingdom and the European Union governments, among others, have developed coordinated sanctions, import restrictions, and export-control

measure packages against Russian individuals and entities.

We are currently a party to an exclusive supply agreement for the supply of

the raw material used in our upcoming product launches.

The counterparty to this supply agreement is a Russian entity.

To date, none of

these sanctions, import restrictions, or export-controls have impacted our ability to perform under our supply agreement.

imposition of enhanced import restrictions, export controls, or economic sanctions on transactions with Russia or Russian entities by

the United States, the United Kingdom, and/or the European Union could make it challenging to process financial transactions in accordance

with legal requirements and could prevent us from performing under this existing contract or any future contract we may enter or remitting

payment for raw material purchased from our supplier.

If there is any limitation or restriction on our ability to make timely and compliant

payments to our supplier, our supplier may refuse or delay the delivery of raw material which could result in production interruptions,

increased costs to source alternative suppliers, and a material adverse impact on our operations, financial condition, and results of

We recently received a shipment of sponge raw material from our supplier containing additional quantities of sponge raw material

which we believe will provide us with sufficient quantities of sponge powder to initiate the launch of our Foundational Treatment

and planned launch of our Clearing Treatment.

Depending on the extent and breadth of new sanctions, import restrictions, or export controls

that may be imposed against Russia, otherwise or as a result of the impact of the war in the Ukraine, it is possible that our business,

results of operations, and financial condition could be materially and adversely affected.

rely on third-party delivery service providers.

will depend heavily on contracted third-party delivery service providers to deliver our products to our distribution facilities and logistics

providers, and from there to our customers.

We also depend on contracted third-party delivery service providers to deliver products directly

to providers as part of a direct sale to those providers.

Interruptions or failures in these delivery services could prevent the timely

or successful delivery of our products.

interruptions or failures may be due to unforeseen events that are beyond our control or the control of our third-party delivery service

providers, such as inclement weather, natural disasters or labor unrest, among others.

If our products are not delivered on time or are

delivered in a damaged state, providers and customers may refuse to accept our products and have less confidence in our services, which

could negatively impact our business, financial condition and results of operations.

disruption in the operations of our primary freight carrier or higher shipping costs could cause a decline in our net revenues or a reduction

in our earnings.

are dependent on commercial freight carriers to deliver our products within the United States.

If the operations of these carriers are

disrupted for any reason, we may be unable to timely deliver our products to our customers.

If we cannot deliver our products on time

and cost effectively, our customers may choose competitive offerings causing our net revenues and gross margins to decline, possibly

In a rising fuel cost environment, our freight costs will increase.

If freight costs materially increase and we are unable

to pass that increase along to our customers for any reason or otherwise offset such increases in costs, our gross margin and financial

results could be adversely affected.

we fail to manage our inventory effectively, our results of operations, financial condition and liquidity may be materially and adversely

business requires us to manage a large volume of inventory effectively.

We depend on our forecasts of demand for, and popularity of,

various products to make purchase decisions and to manage our inventory of stock-keeping units.

Demand for products, however, can change

significantly between the time inventory or components are ordered and the date of sale.

Demand may be affected by seasonality, new product

launches, rapid changes in product cycles and pricing, product defects, promotions, changes in consumer spending patterns, changes in

consumer tastes with respect to our products, competitors’ product launches, and other factors, and our consumers may not purchase

products in the quantities that we expect.

It may be difficult to accurately forecast demand and determine appropriate levels of product

or componentry.

If we fail to manage our inventory effectively or negotiate favorable credit terms with third-party suppliers, we may

be subject to a heightened risk of inventory obsolescence, a decline in inventory values, and significant inventory write-downs or write-offs.

In addition, if we are required to lower sale prices in order to reduce inventory level or to pay higher prices to our suppliers, our

profit margins might be negatively affected.

Any of the above may materially and adversely affect our business, financial condition and

results of operations.

order to build market penetration and raise awareness of our brand and products, we will have to spend substantial cash on marketing

activities, which may not ultimately prove successful or an effective use of our resources.

increase awareness of our products and services, we will have increased the amount we spend and anticipate spending in the future on

marketing activities.

Our marketing efforts and costs are significant and include national and regional campaigns involving print media,

social media, additional placements and alliances with strategic partners.

We attempt to structure our advertising/marketing campaigns

in ways we believe most likely to increase brand awareness and adoption;

however, there is no assurance our campaigns will achieve the

returns on advertising spend desired or successfully increase brand or product awareness sufficiently to sustain or increase our growth

goals, which could have an adverse effect on our gross margin and business overall.

skincare professionals we may engage in the future will likely not be under any obligation to purchase any product from us, and business

challenges at one or more of these providers could adversely affect our results of operations.

is typical in our industry, it is anticipated that our business with skincare professionals will be based primarily upon discrete sales

orders, and we do not expect to have contracts requiring providers to make firm purchases from us.

Accordingly, skincare professionals

could reduce their purchasing levels or cease buying products from us at any time and for any reason.

If we lose a significant skincare

professional or if sales of our products to a significant skincare professional materially decrease, it could have a material adverse

effect on our business, financial condition and results of operations.

expect that any sales made through our skincare professionals will be subject to risks relating to the general business performance of

our skincare professionals.

Factors that adversely affect our skincare professionals’ businesses may also have a material adverse

effect on our business, financial condition and results of operations.

These factors may include:

any reduction in consumer

traffic and demand at our skincare professional as a result of economic downturns, pandemics or other health crises, changes in consumer

preferences or reputational damage as a result of, among other developments, data privacy and security breaches, regulatory investigations

or employee misconduct;

any credit risks associated

with the financial condition of our skincare professionals;

the effect of consolidation

or weakness in the retail industry or at certain skincare professional, including store and spa closures and the resulting uncertainty;

changes in federal, state,

local, or foreign regulations that affect the scope of practice of our skincare professionals.

Risks Related to Consumer Use Studies and Product Testing

We may conduct consumer use studies and other product evaluations to

support product claims, assess safety, and inform marketing strategies for both our cosmetic and OTC products.

These studies involve

inherent risks, including the possibility of adverse skin reactions or other unintended effects experienced by participants.

outcomes, whether or not ultimately attributable to our products, could result in negative publicity, regulatory scrutiny, product liability

claims, or litigation.

Additionally, consumer use studies may not accurately predict real-world

consumer experiences, particularly across diverse populations, skin types, and environmental conditions.

If our products do not perform

as expected outside controlled study conditions, our brand reputation and consumer trust could be adversely affected.

We are also subject to regulatory requirements governing product testing,

substantiation of claims, and consumer protection.

Failure to design, conduct, or document studies in accordance with applicable laws,

regulations, or industry standards could result in enforcement actions, fines, or restrictions on our ability to market our products.

Further, recruitment and retention of qualified study participants,

as well as ensuring compliance with study protocols, may be challenging and could delay product development timelines or increase costs.

Data integrity issues, including incomplete, inconsistent, or biased data, may also limit the usefulness of study results and impair our

decision-making.

Any of the foregoing risks could materially and adversely affect our

business, financial condition, results of operations, and reputation.

may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships with third parties that

may not result in the development of commercially viable products or product improvements or the generation of significant future revenues.

the ordinary course of our business, we may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances,

partnerships or other arrangements to develop new products or product improvements and to pursue new markets.

Proposing, negotiating

and implementing collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships may be a lengthy and

complex process.

Other companies, including those with substantially greater financial, marketing, sales, technology or other business

resources, may compete with us for these opportunities or arrangements.

We may not identify, secure, or complete any such transactions

or arrangements in a timely manner, on a cost-effective basis, on acceptable terms or at all.

We have limited institutional knowledge

and experience with respect to these business development activities, and we may also not realize the anticipated benefits of any such

transaction or arrangement.

In particular, these collaborations may not result in the development of products that achieve commercial

success or viable product improvements or result in significant revenues and could be terminated prior to developing any products.

Additionally, we may not be in a position to exercise sole decision-making authority regarding the transaction or arrangement, which

could create the potential risk of creating impasses on decisions, and our future collaborators may have economic or business interests

or goals that are, or that may become, inconsistent with our business interests or goals.

It is possible that conflicts may arise with

our collaborators, such as conflicts concerning the achievement of performance milestones, or the interpretation of significant terms

under any agreement, such as those related to financial obligations or the ownership or control of intellectual property developed during

the collaboration.

If any conflicts arise with any future collaborators, they may act in their self-interest, which may be adverse to

our best interest, and they may breach their obligations to us.

In addition, we may have limited control over the amount and timing of

resources that any future collaborators devote to our or their future products.

Disputes between us and our collaborators may result

in litigation or arbitration which would increase our expenses and divert the attention of our management.

Further, these transactions

and arrangements will be contractual in nature and will generally be terminable under the terms of the applicable agreements and, in

such event, we may not continue to have rights to the products relating to such transaction or arrangement or may need to purchase such

rights at a premium.

we enter into in-bound intellectual property license agreements, we may not be able to fully protect the licensed intellectual property

rights or maintain those licenses.

Future licensors could retain the right to prosecute and defend the intellectual property rights licensed

to us, in which case we would depend on the ability of our licensors to obtain, maintain and enforce intellectual property protection

for the licensed intellectual property.

These licensors may determine not to pursue litigation against other companies or may pursue

such litigation less aggressively than we would.

Further, entering into such license agreements could impose various diligence, commercialization,

royalty or other obligations on us.

Future licensors may allege that we have breached our license agreement with them, and accordingly

seek to terminate our license, which could adversely affect our competitive business position and harm our business prospects.

related to evolving laws and regulations and compliance with laws and regulations

laws, regulations, enforcement trends or changes in existing regulations governing the introduction, marketing and sale of our products

to consumers could harm our business.

has been an increase in regulatory activity and activism in the United States and abroad, and the regulatory landscape is becoming more

complex with increasingly strict requirements.

In addition, significant uncertainty exists during periods of political and governmental

transition that may impact existing laws and regulations, as well as our ability to remain compliant.

If this trend continues, we may

find it necessary to alter some of the ways we have traditionally manufactured and marketed our products in order to stay in compliance

with a changing regulatory landscape, and this could add to the costs of our operations and have an adverse impact on our business.

the extent federal, state, local or foreign regulatory changes regarding the scope of practice of estheticians or other professionals

utilizing our products, licensing, distribution, consumer protection, or the ingredients, marketing, claims, or safety of our products

occurs in the future, they could require us to obtain additional licenses and registrations, reformulate or discontinue certain of our

products, revise the product packaging or labeling, adjust operations and systems, or affect our ability to sell our products to certain

customer groups in particular states, countries, and/or territories, any of which could result in, among other things, increased costs,

delays in product launches, product returns or recalls and lower net sales, and therefore could have a material adverse effect on our

business, financial condition and results of operations.

Noncompliance with applicable regulations, including those for OTC products,

could result in enforcement action by the FDA or other regulatory authorities within or outside the United States, including state and

local regulatory authorities, with actions including but not limited to warning letters or untitled letters, fines;

injunctions or civil

suspension or withdrawal of approvals or clearances;

seizures or recalls of product;

total or partial suspension of production

or distribution;

administrative or judicially imposed sanctions;

refusal to permit the import or export of products;

and criminal prosecution,

all of which could have a material adverse effect on our business, reputation, financial condition and results of operations.

example, Congress enacted MoCRA on December 29, 2022, which directed the FDA to implement a set of new regulatory requirements that previously

were not applicable to cosmetic products.

Pursuant to MoCRA, the FDA now subjects manufacturers and cosmetic products to requirements

such as facility registration and product listing requirements, adverse event reporting requirements, and other labeling requirements.

FDA was required to promulgate final regulations implementing GMPs for cosmetics by December 29, 2025, a deadline which has now passed.

Moreover, depending on how we market

the products, they could also be regulated as both drugs and cosmetics simultaneously, as the categories are not mutually exclusive.

The statutory and regulatory requirements applicable to drugs are extensive and require significant resources and time to ensure compliance.

For example, if any of our products intended to be sold as cosmetics were to be regulated as drugs or as medical device accessories,

we might be required to conduct, among other things, clinical trials to demonstrate the safety and efficacy of these products.

not have sufficient resources to conduct any required clinical trials or to ensure compliance with the premarket, post market and manufacturing

requirements applicable to drugs and medical devices.

If the FDA determines that any of our products intended to be sold as cosmetics

should be classified and regulated as drug or medical device products but we are unable to comply with the applicable requirements, we

may be unable to continue to market those products.

Any inquiry into the regulatory status of our products and any related interruption

in the marketing and sale of these products by any regulatory agencies, such as the FDA, could damage our reputation and image in the

recent years, the FDA has issued warning letters to several cosmetic companies alleging improper claims regarding their cosmetic products.

If the FDA determines that we have disseminated inappropriate drug claims for our products intended to be sold as cosmetics, we could

receive a warning or untitled letter or other FDA enforcement action, be required to modify our product claims, or take other actions

to satisfy the FDA, which may include product recalls.

In addition, plaintiffs’ lawyers have filed class action lawsuits against

cosmetic companies after receipt of these types of FDA warning letters.

There can be no assurance that we will not be subject to state

and federal government actions or class action lawsuits, which could harm our business, financial condition, and results of operations.

also may sell consumer products, which are subject to regulation by the CPSC in the United States under the provisions of the Consumer

Product Safety Act, as amended by the Consumer Product Safety Improvement Act of 2008.

These statutes and the related regulations ban

from the market consumer products that fail to comply with applicable product safety laws, regulations and standards.

The CPSC has the

authority to require the recall, repair, replacement or refund of any such banned products or products that otherwise create a substantial

risk of injury and may seek penalties for regulatory noncompliance under certain circumstances.

The CPSC also requires manufacturers

of consumer products to report certain types of information to the CPSC regarding products that fail to comply with applicable regulations.

Certain state laws also address the safety of consumer products, and mandate reporting requirements, and noncompliance may result in

penalties or other regulatory action.

Similar requirements may exist in foreign jurisdictions.

laws, regulations, enforcement trends, or changes in existing regulations could affect the ability of our aesthetician providers in certain

states to provide our treatments to consumers, any of which could have a material adverse effect on our business, financial condition,

and results of operation.

in regulations or enforcement trends regarding the scope of practice of aestheticians and other skincare professionals could limit the

ability of aestheticians to provide our treatments or require aestheticians to obtain additional training and certifications to provide

our treatments.

Any such regulatory changes could affect our ability to sell our products to certain customer groups in particular states

and/or territories, which could result in decreased sales, and therefore could have a material adverse effect on our business, financial

condition, and results of operation.

Our business is

subject to extensive and continuing regulatory compliance obligations.

If we fail to obtain and maintain necessary market clearances from

the FDA and other marketing authorizations or certifications from counterpart foreign regulatory authorities or notified bodies for our

products and indications, if clearances or other marketing authorizations or certifications for future products and indications are delayed

or not issued, if we or any third-party suppliers or manufacturers fail to comply with applicable regulatory requirements, or if there

federal or state level or comparable foreign regulatory changes, our commercial operations could be harmed.

Our products are subject

to extensive regulation by the applicable regulatory authorities where our products are or will be sold prior to their marketing for commercial

In the United States, products are subject to extensive regulation by the FDA and include requirements related to developing, testing,

manufacturing, labeling, sale, marketing, advertising, promotion, distribution, import, export, shipping, inspections and audits, record

keeping, recalls and field safety corrective actions and post-market surveillance, including reporting of certain events.

Currently, parts

of our Clearing Treatment are subject to regulation by the FDA and comparable foreign regulatory authorities as a drug, while other parts

are marketed as cosmetics.

Additionally,

regulatory clearances, approvals, or certifications to market a product can contain limitations on the indications for use of such product.

Product clearances, approvals and certifications can be withdrawn due to failure to comply with regulatory standards or the occurrence

of unforeseen problems following initial clearance, approval, or certification.

FDA and foreign regulations depend heavily on administrative

interpretation, and there can be no assurance that future interpretations made by the FDA or other regulatory bodies or notified bodies

will not adversely affect our operations.

We and our manufacturers may be inspected or audited by the FDA or other regulatory bodies

and notified bodies from time to time to determine whether we or our manufacturers are in compliance with applicable laws.

A determination

that we are in violation of FDA or other applicable foreign laws and regulations or any of our product clearances, approvals or certifications

could lead to warning letters or untitled letters;

fines, injunctions, or civil penalties;

suspension or withdrawal of approvals or clearances;

seizures or recalls of products;

total or partial suspension of production or distribution;

administrative or judicially imposed sanctions;

the FDA’s refusal to grant pending or future clearances or approvals for products;

clinical holds;

refusal to permit the import

or export of products;

and/or criminal prosecution.

facilities are subject to regulation under the FDCA and FDA implementing regulations governing the manufacture of our products.

fail to comply with federal, state and foreign regulations, our manufacturing operations could be halted, and our business would suffer.

facilities are subject to regulation under the FDCA and FDA implementing regulations.

With respect to our OTC products, we are required

to demonstrate and maintain compliance with the FDA’s current Good Manufacturing Practices.

Any failure by us to take satisfactory

corrective action in response to an adverse inspection could result in enforcement actions against us, including warning letters or untitled

fines, injunctions or civil penalties;

suspension or withdrawal of approvals or clearances;

seizures or recalls of products;

total or partial suspension of production or distribution;

administrative or judicially imposed sanctions;

refusal to permit the import

or export of products;

and criminal prosecution.

Any of these actions could significantly and negatively impact the supply of our products

and could cause our sales and business to suffer.

In addition, we are subject to standards imposed on our activities outside of the United

A failure to comply with applicable regulations governing the manufacture of our products could have a material adverse effect

on our business, financial condition, and results of operations.

regulations and private party actions relating to the marketing and advertising of our products and services may restrict, inhibit, or

delay our ability to sell our products and harm our business, financial condition and results of operations.

authorities regulate advertising and product claims regarding the performance and benefits of our products.

These regulatory authorities

typically require a reasonable basis to support any marketing claims.

What constitutes a reasonable basis for substantiation can vary

widely from market to market, and there is no assurance that the efforts that we undertake to support our claims will be deemed adequate

for any particular product or claim.

A significant area of risk for such activities relates to improper or unsubstantiated claims about

our products and their use or safety.

If we are unable to show adequate substantiation for our product claims, or our promotional materials

make claims that exceed the scope of allowed claims for the classification of the specific product, the FDA, the FTC or other regulatory

authorities could take enforcement action or impose penalties, such as monetary consumer redress, requiring us to revise our marketing

materials, amend our claims or stop selling certain products, all of which could harm our business, financial condition and results of

Any regulatory action or penalty could lead to private party actions, or private parties could seek to challenge our claims

even in the absence of formal regulatory actions, which could harm our business, financial condition, and results of operations.

disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

are continuing to refine our disclosure controls and procedures to provide reasonable assurance that information we must disclose in

reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and

reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

We believe that any disclosure

controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives

of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, and

that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some

persons, by collusion of two or more people or by an unauthorized override of the controls.

Accordingly, because of the inherent limitations

in our control system, misstatements due to error or fraud may occur and not be detected.

compliance with healthcare regulations becomes more costly and difficult for us or our customers, we may be unable to grow our business.

in the healthcare industry are subject to extensive and frequently changing regulations under numerous laws administered by governmental

entities at the federal, state, local and foreign levels, some of which are, and others of which may be, applicable to our business.

Furthermore, our healthcare provider customers are also subject to a wide variety of laws and regulations that could affect the nature

and scope of their relationships with us.

The healthcare market itself is highly regulated and subject to changing political, economic

and regulatory influences.

Failure to keep up and comply with such requirements may subject us to significant costs, sanctions, or penalties.

For example, regulations implemented pursuant to the Health Insurance Portability and Accountability Act (“HIPAA”), including

regulations governing the privacy and security of individually identifiable health information held by healthcare providers and their

business associates may require us to make significant and unplanned enhancements of software applications or services, result in delays

or cancellations of orders, cause us to be subject to significant penalties or fines for violations, or result in the revocation of endorsement

of our products and services by healthcare participants, among others.

addition, significant changes to the regulatory requirements for cosmetic products have come into effect.

On December 29, 2022, Congress

enacted MoCRA that adds significant new regulatory requirements to cosmetic products.

Many of the requirements became applicable on December

29, 2023, and throughout 2024, though new rules regarding manufacturing practices are expected in 2025.

Notably, MoCRA requires FDA to

promulgate final rules for Good Manufacturing Practices for cosmetic products by December 29, 2025, which the FDA has not met.

Subsequently,

compliance with such GMP requirements will become mandatory for manufacturers of cosmetic products.

We, as the manufacturer, and our

products, will become subject to these requirements, and will need to expend capital to ensure that our manufacturing practices and labeling

processes are compliant.

There may be certain challenges to compliance with these requirements and failure to comply may result in enforcement

actions from FDA and other regulatory agencies that could disrupt our business operations.

we market products in a manner that violates healthcare laws, we may be subject to civil or criminal penalties.

our products are not currently covered by any third-party payor, including any commercial payor or government healthcare program, we

may nonetheless be subject to federal and state healthcare laws, including fraud and abuse, anti-kickback, false claims and transparency

laws with respect to payments or other transfers of value made to physicians and other healthcare professionals.

These laws may impact,

among other things, financial arrangements with physicians, sales, marketing and education programs and the manner in which any of those

activities are implemented.

If our operations are found to be in violation of any of those laws or any other applicable governmental

regulations, we may be subject to penalties, including civil and criminal penalties, damages, fines, imprisonment, exclusion from government

healthcare programs or the curtailment or restructuring of operations, any of which could adversely affect our ability to operate our

business and our financial condition.

regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could

substantially harm our business, financial condition and results of operations.

are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet and e-commerce.

Existing and future regulations and laws could impede the growth of the Internet, e-commerce or mobile commerce.

These regulations and

laws may involve taxes, tariffs, privacy and data security, anti-spam, content protection, electronic contracts and communications, consumer

protection, social media marketing, third-party cookies, web beacons and similar technology for online behavioral advertising and gift

It is unclear how existing laws governing issues such as property ownership, sales and other taxes and consumer privacy apply

to the Internet as the vast majority of these laws were adopted prior to the advent of the Internet and fail to contemplate or address

the unique issues raised by the Internet or e-commerce.

It is possible that general business regulations and laws, or those specifically

governing the Internet or e-commerce, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another

and may conflict with other rules or our practices.

There can be no assurances that our practices have complied, comply or will comply

fully with all such laws and regulations.

Any failure, or perceived failure, by us to comply with any of these laws or regulations could

result in damage to our reputation, a loss in business or proceedings or actions against us by governmental entities or others.

proceeding or action could hurt our reputation, force us to spend significant amounts in defense of these proceedings, distract management,

increase costs of doing business, decrease the use of our sites by consumers and suppliers and may result in the imposition of monetary

We may also be contractually liable to indemnify and hold harmless third parties from the costs or consequences of non-compliance

with any such laws or regulations.

In addition, it is possible that governments of one or more countries may seek to censor content available

on our sites or may even attempt to completely block access to our e-commerce sites.

Adverse legal or regulatory developments could substantially

harm our business.

In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries,

our ability to retain or increase our consumer base in those countries may be adversely affected, and we may be unable to maintain or

grow our net sales and expand our business as anticipated.

products may cause undesirable side effects or have other unexpected properties that could limit the commercial appeal or result in post-approval

regulatory action.

side effects from any of our products could arise after the product has been marketed.

we or others identify undesirable side effects, or other previously unknown problems, caused by our products after commercial sale or

other products with the same or related active ingredients, a number of potentially negative consequences could result, including:

authorities may require a recall of the product or we or our potential partners may voluntarily recall a product;

authorities may require the addition of warnings or contraindications in the product labeling, narrowing of the indication in the

product label;

may be required to create a medication guide outlining the risks of such side effects for distribution to consumers or institute

may have limitations on how we promote the product;

may be required to change the way the product is administered or modify the product in some other way;

the FDA or applicable foreign

regulatory authority may require costly post-marketing testing and surveillance to monitor the safety or efficacy of the product;

of the product may decrease significantly;

could be sued and held liable for harm caused to consumers;

brand and reputation may suffer.

of the above events resulting from undesirable side effects or other previously unknown problems could prevent us or our potential partners

from achieving or maintaining market acceptance of the affected product and could substantially increase the costs of commercializing

our products.

may face product liability exposure, and if successful claims are brought against us, we may incur substantial liability if our insurance

coverage for those claims is inadequate.

face an inherent risk of product liability as a result of commercialization any products.

Our products and products are designed to affect

important bodily functions and processes.

Any side effects, manufacturing defects, misuse or abuse associated with our products could

result in injury to a customer or even death.

We cannot offer any assurance that we will not face product liability suits in the future,

nor can we assure you that our insurance coverage will be sufficient to cover our liability under any such cases.

addition, a liability claim may be brought against us even if our products merely appear to have caused an injury.

Product liability

claims may be brought against us by consumers, health care providers, companies or others selling or otherwise coming into contact with

our products, among others.

If we cannot successfully defend ourselves against product liability claims we will incur substantial liabilities

and reputational harm.

In addition, regardless of merit or eventual outcome, product liability claims may result in:

withdrawal of clinical trial participants;

termination of clinical trial sites or entire trial programs;

inability to gain regulatory approval of our product candidates;

the inability to commercialize our product candidates;

decreased demand for our product candidates;

impairment of our business reputation;

product recall or withdrawal from the market or labeling, marketing or promotional restrictions;

substantial costs of any related litigation or similar disputes;

distraction of management’s attention and other resources from our primary business;

substantial monetary awards to patients or other claimants against us that may not be covered by insurance;

loss of revenue.

We currently maintain product liability insurance coverage, which may not be sufficient to cover all of our product liability related expenses or losses and may not cover us for any expenses or losses we may suffer.

Moreover, insurance coverage is becoming increasingly expensive, and, in the future, we may not be able to maintain insurance coverage at a reasonable cost, in sufficient amounts or upon adequate terms to protect us against losses due to product liability.

We will need to increase our product liability coverage if any of our product candidates receive regulatory approval, which will be costly, and we may be unable to obtain this increased product liability insurance on commercially reasonable terms, or at all.

A successful product liability claim or series of claims brought against us could cause our stock price to decline and, if judgments exceed our insurance coverage, could decrease our cash and could harm our business, financial condition, operating results and prospects.

If any of our product candidates are approved for marketing and we are found to have improperly promoted off-label uses, or if physicians misuse our products or use our products off-label, we may become subject to prohibitions on the sale or marketing of our products, product liability claims and significant fines, penalties and sanctions, and our brand and reputation could be harmed.

The FDA and other regulatory agencies strictly regulate the marketing and promotional claims that are made about drug and biologic products.

In particular, a product may not be promoted for uses or indications that are not approved by the FDA or such other regulatory agencies as reflected in the product’s approved labeling and comparative safety or efficacy claims cannot be made without direct comparative clinical data.

If we are found to have promoted off-label uses of any of our product candidates, we may receive warning or untitled letters and become subject to significant liability, which would materially harm our business.

Both federal and state governments have levied large civil and criminal fines against companies for alleged improper promotion and have enjoined several companies from engaging in off-label promotion.

If we become the target of such an investigation or prosecution based on our marketing and promotional practices, we could face similar sanctions, which would materially harm our business.

In addition, management’s attention could be diverted from our business operations, significant legal expenses could be incurred and our brand and reputation could be damaged.

The FDA has also requested that companies enter into consent decrees or permanent injunctions under which specified promotional conduct is changed or curtailed.

If we are deemed by the FDA to have engaged in the promotion of our products for off-label use, we could be subject to FDA regulatory or enforcement actions, including the issuance of an untitled letter, a warning letter, injunction, seizure, civil fine or criminal penalties.

It is also possible that other federal, state or foreign enforcement authorities might take action if they consider our business activities constitute promotion of an off-label use, which could result in significant penalties, including criminal, civil or administrative penalties, damages, fines, disgorgement, exclusion from participation in government healthcare programs and the curtailment or restructuring of our operations.

We cannot, however, prevent a physician from using our product candidates outside of those indications for use when in the physician’s independent professional medical judgment he or she deems appropriate.

Physicians may also misuse our product candidates or use improper techniques, potentially leading to adverse results, side effects or injury, which may lead to product liability claims.

If our product candidates are misused or used with improper technique, we may become subject to costly litigation by physicians or their patients.

Furthermore, the use of our product candidates for indications other than those cleared by the FDA may not effectively treat such conditions, which could harm our reputation among physicians and patients.

We may choose not to continue developing or commercializing any of our product candidates at any time during development or after approval, which would reduce or eliminate our potential return on investment for those product candidates.

At any time, we may decide to discontinue the development of any of our product candidates or not to continue commercializing one or more of our approved product candidates for a variety of reasons, including the appearance of new technologies that make our product obsolete, competition from a competing product or changes in or failure to comply with applicable regulatory requirements.

If we terminate a program in which we have invested significant resources, we will not receive any return on our investment and we will have missed the opportunity to have allocated those resources to potentially more productive uses.

For example, on December 5, 2022, we announced topline results from our Phase 2 trial of once-weekly topical application of XYNGARI™ for the treatment of moderate-to-severe rosacea.

While the data was supportive of XYNGARI™ as a treatment for inflammatory skin diseases, the rosacea study did not meet its primary endpoints.

Based on the foregoing, we decided not to devote any further financial resources to development of this indication for XYNGARI™, and we determined not to pursue further development efforts regarding this indication for XYNGARI™.

We or our current and prospective partners may be subject to product recalls in the future that could harm our brand and reputation and could negatively affect our business.

We or our current and prospective partners may be subject to product recalls, withdrawals or seizures if any of our product candidates, if approved for marketing, fail to meet specifications or are believed to cause injury or illness or if we are alleged to have violated governmental regulations including those related to the manufacture, labeling, promotion, sale or distribution.

Any recall, withdrawal or seizure in the future could materially and adversely affect consumer confidence in our brands and lead to decreased demand for our approved products.

In addition, a recall, withdrawal or seizure of any of our approved products would require significant management attention, would likely result in substantial and unexpected expenditures and would harm our business, financial condition and operating results.

If we or any partners with which we may collaborate are unable to achieve and maintain coverage and adequate levels of reimbursement for any of our product candidates for which we receive regulatory approval, or any future products we may seek to commercialize, their commercial success may be severely hindered.

For any of our product candidates that become available only by prescription, successful sales by us or by any partners with which we may collaborate depend on the availability of coverage and adequate reimbursement from third-party payors.

Patients who are prescribed medicine for the treatment of their conditions generally rely on third-party payors to reimburse all or part of the costs associated with their prescription drugs.

The availability of coverage and adequate reimbursement from governmental healthcare programs, such as Medicare and Medicaid, and private third-party payors is critical to new product acceptance.

Coverage decisions may depend upon clinical and economic standards that disfavor new drug products when more established or lower cost therapeutic alternatives are already available or subsequently become available.

If any of our product candidates do not demonstrate attractive efficacy profiles, they may not qualify for coverage and reimbursement.

Even if we obtain coverage for a given product, the resulting reimbursement payment rates might not be adequate or may require co-payments that patients find unacceptably high.

Patients are unlikely to use our products unless coverage is provided and reimbursement is adequate to cover a significant portion of the cost of our products.

In addition, the market for our product candidates will depend significantly on access to third-party payors’ drug formularies, or lists of medications for which third-party payors provide coverage and reimbursement.

The industry competition to be included in such formularies often leads to downward pricing pressures on pharmaceutical companies.

Also, third-party payors may refuse to include a particular branded drug in their formularies or otherwise restrict patient access to a branded drug when a less costly generic equivalent or other alternative is available.

Further, third-party payors, whether foreign or domestic, or governmental or commercial, are developing increasingly sophisticated methods of controlling healthcare costs.

In addition, in the United States, although private third-party payors tend to follow Medicare, no uniform policy of coverage and reimbursement for drug products exists among third-party payors.

Therefore, coverage and reimbursement for drug products can differ significantly from payor to payor.

As a result, the coverage determination process is often a time-consuming and costly process that will require us to provide scientific and clinical support for the use of our product candidates to each payor separately, with no assurance that coverage and adequate reimbursement will be obtained.

Further, we believe that future coverage and reimbursement will likely be subject to increased restrictions both in the United States and in international markets.

Third-party coverage and reimbursement for any of our product candidates for which we may receive regulatory approval may not be available or adequate in either the United States or international markets, which could harm our business, financial condition, operating results and prospects.

Healthcare legislative or regulatory reform measures, including government restrictions on pricing and reimbursement, may have a negative impact on our business and results of operations.

In the United States and some foreign jurisdictions, there have been, and continue to be, several legislative and regulatory changes and proposed changes regarding the healthcare system that could prevent or delay marketing approval of product candidates, restrict or regulate post approval activities, and affect our ability to profitably sell any product candidates for which we obtain marketing approval.

Among policy makers and payors in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated goals of containing healthcare costs, improving quality and/or expanding access.

In the United States, the pharmaceutical industry has been a particular focus of these efforts and has been significantly affected by major legislative initiatives.

For example, in the United States, the Patient Protection and Affordable Care Act of 2010, or the ACA, substantially changed the way health care is financed by both governmental and private insurers and significantly affects the pharmaceutical industry.

Many provisions of the ACA impact the biopharmaceutical industry, including that in order for a biopharmaceutical product to receive federal reimbursement under the Medicare Part B and Medicaid programs or to be sold directly to U.S.

government agencies, the manufacturer must extend discounts to entities eligible to participate in the drug pricing program under the Public Health Services Act, or PHS.

Since its enactment, there have been judicial and Congressional challenges and amendments to certain aspects of the ACA.

There is continued uncertainty about the implementation of the ACA, including the potential for further amendments to the ACA and legal challenges to or efforts to repeal the ACA.

Additionally, there has been heightened governmental scrutiny in the United States of pharmaceutical pricing practices in light of the rising cost of prescription drugs and biologics.

On September 9, 2021, the Biden Administration published a wide-ranging list of policy proposals, most of which would need to be carried out by Congress, to reduce drug prices and drug payment.

The United States Department of Health and Human Services (“HHS”) plan includes, among other reform measures, proposals to lower prescription drug prices, including by allowing Medicare to negotiate prices and disincentivizing price increases, and to support market changes that strengthen supply chains, promote biosimilars and generic drugs, and increase price transparency.

These initiatives recently culminated in the enactment of the Inflation Reduction Act (the “IRA”) in August 2022, which, among other things, allows the HHS to negotiate the selling price of certain drugs and biologics that the Centers for Medicare & Medicaid Services (“CMS”) reimburses under Medicare Part B and Part D, although only high-expenditure single-source drugs that have been approved for at least 7 years (11 years for biologics) can be selected by CMS for negotiation, with the negotiated price taking effect two years after the selection year.

The negotiated prices, which will first become effective in 2026, will be capped at a statutory ceiling price beginning in October 2023, penalize drug manufacturers that increase prices of Medicare Part B and Part D drugs at a rate greater than the rate of inflation.

The IRA permits the Secretary of HHS to implement many of these provisions through guidance, as opposed to regulation, for the initial years.

Manufacturers that fail to comply with the IRA may be subject to various penalties, including civil monetary penalties.

The IRA also extends enhanced subsidies for individuals purchasing health insurance coverage in ACA marketplaces through plan year 2025.

These provisions took effect progressively starting in 2023, and so far have withstood although they may be subject to legal challenges.

Other examples of proposed changes include, but are not limited to, expanding post-approval requirements, changing the Orphan Drug Act, and restricting sales and promotional activities for pharmaceutical products.

We cannot be sure whether additional legislative changes will be enacted, or whether government regulations, guidance or interpretations will be changed, or what the impact of such changes would be on the marketing approvals, sales, pricing, or reimbursement of our drug candidates or products, if any, may be.

We expect that these and other healthcare reform measures that may be adopted in the future, may result in more rigorous coverage criteria and in additional downward pressure on the price that we receive for any approved drug.

Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors.

The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability, or commercialize our drugs.

In addition, FDA regulations and guidance may be revised or reinterpreted by the FDA in ways that may significantly affect our business and our products.

Any new regulations or guidance, or revisions or reinterpretations of existing regulations or guidance, may impose additional costs or lengthen FDA review times for XYNGARI™ or any future product candidates.

We cannot determine how changes in regulations, statutes, policies, or interpretations when and if issued, enacted or adopted, may affect our business in the future.

Such changes could, among other things, require:

additional clinical trials to be conducted prior to obtaining approval;

changes to manufacturing methods;

recalls, replacements, or discontinuance of one or more of our products;

additional recordkeeping.

Such changes would likely require substantial time and impose significant costs, or could reduce the potential commercial value of XYNGARI™ or other product candidates.

In addition, delays in receipt of or failure to receive regulatory clearances or approvals for any other products would harm our business, financial condition, and results of operations.

We may also be subject to healthcare laws, regulation and enforcement and our failure to comply with those laws could adversely affect our business, operations and financial condition.

Certain federal and state healthcare laws and regulations pertaining to fraud and abuse and patients’ rights are and will be applicable to our business.

We are subject to regulation by both the federal government and the states in which we or our partners conduct our business.

inability to commercialize our products;

demand for our products;

of our business reputation;

recall or withdrawal from the market or labeling, marketing or promotional restrictions;

costs of any related litigation or similar disputes;

of management’s attention and other resources from our primary business;

monetary awards to consumers or other claimants against us that may not be covered by insurance;

currently maintain product liability insurance coverage, which may not be sufficient to cover all of our product liability related expenses

or losses and may not cover us for any expenses or losses we may suffer.

Moreover, insurance coverage is becoming increasingly expensive,

and, in the future, we may not be able to maintain insurance coverage at a reasonable cost, in sufficient amounts or upon adequate terms

to protect us against losses due to product liability.

We may need to increase our product liability coverage once our products become

commercially available, which will be costly, and we may be unable to obtain this increased product liability insurance on commercially

reasonable terms, or at all.

A successful product liability claim or series of claims brought against us could cause our stock price

to decline and, if judgments exceed our insurance coverage, could decrease our cash and could harm our business, financial condition,

operating results and prospects.

any of our products are approved for marketing and we are found to have improperly promoted, or if physicians misuse our products or

use our products off-label, we may become subject to prohibitions on the sale or marketing of our products, product liability claims

and significant fines, penalties and sanctions, and our brand and reputation could be harmed.

FDA and other regulatory agencies strictly regulate the marketing and promotional claims that are made about drug and biologic products.

In particular, a product may not be promoted for uses or indications that are not approved by the FDA or such other regulatory agencies

as reflected in the product’s approved labeling and comparative safety or efficacy claims cannot be made without direct comparative

clinical data.

If we are found to have promoted off-label uses of any of our products, we may receive warning or untitled letters and

become subject to significant liability, which would materially harm our business.

Both federal and state governments have levied large

civil and criminal fines against companies for alleged improper promotion and have enjoined several companies from engaging in off-label

If we become the target of such an investigation or prosecution based on our marketing and promotional practices, we could

face similar sanctions, which would materially harm our business.

In addition, management’s attention could be diverted from our

business operations, significant legal expenses could be incurred and our brand and reputation could be damaged.

The FDA has also requested

that companies enter into consent decrees or permanent injunctions under which specified promotional conduct is changed or curtailed.

If we are deemed by the FDA to have engaged in the promotion of our products for off-label use, we could be subject to FDA regulatory

or enforcement actions, including the issuance of an untitled letter, a warning letter, injunction, seizure, civil fine or criminal penalties.

It is also possible that other federal, state or foreign enforcement authorities might take action if they consider our business activities

constitute promotion of an off-label use, which could result in significant penalties, including criminal, civil or administrative penalties,

damages, fines, disgorgement, exclusion from participation in government healthcare programs and the curtailment or restructuring of

our operations.

cannot, however, prevent a physician from using our products outside of those indications for use when in the physician’s independent

professional medical judgment he or she deems appropriate.

Physicians may also misuse our products or use improper techniques, potentially

leading to adverse results, side effects or injury, which may lead to product liability claims.

If our products are misused or used with

improper technique, we may become subject to costly litigation by physicians or their patients.

Furthermore, the use of our products

for indications other than those cleared by the FDA may not effectively treat such conditions, which could harm our reputation among

physicians and consumers.

We may choose not to continue developing

or commercializing any of our products at any time during development or after launch, which would reduce or eliminate our potential return

on investment for those products.

At any time, we may decide to discontinue the

development of any of our products or not to continue commercializing one or more of our products for a variety of reasons, including

the appearance of new technologies that make our product obsolete, competition from a competing product or changes in or failure to comply

with applicable regulatory requirements.

If we terminate a program in which we have invested significant resources, we will not receive

any return on our investment and we will have missed the opportunity to have allocated those resources to potentially more productive

or our current and prospective partners may be subject to product recalls in the future that could harm our brand and reputation and

could negatively affect our business.

or our current and prospective partners may be subject to product recalls, withdrawals or seizures if any of our products, if commercially

available, fail to meet specifications or are believed to cause injury or illness or if we are alleged to have violated governmental

regulations including those related to the manufacture, labeling, promotion, sale or distribution.

Any recall, withdrawal or seizure

in the future could materially and adversely affect consumer confidence in our brands and lead to decreased demand for our approved products.

In addition, a recall, withdrawal or seizure of any of our approved products would require significant management attention, would likely

result in substantial and unexpected expenditures and would harm our business, financial condition and operating results.

may also be subject to healthcare and consumer-protection laws, regulations and enforcement and our failure to comply with those laws

could adversely affect our business, operations and financial condition.

remain subject to a range of federal and state laws and regulations that govern the manufacturing, labeling, marketing, distribution,

and safety of healthcare-related products.

These laws may apply directly to us or indirectly through our relationships with manufacturers,

distributors, healthcare providers, and other third parties.

The laws and regulations that may affect our ability to operate include:

the federal Anti-Kickback Statute, which prohibits, among other things, any person or entity from knowingly and willfully offering, soliciting, receiving or providing any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce either the referral of an individual or in return for the purchase, lease, or order of any good, facility item or service, for which payment may be made, in whole or in part, under federal healthcare programs such as the Medicare and Medicaid programs;

federal civil and criminal false claims laws and civil monetary penalty laws, including, for example, the federal civil False Claims Act, which impose criminal and civil penalties, including civil whistleblower or qui tam actions, against individuals or entities for, among other things, knowingly presenting, or causing to be presented, to the federal government, including the Medicare and Medicaid programs, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;

the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created new federal criminal statutes that prohibit knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payor (e.g., public or private), knowingly and willfully embezzling or stealing from a health care benefit program, willfully obstructing a criminal investigation of a health care offense and knowingly and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false statements in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters;

HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, and their implementing regulations, which impose obligations on covered entities, including healthcare providers, health plans, and healthcare clearinghouses, as well as their respective business associates that create, receive, maintain or transmit individually identifiable health information for or on behalf of a covered entity, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;

the Physician Payments Sunshine Act requirements under the Affordable Care Act, which require manufacturers of drugs, devices, biologics and medical supplies to report annually to the Centers for Medicare & Medicaid Services information related to payments and other transfers of value provided to physicians and teaching hospitals, and ownership and investment interests held by physicians and their immediate family members;

state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws, which may apply to items or services reimbursed by any third-party payor, including commercial insurers;

state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government, or otherwise restrict payments that may be provided to healthcare providers and other potential referral sources;

state laws that require drug manufacturers to report information related to payments and other transfers of value to healthcare providers or marketing expenditures;

and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.

Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our business activities could be subject to challenge under one or more of such laws.

In addition, recent health care reform legislation has strengthened these laws.

For example, the recently enacted Affordable Care Act, among other things, amended the intent requirement of the federal Anti-Kickback Statute and certain criminal healthcare fraud statutes.

A person or entity no longer needs to have actual knowledge of the statute or specific intent to violate it.

In addition, the Affordable Care Act provided that the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act.

Achieving and sustaining compliance with these laws may prove costly.

In addition, any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business.

If our operations are found to be in violation of any of the laws described above or any other governmental laws or regulations that apply to us, we may be subject to penalties, including administrative, civil and criminal penalties, damages, fines, disgorgement, the exclusion from participation in federal and state healthcare programs, individual imprisonment or the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our financial results.

Our employees, independent contractors, principal investigators, consultants, vendors, CROs and any partners with which we may collaborate may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.

We are exposed to the risk that our employees, independent contractors, principal investigators, consultants, vendors, CROs and any partners with which we may collaborate may engage in fraudulent or other illegal activity.

Misconduct by these persons could include intentional, reckless or negligent conduct or unauthorized activity that violates:

laws or regulations, including those laws requiring the reporting of true, complete and accurate information to the FDA or foreign regulatory authorities;

federal Anti-Kickback Statute, which prohibits, among other things, any person or entity from knowingly and willfully offering, soliciting,

receiving or providing any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in

cash or in kind, to induce either the referral of an individual or in return for the purchase, lease, or order of any good, facility

item or service, for which payment may be made, in whole or in part, under federal healthcare programs such as the Medicare and Medicaid

civil and criminal false claims laws and civil monetary penalty laws, including, for example, the federal civil False Claims Act,

which impose criminal and civil penalties, including civil whistleblower or qui tam actions, against individuals or entities for,

among other things, knowingly presenting, or causing to be presented, to the federal government, including the Medicare and Medicaid

programs, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation

to pay money to the federal government;

federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created new federal criminal statutes that prohibit

knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means

of false or fraudulent pretenses, representations or promises, any of the money or property owned by, or under the custody or control

of, any healthcare benefit program, regardless of the payor (e.g., public or private), knowingly and willfully embezzling or stealing

from a health care benefit program, willfully obstructing a criminal investigation of a health care offense and knowingly and willfully

falsifying, concealing or covering up by any trick or device a material fact or making any materially false statements in connection

with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters;

as amended by the Health Information Technology for Economic and Clinical Health Act, and their implementing regulations, which impose

obligations on covered entities, including healthcare providers, health plans, and healthcare clearinghouses, as well as their respective

business associates that create, receive, maintain or transmit individually identifiable health information for or on behalf of a

covered entity, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;

Physician Payments Sunshine Act requirements under the Affordable Care Act, which require manufacturers of drugs, devices, biologics

and medical supplies to report annually to the Centers for Medicare & Medicaid Services information related to payments and other

transfers of value provided to physicians and teaching hospitals, and ownership and investment interests held by physicians and their

immediate family members;

law equivalents of each of the above federal laws, such as anti-kickback and false claims laws, which may apply to items or services

reimbursed by any third-party payor, including commercial insurers;

state laws that require pharmaceutical companies to comply with

the pharmaceutical industry’s voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal

government, or otherwise restrict payments that may be provided to healthcare providers and other potential referral sources;

laws that require drug manufacturers to report information related to payments and other transfers of value to healthcare providers

or marketing expenditures;

and state laws governing the privacy and security of health information in certain circumstances, many

of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.

of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our

business activities could be subject to challenge under one or more of such laws.

In addition, recent health care reform legislation

has strengthened these laws.

For example, the recently enacted Affordable Care Act, among other things, amended the intent requirement

of the federal Anti-Kickback Statute and certain criminal healthcare fraud statutes.

A person or entity no longer needs to have actual

knowledge of the statute or specific intent to violate it.

In addition, the Affordable Care Act provided that the government may assert

that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent

claim for purposes of the federal civil False Claims Act.

and sustaining compliance with these laws may prove costly.

In addition, any action against us for violation of these laws, even if we

successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the

operation of our business.

If our operations are found to be in violation of any of the laws described above or any other governmental

laws or regulations that apply to us, we may be subject to penalties, including administrative, civil and criminal penalties, damages,

fines, disgorgement, the exclusion from participation in federal and state healthcare programs, individual imprisonment or the curtailment

or restructuring of our operations, any of which could adversely affect our ability to operate our business and our financial results.

employees, independent contractors, consultants, vendors, CROs and any partners with which we may collaborate may engage in misconduct

or other improper activities, including noncompliance with regulatory standards and requirements.

are exposed to the risk that our employees, independent contractors, consultants, vendors, CROs and any partners with which we may collaborate

may engage in fraudulent or other illegal activity.

Misconduct by these persons could include intentional, reckless or negligent conduct

or unauthorized activity that violates:

laws or regulations, including those laws requiring the reporting of true, complete and accurate

information to the FDA or foreign regulatory authorities;

manufacturing standards;

federal, state and foreign healthcare fraud and abuse laws and data privacy;

federal, state and foreign healthcare fraud and abuse

laws and data privacy;

or laws that require the true, complete and accurate reporting of financial information or data.

In particular, sales, marketing and other business arrangements in the healthcare industry are subject to extensive laws intended to prevent fraud, kickbacks, self-dealing and other abusive practices.

These laws may restrict or prohibit a wide range of business activities, including research, manufacturing, distribution, pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements.

Activities subject to these laws also involve the improper use of information obtained in the course of clinical trials, or illegal misappropriation of drug product, which could result in regulatory sanctions or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations, and serious harm to our reputation.

In addition, federal procurement laws impose substantial penalties for misconduct in connection with government contracts and require certain contractors to maintain a code of business ethics and conduct.

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 civil, criminal and administrative penalties, damages, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations, any of which could adversely affect our ability to operate our business and our operating results.

Our future growth depends, in part, on our ability to penetrate foreign markets, where we would be subject to additional regulatory burdens and other risks and uncertainties.

Our future profitability will depend, in part, on our ability to commercialize our product candidates in foreign markets for which we intend to rely on collaborations with third parties.

If we commercialize XYNGARI™ or our other product candidates in foreign markets, we would be subject to additional risks and uncertainties, including:

our customers’ ability to obtain market access and appropriate reimbursement for our product candidates in foreign markets;

our inability to directly control commercial activities because we are relying on third parties;

the burden of complying with complex and changing foreign regulatory, tax, accounting and legal requirements;

different medical practices and customs in foreign countries affecting acceptance in the marketplace

import or export licensing requirements;

longer accounts receivable collection times;

longer lead times for shipping;

language barriers for technical training;

reduced protection of intellectual property rights in some foreign countries;

foreign currency exchange rate fluctuations;

the interpretation of contractual provisions governed by foreign laws in the event of a contract dispute.

Foreign sales of our product candidates could also be adversely affected by the imposition of governmental controls, political and economic instability, trade restrictions and changes in tariffs, any of which may adversely affect our results of operations.

Development of test methodology for XYNGARI™ presents unique challenges due to the complex mixture of constituents in the product.

Determination of appropriate assay(s) for release and quality control evaluations could require significant development time and cost to successfully complete and uncertain.

XYNGARI™ is comprised of both inorganic and organic constituents, and unlike most pharmaceutical products, there is no single active component to characterize for purposes of assay development.

In order to release the drug product and test for stability we plan to develop a cell-based bioassay to assess inhibitory effects of XYNGARI™ on pro-inflammatory cytokines known to play a role in the pathogenesis of various skin diseases.

While this approach may show activity, it may not be suitable as a quality control release potency assay for XYNGARI™.

Furthermore, this technique may not have sufficient sensitivity to be considered stability-indicating and detect small changes or degradation to the product.

If we are not able to develop a suitable potency assay utilizing this approach, we may have to identify and develop an alternative bioassay platform or secondary approaches that may require additional orthogonal methodologies to meet our testing requirements.

This could be expensive, time consuming and its success uncertain, leading to delays in filing of the NDA.

Risks Related to Our Dependence on Third Parties

We are dependent on one supplier for the raw material used to produce XYNGARI™ and DMT410.

The termination of this contract would result in a disruption to product development and our business will be harmed.

We currently only have one qualified source of supply for the raw material used in XYNGARI™ and DMT410.

While we have an exclusive supply agreement with our supplier, our supplier may not comply with the terms of our agreement and may supply to third parties.

XYNGARI™ and DMT410 contain a wild growing freshwater sponge that grows in an area of the Volga River delta in Russia that is partially protected by a Russian government entity.

The Russian government entity allocates a quantity of freshwater sponge that may be harvested each harvest season and may determine in any year that no sponge or a smaller quantity of sponge than harvested in previous years may be harvested in a particular year, which could impact our ability to obtain raw material to manufacture and supply XYNGARI™ and DMT410.

If we have not adequately stockpiled raw materials, or even if we do stockpile raw material, we could not have enough raw material to meet the quantity demands to conduct our non-clinical and clinical studies or to supply product for the market if approved.

The freshwater sponge contained in XYNGARI™ and DMT410 can only be harvested once per year based on the presence of certain environmental conditions.

If these environmental conditions are not present during the harvest season, then our supplier may not be able to harvest the raw material required, which could impact our ability to manufacture and supply XYNGARI™ and DMT410.

The ability of our supplier to harvest the sponge may also be impacted by severe weather and limit the length of time they can harvest, which could limit the amount of raw material that can be harvested, which may impact our ability to manufacture and supply XYNGARI™ and DMT410.

The portion of the Volga River delta where the sponge grows could also become contaminated from pollutants, which could contaminate the sponge to be harvested by our supplier, making it unusable in humans, impacting our ability to manufacture and supply XYNGARI™ and DMT410.

Even if we are able to obtain supply, we and our supplier are exposed to a number of environmental and geopolitical risks, including:

risk of contamination being introduced in the Volga River, thereby polluting the Spongilla lacustris population through environmental factors that we cannot control, which could result in new impurities or reduced supply of raw materials;

loss of Spongilla lacustris habitat and other similar environmental risks to the sponge population whether due to climate change, over-development, or otherwise;

risk of disease in the Spongilla lacustris geographic area where harvested;

risk of trade issues between the U.S.

restrictions on trade of certain items between the U.S.

restriction on means of payment with Russian entities;

other unforeseen geopolitical factors that limit our ability access our supply of raw material.

Restrictions could be imposed on the harvesting of the raw material.

Such events could have a significant impact on our cost and ability to produce XYNGARI™ and DMT410 and anticipated line extensions.

The country from which we obtain the raw material could change its laws and regulations regarding the export of the natural products or impose or increase taxes or duties payable by exporters of such products.

In addition, any business, global or economic challenges our existing supplier faces, whether in the ordinary course of business or not, could impair its ability to supply our needs for raw materials.

Accordingly, there is a risk that supplies of our raw materials may be significantly delayed by or may become unavailable as a result of any issues affecting our supply and production of naturally sourced products.

In addition, if we need a new or additional suppliers, it may take a substantial amount of time and financial resources to identify any additional supplier(s) who can supply our required raw materials in the quality and quantity required for our pre-clinical and we may not be able to negotiate new agreements with an alternate or new supplier on terms that we deem commercially reasonable or at all, and the failure by us to enter into such agreements could harm our financial condition, business, clinical trials and prospects.

Our business may be affected by new sanctions, import restrictions, and export controls targeting Russia and other responses to Russia’s invasion of Ukraine.

As a result of Russia’s invasion of Ukraine, the United States, the United Kingdom and the European Union governments, among others, have developed coordinated sanctions, import restrictions, and export-control measure packages against Russian individuals and entities.

We are currently a party to an exclusive supply agreement for the supply of the Spongilla raw material used in XYNGARI™ and DMT410.

The counterparty to this supply agreement is a Russian entity.

To date, none of these sanctions, import restrictions, or export-controls have impacted our ability to perform under our supply agreement.

However, the imposition of enhanced import restrictions, export controls, or economic sanctions on transactions with Russia or Russian entities by the United States, the United Kingdom, and/or the European Union could make it challenging to process financial transactions in accordance with legal requirements and could prevent us from performing under this existing contract or any future contract we may enter or remitting payment for raw material purchased from our supplier.

If there is any limitation or restriction on our ability to make timely and compliant payments to our supplier, our supplier may refuse or delay the delivery of Spongilla raw material which could result in production interruptions, delays in the progress of clinical trials, increased costs to source alternative suppliers, and a material adverse impact on our operations, financial condition, and results of operations.

We’ve received multiple shipments of Spongilla raw material from our supplier during fiscal years 2023 and 2024 containing additional quantities of Spongilla raw material which we believe will provide us with sufficient quantities of Spongilla to complete the XYNGARI™ Phase 3 clinical program in moderate-to-severe acne and support filing an NDA for XYNGARI™ in acne in the event of the successful completion of the XYNGARI™ Phase 3 clinical program.

Depending on the extent and breadth of new sanctions, import restrictions, or export controls that may be imposed against Russia, otherwise or as a result of the impact of the war in the Ukraine, it is possible that our business, results of operations, and financial condition could be materially and adversely affected.

We have in the past relied and expect to continue to rely on third-party CROs and other third parties to conduct and oversee our clinical trials and other aspects of product development.

If these third parties do not meet our requirements or otherwise conduct the trials as required, we may not be able to satisfy our contractual obligations or obtain regulatory approval for, or commercialize, our product candidates when expected or at all.

We have in the past relied and expect to continue to rely on third-party CROs to conduct and oversee our clinical trials and other aspects of product development.

We also rely upon various medical institutions, clinical investigators and contract laboratories to conduct our trials in accordance with our clinical protocols and all applicable regulatory requirements, including the FDA’s regulations and GCPs, which are an international standard meant to protect the rights and health of patients and to define the roles of clinical trial sponsors, administrators and monitors, and state regulations governing the handling, storage, security and recordkeeping for drug and biologic products.

These CROs and other third parties play a significant role in the conduct of these trials and the subsequent collection and analysis of data from the clinical trials.

We rely heavily on these parties for the execution of our clinical trials and preclinical studies, and control only certain aspects of their activities.

We and our CROs and other third-party contractors are required to comply with GCP, GLP, and GACP requirements, which are regulations and guidelines enforced by the FDA and comparable foreign regulatory authorities for products in clinical development.

Regulatory authorities enforce these GCP, GLP and GACP requirements through periodic inspections of trial sponsors, principal investigators and trial sites.

If we or any of these third parties fail to comply with applicable GCP, GLP and GACP requirements, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or other regulatory authority may require us to perform additional clinical trials before approving our or our partners’ marketing applications.

We cannot assure you that upon inspection by a given regulatory authority, such regulatory authority will determine that any of our clinical or preclinical trials complies with applicable GCP and GLP requirements.

In addition, our clinical trials must generally be conducted with product produced under cGMP regulations.

Our failure to comply with these regulations and policies may require us to repeat clinical trials, which would delay the regulatory approval process.

Our CROs are not our employees, and we do not control whether or not they devote sufficient time and resources to our clinical trials.

Our CROs may also have relationships with other commercial entities, including our competitors, for whom they may also be conducting clinical trials, or other drug development activities, which could harm our competitive position.

We face the risk of potential unauthorized disclosure or misappropriation of our intellectual property by CROs, which may reduce our trade secret protection and allow our potential competitors to access and exploit our proprietary technology.

If our CROs do not successfully carry out their contractual duties or obligations, fail to meet expected deadlines, or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical protocols or regulatory requirements or for any other reason, our clinical trials may be extended, delayed or terminated, and we may not be able to obtain regulatory approval for, or successfully commercialize any product candidate that we develop.

As a result, our financial results and the commercial prospects for any product candidate that we develop would be harmed, our costs could increase, and our ability to generate revenue could be delayed.

If any of our CROs or clinical trial sites terminate their involvement in one of our clinical trials for any reason, we may not be able to enter into arrangements with alternative CROs or clinical trial sites, or do so on commercially reasonable terms.

In addition, if our relationship with clinical trial sites is terminated, we may experience the loss of follow-up information on patients enrolled in our ongoing clinical trials unless we are able to transfer the care of those patients to another qualified clinical trial site.

In addition, principal investigators for our clinical trials may serve as scientific advisors or consultants to us from time to time and could receive cash or equity compensation in connection with such services.

If these relationships and any related compensation result in perceived or actual conflicts of interest, the integrity of the data generated at the applicable clinical trial site may be questioned by the FDA

We rely completely on third-party contractors to supply, manufacture and distribute clinical drug supplies for our product candidates, including certain sole-source suppliers and manufacturers, we intend to rely on third parties for commercial supply, manufacturing and distribution if any of our product candidates receive regulatory approval and we expect to rely on third parties for supply, manufacturing and distribution of preclinical, clinical and commercial supplies of any future product candidates.

We do not currently have, nor do we plan to acquire, the infrastructure or capability to supply, manufacture or distribute preclinical, clinical or commercial quantities of drug substances or products.

Our ability to develop our product candidates depends and our ability to commercially supply our products will depend, in part, on our ability to successfully obtain the raw materials and APIs and other substances and materials used in our product candidates from third parties and to have finished products manufactured by third parties in accordance with regulatory requirements and in sufficient quantities for preclinical and clinical testing and commercialization.

If we fail to develop and maintain supply relationships with these third parties, we may be unable to continue to develop or commercialize our product candidates.

We rely and will continue to rely on a certain third party as the sole source of the materials it supplies or the finished products it manufactures.

Any of our existing and future suppliers or manufacturers may:

fail to supply us with product on a timely basis or in the requested amount due to unexpected damage to or destruction of facilities or equipment or otherwise;

fail to increase manufacturing capacity and produce drug product and components in larger quantities and at higher yields in a timely or cost-effective manner, or at all, to sufficiently meet our clinical or commercial needs;

be unable to meet our production demands due to issues related to their reliance on sole-source suppliers and manufacturers;

supply us with product that fails to meet regulatory requirements;

become unavailable through business interruption or financial insolvency;

lose regulatory status as an approved source;

be unable or unwilling to renew current supply agreements when such agreements expire on a timely basis, on acceptable terms or at all;

discontinue production or manufacturing of necessary drug substances or products.

In the event of any of the foregoing, if we do not have an alternative supplier or manufacturer in place, we would be required to expend substantial management time and expense to identify, qualify and transfer processes to alternative suppliers or manufacturers.

Transferring technology to other sites may require additional processes, technologies and validation studies, which are costly, may take considerable amounts of time, may not be successful and, in most cases, require review and approval by the FDA.

Any need to find and qualify new suppliers or manufacturers could significantly delay production of our product candidates, adversely impact our ability to market our product candidates and adversely affect our business.

Replacements may not be available to us on a timely basis, on acceptable terms or at all.

Additionally, we and our manufacturers do not currently maintain significant inventory of drug substances and other materials.

Any interruption in the supply of a drug substance or other material or in the manufacture of our product candidates could have a material adverse effect on our business, financial condition, operating results and prospects.

We do not have direct control over the ability of our contract suppliers and manufacturers to maintain adequate capacity and capabilities to serve our needs, including quality control, quality assurance and qualified personnel.

Although we are ultimately responsible for ensuring compliance with regulatory requirements such as cGMPs and GACP, we are dependent on our contract suppliers and manufacturers for day-to-day compliance with cGMPs or GACP for production of raw materials, APIs, and finished products.

Facilities used by our contract suppliers and manufacturers to produce the APIs and other substances and materials or finished products for commercial sale must pass inspection and be approved by the FDA and other relevant regulatory authorities.

Our contract suppliers and manufacturers must comply with cGMP and GACP requirements enforced by the FDA through its facilities inspection program and review of submitted technical information.

If the safety of any product or product candidate or component is compromised due to a failure to adhere to applicable laws or for other reasons, we may not be able to successfully commercialize or obtain regulatory approval for the affected product or product candidate, and we may be held liable for injuries sustained as a result.

Any of these factors could cause a delay or termination of preclinical studies, clinical trials or regulatory submissions or approvals of our product candidates, and could entail higher costs or result in our being unable to effectively commercialize our approved products on a timely basis, or at all.

In addition, these contract manufacturers may engage with other companies to supply and manufacture materials or products for such companies, which may expose our suppliers and manufacturers to regulatory risks for the production of such materials and products.

As a result, failure to meet the regulatory requirements for the production of those materials and products may also affect the regulatory clearance of a contract supplier’s or manufacturer’s facility.

If the FDA or a comparable foreign regulatory agency does not approve these facilities for the supply or manufacture of our product candidates, or if it withdraws its approval in the future, we may need to find alternative supply or manufacturing facilities, which would negatively impact our ability to develop, obtain regulatory approval of or market our product candidates, if approved.

Our reliance on contract manufacturers and suppliers further exposes us to the possibility that they, or third parties with access to their facilities, will have access to and may misappropriate our trade secrets or other proprietary information.

In addition, the manufacturing facilities of certain of our suppliers, including our supplier of Spongilla lacustris, are located outside of the United States.

This may give rise to difficulties in importing our products or product candidates or their components into the United States or other countries as a result of, among other things, regulatory agency approval requirements or import inspections, incomplete or inaccurate import documentation or defective packaging.

If we are not able to establish and maintain collaborations, we may have to alter our development and commercialization plans.

The development and potential commercialization of our product candidates will require substantial additional cash to fund expenses.

In order to fund further development of our product candidates, we may collaborate with pharmaceutical and biotechnology companies for the development and potential commercialization of those product candidates.

We face significant competition in seeking appropriate partners.

Whether we reach a definitive agreement for a collaboration will depend, among other things, upon our assessment of the partner’s resources and experience, the terms and conditions of the proposed collaboration and the proposed partner’s evaluation of a number of factors.

Those factors may include the design or results of clinical trials;

the likelihood of approval by the FDA or other regulatory authorities;

the potential market for the subject product candidate;

the costs and complexities of manufacturing and delivering such product candidate to patients;

the potential of competing products;

any uncertainty with respect to our ownership of our intellectual property;

and industry and market conditions generally.

The partner may also consider alternative product candidates or technologies for similar indications that may be available for collaboration and whether such a collaboration could be more attractive than the one with us for our product candidate.

We may also be restricted under future license agreements from entering into agreements on certain terms with potential partners.

Collaborations are complex and time-consuming to negotiate and document.

In addition, there have been a significant number of recent business combinations among large pharmaceutical companies that have resulted in a reduced number of potential future partners.

Future collaborations we may enter into may involve the following risks:

collaborators may have significant discretion in determining the efforts and resources that they will apply to these collaborations;

collaborators may not perform their obligations as expected;

changes in the collaborators’ strategic focus or available funding, or external factors, such as an acquisition, may divert resources or create competing priorities;

collaborators may delay discovery and preclinical development, provide insufficient funding for product development of targets selected by us, stop or abandon discovery and preclinical development for a product candidate, repeat or conduct new discovery and preclinical development for a product candidate;

collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with our products or product candidates if the collaborators believe that competitive products are more likely to be successfully developed than ours;

product candidates discovered in collaboration with us may be viewed by our collaborators as competitive with their own product candidates or products, which may cause collaborators to cease to devote resources to the development of our product candidates;

disagreements with collaborators, including disagreements over proprietary rights, contract interpretation or the preferred course of development, might cause delays or termination of the discovery, preclinical development or commercialization of product candidates, might lead to additional responsibilities for us with respect to product candidates, or might result in litigation or arbitration, any of which would be time-consuming and expensive;

collaborators may not properly maintain or defend our intellectual property rights or intellectual property rights licensed to us or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential litigation;

collaborators may infringe the intellectual property rights of third parties, which may expose us to litigation and potential liability;

collaborations may be terminated for the convenience of the collaborator and, if terminated, we could be required to raise additional capital to pursue further development or commercialization of the applicable product candidates.

Collaborations typically impose detailed obligations on each party.

If we were to breach our obligations, we may face substantial consequences, including potential termination of the collaboration, and our rights to our partners’ product candidates, in which we have invested substantial time and money, would be lost.

We may not be able to negotiate collaborations on a timely basis, on acceptable terms or at all.

If we are unable to do so, we may have to curtail the development of a product candidate, reduce or delay its development program or one or more of our other development programs, delay its potential commercialization or increase our expenditures and undertake development or commercialization activities at our own expense.

If we elect to increase our expenditures to fund development or commercialization activities on our own, we may need to obtain additional capital, which may not be available to us on acceptable terms or at all.

If we do not have sufficient funds, we may not be able to further develop our product candidates or bring them to market and generate product revenue.

Risks Related to Managing Our Growth, Our Employees and Our Operations

We will need to further increase the size and complexity of our organization in the future, and we may experience difficulties in executing our growth strategy and managing any growth.

Our management, personnel, systems and facilities currently in place are not adequate to support our business plan and near-term future growth.

We will need to further expand our chemistry and manufacturing team, clinical team, managerial, operational, financial, and other resources to support our planned research, development and commercialization activities.

To manage our operations, growth and various projects effectively requires that we:

continue to improve our operational, financial, management and regulatory compliance controls and reporting systems and procedures;

attract and retain sufficient numbers of talented employees;

develop a marketing, sales and distribution capability;

manage our commercialization activities for our product candidates effectively and in a cost-effective manner;

establish and maintain relationships with development and commercialization partners;

manage our preclinical and clinical trials effectively;

manage our third-party supply and manufacturing operations effectively and in a cost-effective manner, while increasing production capabilities for our current product candidates to commercial levels;

manage our development efforts effectively while carrying out our contractual obligations to partners and other third parties.

In addition, historically, we have utilized and continue to utilize the services of part-time outside consultants to perform a number of tasks for us, including tasks related to preclinical and clinical testing.

In particular,

sales, marketing and other business arrangements in the healthcare industry are subject to extensive laws intended to prevent fraud,

kickbacks, self-dealing and other abusive practices.

These laws may restrict or prohibit a wide range of business activities, including

research, manufacturing, distribution, pricing, discounting, marketing and promotion, sales commission, customer incentive programs and

other business arrangements.

Activities subject to these laws also involve the improper use of information obtained in the course of

clinical trials, or illegal misappropriation of drug product, which could result in regulatory sanctions or other actions or lawsuits

stemming from a failure to be in compliance with such laws or regulations, and serious harm to our reputation.

In addition, federal procurement

laws impose substantial penalties for misconduct in connection with government contracts and require certain contractors to maintain

a code of business ethics and conduct.

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 civil, criminal and

administrative penalties, damages, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal healthcare

programs, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations, any of which

could adversely affect our ability to operate our business and our operating results.

future growth depends, in part, on our ability to penetrate foreign markets, where we would be subject to additional regulatory burdens

and other risks and uncertainties.

future profitability will depend, in part, on our ability to commercialize our products in foreign markets for which we intend to rely

on collaborations with third parties.

If we commercialize the Foundational Treatment or our other products in foreign markets,

we would be subject to additional risks and uncertainties, including:

customers’ ability to obtain market access for our products in foreign markets;

inability to directly control commercial activities because we are relying on third parties;

burden of complying with complex and changing foreign regulatory, tax, accounting and legal requirements;

medical practices and customs in foreign countries affecting acceptance in the marketplace;

or export licensing requirements;

accounts receivable collection times;

lead times for shipping;

barriers for technical training;

protection of intellectual property rights in some foreign countries;

currency exchange rate fluctuations;

interpretation of contractual provisions governed by foreign laws in the event of a contract dispute.

sales of our products could also be adversely affected by the imposition of governmental controls, political and economic instability,

trade restrictions and changes in tariffs, any of which may adversely affect our results of operations.

related to marketing activities

of social media may materially and adversely affect our reputation or subject us to fines or other penalties.

plan to rely to a large extent on our online presence to reach consumers, and we offer consumers the opportunity to rate and comment

on our products on our e-commerce websites.

Negative commentary or false statements regarding us or our products may be posted on our

e-commerce websites or social media platforms and may be adverse to our reputation or business.

Our target consumers often value readily

available information and often act on such information without further investigation and without regard to the information’s accuracy.

The harm from such negative or false statements may be immediate without affording us an opportunity for redress or correction.

we may face claims relating to information that is published or made available through the interactive features of our e-commerce websites.

For example, we may receive third-party complaints that the comments or other content posted by users on our platforms infringe third-party

intellectual property rights or otherwise infringe the legal rights of others.

While the Communications Decency Act and Digital Millennium

Copyright Act generally protect online service providers from certain claims of copyright infringement or other legal liability for the

self-directed activities of its users, if it were determined that we did not meet the relevant safe harbor requirements under either

law, we could be exposed to claims related to advertising practices, defamation, intellectual property rights, rights of publicity and

privacy, and personal injury torts.

We could incur significant costs investigating and defending such claims and, if we are found liable,

significant damages.

If any of these events occur, our business, financial condition and results of operations could be materially and

adversely affected.

We also plan to use third-party social media platforms as marketing

For example, we plan to maintain Facebook, TikTok, Instagram, and YouTube accounts, among others.

As e-commerce and social media

platforms continue to rapidly evolve, we must continue to maintain a presence on these platforms and establish presences on new or emerging

popular social media platforms.

If we are unable to cost-effectively use social media platforms as marketing tools, our ability to acquire

new consumers and our financial condition may suffer.

Furthermore, as laws and regulations rapidly evolve to govern the use of these platforms

and devices, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations in

the use of these platforms and devices could subject us to regulatory investigations, class action lawsuits, liability, fines or other

penalties and have a material adverse effect on our business, financial condition and result of operations.

addition, an increase in the use of social media for product promotion and marketing may cause an increase in the burden to monitor compliance

of such materials and increase the risk that such materials could contain problematic product or marketing claims in violation of applicable

expect that our business will rely heavily on email and other messaging services, and any restrictions on the sending of emails or messages

or an inability to timely deliver such communications could materially adversely affect our net revenue and business.

expect that our business will be highly dependent upon email and other messaging services for promoting our brand, products and e-commerce

We expect to provide emails and “push” communications to inform consumers of new products, shipping specials and

other promotions.

We believe these messages are an important part of our consumer experience.

If we are unable to successfully deliver

emails or other messages to our subscribers, or if subscribers decline to open or read our messages, our business, financial condition

and results of operations may be materially adversely affected.

Changes in how web and mail services block, organize and prioritize email

may reduce the number of subscribers who receive or open our emails.

For example, Google’s Gmail service has a feature that organizes

incoming emails into categories (e.g., primary, social and promotions).

Such categorization or similar inbox organizational features

may result in our emails being delivered in a less prominent location in a subscriber’s inbox or viewed as “spam” by

our subscribers and may reduce the likelihood of that subscriber reading our emails.

Actions by third parties to block, impose restrictions

on or charge for the delivery of emails or other messages could also adversely impact our business.

From time to time, Internet service

providers or other third parties may block bulk email transmissions or otherwise experience technical difficulties that result in our

inability to successfully deliver emails or other messages to consumers.

in the laws or regulations that limit our ability to send such communications or impose additional requirements upon us in connection

with sending such communications would also materially adversely impact our business.

use of email and other messaging services to send communications to consumers may also result in legal claims against us, which may cause

increased expenses, and if successful might result in fines and orders with costly reporting and compliance obligations or might limit

or prohibit our ability to send emails or other messages.

We also rely on social networking messaging services to send communications

and to encourage consumers to send communications.

Changes to the terms of these social networking services to limit promotional communications,

any restrictions that would limit our ability or our consumers’ ability to send communications through their services, disruptions

or downtime experienced by these social networking services or decline in the use of or engagement with social networking services by

consumers could materially and adversely affect our business, financial condition and results of operations.

Related to Managing Our Growth, Our Employees and Our Operations

will need to further increase the size and complexity of our organization in the future, and we may experience difficulties in executing

our growth strategy and managing any growth.

management, personnel, systems and facilities currently in place are not adequate to support our business plan and near-term future growth.

We will need to further expand our chemistry and manufacturing team, clinical team, managerial, operational, financial, and other resources

to support our planned research, development and commercialization activities.

manage our operations, growth and various projects effectively requires that we:

to improve our operational, financial, management and regulatory compliance controls and reporting systems and procedures;

and retain sufficient numbers of talented employees;

a marketing, sales and distribution capability;

our commercialization activities for our products effectively and in a cost-effective manner;

and maintain relationships with development and commercialization partners;

our third-party supply and manufacturing operations effectively and in a cost-effective manner, while increasing production capabilities

for our current products to commercial levels;

our development efforts effectively while carrying out our contractual obligations to partners and other third parties.

addition, historically, we have utilized and continue to utilize the services of part-time outside consultants to perform a number of

tasks for us.

Our growth strategy may also entail expanding our use of consultants to implement these and other tasks going forward.

We rely on consultants for certain functions of our business and will need to effectively manage these consultants to ensure that they successfully carry out their contractual obligations and meet expected deadlines.

There can be no assurance that we will be able to manage our existing consultants or find other competent outside consultants, as needed, on economically reasonable terms, or at all.

If we are not able to effectively manage our growth and expand our organization by hiring new employees and expanding our use of consultants, we might be unable to implement successfully the tasks necessary to execute effectively on our planned research, development and commercialization activities and, accordingly, might not achieve our research, development and commercialization goals.

If we fail to attract and retain management and other key personnel, we may be unable to continue to successfully develop or commercialize our product candidates or otherwise implement our business plan.

Our ability to compete in the highly competitive pharmaceuticals industry depends upon our ability to attract and retain highly qualified managerial, scientific, medical, sales and marketing and other personnel.

We are highly dependent on our management and scientific personnel, including:

We rely on consultants for certain functions of our business and will need to effectively manage these consultants to ensure that they

successfully carry out their contractual obligations and meet expected deadlines.

There can be no assurance that we will be able to manage

our existing consultants or find other competent outside consultants, as needed, on economically reasonable terms, or at all.

not able to effectively manage our growth and expand our organization by hiring new employees and expanding our use of consultants, we

might be unable to implement successfully the tasks necessary to execute effectively on our planned research, development and commercialization

activities and, accordingly, might not achieve our research, development and commercialization goals.

we fail to attract and retain management and other key personnel, we may be unable to continue to successfully develop or commercialize

our products or otherwise implement our business plan.

ability to compete in the highly competitive consumer and skincare industries depends upon our ability to attract and retain highly qualified

managerial, scientific, medical, sales and marketing and other personnel.

We are highly dependent on our management and scientific personnel,

Proehl, our Chief Executive Officer, President and Chairman of our board of directors (the “Board”);

2 unchanged sentences

Nardo, M.P.H., Ph.D.

our Chief Development Officer;

our Chief Development

and Maria Bedoya Toro Munera, Ph.D.

M.B.A., our Senior Vice President, Regulatory Affairs and Quality Assurance.

The loss of the services of any of these individuals could impede, delay or prevent the successful development of our product pipeline, completion of our planned clinical trials, commercialization of our product candidates or in-licensing or acquisition of new assets and could negatively impact our ability to successfully implement our business plan.

If we lose the services of any of these individuals, we might not be able to find suitable replacements on a timely basis or at all, and our business could be harmed as a result.

We do not maintain “key man” insurance policies on the lives of these individuals or the lives of any of our other employees.

In order to retain valuable employees at our company, in addition to salary and cash incentives, we provide stock options that vest over time.

The value to employees of stock options that vest over time will be significantly affected by movements in our stock price that are beyond our control and may at any time be insufficient to counteract offers from other companies.

We might not be able to attract or retain qualified management and other key personnel in the future due to the intense competition for qualified personnel among biotechnology, pharmaceutical and other businesses, particularly in the San Diego area where we are headquartered.

We could have difficulty attracting experienced personnel to our company and may be required to expend significant financial resources in our employee recruitment and retention efforts.

Many of the other pharmaceutical companies with whom we compete for qualified personnel have greater financial and other resources, different risk profiles and longer histories in the industry than we do.

They also may provide more diverse opportunities and better chances for career advancement.

If we are not able to attract and retain the necessary personnel to accomplish our business objectives, we may experience constraints that will harm our ability to implement our business strategy and achieve our business objectives.

In addition, we have scientific and clinical advisors who assist us in formulating our development and clinical strategies.

These advisors are not our employees and may have commitments to, or consulting or advisory contracts with, other entities that may limit their availability to us.

In addition, our advisors may have arrangements with other companies to assist those companies in developing products or technologies that may compete with ours.

We currently have limited marketing capabilities and no outside sales organization.

If we are unable to establish sales and marketing capabilities on our own or through third parties, we will be unable to successfully commercialize our product candidates, if approved, or generate product revenue.

We currently have limited marketing capabilities and no sales organization.

To commercialize our product candidates, if approved, in the United States, Canada, the European Union and other jurisdictions we seek to enter, we must build our marketing, sales, distribution, managerial and other non-technical capabilities or make arrangements with third parties to perform these services, and we may not be successful in doing so.

Although our management team has experience in the marketing, sale and distribution of pharmaceutical products from prior employment at other companies, we as a company have no prior experience in the marketing, sale and distribution of pharmaceutical products and there are significant risks involved in building and managing a sales organization, including our ability to hire, retain and incentivize qualified individuals, generate sufficient sales leads, provide adequate training to sales and marketing personnel and effectively manage a geographically dispersed sales and marketing team.

Any failure or delay in the development of our internal sales, marketing and distribution capabilities would adversely impact the commercialization of these products.

We may choose to collaborate with additional third parties that have direct sales forces and established distribution systems, either to augment our own sales force and distribution systems or in lieu of our own sales force and distribution systems.

If we are unable to enter into such arrangements on acceptable terms or at all, we may not be able to successfully commercialize our product candidates.

If we are unable to successfully commercialize our product candidates, either on our own or through collaborations with one or more third parties, our business, financial condition, operating results and prospects would suffer.

Our failure to successfully in-license, acquire, develop, and market additional product candidates or approved products would impair our ability to grow our business.

We intend to in-license, acquire, develop, and market additional products and product candidates and we may in-license or acquire commercial-stage products or engage in other strategic transactions.

Because our internal research and development capabilities are limited, we may be dependent upon pharmaceutical companies, academic scientists, and other researchers to sell or license products or technology to us.

The success of this strategy depends partly upon our ability to identify and select promising pharmaceutical product candidates and products, negotiate licensing or acquisition agreements with their current owners and finance these arrangements.

The process of proposing, negotiating, and implementing a license or acquisition of a product candidate or approved product is lengthy and complex.

Other companies, including some with substantially greater financial, marketing, sales, and other resources, may compete with us for the license or acquisition of product candidates and approved products.

We have limited resources to identify and execute the acquisition or in-licensing of third-party products, businesses and technologies and integrate them into our current infrastructure.

Moreover, we may devote resources to potential acquisitions or licensing opportunities that are never completed, or we may fail to realize the anticipated benefits of such efforts.

We may not be able to acquire the rights to additional product candidates on terms that we find acceptable, or at all.

Further, any product candidate that we acquire may require additional development efforts prior to commercial sale, including preclinical or clinical testing and approval by the FDA and applicable foreign regulatory authorities.

All product candidates are prone to risks of failure typical of pharmaceutical product development, including the possibility that a product candidate will not be shown to be sufficiently safe and effective for approval by regulatory authorities.

In addition, we cannot provide assurance that any approved products that we acquire will be manufactured or sold profitably or achieve market acceptance.

Additional potential transactions that we may consider include a variety of different business arrangements, including spin-offs, strategic partnerships, joint ventures, restructurings, divestitures, business combinations and investments.

Any such transaction may require us to incur non-recurring or other charges, may increase our near- and long-term expenditures and may pose significant integration challenges or disrupt our management or business, which could adversely affect our operations and financial results.

For example, these transactions entail numerous potential operational and financial risks, including:

exposure to unknown liabilities;

disruption of our business and diversion of our management’s time and attention in order to develop acquired products, product candidates or technologies;

incurrence of substantial debt or dilutive issuances of equity securities to pay for acquisitions;

substantial acquisition and integration costs;

write-downs of assets or impairment charges;

increased amortization expenses;

difficulty and cost in combining the operations and personnel of any acquired businesses with our operations and personnel;

impairment of relationships with key suppliers, partners or customers of any acquired businesses due to changes in management and ownership;

inability to retain our key employees or those of any acquired businesses.

Accordingly, there can be no assurance that we will undertake or successfully complete any transactions of the nature described above, and any transaction that we do complete could harm our business, financial condition, operating results, and prospects.

Manufacturing and supply of the APIs and other substances and materials used in our product candidates is a complex and technically challenging undertaking, and there is potential for failure at many points in the manufacturing, testing, quality assurance and distribution supply chain, as well as the potential for latent defects after products have been manufactured and distributed.

Manufacturing and supply of APIs, other substances and materials and finished drug products is technically challenging.

Changes beyond our direct control can impact the quality, volume, price, and successful delivery of our product candidates and can impede, delay, limit or prevent the successful development and commercialization of our product candidates.

Mistakes and mishandling are not uncommon and can affect successful production and supply.

Some of these risks include:

failure of our manufacturers to follow cGMP or GACP requirements or mishandling of product while in production or in preparation for transit;

inability of our contract suppliers and manufacturers to efficiently and cost-effectively increase and maintain high yields and batch quality, consistency and stability;

our inability to develop an FDA approved bioassay for release of any future product;

difficulty in establishing optimal drug delivery substances and techniques, production and storage methods and packaging and shipment processes;

transportation and import/export risk, particularly given the global nature of our supply chain;

delays in analytical results or failure of analytical techniques that we depend on for quality control and release of any future product;

natural disasters, pandemics, labor disputes, financial distress, lack of raw material supply, issues with facilities and equipment or other forms of disruption to business operations of our contract manufacturers and suppliers;

latent defects that may become apparent after the product has been released and which may result in recall and destruction of product.

Any of these factors could result in delays or higher costs in connection with our clinical trials, regulatory submissions, required approvals or commercialization of our product candidates, which could harm our business, financial condition, operating results and prospects.

Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations.

Our operations to date have been primarily limited to researching and developing our product candidates and undertaking preclinical studies and clinical trials of our product candidates.

We have not yet obtained regulatory approvals for any of our product candidates.

Consequently, any predictions you make about our future success or viability may not be as accurate as they could be if we had a longer operating history or approved products on the market.

Furthermore, our operating results may fluctuate due to a variety of other factors, many of which are outside of our control and may be difficult to predict, including the following:

delays in the commencement, enrollment and the timing of clinical testing for our product candidates;

the timing and success or failure of clinical trials for our product candidates or competing product candidates, or any other change in the competitive landscape of our industry, including consolidation among our competitors or partners;

any delays in regulatory review and approval of product candidates in clinical development;

the timing and cost of, and level of investment in, research and development activities relating to our product candidates, which may change from time to time;

the cost of manufacturing our product candidates, which may vary depending on FDA guidelines and requirements, and the quantity of production;

our ability to obtain additional funding to develop our product candidates;

expenditures that we will or may incur to acquire or develop additional product candidates and technologies;

the level of demand for our product candidates, should they receive approval, which may vary significantly;

potential side effects of our product candidates that could delay or prevent commercialization or cause an approved drug to be taken off the market;

the ability of patients or healthcare providers to obtain coverage of or sufficient reimbursement for our product candidates, if approved;

our dependency on third-party manufacturers to supply or manufacture our product candidates;

our ability to establish an effective sales, marketing and distribution infrastructure in a timely manner;

market acceptance of our product candidates, if approved, and our ability to forecast demand for those product candidates;

our ability to receive approval and commercialize our product candidates outside of the United States;

our ability to establish and maintain collaborations, licensing or other arrangements;

our ability and third parties’ abilities to protect intellectual property rights;

costs related to and outcomes of potential litigation or other disputes;

our ability to adequately support future growth;

our ability to attract and retain key personnel to manage our business effectively;

potential liabilities associated with hazardous materials;

our ability to maintain adequate insurance policies;

future accounting pronouncements or changes in our accounting policies.

Our operating results and liquidity needs could be negatively affected by market fluctuations and economic downturn.

Our operating results and liquidity could be negatively affected by economic conditions generally, both in the United States and elsewhere around the world.

The market for discretionary medical products and procedures may be particularly vulnerable to unfavorable economic conditions.

Some patients may consider certain of our product candidates to be discretionary, and if full reimbursement for such products is not available, demand for these products may be tied to the discretionary spending levels of our targeted patient populations.

Domestic and international equity and debt markets have experienced and may continue to experience heightened volatility and turmoil based on domestic and international economic conditions and concerns.

In the event these economic conditions and concerns continue or worsen and the markets continue to remain volatile, our operating results and liquidity could be adversely affected by those factors in many ways, including weakening demand for certain of our products and making it more difficult for us to raise funds if necessary, and our stock price may decline.

Additionally, although we plan to market our products primarily in the United States, our partners have extensive global operations, indirectly exposing us to risk.

Our business and operations would suffer in the event of failures in our internal computer systems.

Despite the implementation of security measures, our internal computer systems, and those of our current and any future partners, contractors and consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures.

While we have not experienced any such material system failure, accident, or security breach to date, if such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our manufacturing activities, development programs and our business operations.

For example, the loss of manufacturing records or clinical trial data from completed or future clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data.

To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and the further commercialization and development of our products and product candidates could be delayed.

We are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.

Significant disruptions to our information technology systems or breaches of information security could adversely affect our business.

In the ordinary course of business, we may collect, store, and transmit confidential information and data, and it is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information.

The size and complexity of our information technology systems, and those of our third-party vendors with whom we contract, make such systems potentially vulnerable to service interruptions and security breaches from inadvertent or intentional actions by our employees, partners, or vendors, from attacks by malicious third parties, or from intentional or accidental physical damage to our systems infrastructure maintained by us or by third parties.

Maintaining the secrecy of this confidential, proprietary, or trade secret information is important to our competitive business position.

While we have taken steps to protect such information and invested in information technology, there can be no assurance that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information that could adversely affect our business operations or result in the loss, dissemination, or misuse of critical or sensitive information.

A breach of our security measures or the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or misuse of trade secrets, proprietary information, or other confidential information, whether as a result of theft, hacking, fraud, trickery or other forms of deception, or for any other reason, could enable others to produce competing products, use our proprietary technology or information, or adversely affect our business or financial condition.

Further, any such interruption, security breach, loss or disclosure of confidential information, could result in financial, legal, business, and reputational harm to us and could have a material adverse effect on our business, financial position, results of operations or cash flow.

Risks Related to Our Intellectual Property

We may not be able to obtain or enforce patent rights or other intellectual property rights that cover our product candidates and technologies that are of sufficient breadth to prevent third parties from competing against us.

Our success with respect to our product candidates and technologies will depend in part on our ability to obtain and maintain patent protection in both the United States and other countries, to preserve our trade secrets and to prevent third parties from infringing upon our proprietary rights.

Our ability to protect any of our product candidates from unauthorized or infringing use by third parties depends in substantial part on our ability to obtain and maintain valid and enforceable patents or enforce confidentiality contracts.

Our patents include licensed patents and patent applications in the United States and foreign jurisdictions where we believe there is a market opportunity for our products.

the services of any of these individuals could impede, delay or prevent the successful development of our products, commercialization

of our products, or in-licensing or acquisition of new assets and could negatively impact our ability to successfully implement our business

If we lose the services of any of these individuals, we might not be able to find suitable replacements on a timely basis or at

all, and our business could be harmed as a result.

We do not maintain “key man” insurance policies on the lives of these

individuals or the lives of any of our other employees.

In order to retain valuable employees at our company, in addition to salary and

cash incentives, we provide stock options that vest over time.

The value to employees of stock options that vest over time will be significantly

affected by movements in our stock price that are beyond our control and may at any time be insufficient to counteract offers from other

might not be able to attract or retain qualified management and other key personnel in the future due to the intense competition for

qualified personnel among consumer, skincare, pharmaceutical and other businesses, particularly in the San Diego area where we are headquartered.

We could have difficulty attracting experienced personnel to our company and may be required to expend significant financial resources

in our employee recruitment and retention efforts.

Many of the other consumer and skincare companies with whom we compete for qualified

personnel have greater financial and other resources, different risk profiles and longer histories in the industry than we do.

may provide more diverse opportunities and better chances for career advancement.

If we are not able to attract and retain the necessary

personnel to accomplish our business objectives, we may experience constraints that will harm our ability to implement our business strategy

and achieve our business objectives.

addition, we have marketing, sales, and scientific advisors who assist us in formulating our development and marketing strategies.

advisors are not our employees and may have commitments to, or consulting or advisory contracts with, other entities that may limit their

availability to us.

In addition, our advisors may have arrangements with other companies to assist those companies in developing products

or technologies that may compete with ours.

currently have limited marketing capabilities.

If we are unable to establish sales and marketing capabilities on our own or through third

parties, we will be unable to successfully commercialize our product candidates or generate product revenue.

currently have limited marketing capabilities.

To commercialize our products, in the United States, and possibly Canada, the European

Union and other jurisdictions we seek to enter, we must build our marketing, sales, distribution, managerial and other non-technical

capabilities or make arrangements with third parties to perform these services, and we may not be successful in doing so.

management team has experience in the marketing, sale and distribution of pharmaceutical products from prior employment at other companies,

we as a company have no prior experience in the marketing, sale and distribution of skincare products.

Any failure or delay in the development

of our internal sales, marketing and distribution capabilities would adversely impact the commercialization of these products.

choose to collaborate with additional third parties that have direct sales forces and established distribution systems, either to augment

our own sales force and distribution systems or in lieu of our own sales force and distribution systems.

If we are unable to enter into

such arrangements on acceptable terms or at all, we may not be able to successfully commercialize our products.

If we are unable to successfully

commercialize our products, either on our own or through collaborations with one or more third parties, our business, financial condition,

operating results and prospects would suffer.

Our failure to successfully in-license,

acquire, develop, and market additional products would impair our ability to grow our business.

We intend to in-license, acquire, develop, and

market additional products and we may in-license or acquire commercial-stage products or engage in other strategic transactions.

our internal research and development capabilities are limited, we may be dependent upon other companies, to sell or license products

or technology to us.

The success of this strategy depends partly upon our ability to identify and select promising products and products,

negotiate licensing or acquisition agreements with their current owners and finance these arrangements.

process of proposing, negotiating, and implementing a license or acquisition of a product or commercial product is lengthy and complex.

Other companies, including some with substantially greater financial, marketing, sales, and other resources, may compete with us for

the license or acquisition of products and commercial products.

We have limited resources to identify and execute the acquisition or

in-licensing of third-party products, businesses and technologies and integrate them into our current infrastructure.

Moreover, we may

devote resources to potential acquisitions or licensing opportunities that are never completed, or we may fail to realize the anticipated

benefits of such efforts.

We may not be able to acquire the rights to additional products on terms that we find acceptable, or at all.

any product that we acquire may require additional development efforts prior to commercial sale.

In addition, we cannot provide assurance

that any commercial products that we acquire will be manufactured or sold profitably or achieve market acceptance.

potential transactions that we may consider include a variety of different business arrangements, including spin-offs, strategic partnerships,

joint ventures, restructurings, divestitures, business combinations and investments.

Any such transaction may require us to incur non-recurring

or other charges, may increase our near- and long-term expenditures and may pose significant integration challenges or disrupt our management

or business, which could adversely affect our operations and financial results.

For example, these transactions entail numerous potential

operational and financial risks, including:

to unknown liabilities;

of our business and diversion of our management’s time and attention in order to develop acquired products, products or technologies;

of substantial debt or dilutive issuances of equity securities to pay for acquisitions;

acquisition and integration costs;

of assets or impairment charges;

amortization expenses;

and cost in combining the operations and personnel of any acquired businesses with our operations and personnel;

of relationships with key suppliers, partners or customers of any acquired businesses due to changes in management and ownership;

to retain our key employees or those of any acquired businesses.

there can be no assurance that we will undertake or successfully complete any transactions of the nature described above, and any transaction

that we do complete could harm our business, financial condition, operating results, and prospects.

operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating

results to fall below expectations.

operations to date have been primarily limited to researching and developing our previous Rx product candidates and undertaking preclinical

studies and clinical trials of our Rx product candidates.

We have never launched a commercial product as a company.

Consequently, any

predictions we make about our future success or viability may not be as accurate as they could be if we had a longer operating history

or commercialized products on the market.

Furthermore, our operating results may fluctuate due to a variety of other factors, many of

which are outside of our control and may be difficult to predict, including the following:

timing and cost of, and level of investment in, research and development activities relating to our products, which may change from

time to time;

cost of manufacturing our products, which may vary depending on guidelines and requirements, and the quantity of production;

ability to obtain additional funding to develop our products;

that we will or may incur to acquire or develop additional products and technologies;

level of demand for our products, which may vary significantly;

potential side effects of our products that could cause a product to

be taken off the market or receive additional warnings;

dependency on third-party manufacturers to supply or manufacture our products;

ability to establish an effective sales, marketing and distribution infrastructure in a timely manner;

acceptance of our products, if approved, and our ability to forecast demand for those products;

ability to commercialize our products outside of the United States;

ability to establish and maintain collaborations, licensing or other arrangements;

ability and third parties’ abilities to protect intellectual property rights;

related to and outcomes of potential litigation or other disputes;

ability to adequately support future growth;

ability to attract and retain key personnel to manage our business effectively;

liabilities associated with hazardous materials;

ability to maintain adequate insurance policies;

accounting pronouncements or changes in our accounting policies.

operating results and liquidity needs could be negatively affected by market fluctuations and economic downturn.

operating results and liquidity could be negatively affected by economic conditions generally, both in the United States and elsewhere

around the world.

The market for discretionary medical products and procedures may be particularly vulnerable to unfavorable economic

Some consumers may consider certain of our products to be discretionary, and if full reimbursement for such products is not

available, demand for these products may be tied to the discretionary spending levels of our targeted consumer populations.

and international equity and debt markets have experienced and may continue to experience heightened volatility and turmoil based on

domestic and international economic conditions and concerns.

In the event these economic conditions and concerns continue or worsen and

the markets continue to remain volatile, our operating results and liquidity could be adversely affected by those factors in many ways,

including weakening demand for certain of our products and making it more difficult for us to raise funds if necessary, and our stock

price may decline.

Additionally, although we plan to market our products primarily in the United States, our partners have extensive

global operations, indirectly exposing us to risk.

business and operations would suffer in the event of failures in our internal computer systems.

the implementation of security measures, our internal computer systems, and those of our current and any future partners, contractors

and consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication

and electrical failures.

While we have not experienced any such material system failure, accident, or security breach to date, if such

an event were to occur and cause interruptions in our operations, it could result in a material disruption of our manufacturing activities,

development programs and our business operations.

For example, the loss of manufacturing records or clinical trial data from completed

or future clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or

reproduce the data.

To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications,

or inappropriate disclosure of confidential or proprietary information, we could incur liability and the further commercialization and

development of our products and products could be delayed.

are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity

and data leakage risks.

disruptions to our information technology systems or breaches of information security could adversely affect our business.

In the ordinary

course of business, we may collect, store, and transmit confidential information and data, and it is critical that we do so in a secure

manner to maintain the confidentiality and integrity of such confidential information.

The size and complexity of our information technology

systems, and those of our third-party vendors with whom we contract, make such systems potentially vulnerable to service interruptions

and security breaches from inadvertent or intentional actions by our employees, partners, or vendors, from attacks by malicious third

parties, or from intentional or accidental physical damage to our systems infrastructure maintained by us or by third parties.

the secrecy of this confidential, proprietary, or trade secret information is important to our competitive business position.

have taken steps to protect such information and invested in information technology, there can be no assurance that our efforts will

prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential

information that could adversely affect our business operations or result in the loss, dissemination, or misuse of critical or sensitive

A breach of our security measures or the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation

or misuse of trade secrets, proprietary information, or other confidential information, whether as a result of theft, hacking, fraud,

trickery or other forms of deception, or for any other reason, could enable others to produce competing products, use our proprietary

technology or information, or adversely affect our business or financial condition.

Further, any such interruption, security breach,

loss or disclosure of confidential information, could result in financial, legal, business, and reputational harm to us and could have

a material adverse effect on our business, financial position, results of operations or cash flow.

increasing use of artificial intelligence (“AI”) in our operations and by third-party partners may create operational, compliance,

and reputational risks that could adversely affect our business and results of operations.

and our third-party service providers may use, and may increasingly rely on, AI, including generative AI, in areas such as digital marketing,

customer service, analytics, and operational planning.

As these tools become more integrated into our business, they may require additional

oversight and resources.

AI technologies may not always function as intended and may increase the risk of intellectual property infringement,

generate inaccurate, misleading or biased outputs, experience errors or disruptions, or introduce security vulnerabilities, any of which

could negatively impact our operations or customer experience.

use of AI may also increase compliance and reputational risks.

AI-generated or AI-assisted content created by us or third parties could

inadvertently include inaccurate statements or non-compliant product representations, which may lead to regulatory scrutiny, investigations,

or reputational harm.

In addition, AI tools often involve the collection and processing of personal information, which may heighten privacy,

data-protection, and cybersecurity risks and increase compliance costs as laws and regulations evolve.

All of these risks could adversely

affect our business, financial results, reputation and the public perception of the effectiveness of our products.

Related to Our Intellectual Property

may not be able to obtain or enforce patent rights or other intellectual property rights that cover our products and technologies that

are of sufficient breadth to prevent third parties from competing against us.

success with respect to our products and technologies will depend in part on our ability to obtain and maintain patent protection in

both the United States and other countries, to preserve our trade secrets and to prevent third parties from infringing upon our proprietary

Our ability to protect any of our products from unauthorized or infringing use by third parties depends in substantial part on

our ability to obtain and maintain valid and enforceable patents or enforce confidentiality contracts.

patents include issued patents and patent applications in the United States and foreign jurisdictions where we believe there is a market

opportunity for our products.

The covered technology and the scope of coverage vary from country to country.

For those countries where we do not have granted patents, we may not have any ability to prevent the unauthorized use of our technologies.

Any patents that we may obtain may be narrow in scope and thus easily circumvented by competitors.

Further, in countries where we do not have granted patents, third parties may be able to make, use, or sell products identical to, or substantially similar to, our product candidates.

The patent application process, also known as patent prosecution, is expensive and time-consuming, and we and our current or future licensors and licensees may not be able to prepare, file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner.

It is also possible that we or our current licensors, or any future licensors or licensees, will fail to identify patentable aspects of inventions made in the course of development and commercialization activities before it is too late to obtain patent protection on them.

Therefore, these and any of our patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of our business.

It is possible that defects of form in the preparation or filing of our patents or patent applications may exist, or may arise in the future, such as with respect to proper priority claims, inventorship, claim scope or patent term adjustments.

If our current licensors, or any future licensors or licensees, are not fully cooperative or disagree with us as to the prosecution, maintenance or enforcement of any patent rights, such patent rights could be compromised and we might not be able to prevent third parties from making, using and selling competing products.

If there are material defects in the form or preparation of our patents or patent applications, such patents or applications may be invalid and unenforceable.

Moreover, our competitors may independently develop equivalent knowledge, methods and know-how.

Any of these outcomes could impair our ability to prevent competition from third parties, which may have an adverse impact on our business, financial condition and operating results.

Due to legal standards relating to patentability, validity, enforceability and claim scope of patents covering pharmaceutical inventions, our ability to obtain, maintain and enforce patents is uncertain and involves complex legal and factual questions.

Accordingly, rights under any existing patents or any patents we might obtain or license may not cover our product candidates, or may not provide us with sufficient protection for our product candidates to afford a commercial advantage against competitive products or processes, including those from branded and generic pharmaceutical companies.

In addition, we cannot guarantee that any patents will issue from any pending or future patent applications owned by or licensed to us.

Even if patents have issued or will issue, we cannot guarantee that the claims of these patents are or will be held valid or enforceable by the courts or will provide us with any significant protection against competitive products or otherwise be commercially valuable to us.

Competitors in the field of dermatologic therapeutics have created a substantial amount of prior art, including scientific publications, patents, and patent applications.

Our ability to obtain and maintain valid and enforceable patents depends on whether the differences between our technology and the prior art allow our technology to be patentable over the prior art.

Although we believe that our technology includes certain inventions that are unique and not duplicative of any prior art, we do not have outstanding issued patents covering all of the recent developments in our technology and we are unsure of the patent protection that we will be successful in obtaining, if any.

Even if the patents do successfully issue, third parties may design around or challenge the validity, enforceability or scope of such issued patents or any other issued patents we own or license, which may result in such patents being narrowed, invalidated, or held unenforceable.

If the breadth or strength of protection provided by the patents we hold or pursue with respect to our product candidates is challenged, it could dissuade companies from collaborating with us to develop, or threaten our ability to commercialize, our product candidates.

The laws of some foreign jurisdictions do not provide intellectual property rights to the same extent as in the United States and many companies have encountered significant difficulties in protecting and defending such rights in foreign jurisdictions.

If we encounter such difficulties in protecting or are otherwise precluded from effectively protecting our intellectual property in foreign jurisdictions, our business prospects could be substantially harmed.

The patent positions of pharmaceutical and biotechnology companies can be highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved.

Changes in either the patent laws or in the interpretations of patent laws in the United States and other countries may diminish the value of our intellectual property.

Accordingly, we cannot predict the breadth of claims that may be allowed or enforced in our patents or in third-party patents.

The degree of future protection of our proprietary rights is uncertain.

Patent protection may be unavailable or severely limited in some cases and may not adequately protect our rights or permit us to gain or keep our competitive advantage.

we might not have been the first to invent or the first to file the inventions covered by each of our pending patent applications and issued patents;

others may independently develop similar or alternative technologies or duplicate any of our technologies;

the patents of others may have an adverse effect on our business;

any patents we obtain or our licensors’ issued patents may not encompass commercially viable products, may not provide us with any competitive advantages or may be challenged by third parties;

any patents we obtain on our in-licensed issued patents may not be valid or enforceable;

we may not develop additional proprietary technologies that are patentable.

For those countries where

we do not have granted patents, we may not have any ability to prevent the unauthorized use of our technologies.

Any patents that we

may obtain may be narrow in scope and thus easily circumvented by competitors.

Further, in countries where we do not have granted patents,

third parties may be able to make, use, or sell products identical to, or substantially similar to, our products.

The patent application process, also known as patent prosecution, is

expensive and time-consuming, and we and our future licensors and licensees may not be able to prepare, file and prosecute all necessary

or desirable patent applications at a reasonable cost or in a timely manner.

It is also possible that we or any future licensors or licensees,

will fail to identify patentable aspects of inventions made in the course of development and commercialization activities before it is

too late to obtain patent protection on them.

Therefore, these and any of our patents and applications may not be prosecuted and enforced

in a manner consistent with the best interests of our business.

It is possible that defects of form in the preparation or filing of our

patents or patent applications may exist, or may arise in the future, such as with respect to proper priority claims, inventorship, claim

scope or patent term adjustments.

If any future licensors or licensees, are not fully cooperative or disagree with us as to the prosecution,

maintenance or enforcement of any patent rights, such patent rights could be compromised and we might not be able to prevent third parties

from making, using and selling competing products.

If there are material defects in the form or preparation of our patents or patent applications,

such patents or applications may be invalid and unenforceable.

Moreover, our competitors may independently develop equivalent knowledge,

methods and know-how.

Any of these outcomes could impair our ability to prevent competition from third parties, which may have an adverse

impact on our business, financial condition and operating results.

Due to legal standards relating to patentability,

validity, enforceability and claim scope of patents covering inventions, our ability to obtain, maintain and enforce patents is uncertain

and involves complex legal and factual questions.

Accordingly, rights under any existing patents or any patents we might obtain or license

may not cover our product or may not provide us with sufficient protection for our products to afford a commercial advantage against competitive

products or processes, including those from branded and generic pharmaceutical companies.

In addition, we cannot guarantee that any patents

will issue from any pending or future patent applications owned by or licensed to us.

Even if patents have issued or will issue, we cannot

guarantee that the claims of these patents are or will be held valid or enforceable by the courts or will provide us with any significant

protection against competitive products or otherwise be commercially valuable to us.

Competitors in the field of skincare have created

a substantial amount of prior art, including scientific publications, patents, and patent applications.

Our ability to obtain and maintain

valid and enforceable patents depends on whether the differences between our technology and the prior art allow our technology to be patentable

over the prior art.

Although we believe that our technology includes certain inventions that are unique and not duplicative of any prior

art, we do not have outstanding issued patents covering all of the recent developments in our technology and we are unsure of the patent

protection that we will be successful in obtaining, if any.

Even if the patents do successfully issue, third parties may design around

or challenge the validity, enforceability or scope of such issued patents or any other issued patents we own or license, which may result

in such patents being narrowed, invalidated, or held unenforceable.

If the breadth or strength of protection provided by the patents we

hold or pursue with respect to our products is challenged, it could dissuade companies from collaborating with us to develop, or threaten

our ability to commercialize, our products.

The laws of some foreign jurisdictions do not provide intellectual

property rights to the same extent as in the United States and many companies have encountered significant difficulties in protecting

and defending such rights in foreign jurisdictions.

If we encounter such difficulties in protecting or are otherwise precluded from effectively

protecting our intellectual property in foreign jurisdictions, our business prospects could be substantially harmed.

The patent positions

of skincare companies can be highly uncertain and involve complex legal and factual questions for which important legal principles remain

Changes in either the patent laws or in the interpretations of patent laws in the United States and other countries may diminish

the value of our intellectual property.

Accordingly, we cannot predict the breadth of claims that may be allowed or enforced in our patents

or in third-party patents.

degree of future protection of our proprietary rights is uncertain.

Patent protection may be unavailable or severely limited in some

cases and may not adequately protect our rights or permit us to gain or keep our competitive advantage.

might not have been the first to invent or the first to file the inventions covered by each of our pending patent applications and

issued patents;

may independently develop similar or alternative technologies or duplicate any of our technologies;

patents of others may have an adverse effect on our business;

any patents we obtain may not encompass commercially viable products,

may not provide us with any competitive advantages or may be challenged by third parties;

any patents we obtain may not be valid or enforceable;

may not develop additional proprietary technologies that are patentable.

Patents have a limited lifespan.

In the United States, the natural expiration of a patent is generally 20 years from its earliest non-provisional priority application filing date.

Various extensions may be available;

In the United States, the natural

expiration of a patent is generally 20 years from its earliest non-provisional priority application filing date.

Various extensions may

be available;

however, the life of a patent, and the protection it affords, is limited.

Without patent protection for our product candidates, we may be open to competition from generic versions of our product candidates.

Further, the extensive period of time between patent filing and regulatory approval for a product candidate limits the time during which we can market a product candidate under patent protection, which may particularly affect the profitability of our early-stage product candidates.

The licensed U.S.

patents relating to XYNGARI™ expired in 2022 and 2023 or we have abandoned and will not be eligible for patent term extension if approval occurs after patent expiration.

Proprietary trade secrets and unpatented know-how are also very important to our business.

Although we have taken steps to protect our trade secrets and unpatented know-how by entering into confidentiality agreements with third parties, and intellectual property protection agreements with certain employees, consultants and advisors, third parties may still obtain this information, or we may be unable to protect our rights.

Without patent protection for our products, we

may be open to competition from generic versions of our products.

Further, the extensive period of time between patent filing and regulatory

approval for a product limits the time during which we can market a product under patent protection, which may particularly affect the

profitability of our early-stage products.

trade secrets and unpatented know-how are also very important to our business.

Although we have taken steps to protect our trade secrets

and unpatented know-how by entering into confidentiality agreements with third parties, and intellectual property protection agreements

with certain employees, consultants and advisors, third parties may still obtain this information, or we may be unable to protect our

We also have limited control over the protection of trade secrets used by our suppliers, manufacturers and other third parties.

There can be no assurance that binding agreements will not be breached, that we would have adequate remedies for any breach or that our trade secrets and unpatented know-how will not otherwise become known or be independently discovered by our competitors.

If trade secrets are independently discovered, we would not be able to prevent their use.

Enforcing a claim that a third party illegally obtained and is using our trade secrets or unpatented know-how is expensive and time-consuming, and the outcome is unpredictable.

In addition, courts outside the United States may be less willing to protect trade secret information.

Recent patent reform legislation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our future patents.

Our ability to obtain patents is highly uncertain because, to date, some legal principles remain unresolved, there has not been a consistent policy regarding the breadth or interpretation of claims allowed in patents in the United States and the specific content of patents and patent applications that are necessary to support and interpret patent claims is highly uncertain due to the complex nature of the relevant legal, scientific, and factual issues.

Changes in either patent laws or interpretations of patent laws in the United States and other countries may diminish the value of our intellectual property or narrow the scope of our patent protection.

For example, on September 16, 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law.

The Leahy-Smith Act includes a number of significant changes to United States patent law.

These include provisions that affect the way patent applications will be prosecuted and may also affect patent litigation.

The United States Patent and Trademark Office, or USPTO, has developed new and untested regulations and procedures to govern the full implementation of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act, and in particular, the first to file provisions, only became effective in March 2013.

The Leahy-Smith Act has also introduced procedures making it easier for third parties to challenge issued patents, as well as to intervene in the prosecution of patent applications.

Finally, the Leahy-Smith Act contains new statutory provisions that require the USPTO to issue new regulations for their implementation, and it may take the courts years to interpret the provisions of the new statute.

It is too early to tell what, if any, impact the Leahy-Smith Act will have on the operation of our business and the protection and enforcement of our intellectual property.

However, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our future patents.

There can be no assurance that binding agreements will not be breached, that we would have adequate remedies for any breach or that our

trade secrets and unpatented know-how will not otherwise become known or be independently discovered by our competitors.

If trade secrets

are independently discovered, we would not be able to prevent their use.

Enforcing a claim that a third party illegally obtained and

is using our trade secrets or unpatented know-how is expensive and time-consuming, and the outcome is unpredictable.

In addition, courts

outside the United States may be less willing to protect trade secret information.

patent reform legislation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement

or defense of our future patents.

ability to obtain patents is highly uncertain because, to date, some legal principles remain unresolved, there has not been a consistent

policy regarding the breadth or interpretation of claims allowed in patents in the United States and the specific content of patents

and patent applications that are necessary to support and interpret patent claims is highly uncertain due to the complex nature of the

relevant legal, scientific, and factual issues.

Changes in either patent laws or interpretations of patent laws in the United States

and other countries may diminish the value of our intellectual property or narrow the scope of our patent protection.

example, on September 16, 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law.

The Leahy-Smith Act

includes a number of significant changes to United States patent law.

These include provisions that affect the way patent applications

will be prosecuted and may also affect patent litigation.

The United States Patent and Trademark Office, or USPTO, has developed new

and untested regulations and procedures to govern the full implementation of the Leahy-Smith Act, and many of the substantive changes

to patent law associated with the Leahy-Smith Act, and in particular, the first to file provisions, only became effective in March 2013.

The Leahy-Smith Act has also introduced procedures making it easier for third parties to challenge issued patents, as well as to intervene

in the prosecution of patent applications.

Finally, the Leahy-Smith Act contains new statutory provisions that require the USPTO to issue

new regulations for their implementation, and it may take the courts years to interpret the provisions of the new statute.

early to tell what, if any, impact the Leahy-Smith Act will have on the operation of our business and the protection and enforcement

of our intellectual property.

However, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding

the prosecution of our patent applications and the enforcement or defense of our future patents.

Further, the U.S.

Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations.

In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained.

Depending on actions by the U.S.

Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce patents that we have owned or licensed or that we might obtain in the future.

An inability to obtain, enforce, and defend patents covering our proprietary technologies would materially and adversely affect our business prospects and financial condition.

Similarly, changes in patent laws and regulations in other countries or jurisdictions or changes in the governmental bodies that enforce them or changes in how the relevant governmental authority enforces patent laws or regulations may weaken our ability to obtain new patents or to enforce patents that we may obtain in the future.

Further, the laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the United States.

As a result, we may encounter significant problems in protecting and defending our intellectual property both in the United States and abroad.

For example, if the issuance to us, in a given country, of a patent covering an invention is not followed by the issuance, in other countries, of patents covering the same invention, or if any judicial interpretation of the validity, enforceability, or scope of the claims, or the written description or enablement, in a patent issued in one country is not similar to the interpretation given to the corresponding patent issued in another country, our ability to protect our intellectual property in those countries may be limited.

Changes in either patent laws or in interpretations of patent laws in the United States and other countries may materially diminish the value of our intellectual property or narrow the scope of our patent protection.

We may not be able to protect our intellectual property rights throughout the world.

Filing, prosecuting, and defending patents on our product candidates in all countries throughout the world would be prohibitively expensive.

The requirements for patentability may differ in certain countries, particularly developing countries.

In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as laws in the United States.

Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States.

Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we have patent protection, but enforcement on infringing activities is inadequate.

These products may compete with our products, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions.

The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to pharmaceuticals, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally.

Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing, and could provoke third parties to assert claims against us.

We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful.

In addition, certain countries in Europe and certain developing countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties.

In those countries, we may have limited remedies if our patents are infringed or if we are compelled to grant a license to our patents to a third party, which could materially diminish the value of those patents.

Supreme Court has

ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or

weakening the rights of patent owners in certain situations.

In addition to increasing uncertainty with regard to our ability to obtain

patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained.

on actions by the U.S.

Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable

ways that would weaken our ability to obtain new patents or to enforce patents that we have owned or licensed or that we might obtain

in the future.

An inability to obtain, enforce, and defend patents covering our proprietary technologies would materially and adversely

affect our business prospects and financial condition.

changes in patent laws and regulations in other countries or jurisdictions or changes in the governmental bodies that enforce them or

changes in how the relevant governmental authority enforces patent laws or regulations may weaken our ability to obtain new patents or

to enforce patents that we may obtain in the future.

Further, the laws of some foreign countries do not protect proprietary rights to

the same extent or in the same manner as the laws of the United States.

As a result, we may encounter significant problems in protecting

and defending our intellectual property both in the United States and abroad.

For example, if the issuance to us, in a given country,

of a patent covering an invention is not followed by the issuance, in other countries, of patents covering the same invention, or if

any judicial interpretation of the validity, enforceability, or scope of the claims, or the written description or enablement, in a patent

issued in one country is not similar to the interpretation given to the corresponding patent issued in another country, our ability to

protect our intellectual property in those countries may be limited.

Changes in either patent laws or in interpretations of patent laws

in the United States and other countries may materially diminish the value of our intellectual property or narrow the scope of our patent

may not be able to protect our intellectual property rights throughout the world.

prosecuting, and defending patents on our products in all countries throughout the world would be prohibitively expensive.

The requirements

for patentability may differ in certain countries, particularly developing countries.

In addition, the laws of some foreign countries

do not protect intellectual property rights to the same extent as laws in the United States.

Consequently, we may not be able to prevent

third parties from practicing our inventions in all countries outside the United States.

Competitors may use our technologies in jurisdictions

where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to

territories where we have patent protection, but enforcement on infringing activities is inadequate.

These products may compete with

our products, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions.

legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual

property protection, particularly those relating to pharmaceuticals, which could make it difficult for us to stop the infringement of

our patents or marketing of competing products in violation of our proprietary rights generally.

Proceedings to enforce our patent rights

in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could

put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing, and could provoke

third parties to assert claims against us.

We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded,

if any, may not be commercially meaningful.

In addition, certain countries in Europe and certain developing countries have compulsory

licensing laws under which a patent owner may be compelled to grant licenses to third parties.

In those countries, we may have limited

remedies if our patents are infringed or if we are compelled to grant a license to our patents to a third party, which could materially

diminish the value of those patents.

This could limit our potential revenue opportunities.

Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we own or license.

Finally, our ability to protect and enforce our intellectual property rights may be adversely affected by unforeseen changes in foreign intellectual property laws.

Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance and annuity fees on any issued patent are due to be paid to the USPTO and foreign patent agencies in several stages over the lifetime of the patent.

The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process.

While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction.

Non-compliance events that could result in abandonment or lapse of a patent or patent application include failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents.

If we or our licensors fail to maintain the patents and patent applications covering our product candidates, our competitors might be able to enter the market, which would have an adverse effect on our business.

The complexity and uncertainty of European laws have increased in recent years.

In Europe, a new unitary patent system was launched on June 1, 2023, which significantly impacted European patents, including those granted before the introduction of such a system.

Under the unitary patent system, European applications now have the option, upon grant of a patent, of becoming a Unitary Patent which are subject to the jurisdiction of the Unitary Patent Court (UPC).

As the UPC is a new court system, there is no precedent for the court, increasing the uncertainty of litigation.

Patents granted before the implementation of the UPC have the option of opting out of the jurisdiction of the UPC and remaining as national patents in the UPC countries.

Patents that remain under the jurisdiction of the UPC will be potentially vulnerable to a single UPC-based revocation challenge that, if successful, could invalidate the patent in all countries who are signatories to the UPC.

We cannot predict with certainty the long-term effects of any potential changes.

If we fail to comply with our obligations under our intellectual property license agreements, we could lose license rights that are important to our business.

We are a party to certain license agreements that impose various diligence, milestone, royalty, insurance and other obligations on us.

If we fail to comply with these obligations, the respective licensors may have the right to terminate the license, in which event we may not be able to develop or market the affected product candidate.

The loss of such rights could materially adversely affect our business, financial condition, operating results and prospects.

For more information about these license arrangements, see “Business—Material Agreements.”

If we are sued for infringing intellectual property rights of third parties, it will be costly and time-consuming, and an unfavorable outcome in that litigation could have a material adverse effect on our business.

Our commercial success depends upon our ability to develop, manufacture, market and sell our product candidates and use our proprietary technologies without infringing the proprietary rights of third parties.

We cannot guarantee that marketing and selling such candidates and using such technologies will not infringe existing or future patents.

Accordingly, our efforts to enforce our intellectual

property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we

own or license.

Finally, our ability to protect and enforce our intellectual property rights may be adversely affected by unforeseen

changes in foreign intellectual property laws.

and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements

imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

maintenance and annuity fees on any issued patent are due to be paid to the USPTO and foreign patent agencies in several stages over

the lifetime of the patent.

The USPTO and various foreign governmental patent agencies require compliance with a number of procedural,

documentary, fee payment and other similar provisions during the patent application process.

While an inadvertent lapse can in many cases

be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance

can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the

relevant jurisdiction.

Non-compliance events that could result in abandonment or lapse of a patent or patent application include failure

to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal

If we or our licensors fail to maintain the patents and patent applications covering our products, our competitors might be

able to enter the market, which would have an adverse effect on our business.

complexity and uncertainty of European laws have increased in recent years.

Europe, a new unitary patent system was launched on June 1, 2023, which significantly impacted European patents, including those granted

before the introduction of such a system.

Under the unitary patent system, European applications now have the option, upon grant of a

patent, of becoming a Unitary Patent which are subject to the jurisdiction of the Unitary Patent Court (UPC).

As the UPC is a new court

system, there is no precedent for the court, increasing the uncertainty of litigation.

Patents granted before the implementation of the

UPC have the option of opting out of the jurisdiction of the UPC and remaining as national patents in the UPC countries.

remain under the jurisdiction of the UPC will be potentially vulnerable to a single UPC-based revocation challenge that, if successful,

could invalidate the patent in all countries who are signatories to the UPC.

We cannot predict with certainty the long-term effects of

any potential changes.

we are sued for infringing intellectual property rights of third parties, it will be costly and time-consuming, and an unfavorable outcome

in that litigation could have a material adverse effect on our business.

commercial success depends upon our ability to develop, manufacture, market and sell our products and use our proprietary technologies

without infringing the proprietary rights of third parties.

We cannot guarantee that marketing and selling such candidates and using

such technologies will not infringe existing or future patents.

Numerous U.S.

and foreign issued patents and pending patent applications owned by third parties exist in the fields relating to our product candidates.

As the biotechnology and pharmaceutical industries expand and more patents are issued, the risk increases that others may assert that our product candidates, technologies or methods of delivery or use infringe their patent rights.

Moreover, it is not always clear to industry participants, including us, which patents cover various drugs, biologics, drug delivery systems or their methods of use, and which of these patents may be valid and enforceable.

Thus, because of the large number of patents issued and patent applications filed in our fields, there may be a risk that third parties may allege they have patent rights encompassing our product candidates, technologies or methods.

In addition, there may be issued patents of third parties that are infringed or are alleged to be infringed by our product candidates or proprietary technologies.

Because some patent applications in the United States may be maintained in secrecy until the patents are issued, because patent applications in the United States and many foreign jurisdictions are typically not published until eighteen months after filing and because publications in the scientific literature often lag behind actual discoveries, we cannot be certain that others have not filed patent applications for technology covered by our own and in-licensed issued patents or our pending applications.

Our competitors may have filed, and may in the future file, patent applications covering our product candidates or technology similar to ours.

Any such patent application may have priority over our own and in-licensed patent applications or patents, which could further require us to obtain rights to issued patents covering such technologies.

and foreign issued patents and pending patent applications

owned by third parties exist in the fields relating to our products.

As the biotechnology and pharmaceutical industries expand and more

patents are issued, the risk increases that others may assert that our products, technologies or methods of delivery or use infringe

their patent rights.

Moreover, it is not always clear to industry participants, including us, which patents cover various drugs, biologics,

drug delivery systems or their methods of use, and which of these patents may be valid and enforceable.

Thus, because of the large number

of patents issued and patent applications filed in our fields, there may be a risk that third parties may allege they have patent rights

encompassing our products, technologies or methods.

addition, there may be issued patents of third parties that are infringed or are alleged to be infringed by our products or proprietary

technologies.

Because some patent applications in the United States may be maintained in secrecy until the patents are issued, because

patent applications in the United States and many foreign jurisdictions are typically not published until eighteen months after filing

and because publications in the scientific literature often lag behind actual discoveries, we cannot be certain that others have not

filed patent applications for technology covered by our own and in-licensed issued patents or our pending applications.

Our competitors

may have filed, and may in the future file, patent applications covering our products or technology similar to ours.

Any such patent

application may have priority over our own and in-licensed patent applications or patents, which could further require us to obtain rights

to issued patents covering such technologies.

If another party has filed a U.S.

patent application on inventions similar to those owned or in-licensed to us, we or, in the case of in-licensed technology, the licensor may have to participate, in the United States, in an interference proceeding to determine priority of invention.

We may be exposed to, or threatened with, future litigation by third parties having patent or other intellectual property rights alleging that our product candidates or proprietary technologies infringe such third parties’ intellectual property rights, including litigation resulting from filing under Paragraph IV of the Hatch-Waxman Act.

These lawsuits could claim that there are existing patent rights for such drug and this type of litigation can be costly and could adversely affect our operating results and divert the attention of managerial and technical personnel, even if we do not infringe such patents or the patents asserted against us are ultimately established as invalid.

There is a risk that a court would decide that we are infringing the third party’s patents and would order us to stop the activities covered by the patents.

In addition, there is a risk that a court will order us to pay the other party damages for having violated the other party’s patents.

As a result of patent infringement claims, or to avoid potential claims, we may choose or be required to seek licenses from third parties.

patent application on inventions similar to those owned

or in-licensed to us, we or, in the case of in-licensed technology, the licensor may have to participate, in the United States, in an

interference proceeding to determine priority of invention.

may be exposed to, or threatened with, future litigation by third parties having patent or other intellectual property rights alleging

that our products or proprietary technologies infringe such third parties’ intellectual property rights, including litigation resulting

from filing under Paragraph IV of the Hatch-Waxman Act.

These lawsuits could claim that there are existing patent rights for such drug

and this type of litigation can be costly and could adversely affect our operating results and divert the attention of managerial and

technical personnel, even if we do not infringe such patents or the patents asserted against us are ultimately established as invalid.

There is a risk that a court would decide that we are infringing the third party’s patents and would order us to stop the activities

covered by the patents.

In addition, there is a risk that a court will order us to pay the other party damages for having violated the

other party’s patents.

a result of patent infringement claims, or to avoid potential claims, we may choose or be required to seek licenses from third parties.

These licenses may not be available on commercially acceptable terms, or at all.

Even if we are able to obtain a license, the license would likely obligate us to pay license fees or royalties or both, and the rights granted to us might be nonexclusive, which could result in our competitors gaining access to the same intellectual property, or such rights might be restrictive and limit our present and future activities.

Ultimately, we or a licensee could be prevented from commercializing a product or forced to cease some aspect of our business operations, if, as a result of actual or threatened patent infringement claims, we are unable to enter into licenses on acceptable terms.

In addition to possible infringement claims against us, we may become a party to other patent litigation and other proceedings, including interference, derivation, re-examination or other post-grant proceedings declared or granted by the USPTO, and similar proceedings in foreign countries, regarding intellectual property rights with respect to our current or of our other products.

There is a substantial amount of litigation involving patent and other intellectual property rights in the biotechnology and pharmaceutical industries generally.

Even if we are able to obtain a license, the license

would likely obligate us to pay license fees or royalties or both, and the rights granted to us might be nonexclusive, which could result

in our competitors gaining access to the same intellectual property, or such rights might be restrictive and limit our present and future

Ultimately, we or a licensee could be prevented from commercializing a product or forced to cease some aspect of our business

operations, if, as a result of actual or threatened patent infringement claims, we are unable to enter into licenses on acceptable terms.

addition to possible infringement claims against us, we may become a party to other patent litigation and other proceedings, including

interference, derivation, re-examination or other post-grant proceedings declared or granted by the USPTO, and similar proceedings in

foreign countries, regarding intellectual property rights with respect to our current or of our other products.

is a substantial amount of litigation involving patent and other intellectual property rights in the biotechnology and pharmaceutical

industries generally.

To date, no litigation asserting infringement claims has ever been brought against us.

If a third-party claims that we infringe its intellectual property rights, we may face a number of issues, including:

infringement and other intellectual property claims which, regardless of merit, may be expensive and time-consuming to litigate and may divert our management’s attention from our core business;

substantial damages for infringement, which we may have to pay if a court decides that the product or technology at issue infringes or violates the third party’s rights, and if the court finds that the infringement was willful, we could be ordered to pay treble damages and the patent owner’s attorneys’ fees;

a court prohibiting us from selling or licensing the product or using the technology unless the third party licenses its intellectual property rights to us, which it is not required to do;

if a license is available from a third party, we may have to pay substantial royalties or upfront fees or grant cross-licenses to intellectual property rights for our products or technologies;

redesigning our products or processes so they do not infringe, which may not be possible or may require substantial monetary expenditures and time.

Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources.

In addition, any uncertainties resulting from the initiation and continuation of any litigation could harm our ability to raise additional funds or otherwise adversely affect our business, financial condition, operating results, and prospects.

Because we rely on certain third-party licensors and partners, and will continue to do so in the future, if one of our licensors or partners is sued for infringing a third party’s intellectual property rights, our business, financial condition, operating results, and prospects could suffer in the same manner as if we were sued directly.

In addition to facing litigation risks, we have agreed to indemnify certain third-party licensors and partners against claims of infringement caused by our proprietary technologies, and we have entered or may enter into cost-sharing agreements with some our licensors and partners that could require us to pay some of the costs of patent litigation brought against those third parties whether or not the alleged infringement is caused by our proprietary technologies.

In certain instances, these cost-sharing agreements could also require us to assume greater responsibility for infringement damages than would be assumed just on the basis of our technology.

The occurrence of any of the foregoing could adversely affect our business, financial condition, or operating results.

We may become involved in lawsuits to protect or enforce our patents or other intellectual property or the patents of our licensors, which could be expensive and time-consuming.

Competitors may infringe our intellectual property, including our patents or the patents of our licensors.

If a third-party claims

that we infringe its intellectual property rights, we may face a number of issues, including:

and other intellectual property claims which, regardless of merit, may be expensive and time-consuming to litigate and may divert

our management’s attention from our core business;

damages for infringement, which we may have to pay if a court decides that the product or technology at issue infringes or violates

the third party’s rights, and if the court finds that the infringement was willful, we could be ordered to pay treble damages

and the patent owner’s attorneys’ fees;

court prohibiting us from selling or licensing the product or using the technology unless the third party licenses its intellectual

property rights to us, which it is not required to do;

a license is available from a third party, we may have to pay substantial royalties or upfront fees or grant cross-licenses to intellectual

property rights for our products or technologies;

our products or processes so they do not infringe, which may not be possible or may require substantial monetary expenditures and

of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially

greater resources.

In addition, any uncertainties resulting from the initiation and continuation of any litigation could harm our ability

to raise additional funds or otherwise adversely affect our business, financial condition, operating results, and prospects.

we rely on certain third-party licensors and partners, and will continue to do so in the future, if one of our licensors or partners

is sued for infringing a third party’s intellectual property rights, our business, financial condition, operating results, and

prospects could suffer in the same manner as if we were sued directly.

In addition to facing litigation risks, we have agreed to indemnify

certain third-party licensors and partners against claims of infringement caused by our proprietary technologies, and we have entered

or may enter into cost-sharing agreements with some our licensors and partners that could require us to pay some of the costs of patent

litigation brought against those third parties whether or not the alleged infringement is caused by our proprietary technologies.

certain instances, these cost-sharing agreements could also require us to assume greater responsibility for infringement damages than

would be assumed just on the basis of our technology.

occurrence of any of the foregoing could adversely affect our business, financial condition, or operating results.

We may become involved in lawsuits to protect

or enforce our patents or other intellectual property, which could be expensive and time-consuming.

Competitors may infringe our intellectual property,

including our patents.

As a result, we may be required to file infringement claims to stop third-party infringement or unauthorized use.

This can be expensive and time-consuming, particularly for a company of our size.

In addition, in an infringement proceeding, a court may decide that a patent of ours is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that our patent claims do not cover its technology or that the factors necessary to grant an injunction against an infringer are not satisfied.

An adverse determination of any litigation or other proceedings could put one or more of our patents at risk of being invalidated, interpreted narrowly or amended such that they do not cover our product candidates.

Moreover, such adverse determinations could put our patent applications at risk of not issuing, or issuing with limited and potentially inadequate scope to cover our product candidates or to prevent others from marketing similar products.

Interference, derivation, or other proceedings brought at the USPTO may be necessary to determine the priority or patentability of inventions with respect to our patent applications or those of our licensors or potential partners.

Litigation or USPTO proceedings brought by us may fail or may be invoked against us by third parties.

Even if we are successful, domestic, or foreign litigation or USPTO or foreign patent office proceedings may result in substantial costs and distraction to our management.

We may not be able, alone or with our licensors or potential partners, to prevent misappropriation of our proprietary rights, particularly in countries where the laws may not protect such rights as fully as in the United States.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation or other proceedings, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation or other proceedings.

In addition, during the course of this kind of litigation or proceedings, there could be public announcements of the results of hearings, motions or other interim proceedings or developments or public access to related documents.

If investors perceive these results to be negative, the market price for our common stock or Warrants could be significantly harmed.

Our reliance on third parties requires us to share our trade secrets, which increases the possibility that our trade secrets will be misappropriated or disclosed, and confidentiality agreements with employees and third parties may not adequately prevent disclosure of trade secrets and protect other proprietary information.

We consider proprietary trade secrets or confidential know-how and unpatented know-how to be important to our business.

We may rely on trade secrets or confidential know-how to protect our technology, especially where patent protection is believed by us to be of limited value.

To protect this type of information against disclosure or appropriation by competitors, our policy is to require our employees, consultants, collaborators, contractors, and advisors to enter into confidentiality agreements and, if applicable, material transfer agreements, consulting agreements or other similar agreements with us prior to beginning research or disclosing proprietary information.

These agreements typically limit the rights of the third parties to use or disclose our confidential information, including our trade secrets.

However, current or former employees, consultants, collaborators, contractors and advisors may unintentionally or willfully disclose our confidential information to competitors, and confidentiality agreements may not provide an adequate remedy in the event of unauthorized disclosure of confidential information.

The need to share trade secrets and other confidential information increases the risk that such trade secrets become known by our competitors, are inadvertently incorporated into the technology of others, or are disclosed or used in violation of these agreements.

Given that our proprietary position is based, in part, on our know-how and trade secrets, a competitor’s discovery of our trade secrets or other unauthorized use or disclosure would impair our competitive position and may have an adverse effect on our business and results of operations.

Enforcing a claim that a third party obtained illegally and is using trade secrets or confidential know-how is expensive, time consuming and unpredictable.

The enforceability of confidentiality agreements may vary from jurisdiction to jurisdiction.

In addition, these agreements typically restrict the ability of our employees, consultants, collaborators, contractors and advisors to publish data potentially relating to our trade secrets, although our agreements may contain certain limited publication rights.

Despite our efforts to protect our trade secrets, our competitors may discover our trade secrets, either through breach of our agreements with third parties, independent development or publication of information by any of our third-party collaborators.

A competitor’s discovery of our trade secrets would impair our competitive position and have an adverse impact on our business.

We may be subject to claims that our employees, consultants, or independent contractors have wrongfully used or disclosed to us alleged trade secrets of their former employers or their former or current customers.

As is common in the biotechnology and pharmaceutical industries, certain of our employees were formerly employed by other biotechnology or pharmaceutical companies, including our competitors or potential competitors.

Moreover, we engage the services of consultants to assist us in the development of our products and product candidates, many of whom were previously employed at or may have previously been or are currently providing consulting services to, other biotechnology or pharmaceutical companies, including our competitors or potential competitors.

We may be subject to claims that these employees and consultants or we have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers or their former or current customers.

Although we have no knowledge of any such claims being alleged to date, if such claims were to arise, litigation may be necessary to defend against any such claims.

Even if we are successful in defending against any such claims, any such litigation could be protracted, expensive, a distraction to our management team, not viewed favorably by investors and other third parties and may potentially result in an unfavorable outcome.

If our patent term expires before or soon after our products are approved, or if manufacturers of generic or biosimilar drugs successfully challenge our patents, our business may be materially harmed.

In addition, in an infringement proceeding, a court

may decide that a patent of ours is not valid or is unenforceable, or may refuse to stop the other party from using the technology at

issue on the grounds that our patent claims do not cover its technology or that the factors necessary to grant an injunction against an

infringer are not satisfied.

An adverse determination of any litigation or other proceedings could put one or more of our patents at risk

of being invalidated, interpreted narrowly or amended such that they do not cover our products.

Moreover, such adverse determinations

could put our patent applications at risk of not issuing or issuing with limited and potentially inadequate scope to cover our products

or to prevent others from marketing similar products.

Interference, derivation, or other proceedings

brought at the USPTO may be necessary to determine the priority or patentability of inventions with respect to our patent applications

or those of potential licensors or potential partners.

Litigation or USPTO proceedings brought by us may fail or may be invoked against

us by third parties.

Even if we are successful, domestic, or foreign litigation or USPTO or foreign patent office proceedings may result

in substantial costs and distraction to our management.

We may not be able, alone or with potential licensors or potential partners, to

prevent misappropriation of our proprietary rights, particularly in countries where the laws may not protect such rights as fully as in

the United States.

because of the substantial amount of discovery required in connection with intellectual property litigation or other proceedings, there

is a risk that some of our confidential information could be compromised by disclosure during this type of litigation or other proceedings.

In addition, during the course of this kind of litigation or proceedings, there could be public announcements of the results of hearings,

motions or other interim proceedings or developments or public access to related documents.

If investors perceive these results to be

negative, the market price for our common stock or Warrants could be significantly harmed.

reliance on third parties requires us to share our trade secrets, which increases the possibility that our trade secrets will be misappropriated

or disclosed, and confidentiality agreements with employees and third parties may not adequately prevent disclosure of trade secrets

and protect other proprietary information.

consider proprietary trade secrets or confidential know-how and unpatented know-how to be important to our business.

We may rely on trade

secrets or confidential know-how to protect our technology, especially where patent protection is believed by us to be of limited value.

protect this type of information against disclosure or appropriation by competitors, our policy is to require our employees, consultants,

collaborators, contractors, and advisors to enter into confidentiality agreements and, if applicable, material transfer agreements, consulting

agreements or other similar agreements with us prior to beginning research or disclosing proprietary information.

These agreements typically

limit the rights of the third parties to use or disclose our confidential information, including our trade secrets.

However, current

or former employees, consultants, collaborators, contractors and advisors may unintentionally or willfully disclose our confidential

information to competitors, and confidentiality agreements may not provide an adequate remedy in the event of unauthorized disclosure

of confidential information.

The need to share trade secrets and other confidential information increases the risk that such trade secrets

become known by our competitors, are inadvertently incorporated into the technology of others, or are disclosed or used in violation

of these agreements.

Given that our proprietary position is based, in part, on our know-how and trade secrets, a competitor’s discovery

of our trade secrets or other unauthorized use or disclosure would impair our competitive position and may have an adverse effect on

our business and results of operations.

Enforcing a claim that a third party obtained illegally and is using trade secrets or confidential

know-how is expensive, time consuming and unpredictable.

The enforceability of confidentiality agreements may vary from jurisdiction

to jurisdiction.

addition, these agreements typically restrict the ability of our employees, consultants, collaborators, contractors and advisors to publish

data potentially relating to our trade secrets, although our agreements may contain certain limited publication rights.

Despite our efforts

to protect our trade secrets, our competitors may discover our trade secrets, either through breach of our agreements with third parties,

independent development or publication of information by any of our third-party collaborators.

A competitor’s discovery of our

trade secrets would impair our competitive position and have an adverse impact on our business.

may be subject to claims that our employees, consultants, or independent contractors have wrongfully used or disclosed to us alleged

trade secrets of their former employers or their former or current customers.

As is common in the biotechnology and pharmaceutical

industries, certain of our employees were formerly employed by other biotechnology or pharmaceutical companies, including our competitors

or potential competitors.

Moreover, we engage the services of consultants to assist us in the development of our products, many of whom

were previously employed at or may have previously been or are currently providing consulting services to, other skincare companies, including

our competitors or potential competitors.

We may be subject to claims that these employees and consultants or we have inadvertently or

otherwise used or disclosed trade secrets or other proprietary information of their former employers or their former or current customers.

Although we have no knowledge of any such claims being alleged to date, if such claims were to arise, litigation may be necessary to defend

against any such claims.

Even if we are successful in defending against any such claims, any such litigation could be protracted, expensive,

a distraction to our management team, not viewed favorably by investors and other third parties and may potentially result in an unfavorable

If our patent term expires before or soon

after our products available for sale, or if manufacturers of generic or similar products successfully challenge our patents, our business

may be materially harmed.

Patents have a limited duration.

In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S.

non-provisional filing date.

In the United

States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S.

non-provisional

Various extensions may be available, but the life of a patent, and the protection it affords, is limited.

Even if patents covering our product candidates, their manufacture, or use are obtained, once the patent life has expired, we may be open to competition from competitive medications, including generic or biosimilar medications.

Depending upon the timing, duration, and conditions of FDA marketing approval of our product candidates, one or more of our United States patents may be eligible for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, referred to as the Hatch-Waxman Act, and similar legislation in the European Union.

The Hatch-Waxman Act permits a patent term extension of up to five years for a patent covering an approved product as compensation for effective patent term lost during product development and the FDA regulatory review process.

The patent term extension cannot extend the remaining term of a patent beyond a total of 14 years from the date of product approval, and only one patent applicable to an approved drug may be extended.

However, we may not receive an extension if we fail to apply within applicable deadlines, fail to apply prior to expiration of relevant patents or otherwise fail to satisfy applicable requirements.

Moreover, the length of the extension could be less than we request.

If we are unable to obtain patent term extension or the term of any such extension is less than we request, the period during which we can enforce our patent rights for that product will be shortened and our competitors may obtain approval to market competing products sooner than we expect.

Also, the scope of our right to exclude during any patent term extension period may be limited or may not cover a competitor’s product or product use.

As a result, our revenue from applicable products could be reduced, possibly materially.

Given the amount of time required for the development, testing and regulatory review of new drug candidates, patents protecting such drug candidates might expire before or shortly after such drug candidates are commercialized.

As a result, our patents and patent applications may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations and prospects.

Manufacturers of generic or biosimilar drugs may challenge the scope, validity, or enforceability of our patents in court or before a patent office, and we may not be successful in enforcing or defending those intellectual property rights and, as a result, may not be able to develop or market the relevant product exclusively, which would have a material adverse effect on any potential sales of that product.

Upon the expiration of our issued patents or patents that may issue from our pending patent applications, we will not be able to assert such patent rights against potential competitors and our business and results of operations may be adversely affected.

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

Our unregistered trademarks or trade names may be challenged, infringed, circumvented, or declared generic or determined to be infringing on other marks.

We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential collaborators or customers in our markets of interest.

At times, competitors may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion.

In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our unregistered trademarks or trade names.

Over the long term, if we are unable to successfully register our trademarks and trade names and establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively, and our business may be adversely affected.

Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources and could adversely impact our financial condition or results of operations.

Our proprietary information may be lost, or we may suffer security breaches.

In the ordinary course of our business, we collect and store sensitive data, including intellectual property, clinical trial data, proprietary business information, personal data and personally identifiable information of our clinical trial subjects and employees, in our data centers and on our networks.

Even if patents

covering our products, their manufacture, or use are obtained, once the patent life has expired, we may be open to competition from competitive

medications, including generic similar products.

Manufacturers of generic similar products may challenge the scope,

validity, or enforceability of our patents in court or before a patent office, and we may not be successful in enforcing or defending

those intellectual property rights and, as a result, may not be able to develop or market the relevant product exclusively, which would

have a material adverse effect on any potential sales of that product.

Upon the expiration of our issued patents or patents that may issue

from our pending patent applications, we will not be able to assert such patent rights against potential competitors and our business

and results of operations may be adversely affected.

our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest

and our business may be adversely affected.

unregistered trademarks or trade names may be challenged, infringed, circumvented, or declared generic or determined to be infringing

on other marks.

We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition

among potential collaborators or customers in our markets of interest.

At times, competitors may adopt trade names or trademarks similar

to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion.

In addition, there could be potential

trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations

of our unregistered trademarks or trade names.

Over the long term, if we are unable to successfully register our trademarks and trade

names and establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively, and our

business may be adversely affected.

Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain

names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources

and could adversely impact our financial condition or results of operations.

proprietary information may be lost, or we may suffer security breaches.

the ordinary course of our business, we collect and store sensitive data, including intellectual property, clinical trial data, proprietary

business information, personal data and personally identifiable information of our clinical trial subjects and employees, in our data

centers and on our networks.

The secure processing, maintenance and transmission of this information is critical to our operations.

Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions.

Although, to our knowledge, we have not experienced any such material security breach to date, any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen.

Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, significant regulatory penalties, disrupt our operations, damage our reputation and cause a loss of confidence in us and our ability to conduct clinical trials, which could adversely affect our reputation and delay our clinical development of our product candidates.

Risks Related to the Securities Markets and Ownership of Our Common Stock and Warrants

The market price of our common stock and Warrants have been volatile and can fluctuate substantially, which could result in substantial losses for holders of our securities.

The market price of our common stock and Warrants have been highly volatile.

The market price for our common stock and Warrants may be volatile and subject to wide fluctuations in response to factors including the following:

actual or anticipated fluctuations in our quarterly or annual operating results;

actual or anticipated changes in the pace of our corporate achievements or our growth rate relative to our competitors;

failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public;

issuance of new or updated research or reports by securities analysts;

share price and volume fluctuations attributable to inconsistent trading volume levels of our common stock or Warrants;

additions or departures of key management or other personnel;

disputes or other developments related to proprietary rights, including patents, litigation matters, and our ability to obtain patent protection for our technologies;

announcement or expectation of additional debt or equity financing efforts;

sales of our common stock or Warrants by us, our insiders or our other stockholders;

general economic, market or political conditions in the United States or elsewhere.

In particular, the market prices of clinical-stage companies like ours have been highly volatile due to factors, including, but not limited to:

any delay or failure in a clinical trial for our product candidates or receive approval from the FDA and other regulatory agents;

developments or disputes concerning our product candidate’s intellectual property rights;

our or our competitors’ technological innovations;

fluctuations in the valuation of companies perceived by investors to be comparable to us;

announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, capital commitments, new technologies or patents;

failure to complete significant transactions or collaborate with vendors in manufacturing our product;

proposals for legislation that would place restrictions on the price of medical therapies.

These and other market and industry factors may cause the market price and demand for our common stock and Warrants to fluctuate substantially, regardless of our actual operating performance, which may limit or prevent investors from readily selling their shares of common stock or Warrants and may otherwise negatively affect the liquidity of our common stock and Warrants.

In addition, the stock market in general, and Nasdaq Capital Markets and emerging growth companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies.

In the past, when the market price of a security has been volatile, holders of that security have instituted securities class action litigation against the company that issued the security.

our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee

error, malfeasance or other disruptions.

Although, to our knowledge, we have not experienced any such material security breach to date,

any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen.

Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect

the privacy of personal information, significant regulatory penalties, disrupt our operations, damage our reputation and cause a loss

of confidence in us and our ability to conduct clinical trials, which could adversely affect our reputation and delay our clinical development

of our products.

Related to Termination of License Agreement

termination of our license agreement with Villani could negatively impact our operations .

previously held a material license agreement with Villani Inc.

(“Villani”), pursuant to which we were granted exclusive,

sub-licensable, royalty-bearing license under the Licensed Patents, and Licensed Know-How to formulate, develop, seek regulatory approval

for, make or sell pharmaceutical products that contain sponge for the treatment of diseases, disorders and conditions of the skin.

were responsible for the development and commercialization of any Licensed Products.

In partial consideration of the license, we had

agreed to make future milestone payments to Villani in an aggregate amount of up to $40.5 million upon the achievement of specified development

and sales milestones, payable in cash or in equity, at the option of Villani, as well as single-digit royalty payments on net sales.

On November 17, 2025, we sent notice to Villani that we elected to terminate the license agreement without cause, per the terms of the

license agreement, which would be effective in 90 days or February 15, 2026.

On February 15, 2026, we provided Villani final notice that

the license agreement was terminated.

As a result of the termination of the license agreement, Villani will not be entitled to receive

any further milestones or other payments due after the termination date.

We will cease to have any development or commercialization obligations

related to any licensed products, the licenses Villani granted to us pursuant to the license agreement will cease to be in effect as

of the date of termination and we will have to turn over the rights to certain information related to the licensed product.

the license agreement has been terminated, the termination has not eliminated the risk of disputes with the licensor, and such disputes

could have a material adverse effect on our business, financial condition, results of operations and cash flows.

particular, disputes may arise regarding, among other things:

interpretation of post-termination obligations, including rights related to wind-down activities,

inventory sell-off, transition services, or continued use of intellectual property;

breaches of the license agreement occurring prior to or in connection with the termination,

including claims related to royalties, milestone payments, quality standards, marketing practices

or regulatory compliance;

scope, or continued use of intellectual property, data, know-how, trademarks or other assets

developed or used during the term of the license agreement;

● confidentiality,

non-competition, non-solicitation or indemnification provisions that survive termination.

any such disputes arise, we could be required to defend ourselves in litigation, arbitration or other dispute resolution proceedings,

which could be costly, time-consuming and disruptive to management.

The outcome of any such proceedings is inherently uncertain, and

adverse rulings or settlements could require us to pay damages, royalties or other amounts, restrict our ability to operate our business

as planned, or impose injunctive or other equitable relief.

addition, disputes with the licensor could harm our reputation, strain relationships with customers, suppliers, distributors or potential

licensing partners, and make it more difficult for us to enter into future licensing or strategic collaboration arrangements on favorable

terms, or at all.

Even if we ultimately prevail in any dispute, the associated costs and diversion of management attention could materially

and adversely affect our business and results of operations.

Related to the Securities Markets and Ownership of Our Common Stock and Warrants

market price of our common stock and Warrants has been volatile and can fluctuate substantially, which could result in substantial losses

for holders of our securities.

market price of our common stock and Warrants has been highly volatile.

The market price for our common stock and Warrants may be volatile

and subject to wide fluctuations in response to factors including the following:

or anticipated fluctuations in our quarterly or annual operating results;

or anticipated changes in the pace of our corporate achievements or our growth rate relative to our competitors;

to meet or exceed financial estimates and projections of the investment community or that we provide to the public;

of new or updated research or reports by securities analysts;

price and volume fluctuations attributable to inconsistent trading volume levels of our common stock or Warrants;

or departures of key management or other personnel;

or other developments related to proprietary rights, including patents, litigation matters, and our ability to obtain patent protection

for our technologies;

or expectation of additional debt or equity financing efforts;

of our common stock or Warrants by us, our insiders or our other stockholders;

economic, market or political conditions in the United States or elsewhere.

particular, the market prices of clinical-stage companies like ours have been highly volatile due to factors, including, but not limited

delay or failure in a clinical trial for our products or receive approval from the FDA and other regulatory agents;

or disputes concerning our product’s intellectual property rights;

or our competitors’ technological innovations;

in the valuation of companies perceived by investors to be comparable to us;

announcements

by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, capital commitments, new

technologies or patents;

to complete significant transactions or collaborate with vendors in manufacturing our product;

for legislation that would place restrictions on the price of medical therapies.

and other market and industry factors may cause the market price and demand for our common stock and Warrants to fluctuate substantially,

regardless of our actual operating performance, which may limit or prevent investors from readily selling their shares of common stock

or Warrants and may otherwise negatively affect the liquidity of our common stock and Warrants.

In addition, the stock market in general,

and Nasdaq Capital Markets and emerging growth companies in particular, have experienced extreme price and volume fluctuations that have

often been unrelated or disproportionate to the operating performance of these companies.

In the past, when the market price of a security

has been volatile, holders of that security have instituted securities class action litigation against the company that issued the security.

If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit.

Such a lawsuit could also divert the time and attention of our management.

Our Warrants may not have any value.

There can be no assurance that the market price of our common stock will ever equal or exceed the exercise price of our outstanding Warrants.

In the event that our common stock price does not exceed the exercise price of the Warrants during the period when the Warrants are exercisable, the Warrants may not have any value.

A Warrant does not entitle the holder to any rights as common stockholders until the holder exercises the Warrant for a share of our common stock.

Until you acquire shares of our common stock upon exercise of your Warrants, your Warrants will not provide you any rights as a common stockholder.

Upon exercise of your Warrants, you will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date.

We are an “emerging growth company,” and will be able take advantage of reduced disclosure requirements applicable to “emerging growth companies,” which could make our common stock and Warrants less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act and, for as long as we continue to be an “emerging growth company,” we intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We could be an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

We intend to take advantage of these reporting exemptions described above until we are no longer an “emerging growth company.” Under the JOBS Act, “emerging growth companies” can also delay adopting new or revised accounting standards until such time as those standards apply to private companies.

We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

We cannot predict if investors will find our common stock or Warrants less attractive if we choose to rely on these exemptions.

If some investors find our common stock or Warrants less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and Warrants and the price of our common stock and Warrants may be more volatile.

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 our company.

If we fail to remediate a material weakness, or if we experience material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock and Warrants.

Prior to the completion of our initial public offering in August 2021, we had been a private company with limited accounting personnel to adequately execute our accounting processes and limited supervisory resources with which to address our internal control over financial reporting.

Such a lawsuit could

also divert the time and attention of our management.

Warrants may not have any value.

can be no assurance that the market price of our common stock will ever equal or exceed the exercise price of our outstanding Warrants.

In the event that our common stock price does not exceed the exercise price of the Warrants during the period when the Warrants are exercisable,

the Warrants may not have any value.

Warrant does not entitle the holder to any rights as common stockholders until the holder exercises the Warrant for a share of our common

you acquire shares of our common stock upon exercise of your Warrants, your Warrants will not provide you any rights as a common stockholder.

Upon exercise of your Warrants, you will be entitled to exercise the rights of a common stockholder only as to matters for which the

record date occurs after the exercise date.

are an “emerging growth company,” and will be able take advantage of reduced disclosure requirements applicable to “emerging

growth companies,” which could make our common stock and Warrants less attractive to investors.

are an “emerging growth company,” as defined in the JOBS Act and, for as long as we continue to be an “emerging growth

company,” we intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies

but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic

reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and

stockholder approval of any golden parachute payments not previously approved.

We will remain an emerging growth company until the earliest

to occur of (i) December 31, 2026, (ii) the first fiscal year after our annual gross revenue exceeds $1.235 billion, (iii) the date on

which we have, during the immediately preceding three-year period, issued more than $1.00 billion in non-convertible debt securities,

or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeds $700 million as of the

end of the second quarter of that fiscal year..

intend to take advantage of these reporting exemptions described above until we are no longer an “emerging growth company.”

Under the JOBS Act, “emerging growth companies” can also delay adopting new or revised accounting standards until such time

as those standards apply to private companies.

We have irrevocably elected not to avail ourselves of this exemption from new or revised

accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that

are not “emerging growth companies.”

cannot predict if investors will find our common stock or Warrants less attractive if we choose to rely on these exemptions.

investors find our common stock or Warrants less attractive as a result of any choices to reduce future disclosure, there may be a less

active trading market for our common stock and Warrants and the price of our common stock and Warrants may be more volatile.

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 our company.

If we fail to remediate a material weakness, or if we experience material weaknesses in the future or otherwise

fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial

condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock

and Warrants.

to the completion of our initial public offering in August 2021, we had been a private company with limited accounting personnel to adequately

execute our accounting processes and limited supervisory resources with which to address our internal control over financial reporting.

As a public company, we have designed a control environment as required of public companies under the rules and regulations of the SEC.

Proper systems of internal controls over financial accounting and disclosure controls and procedures are critical to the operation of a public company.

We may be unable to effectively establish such systems, especially in light of the fact that we expect to operate as a publicly reporting company.

This would leave us without the ability to reliably assimilate and compile financial information about our company and significantly impair our ability to prevent error and detect fraud, all of which would have a negative impact on our company from many perspectives.

Moreover, we do not expect that disclosure controls or internal control over financial reporting, even if established, will prevent all error and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

systems of internal controls over financial accounting and disclosure controls and procedures are critical to the operation of a public

We may be unable to effectively establish such systems, especially in light of the fact that we expect to operate as a publicly

reporting company.

This would leave us without the ability to reliably assimilate and compile financial information about our company

and significantly impair our ability to prevent error and detect fraud, all of which would have a negative impact on our company from

many perspectives.

we do not expect that disclosure controls or internal control over financial reporting, even if established, will prevent all error and

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the

control system’s objectives will be met.

Further, the design of a control system must reflect the fact that there are resource

constraints and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control

systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Failure of our control systems to prevent error or fraud could materially adversely impact us.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock and Warrants depends in part on the research and reports that securities or industry analysts publish about us or our business.

securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price

and trading volume could decline.

trading market for our common stock and Warrants depends in part on the research and reports that securities or industry analysts publish

about us or our business.

We do not currently have and may never obtain research coverage by securities and industry analysts.

If no securities or industry analysts commence coverage of our company, the trading price for our securities would be negatively impacted.

If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our securities or publishes inaccurate or unfavorable research about our business, our stock price and Warrant price would likely decline.

If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our securities could decrease, which could cause the price of our securities and trading volume to decline.

Future sales of our common stock, Warrants or securities convertible into our common stock may depress our stock price.

Sales of a substantial number of shares of our common stock, Warrants or securities convertible into our common stock in the public market could occur at any time.

These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock and Warrants.

If a large number of shares of our common stock, Warrants or securities convertible into our common stock are sold in the public market after they become eligible for sale, the sales could reduce the trading price of our common stock and Warrants and impede our ability to raise future capital.

Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our common stock

Our common stock is currently listed on the Nasdaq Capital Market.

Continued listing of a security on Nasdaq Capital Market is conditioned upon compliance with various continued listing standards.

In the past, we have received notices from Nasdaq’s Listing Qualifications Department indicating that we had not complied with certain of the Nasdaq Capital Market’s continued listing standards.

While we have regained compliance for each instance, there can be no assurance that we will continue to maintain compliance with the Nasdaq listing requirements.

A delisting could substantially decrease trading in our common stock, adversely affect the market liquidity of our common stock as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws, adversely affect our ability to obtain financing on acceptable terms, if at all, and may result in the potential loss of confidence by investors, suppliers, and employees and lead to fewer business development opportunities.

Additionally, the market price of our common stock may decline further, and stockholders may lose some or all of their investment.

In the event of a delisting, we anticipate that we would take actions to restore our compliance with the Nasdaq Capital Market or another national exchange’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to remain listed on the Nasdaq Capital Market, stabilize our market price, improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq Capital Market’s minimum bid price requirement, or prevent future non-compliance with the Nasdaq Capital Market or another national exchange’s listing requirements.

Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

Our amended and restated certificate of incorporation, bylaws and Delaware corporate law contain provisions which could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our Board.

Our corporate governance documents include provisions:

classifying our Board into three classes;

authorizing “blank check” preferred stock, which could be issued by our Board without stockholder approval and may contain voting, liquidation, dividend, and other rights superior to our common stock;

limiting the liability of, and providing indemnification to, our directors and officers;

limiting the ability of our stockholders to call and bring business before special meetings;

requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our Board;

controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings;

providing our Board with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation law, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of our outstanding common stock.

Any provision of our amended and restated certificate of incorporation, bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock or Warrants, and could also affect the price that some investors are willing to pay for our common stock and Warrants.

Our ability to use our net operating loss carryforwards may be limited.

As of December 31, 2024, we had net operating loss carryforwards, or NOLs, of approximately $20.3 million for federal income tax purposes and approximately $5.0 million for state income tax purposes.

Utilization of these NOLs depends on many factors, including our future income, which cannot be assured.

These NOLs could expire unused and be unavailable to offset our future income tax liabilities.

In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by value, in its equity ownership by 5% stockholders over a three-year period, the corporation’s ability to use its pre-change NOLs and other pre-change tax attributes to offset its post-change income may be limited.

We may experience ownership changes in the future as a result of subsequent changes in our stock ownership, some of which may be outside of our control.

Ownership changes that materially limit our use of our historical NOLs could harm our future operating results by effectively increasing our future U.S.

securities or industry analysts commence coverage of our company, the trading price for our securities would be negatively impacted.

If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our securities or publishes

inaccurate or unfavorable research about our business, our stock price and Warrant price would likely decline.

If one or more of these

analysts ceases coverage of us or fails to publish reports on us regularly, demand for our securities could decrease, which could cause

the price of our securities and trading volume to decline.

sales of our common stock, Warrants or securities convertible into our common stock may depress our stock price.

of a substantial number of shares of our common stock, Warrants or securities convertible into our common stock in the public market

could occur at any time.

These sales, or the perception in the market that the holders of a large number of shares intend to sell shares,

could reduce the market price of our common stock and Warrants.

If a large number of shares of our common stock, Warrants or securities

convertible into our common stock are sold in the public market after they become eligible for sale, the sales could reduce the trading

price of our common stock and Warrants and impede our ability to raise future capital.

failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our common stock

common stock is currently listed on the Nasdaq Capital Market.

Continued listing of a security on Nasdaq Capital Market is conditioned

upon compliance with various continued listing standards.

In the past, we have received notices from Nasdaq’s Listing Qualifications

Department indicating that we had not complied with certain of the Nasdaq Capital Market’s continued listing standards.

have regained compliance for each instance, there can be no assurance that we will continue to maintain compliance with the Nasdaq listing

requirements.

A delisting could substantially decrease trading in our common stock, adversely affect the market liquidity of our common

stock as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws,

adversely affect our ability to obtain financing on acceptable terms, if at all, and may result in the potential loss of confidence by

investors, suppliers, and employees and lead to fewer business development opportunities.

Additionally, the market price of our common

stock may decline further, and stockholders may lose some or all of their investment.

the event of a delisting, we anticipate that we would take actions to restore our compliance with the Nasdaq Capital Market or another

national exchange’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common

stock to remain listed on the Nasdaq Capital Market, stabilize our market price, improve the liquidity of our common stock, prevent our

common stock from dropping below the Nasdaq Capital Market’s minimum bid price requirement, or prevent future non-compliance with

the Nasdaq Capital Market or another national exchange’s listing requirements.

Anti-takeover

provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

amended and restated certificate of incorporation, bylaws and Delaware corporate law contain provisions which could have the effect of

rendering more difficult, delaying or preventing an acquisition deemed undesirable by our Board.

Our corporate governance documents include

our Board into three classes;

“blank check” preferred stock, which could be issued by our Board without stockholder approval and may contain voting,

liquidation, dividend, and other rights superior to our common stock;

the liability of, and providing indemnification to, our directors and officers;

the ability of our stockholders to call and bring business before special meetings;

advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates

for election to our Board;

the procedures for the conduct and scheduling of board of directors and stockholder meetings;

our Board with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings.

provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation

law, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations

without approval of the holders of substantially all of our outstanding common stock.

provision of our amended and restated certificate of incorporation, bylaws or Delaware law that has the effect of delaying or deterring

a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock or Warrants,

and could also affect the price that some investors are willing to pay for our common stock and Warrants.

ability to use our net operating loss carryforwards may be limited.

As of December 31, 2025, we had net operating loss carryforwards, or

NOLs, of approximately $31.6 million for federal income tax purposes and approximately $5.0 million for state income tax purposes.

of these NOLs depends on many factors, including our future income, which cannot be assured.

These NOLs could expire unused and be unavailable

to offset our future income tax liabilities.

In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code,

and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as

a greater than 50% change, by value, in its equity ownership by 5% stockholders over a three-year period, the corporation’s ability

to use its pre-change NOLs and other pre-change tax attributes to offset its post-change income may be limited.

We may experience ownership

changes in the future as a result of subsequent changes in our stock ownership, some of which may be outside of our control.

changes that materially limit our use of our historical NOLs could harm our future operating results by effectively increasing our future

federal income tax and U.S.

state income tax obligations.

We have not yet completed a Section 382 analysis, and therefore, there can be no assurances that any previously experienced ownership changes have not materially limited our utilization of affected NOLs.

In addition, as a result of the Tax Cuts and Jobs Act of 2017, as modified by the Coronavirus Aid, Relief, and Economic Security Act of 2020, or CARES Act, federal NOLs incurred in 2018 and in future years may be carried forward indefinitely, however, the deductibility of our federal NOLs generated in such years will be limited to 80% of taxable income if utilized in taxable years beginning after December 31, 2020.

Federal net operating losses incurred in years beginning before January 1, 2018, are subject to a twenty-year carryforward but are not limited to 80% of taxable income.

We have never paid dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable future.

We have never declared nor paid cash dividends on our capital stock.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future.

Consequently, stockholders must rely on sales of their common stock and Warrants after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Our amended and restated certificate of incorporation requires that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for each of the following:

any derivative action or proceeding brought on our behalf;

any action asserting a claim for breach of any fiduciary duty owed by any director, officer or other employee of ours to the Company or our stockholders;

any action asserting a claim against us or any director or officer of ours arising pursuant to, or a claim against us or any of our directors or officers, with respect to the interpretation or application of any provision of, the DGCL, our certificate of incorporation or bylaws;

any action asserting a claim governed by the internal affairs doctrine;

provided, that, if and only if the Court of Chancery of the State of Delaware dismisses any of the foregoing actions for lack of subject matter jurisdiction, any such action or actions may be brought in another state court sitting in the State of Delaware.

The exclusive forum provision is limited to the extent permitted by law, and it will not apply to claims arising under the Securities Exchange Act of 1934, as amended, or the Exchange Act, or for any other federal securities laws which provide for exclusive federal jurisdiction.

Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions.

Accordingly, both state and federal courts have jurisdiction to entertain such claims.

To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring such a claim arising under the Securities Act against us, our directors, officers, or other employees in a venue other than in the federal district courts of the United States of America.

In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation.

Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, this provision may limit or discourage a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees, and may result in increased costs for investors to bring a claim.

Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

We note that there is uncertainty as to whether a court would enforce the provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.

We have not yet completed a Section 382 analysis, and therefore, there

can be no assurances that any previously experienced ownership changes have not materially limited our utilization of affected NOLs.

addition, as a result of the Tax Cuts and Jobs Act of 2017, as modified by the Coronavirus Aid, Relief, and Economic Security Act of 2020,

or CARES Act, federal NOLs incurred in 2018 and in future years may be carried forward indefinitely, however, the deductibility of our

federal NOLs generated in such years will be limited to 80% of taxable income if utilized in taxable years beginning after December 31,

have never paid dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable future.

have never declared nor paid cash dividends on our capital stock.

We currently intend to retain any future earnings to finance the operation

and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future.

Consequently, stockholders

must rely on sales of their common stock and Warrants after price appreciation, which may never occur, as the only way to realize any

future gains on their investment.

amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive

forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’

ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

amended and restated certificate of incorporation requires that, unless we consent in writing to the selection of an alternative forum,

the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for each

of the following:

derivative action or proceeding brought on our behalf;

action asserting a claim for breach of any fiduciary duty owed by any director, officer or other employee of ours to the Company

or our stockholders;

action asserting a claim against us or any director or officer of ours arising pursuant to, or a claim against us or any of our directors

or officers, with respect to the interpretation or application of any provision of, the DGCL, our certificate of incorporation or

action asserting a claim governed by the internal affairs doctrine;

that, if and only if the Court of Chancery of the State of Delaware dismisses any of the foregoing actions for lack of subject matter

jurisdiction, any such action or actions may be brought in another state court sitting in the State of Delaware.

exclusive forum provision is limited to the extent permitted by law, and it will not apply to claims arising under the Securities Exchange

Act of 1934, as amended, or the Exchange Act, or for any other federal securities laws which provide for exclusive federal jurisdiction.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions.

both state and federal courts have jurisdiction to entertain such claims.

To prevent having to litigate claims in multiple jurisdictions

and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate

of incorporation provides that the federal district courts of the United States of America will be the exclusive forum for resolving

any complaint asserting a cause of action arising under the Securities Act.

While the Delaware courts have determined that such choice

of forum provisions are facially valid, a stockholder may nevertheless seek to bring such a claim arising under the Securities Act against

us, our directors, officers, or other employees in a venue other than in the federal district courts of the United States of America.

In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended

and restated certificate of incorporation.

we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits

to which it applies, this provision may limit or discourage a stockholder’s ability to bring a claim in a judicial forum that it

finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and

our directors, officers and other employees, and may result in increased costs for investors to bring a claim.

Alternatively, if a court

were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable

in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect

our business and financial condition.

note that there is uncertainty as to whether a court would enforce the provision and that investors cannot waive compliance with the

federal securities laws and the rules and regulations thereunder.

Although we believe this provision benefits us by providing increased

consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging

lawsuits against our directors and officers.

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-K

Item 1A. Risk Factors