3 unchanged sentences
The risks associated with our business, common stock and other factors are those described in the Form 10-K for the year ended August 31, 2023, as filed with the SEC on November 20, 2023.
+Added: Recent Sales of Unregistered Equity Securities
+Added: Pursuant to the Warrant Exercise Agreement that was entered into on April 30, 2024, the Company was required to issue 102,097 warrants (the “Tail Warrants”) as partial tail commission to the placement agent of its February 16, 2024 financing.
+Added: The Tail Warrants are exercisable until February 16, 2029, at an exercise price of $5.9375.
10b5-1 Trading Plans
Our Insider Trading Policy provides that our insiders, employees and consultants may enter into trading plans to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
−Removed: During the fiscal quarter ended February 29, 2024, none of the Company’s insiders had entered into a 10b5-1 trading plan.
+Added: During the fiscal quarter ended May 31, 2024, none of the Company’s insiders had entered into a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
Exhibits, Financial Statement Schedules
2 unchanged sentences
2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
−Removed: Page 32 of 34
Exhibit Number
10 unchanged sentences
Instruments Defining the Rights of Security Holders
−Removed: Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed February 16, 2024)
−Removed: Form of Private Placement Warrant (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed February 16, 2024)
−Removed: Form of Agent Warrant (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed February 16, 2024)
+Added: Form of Private Placement Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed April 30, 2024)
+Added: Form of Tail Warrant issued on April 30, 2024
Material Contracts
−Removed: Engagement Agreement by and between the Company and H.C.
−Removed: Wainwright & Co., LLC, dated February 12, 2024 (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed February 16, 2024)
−Removed: Engagement Agreement Amendment by and between the Company and H.C.
−Removed: Wainwright & Co., LLC, dated February 12, 2024 (incorporated by reference to Exhibit 1.2 to our Current Report on Form 8-K filed February 16, 2024)
−Removed: Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed February 16, 2024)
−Removed: Form of Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to our Form S-8 Registration Statement filed on January 18, 2024)
−Removed: Executive Employment Agreement with Nelson Cabatuan dated March 14, 2024
+Added: Form of Warrant Exercise Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed April 30, 2024)
+Added: Executive Employment Agreement with Nelson Cabatuan dated March 14, 2024 (Filed on Form 10-Q April 9, 2024 Exh.
Amended and Restated Intellectual Property License Agreement with Premier Anti-Aging Co., Ltd.
−Removed: dated March 15, 2024
+Added: dated March 15, 2024 (Filed on Form 10-Q April 9, 2024 Exh.
Rule 13(a) - 14 (a)/15(d) - 14(a)
13 unchanged sentences
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
−Removed: Page 33 of 34
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
4 unchanged sentences
(Principal Executive Officer)
−Removed: April 9, 2024
+Added: July 12, 2024
In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
3 unchanged sentences
(Principal Executive Officer)
−Removed: April 9, 2024
+Added: July 12, 2024
/s/ Nelson Cabatuan
2 unchanged sentences
(Principal Financial and Accounting Officer)
−Removed: April 9, 2024
−Removed: Page 34 of 34
+Added: July 12, 2024
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.