What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-29 compared with 2023-03-30 · 668 added, 565 removed, 1423 unchanged (46% of the section changed)

1 unchanged sentence

(a) Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, (the “Exchange Act”) as of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the

participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of December 31, 2022.

Our management has concluded, based on their evaluation, that our disclosure

controls and procedures were effective as of December 31, 2022 to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time

periods specified in the Securities and Exchange Commission’s rules and forms.

the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of December 31, 2023.

Our management has concluded, based on their evaluation, that our

disclosure controls and procedures were effective as of December 31, 2023 to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within

the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) Management’s Annual Report on Internal Control Over Financial Reporting

5 unchanged sentences

a) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

that receipts and expenditures of a company are being made only in accordance with authorizations of management and the board of directors of the Company;

c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.

b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of a company are being made only in accordance with authorizations of management and the board of directors of the Company;

c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk

that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections of any evaluation of effectiveness to future periods are subject to the

risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management has used the criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), or COSO, to

10 unchanged sentences

Except as follows, there was no change in our internal control over financial reporting that occurred during the fourth quarter of 2022 that has materially affected, or is reasonably likely to materially affect,

our internal control over financial reporting.

During the course of preparing and reviewing the Company’s interim financial statements for the period ended September 30, 2022, we identified a computational error in an accrual relating to

research and development costs.

This error was corrected in the financial statements as of and for the period ended September 30, 2022.

We determined that this deficiency constitutes a "material weakness" in our internal control over financial

We have advised our audit committee of this deficiency in our internal control over financial reporting, and the fact that this deficiency constitutes a "material weakness." A material weakness in internal control over financial

reporting is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be

prevented or detected on a timely basis by our internal controls.

We performed additional procedures during the fourth quarter of 2022 to remediate this material weakness.

Specifically, we have implemented additional reviews of research and

development accruals and have enhanced documentation of processes.

Management believes that these efforts have effectively remediated the material weakness.

There was no change in our internal control over financial reporting that occurred during the fourth quarter of 2023 that has materially affected, or is reasonably likely to materially affect, our internal

control over financial reporting.

Other Information

Supplemental Line of Credit

On March 29, 2024, the Company and Richard E.

Uihlein (the “Lender”) entered into a Supplemental Line of Credit Letter Agreement (the “Supplemental Credit

Agreement”), pursuant to which the Lender shall provide the Company a line of credit of up to $10.0 million (the “Supplemental Line of Credit”) to finance the Company’s working capital needs.

The Company may draw upon the Supplemental Line of

Credit through March 31, 2025.

Each advance made pursuant to the Supplemental Credit Agreement shall be evidenced by an unsecured, convertible promissory note (individually, a “Promissory Note,”

and collectively, the “Promissory Notes”), and bear interest at the Applicable Federal Rate for short term loans, plus two (2%) percent.

Principal and interest on the Promissory Notes are due on or before March 31, 2026.

Only with the consent of the Lender, may the Promissory Notes be prepaid, in whole or in part, at any time without premium or penalty, but with interest on the

amount or amounts prepaid.

At the election of Lender, the principal and accrued interest on Promissory Note(s) may be converted into the number of shares of the Company’s Common Stock equal to the amount of principal and accrued interest on

such Promissory Note divided by the price equal to the closing price of the Common Stock on the date of such Promissory Note, but in no event less than $3.00 per share.

In connection with the Supplemental Credit Agreement, the Company agreed to issue the Lender warrants to purchase up to an aggregate of 200,000 shares of the

Company’s common stock, par value $0.001 per share (collectively, the “Warrants”).

The Company shall issue to the Lender Warrants ratably, upon borrowings under the Supplemental Line of Credit, with exercise prices equal to 150% of the

closing price of the Company’s common Stock on the date of the Promissory Note evidencing such draw, but in no event more than $10.00 per share nor less than $3.00 per share.

The Warrants expire on July 31, 2029.

The securities referred to in this Item 9B are being issued by the Company to the Lender in reliance upon the exemption from the registration requirements of the

Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

The Company relied, in part, upon representations from the Lender that the Lender is an accredited investor as defined

in Regulation D under the Securities Act.

Securities Trading Plans of Directors and Executive Officers

No officers or directors, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading

arrangement,” as defined in Regulation S-K Item 408, during the fiscal quarter ended December 31, 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

8 unchanged sentences

Amelio, Ph.D.

Carson, Sr., M.D.

Kary Eldred (1)

10 unchanged sentences

Since January 1, 2012, Dr.

Amelio has provided consulting and advisory services through GFA, LLC, a California limited liability company.

He was a Senior Partner of Sienna Ventures (a privately held venture capital firm in Sausalito, California) from

April 2001 until the fund closed per plan on December 31, 2011.

Amelio has provided

consulting and advisory services through GFA, LLC, a California limited liability company.

He was a Senior Partner of Sienna Ventures (a privately held venture capital firm in Sausalito, California) from April 2001 until the fund closed per

plan on December 31, 2011.

Amelio was Chairman and Chief Executive Officer of Jazz Technologies, Inc.

(now a wholly owned subsidiary of Tower Semiconductor Ltd., an independent specialty wafer foundry)

from August 2005 until his retirement in September 2008 (when he was named Chairman Emeritus).

Amelio was Chairman and Chief Executive Officer of Beneventure Capital, LLC (a full-service venture capital firm in San Francisco, California)

from 1999 to 2005 and was Principal of Aircraft Ventures, LLC (a consulting firm in Newport Beach, California) from April 1997 to December 2004.

Amelio was elected a Director of AT&T in February 2001 and had previously served as an

Advisory Director of AT&T (then known as SBC Communications Inc.) from April 1997 to February 2001.

(now a wholly owned subsidiary of Tower Semiconductor Ltd., an independent specialty wafer foundry) from August 2005 until his retirement

in September 2008 (when he was named Chairman Emeritus).

Amelio was Chairman and Chief Executive Officer of Beneventure Capital, LLC (a full-service venture capital firm in San Francisco, California) from 1999 to 2005 and was Principal of

Aircraft Ventures, LLC (a consulting firm in Newport Beach, California) from April 1997 to December 2004.

Amelio was elected a Director of AT&T in February 2001 and had previously served as an Advisory Director of AT&T (then known

as SBC Communications Inc.) from April 1997 to February 2001.

He served as a Director of Pacific Telesis Group from 1995 until the company was acquired by AT&T in 1997.

Prior to 1997, he served as

Chairman, President and CEO of National Semiconductor (1991-1996) and Apple Computer (1996-1997).

Prior to 1997, he served as Chairman, President and CEO of National

Semiconductor (1991-1996) and Apple Computer (1996-1997).

We believe Dr.

Amelio’s qualifications to sit on our Board of Directors include his executive leadership and management experience, as well as his

extensive experience with global companies, his financial expertise and his years of experience providing strategic advisory services to organizations.

Czirr , has served as a director pursuant to contractual rights set forth in certain warrants to purchase Common

Stock that 10X Fund L.P.

holds since February 2009, served as Chairman of the Board from February 2009 until January 2016 and Executive Chairman from February 2010 until January 2016, is a co-founder

of 10X Fund, L.P.

and is a managing member of 10X Capital Management LLC, the general partner of 10X Fund, L.P.

Czirr was a co-founder of Galectin Therapeutics in July 2000.

Czirr was instrumental in the early-stage development

of Safe Science Inc., a developer of anti-cancer drugs;

served from 2005 to 2008 as Chief Executive Officer of Minerva Biotechnologies Corporation, a developer of nano particle bio chips to determine the cause of solid tumors.

early stage investor and on the board of directors of Gold Express a private gold mining company with multiple exploration properties in the U.S.

Czirr received a B.B.A.

degree from the University of Michigan.

We believe that Mr.

best situated to sit on our Board because he is the director who was a co-founder of the Company and is familiar with our business and industry.

Amelio’s qualifications to sit on our Board of Directors include his executive leadership and management experience, as well as his extensive experience with global

companies, his financial expertise and his years of experience providing strategic advisory services to organizations.

Carson, Sr., a director since 2023, served as the 17th Secretary of the U.S.

Department of Housing and Urban Development (“HUD”) from 2017 to 2021.

Carson is a world-renowned neurosurgeon who prior to serving as HUD Secretary was involved with more than 15,000 surgical procedures and was the recipient of numerous awards, including the Presidential Medal of Freedom, more than 70 honorary

doctorate degrees and the Spingarn Medal, the NAACP’s highest honor.

Carson serves on the Board of Directors for D.R.

DHI), Covenant Logistics Group, Inc.

CVLG), and Sinclair Broadcast Group, Inc.

In addition, Dr.

Carson previously served on the Board of Directors of both The Kellogg Company (NYSE:

K) and Costco Wholesale Corporation (NASDAQ:

Carson is the founder and current Chairman of the American Cornerstone

Carson is on the Board of Directors of the Carson Scholars Fund, an organization he and his wife, Mrs.

Candy Carson, founded in 1994.

Throughout his distinguished career, Dr.

Carson contributed to the field of medicine through

the thousands of surgeries he performed and the many leadership positions he held, including serving as Director of the Division of Pediatric Neurosurgery at The Johns Hopkins Medical Institutions from 1984 to 2013 as well a Professor of

Neurological Surgery, Oncology, Plastic Surgery, and Pediatrics at The Johns Hopkins Medical Institutions from 1999 to 2013.

The Board believes that Dr.

Carson’s extensive medical, management, director, leadership, financial, and information

security experience make him highly qualified to serve as a member of our Board.

Kary Eldred, is a director since 2018 and Chief Investment Officer for the Living Stones Foundation since July 2015 and has been an active private equity investor for many years.

In these capacities, he serves and has served on a number of corporate boards of companies with potential for and driving toward initial public offerings and is currently serving as a board

member in Buy It Installed (since 2017), Babywise and Wise King Media (since 2015).

In these capacities, he serves and has served on a number of corporate boards of companies with potential for and driving toward initial public offerings and is currently serving as a

board member in Buy It Installed (since 2017), Babywise and Wise King Media (since 2015).

Kary Eldred also served on the board and audit committee of GCT Semiconductor.

From January 2011 through October 2014, Mr.

Eldred was CEO & Chairman of

Altadona, S.A.

a software integration company based in Europe and prior to that was a principal in Parakletos Ventures, an institutional venture capital firm with several investments in companies that went on to be acquired or become publicly

listed on different exchanges around the world including the NASDAQ, KOSDAQ and the GEM market.

Eldred was CEO & Chairman

of Altadona, S.A.

publicly listed on different exchanges around the world including the NASDAQ, KOSDAQ and the GEM market.

Eldred has an Executive MBA from IE Business School and a BA in Foreign Service from Baylor University.

1 unchanged sentence

qualifications to sit on our board include his experience serving on boards of several companies and experience in venture capital and private equity investing.

Freeman, a director since May 2011, holds the Chartered Financial Analyst designation and is Chief Executive Officer of Cross Consulting and Services, LLC, an investment advisory and consulting firm founded in 2004.

He is also author of a New York Times best-selling book about the stock market and economy and the host of a television program (Economic War Room

with Kevin Freeman) that airs on BlazeTV.

Freeman, a director since May 2011, holds the Chartered Financial Analyst designation and is Chief Executive Officer of Cross Consulting

and Services, LLC, an investment advisory and consulting firm founded in 2004.

He is also author of a New York Times best-selling book about the stock market and economy and the host of a television program (Economic War Room with Kevin

Freeman) that airs on BlazeTV.

Formerly he was Chairman of Separate Account Solutions, Inc.

1 unchanged sentence

He holds a B.S.

in business administration from

University of Tulsa, Tulsa, Oklahoma.

in business administration from University of

Tulsa, Tulsa, Oklahoma.

We believe Mr.

1 unchanged sentence

Joel Lewis , a director since 2017, became our President and Chief Executive Officer on September 2, 2020.

Previously, he was the Managing Director

of Shareholder Services at Uline, Inc.

Previously, he was the Managing

Director of Shareholder Services at Uline, Inc.

(a distributor of shipping, packaging and industrial supplies), a position he held from 2007 through 2019.

Lewis is a financial executive with over 26 years of experience started his career in public

accounting in 1992.

Lewis is a financial executive with over 26 years of experience started his career in

public accounting in 1992.

Prior to his employment with Uline Inc., Mr.

Lewis served as a Tax and Accounting Manager for Century America LLC from 2001 to 2006 and a Tax Manager for Deloitte & Touche from 1998 to 2001.

After spending a decade in

public accounting where he specialized in both financial reporting and taxation, Mr.

After spending a

decade in public accounting where he specialized in both financial reporting and taxation, Mr.

Lewis migrated to privately held companies focusing on high-net-worth family businesses.

Lewis has a wide range of expertise including working in a variety

of industries and disciplines including taxation, restructuring, acquisition and private equity ventures.

Lewis has a wide range of expertise including working in

a variety of industries and disciplines including taxation, restructuring, acquisition and private equity ventures.

Lewis is a registered CPA in the state of Illinois.

He holds a B.S.

in Accountancy from the University of Illinois and a Masters in

Taxation from DePaul University.

in Accountancy from the University of Illinois and a

Masters in Taxation from DePaul University.

We believe that Mr.

19 unchanged sentences

Omenn’s qualifications to sit on our Board of Directors include his extensive executive leadership and management experience in the medical industry and his continuing cutting-edge research.

Marc Rubin, M.D, a director since October 2011 and Chairman of the Board from January 2016 through May 2018, is Executive Chairman of the Board

of Directors of Titan Pharmaceuticals, Inc.

Marc Rubin, M.D, a director since October 2011 and Chairman of the Board from January 2016 through May 2018, is Executive Chairman of the

Board of Directors of Titan Pharmaceuticals, Inc.

OTC BB) and served as its President and Chief Executive Officer from October 2007 to January 2009.

Until February 2007, Dr.

Rubin served as Head of Global Research and Development for Bayer

Schering Pharma, as well as a member of the Executive Committee of Bayer Healthcare and the Board of Management of Bayer Schering Pharma.

Rubin served as Head of Global Research and Development for

Bayer Schering Pharma, as well as a member of the Executive Committee of Bayer Healthcare and the Board of Management of Bayer Schering Pharma.

Prior to the merger of Bayer Pharmaceuticals and Schering AG in June 2006, Dr.

Rubin was a member of the

Executive Board of Schering AG since joining the company in October 2003, as well as Chairman of Schering Berlin Inc.

Rubin was a member of

the Executive Board of Schering AG since joining the company in October 2003, as well as Chairman of Schering Berlin Inc.

and President of Berlex Pharmaceuticals, a division of Schering AG.

11 unchanged sentences

of Directors include his extensive executive leadership and management experience in the pharmaceutical industry.

Schwartz, Ph.D., a director appointed by the board in September 2020, is a disease modeler who is currently a professor of biological sciences and mathematics at Washington State University (WSU).

She received a PhD in Biomedical Sciences from Mount Sinai–NYU, a BA in Mathematics from UC Berkeley, and interdisciplinary postdoctoral training in

Biomathematics and Biostatistics from UCLA.

She is also affiliated with the WSU College of Veterinary Medicine in microbiology and pathology, and she is currently on the WSU COVID-19 modeling task force.

Schwartz is the author of over 30

scientific publications on infectious disease, the immune response, and biological modeling.

She serves on the Board of Directors for the Society for Mathematical Biology, and she previously served as a consultant for Pharmerit International,

LP, a pharmaceutical economics company.

Schwartz has held fellowships with the Mathematical Biosciences Institute (Ohio State University) and the African Institute for Mathematical Sciences (Cape Town, South Africa), and she served on the

teaching faculty for courses in British Columbia, India, and Nepal.

Schwartz, Ph.D., a director appointed by the board in September 2020, is a disease modeler who is currently a professor of biological sciences and mathematics

at Washington State University (WSU).

She received a PhD in Biomedical Sciences from Mount Sinai–NYU, a BA in Mathematics from UC Berkeley, and interdisciplinary postdoctoral training in Biomathematics and Biostatistics from UCLA.

affiliated with the WSU College of Veterinary Medicine in microbiology and pathology, and she is currently on the WSU COVID-19 modeling task force.

Schwartz is the author of over 30 scientific publications on infectious disease, the immune

response, and biological modeling.

She serves on the Board of Directors for the Society for Mathematical Biology, and she previously served as a consultant for Pharmerit International, LP, a pharmaceutical economics company.

held fellowships with the Mathematical Biosciences Institute (Ohio State University) and the African Institute for Mathematical Sciences (Cape Town, South Africa), and she served on the teaching faculty for courses in British Columbia, India,

We believe Dr.

2 unchanged sentences

, retired from being our President and Chief Executive Officer on September 2, 2020, a position he had held since June 14, 2018;

Shlevin has entered into a consulting agreement with the Company which ran through December 31, 2021.

has entered into a consulting agreement with the Company which ran through December 31, 2021.

Shlevin previously served as our Chief Operating Officer and Secretary from October 1, 2012.

Shlevin previously had been employed at the Georgia Institute of Technology’s Advanced Technology Development Center as Principle and Manager of bioscience commercialization efforts since November 2009, where he has assisted faculty in

identifying technology worthy of commercialization, catalyzed formation of new start-up bioscience companies, and mentored new company management.

From October 2008 to November 2009, he served as Head of Operations and Commercial Development

for Altea Therapeutics Corporation, an advanced drug delivery company focused on the delivery of therapeutic levels of water-soluble biotherapeutics and small drugs through the skin.

At Altea, he was responsible for pharmaceutical research and

development, clinical research, regulatory affairs, engineering, clinical and commercial manufacturing, quality assurance, information technology, facility operations and finance.

Shlevin previously had been employed at the

Georgia Institute of Technology’s Advanced Technology Development Center as Principle and Manager of bioscience commercialization efforts since November 2009, where he has assisted faculty in identifying technology worthy of commercialization,

catalyzed formation of new start-up bioscience companies, and mentored new company management.

From October 2008 to November 2009, he served as Head of Operations and Commercial Development for Altea Therapeutics Corporation, an advanced drug

delivery company focused on the delivery of therapeutic levels of water-soluble biotherapeutics and small drugs through the skin.

At Altea, he was responsible for pharmaceutical research and development, clinical research, regulatory affairs,

engineering, clinical and commercial manufacturing, quality assurance, information technology, facility operations and finance.

From July 2006 to September 2008, Dr.

Shlevin served as the

President and Chief Executive Officer of Tikvah Therapeutics, Inc., a start-up pharmaceutical enterprise focused on later-stage development of neuroscience therapeutics.

From May 2000 to January 2006, he served as President and CEO of Solvay

Pharmaceuticals, Inc.

In January 2006, he was promoted to a global senior Vice President role within Solvay Pharmaceuticals, SA and member of the Board of Solvay Pharmaceuticals, SA.

Shlevin served as the President and Chief Executive Officer of Tikvah

Therapeutics, Inc., a start-up pharmaceutical enterprise focused on later-stage development of neuroscience therapeutics.

From May 2000 to January 2006, he served as President and CEO of Solvay Pharmaceuticals, Inc.

In January 2006, he

was promoted to a global senior Vice President role within Solvay Pharmaceuticals, SA and member of the Board of Solvay Pharmaceuticals, SA.

Previously, Dr.

Shlevin served on the Board of

Directors of Cardiome Pharma Corporation (NASDAQ:

CRME), now known as Correvio Pharma Corp.

Shlevin served on the Board of Directors of Cardiome Pharma Corporation (NASDAQ:

now known as Correvio Pharma Corp.

CORV) from 2004 to June 2016.

1 unchanged sentence

We believe Dr.

Shlevin’s qualifications to sit on our Board of Directors include his extensive executive leadership and management experience in the pharmaceutical industry.

Shlevin’s qualifications to sit on our

Board of Directors include his extensive executive leadership and management experience in the pharmaceutical industry.

Uihlein , a director since 2017 and Chairman since May 2018, co-founded Uline, Inc.

7 unchanged sentences

Zordani, a director appointed by the board in September 2020, has been the Director of Shareholder Services at Uline, Inc.

(a distributor of shipping, packaging and industrial supplies) since 2013.

(a distributor

of shipping, packaging and industrial supplies) since 2013.

Prior to joining Uline, Mr.

Zordani served as a Director and Vice President for Diversified Financial Management Corp.

(Pritzker family office) where he advised on

complex legal and tax structures for domestic and foreign entities and trusts from 2003 through 2013 and an Audit Manager for Altschuler, Melvoin & Glasser LLP (now RSM McGladrey) from 1996 through 2003.

Zordani received his

undergraduate degree from the University of Illinois at Urbana/Champaign and is a Registered CPA in the state of Illinois.

(Pritzker family office) where he advised on complex legal and

tax structures for domestic and foreign entities and trusts from 2003 through 2013 and an Audit Manager for Altschuler, Melvoin & Glasser LLP (now RSM McGladrey) from 1996 through 2003.

Zordani received his undergraduate degree from the

University of Illinois at Urbana/Champaign and is a Registered CPA in the state of Illinois.

We believe that Mr.

3 unchanged sentences

The Code of Ethics is publicly available on our website at www.galectintherapeutics.com.

Amendments to the Code of Ethics

and any grant of a waiver from a provision of the Code of Ethics requiring disclosure under applicable SEC rules will be disclosed on our website.

Amendments to the Code of

Ethics and any grant of a waiver from a provision of the Code of Ethics requiring disclosure under applicable SEC rules will be disclosed on our website.

Hedging Policy

At this time, the Company has not adopted a policy regarding the ability of officers, directors and employees to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars,

and exchange funds) or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities.

collars, and exchange funds) or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities.

Clawback Policy

At this time, the Company has not adopted a policy regarding the recovery by the Company of certain incentive-based compensation awarded to current and former executives in the event of a accounting errors.

February 2023, the Nasdaq Stock Market released a proposed version of a clawback rule that would require listed companies to have a clawback policy.

Upon the SEC’s approval of such rule, the Company intends to adopt a clawback policy in

compliance with Nasdaq listing requirements.

The SEC adopted final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Act, and Nasdaq has adopted listing standards consistent with the SEC rules.

In compliance with

those standards, we have adopted an incentive compensation recoupment policy, or “clawback” policy, which applies to our executive officers, within the meaning of Section 10D of the Exchange Act and Rule 10D-1 promulgated thereunder, who were

employed by the Company during the applicable recovery period.

Under the policy, in the event that the financial results upon which a cash or equity-based incentive award was predicated become the subject of a financial restatement that is

required because of material non-compliance with financial reporting requirements, the Compensation Committee will conduct a review of awards covered by the policy and recoup any erroneously awarded incentive-based compensation to ensure that

the ultimate payout gives retroactive effect to the financial results as restated.

The Company may not indemnify any such covered officer against the loss of such recovered compensation.

Director Nominations

33 unchanged sentences

Prior to joining the Company, Dr.

Boudes served as the Chief Medical Officer of CymaBay Therapeutics from March 2014 through October 2019, where he worked on CymaBay’s proprietary NASH compound and was instrumental in inventing and launching programs in rare liver diseases.

Prior to his time at CymaBay, Dr.

Boudes served as

the Chief Medical Officer of CymaBay Therapeutics from March 2014 through October 2019, where he worked on CymaBay’s proprietary NASH compound and was instrumental in inventing and launching programs in rare liver diseases.

Prior to his time at

Boudes served as the Chief Medical Officer of Amicus Therapeutics, a company focusing on rare lysosomal storage disorders.

Following this experience, Dr.

Boudes became a Board member of Protalix

BioTherapeutics, a company developing plant cell expressed recombinant proteins with improved therapeutic profiles, notably for lysosomal disorders.

Boudes became a Board member of Protalix BioTherapeutics, a company

developing plant cell expressed recombinant proteins with improved therapeutic profiles, notably for lysosomal disorders.

Before his time working as a Chief Medical Officer, Dr.

Boudes held positions of increased

responsibilities in clinical development at Bayer HealthCare Pharmaceuticals, Wyeth Research, Hoffman-La Roche and Pasteur Merieux.

Boudes held positions of increased responsibilities in clinical

development at Bayer HealthCare Pharmaceuticals, Wyeth Research, Hoffman-La Roche and Pasteur Merieux.

Callicutt , age 56, became our Chief Financial Officer on July 1, 2013.

From August 2011 through June 2012, Mr.

Callicutt was the Chief Financial Officer of REACH Health, Inc., a telemedicine technology company headquartered in Alpharetta, GA.

Callicutt was the Chief

Financial Officer of REACH Health, Inc., a telemedicine technology company headquartered in Alpharetta, GA.

From April 2010 through August 2012, Mr.

Callicutt was the Chief Financial Officer of Vystar Corporation, a publicly

traded company that holds proprietary technology to remove antigenic proteins from natural rubber latex.

Callicutt was the Chief Financial Officer of Vystar Corporation, a publicly traded company that

holds proprietary technology to remove antigenic proteins from natural rubber latex.

Prior to that Mr.

Callicutt was Chief Financial Officer of IVOX, Inc., Tikvah Therapeutics and Corautus Genetics, a publicly traded

biotechnology company which was developing gene therapy for treatment of cardiovascular disease.

Callicutt previously spent more than fourteen years in public accounting, most recently as a senior manager at Deloitte, where he specialized

in technology companies from 1989 to 2003.

Callicutt was Chief Financial Officer of IVOX, Inc., Tikvah Therapeutics and Corautus Genetics, a publicly traded biotechnology company which

was developing gene therapy for treatment of cardiovascular disease.

Callicutt previously spent more than fourteen years in public accounting, most recently as a senior manager at Deloitte, where he specialized in technology companies from

1989 to 2003.

Callicutt is a Certified Public Accountant and graduated with honors from Delta State University with a B.B.A.

6 unchanged sentences

Delinquent Section 16(a) Reports

One of our directors, James C.

Czirr, and one of our 10% shareholders, 10X Fund, L.P.

did not timely file two change on ownership reports on Form 4, resulting in the untimely disclosure of two transactions.

One of our directors, Dr.

did not timely file one initial ownership report on Form 3.

Executive Compensation

11 unchanged sentences

The Company believes in providing a competitive total compensation package to its executives through a combination of base salary, annual performance bonuses, and long-term equity awards.

The executive compensation

program is designed to achieve the following objectives:

The executive

compensation program is designed to achieve the following objectives:

provide competitive compensation that will help attract, retain and reward qualified executives;

6 unchanged sentences

Executive Compensation Review and Design

The Company has historically conducted a review of the aggregate level of its executive compensation, as well as the mix of elements used to compensate its NEOs.

The Company has historically conducted a review of the a level of its executive compensation, as well as the mix of elements used to compensate its NEOs.

The Company has based this review primarily on the

1 unchanged sentence

At our last “Say-on-Pay vote” held at our 2022 annual meeting of stockholders approximately 90% of votes cast were in favor of the compensation of our NEOs, as disclosed in the proxy materials for the 2022 annual

At our 2019 annual meeting, the holders of approximately 78% of our outstanding common stock voting on the matter voted in favor of holding the tockholder advisory vote every three years.

At our 2019 annual meeting, the holders of approximately 78% of our outstanding common stock voting on the matter voted in favor of holding the stockholder advisory vote every three years.

As a result of such vote, our Board decided to

1 unchanged sentence

Accordingly, the Company’s next “Say-on-Pay” advisory vote on the compensation of our NEOs will be held at our 2025 annual meeting of stockholders.

In 2014 and 2015, the Compensation Committee undertook a review of our compensation policies and practices and retained the compensation consulting firm of Barney & Barney LLC to provide compensation

Several years ago, the Compensation Committee undertook a review of our compensation policies and practices and retained the compensation consulting firm of Barney & Barney LLC to provide compensation

information and analysis with respect to the life science and healthcare industry and with respect to our peer companies within the industry.

5 unchanged sentences

continued to inform the Compensation Committee’s decisions on compensation in subsequent years, including 2023.

The Compensation Committee may use a compensation consultant in 2023 and will take into account publicly-available data relating to the compensation practices and policies of other companies within and outside our

The Compensation Committee intends to benchmark its executive compensation program to target at least the 50 th percentile of the total compensation

programs of our competitor companies;

The Compensation Committee may use a compensation consultant in the future and will take into account publicly-available data relating to the compensation practices and policies of other companies within and

outside our industry.

The Compensation Committee intends to benchmark its executive compensation program to target at least the 50 th percentile of the total

compensation programs of our competitor companies;

however, adjusted as deemed to be in the best interest of the Company to assure retention of key employees during the NAVIGATE trial.

14 unchanged sentences

2022 Base Salary

Boudes, M.D..

Pursuant to Mr.

15 unchanged sentences

The 2023 performance bonuses were paid in February 2024.

Performance Bonus

Awarded Amount

As % of Base Salary

(1) Pursuant to Mr.

Lewis’s Employment Agreement and Deferred Stock Unit Agreement, 20% of Mr.

Lewis’ bonus will be paid in cash and 80% will be paid in the form of deferred-stock units in

accordance with the terms and subject to the provisions of the DSU Agreement

Long-Term Incentive Compensation

2 unchanged sentences

The stock awards enable the NEOs to participate in the appreciation in the value of the Company’s stock, while personally participating in the risks of business setbacks.

Under the long-term incentive portion of the Program, the NEOs are granted options based upon achievement of the Company performance and individual performance objectives and rank in the

All option grants under the Program through December 2019 were made under the 2009 Incentive Compensation Plan.

Under the long-term incentive portion of the Program, the NEOs are granted options based upon achievement of the Company performance and individual performance objectives and rank in the Company.

grants under the Program through December 2019 were made under the 2009 Incentive Compensation Plan.

Grants made after January 1, 2020, were made pursuant to the 2019 Omnibus Equity Incentive Plan.

8 unchanged sentences

Set forth below are descriptions of the principal terms of the employment agreements for each of our NEOs.

Each employment agreement provides for post-termination restrictive covenants and

payments due upon termination of employment or change in control of the Company, which is provided in further detail under the section entitled “Potential Payments Upon Termination or Change in Control.”

Each employment agreement provides for post-termination restrictive covenants and payments due upon

termination of employment or change in control of the Company, which is provided in further detail under the section entitled “Potential Payments Upon Termination or Change in Control.”

Joel Lewis, Chief Executive Officer

1 unchanged sentence

Lewis, the Company and Mr.

Lewis entered into an employment agreement, dated August 31, 2020 (the “ Employment Agreement ”), and a Deferred Stock Unit Agreement, dated

August 31, 2020 (the “ DSU Agreement ”).

Lewis entered into an employment agreement, dated August 31, 2020 (the “ Employment Agreement ”), and a Deferred Stock Unit Agreement,

dated August 31, 2020 (the “ DSU Agreement ”).

The Employment Agreement has an initial term of two years and automatically renews for additional one-year terms thereafter, unless either Mr.

Lewis or the Company elects not to renew.

will serve as Chief Executive Officer of the Company effective as of September 2, 2020 (the “ Start Date ”), and will be paid an annual base salary of $500,000.

Under the terms of the Employment Agreement, 20% of his base salary will be

paid in cash, and 80% will be paid in the form of deferred-stock-units (“ DSUs ”) in accordance with the terms and subject to the provisions set forth in the DSU Agreement.

Lewis will serve as Chief Executive Officer of the Company effective as of September 2, 2020 (the “ Start Date ”), and will be paid an annual base salary of $500,000.

Under the terms of the Employment Agreement, 20% of his base salary will

be paid in cash, and 80% will be paid in the form of deferred-stock-units (“ DSUs ”) in accordance with the terms and subject to the provisions set forth in the DSU Agreement.

In addition, Mr.

Lewis is entitled to participate in the Company’s

performance bonus plan with a potential of up to 50% of his annual base salary, which will also be paid 20% in cash and 80% in DSU’s.

Lewis is entitled to participate in the

Company’s performance bonus plan with a potential of up to 50% of his annual base salary, which will also be paid 20% in cash and 80% in DSU’s.

Lewis received on the date of the agreement an initial grant of options to purchase

shares of the Company’s common stock, par value $0.001 per share, which options shall vest one-twelfth on a quarterly basis for twelve consecutive quarters, such that the options shall be fully vested twelve quarters following the date of grant

(the “ Award ”).

250,000 shares of the Company’s common stock, par value $0.001 per share, which options shall vest one-twelfth on a quarterly basis for twelve consecutive quarters, such that the options shall be fully vested twelve quarters following the date

of grant (the “ Award ”).

The options under the Award shall be issued pursuant to the Company’s 2019 Omnibus Equity Incentive Plan (the “ Plan ”).

Pursuant to the Employment Agreement, Mr.

Lewis is also eligible to receive healthcare benefits

as may be provided from time to time by the Company to its employees generally, to participate in the Company’s 401(k) plan and to receive paid time off annually in accordance with the Company’s policies in effect from time to time.

pursuant to the Employment Agreement, the Company will be required to furnish a lump sum cash payment to Mr.

Lewis is also eligible to receive healthcare

benefits as may be provided from time to time by the Company to its employees generally, to participate in the Company’s 401(k) plan and to receive paid time off annually in accordance with the Company’s policies in effect from time to time.

Finally, pursuant to the Employment Agreement, the Company will be required to furnish a lump sum cash payment to Mr.

Lewis upon a termination of Mr.

Lewis without “Cause” or upon Mr.

Lewis’ resignation for “Good Reason” as such terms are defined in the

Employment Agreement or in the event the Company gives notice of non-renewal on or before September 30, 2023.

Lewis’ resignation for “Good Reason” as such terms are

defined in the Employment Agreement or in the event the Company gives notice of non-renewal on or before September 30, 2023.

The Employment Agreement includes customary intellectual property, assignment, and other representations by Mr.

1 unchanged sentence

Pursuant to the amendments, Mr.

Lewis’ base salary

earned in 2023 will be paid 20% in cash and 80% in DSUs.

Lewis’ base salary earned in 2023 will be paid 20% in cash and 80% in

Additionally, the term of the Employment Agreement was extended until December 31, 2024.

Unless either party gives written notice of non-renewal at least 60 days prior to December

31, 2024, the amended employment agreement will automatically renew for an additional twelve months.

Unless either party gives written notice of non-renewal at least 60 days prior to December 31, 2024, the amended employment agreement will

automatically renew for an additional twelve months.

Also, if either Mr.

Lewis terminates his employment for Good Reason (ii) the Company terminates Mr.

Lewis’s employment without Cause, or if

this Employment Agreement expires as a result of the Company giving written notice of non-renewal, then the Company shall pay to Mr.

Lewis’s employment without Cause, or if this Employment Agreement expires as a result of

the Company giving written notice of non-renewal, then the Company shall pay to Mr.

Lewis (1) any accrued benefits, (2) a lump sum amount equal to twelve (12) months of Mr.

Lewis’s base salary

payable within thirty (30) days after the date of such termination, and (3) the performance bonus, if any, for the year in which termination occurs, based on actual individual and Company performance results and multiplied by a fraction, (A)

the numerator of which shall be the number of days elapsed from the beginning of the fiscal year in which such termination occurs and (B) the denominator of which shall be 365;

provided, however, that the portion of the performance bonus

payable in the form of DSUs, will be paid in accordance with the terms of the DSU Award Agreements.

Lewis’s base salary payable within thirty (30) days after the date of

such termination, and (3) the performance bonus, if any, for the year in which termination occurs, based on actual individual and Company performance results and multiplied by a fraction, (A) the numerator of which shall be the number of days

elapsed from the beginning of the fiscal year in which such termination occurs and (B) the denominator of which shall be 365;

provided, however, that the portion of the performance bonus payable in the form of DSUs, will be paid in accordance

with the terms of the DSU Award Agreements.

Notwithstanding the foregoing, the payments described in clauses above are expressly conditioned upon Mr.

Lewis executing returning a full

release of the Company and its affiliates and from all obligations and any usual and customary indemnification obligations of the Company to Mr.

Lewis executing returning a full release of the Company and its affiliates and from all

obligations and any usual and customary indemnification obligations of the Company to Mr.

Lewis as an officer thereof.

Pursuant to the DSU Agreement, 80% of Mr.

Lewis’ base salary under the Employment Agreement shall be payable in DSUs, which DSUs credited to Mr.

Lewis as of any date shall be fully vested and nonforfeitable at all

Pursuant to an amendment to the DSU Agreement in July 2022, the Company shall issue the shares underlying the outstanding whole number of DSUs credited to Mr.

The Deferred Stock Unit Agreement with Mr.

Lewis specifies that 20% of his base salary and performance bonuses will be paid in cash, and 80% will be paid in the form of deferred stock units (“DSUs”) through

December 31, 2022 in accordance with the terms and subject to the provisions set forth in the DSU Agreement.

DSUs credited to Mr.

Lewis as of any date shall be fully vested and nonforfeitable at all times.

Pursuant to an amendment to the DSU

Agreement in July 2022, the Company shall issue the shares earned through December 31, 2022 underlying the outstanding whole number of DSUs credited to Mr.

Lewis as follows:

twenty five percent shall be issued on March 1, 2023, twenty

five percent shall be issued on September 1, 2028 and fifty percent shall be issued on March 1, 2024.

twenty five percent shall be issued on March 1, 2023, fifty percent

shall be issued on March 1, 2024 and twenty five percent shall be issued on September 1, 2028.

On March 1, 2023, twenty five percent of the DSU’s were issued to Mr.

Lewis in accordance with the DSU Agreement.

A total of 183,900 shares were due

to be issued; however, 75,529 shares were withheld to cover income tax withholding of $156,345 resulting in 108,371 shares actually issued.

Additionally, a 2023 DSU Agreement was executed in July 2022, whereby Mr.

Lewis would continue to

receive 20% of salary in cash and 80% in DSUs for 2023.

The shares under the 2023 DSU Agreement are to be issued fifty percent on March 1, 2025 and fifty percent on January 5, 2026.

Boudes, M.D., Chief Medical Officer

21 unchanged sentences

Callicutt’s appointment as our Chief Financial Officer.

Pursuant to the

terms of the Callicutt Employment Agreement, Mr.

the terms of the Callicutt Employment Agreement, Mr.

Callicutt received an initial base salary of $175,000 and was eligible to receive a performance bonus equal to 20% of his base salary.

Effective March 31, 2015, Mr.

Callicutt’s annual base salary

was increased to $240,000, and his annual base salary was increased again to $260,000 in February 2016.

Callicutt’s annual base

salary was increased to $240,000, and his annual base salary was increased again to $260,000 in February 2016.

In June 2018, Mr.

1 unchanged sentence

He also received a signing bonus of $10,000.

In addition to his cash

compensation, the Company awarded Mr.

Callicutt a grant of options to purchase 200,000 shares of the Company’s Common Stock at an exercise price equal to the closing price of the Company’s Common Stock on July 1, 2013, with 25,000 shares

vesting on December 31, 2013, 50,000 shares vesting on December 31, 2014, 50,000 shares vesting on December 31, 2015 and 75,000 shares vesting on December 31, 2016.

The options were granted pursuant to the 2009 Incentive Compensation Plan and

expire ten years after the date of grant.

In addition to

his cash compensation, the Company awarded Mr.

Callicutt a grant of options to purchase 200,000 shares of the Company’s Common Stock at an exercise price equal to the closing price of the Company’s Common Stock on July 1, 2013, with 25,000

shares vesting on December 31, 2013, 50,000 shares vesting on December 31, 2014, 50,000 shares vesting on December 31, 2015 and 75,000 shares vesting on December 31, 2016.

The options were granted pursuant to the 2009 Incentive Compensation

Plan and expire ten years after the date of grant.

On August 11, 2017, we entered into an amendment to the Callicutt Employment Agreement with Mr.

1 unchanged sentence

Pursuant to the Amendment, (i) Mr.

Callicutt’s target bonus opportunity was increased to

30% of his base salary and (ii) an error in the severance provision of the Callicutt Employment Agreement was corrected.

Callicutt’s target bonus opportunity was increased

to 30% of his base salary and (ii) an error in the severance provision of the Callicutt Employment Agreement was corrected.

Prior to the Amendment, the Callicutt Employment Agreement did not provide for any severance if Mr.

Callicutt’s employment

was terminated by the Company “without cause,” or by Mr.

employment was terminated by the Company “without cause,” or by Mr.

Callicutt for “good reason” after the date that was 24 months after the Commencement Date.

16 unchanged sentences

Boudes, M.D., Chief Medical Officer

Chief Financial Officer

Callicutt, Chief Financial Officer

Represents the aggregate grant date fair value of option awards made during 2023 and 2022 computed in accordance with the Stock Compensation Topic of the FASB ASC, as modified of supplemented.

1 unchanged sentence

Black-Scholes options pricing model.

For a description of the assumptions used to determine these amounts, see Note 9 of the Notes to the Consolidated Financial Statements in our Annual Reports on Form 10-K (or Form 10-K/A, as

applicable) for the fiscal years ended December 31, 2022 and 2021.

For a description of the assumptions used to determine these amounts, see Note 9 of the Notes to the Consolidated Financial Statements in our Annual Reports on Form 10-K for the fiscal years ended

December 31, 2023 and 2022.

Lewis’s performance bonuses for 2023 and 2022 were approved in January 2023 and January 2024, respectively.

Pursuant to his employment agreement 20% of his salary and bonus are paid in cash and 80% are awarded in deferred stock

Pursuant to his employment agreement 20% of his salary and bonus were paid in cash and 80% were awarded in deferred stock

units through December 31, 2023.

Includes $33,244 for health and other insurance and $11,896 for 401(k) plan contributions.

8 unchanged sentences

The following table sets forth information regarding all outstanding equity awards held by the NEOs at December 31, 2023.

The exercise price of the options is set at the closing price of our

stock at the date prior to or as of the date of grant.

The exercise price of the options is set at the closing price of our stock at the date

prior to or as of the date of grant.

Outstanding options have been approved by our Compensation Committee and our Board.

8 unchanged sentences

25% of the options vested on June 30, 2022, 25% vested on December 31, 2022, 25% vest on June 30, 2023, 25% vest on December 31, 2023.

25% of the options vested on June 30, 2023, 25% vested on December 31, 2023, 25% vest on June 30, 2024, 25% vest on December 31, 2024.

20% of the options vest on each of March 2, 2021, March 2, 2022, and March 2023 and 40% of the options vest on March 2, 2024.

5 unchanged sentences

25% of the options vested on June 30, 2020, 25% vested on December 31, 2020, 25% vested on June 30, 2021, and 25% vested on December 31, 2021.

2009 Incentive Compensation Plan

The options granted under our 2009 Incentive Compensation Plan, the options will become immediately vested and exercisable upon a change of control.

Upon termination of employment for cause,

all outstanding options immediately terminate.

Options remain exercisable for one year following termination due to the executive’s death or disability or retirement, or for twelve months after termination for any other reason other than for

Under the 2009 Incentive Compensation Plan, change of control is defined as:

the acquisition of beneficial ownership of 50% or more of either the value of then outstanding equity securities of the Company or the combined voting power of our securities, except for any acquisition directly from us, any

acquisition by us or any person that owns a controlling interest in the Company, or any acquisition by any of our employee benefit plans;

during any period of three (3) consecutive years, a majority of the Board is no longer comprised of individuals who, as of the beginning of that period, constituted our Board and individuals whose nomination for election was approved

by the Board;

a reorganization, merger, statutory share exchange or consolidation or similar transaction, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or equity of another

entity by the Company, in each case unless (i) substantially all of the owners, respectively, of our outstanding shares of common stock or the combined voting power of our securities immediately before the transaction beneficially own

more than 50% of, respectively, the common stock and the combined voting power of the securities of the resulting corporation, in substantially the same proportions as their ownership immediately prior to the transaction, (ii) no person

owns 50% of, respectively, the common stock and the combined voting power of the securities of the resulting corporation, unless such ownership existed prior to the transaction and (iii) at least a majority of the members of the board

of directors of the resulting entity were members of the Board of Directors of the Company at the time of the execution of the initial agreement or of the action of the Board providing for such transaction ;

approval by the stockholders of a complete liquidation or dissolution of the Company.

“Disability” is defined as a permanent and total disability (within the meaning of Code Section 22(e)), as determined by a medical doctor satisfactory to the Compensation Committee.

“Cause” means the failure by the executive to perform, in a reasonable manner, his or her duties as assigned by the Company, (ii) any violation or breach by the executive of his or her employment, consulting or

other similar agreement with the Company, if any, (iii) any violation or breach by the executive of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company, (iv) any act by the executive of

dishonesty or bad faith with respect to the Company, (v) use of alcohol, drugs or other similar substances in a manner that adversely affects the executive’s work performance, or (vi) the commission by the executive of any act, misdemeanor, or

crime reflecting unfavorably upon the executive or the Company.

2019 Omnibus Equity Incentive Plan

Under the 2019 Omnibus Equity Incentive Plan, if there is a merger or consolidation of the Company with or into another corporation or a sale of substantially all of the Company’s stock (a “Corporate Transaction”),

and the outstanding awards are not assumed by surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company), the Company will cancel any outstanding awards

that are not vested and nonforfeitable as of the consummation of such Corporate Transaction (unless the Company accelerates the vesting of any such awards) and with respect to any vested and nonforfeitable awards, the Company may either (i)

allow all grantees to exercise options and SARs within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding options or SARs that remain unexercised upon consummation of the Corporate Transaction,

or (ii) cancel any or all of such outstanding awards (including options and SARs) in exchange for a payment (in cash, or in securities or other property) in an amount equal to the amount that the grantee would have received (net of the exercise

price with respect to any options or SARs) if the vested awards were settled or distributed or such vested options and SARs were exercised immediately prior to the consummation of the Corporate Transaction.

If an exercise price of the option or

SAR exceeds the fair market value of our Common Stock and the option or SAR is not assumed or replaced by the surviving company (or its parent company), such options and SARs will be cancelled without any payment to the grantee.

Transaction”), and the outstanding awards are not assumed by surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company), the Company will cancel any

outstanding awards that are not vested and nonforfeitable as of the consummation of such Corporate Transaction (unless the Company accelerates the vesting of any such awards) and with respect to any vested and nonforfeitable awards, the Company

may either (i) allow all grantees to exercise options and SARs within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding options or SARs that remain unexercised upon consummation of the

Corporate Transaction, or (ii) cancel any or all of such outstanding awards (including options and SARs) in exchange for a payment (in cash, or in securities or other property) in an amount equal to the amount that the grantee would have

received (net of the exercise price with respect to any options or SARs) if the vested awards were settled or distributed or such vested options and SARs were exercised immediately prior to the consummation of the Corporate Transaction.

exercise price of the option or SAR exceeds the fair market value of our Common Stock and the option or SAR is not assumed or replaced by the surviving company (or its parent company), such options and SARs will be cancelled without any payment

to the grantee.

Potential Payments Upon Termination or Change-in-Control

1 unchanged sentence

Lewis terminates his employment for Good Reason (ii) the Company terminates Mr.

Lewis’s employment without Cause, or if this Employment Agreement

expires as a result of the Company giving written notice of non-renewal, then the Company shall pay to Mr.

Lewis’s employment without Cause, or if this Employment Agreement expires as a result of the Company giving written

notice of non-renewal, then the Company shall pay to Mr.

Lewis (1) any accrued benefits, (2) a lump sum amount equal to twelve (12) months of Mr.

Lewis’s base salary payable within thirty (30)

days after the date of such termination, and (3) the performance bonus, if any, for the year in which termination occurs, based on actual individual and Company performance results and multiplied by a fraction, (A) the numerator of which

shall be the number of days elapsed from the beginning of the fiscal year in which such termination occurs and (B) the denominator of which shall be 365;

provided, however, that the portion of the performance bonus payable in the form of

DSUs, will be paid in accordance with the terms of the DSU Award Agreements.

Lewis’s base salary payable within thirty (30) days after the date of such termination, and (3)

the performance bonus, if any, for the year in which termination occurs, based on actual individual and Company performance results and multiplied by a fraction, (A) the numerator of which shall be the number of days elapsed from the beginning

of the fiscal year in which such termination occurs and (B) the denominator of which shall be 365;

provided, however, that the portion of the performance bonus payable in the form of DSUs, will be paid in accordance with the terms of the DSU

Award Agreements.

Notwithstanding the foregoing, the payments described in clauses above are expressly conditioned upon Mr.

Lewis executing returning a full release of the Company and

its affiliates and from all obligations and any usual and customary indemnification obligations of the Company to Mr.

Lewis executing returning a full release of the Company and its affiliates and from all obligations and any usual and

customary indemnification obligations of the Company to Mr.

Lewis as an officer thereof.

56 unchanged sentences

Amelio, Ph.D.

Carson, Sr., M.D.

Omenn, M.D., Ph.D.

12 unchanged sentences

Excludes travel expense reimbursements.

Shares Subject

Awards Held as of

Carson joined the Board of Directors in December 2023.

Czirr retired from the Board of Directors in December 2023.

Amelio, Ph.D.

Carson, Sr., M.D.

Omenn, M.D., Ph.D.

3 unchanged sentences

Richard Uihlein

For a more detailed description of the assumptions used for purposes of determining grant date fair value, see Note 9 to the Consolidated Financial Statements and “Management’s Discussion and

Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Stock-Based Compensation” included herein the Form 10-K for the 2022 fiscal year.

For a more detailed description of the assumptions used for purposes of determining grant date fair value, see Note 9 to the Consolidated Financial Statements and “Management’s Discussion and Analysis of

Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Stock-Based Compensation” included herein the Form 10-K for the 2023 fiscal year.

We also reimburse our directors for reasonable travel and other related expenses.

13 unchanged sentences

combined voting power of the voting securities on all matters presented to the stockholders for their approval at the Annual Meeting, except for such separate class votes as are required by law.

The number of shares beneficially owned by each 5% stockholder, director or executive officer is determined under the rules of the Securities and Exchange Commission, or SEC, and the information is not necessarily

indicative of beneficial ownership for any other purpose.

Under those rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and also any shares that the

individual or entity has the right to acquire within 60 days after February 28, 2023 through the exercise of any stock option, warrant or other right, or the conversion of any security.

Unless otherwise indicated, each person or entity has sole

voting and investment power (or shares such power with his or her spouse) with respect to the shares set forth in the following table.

The inclusion in the table below of any shares deemed beneficially owned does not constitute an admission of

beneficial ownership of those shares.

necessarily indicative of beneficial ownership for any other purpose.

Under those rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and also any shares that

the individual or entity has the right to acquire within 60 days after February 29, 2024 through the exercise of any stock option, warrant or other right, or the conversion of any security.

Unless otherwise indicated, each person or entity has

sole voting and investment power (or shares such power with his or her spouse) with respect to the shares set forth in the following table.

The inclusion in the table below of any shares deemed beneficially owned does not constitute an

admission of beneficial ownership of those shares.

Name and Address (1)

5 unchanged sentences

Directors and Named Executive Officers

Carson, Sr., M.D.

Amelio, Ph.D.

13 unchanged sentences

Within 60 Days

Carson, Sr., M.D.

Amelio, Ph.D.

27 unchanged sentences

Includes 49,313 shares of common stock, 6,599 common stock purchase warrants, and 221,875 common stock options personally owned by Mr.

Eldred and 431,527 shares of common stock and 311,964 common stock purchase warrants owned by two

private foundations over which Mr.

Eldred shares management control, and 4,425 shares of Common Stock held in a trust for a minor child;

Eldred disclaims beneficial ownership of the shares and warrants owned by such private

foundations and trust.

Includes 5,732,253 common shares issuable upon exercise of warrants and common shares acquired upon exercise of warrants or issued as stock dividends on the Series B preferred stock net of shares sold or distributed to 10X Fund

limited partners, as to which Mr.

Czirr has voting and investment control but are counted one time for purposes of this total.

For additional information about the beneficial ownership of our capital stock by Mr.

Czirr, see note 5.

Eldred and 431,527 shares of common, and 4,425 shares of Common Stock held in a trust for a minor

Eldred disclaims beneficial ownership of the shares and warrants owned by such private foundations and trust.

EQUITY COMPENSATION PLAN INFORMATION

5 unchanged sentences

outstanding options

exercise price of

Number of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected in

available for

Equity compensation plans approved by security holders

7 unchanged sentences

The Company entered into an unsecured convertible line of credit totaling $60 million convertible notes payable with Richard E.

Uihlein, a director and shareholder, pursuant to an agreement in July 2022.

details of the convertible line of credit are included in Footnote 10 to the financial statements in this Form 10-K.

Uihlein, a director and shareholder, pursuant to an agreement in July 2022 under

which the Company made borrowings in 2023.

Additional details of the convertible line of credit are included in Footnote 10 to the financial statements in this Form 10-K.

Compensation Committee Interlocks and Insider Participation

29 unchanged sentences

All Other Fees

These are fees for professional services for the audit of our annual financial statements dated December 31, 2022 and 2021 included in our

Annual Reports on Form 10-K for fiscal years then ended, and review of financial statements included in our Quarterly Reports on Form 10-Q for each fiscal quarter during the 2022 and 2021 fiscal years.

These are fees for professional services for the audit of our annual financial statements dated December 31, 2023 and 2022 included in our Annual

Reports on Form 10-K for fiscal years then ended, and review of financial statements included in our Quarterly Reports on Form 10-Q for each fiscal quarter during the 2023 and 2022 fiscal years.

Audit-Related Fees .

These are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial

statements, including financial disclosures made in our equity finance documentation and registration statements filed with the SEC that incorporate financial statements and the auditors’ report thereon and reviewed with our Audit

Committee on financial accounting/reporting standards.

These are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, including financial

disclosures made in our equity finance documentation and registration statements filed with the SEC that incorporate financial statements and the auditors’ report thereon and reviewed with our Audit Committee on financial

accounting/reporting standards.

The Audit Committee has considered whether the provision of non-core audit services to Galectin Therapeutics by Cherry Bekaert LLP is compatible with maintaining independence.

17 unchanged sentences

Description of Document

Amended and Restated Articles of Incorporation of Galectin Therapeutics Inc., as amended (Incorporated by

reference to the Company’s Current Report on Form 8-K filed with the Commission on May 30, 2012.)

Amended and Restated Bylaws of Galectin Therapeutics Inc., as amended (Incorporated by reference to the

Company’s Current Report on Form 8-K filed with the Commission on September 27, 2016.)

Certificate of Designation of Preferences, Rights and Limitations of Series A 12% Convertible Preferred Stock of Pro

Pharmaceuticals, Inc., as filed with the Secretary of State of the State of Nevada on October 5, 2007.

Amended and Restated Articles of Incorporation of Galectin Therapeutics Inc., as amended (Incorporated by reference to the Company’s

Current Report on Form 8-K filed with the Commission on May 30, 2012.)

Amended and Restated Bylaws of Galectin Therapeutics Inc., as amended (Incorporated by reference to the Company’s Current Report on Form

8-K filed with the Commission on September 27, 2016.)

Certificate of Designation of Preferences, Rights and Limitations of Series A 12% Convertible Preferred Stock of Pro Pharmaceuticals, Inc., as

filed with the Secretary of State of the State of Nevada on October 5, 2007.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on October 9, 2007.)

First Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A 12%

Convertible Preferred Stock of Galectin Therapeutics, Inc., as filed with the Secretary of State of the State of Nevada on May 15, 2017.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission

on May 19, 2017.)

Certificate of Designation of Preferences, Rights and Limitation of Series C Super Dividend Convertible Preferred

Stock of Pro-Pharmaceuticals, Inc., as filed with the Secretary of State of Nevada on December 30, 2010.

First Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A 12% Convertible Preferred Stock of

Galectin Therapeutics, Inc., as filed with the Secretary of State of the State of Nevada on May 15, 2017.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 19, 2017.)

Certificate of Designation of Preferences, Rights and Limitation of Series C Super Dividend Convertible Preferred Stock of Pro- Pharmaceuticals,

Inc., as filed with the Secretary of State of Nevada on December 30, 2010.

(Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on January 6, 2011.)

Certificate of Change as filed with the Nevada Secretary of State on March 1, 2012.

(Incorporated by reference

to the Company’s Current Report on Form 8-K as filed with the Commission on March 23, 2012.)

(Incorporated by reference to the Company’s Current

Report on Form 8-K as filed with the Commission on March 23, 2012.)

Amendment to the Articles of Incorporation of Galectin Therapeutics Inc.

Form of Common Stock Purchase Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K

as filed with the Commission on December 29, 2016.)

(Incorporated by reference to the Company’s Annual Report on

Form 10-K as filed with the Commission on March 30, 2023)

Form of Common Stock Purchase Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission

on December 29, 2016.)

Form of Common Stock Purchase Warrant issued to Richard E.

Uihlein (Incorporated by reference to the Company’s

Current Report on Form 8-K as filed with the Commission on December 19, 2017.)

Uihlein (Incorporated by reference to the Company’s Current Report on Form 8-K

as filed with the Commission on December 19, 2017.)

First Amendment to Common Stock Purchase Warrant, dated December 20, 2018, by and between Richard E.

and the Company (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on January 3, 2019.)

Uihlein and the Company (Incorporated

by reference to the Company’s Current Report on Form 8-K as filed with the Commission on January 3, 2019.)

Second Amendment to Common Stock Purchase Warrant, dated January 11, 2019, by and between Richard E.

and the Company (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on January 15, 2019.)

Form of Amended and Restated Class B Common Stock Purchase Warrant (Incorporated by reference to the Company’s

Current Report on Form 8-K as filed with the Commission on January 15, 2019.)

Uihlein and the Company (Incorporated

by reference to the Company’s Current Report on Form 8-K as filed with the Commission on January 15, 2019.)

Form of Amended and Restated Class B Common Stock Purchase Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K

as filed with the Commission on January 15, 2019.)

Description of Document

Form of Amended and Restated 10X Fund Class B Common Stock Purchase Warrant (Incorporated by reference to the Company’s Current Report

on Form 8-K as filed with the Commission on January 15, 2019.)

Form of Amended and Restated 10X Fund Class B Common Stock Purchase Warrant (Incorporated by reference to the Company’s Current Report on

Form 8-K as filed with the Commission on January 15, 2019.)

Form of Common Stock Purchase Warrant (Incorporated by reference to the Company’s Registration Statement on Form S-3 as filed with the

2 unchanged sentences

Commission on March 6, 2019.)

Form of Common Stock Purchase Warrant (Incorporated by reference to the Company’s Registration Statement on Form S-3 as filed with the

Commission on March 6, 2019.)

Form of Common Stock Purchase Warrant (Incorporated by reference to exhibit 4.1 the Company’s Current Report on Form 8-K as filed with

the Commission on July 26, 2022.)

Description of Registrant’s securities (Incorporated by reference to exhibit 4.20 the Company’s Annual

Report on Form 10-K for the year ended December 31, 2020, as filed on March 31, 2021.)

Galectin Therapeutics 2009 Incentive Compensation Plan (as amended) (Incorporated by

reference to the Company’s Annual Report on Form 10-K as filed with the Commission on March 6, 2019.)

Form of Restricted Stock Grant Agreement (under the 2009 Incentive Compensation Plan).

(Incorporated by reference to the Company’s Annual

Report on Form 10-K as filed with the Commission on March 30, 2009.)

Form of Non-Qualified Stock Option Grant Agreement (under the 2009 Incentive Compensation Plan).

(Incorporated by reference to the Company’s

Annual Report on Form 10-K as filed with the Commission on March 30, 2009.)

Form of Incentive Stock Option Grant Agreement (under the 2009 Incentive Compensation Plan).

(Incorporated by reference to the Company’s

Annual Report on Form 10-K as filed with the Commission on March 30, 2009.)

Form of Common Stock Purchase Warrant (Incorporated by reference to exhibit 4.1 the Company’s Current Report on Form 8-K as filed

with the Commission on July 26, 2022.)

Description of Registrant’s securities (Incorporated by reference to exhibit 4.20 the Company’s Annual Report on Form 10-K for the year

ended December 31, 2020, as filed on March 31, 2021.)

Warrant Extension Agreement between the Company and 10X Fund L.P.

Common Stock Purchase Warrant

Galectin Therapeutics 2019 Omnibus Equity Incentive Plan (Incorporated by reference to Appendix A to the Company’s

definitive proxy statement filed with the Commission on October 17, 2019.)

Form of Stock Option Award Agreement under Galectin Therapeutics 2019 Omnibus Equity Incentive Plan

Form of Restricted Stock Unit Award Agreement under Galectin Therapeutics 2019 Omnibus Equity Incentive Plan

Description of Document

7 unchanged sentences

reference to the Company’s Quarterly Report on Form 10-Q as filed with the Commission on August 14, 2017.)

Project Addendum (with Master Services Agreement), dated March 6, 2015, by and between Galectin Therapeutics Inc.

and PPD Development,

(Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on March 12, 2015.)***

Project Addendum Modification, dated March 11, 2016, by and between Galectin Therapeutics, Inc.

and PPD Development, L.P.

(Incorporated by

reference to the Company’s Annual Report on Form 10-K as filed with the Commission on March 15, 2016.)***

Employment Agreement, dated February 19, 2020, by and between Galectin Therapeutics Inc.

13 unchanged sentences

Company’s Current Report on Form 8-K as filed with the Commission on June 26, 2020.)

Convertible Promissory Note, dated April 16, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with

the Commission on April 19, 2021.)

Convertible Promissory Note, dated April 16, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the

Commission on April 19, 2021.)

Loan Agreement, dated September 17, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the

5 unchanged sentences

Line of Credit Letter Agreement, dated as of July 25, 2022, by and between Richard E.

Uihlein and the

(Incorporated by reference to exhibit 10.1 the Company’s Current Report on Form 8-K as filed with the Commission on July 26, 2022.)

Uihlein and the Company.

(Incorporated by

reference to exhibit 10.1 the Company’s Current Report on Form 8-K as filed with the Commission on July 26, 2022.)

Form of Convertible Promissory Note issued to Richard E.

(Incorporated by reference to exhibit

10.2 the Company’s Current Report on Form 8-K as filed with the Commission on July 26, 2022.)

Employment Agreement Amendment of Joel Lewis.

(Incorporated by reference to exhibit 10.3 the Company’s

Current Report on Form 8-K as filed with the Commission on July 26, 2022.)

2023 Deferred Stock Unit Agreement.

(Incorporated by reference to exhibit 10.2 the Company’s Current

Report on Form 8-K as filed with the Commission on July 26, 2022.)

Employment Agreement Amendment of Joel Lewis.

(Incorporated by reference to exhibit 10.3 the Company’s Current Report on Form 8-K as

filed with the Commission on July 26, 2022.)

2023 Deferred Stock Unit Agreement.

(Incorporated by reference to exhibit 10.4 the Company’s Current Report on Form 8-K as filed

with the Commission on July 26, 2022.)

2020 Deferred Stock Unit Amendment.

(Incorporated by reference to exhibit 10.5 the Company’s Current

Report on Form 8-K as filed with the Commission on July 26, 2022.)

(Incorporated by reference to exhibit 10.5 the Company’s Current Report on Form 8-K as filed

with the Commission on July 26, 2022.)

Supplemental Line of Credit Agreement, dated as of March 29, 2024, by and between Richard E.

Uihlein and the Company.

Form of Convertible Promissory Note issued to Richard E.

Description of Document

4 unchanged sentences

Certification Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section

906 of the Sarbanes-Oxley Act of 2002.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of

Certification Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section

906 of the Sarbanes-Oxley Act of 2002.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of

Executive Compensation Clawback Policy

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

13 unchanged sentences

Form 10–K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on

March 30, 2023.

GALECTIN THERAPEUTICS INC.

16 unchanged sentences

Amelio, Ph.D.

/S/ BENJAMIN S.

CARSON, SR., M.D.

March 29, 2024

Carson, Sr., M.D.

/S/ KARY ELDRED

28 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders Galectin Therapeutics Inc.

To the Board of Directors and Stockholders

Galectin Therapeutics Inc.

and Subsidiaries

2 unchanged sentences

and Subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the

related consolidated statements of operations, changes in redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the years then ended, and the related notes (collectively referred to as the

“consolidated financial statements”).

financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December

10 unchanged sentences

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

we express no such opinion.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial

statements, whether due to error or fraud, and performing procedures that respond to those risks.

our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we

express no such opinion.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements,

whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable

basis for our opinions.

Our audits also

included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe our audits provide a reasonable basis for our

Critical Audit Matters

1 unchanged sentence

required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical

audit matters or on the accounts or disclosures to which they relate.

Going Concern

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on

the critical audit matters or on the accounts or disclosures to which they relate.

Description of Matter

As described further in Note 1 to the consolidated financial statements, the Company has incurred losses each year from inception through December 31, 2022, and

expects to incur additional losses in the foreseeable future.

Going Concern

As described further in Note 1 to the consolidated financial statements, the Company has incurred losses each year from inception through December 31, 2023,

and expects to incur additional losses in the foreseeable future.

Currently, management’s forecasts and related assumptions illustrate the Company’s ability to sufficiently fund operations and satisfy the Company’s obligations as they come

due for at least one year from the financial statement issuance date.

Management made judgments to conclude that it is probable that the Company’s plans will be effectively implemented and will provide the necessary cash flows to fund the Company’s obligations as they become

The judgments with the highest degree of impact and subjectivity in reaching this conclusion included management’s estimates of research and development clinical trial costs and other general and administrative costs.

As a result, a

high degree of auditor judgment and increased audit effort was required in performing audit procedures to evaluate the reasonableness of management’s estimates.

Management made judgments to conclude that it is probable the Company’s plans will be effectively implemented and will provide the necessary cash flows to fund

the Company’s obligations as they become due.

The judgments with the highest degree of impact and subjectivity in reaching this conclusion included management’s estimates of research and development clinical trial costs and other general

and administrative costs.

As a result, a high degree of auditor judgment and increased audit effort was required in performing audit procedures to evaluate the reasonableness of management’s estimates.

How We Addressed the Matter in Our Audit

Our audit procedures included the following:

• Obtained an understanding of the internal controls and processes in place over the Company’s preparation of forecasted information and considerations of the Company’s obligations.

• We tested the reasonableness of the forecasted research and development expenses, operating

expenses, and uses and sources of cash used in management’s assessment of whether the Company has sufficient liquidity to fund operations for at least one year from the financial statement issuance date.

This testing included inquiries

with management, comparison of prior period forecasts to actual results, consideration of positive and negative evidence impacting management’s forecasts, the Company’s financing arrangements in place as of the report date,

consideration of the Company’s relationships with its financing partners, performance of a sensitivity analysis of accelerated uses of cash, and creation of an independent estimate of expected future cash flows.

Valuation of Derivative Liabilities

Obtained an understanding of the internal controls and processes in place over the Company’s

preparation of forecasted information and considerations of the Company’s obligations.

Tested the reasonableness of the forecasted research and development expenses, operating expenses, and uses and sources of cash used in

management’s assessment of whether the Company has sufficient liquidity to fund operations for at least one year from the consolidated financial statement issuance date.

This testing included inquiries with management, comparison of prior

period forecasts to actual results, consideration of positive and negative evidence impacting management’s forecasts, the Company’s financing arrangements in place as of the report date, consideration of the Company’s relationships with

its financing partners, performance of a sensitivity analysis of accelerated uses of cash, and creation of an independent estimate of expected future cash flows.

Description of Matter

As discussed in Note 5 to the consolidated financial statements, during the year ended December 31, 2021, the Company and a related party entered into three debt financing arrangements for a total of $30

million loaned to the Company.

These arrangements include various conversion and other features, including a contingent interest component that has been bifurcated and recognized as a derivative liability.

At December 31, 2022, the

Company’s derivative liabilities related to the related party convertible notes payable totaled $573 thousand.

As more fully described in Note 6 to the consolidated financial statements, the Company utilizes a Monte Carlo Geometric

Brownian Stock Path Model in measuring the fair value of the derivative liabilities, which requires the use of estimates and assumptions.

Auditing management’s valuations of the derivative liabilities was challenging due to the

complexity of the valuation model and the inputs that are highly sensitive to changes such as the common stock market price, volatility, risk free rates, and yields.

Valuation of Derivative Liabilities and Warrant Modification

As discussed in Note 5 to the consolidated financial statements, during the year ended December 31, 2021, the Company and a related party entered into three

debt financing arrangements for a total of $30 million loaned to the Company.

These arrangements include various conversion and other features, including a contingent interest component that has been bifurcated and recognized as a

derivative liability.

At December 31, 2023, the Company’s derivative liabilities related to the related party convertible notes payable totaled $1,004 thousand.

Additionally, as discussed in Note 8, the Company modified common stock

purchase warrants held by a related party on September 22, 2023, which led to the recognition of a deemed dividend for the change in fair value of the warrants of $3,319 thousand.

As more fully described in Note 6 and Note 8 to the

consolidated financial statements, the Company utilized a Monte Carlo Geometric Brownian Stock Path Model and Black-Scholes option pricing model in measuring the fair value of these instruments, which requires the use of estimates and

Auditing management’s valuations of the derivative liabilities and warrant modification was challenging due to the complexity of the valuation models and the

inputs that are highly sensitive to changes such as the common stock market price, volatility, risk free rates, and yields.

How We Addressed the Matter in Our Audit

Our audit procedures included, among others, the following:

• Obtained an understanding of the internal controls and processes in place over the Company’s process used

in determining the valuation of the derivative liabilities.

• Evaluated the Company’s use of the models used and tested the significant assumptions used in the models, as described above.

• We evaluated the completeness and accuracy of underlying data used in supporting the assumptions and estimates.

• In addition, we involved valuation specialists to assist in assessing the significant assumptions and methodologies used by the Company.

Accrued and Prepaid Clinical Trial Expenses

Obtained an understanding of the internal controls and processes in place over the Company’s process

used in determining the valuation of the derivative liabilities and warrant modification.

Evaluated the Company’s use of the models used and tested the significant assumptions used in the

models, as described above.

Evaluated the completeness and accuracy of underlying data used in supporting the assumptions and

In addition, we involved valuation specialists to assist in assessing the significant assumptions and

methodologies used by the Company.

Description of Matter

The Company’s accrued expenses total approximately $9.1 million at December 31, 2022, which included the estimated obligation for clinical trial expenses incurred as of December 31, 2022, but not paid as

of that date in the amount of approximately $7.3 million.

In addition, the Company’s total prepaid expenses and other current assets totaled $2.0 million, which included amounts that were paid in advance of services incurred pursuant to

clinical trials in the amount of approximately $1.1 million.

As discussed in Note 2 to the consolidated financial statements, when the third-party contract research organization and other vendor billing terms do not coincide with the Company’s period-end, the

Company is required to make estimates of its obligations to those vendors, including personnel costs, allocated facility costs, lab supplies, outside services, contract laboratory costs related to manufacturing drug product, clinical

trials and preclinical studies costs incurred in a given accounting period and record accruals at the end of the period.

The Company bases its estimates on its knowledge of the research and development programs, services performed for

the period, past history for related activities, and the expected duration of the vendor service contract, where applicable.

Payments for these activities are based on the terms of the individual arrangements and may result in payment

terms that differ from the pattern of costs incurred.

There may be instances in which payments made to vendors will exceed the level of services provided and result in a prepayment of the clinical expense.

Auditing the Company’s accrued and prepaid clinical trial expenses is especially challenging due to the large volume of information received from multiple vendors that perform services on the Company’s

While the Company’s estimates of accrued and prepaid clinical trial expenses are primarily based on information received related to each study from its vendors, the Company may need to make an estimate for additional costs

Additionally, due to the long duration of clinical trials and the timing of invoicing received from vendors, the actual amounts incurred are not typically known at the time the financial statements are issued.

How We Addressed the Matter in Our Audit

Accrued and Prepaid Clinical Trial Expenses

The Company’s accrued expenses total approximately $9.2 million at December 31, 2023, which included the estimated obligation for clinical trial expenses

incurred as of December 31, 2023, but not paid as of that date in the amount of approximately $8.0 million.

In addition, the Company’s total prepaid expenses and other current assets totaled $2.1 million, which included amounts that were

paid in advance of services incurred pursuant to clinical trials in the amount of approximately $1.1 million.

Our audit procedures included, among others, the following:

• Obtained an understanding of the internal controls and processes in place over the Company’s process used in determining the completeness and existence of accrued and prepaid clinical trial expenses.

• Tested the accuracy and completeness of the underlying data used in determining the accrued and prepaid

clinical trial expenses and evaluating the assumptions and estimates used by management to adjust the actual information received.

We corroborated the schedules of the underlying data used in the accrual calculation with the Company’s

third-party contract research organization who oversees the clinical trials.

Obtained an understanding of the internal controls and processes in place over the Company’s process used in determining the completeness and existence of

accrued and prepaid clinical trial expenses.

Tested the accuracy and completeness of the underlying data used in determining the accrued and prepaid clinical trial expenses and evaluating the assumptions

and estimates used by management to adjust the actual information received.

We corroborated the schedules of the underlying data used in the accrual calculation with the Company’s third party contract research organization who oversees the

clinical trials.

To evaluate the completeness of the accrual, we also tested subsequent invoices received to assess the impact to the accrual.

/s/ CHERRY BEKAERT LLP

We have served as the Company’s auditor since 2015.

/s/ Cherry Bekaert LLP

Atlanta, Georgia

36 unchanged sentences

Accumulated deficit

Total stockholders’ equity (deficit)

Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)

Total stockholders’ deficit

Total liabilities, redeemable convertible preferred stock and stockholders’ deficit

See notes to consolidated financial statements.

13 unchanged sentences

Change in fair value of derivatives

Total other income (expense)

Total other expense

Preferred stock dividends

Warrant modification

Net loss applicable to common stockholders

21 unchanged sentences

Stockholders’

Equity (Deficit)

Balance at January 1, 2022

1 unchanged sentence

Series C super dividend redeemable convertible preferred stock dividend

Issuance of common stock

Issuance of common stock for warrant exercises

Issuance of common stock for stock option exercises

Conversion of Series A Convertible Preferred to common

Issuance of common stock purchase warrants in connection with related party line of credit

Stock-based compensation expense

3 unchanged sentences

Conversion of Series A Convertible Preferred to common

Issuance of common stock from exercise of warrants

Issuance of common stock purchase warrants in connection with related party line of credit

Warrant modification

Stock-based compensation expense

20 unchanged sentences

Net proceeds from convertible line of credit – related party

Net proceeds from convertible notes payable – related party

Net proceeds from issuance of common stock and warrants

Net proceeds from exercise of common stock purchase warrants

Net cash from financing activities

4 unchanged sentences

Payment of preferred stock dividends in common stock

Fair value of derivatives regarding related party convertible notes payable

Reclassification of accrued bonus to additional paid in capital

10 unchanged sentences

These candidates are based on the Company’s targeting of galectin proteins which are key mediators of biologic and pathologic function.

These compounds also may have application

for drugs to treat other diseases and chronic health conditions.

These compounds also may have application for

drugs to treat other diseases and chronic health conditions.

The Company was founded in July 2000, was incorporated in the State of Nevada in January 2001 under the name “Pro-Pharmaceuticals, Inc.,” and changed its name to

3 unchanged sentences

At December 31, 2023, the company had $ 25,660 ,000 of unrestricted cash and cash equivalents available to fund future operations.

In July 2022, the Company entered into a $ 60 million unsecured line of credit financing with its chairman, Richard E.

In July 2022, the Company entered into a $ 60 million unsecured line of credit financing, of which $ 20

million remains available at December 31, 2023, with its chairman, Richard E.

Uihlein (See Note 10).

The Company believes there is sufficient cash,

including availability of the line of credit, to fund currently planned operations at least through December 31, 2024.

To meet its future capital needs, the Company intends to raise additional capital through debt or equity financings,

collaborations, partnerships or other strategic transactions.

Additionally, on March 29, 2024, the Company entered into a supplemental unsecured $ 10 million line of credit financing also provided by our chairman (See Note 15).

The Company believes there is sufficient cash, including availability of the line of credit, to fund

currently planned operations at least through March 31, 2025.

To meet its future capital needs, the Company intends to raise additional capital through debt or equity financings, collaborations, partnerships or other strategic transactions.

However, there can be no assurance that the Company will be able to complete any such transactions on acceptable terms or otherwise.

The inability of the Company to obtain sufficient

funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations and financial condition.

The Company has the ability to delay certain research activities and related clinical expenses if

necessary due to liquidity concerns until a date when those concerns are relieved.

The inability of the Company to obtain sufficient funds on acceptable terms when needed could have a material

adverse effect on the Company’s business, results of operations and financial condition.

The Company has the ability to delay certain research activities and related clinical expenses if necessary due to liquidity concerns until a date when those

concerns are relieved.

The Company is subject to a number of risks similar to those of clinical stage companies, including dependence on key individuals, uncertainty of product development

and generation of revenues, dependence on outside sources of capital, risks associated with clinical trials of products, dependence on third-party collaborators for research operations, need for regulatory approval of products, risks associated

with protection of intellectual property, and competition with larger, better-capitalized companies.

Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations is dependent upon future

events, including obtaining adequate financing to fulfill its development activities and achieving a level of revenues adequate to support the Company’s cost structure.

There are no assurances that the Company will be able to obtain additional

financing on favorable terms, or at all, or successfully market its products.

protection of intellectual property, and competition with larger, better-capitalized companies.

Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations is dependent upon future events,

including obtaining adequate financing to fulfill its development activities and achieving a level of revenues adequate to support the Company’s cost structure.

There are no assurances that the Company will be able to obtain additional financing on

favorable terms, or at all, or successfully market its products.

Summary of Significant Accounting Policies

134 unchanged sentences

is prepayable at the option of the Company in whole or in part at any time and is convertible into the Company’s common stock at a conversion price equal to $ 5.00 per share at the option of the noteholder.

The April 2021 Note bears interest at the rate of two percent ( 2 %) per annum, compounded annually with an effective interest rate of approximately 3 %.

For the years ended December 31, 2022 and 2021, approximately $ 200,000 and $ 142,000 , respectively, of interest expense was accrued and included with the principal in the financial statements.

The April 2021 Note bears interest at the rate of two percent ( 2 %)

per annum, compounded annually with an effective interest rate of approximately 3 %.

For the years ended December 31, 2023 and 2022,

approximately $ 207,000 and $ 200,000 ,

respectively, of interest expense was accrued and included with the principal in the financial statements.

The April 2021 Note also includes a contingent interest component that requires the Company to pay additional interest at a rate of two and one-half percent ( 2.5 %) per quarter ( 10 % per annum) (the

7 unchanged sentences

The change in the

fair value of the derivative liability from April 16, 2021 to December 31, 2021 and for the year ended December 31, 2022 of $ 75,000 and $( 246,000 ), respectively, was charged to other expense/(income) for the years ended December 31, 2022 and 2021.

fair value of the derivative liability for the years ended December 31, 2023 and 2022 of $ 182,000 and ($ 246,000 ), respectively, was charged to other expense/(income) for the years ended December 31, 2023 and 2022.

The amortization of the original $ 420,000 debt discount of $ 105,000 and $ 105,000 was recorded as additional interest expense for the years ended December 31, 2023 and 2022, respectively.

On September 17, 2021, the Company and Mr.

Uihlein entered into a loan agreement in the aggregate of $ 20,000,000 (the “Loan Agreement”) to be funded in two closings and evidenced

by two separate unsecured convertible promissory notes.

Uihlein entered into a loan agreement in the aggregate of $ 20,000,000 (the “Loan Agreement”) to be funded in two closings

and evidenced by two separate unsecured convertible promissory notes.

The first of the two promissory notes was also executed and delivered on September 17, 2021, (the “September 2021 Note”) to evidence the first loan in the principal amount of $ 10,000,000 .

2 unchanged sentences

is prepayable at the option of the Company in whole or in part at any time and is convertible into the Company’s common stock at a conversion price equal to $ 8.64 per share at the option of the noteholder.

The September 2021 Note bears interest at the rate of two percent ( 2 %) per annum, compounded annually with an effective interest rate of approximately 3 %.

For the years ended December 31, 2022 and 2021, approximately $ 200,000 and $ 58,000 , respectively, of interest expense was accrued and included with the principal in the financial statements.

The September 2021 Note bears interest at the rate of two percent ( 2 %)

per annum, compounded annually with an effective interest rate of approximately 3 %.

For the years ended December 31, 2023 and 2022,

approximately $ 206,000 and $ 200,000 ,

respectively, of interest expense was accrued and included with the principal in the financial statements.

The September 2021 Note also includes a contingent interest component that requires the Company to pay additional interest at a rate of two and one-half percent ( 2.5 %) per quarter ( 10 % per annum) (the

7 unchanged sentences

The change in the

fair value of the derivative liability from September 17, 2021 to December 31, 2021 and for the year ended December 31, 2022 of ($ 183,000 )

and ($ 141,000 ), respectively, was recorded to other expense/(income) for the years ended December 31, 2021 and 2022.

The amortization of

the original $ 433,000 debt discount of $ 108,000

and $ 32,000 was recorded as additional interest expense for the years ended December 31, 2022 and 2021, respectively.

fair value of the derivative liability for the years ended December 31, 2023 and 2022 of $ 60,000 and ($ 141,000 ), respectively, was recorded to other expense/(income) for the years ended December 31, 2023 and 2022.

The amortization of the original $ 433,000 debt discount of $ 108,000 and $ 108,000 was recorded as additional interest expense for the years ended December 31, 2023 and 2022, respectively.

On December 20, 2021, the second of the two promissory

4 unchanged sentences

approximately 3 %.

For the year ended December 31, 2022 and 2021, approximately $ 200,000 and $ 7,000 , respectively, of interest expense was accrued

and included with the principal in the financial statements.

For the years ended December 31, 2023 and 2022, approximately $ 204,000 and $ 200,000 , respectively, of interest expense was accrued and

included with the principal in the financial statements.

The December 2021 Note also includes a contingent interest component that requires the Company to pay additional interest at a rate of two and one-half percent ( 2.5 %) per quarter ( 10 % per annum) (the

7 unchanged sentences

The change in the

fair value of the derivative liability from December 20, 2021 to December 31, 2021 and for the year ended December 31, 2022 of ($ 30,000 )

and ($ 170,000 ), respectively was recorded to other expense/(income) for the years ended December 31, 2022 and 2021.

The amortization of

the original $ 415,000 debt discount of $ 104,000

and $ 3,000 was recorded as additional interest expense for the years ended December 31, 2022 and 2021, respectively.

fair value of the derivative liability for the years ended December 31, 2023 and 2022 of $ 190,000 and ($ 170,000 ), respectively was recorded to other expense/(income) for the years ended December 31, 2023 and 2022.

The amortization of the original $ 415,000 debt discount of $ 104,000 and $ 104,000 was recorded as additional interest expense for the years ended December 31, 2023 and 2022, respectively.

The Company’s contractual cash obligations related to the outstanding convertible notes payable is a repayment of the April 2021 Note of the $ 10,000,000 plus accrued interest on April 16, 2025 and a repayment of the September 2021 Note of the $ 10,000,000 plus accrued interest on September 17, 2025 and a repayment of the December 2021 Note of the $ 10,000,000 plus accrued interest on December 30, 2025, unless converted at the option of the noteholder.

18 unchanged sentences

Balance – December 31, 2021

Issuance of April convertible note payable – related party

Fair Value Adjustment

13 unchanged sentences

Balance – December 31, 2021

Issuance of September convertible note payable – related party

Fair Value Adjustment

13 unchanged sentences

Balance – December 31, 2021

Issuance of September convertible note payable – related party

Fair Value Adjustment

5 unchanged sentences

shares of common stock and 20,000,000 undesignated shares authorized.

As of December 31, 2022, 1,742,500 shares have been designated for Series A 12% Convertible Preferred Stock, 900,000 shares have been designated for Series B-1 Convertible Preferred Stock, 2,100,000

shares have been designated for Series B-2 Convertible Preferred Stock, 1,000 shares have been designated for Series C Super Dividend

Convertible Preferred Stock, 2,508,000 shares have been designated for Series B-3 Convertible Preferred Stock, 12,748,500 have been designated as common stock and no shares remain undesignated.

As of December 31, 2023, 1,742,500 shares have been designated for Series A 12% Convertible Preferred Stock, 900,000 shares have been designated for Series B-1 Convertible Preferred Stock, 2,100,000 shares have

been designated for Series B-2 Convertible Preferred Stock, 1,000 shares have been designated for Series C Super Dividend Convertible

Preferred Stock, 2,508,000 shares have been designated for Series B-3 Convertible Preferred Stock, 12,748,500 have been designated as common stock and no shares remain undesignated.

All issued and outstanding shares of Series B-1, Series B-2 and

8 unchanged sentences

2020 At Market Agreement.

During the year ended December 31, 2021, the Company issued 845,214 shares of common stock under the 2020 At

Market Agreement for net proceeds of $ 3,864,000 .

There were no issuances of common stock under the 2020 At Market Agreement during the year ended December

31, 2023 or 2022.

Series A 12 % Convertible Preferred

1 unchanged sentence

On February 4, 2008, the Company closed a private placement begun in October 2007 of its Series A 12 % Convertible Preferred Stock (“Series A”) and related warrants.

In this transaction, the Company sold units of securities at $ 6.00 per unit, each unit comprised of (i) one share of Series A Preferred,

(ii) a warrant to purchase one share of common stock for $ 9.00 , and (iii) a warrant to purchase one share of common stock for $ 12.00 .

Each share of the Series A is entitled to dividends at the rate of 12 % per annum payable at the Company’s option in cash or shares of common stock valued at the higher of $ 6.00 per share or 100 % of the value weighted average price of the Company’s

share price for the 20 consecutive trading days prior to the applicable dividend payment date.

Dividends are payable semi-annually on

March 30 and September 30.

In this transaction, the Company sold units of securities at $ 6.00 per unit, each unit comprised of (i) one share of Series A

Preferred, (ii) a warrant to purchase one share of common stock for $ 9.00 , and (iii) a warrant to purchase one share of common stock for

the Company’s share price for the 20 consecutive trading days prior to the applicable dividend payment date.

Dividends are payable

semi-annually on March 30 and September 30.

The dividend paid on the initial dividend payment date is calculated from the date the Company deposited each subscription advance.

7 unchanged sentences

4,257 shares of common stock.

There were no

shares of Series A converted into shares of common stock in 2021.

Prior to 2021, a total of 465,000 shares of Series A had been

converted into 73,865 shares of common stock.

In 2022, 42,500

shares of Series A were converted into 7,287 shares of common stock.

Prior to 2021, a total of 465,000 shares of Series A had been converted into 73,865 shares

of common stock.

Series C 6 % Super Dividend Redeemable

3 unchanged sentences

shares of Series C at a price of $ 10,000 per share for gross proceeds of $ 2,120,000 .

The Company incurred $ 47,000 of cash transaction costs resulting in

net cash proceeds of $ 2,073,000 .

In addition, the Company issued 500 warrants exercisable at $ 7.20 to a placement agent which had a de minimis

The Company incurred $ 47,000 of cash transaction costs

resulting in net cash proceeds of $ 2,073,000 .

In addition, the Company issued 500 warrants exercisable at $ 7.20 to a placement agent which had

a de minimis value.

Additionally, in January 2011, the Company sold and issued 13 shares of Series C at a price of $ 10,000 per share for gross proceeds of $ 130,000 .

44 unchanged sentences

converted into 40,193 shares of common stock and 24 Dividend Rights were issued.

In 2014, 20 shares of Series C were converted into 33,756

shares of common stock and 20 Dividend Rights were issued.

Per the terms of the Series C, these Dividend Rights shall continue to

participate in dividends, however the Floor shall not apply.

In 2014, 20 shares of Series C were converted into 33,756 shares of

common stock and 20 Dividend Rights were issued.

Per the terms of the Series C, these Dividend Rights shall continue to participate in

dividends, however the Floor shall not apply.

At December 31, 2016 and 2015, these Dividend Rights were determined to have a de minimis value, as the payment of a dividend is considered improbable at this time.

The Company will

continue to evaluate and assess the Series C Post Conversion Dividend Right for each reporting period.

The Company will continue to evaluate

and assess the Series C Post Conversion Dividend Right for each reporting period.

Liquidation Rights .

8 unchanged sentences

through the redemption date.

The redemption price shall be payable at the Company’s option either in cash or in shares of common stock valued at the higher of (i) $ 3.00 per share or (ii) the average market price for the ten consecutive

trading days ending immediately prior to the date of redemption.

immediately prior to the date of redemption.

The ROI Percentage shall mean the percentage that applies as of the redemption date, as follows:

17 unchanged sentences

Outstanding at December 31, 2021

Canceled/Expired

Outstanding at December 31, 2022

Canceled/Expired

Outstanding at December 31, 2023

The weighted average expiration of the warrants outstanding as of December 31, 2023 is 4.2 years.

On September 22, 2023, the Company executed an agreement with 10X Fund L.P., and 10X Capital Management LLC (which had been a related party due to having nominated a

board member) whereby the Company extended the exercise date for a total of 5,732,253 common stock purchase warrants to the earliest of

(a) September 30, 2026, (b) thirty days after 10X fails to vote all of the shares of common stock in the Company then owned by it in the

manner recommended by the board of directors of the Company in any vote of the stockholders of the Company; or (c) thirty days after the

shares of common stock of the Company have a closing price of $ 6.00 or greater for 10 consecutive trading days.

Previously, the common stock purchase warrants exercise dates would have expired at various dates from September 22, 2023 through May 10, 2025.

Also pursuant to the terms of the agreement, the right of the 10X Fund L.P.

to nominate a member of the board of directors was eliminated, and the cashless exercise

option in certain of the common stock purchase warrants was deleted.

Finally, a beneficial ownership limitation provision was added in the Series B Warrants, which would have the effect of decreasing 10X Fund’s beneficial ownership to 9.99 % and would bar the voluntary exercise of any warrants that would result in 10X Fund’s ownership beyond 9.99 % without at least 61 days’ prior notice from 10X Fund.

The Company has accounted for the modified terms of the warrants pursuant to ASC 815, Derivatives and Hedging, whereby the Company has recognized a deemed dividend for

the change in fair value of the warrants immediately before and immediately after the modification.

In September 2023, the Company recognized a non cash deemed dividend of $ 3,619,000 related to the extension of the 5,732,253 warrants.

The following

assumptions were used to value the extension of the warrants immediately before and immediately after the modification:

a) immediately before the modification — an expected life range of 0 to 1.63 years, volatility range of 71 % to 77 %%, risk free interest rate range of 5.37 % and zero dividends and; b)

immediately following the modification — an expected life of 3 years, volatility of 79 %, risk free interest rate range of 4.59 % and zero dividends.

The following table summarizes information with regard to outstanding warrants issued in connection with equity and debt financings and consultants as of December 31,

4 unchanged sentences

February 12, 2009

February 12, 2024

September 30, 2026

May 13, 2009 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

September 30, 2026

May 13, 2009 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

June 30, 2009 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

June 30, 2009

September 30, 2026

June 30, 2009 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

June 30, 2009

June 30, 2024

August 12, 2009 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

August 12, 2009

September 30, 2026

August 12, 2009 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

August 12, 2009

August 12, 2024

September 30, 2009 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

1 unchanged sentence

September 30, 2026

September 30, 2009 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

September 30, 2009

September 30, 2024

November 4, 2009 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

November 4, 2009

September 30, 2026

November 4, 2009 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

November 4, 2009

November 4, 2024

December 8, 2009 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

December 8, 2009

September 30, 2026

December 8, 2009 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

December 8, 2009

December 8, 2024

January 29, 2010 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

January 29, 2010

September 30, 2026

January 29, 2010 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

January 29, 2010

January 29, 2025

March 8, 2010 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

March 8, 2010

September 30, 2026

March 8, 2010 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

March 8, 2010

March 8, 2025

April 30, 2010 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

April 30, 2010

September 30, 2026

April 30, 2010 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

April 30, 2010

April 30, 2025

May 10, 2010 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

September 22, 2016 Series B-3 Transaction $ 3.00 Investor Warrants

September 30, 2026

May 10, 2010 Series B-2 Transaction $ 3.00 Investor Warrants – Class B

September 22, 2016 Series B-3 Transaction $ 3.00 Investor Warrants – Class B

September 22, 2016

September 29, 2016 Series B-3 Transaction $ 3.00 Investor Warrants

September 30, 2026

September 29, 2016 Series B-3 Transaction $ 3.00 Investor Warrants – Class B

September 29, 2016

December 22, 2016 Private placement warrants

December 22, 2016

December 23, 2023

December 23, 2016 Series B-3 Transaction $ 3.00 Investor Warrants

December 23, 2016

December 23, 2023

December 28, 2016 Private placement warrants

December 28, 2016

September 30, 2026

December 23, 2016 Series B-3 Transaction $ 3.00 Investor Warrants – Class B

December 23, 2016

September 30, 2026

February 27, 2017 Private Placement Warrants

5 unchanged sentences

May 23, 2019 Rights Offering warrants

July 22, 2022 Warrants issued in connection of related party line of credit

July 22, 2022 Warrants issued in connection with related party line of credit

July 22, 2022

6 unchanged sentences

Summary of Stock-Based Compensation Plans

At December 31, 2022, the Company has a stock-based compensation plan where the Company’s common stock has been made available for equity-based incentive grants as

part of the Company’s compensation programs.

At December 31, 2023, the Company has a stock-based compensation plan where the Company’s common stock has been made available for equity-based incentive grants as part

of the Company’s compensation programs.

In December 2019, the Company adopted the 2019 Omnibus Equity Incentive Plan (the “2019 Plan”) which provided originally for the issuance of up to 4,000,000 shares of the Company’s common stock, subsequently increased to 7,000,000

in December 2021, in the form of options, stock appreciation rights, restricted stock and other stock-based awards to employees, officers, directors, consultants and other eligible persons.

At December 31, 2022, 1,966,279 shares were available for future grant under the 2019 Plan.

Also, the Company previously had the 2009 Incentive Compensation Plan (the “2009

Plan”) which, after amendments, provided for issuance of up to 6,733,334 shares of the Company’s common stock in the form of options,

stock appreciation rights, restricted stock and other stock-based awards to employees, officers, directors, consultants and other eligible persons.

in December 2021, and increased to 10,000,000 in December 2023 in the form of options, stock appreciation rights, restricted stock and

other stock-based awards to employees, officers, directors, consultants and other eligible persons.

At December 31, 2023, 3,954,727 shares

were available for future grant under the 2019 Plan.

Also, the Company previously had the 2009 Incentive Compensation Plan (the “2009 Plan”) which, after amendments, provided for issuance of up to 6,733,334 shares of the Company’s common stock in the form of options, stock appreciation rights, restricted stock and other stock-based awards to employees, officers, directors,

consultants and other eligible persons.

Provisions of the 2009 Plan stipulated that no grants could be made after February 2019;

grants made prior to that date remain outstanding for their legal term.

however, grants made prior to that date remain outstanding for their legal term.

Stock-Based Compensation

10 unchanged sentences

As noted above, the fair value of stock options is determined by using the Black-Scholes option pricing model.

For all options granted since January 1, 2006 the

Company has generally used option terms of between 5 to 10 years, generally with 5 to 6 years representing the estimated life of options granted to employees.

For all options granted since January 1, 2006 the Company

has generally used option terms of between 5 to 10 years, generally with 5 to 6 years representing the estimated life of options granted to employees.

The volatility of the common stock is estimated using historical volatility over a period equal to the

24 unchanged sentences

December 31, 2023, which is expected to be recognized over a weighted-average period of 1.45 years.

The aggregate intrinsic value of stock options exercised for the year ended December 31, 2022 and 2021 was $ 0 and $ 532,447 , respectively.

During the years ended December 31, 2023 and 2022, 1,119,168

13 unchanged sentences

Restricted Stock Issuances

In March 2021, one director elected to take a restricted stock grant in lieu of cash retainers for 2021.

In January 2022, one director elected to take a restricted stock grant in lieu of cash retainers for 2022.

A total of 17,677 shares of restricted stock valued at approximately $ 35,000

is being amortized to expense on a straight-line basis until December 31, 2021 when the stock vested in full.

was amortized to expense on a straight-line basis until December 31, 2022 when the stock vested in full.

In January 2023, one director elected to take a restricted stock grant in lieu of cash retainers for 202 2.

A total of 36,036 shares of restricted stock valued at approximately $ 40,000

is being amortized to expense on a straight-line basis until December 31, 2022 when the stock vested in full.

was amortized to expense on a straight-line basis until December 31, 2023 when the stock vested in full.

Deferred Stock Units

In September 2020, the Company entered into an employment agreement with its new Chief Executive Officer whereby 20 % of his base salary and performance bonuses will be paid in cash, and 80 %

will be paid in the form of deferred stock units (“ DSUs ”) in accordance with the terms and subject to the provisions set forth in the DSU Agreement.

will be paid in the form of deferred stock units (“ DSUs ”) through December 31, 2022 in accordance with the terms and subject to the provisions set forth in the DSU Agreement.

DSUs credited to Mr.

Lewis as of any date shall be fully vested and nonforfeitable at all

Pursuant to an amendment to the DSU Agreement in July 2022, the Company shall issue the shares underlying

the outstanding whole number of DSUs credited to Mr.

Lewis as of any date shall be fully vested and

nonforfeitable at all times.

Pursuant to an amendment to the DSU Agreement in July

2022, the Company shall issue the

shares earned through December 31, 2022 underlying the outstanding whole number of DSUs credited to Mr.

Lewis as follows:

twenty five percent shall be issued on March 1, 2023, fifty percent shall be issued on March 1, 2024 and twenty five percent shall be issued on

September 1, 2028 .

For the year ended December 31, 2022, $ 418,000 of Mr.

Lewis’ compensation was recorded as stock compensation expense

twenty five percent

shall be issued on March 1, 2023, fifty percent shall be issued on March 1, 2024 and twenty five percent shall be issued on September 1, 2028.

On March 1, 2023, twenty five percent of the DSU’s were issued to Mr.

Lewis in accordance with the DSU Agreement.

A total of 183,900 shares were

due to be issued; however, 75,529 shares were withheld to cover income tax withholding of $ 156,345 resulting in 108,371 shares actually issued.

Additionally, a 2023 DSU Agreement was executed in July 2022, whereby Mr.

Lewis would continue to receive 20 % of salary in cash and 80 % in DSUs for 2023.

The shares under the 2023 DSU Agreement are to be issued fifty percent on March 1, 2025 and fifty percent on January 5,

For the year ended December 31, 2023, approximately $ 459,000 of his compensation was recorded as stock compensation expense

representing 275,126 shares of common stock to be issued under the DSU agreement with a weighted average grant date fair value of $ 1.71 per share.

Lewis’ bonus for the year ended December 31, 2021 of $ 200,000 (which was included in accrued compensation at December 31, 2021) was approved in January 2022, and represents 103,627 shares of common stock to be issued under the DSU agreement with a grant date fair value of $ 1.93 per share.

The $ 200,000 was reclassified from accrued

compensation to additional paid in capital in January 2022.

For the year ended December 31, 2021, $ 400,000 of Mr.

Lewis’ compensation was recorded as stock compensation expense representing 142,206 shares of common stock to be issued under the DSU

agreement with a weighted average grant date fair value of $ 2.81 per share.

Lewis’ bonus for the year ended December 31, 2020

of $ 60,000 (which was included in accrued compensation at December 31, 2020) was approved in March 2021 and represents 27,027 shares of common stock to be issued under the DSU agreement with a grant date fair value of $ 2.22 per share.

The $ 60,000 was reclassified from accrued

compensation to additional paid in capital in March 2021.

For the year ended December 31, 2022, approximately $ 418,000 of his compensation was recorded as stock compensation expense representing 268,596 shares

of common stock to be issued under the DSU agreement with a weighted average grant date fair value of $ 1.56 per share.

Lewis’ bonus for the year ended December 31, 2022 of $ 210,000 (which was included in accrued compensation at December

31, 2022) was approved in January 2023 and represents 143,836 shares of common stock to be issued under the DSU agreement with a grant

date fair value of $ 1.46 per share.

The $ 210,000

was reclassified from accrued compensation to additional paid in capital in January 2023.

Lewis’ bonus for the year ended December 31, 2021 of $ 200,000

(which was included in accrued compensation at December 31, 2021) was approved in January 2022, and represents 103,627 shares of

common stock to be issued under the DSU agreement with a grant date fair value of $ 1.93 per share.

The $ 200,000 was reclassified from accrued compensation to additional paid in capital in January 2022.

There is no unrecognized compensation expense related to the DSUs.

15 unchanged sentences

per share, which Warrant is exercisable upon issuance.

Further, pursuant to the Credit Agreement, the Company shall issue to the Lender additional Warrants to purchase up to the remaining 1,200,000 shares of the Company’s common stock, ratably, upon borrowings under the Credit Agreement, with exercise prices equal to 150 % of the closing price of the Company’s common Stock on the date of the Promissory Note evidencing such draw, but in no event more than $ 10.00 per share nor less than $ 3.00 per share.

expire on July 31, 2029 .

The Warrants expire on July 31, 2029 .

The fair value of the 500,000

4 unchanged sentences

The fair value of the vested warrants was recorded in other assets (non-current) as a deferred financing cost and will be amortized on a straight-line basis from July 25, 2022 through January 31, 2026.

Amortization for the period ended

December 31, 2022 of $ 92,000 was recorded as interest expense.

Amortization for the years ended

December 31, 2023 and 2022 of $ 209,000 and $ 92,000 , respectively, was recorded as interest expense.

On December 19, 2022, the Company executed a $ 10

million Promissory Note under the Line of Credit.

The interest rate on this draw is 6.4 % (Applicable Federal Rate for short term loans

on date of draw of 4.46 % plus 2 %).

The interest rate on this draw is 6.46 % (Applicable Federal Rate for short term

loans on date of draw of 4.46 % plus 2 %).

The effective interest rate is approximately 7.1 %.

Accrued interest on this draw was $ 23,000 at December 31, 2022.

Accrued interest on this draw was approximately $ 688,000 and $ 23,000 at December 31,

2023 and 2022, respectively.

The principal and accrued interest is convertible at the option of the Lender at $ 3.00 per share.

In accordance with the Credit Agreement, the Company issued the Lender a Warrant to purchase up to 200,000 shares of Company’s Common Stock at an exercise price of $ 3.00 per

share, which Warrant is exercisable upon issuance.

accordance with the Credit Agreement, the Company issued the Lender a Warrant to purchase up to 200,000 shares of Company’s Common

Stock at an exercise price of $ 3.00 per share, which Warrant is exercisable upon issuance.

The fair value of the 200,000

4 unchanged sentences

materially different than the effective interest method, from December 19, 2022 through January 31, 2026.

Amortization for the period ended December 31, 2022 of $ 2,000 was recorded as interest expense.

The fair value of warrants that vest in the future based on borrowings will be computed when those borrowings occur and amortized over the remaining

period through January 31, 2026.

Amortization for the years ended December 31, 2023 and 2022 of $ 51,000 and $ 2,000 , respectively, was recorded as interest expense.

On March 31, 2023, the Company executed an additional $ 10

million Promissory Note under the Line of Credit.

The interest rate on this draw is 6.41 % (Applicable Federal Rate for short term

loans on date of draw of 4.41 % plus 2 %).

The effective interest rate is approximately 7.1 %.

Accrued interest on this draw was approximately $ 491,000 at December 31, 2023.

The principal and accrued interest is convertible at the option of the Lender at $ 3.00 per share.

In accordance with the Credit Agreement, the Company issued the Lender a Warrant to purchase up to 200,000 shares of Company’s Common Stock at an exercise price of $ 3.26 per share, which Warrant is exercisable upon issuance.

The fair value of the 200,000

warrants vested at closing on March 31, 2023 was $ 296,680 at the date of issuance based on the following assumptions:

an expected life

of 6.33 years, volatility of 88 %,

risk free interest rate of 3.94 % and zero

The proceeds were allocated between the Promissory Note and the warrants issued, and the amount allocated to the warrants was recorded as a debt discount netted against principal amortized on a straight-line basis, which is not

materially different than the effective interest method, from March 31, 2023 through January 31, 2026.

Amortization for the year ended December 31, 2023 of $ 79,000 was recorded as interest expense.

On June 30, 2023, the Company executed an additional $ 10

million Promissory Note under the Line of Credit.

The interest rate on this draw is 6.34 % (Applicable Federal Rate for short term

loans on date of draw of 4.34 % plus 2 %).

The effective interest rate is approximately 7.1 %.

Accrued interest on this draw was approximately $ 321,000 at December 31, 2023.

The principal and accrued interest is convertible at the option of the Lender at $ 3.00 per share.

In accordance with the Credit Agreement, the Company issued the Lender a Warrant to purchase up to 200,000 shares of Company’s Common Stock at an exercise price of $ 3.00 per share, which Warrant is exercisable upon issuance.

The fair value of the 200,000

warrants vested at closing on June 30, 2023 was $ 179,920 at the date of issuance based on the following assumptions:

an expected life

of 6.08 years, volatility of 85 %,

risk free interest rate of 3.59 % and zero

materially different than the effective interest method, from June 30, 2023 through January 31, 2026.

Amortization for the year ended December 31, 2023 of $ 35,000 was recorded as interest expense.

On December 29, 2023, the Company executed an additional $ 10 million Promissory Note under the Line of Credit.

The interest rate on this draw is 7.13 %

(Applicable Federal Rate for short term loans on date of draw of 5.13 % plus 2 %).

The effective interest rate is approximately 7.5 %.

The principal and

accrued interest is convertible at the option of the Lender at $ 3.00 per share.

In accordance with the Credit Agreement, the Company

issued the Lender a Warrant to purchase up to 200,000 shares of Company’s Common Stock at an exercise price of $ 3.00 per share, which Warrant is exercisable upon issuance.

The fair value of the 200,000 warrants vested at closing on December 31, 2023 was $ 193,745 at the date of issuance based on the following assumptions:

an expected life of 5.7

years, volatility of 79 %, risk free interest rate of 4.49 % and zero dividends.

The proceeds were allocated between the

Promissory Note and the warrants issued, and the amount allocated to the warrants was recorded as a debt discount netted against principal amortized on a straight-line basis, which is not materially different than the effective interest method,

from December 29, 2023 through January 31, 2026.

The fair value

of warrants that vest in the future based on borrowings will be computed when those borrowings occur and amortized over the remaining period through January 31, 2026 .

Loss Per Share

24 unchanged sentences

is included in other long term liabilities .

The Company renewed its existing office space lease effective in February 2022 for 38 months at substantially the same terms.

As of December 31, 2022, the right to use lease asset

consisted of $ 86,000 and is included in other assets .

Also, at December 31, 2022, current lease liability of $ 40,000 is included in accrued expenses and the noncurrent lease liability of $ 66,000

is included in other long term liabilities .

The Company renewed its existing office space lease effective in February 2022

for 38 months at substantially the same terms.

Maturity of operating lease as of December 31, 2023 in thousands:

18 unchanged sentences

Initially, the Company and SBH have a 50 % equity ownership interest in the LLC, with neither party having control over the LLC.

Accordingly, from inception through the fourth quarter of 2014, the Company accounted

for its investment in the LLC using the equity method of accounting.

Under the equity method of accounting, the Company’s investment was initially recorded at cost with subsequent adjustments to the carrying value to recognize additional

investments in or distributions from the Investee, as well as the Company’s share of the Investee’s earnings, losses and/or changes in capital.

The estimated fair value of the IPR&D contributed to the LLC was immediately expensed upon

contribution as there was no alternative future use available at the point of contribution.

The operating agreement provides that if either party does not desire to contribute its equal share of funding required after the initial capitalization,

then the other party, providing all of the funding, will have its ownership share increased in proportion to the total amount contributed from inception.

Accordingly, from inception through the fourth quarter of 2014, the Company accounted for its

investment in the LLC using the equity method of accounting.

Under the equity method of accounting, the Company’s investment was initially recorded at cost with subsequent adjustments to the carrying value to recognize additional investments in or

distributions from the Investee, as well as the Company’s share of the Investee’s earnings, losses and/or changes in capital.

The estimated fair value of the IPR&D contributed to the LLC was immediately expensed upon contribution as there was

no alternative future use available at the point of contribution.

The operating agreement provides that if either party does not desire to contribute its equal share of funding required after the initial capitalization, then the other party,

providing all of the funding, will have its ownership share increased in proportion to the total amount contributed from inception.

In the fourth quarter of 2014, after the LLC had expended the $ 400,000 in cash, SBH decided not to contribute its share of the funding required.

As a result, the Company contributed the $ 73,000 needed for the fourth quarter of 2014 expenses of the LLC and an additional $ 2,306,000 in total from 2015 through 2020.

The Company contributed $ 213,000

and $ 226,000 for the LLC expenses (recorded in research and development expenses) in 2022 and 2021, and SBH contributed $ 35,000 in 2019 and a total of $ 123,000 in

2017 and 2016, respectively.

As a result, the Company contributed the $ 73,000 needed for the fourth quarter of 2014 expenses of the LLC and an additional $ 2,552,000

in total from 2015 through 2021.

The Company contributed $ 561,000 and $ 213,000 for the LLC expenses (recorded in research and development expenses) in 2023 and 2022, and SBH has contributed a total of $ 711,000 since 2014.

As of December 31, 2023, the Company’s ownership percentage in the LLC was 84.2 %.

The Company accounts for

the interest in the LLC as a consolidated, less than wholly owned subsidiary.

Because the LLC’s equity is immaterial, the value of the non-controlling interest is also deemed to be immaterial.

The Company’s portion of the LLC’s net loss for 2014,

prior to the change in accounting discussed previously, was $ 400,000 , which includes the Company’s proportionate share of the non-cash

charge associated with the contributed IPR&D of $ 200,000 .

The Company accounts for the interest in the LLC as a consolidated, less than wholly owned subsidiary.

Because the LLC’s equity is immaterial, the value of the non-controlling

interest is also deemed to be immaterial.

The Company’s portion of the LLC’s net loss for 2014, prior to the change in accounting discussed previously, was $ 400,000 , which includes the Company’s proportionate share of the non-cash charge associated with the contributed IPR&D of $ 200,000 .

The components of the net deferred tax assets are as follows at December 31:

14 unchanged sentences

As of December 31, 2023, the Company has federal and state net operating loss carryforwards totaling $ 127,039,000 and $ 102,003,000 respectively, which expire through 2037 .

In addition, the Company has federal and state research and development credits of $ 2,276,000 and $ 1,282,000 , respectively, which expire

through 2042 .

Ownership changes, as defined by Section 382 of the Internal Revenue Code, may have limited the amount of net operating

loss carryforwards that can be utilized annually to offset future taxable income.

In addition, the Company has federal and state research and development credits of $ 5,214,000 and $ 1,262,000 , respectively, which expire through 2042 .

Ownership changes, as defined by Section 382 of the Internal Revenue Code, may have limited the amount of net operating loss carryforwards that can

be utilized annually to offset future taxable income.

Past and subsequent ownership changes could further affect the limitation in future years.

Because of the Company’s limited operating history and its recorded losses,

management has provided, in each of the last two years, a 100 % valuation allowance against the Company’s net deferred tax assets.

Because of the Company’s limited operating history and its recorded losses, management has provided, in

each of the last two years, a 100 % valuation allowance against the Company’s net deferred tax assets.

The Company is subject to taxation in the U.S.

and various states.

Based on the history of net operating losses all jurisdictions and tax years are open for

examination until the operating losses are utilized or the statute of limitations expires.

Based on the history of net operating losses all jurisdictions and tax years are open for examination

until the operating losses are utilized or the statute of limitations expires.

As of December 31, 2023 and 2022, the Company does not have any significant uncertain tax positions.

On March 29, 2024, the Company and Richard E.

Uihlein (the “Lender”) entered into a Supplemental Line of Credit Letter

Agreement (the “Supplemental Credit Agreement”), pursuant to which the Lender shall provide the Company a line of credit of up to $ 10.0

million (the “Supplemental Line of Credit”) to finance the Company’s working capital needs.

The Company may draw upon the Supplemental Line of Credit through March 31, 2025.

Each advance made pursuant to the Supplemental Credit Agreement shall be evidenced by an unsecured, convertible promissory

note (individually, a “Promissory Note,” and collectively, the “Promissory Notes”), and bear interest at the Applicable Federal Rate for short term loans, plus two ( 2 %) percent.

Principal and interest on the Promissory Notes are due on or before March 31, 2026 .

Only with the consent of the Lender, may the Promissory Notes be prepaid, in whole or in part, at any time without premium or penalty, but with interest on the amount or amounts prepaid.

At the election of Lender, the principal and accrued interest on Promissory Note(s) may be converted into the number of shares

of the Company’s Common Stock equal to the amount of principal and accrued interest on such Promissory Note divided by the price equal to the closing price of the Common Stock on the date of such Promissory Note, but in no event less than $ 3.00 per share.

In connection with the Supplemental Credit Agreement, the Company agreed to issue the Lender warrants to purchase up to an

aggregate of 200,000 shares of the Company’s common stock, par value $ 0.001 per share (collectively, the “Warrants”).

The Company shall issue to the Lender Warrants ratably, upon borrowings under the Supplemental Line of Credit, with exercise prices equal to 150 % of the closing price of the Company’s common Stock on the date of the Promissory Note evidencing such draw, but in no event more than $ 10.00 per share nor less than $ 3.00 per

The Warrants expire on July 31, 2029 .

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 9A. Controls and Procedures