Filed pursuant to
Rule 424(b)(3)
Registration No. 333-223669
PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 11, 2018)
Innovate Biopharmaceuticals, Inc.
Common Stock
13,990,403 Shares of Common Stock
Offered by Selling Stockholders
This prospectus supplement relates to the
disposition from time to time of up to 13,990,403 shares of our common stock (including up to 2,051,771 shares issuable upon exercise
of warrants), which are held by the selling stockholders named herein. We will not receive any of the proceeds from the sale of
our common stock by the selling stockholders.
The selling stockholders identified in this
prospectus, or their permitted transferees or other successors-in-interest, may offer the shares from time to time through public
or private transactions at prevailing market prices, at prices related to prevailing market prices, or at privately negotiated
prices. We provide additional information about how the selling stockholders may sell their shares of common stock in the section
entitled “Plan of Distribution” beginning on page 15 of this prospectus supplement. We will not be paying any underwriting
discounts or selling commissions in connection with any offering of common stock under this prospectus.
Our common stock is quoted on the Nasdaq
Capital Market (“Nasdaq”) under the symbol “INNT.” The last reported sale price of our common stock as
reported on Nasdaq on July 13, 2018 was $23.70 per share.
Investing in our common stock involves
a high degree of risk. Please see the section entitled “Risk Factors” beginning on page 3 of this prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
Prospectus Supplement dated July 16, 2018.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying
prospectus are part of a registration statement on Form S-3 that we filed with the United States Securities and Exchange Commission,
or the SEC, using a “shelf” registration process. Under this shelf process, the selling stockholders may from time
to time sell up to an aggregate amount of 13,990,403 shares of our common stock (including up to 2,051,771 shares issuable upon
exercise of warrants) in one or more offerings.
This prospectus supplement describes the
specific terms of this offering and adds to and updates information contained in the prospectus and the documents incorporated
by reference into this prospectus supplement and the base prospectus, which was filed with the SEC on July 11, 2018 (the “base
prospectus”). The base prospectus, including the documents incorporated by reference, which provides more general information,
some of which may not apply to this offering. To the extent there is a conflict between the information contained in this prospectus
supplement, on the one hand, and the information contained in the base prospectus or any document incorporated herein and therein
by reference, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these
documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by
reference in the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier
statement.
As permitted by the rules and regulations
of the SEC, the registration statement, of which this prospectus supplement and the base prospectus form a part, includes additional
information not contained in this prospectus supplement or the base prospectus. You should read this prospectus supplement, the
registration statement and the base prospectus together with the documents incorporated by reference into this prospectus supplement
and into the base prospectus before buying any shares of our common stock in this offering. See “Where You Can Find Additional
Information” on page 18 of this prospectus supplement.
You should rely only on the information
contained in or incorporated by reference into this prospectus supplement and the base prospectus. Neither we, nor the selling
stockholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. Neither we nor the selling stockholders are making an offer to sell these securities in
any jurisdiction where such offer or sale is not permitted.
You should not assume that the information
in this prospectus supplement, the base prospectus or any other offering materials is accurate as of any date other than the date
on the front of each document, regardless of the time of delivery of this prospectus supplement, the base prospectus or such other
offering materials or the time of any sale of securities. Our business, financial condition, results of operations and prospects
may have changed since then.
Except where the context otherwise requires
or where otherwise indicated, the terms “we,” “us,” “our,” “Innovate” and “the
Company” refer to Innovate Biopharmaceuticals, Inc., a Delaware corporation, and its consolidated subsidiaries. References
to the “selling stockholders” refer to the stockholders listed herein under the heading “Selling Stockholders”
and their donees, pledgees, transferees or other successors-in-interest.
Forward-Looking Statements
The information in this prospectus supplement
and the information incorporated herein by reference, include forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results
to differ materially from expectations. These forward-looking statements should not be relied upon as predictions of future events
as we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. When used
in this report, the words “believe,” “may,” “could,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “indicate,” “seek,”
“should,” “would” and similar expressions are intended to identify forward-looking statements, though not
all forward-looking statements contain these identifying words. All statements, other than statements of historical fact, are statements
that could be deemed forward-looking statements.
If any of these risks or uncertainties materialize
or any of these assumptions prove incorrect, our results could differ materially from the forward-looking statements in this prospectus
supplement. All forward-looking statements in this prospectus supplement are current only as of the date of this prospectus supplement.
We do not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the
date on which any statement is made or to reflect the occurrence of unanticipated events except as required by law.
SUMMARY
This summary highlights the
information contained elsewhere in or incorporated by reference into this prospectus supplement. Because this is only a
summary, it does not contain all of the information that you should consider before deciding whether to invest in our securities. For
a more complete understanding of our company’s business and the risks and uncertainties facing it, you should read
this entire prospectus supplement, the base prospectus, and the information incorporated by reference herein and therein,
and the information under the caption “Risk Factors,” beginning on page 3.
Overview
On January 29, 2018, Monster
Digital, Inc. (“Monster”) and privately held Innovate Biopharmaceuticals Inc. (“Private Innovate”) completed
a reverse recapitalization in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated July 3,
2017, as amended (the “Merger Agreement”), by and among Monster, Monster Merger Sub, Inc. (“Merger Sub”)
and Private Innovate, which changed its name in connection with the transaction to IB Pharmaceuticals Inc. (“IB Pharmaceuticals”).
Pursuant to the Merger Agreement, Merger Sub merged with and into IB Pharmaceuticals with IB Pharmaceuticals surviving as the wholly
owned subsidiary of Monster (the “Merger”). Immediately following the Merger, Monster changed its name to Innovate
Biopharmaceuticals, Inc. (“Innovate”). In connection with the closing of the Merger, Innovate’s common stock
began trading on the Nasdaq Capital Market under the ticker symbol “INNT” on February 1, 2018. Prior to the Merger,
Monster was incorporated in Delaware in November 2010 under the name “Monster Digital, Inc.”
Prior to the Merger, Monster’s
primary business focus was the design, development and marketing of premium products under the “Monster Digital” brand
for use in high-performance consumer electronics, mobile products and computing applications.
After the Merger, we are a clinical-stage
biopharmaceutical company developing novel medicines for autoimmune and inflammatory diseases with unmet needs. Our pipeline includes
drug candidates for celiac disease, nonalcoholic steatohepatitis (NASH), Crohn’s and ulcerative colitis. Our lead program,
INN-202 (larazotide acetate or larazotide) is entering Phase 3 registration trials in the second half of 2018 and has the potential
to be the first-to-market therapeutic for celiac disease, an unmet medical need, which affects an estimated 1% of the North American
population or approximately 3 million individuals. Celiac patients have no treatment alternative other than a strict lifelong
adherence to a gluten-free diet, which is difficult to maintain and can be deficient in key nutrients. Additionally, current FDA
labeling standards allow up to 20 parts per million (ppm) of gluten in “gluten-free” labelled foods, which are
sufficient to cause celiac symptoms in many patients, including abdominal pain, abdominal cramping, bloating, gas, headaches, ataxia,
‘‘brain fog,’’ and fatigue. Long-term sequelae of celiac disease include enteropathy associated T-cell
lymphoma (EATL), osteoporosis and anemia.
Our principal executive office is
currently located at 8480 Honeycutt Road, Suite 120, Raleigh, North Carolina 27615.
THE OFFERING
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Common stock offered by the selling stockholders
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13,990,403 shares of our common stock (including up to 2,051,771 shares issuable upon exercise of warrants)
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Use of proceeds
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We will not receive any proceeds from the sale of shares of
our common stock by the selling stockholders.
See “Selling Stockholders” and “Plan of Distribution.”
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Risk Factors
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See “Risk Factors” and other information included in this prospectus supplement for a discussion of factors you should consider carefully before deciding to invest in shares of our common stock.
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Nasdaq symbol
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INNT
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RISK FACTORS
Before you invest in our securities,
you should be aware that our business faces numerous financial and market risks, including those described below, as well as general
economic and business risks. Our securities are speculative, and you should not make an investment in Innovate unless you can afford
to bear the loss of your entire investment. Prior to making a decision about investing in our common stock, you should carefully
consider the risks, uncertainties and assumptions discussed under Item 1A, “Risk Factors,” in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2017, as updated by our subsequent filings with the Securities and Exchange
Commission, or the SEC, under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are incorporated herein
by reference, together with the information in this prospectus supplement and the base prospectus and any other information incorporated
by reference herein or therein. Before you decide whether to invest in our securities, you should carefully consider these risks
and uncertainties, together with all of the other information included in or incorporated by reference into, this prospectus supplement
or the base prospectus. The risks and uncertainties identified are not the only risks and uncertainties we face. If any of the
material risks or uncertainties that we face were to occur, you could lose part or all of your investment.
USE OF PROCEEDS
We will not receive any proceeds from the
sale of shares of our common stock by the selling stockholders.
SELLING STOCKHOLDERS
The shares may be offered by the selling
stockholders or by pledges, donees, transferees or other successors in interest that receive such shares as a gift or through a
private sale or transfer. We may amend or supplement this prospectus from time to time to update information provided in the table.
On January 29, 2018, prior to the closing
of the Merger, Private Innovate issued to the selling stockholders 31,678,964 shares of common stock at $0.9609 per share and five-year
warrants to purchase 3,774,039 shares of common stock at an exercise price of $1.201125 for aggregate gross proceeds of $18,132,660.50
(the “Equity Issuance”). Certain of the warrants were issued to affiliates of H.C. Wainwright & Co., LLC and GP
Nurmenkari Inc., the placement agents for the Equity Issuance. The shares were exchanged in connection with the Merger for 11,938,632
shares of common stock. The warrants were exchanged in connection with the Merger for warrants to purchase 2,051,771 shares of
common stock.
On January 29, 2018, Monster and Private
Innovate completed a reverse recapitalization in accordance with the terms of the Merger Agreement, by and among Monster, Merger
Sub and Private Innovate, which changed its name in connection with the transaction to IB Pharmaceuticals Inc. Pursuant to the
Merger Agreement, Merger Sub merged with and into IB Pharmaceuticals with IB Pharmaceuticals surviving as the wholly owned subsidiary
of Monster. Immediately following the Merger, Monster changed its name to Innovate Biopharmaceuticals, Inc. In connection
with the closing of the Merger, Innovate’s common stock began trading on the Nasdaq Capital Market under the ticker symbol
“INNT” on February 1, 2018.
None of the foregoing transactions involved
any underwriters, underwriting discounts or commissions, or any public offering. The Registrant believes these transactions were
exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated
under the Securities Act as transactions by an issuer not involving any public offering. The recipients of the securities in each
of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for
sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these
transactions. All recipients had adequate access, through their relationships with Monster or Private Innovate (as applicable)
or otherwise, to information about Monster or Private Innovate (as applicable).
|
Selling Stockholder
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Shares
beneficially
owned prior to
offering
|
|
|
Number of
shares being
offered
|
|
|
Shares
beneficially
owned after
offering
|
|
|
Percentage of
outstanding
shares
beneficially
owned after
offering(1)
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Adolfo & Donna Carmona(2)
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52,635
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52,635
|
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|
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––
|
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|
|
*
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Alan McIntyre(3)
|
|
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23,561
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23,561
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|
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––
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*
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Alexander J. Brown Trust(4)
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34,200
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|
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34,200
|
|
|
|
––
|
|
|
|
*
|
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Alexandra Koeppel(5)
|
|
|
23,532
|
|
|
|
23,532
|
|
|
|
––
|
|
|
|
*
|
|
|
Andrew and Melissa Fisher(6)
|
|
|
47,064
|
|
|
|
47,064
|
|
|
|
––
|
|
|
|
*
|
|
|
Argjent Mena & Lara Sabani(7)
|
|
|
9,413
|
|
|
|
9,413
|
|
|
|
––
|
|
|
|
*
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|
B3 Group LLC(8)
|
|
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470,642
|
|
|
|
470,642
|
|
|
|
––
|
|
|
|
*
|
|
|
Barry Shemaria(9)
|
|
|
14,120
|
|
|
|
14,120
|
|
|
|
––
|
|
|
|
*
|
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Basil Palmeri(10)
|
|
|
14,120
|
|
|
|
14,120
|
|
|
|
––
|
|
|
|
*
|
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|
Bozarth LLC(11)
|
|
|
23,532
|
|
|
|
23,532
|
|
|
|
––
|
|
|
|
*
|
|
|
Brenda & Dave Rickey Family Foundation(12)
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|
|
16,473
|
|
|
|
16,473
|
|
|
|
––
|
|
|
|
*
|
|
|
Brian & Andrea Fischhoff(13)
|
|
|
11,765
|
|
|
|
11,765
|
|
|
|
––
|
|
|
|
*
|
|
|
Brian Eliot Peierls(14)
|
|
|
56,477
|
|
|
|
56,477
|
|
|
|
––
|
|
|
|
*
|
|
|
Bruce & Mitsie Levy(15)
|
|
|
23,532
|
|
|
|
23,532
|
|
|
|
––
|
|
|
|
*
|
|
|
Selling Stockholder
|
|
Shares
beneficially
owned prior to
offering
|
|
|
Number of
shares being
offered
|
|
|
Shares
beneficially
owned after
offering
|
|
|
Percentage of
outstanding
shares
beneficially
owned after
offering(1)
|
|
|
Carl J. Domino(16)
|
|
|
47,064
|
|
|
|
47,064
|
|
|
|
––
|
|
|
|
*
|
|
|
Casimir S. Skrzypczak(17)
|
|
|
16,473
|
|
|
|
16,473
|
|
|
|
––
|
|
|
|
*
|
|
|
Charmi Vijapura(18)
|
|
|
47,064
|
|
|
|
47,064
|
|
|
|
––
|
|
|
|
*
|
|
|
Chirag Shah(19)
|
|
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7,059
|
|
|
|
7,059
|
|
|
|
––
|
|
|
|
*
|
|
|
Christopher Washburn(20)
|
|
|
14,120
|
|
|
|
14,120
|
|
|
|
––
|
|
|
|
*
|
|
|
Clay Lebhar(21)
|
|
|
23,531
|
|
|
|
23,531
|
|
|
|
––
|
|
|
|
*
|
|
|
Dennis R. DeLoach, Jr. & Faye M. DeLoach(22)
|
|
|
11,766
|
|
|
|
11,766
|
|
|
|
––
|
|
|
|
*
|
|
|
Donald Sesterhenn(23)
|
|
|
11,765
|
|
|
|
11,765
|
|
|
|
––
|
|
|
|
*
|
|
|
Douglas Rivers(24)
|
|
|
235,321
|
|
|
|
235,321
|
|
|
|
––
|
|
|
|
*
|
|
|
Dyke Rogers(25)
|
|
|
94,128
|
|
|
|
94,128
|
|
|
|
––
|
|
|
|
*
|
|
|
E. Jeffrey Peierls(26)
|
|
|
70,596
|
|
|
|
70,596
|
|
|
|
––
|
|
|
|
*
|
|
|
Edward O'Connell(27)
|
|
|
9,413
|
|
|
|
9,413
|
|
|
|
––
|
|
|
|
*
|
|
|
Edward P. Swyer LLC(28)
|
|
|
235,321
|
|
|
|
235,321
|
|
|
|
––
|
|
|
|
*
|
|
|
Foster Family Trust(29)
|
|
|
23,532
|
|
|
|
23,532
|
|
|
|
––
|
|
|
|
*
|
|
|
FourJr Investments LTD(30)
|
|
|
23,532
|
|
|
|
23,532
|
|
|
|
––
|
|
|
|
*
|
|
|
Frederick B. Epstein(31)
|
|
|
11,766
|
|
|
|
11,766
|
|
|
|
––
|
|
|
|
*
|
|
|
GSB Holdings, Inc.(32)
|
|
|
235,321
|
|
|
|
235,321
|
|
|
|
––
|
|
|
|
*
|
|
|
Gubbay Investments, LLC(33)
|
|
|
16,507
|
|
|
|
16,507
|
|
|
|
––
|
|
|
|
*
|
|
|
Gwen Swenson-Hale(34)
|
|
|
11,765
|
|
|
|
11,765
|
|
|
|
––
|
|
|
|
*
|
|
|
Howard & Susan Kalka(35)
|
|
|
35,328
|
|
|
|
35,328
|
|
|
|
––
|
|
|
|
*
|
|
|
Howard Stringer(36)
|
|
|
11,766
|
|
|
|
11,766
|
|
|
|
––
|
|
|
|
*
|
|
|
Intracoastal Capital, LLC(37)
|
|
|
47,064
|
|
|
|
47,064
|
|
|
|
––
|
|
|
|
*
|
|
|
Iroquois Capital Investment Group LLC(38)
|
|
|
28,238
|
|
|
|
28,238
|
|
|
|
––
|
|
|
|
*
|
|
|
Iroquois Master Fund Ltd(39)
|
|
|
89,422
|
|
|
|
89,422
|
|
|
|
––
|
|
|
|
*
|
|
|
Irwin Gruverman(40)
|
|
|
11,765
|
|
|
|
11,765
|
|
|
|
––
|
|
|
|
*
|
|
|
Jai V. Desai(41)
|
|
|
14,119
|
|
|
|
14,119
|
|
|
|
––
|
|
|
|
*
|
|
|
James H. Wiesenberg(42)
|
|
|
11,765
|
|
|
|
11,765
|
|
|
|
––
|
|
|
|
*
|
|
|
James J. Watson(43)
|
|
|
23,532
|
|
|
|
23,532
|
|
|
|
––
|
|
|
|
*
|
|
|
James L. Dritz(44)
|
|
|
18,826
|
|
|
|
18,826
|
|
|
|
––
|
|
|
|
*
|
|
|
Jan Arnett(45)
|
|
|
47,064
|
|
|
|
47,064
|
|
|
|
––
|
|
|
|
*
|
|
|
Jay M. Haft(46)
|
|
|
11,766
|
|
|
|
11,766
|
|
|
|
––
|
|
|
|
*
|
|
|
Jayesh K. Patel & Bela J. Patel(47)
|
|
|
47,064
|
|
|
|
47,064
|
|
|
|
––
|
|
|
|
*
|
|
|
Jesal Kothari(48)
|
|
|
7,059
|
|
|
|
7,059
|
|
|
|
––
|
|
|
|
*
|
|
|
Jimmy R. Hasley(49)
|
|
|
14,120
|
|
|
|
14,120
|
|
|
|
––
|
|
|
|
*
|
|
|
Joan L Bonanno TTE U/A DTD 12/05/2002 By Joan L Bonanno(50)
|
|
|
47,064
|
|
|
|
47,064
|
|
|
|
––
|
|
|
|
*
|
|
|
John Q Joubert & Terri L Joubert(51)
|
|
|
47,064
|
|
|
|
47,064
|
|
|
|
––
|
|
|
|
*
|
|
|
John E. Kyees(52)
|
|
|
11,766
|
|
|
|
11,766
|
|
|
|
––
|
|
|
|
*
|
|
|
John V. Wagner, Jr.(53)
|
|
|
35,298
|
|
|
|
35,298
|
|
|
|
––
|
|
|
|
*
|
|
|
Juli-Ann Cialone(54)
|
|
|
4,707
|
|
|
|
4,707
|
|
|
|
––
|
|
|
|
*
|
|
|
Kara Lynn Hart(55)
|
|
|
11,765
|
|
|
|
11,765
|
|
|
|
––
|
|
|
|
*
|
|
|
Keith J. Gelles(56)
|
|
|
23,532
|
|
|
|
23,532
|
|
|
|
––
|
|
|
|
*
|
|
|
Lars Bader(57)
|
|
|
470,642
|
|
|
|
470,642
|
|
|
|
––
|
|
|
|
*
|
|
|
Lee J. Seidler Revocable Trust DTD 4/12/1990(58)
|
|
|
23,561
|
|
|
|
23,561
|
|
|
|
––
|
|
|
|
*
|
|
|
Mackie Klingbeil(59)
|
|
|
23,561
|
|
|
|
23,561
|
|
|
|
––
|
|
|
|
*
|
|
|
Mahendra Doobay(60)
|
|
|
4,706
|
|
|
|
4,706
|
|
|
|
––
|
|
|
|
*
|
|
|
Meryle Evans Family Trust(61)
|
|
|
11,766
|
|
|
|
11,766
|
|
|
|
––
|
|
|
|
*
|
|
|
Selling Stockholder
|
|
Shares
beneficially
owned prior to
offering
|
|
|
Number of
shares being
offered
|
|
|
Shares
beneficially
owned after
offering
|
|
|
Percentage of
outstanding
shares
beneficially
owned after
offering(1)
|
|
|
Michael J. Pierce(62)
|
|
|
94,128
|
|
|
|
94,128
|
|
|
|
––
|
|
|
|
*
|
|
|
Michael M. Mainero(63)
|
|
|
11,766
|
|
|
|
11,766
|
|
|
|
––
|
|
|
|
*
|
|
|
Michael Stark(64)
|
|
|
11,765
|
|
|
|
11,765
|
|
|
|
––
|
|
|
|
*
|
|
|
MITZ ZHU YAN,LP(65)
|
|
|
23,532
|
|
|
|
23,532
|
|
|
|
––
|
|
|
|
*
|
|
|
N. Michael Wolsonovich, Jr.(66)
|
|
|
7,060
|
|
|
|
7,060
|
|
|
|
––
|
|
|
|
*
|
|
|
Nomis Bay LTD(67)
|
|
|
1,411,924
|
|
|
|
1,411,924
|
|
|
|
––
|
|
|
|
*
|
|
|
Northlea Partners LLLP(68)
|
|
|
11,765
|
|
|
|
11,765
|
|
|
|
––
|
|
|
|
*
|
|
|
OHB Family Trust(69)
|
|
|
23,532
|
|
|
|
23,532
|
|
|
|
––
|
|
|
|
*
|
|
|
Pamela M. Baker & Russell S. Baker(70)
|
|
|
23,532
|
|
|
|
23,532
|
|
|
|
––
|
|
|
|
*
|
|
|
Peter S. Kastner(71)
|
|
|
23,532
|
|
|
|
23,532
|
|
|
|
––
|
|
|
|
*
|
|
|
Provident Trust Group LLC FBO Universal Technology Inc. 401K Plan FBO Robert G. Curtin(72)
|
|
|
135,671
|
|
|
|
135,671
|
|
|
|
––
|
|
|
|
*
|
|
|
Rameshchandra Dabhi(73)
|
|
|
23,531
|
|
|
|
23,531
|
|
|
|
––
|
|
|
|
*
|
|
|
Raphael Tshibangu(74)
|
|
|
18,826
|
|
|
|
18,826
|
|
|
|
––
|
|
|
|
*
|
|
|
Raymond J Bonanno TTE U/A DTD 12/05/2002 By Raymond J Bonanno(75)
|
|
|
47,064
|
|
|
|
47,064
|
|
|
|
––
|
|
|
|
*
|
|
|
Renald J. & Catherine C. Anelle(76)
|
|
|
23,561
|
|
|
|
23,561
|
|
|
|
––
|
|
|
|
*
|
|
|
Richard A Brown Trust(77)
|
|
|
81,403
|
|
|
|
81,403
|
|
|
|
––
|
|
|
|
*
|
|
|
Richard David(78)
|
|
|
23,532
|
|
|
|
23,532
|
|
|
|
––
|
|
|
|
*
|
|
|
Rickey Family Trust dtd 3/22/16(79)
|
|
|
30,592
|
|
|
|
30,592
|
|
|
|
––
|
|
|
|
*
|
|
|
Robert Caione(80)
|
|
|
23,532
|
|
|
|
23,532
|
|
|
|
––
|
|
|
|
*
|
|
|
Robert G. Curtin(81)
|
|
|
4,975
|
|
|
|
4,975
|
|
|
|
––
|
|
|
|
*
|
|
|
Robert Harrigan(82)
|
|
|
26,316
|
|
|
|
26,316
|
|
|
|
––
|
|
|
|
*
|
|
|
RS & VS LTD(83)
|
|
|
11,765
|
|
|
|
11,765
|
|
|
|
––
|
|
|
|
*
|
|
|
RS Irrevocable Trust(84)
|
|
|
235,321
|
|
|
|
235,321
|
|
|
|
––
|
|
|
|
*
|
|
|
Russell S. Dritz(85)
|
|
|
7,060
|
|
|
|
7,060
|
|
|
|
––
|
|
|
|
*
|
|
|
Saha Living LLC(86)
|
|
|
47,064
|
|
|
|
47,064
|
|
|
|
––
|
|
|
|
*
|
|
|
Sal DeStefano(87)
|
|
|
11,765
|
|
|
|
11,765
|
|
|
|
––
|
|
|
|
*
|
|
|
Satterfield Vintage Investments, LP(88)
|
|
|
117,673
|
|
|
|
117,673
|
|
|
|
––
|
|
|
|
*
|
|
|
SDL Ventures, LLC(89)
|
|
|
141,192
|
|
|
|
141,192
|
|
|
|
––
|
|
|
|
*
|
|
|
Sphera Global Healthcare Master Fund(90)
|
|
|
1,142,717
|
|
|
|
1,142,717
|
|
|
|
––
|
|
|
|
*
|
|
|
HFR HE Sphera Global Healthcare Master Trust (91)
|
|
|
33,886
|
|
|
|
33,886
|
|
|
|
––
|
|
|
|
*
|
|
|
Stephen A. DiChiara(92)
|
|
|
7,059
|
|
|
|
7,059
|
|
|
|
––
|
|
|
|
*
|
|
|
Steven M. Cohen(93)
|
|
|
18,826
|
|
|
|
18,826
|
|
|
|
––
|
|
|
|
*
|
|
|
Suresh Patel(94)
|
|
|
11,765
|
|
|
|
11,765
|
|
|
|
––
|
|
|
|
*
|
|
|
The Fourys Co. LTD(95)
|
|
|
37,652
|
|
|
|
37,652
|
|
|
|
––
|
|
|
|
*
|
|
|
The Peierls Bypass Trust(96)
|
|
|
6,588
|
|
|
|
6,588
|
|
|
|
––
|
|
|
|
*
|
|
|
The Peierls Foundation, Inc.(97)
|
|
|
316,271
|
|
|
|
316,271
|
|
|
|
––
|
|
|
|
*
|
|
|
UD E.F. Peierls for Brian E. Peierls(98)
|
|
|
24,473
|
|
|
|
24,473
|
|
|
|
––
|
|
|
|
*
|
|
|
UD E.F. Peierls for E. Jeffrey Peierls(99)
|
|
|
24,473
|
|
|
|
24,473
|
|
|
|
––
|
|
|
|
*
|
|
|
UD E.S. Peierls for E.F. Peierls et al(100)
|
|
|
16,943
|
|
|
|
16,943
|
|
|
|
––
|
|
|
|
*
|
|
|
UD Ethel F. Peierls Charitable Lead Trust(101)
|
|
|
37,651
|
|
|
|
37,651
|
|
|
|
––
|
|
|
|
*
|
|
|
UD J.N. Peierls for Brian Eliot Peierls(102)
|
|
|
31,063
|
|
|
|
31,063
|
|
|
|
––
|
|
|
|
*
|
|
|
UD J.N. Peierls for E. Jeffrey Peierls(103)
|
|
|
31,063
|
|
|
|
31,063
|
|
|
|
––
|
|
|
|
*
|
|
|
UKR Partners LLC(104)
|
|
|
1,579,559
|
|
|
|
1,579,559
|
|
|
|
––
|
|
|
|
*
|
|
|
Selling Stockholder
|
|
Shares
beneficially
owned prior to
offering
|
|
|
Number of
shares being
offered
|
|
|
Shares
beneficially
owned after
offering
|
|
|
Percentage of
outstanding
shares
beneficially
owned after
offering(1)
|
|
|
UW E.S. Peierls for Brian E. Peierls - Accumulation(105)
|
|
|
22,590
|
|
|
|
22,590
|
|
|
|
––
|
|
|
|
*
|
|
|
UW E.S. Peierls for E. Jeffrey Peierls - Accumulation(106)
|
|
|
13,177
|
|
|
|
13,177
|
|
|
|
––
|
|
|
|
*
|
|
|
UW J.N. Peierls for Brian E. Peierls(107)
|
|
|
27,297
|
|
|
|
27,297
|
|
|
|
––
|
|
|
|
*
|
|
|
UW J.N. Peierls for E. Jeffrey Peierls(108)
|
|
|
27,297
|
|
|
|
27,297
|
|
|
|
––
|
|
|
|
*
|
|
|
Vijay & Tejal Patel(109)
|
|
|
117,659
|
|
|
|
117,659
|
|
|
|
––
|
|
|
|
*
|
|
|
Valley Forge Investments LLC(110)
|
|
|
94,128
|
|
|
|
94,128
|
|
|
|
––
|
|
|
|
*
|
|
|
Walter G. Gans(111)
|
|
|
7,060
|
|
|
|
7,060
|
|
|
|
––
|
|
|
|
*
|
|
|
Yisroel Brauner & Chana Brauner(112)
|
|
|
23,532
|
|
|
|
23,532
|
|
|
|
––
|
|
|
|
*
|
|
|
Amit Patel
|
|
|
69,267
|
|
|
|
69,267
|
|
|
|
––
|
|
|
|
*
|
|
|
Anthony Barrett
|
|
|
58,869
|
|
|
|
58,869
|
|
|
|
––
|
|
|
|
*
|
|
|
Ashit Vijapura
|
|
|
80,298
|
|
|
|
80,298
|
|
|
|
––
|
|
|
|
*
|
|
|
Ashwin N. Patel & Achala A. Patel
|
|
|
107,065
|
|
|
|
107,065
|
|
|
|
––
|
|
|
|
*
|
|
|
Atul and Namrata Wadhwa
|
|
|
41,346
|
|
|
|
41,346
|
|
|
|
––
|
|
|
|
*
|
|
|
Bearing Circle Capital LLC
|
|
|
109,242
|
|
|
|
109,242
|
|
|
|
––
|
|
|
|
*
|
|
|
Bhavesh Patel
|
|
|
14,229
|
|
|
|
14,229
|
|
|
|
––
|
|
|
|
*
|
|
|
Bhikabhai Nayi
|
|
|
13,104
|
|
|
|
13,104
|
|
|
|
––
|
|
|
|
*
|
|
|
Bijal Patel
|
|
|
15,728
|
|
|
|
15,728
|
|
|
|
––
|
|
|
|
*
|
|
|
Bindu Sangani
|
|
|
80,344
|
|
|
|
80,344
|
|
|
|
––
|
|
|
|
*
|
|
|
Charles Mosseri-Marlio
|
|
|
153,442
|
|
|
|
153,442
|
|
|
|
––
|
|
|
|
*
|
|
|
David Cassimus
|
|
|
13,836
|
|
|
|
13,836
|
|
|
|
––
|
|
|
|
*
|
|
|
David Purdy
|
|
|
74,800
|
|
|
|
74,800
|
|
|
|
––
|
|
|
|
*
|
|
|
Deepen R. Patel
|
|
|
5,423
|
|
|
|
5,423
|
|
|
|
––
|
|
|
|
*
|
|
|
Himanshu M. Patel
|
|
|
51,511
|
|
|
|
51,511
|
|
|
|
––
|
|
|
|
*
|
|
|
Hiren K. Patel
|
|
|
27,784
|
|
|
|
27,784
|
|
|
|
––
|
|
|
|
*
|
|
|
Howard Yee
|
|
|
20,578
|
|
|
|
20,578
|
|
|
|
––
|
|
|
|
*
|
|
|
Nailesh Sangani
|
|
|
132,051
|
|
|
|
132,051
|
|
|
|
––
|
|
|
|
*
|
|
|
Janet League Katzin
|
|
|
222,555
|
|
|
|
222,555
|
|
|
|
––
|
|
|
|
*
|
|
|
Jay Madan
|
|
|
6,839
|
|
|
|
6,839
|
|
|
|
––
|
|
|
|
*
|
|
|
Jigar J. Patel
|
|
|
7,939
|
|
|
|
7,939
|
|
|
|
––
|
|
|
|
*
|
|
|
Jonathan Barrett
|
|
|
162,065
|
|
|
|
162,065
|
|
|
|
––
|
|
|
|
*
|
|
|
JRK Inc.
|
|
|
27,419
|
|
|
|
27,419
|
|
|
|
––
|
|
|
|
*
|
|
|
Juan Vallarino
|
|
|
60,044
|
|
|
|
60,044
|
|
|
|
––
|
|
|
|
*
|
|
|
Justin Prior
|
|
|
15,554
|
|
|
|
15,554
|
|
|
|
––
|
|
|
|
*
|
|
|
Karl Pinto
|
|
|
14,972
|
|
|
|
14,972
|
|
|
|
––
|
|
|
|
*
|
|
|
Kumar Patel
|
|
|
68,500
|
|
|
|
68,500
|
|
|
|
––
|
|
|
|
*
|
|
|
Malika Sangani
|
|
|
53,002
|
|
|
|
53,002
|
|
|
|
––
|
|
|
|
*
|
|
|
Malur R. Balaji
|
|
|
53,522
|
|
|
|
53,522
|
|
|
|
––
|
|
|
|
*
|
|
|
Marilyn Hemani
|
|
|
40,276
|
|
|
|
40,276
|
|
|
|
––
|
|
|
|
*
|
|
|
Mary Cheeran
|
|
|
53,532
|
|
|
|
53,532
|
|
|
|
––
|
|
|
|
*
|
|
|
Michael Mindlin
|
|
|
60,297
|
|
|
|
60,297
|
|
|
|
––
|
|
|
|
*
|
|
|
Nalini Krishnankutty
|
|
|
13,385
|
|
|
|
13,385
|
|
|
|
––
|
|
|
|
*
|
|
|
Niranjana Patel
|
|
|
8,135
|
|
|
|
8,135
|
|
|
|
––
|
|
|
|
*
|
|
|
ONE by NP
|
|
|
26,358
|
|
|
|
26,358
|
|
|
|
––
|
|
|
|
*
|
|
|
Parul T. Patel
|
|
|
53,532
|
|
|
|
53,532
|
|
|
|
––
|
|
|
|
*
|
|
|
Piyush Patel
|
|
|
26,761
|
|
|
|
26,761
|
|
|
|
––
|
|
|
|
*
|
|
|
Praful Patel
|
|
|
106,507
|
|
|
|
106,507
|
|
|
|
––
|
|
|
|
*
|
|
|
Prentice Lending II LLC
|
|
|
695,562
|
|
|
|
695,562
|
|
|
|
––
|
|
|
|
*
|
|
|
Selling Stockholder
|
|
Shares
beneficially
owned prior to
offering
|
|
|
Number of
shares being
offered
|
|
|
Shares
beneficially
owned after
offering
|
|
|
Percentage of
outstanding
shares
beneficially
owned after
offering(1)
|
|
|
Raj S. Shah
|
|
|
13,104
|
|
|
|
13,104
|
|
|
|
––
|
|
|
|
*
|
|
|
Rajesh and Suny Patel
|
|
|
27,799
|
|
|
|
27,799
|
|
|
|
––
|
|
|
|
*
|
|
|
Rajesh B. Patel
|
|
|
68,460
|
|
|
|
68,460
|
|
|
|
––
|
|
|
|
*
|
|
|
Rakesh Shah
|
|
|
80,621
|
|
|
|
80,621
|
|
|
|
––
|
|
|
|
*
|
|
|
Rameschchandra Dabhi
|
|
|
105,951
|
|
|
|
105,951
|
|
|
|
––
|
|
|
|
*
|
|
|
Ramesh Donthamsetty
|
|
|
30,689
|
|
|
|
30,689
|
|
|
|
––
|
|
|
|
*
|
|
|
Rathin Patel
|
|
|
13,906
|
|
|
|
13,906
|
|
|
|
––
|
|
|
|
*
|
|
|
Saurabh Shah
|
|
|
14,214
|
|
|
|
14,214
|
|
|
|
––
|
|
|
|
*
|
|
|
SDS Capital Partners II, LLC
|
|
|
262,924
|
|
|
|
262,924
|
|
|
|
––
|
|
|
|
*
|
|
|
Sebastian Prior
|
|
|
15,554
|
|
|
|
15,554
|
|
|
|
––
|
|
|
|
*
|
|
|
Shuchin Bajaj
|
|
|
5,693
|
|
|
|
5,693
|
|
|
|
––
|
|
|
|
*
|
|
|
Sireesh Appajosyula
|
|
|
30,689
|
|
|
|
30,689
|
|
|
|
––
|
|
|
|
*
|
|
|
Subhashini Chandran
|
|
|
5,692
|
|
|
|
5,692
|
|
|
|
––
|
|
|
|
*
|
|
|
Sujata Shah
|
|
|
53,522
|
|
|
|
53,522
|
|
|
|
––
|
|
|
|
*
|
|
|
Sunil and Prity Vaidya
|
|
|
80,298
|
|
|
|
80,298
|
|
|
|
––
|
|
|
|
*
|
|
|
Sunil Kumar S. Reddy
|
|
|
26,761
|
|
|
|
26,761
|
|
|
|
––
|
|
|
|
*
|
|
|
Todd Gallinek
|
|
|
8,536
|
|
|
|
8,536
|
|
|
|
––
|
|
|
|
*
|
|
|
Vijay Patel & Mrs. Tejal Patel
|
|
|
106,312
|
|
|
|
106,312
|
|
|
|
––
|
|
|
|
*
|
|
|
Vijay Taunk
|
|
|
53,522
|
|
|
|
53,522
|
|
|
|
––
|
|
|
|
*
|
|
|
Vikram Patel
|
|
|
80,750
|
|
|
|
80,750
|
|
|
|
––
|
|
|
|
*
|
|
|
Wallace R. Nelms
|
|
|
22,768
|
|
|
|
22,768
|
|
|
|
––
|
|
|
|
*
|
|
|
Aaron Segal(113)
|
|
|
115,501
|
|
|
|
115,501
|
|
|
|
––
|
|
|
|
*
|
|
|
David Landskowsky(114)
|
|
|
74,158
|
|
|
|
74,158
|
|
|
|
––
|
|
|
|
*
|
|
|
Eric Rubenstein(115)
|
|
|
74,158
|
|
|
|
74,158
|
|
|
|
––
|
|
|
|
*
|
|
|
Todd Harrigan(116)
|
|
|
60,419
|
|
|
|
60,419
|
|
|
|
––
|
|
|
|
*
|
|
|
Tim Herrmann(117)
|
|
|
30,387
|
|
|
|
30,387
|
|
|
|
––
|
|
|
|
*
|
|
|
Scott Cardone(118)
|
|
|
18,612
|
|
|
|
18,612
|
|
|
|
––
|
|
|
|
*
|
|
|
Albert Pezone(119)
|
|
|
29,363
|
|
|
|
29,363
|
|
|
|
––
|
|
|
|
*
|
|
|
Steven Nicholson(120)
|
|
|
8,471
|
|
|
|
8,471
|
|
|
|
––
|
|
|
|
*
|
|
|
Kimberly Bechtle(121)
|
|
|
3,677
|
|
|
|
3,677
|
|
|
|
––
|
|
|
|
*
|
|
|
Lindsey McGrandy(122)
|
|
|
2,680
|
|
|
|
2,680
|
|
|
|
––
|
|
|
|
*
|
|
|
Richard Mish(123)
|
|
|
2,038
|
|
|
|
2,038
|
|
|
|
––
|
|
|
|
*
|
|
|
Michael Vasinkevich(124)
|
|
|
141,718
|
|
|
|
141,718
|
|
|
|
––
|
|
|
|
*
|
|
|
Sean Hagerty(125)
|
|
|
39,891
|
|
|
|
39,891
|
|
|
|
––
|
|
|
|
*
|
|
|
Noam Rubinstein(126)
|
|
|
26,244
|
|
|
|
26,244
|
|
|
|
––
|
|
|
|
*
|
|
|
Charles Worthman(127)
|
|
|
2,100
|
|
|
|
2,100
|
|
|
|
––
|
|
|
|
*
|
|
|
Total
|
|
|
13,990,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Less than 1%
|
|
|
(1)
|
Based upon 25,695,602 shares of common stock outstanding as of the close of business on July 5, 2018 (the “Measurement Date”) in accordance with Rule 13d-3 under the Securities Exchange Act of 1934.
|
|
|
(2)
|
Shares beneficially owned includes a warrant to purchase 8,773 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(3)
|
Shares beneficially owned includes a warrant to purchase 3,927 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(4)
|
Shares beneficially owned includes a warrant to purchase 5,700 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(5)
|
Shares beneficially owned includes a warrant to purchase 3,922 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(6)
|
Shares beneficially owned includes a warrant to purchase 7,844 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(7)
|
Shares beneficially owned includes a warrant to purchase 1,569 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(8)
|
Shares beneficially owned includes a warrant to purchase 78,441 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(9)
|
Shares beneficially owned includes a warrant to purchase 2,354 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(10)
|
Shares beneficially owned includes a warrant to purchase 2,354 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(11)
|
Shares beneficially owned includes a warrant to purchase 3,922 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(12)
|
Shares beneficially owned includes a warrant to purchase 2,746 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(13)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(14)
|
Shares beneficially owned includes a warrant to purchase 9,413 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(15)
|
Shares beneficially owned includes a warrant to purchase 3,922 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(16)
|
Shares beneficially owned includes a warrant to purchase 7,844 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(17)
|
Shares beneficially owned includes a warrant to purchase 2,746 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(18)
|
Shares beneficially owned includes a warrant to purchase 7,844 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(19)
|
Shares beneficially owned includes a warrant to purchase 1,177 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(20)
|
Shares beneficially owned includes a warrant to purchase 2,354 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(21)
|
Shares beneficially owned includes a warrant to purchase 3,922 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(22)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(23)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(24)
|
Shares beneficially owned includes a warrant to purchase 39,221 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(25)
|
Shares beneficially owned includes a warrant to purchase 15,688 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(26)
|
Shares beneficially owned includes a warrant to purchase 11,766 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(27)
|
Shares beneficially owned includes a warrant to purchase 1,569 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(28)
|
Shares beneficially owned includes a warrant to purchase 39,221 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(29)
|
Shares beneficially owned includes a warrant to purchase 3,922 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(30)
|
Shares beneficially owned includes a warrant to purchase 3,922 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(31)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(32)
|
Shares beneficially owned includes a warrant to purchase 39,221 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(33)
|
Shares beneficially owned includes a warrant to purchase 2,752 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(34)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(35)
|
Shares beneficially owned includes a warrant to purchase 5,888 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(36)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(37)
|
Shares beneficially owned includes a warrant to purchase 7,844 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase. Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC (“Intracoastal”), have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the securities reported herein that are held by Intracoastal.
|
|
|
(38)
|
Shares beneficially owned includes a warrant to purchase 4,707 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(39)
|
Shares beneficially owned includes a warrant to purchase 14,904 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(40)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(41)
|
Shares beneficially owned includes a warrant to purchase 2,354 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(42)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(43)
|
Shares beneficially owned includes a warrant to purchase 3,922 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(44)
|
Shares beneficially owned includes a warrant to purchase 3,138 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(45)
|
Shares beneficially owned includes a warrant to purchase 7,844 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(46)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(47)
|
Shares beneficially owned includes a warrant to purchase 7,844 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(48)
|
Shares beneficially owned includes a warrant to purchase 1,177 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(49)
|
Shares beneficially owned includes a warrant to purchase 2,354 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(50)
|
Shares beneficially owned includes a warrant to purchase 7,844 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(51)
|
Shares beneficially owned includes a warrant to purchase 7,844 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(52)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(53)
|
Shares beneficially owned includes a warrant to purchase 5,883 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(54)
|
Shares beneficially owned includes a warrant to purchase 785 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(55)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(56)
|
Shares beneficially owned includes a warrant to purchase 3,922 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(57)
|
Shares beneficially owned includes a warrant to purchase 78,441 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(58)
|
Shares beneficially owned includes a warrant to purchase 3,927 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(59)
|
Shares beneficially owned includes a warrant to purchase 3,927 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(60)
|
Shares beneficially owned includes a warrant to purchase 785 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(61)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(62)
|
Shares beneficially owned includes a warrant to purchase 15,688 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(63)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(64)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(65)
|
Shares beneficially owned includes a warrant to purchase 3,922 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(66)
|
Shares beneficially owned includes a warrant to purchase 1,177 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(67)
|
Shares beneficially owned includes a warrant to purchase 235,321 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(68)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(69)
|
Shares beneficially owned includes a warrant to purchase 3,922 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(70)
|
Shares beneficially owned includes a warrant to purchase 3,922 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(71)
|
Shares beneficially owned includes a warrant to purchase 3,922 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(72)
|
Shares beneficially owned includes a warrant to purchase 22,612 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(73)
|
Shares beneficially owned includes a warrant to purchase 3,922 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(74)
|
Shares beneficially owned includes a warrant to purchase 3,138 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(75)
|
Shares beneficially owned includes a warrant to purchase 7,844 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(76)
|
Shares beneficially owned includes a warrant to purchase 3,927 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(77)
|
Shares beneficially owned includes a warrant to purchase 13,568 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(78)
|
Shares beneficially owned includes a warrant to purchase 3,922 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(79)
|
Shares beneficially owned includes a warrant to purchase 5,099 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(80)
|
Shares beneficially owned includes a warrant to purchase 3,922 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(81)
|
Shares beneficially owned includes a warrant to purchase 830 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(82)
|
Shares beneficially owned includes a warrant to purchase 4,386 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(83)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(84)
|
Shares beneficially owned includes a warrant to purchase 39,221 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(85)
|
Shares beneficially owned includes a warrant to purchase 1,177 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(86)
|
Shares beneficially owned includes a warrant to purchase 7,844 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(87)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(88)
|
Shares beneficially owned includes a warrant to purchase 19,613 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(89)
|
Shares beneficially owned includes a warrant to purchase 23,532 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(90)
|
Shares beneficially owned includes a warrant to purchase 190,453 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(91)
|
Shares beneficially owned includes a warrant to purchase 5,648 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(92)
|
Shares beneficially owned includes a warrant to purchase 1,177 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(93)
|
Shares beneficially owned includes a warrant to purchase 3,138 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(94)
|
Shares beneficially owned includes a warrant to purchase 1,961 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(95)
|
Shares beneficially owned includes a warrant to purchase 6,276 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(96)
|
Shares beneficially owned includes a warrant to purchase 1,098 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(97)
|
Shares beneficially owned includes a warrant to purchase 52,712 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(98)
|
Shares beneficially owned includes a warrant to purchase 4,079 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(99)
|
Shares beneficially owned includes a warrant to purchase 4,079 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(100)
|
Shares beneficially owned includes a warrant to purchase 2,824 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(101)
|
Shares beneficially owned includes a warrant to purchase 6,276 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(102)
|
Shares beneficially owned includes a warrant to purchase 5,178 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(103)
|
Shares beneficially owned includes a warrant to purchase 5,178 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(104)
|
Shares beneficially owned includes a warrant to purchase 117,661 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
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|
(105)
|
Shares beneficially owned includes a warrant to purchase 3,765 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
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|
|
(106)
|
Shares beneficially owned includes a warrant to purchase 2,196 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
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|
(107)
|
Shares beneficially owned includes a warrant to purchase 4,550 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(108)
|
Shares beneficially owned includes a warrant to purchase 4,550 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(109)
|
Shares beneficially owned includes a warrant to purchase 19,610 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
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|
|
(110)
|
Shares beneficially owned includes a warrant to purchase 15,688 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(111)
|
Shares beneficially owned includes a warrant to purchase 1,177 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(112)
|
Shares beneficially owned includes a warrant to purchase 3,922 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
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|
(113)
|
Shares beneficially owned includes a warrant to purchase 115,501 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
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|
(114)
|
Shares beneficially owned includes a warrant to purchase 74,158 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(115)
|
Shares beneficially owned includes a warrant to purchase 74,158 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(116)
|
Shares beneficially owned includes a warrant to purchase 60,419 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
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|
(117)
|
Shares beneficially owned includes a warrant to purchase 30,387 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
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|
(118)
|
Shares beneficially owned includes a warrant to purchase 18,612 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(119)
|
Shares beneficially owned includes a warrant to purchase 29,363 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
|
|
|
(120)
|
Shares beneficially owned includes a warrant to purchase 8,471 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
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|
|
(121)
|
Shares beneficially owned includes a warrant to purchase 3,677 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
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(122)
|
Shares beneficially owned includes a warrant to purchase 2,680 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
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(123)
|
Shares beneficially owned includes a warrant to purchase 2,038 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
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(124)
|
Shares beneficially owned includes a warrant to purchase 141,718 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
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(125)
|
Shares beneficially owned includes a warrant to purchase 39,891 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
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|
(126)
|
Shares beneficially owned includes a warrant to purchase 26,244 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
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(127)
|
Shares beneficially owned includes a warrant to purchase 2,100 shares of our common stock, which is fully exercisable for up to five (5) years from the date of purchase.
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PLAN OF DISTRIBUTION
The shares may
be sold from time to time by the selling stockholders, or by pledgees, donees, transferees or other successors in interest. Such
sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated transactions. The shares may be sold by one or more of
the following: (a) a block trade in which the broker-dealer so engaged will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker-dealer as principal
and resale by such broker-dealer for its account pursuant to this prospectus supplement and the accompanying prospectus; (c) an
exchange distribution in accordance with the rules of such exchange; (d) ordinary brokerage transactions and transactions
in which the broker solicits purchasers; and (e) any other method permitted pursuant to applicable law. In effecting sales, broker-dealers
engaged by the selling stockholders may arrange for other broker-dealers to participate in the resales.
In connection
with distributions of the shares or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers.
In connection with such transactions, broker-dealers may engage in short sales of the shares hereunder in the course of hedging
the positions they assume with selling stockholders. The selling stockholders may also sell shares short and redeliver the shares
to close out such short positions. The selling stockholders may also enter into option or other transactions with broker-dealers
which may require the delivery to the broker-dealer of the shares hereunder, which the broker-dealer may resell or otherwise transfer
pursuant to this prospectus supplement and the accompanying prospectus. The selling stockholder may also pledge the shares registered
hereunder to a broker-dealer and upon a default the broker-dealer may effect sales of the pledged shares pursuant to this prospectus
supplement and the accompanying prospectus.
A selling stockholder that is an entity
may elect to make a pro rata in-kind distribution of shares of our common stock to its members, partners or stockholders
pursuant to the registration statement of which this prospectus supplement forms a part by delivering the base prospectus and this
prospectus supplement. To the extent that such members, partners or stockholders are not affiliates of such selling stockholder,
such members, partners or stockholders would thereby receive freely tradeable shares of our common stock pursuant to the distribution
through a registration statement.
Rule 144
The selling stockholders may also resell
all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided
that they meet the criteria and conforms to the requirements of that rule.
The selling stockholders and any broker-dealers
that act in connection with the sale of securities may be deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act in connection with such sales, and any commissions received by such broker-dealers and any profit on the
resale of the securities sold by them while acting as principals may be deemed to be underwriting discounts or commissions under
the Securities Act. In the event that any selling stockholder is deemed to be an "underwriter" within the meaning of
Section 2(11) of the Securities Act, such selling stockholder will be subject to the prospectus delivery requirements of the
Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of
the shares against certain liabilities, including liabilities arising under the Securities Act.
DESCRIPTION OF CAPITAL STOCK
This section summarizes our authorized and
outstanding securities and certain of the provisions of our amended and restated certificate of incorporation and our amended and
restated bylaws.
General
The Company’s authorized capital stock
consists of 360,000,000 shares of capital stock, par value $0.0001 per share, of which 350,000,000 shares are common stock, par
value $0.0001 per share and 10,000,000 of preferred stock, par value $0.0001. As of July 6, 2018, the Company had 25,695,602
shares of common stock outstanding held by approximately 341 stockholders of record, and no shares of preferred stock outstanding.
Common Stock
The holders of our common stock (i) have
equal ratable rights to dividends from funds legally available, therefore, when, as and if declared by our Board; (ii) are
entitled to share in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding
up of our affairs; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking
fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders
may vote. Reference is made to the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and
the applicable statutes of the State of Delaware for a more complete description of the rights and liabilities of holders of the
Company's securities.
Preferred Stock
The Company has authorized 10,000,000 shares
of preferred stock. There is no preferred stock outstanding.
Non-cumulative Voting
Holders of shares of our common stock do
not have cumulative voting rights; meaning that the holders of 50.1% of the outstanding shares, voting for the election of directors,
can elect all of the directors to be elected, and, in such event, the holders of the remaining shares will not be able to elect
any of our directors.
Dividends
We have not paid any cash dividends to stockholders.
The declaration of any future cash dividend will be at the discretion of our Board and will depend upon our earnings, if any, our
capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present
intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Warrants
As of the date of this registration statement,
the Company has warrants outstanding, which entitle their holders to purchase (i) 1,702,216 shares of common stock, with a
term of five years and an exercise price of $3.18 per share, and (ii) 349,555 shares of common stock, with a term of five
years and an exercise price of $2.54 per share. Such warrants contain certain customary exceptions, as well as customary provisions
for adjustment in the event of stock splits, subdivision or combination, mergers, and similar business combinations.
Anti-Takeover Effects of Certain Provisions of Delaware Law
and Charter and Bylaw Provisions
Certain provisions of our amended and restated
certificate of incorporation and amended and restated bylaws could discourage potential acquisition proposals and could delay or
prevent a change in control. These provisions are intended to enhance the likelihood of continuity and stability in the composition
of our board of directors and in the policies formulated by our board of directors and to discourage certain types of transactions
that may involve an actual or threatened change of control. These provisions are designed to reduce our vulnerability to an unsolicited
acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However,
such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they
also may inhibit fluctuations in the market price of our Common Stock that could result from actual or rumored takeover attempts.
Such provisions also may have the effect of preventing changes in our management or delaying or preventing a transaction that might
benefit you or other minority stockholders.
Certain Limitations on Stockholder Actions.
Our bylaws will also impose some procedural requirements on stockholders who wish to:
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make nominations in the election of directors;
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propose that a director be removed;
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propose any repeal or change in our bylaws; or
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propose any other business to be brought before an annual or special meeting of stockholders.
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Under these procedural requirements, in
order to bring a proposal before a meeting of stockholders, a stockholder must deliver timely notice of a proposal pertaining to
a proper subject for presentation at the meeting to our corporate secretary along with the following:
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a description of the business or nomination to be brought before the meeting and the reasons for conducting such business at the meeting;
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the stockholder's name and address;
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any material interest of the stockholder in the proposal;
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the number of shares beneficially owned by the stockholder and evidence of such ownership; and
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the names and addresses of all persons with whom the stockholder is acting in concert and a description of all arrangements and understandings with those persons, and the number of shares such persons beneficially own.
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To be timely, a stockholder must generally
deliver notice not less than 90 days prior the anniversary date of the immediately preceding annual meeting of stockholders.
In order to submit a nomination for our
board of directors, a stockholder must also submit any information with respect to the nominee that we would be required to include
in a proxy statement, as well as some other information. If a stockholder fails to follow the required procedures, the stockholder's
proposal or nominee will be ineligible and will not be voted on by our stockholders.
LEGAL MATTERS
The validity of the shares of common stock
offered by this prospectus supplement and other legal matters will be passed upon for us by Wilson Sonsini Goodrich &
Rosati, PC, San Diego, California.
EXPERTS
The consolidated financial statements of
Monster Digital, Inc., as of December 31, 2017 and 2016, and for the years then ended, have been incorporated by reference
herein and in the registration statement, which includes an explanatory paragraph relating to the Company’s ability to continue
as a going concern, in reliance upon the report of CohnReznick LLP, independent registered public accounting firm, incorporated
by reference herein, and upon the authority of said firm as experts in accounting and auditing.
Mayer Hoffman McCann P.C., our independent
registered public accounting firm, has audited our balance sheets as of December 31, 2017 and 2016, and the related statements
of operations and comprehensive loss, stockholders’ deficit and cash flows for each of the two years in the period ended
December 31, 2017, as set forth in their report, which report expresses an unqualified opinion and includes an explanatory
paragraph relating to our ability to continue as a going concern. We have incorporated by reference the financial statements in
this registration statement in reliance on the report of Mayer Hoffman McCann P.C. given on their authority as experts in accounting
and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and other reports,
proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s
website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room at 100
F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, including any amendments to those
reports, and other information we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can
also be accessed free of charge at our website at http://www.innovatebiopharma.com. Such information is made available on our website
as soon as reasonably practicable after we electronically file it with or furnish it to the SEC. Information contained on our website
is not part of this prospectus supplement.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus supplement the information we file with the SEC, which means we may disclose important
information to you by referring you to other documents we file separately with the SEC. The information we incorporate by reference
is considered a part of this prospectus supplement. We hereby incorporate by reference the following documents:
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Innovate’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed on March 14, 2018, as amended on June 29, 2018;
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Innovate’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 15, 2018; and
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Innovate’s Current Reports on Form 8-K filed on January 5, January 11, February 2 (as amended on March 29, 2018, and April 18, 2018), February 22, February 23, March 14, April 20, May 15, June 18, and June 29, 2018.
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Any information in the foregoing documents
will automatically be deemed to be modified or superseded to the extent that information in this prospectus supplement modifies
or replaces such information. We also incorporate by reference any future filings (other than information furnished under Item
2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) made with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act until we file a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold. Information in such future filings shall be deemed to
update and supplement the information provided in this prospectus supplement, and any statements in such future filings will automatically
be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed
to be incorporated herein by reference to the extent that the statements in the later filed document modify or replace such earlier
statements.
You may obtain from us copies of the documents
incorporated by reference in this prospectus supplement, at no cost, by requesting them in writing or by telephone at:
Innovate Biopharmaceuticals, Inc.
8480 Honeycutt Road, Suite 120
Raleigh, NC 27615
(919) 275-1933
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