SUMMARY
This
summary highlights information contained elsewhere in this prospectus or incorporated by reference into this prospectus from our
Annual Report on Form 10-K for the year ended December 31, 2017 and our other filings with the SEC listed in the section
of this prospectus entitled “Incorporation of Documents By Reference.” This summary does not contain all of the information
you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the “Risk
Factors” section beginning on page 5 and our financial statements and the related notes thereto in our most recent Annual
Report on Form 10-K or Quarterly Report on Form 10-Q, which are incorporated by reference herein, before making an investment
decision.
COMPANY
OVERVIEW
CohBar,
Inc. (“CohBar,” “we,” “us,” “our,” “its” or the “Company”)
is an innovative biotechnology company and a leader in the research and development of mitochondria based therapeutics (MBTs),
an emerging class of drugs which may provide treatments for a wide range of diseases associated with aging and metabolic dysfunction,
including non-alcoholic steatohepatitis (NASH), obesity, type 2 diabetes mellitus (T2D), cancer, atherosclerosis, cardiovascular
disease and neurodegenerative diseases such as Alzheimer’s disease.
MBTs
originate from almost two decades of research by our founders, resulting in their discovery of a novel group of mitochondrial-derived
peptides (MDPs) encoded within the genome of mitochondria, the powerhouses of the cell. Some of these naturally occurring MDPs
and their analogs have demonstrated a range of biological activity and therapeutic potential in pre-clinical models across multiple
diseases associated with aging.
We
believe CohBar is the first mover in exploring the mitochondrial genome for therapeutically relevant peptides, and has developed
a proprietary MBT technology platform, using cell-based assays and animal models of disease, to rapidly identify mitochondrial
peptides with promising biological activity. Once identified, we deploy optimization techniques to improve the drug-like properties
of our MBT candidates, enabling us to match the most biologically promising peptides to disease indications that have substantial
unmet medical needs.
Our
lead MBT candidate for the potential treatment of NASH and obesity is CB4211, a novel optimized analog of our MOTS-c MDP. In July
2018, we announced the initiation of a Phase 1a/1b safety and biomarker study of CB4211. The double-blind, placebo-controlled
clinical study will initially assess the safety, tolerability, and pharmacokinetics of CB4211 following single and multiple-ascending
doses in healthy subjects. The final Phase 1b stage of the study will be an assessment of safety, tolerability, and activity in
obese subjects with non-alcoholic fatty liver diseases (NAFLD). Assessments will include changes in liver fat assessed by MRI-PDFF,
body weight, and biomarkers relevant to NASH and obesity.
We
are the exclusive licensee from the Regents of the University of California and the Albert Einstein College of Medicine of four
issued U.S. patents, four U.S. patent applications and several related international patent applications in various jurisdictions.
Our licensed patents and patent applications include claims that are directed to compositions comprising MDPs and their analogs
and/or methods of their use in the treatment of indicated diseases. We have also filed a non-provisional patent application under
the international patent cooperation treaty (PCT) with claims directed to both compositions comprising and methods of using novel
proprietary MDPs and their analogs. In addition, CohBar’s scientific team has more recently discovered over 100 additional
MDPs that have demonstrated a range of biological activities and therapeutic potential and filed more than 65 provisional patent
applications covering these newly discovered MDPs.
Our
ongoing research and development activities focus on identifying and advancing novel improved MDP analogs that have the greatest
therapeutic and commercial potential for development into drugs. We believe that the proprietary capabilities of our technology
platform combined with our scientific expertise and intellectual property portfolio provides a competitive advantage in our mission
to treat age-related diseases and extend healthy life spans through the advancement of MBTs as a new class of transformative drugs.
Our
scientific team includes the expertise of our founders, Dr. Pinchas Cohen, Dean of the Davis School of Gerontology at the
University of Southern California, and Dr. Nir Barzilai, Professor of Genetics and Director of the Institute for Aging Research
at the Albert Einstein College of Medicine, and is augmented by our co-founders, Dr. David Sinclair, Professor of Genetics
at Harvard Medical School, and Dr. John Amatruda, former Senior Vice President and Franchise Head for Diabetes and Obesity
at Merck Research Laboratories. Our research and development efforts are conducted under the leadership of our Chief Scientific
Officer, Dr. Kenneth Cundy, former Chief Scientific Officer at Xenoport, Inc. and Senior Director of Biopharmaceutics at Gilead
Sciences, Inc. Dr. Cundy is the co-inventor of several approved drugs including tenofovir, an antiretroviral drug that is marketed
globally in various combinations with other drugs for the treatment of HIV infection (Atripla®, Viread®, Complera®,
Stribild®, Truvada®), gabapentin enacarbil (Horizant®) for the treatment of RLS and post-herpetic neuralgia, and Nanocrystal®
technology, employed in several other approved drugs.
We
were formed as a limited liability company in the state of Delaware in 2007, and converted to a Delaware corporation in 2009.
We completed our initial public offering of common stock in January 2015 and our common stock is listed for trading on the Nasdaq
Capital Market under the symbol “CWBR”.
Our
laboratory and corporate headquarters are located in Menlo Park, California.
Business
Strategy
Our
strategic objective is to secure, maintain and exploit a leading scientific, commercial and intellectual property position in
the arena of mitochondria based therapeutics, with best-in-class treatments for diseases associated with aging and metabolic dysfunction.
The key elements of our strategy include:
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advancing
CB4211 through clinical trials;
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utilizing
our proprietary technology platform to continue identifying, assessing and optimizing new analogs of biologically active MDPs
and advancing research and development on those MBT candidates with the greatest therapeutic and commercial potential;
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developing
strategic partnerships with leading pharmaceutical companies and other organizations to advance our research programs and
future development and commercialization efforts;
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raising
capital to fund our operations, research and clinical development programs;
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minimizing
operating costs and related funding requirements for our research and development activities through careful program management
and cost-efficient relationships with academic partners, consultants and contract research organizations (CROs);
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continuing
to optimize our intellectual property portfolio to capture all novel therapeutically relevant peptides encoded within the
mitochondrial genome; and
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increasing
awareness and recognition of our team, assets, capabilities and opportunities within the investment and scientific communities.
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OUR
PIPELINE
Our
pipeline includes a number of MDPs and MBT candidates in different stages of pre-clinical and early clinical study. Our research
efforts are focused on identifying, assessing and optimizing new analogs of biologically active MDPs and advancing those candidates
with the greatest therapeutic and commercial potential.
CB4211
In
September 2016, we advanced two novel, optimized analogs of our MOTS-c MDP, CB4209 and CB4211, into IND-enabling studies as our
lead MBT candidates with potential for treatment of NASH and obesity. In November 2017 we announced the selection of CB4211 as
the final candidate for the remaining pre-IND studies. In July 2018, we announced the initiation of a Phase 1a/1b safety and biomarker
study of CB4211. The double-blind, placebo-controlled clinical study will initially assess the safety, tolerability, and pharmacokinetics
of CB4211 following single and multiple-ascending doses in healthy subjects. The final Phase 1b stage of the study will be an
assessment of safety, tolerability, and activity in obese subjects with non-alcoholic fatty liver diseases (NAFLD). Assessments
will include changes in liver fat assessed by MRI-PDFF, body weight, and biomarkers relevant to NASH and obesity.
CB4211
is a novel, optimized analog of MOTS-c, a naturally occurring mitochondrial peptide discovered by our founders and their academic
collaborators in 2012. Their research in cell-based assays and animal models indicated that MOTS-c plays a significant role in
the regulation of metabolism. Certain of the original MOTS-c studies were published in an article entitled “The Mitochondrial-Derived
Peptide, MOTS-c, Promotes Metabolic Homeostasis and Reduces Obesity and Insulin Resistance,” which appeared in the March
3, 2015 edition of the journal
Cell Metabolism
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In
pre-clinical models, both CB4209 and CB4211 demonstrated significant therapeutic potential for the treatment of NASH, showing
improvements in triglyceride levels, as well as favorable effects on liver enzyme markers associated with NAFLD and NASH. Both
CB4209 and CB4211 also demonstrated significant therapeutic potential for the treatment of obesity, demonstrating significantly
greater weight loss together with more selective reduction of fat mass versus lean mass in head-to-head comparison to a market-leading
obesity drug in diet induced obese (DIO) mice. The therapeutic effects of CB4209 and CB4211 have been further evaluated in the
well-established preclinical STAM™ mouse model of NASH. In this model, treatment with CB4209 or CB4211 resulted in a significant
reduction of the non-alcoholic fatty liver disease activity score, or NAS, a composite measure of steatosis (fat accumulation),
inflammation and hepatocyte ballooning (cellular injury). Data from these studies were presented at the American Association for
the Study of Liver Disease (AASLD) 2017 Liver Meeting® in October, 2017.
In
addition to the therapeutic potential indicated by the pre-clinical models described above, Data were presented at the 2018 American
Diabetes Association meeting providing in vitro evidence that CB4211 inhibits adipocyte lipolysis, a process that is foundational
in the development of liver steatosis, through an insulin-dependent mechanism. These data provide a potential mechanistic explanation
for previous observations in vivo, including efficacy of CB4211 in animal models of NASH, and anti-steatotic effects on livers
of mice on a high fat diet, where a corresponding reduction in circulating fat and biomarkers of liver damage was also observed.
The activity of CB4211 appears to be specific to sensitizing insulin action on the insulin receptor.
Investigational
Programs
Our
R&D pipeline also includes the MDPs described below. Our pre-clinical activities with respect to these peptides are focused
on identifying and optimizing those MDPs and their analogs that demonstrate the greatest commercial and therapeutic potential
as MBTs.
New
MDP Analogs
: Our internal discovery efforts have resulted in identification of more than 100 previously unidentified peptides
encoded within the mitochondrial genome. These MDPs and their analogs have demonstrated various degrees of biological activity
in a wide range of cell based and/or animal models relevant to diseases, such as NASH, obesity, T2D, cancer, cardiovascular disease
and Alzheimer’s disease.
SHLP
Analogs
: Our founders and their academic collaborators discovered several peptides encoded within the mitochondrial genome
with a similar origin to humanin, the first discovered peptide; we refer to these as small humanin-like peptides, or SHLPs. In
cancer treatment models conducted by our founders and their collaborators, both in cell culture and in mice, SHLP-6 demonstrated
suppression of cancer progression via mechanisms involving both suppression of tumor angiogenesis (blood vessel development) and
induction of apoptosis (cancer cell death). There is also preclinical evidence to suggest that SHLP-2 has protective effects against
neuronal toxicity. Certain of the SHLP studies were published in a research paper entitled “Naturally occurring mitochondrial-derived
peptides are age-dependent regulators of apoptosis, insulin sensitivity, and inflammatory markers,” which appeared in the
April 2016 edition of the journal
Aging
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Humanin
Analogs
: Humanin has demonstrated protective effects in various animal models of age-related diseases, including Alzheimer’s
disease, atherosclerosis, myocardial and cerebral ischemia and T2D. Humanin levels in humans have been shown to decline with age,
and elevated levels of humanin together with lower incidence of age-related diseases have been observed in centenarians as well
as their offspring.
In vitro
studies with humanin and humanin analogs have demonstrated protective effects against
neuronal toxicity suggesting that a humanin analog may have potential for development as an MBT treatment for neurodegenerative
diseases such as Alzheimer’s disease.
All
of our pipeline MDPs and MBT candidates are in the pre-clinical or, with respect to CB4211, the early clinical stages of development,
and there is no guarantee that the activity demonstrated in pre-clinical models will be shown in human testing.
OUR
TECHNOLOGY PLATFORM
Our
proprietary technology platform is designed to rapidly identify therapeutically relevant peptides encoded within the mitochondrial
genome, to evaluate their biological activity, and to develop these peptides into novel MBTs that have the potential to treat
diseases with major unmet medical needs. We believe our technology platform provides multiple opportunities for value creation.
Our multiplexed peptide optimization process is designed to discover numerous potential drug candidate opportunities with near
term value. These drug candidates can be internally developed by CohBar or advanced through strategic partnerships with larger
pharmaceutical companies. At the same time, our strategy of capturing the most valuable MBT space by aggressively filing for broad
intellectual property coverage is designed to secure CohBar’s leadership role in the field and protect our ability to create
additional value in the future.
We
use a broad range of proprietary activity screens to assess the therapeutic potential of our novel peptides and to prioritize
our development opportunities. Some of our novel peptides have demonstrated promising biological effects in a variety of in vitro
and/or in vivo models of age-related diseases. We are prioritizing our novel peptides by assessing their activity in areas such
as metabolic regulation, oxidative stress, cellular energy levels, cell proliferation, cell death, cellular protection, carbohydrate
metabolism, lipid metabolism, body weight, regulation of body fat, insulin sensitivity, regulation of glucose, glucose tolerance,
and liver function.
Corporate
Information
Our
Company was formed as a Delaware limited liability company on October 19, 2007. We converted to a Delaware corporation under
the provisions of the Delaware Limited Liability Company Act and the Delaware General Corporation Law on September 16, 2009.
Our principal executive offices are located at 1455 Adams Dr., Suite 2050, Menlo Park, CA 94025. Our telephone number is (650)
446-7888. We maintain a website at www.cohbar.com. The information contained on, connected to or that can be accessed via our
website is not a part of, and is not incorporated into, this prospectus and the inclusion of our website address in this prospectus
is an inactive textual reference only. We have no subsidiaries.
THE
OFFERING
Common
stock offered by the selling stockholders
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780,500
shares of our common stock may be offered from time to time by the selling stockholders identified in this prospectus. The
shares are issuable upon the exercise of common stock purchase warrants having an exercise price of $5.30 per share.
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Shares
outstanding
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As
of the date of this prospectus, we had an aggregate of 42,463,796 shares of common stock outstanding.
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Use
of proceeds
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We
will not receive any proceeds from the sale of shares in this offering.
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Risk
factors
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You
should read the “Risk Factors” section of this prospectus for a discussion of factors to consider carefully before
deciding to invest in shares of our common stock.
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Ticker
symbols
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Our
common stock is traded on the Nasdaq Capital Market under the symbol “CWBR.”
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The
number of shares of our common stock outstanding excludes the following:
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5,525,834
shares of our common stock issuable upon the exercise of stock options outstanding as of July 26, 2018 at a weighted average
exercise price of $2.03 per share;
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5,039,205
shares of our common stock issuable upon exercise of warrants outstanding as of July 26, 2018 at a weighted average exercise
price of $2.37 per share; and
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3,777,712
shares of our common stock available for future issuance under our 2011 Equity Incentive Plan, as of July 26, 2018.
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Unless
otherwise indicated, all information in this prospectus assumes no exercise of the outstanding options or warrants described above.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before making any investment decision, you should carefully consider
the risk factors, under the caption “Risk Factors” in our most recent annual report on Form 10-K and our subsequent
quarterly reports on Form 10-Q, which are incorporated by reference in this prospectus, as well as in any applicable prospectus
supplement, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
These
risks could materially affect our business, results of operation or financial condition and affect the value of our securities.
Additional risks and uncertainties that are not yet identified may also materially harm our business, operating results and financial
condition and could result in a complete loss of your investment. You could lose all or part of your investment. For more information,
see “Where You Can Find More Information.”
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, including “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking
statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking
statements”). Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they
are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies,
projections, anticipated events, and trends, the economy and other future conditions. In some cases you can identify these statements
by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “could,” “should,” “would,” “project,”
“plan,” “expect,” “goal,” “seek,” “future,” “likely” or
the negative or plural of these words or similar expressions. These forward-looking statements include, but are not limited to,
the following:
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statements
regarding anticipated outcomes of research, pre-clinical and clinical trials for CB4211 or other MBT candidates;
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expectations
regarding the future market for any drug we may develop;
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expectations
regarding the growth of MBTs as a significant future class of therapeutic products;
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statements
regarding the anticipated therapeutic properties of drug development candidates derived from MDPs;
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expectations
regarding our ability to effectively protect our intellectual property;
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statements
concerning perceived competitive advantages and our ability to defend competitive advantages;
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expectations
regarding timeframes associated with clinical trials and development of CB4211, including timeframes for completion and anticipated
outcomes and of our phase 1 a/b clinical trial for CB4211; and
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expectations
regarding our ability to attract and retain qualified employees and key personnel.
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Because
forward-looking statements relate to the future, they are subject to a number of risks, uncertainties and assumptions, which are
difficult to predict and many of which are outside of our control, including those described in “Risk Factors.” Moreover,
we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for
our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in
this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the
forward-looking statements. Important factors that could cause our actual results to differ materially from those indicated in
the forward-looking statements include, among other things, the following:
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our
ability to successfully produce interim results from a clinical trial of CB4211 and whether such results will be predictive
of the final results of the trial or results of early clinical studies, and whether such results will be indicative of the
results of future studies;
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our
ability to obtain required regulatory approvals to develop and market our product candidates;
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our
ability to raise additional capital on favorable terms;
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our
ability to execute our research and development plan on time and on budget;
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our
ability to obtain commercial partners;
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our
ability, whether alone or with commercial partners, to successfully develop and commercialize a product candidate;
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our
ability to identify and develop additional drug candidates; and
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other
risk factors included under “Risk Factors” in this prospectus.
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This
list is not exhaustive of the factors that may affect our forward-looking statements. You should not rely upon forward-looking
statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected
in the forward-looking statements will be achieved or occur. Any forward-looking statement made by us in this prospectus is based
only on information currently available to us and speaks only as of the date on which it is made. Moreover, except as required
by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements.
Except as required by applicable law, we undertake no obligation to update publicly any forward-looking statements for any reason
after the date of this prospectus to conform these statements to actual results or to changes in our expectations.
USE
OF PROCEEDS
We
are filing the registration statement of which this prospectus is a part to permit holders of the shares of our common stock described
in the section entitled “Selling Stockholders” to resell such shares. We will not receive any proceeds from the resale
of any shares offered by this prospectus by the selling stockholders.
The
selling stockholders will pay any underwriting discounts and commissions and expenses incurred by such selling stockholders for
brokerage, accounting, tax or legal services or any other expenses incurred by such selling stockholders in disposing of the shares.
We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus,
including, without limitation, all registration, filing and exchange listing fees, and fees and expenses of our counsel and our
auditors.
DESCRIPTION
OF CAPITAL STOCK
The
following is a summary of our capital stock and certain provisions of our Third Amended and Restated Certificate of Incorporation
(“Certificate of Incorporation”) and Amended and Restated Bylaws (“Bylaws”). This summary does not purport
to be complete and is qualified in its entirety by the provisions of our Certificate of Incorporation, our Bylaws, and applicable
provisions of the Delaware General Corporation Law.
See
“Where You Can Find More Information” elsewhere in this prospectus for information on where you can obtain copies
of our Certificate of Incorporation and Bylaws, which have been filed with and are publicly available from the SEC.
Our
authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred
stock, par value $0.001 per share. Currently, we have no other authorized class of stock.
DESCRIPTION
OF COMMON STOCK
As
of the date of this prospectus, we had an aggregate of 42,463,796 shares of our common stock outstanding. Our outstanding capital
stock was held by approximately 72 stockholders of record as of the date of this prospectus. This number does not include beneficial
owners whose shares are held by nominees in street name.
Dividend
Rights
Subject
to any preferences that may be applicable to any then outstanding shares of preferred stock, holders of our common stock are entitled
to receive dividends of cash, property or shares of our capital stock that we pay or distribute out of funds legally available
if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that
our board of directors may determine.
Voting
Rights
Each
holder of our common stock is entitled to one vote for each share of common stock held by such holder on all matters on which
stockholders generally are entitled to vote, provided that holders of common stock are not entitled to vote on amendments to our
Certificate of Incorporation related solely to the terms of one or more outstanding series of preferred stock if the holders of
such series are entitled to vote thereon, unless required by law. Our stockholders do not have cumulative voting rights in the
election of directors. Accordingly, subject to the preferences that may be applicable to any then outstanding shares of preferred
stock, holders of a majority of the voting shares are able to elect all of the directors.
Liquidation
In
the event of our dissolution or liquidation, whether voluntary or involuntary, holders of our common stock will be entitled to
share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other
liabilities and subject to any preferential or other rights of any then outstanding shares of preferred stock.
Rights
and Preferences
Holders
of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund
provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject
to and may be adversely affected by the rights of the holders of shares of any series of our preferred stock that we may designate
in the future.
Authorized
but Unissued Shares
The
authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval,
subject to any limitations imposed by the listing standards of the Nasdaq Capital Market, or any other exchange or quotation service
on which our stock may be traded. These additional shares may be used for a variety of corporate finance transactions, acquisitions
and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make
more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Transfer
Agent and Registrar
The
main transfer agent and registrar for our common stock is AST Trust Company (Canada) in Vancouver, British Columbia, and the co-transfer
agent and co-registrar for our common stock is American Stock Transfer & Trust Company, LLC in New York, New York.
Stock
Exchange Listing
Our
common stock is traded on the Nasdaq Capital Market under the symbol “CWBR.”
Delaware
Anti-Takeover Law, Provisions of our Certificate of Incorporation and Bylaws
Delaware
Anti-Takeover Law
We
are subject to Section 203 of the Delaware General Corporation Law. Section 203 generally prohibits a public Delaware corporation
from engaging in a “business combination” with an “interested stockholder” for a period of three years
after the date of the transaction in which the person became an interested stockholder, unless:
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prior
to the date of the transaction, the board of directors of the corporation approved either the business combination or the
transaction which resulted in the stockholder becoming an interested stockholder;
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the
interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced,
excluding for purposes of determining the number of shares outstanding (i) shares owned by persons who are directors and also
officers and (ii) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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on
or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual
or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding
voting stock which is not owned by the interested stockholder.
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Section
203 defines a business combination to include:
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any
merger or consolidation involving the corporation and the interested stockholder;
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any
sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
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subject
to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation
to the interested stockholder; or
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the
receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits
provided by or through the corporation.
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In
general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding
voting stock of the corporation and any entity or person affiliated with, or controlling, or controlled by, the entity or person.
The term “owner” is broadly defined to include any person that, individually, with or through that person’s
affiliates or associates, among other things, beneficially owns the stock, or has the right to acquire the stock, whether or not
the right is immediately exercisable, under any agreement or understanding or upon the exercise of warrants or options or otherwise
or has the right to vote the stock under any agreement or understanding, or has an agreement or understanding with the beneficial
owner of the stock for the purpose of acquiring, holding, voting or disposing of the stock.
The
restrictions in Section 203 do not apply to corporations that have elected, in the manner provided in Section 203, not to be subject
to Section 203 of the Delaware General Corporation Law or, with certain exceptions, which do not have a class of voting stock
that is listed on a national securities exchange or held of record by more than 2,000 stockholders. Our Certificate of Incorporation
and Bylaws do not opt out of Section 203.
Section
203 could delay or prohibit mergers or other takeover or change in control attempts with respect to us and, accordingly, may discourage
attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price
above the prevailing market price.
Certificate
of Incorporation and Bylaws
Provisions
of our Certificate of Incorporation and Bylaws may delay or discourage transactions involving an actual or potential change in
our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their
shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions
could adversely affect the price of our common stock. Among other things, our Certificate of Incorporation and Bylaws:
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permit
our board of directors to issue up to 5,000,000 shares of preferred stock, without further action by the stockholders, with
any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change
in control;
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provide
that the authorized number of directors may be changed only by resolution of the board of directors;
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provide
that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative
vote of a majority of directors then in office, even if less than a quorum;
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do
not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled
to vote in any election of directors to elect all of the directors standing for election, if they should so choose); and
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set
forth an advance notice procedure with regard to the nomination, other than by or at the direction of our board of directors,
of candidates for election as directors and with regard to business to be brought before a meeting of stockholders.
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SELLING
STOCKHOLDERS
The
following table was prepared as of July 26, 2018, on the basis of information available to us on that date, and details the name
of each selling stockholder, the number of shares owned by that selling stockholder, and the number of shares that may be offered
by each selling stockholder for resale under this prospectus. The selling stockholders may sell up to 780,500 shares of our common
stock under this prospectus. Because each selling stockholder may offer all, some or none of the shares it holds, and because,
based upon information provided to us, there are currently no agreements, arrangements or understandings with respect to the sale
of any of the shares, no definitive estimate as to the number of shares that will be held by each selling stockholder after the
offering can be provided. The following table has been prepared on the assumption that all shares offered under this prospectus
will be sold to parties unaffiliated with the selling stockholders.
Name of Selling Stockholder
|
|
Number of Shares Owned
Prior to
Offering (1)
|
|
|
Shares Included in Prospectus
|
|
|
Number of Shares of Common Stock Owned After the Offering
|
|
|
Percentage Ownership after Completion of Offering (2)(3)
|
|
Nancy Graham (6)
|
|
|
76,500
|
|
|
|
30,000
|
|
|
|
46,500
|
|
|
|
*
|
|
Brian Bayley (7)
|
|
|
440,000
|
|
|
|
80,000
|
|
|
|
360,000
|
|
|
|
*
|
|
Eric Hemel (8)
|
|
|
535,000
|
|
|
|
75,000
|
|
|
|
460,000
|
|
|
|
1.1
|
%
|
KRE Trust (9)
|
|
|
200,000
|
|
|
|
20,000
|
|
|
|
180,000
|
|
|
|
*
|
|
Jill Ann Anderson (10)
|
|
|
1,439,022
|
|
|
|
22,500
|
|
|
|
1,416,522
|
|
|
|
3.3
|
%
|
Robert Anderson (11)
|
|
|
1,439,022
|
|
|
|
22,500
|
|
|
|
1,416,522
|
|
|
|
3.3
|
%
|
The O'Donnell Family Trust (12)
|
|
|
187,000
|
|
|
|
5,000
|
|
|
|
182,000
|
|
|
|
*
|
|
Keith F. Pinsoneault (13)
|
|
|
60,000
|
|
|
|
22,500
|
|
|
|
37,500
|
|
|
|
*
|
|
Steven P. Carroll and Jessica L. Carroll 1998 Trust (14)
|
|
|
287,300
|
|
|
|
20,000
|
|
|
|
267,300
|
|
|
|
*
|
|
Michael Cantor (15)
|
|
|
153,334
|
|
|
|
20,000
|
|
|
|
133,334
|
|
|
|
*
|
|
Jeffrey Biunno (4)(16)
|
|
|
414,960
|
|
|
|
1,500
|
|
|
|
413,460
|
|
|
|
1.0
|
%
|
Marco & Sabrina Hellman Family Trust (17)
|
|
|
1,105,975
|
|
|
|
45,000
|
|
|
|
1,060,975
|
|
|
|
2.5
|
%
|
Hellman Children's LLC (18)
|
|
|
431,668
|
|
|
|
15,000
|
|
|
|
416,668
|
|
|
|
1.0
|
%
|
Miriam Hinrich (19)
|
|
|
383,334
|
|
|
|
50,000
|
|
|
|
333,334
|
|
|
|
*
|
|
PENSCO Trust Company LLC, Custodian FBO Floyd R Ganassi SEP IRA (20)
|
|
|
229,798
|
|
|
|
36,000
|
|
|
|
193,798
|
|
|
|
*
|
|
Hilary H. Davis Beneficiary Craig Hope (DECD) WFCS Custodian Bene Trad IRA (21)
|
|
|
110,000
|
|
|
|
10,000
|
|
|
|
100,000
|
|
|
|
*
|
|
Jon Stern (4)(5)(22)
|
|
|
2,075,719
|
|
|
|
28,000
|
|
|
|
2,047,719
|
|
|
|
4.8
|
%
|
Simon Allen (4)(23)
|
|
|
729,720
|
|
|
|
2,000
|
|
|
|
727,720
|
|
|
|
1.7
|
%
|
Mark J. Blumenthal (24)
|
|
|
169,168
|
|
|
|
15,000
|
|
|
|
154,168
|
|
|
|
*
|
|
The Feldman Family Trust (25)
|
|
|
28,000
|
|
|
|
8,000
|
|
|
|
20,000
|
|
|
|
*
|
|
Allen Family Superannuation Fund (26)
|
|
|
28,333
|
|
|
|
15,000
|
|
|
|
13,333
|
|
|
|
*
|
|
Albion J. Fitzgerald (5)(27)
|
|
|
2,634,566
|
|
|
|
75,000
|
|
|
|
2,559,566
|
|
|
|
6.0
|
%
|
Lisa Zumpano (28)
|
|
|
302,000
|
|
|
|
105,000
|
|
|
|
197,000
|
|
|
|
*
|
|
Colin Rothery (29)
|
|
|
228,800
|
|
|
|
20,000
|
|
|
|
208,800
|
|
|
|
*
|
|
Greg Bonkowski (30)
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
-
|
|
|
|
-
|
|
Rick Langer (31)
|
|
|
25,000
|
|
|
|
20,000
|
|
|
|
5,000
|
|
|
|
*
|
|
MSN Investments, Inc. (32)
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
-
|
|
|
|
-
|
|
(1)
|
The
number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the
information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership
includes any shares as to which the selling stockholders has sole or shared voting power or investment power and also any
shares which the selling stockholders has the right to acquire within 60 days.
|
|
|
(2)
|
This
percentage is based upon 42,463,796 shares issued and outstanding as of July 20, 2018, plus the additional shares that the
selling stockholder is deemed to beneficially own.
|
|
|
(3)
|
Assumes
the sale of all shares of common stock registered pursuant to this prospectus, although the selling stockholders are under
no obligations known to us to sell any shares of common stock at this time.
|
|
|
(4)
|
The
selling stockholder is an officer of the Company.
|
(5)
|
The
selling stockholder is a director of the Company.
|
|
|
(6)
|
Shares
of common stock included in the prospectus represents 30,000 shares of common stock underlying currently exercisable warrants
held of record by Nancy L. Graham Living Trust.
|
(7)
|
Shares
of common stock owned prior to the offering includes 265,000 shares of common stock underlying currently exercisable warrants
not included in this prospectus. Shares of common stock included in the prospectus represents 80,000 shares of common stock
underlying currently exercisable warrants.
|
|
|
(8)
|
Shares
owned prior to the offering includes 75,000 shares of common stock underlying currently exercisable warrants not included
in this prospectus. Shares of common stock included in the prospectus represents 75,000 shares of common stock underlying
currently exercisable warrants held of record by Pensco Trust Company LLC Custodian FBO Eric Hemel Roth IRA.
|
(9)
|
Shares
of common stock included in the prospectus represents 20,000 shares of common stock underlying currently exercisable warrants.
Kurt Maier is the beneficial owner of securities held of record by the KRE Trust.
|
(10)
|
Shares
of common stock owned prior to the offering includes (i) 33,340 shares of common stock and 33,340 shares of common stock underlying
currently exercisable warrants not included in this prospectus and held of record by Jill Ann Anderson Charles Schwab Cust
SEP-IRA, (ii) 16,700 shares of common stock and 16,700 shares of common stock underlying currently exercisable warrants not
included in this prospectus and held of record by Anderson Living Trust U/A DTD 08/20/1999, (iii) 90,000 shares underlying
currently exercisable warrants not included in this prospectus and held of record by Robert Anderson; and (iv) 857,150 shares
held of record by Merrill Lynch f/b/o Robert Anderson. Shares of common stock included in this prospectus represents 22,500
shares of common stock underlying currently exercisable warrants held of record by Anderson Living Trust U/A DTD 08/20/1999.
Jill Ann Anderson is a beneficial owner of those securities beneficially owned by her husband, Robert Anderson, and the Anderson
Living Trust U/A DTD 8/20/1999.
|
|
|
(11)
|
Shares
of common stock owned prior to the offering includes (i) 33,340 shares of common stock and 33,340 shares of common stock underlying
currently exercisable warrants not included in this prospectus and held of record by Jill Ann Anderson Charles Schwab Cust
SEP-IRA, (ii) 16,700 shares of common stock and 16,700 shares of common stock underlying currently exercisable warrants not
included in this prospectus and held of record by Anderson Living Trust U/A DTD 08/20/1999, (iii) 90,000 shares underlying
currently exercisable warrants not included in this prospectus; and (iv) 857,150 shares held of record by Merrill Lynch f/b/o
Robert Anderson. Shares of common stock included in this prospectus represents 22,500 shares of common stock underlying currently
exercisable warrants held of record by Anderson Living Trust U/A DTD 08/20/1999. Robert Anderson is a beneficial owner of
those securities beneficially owned by his wife, Jill Ann Anderson, and the Anderson Living Trust U/A DTD 8/20/1999.
|
(12)
|
Shares
of common stock owned prior to the offering includes 50,000 shares of common stock underlying currently exercisable warrants
not included in this prospectus. Shares of common stock included in the prospectus represents 5,000 shares of common stock
underlying currently exercisable warrants. William Malcolm O’Donnell, Jr. and Gail O’Donnell are the beneficial
owners of the O’Donnell Family Trust.
|
|
|
(13)
|
Shares
of common stock owned prior to the offering includes 50,000 shares of common stock underlying currently exercisable warrants
not included in this prospectus. Shares of common stock included in the prospectus represents 22,500 shares of common stock
underlying currently exercisable warrants.
|
|
|
(14)
|
Shares
of common stock included in the prospectus represents 20,000 shares of common stock underlying currently exercisable warrants.
Steven P. Carroll and Jessica L. Carroll are the beneficial owners of securities held of record by the Steven P. Carroll and
Jessica L. Carroll 1998 Trust.
|
|
|
(15)
|
Shares
owned prior to this offering includes 66,667 shares of common stock underlying currently exercisable warrants not included
in this prospectus. Shares included in this prospectus represents 20,000 shares of common stock underlying currently exercisable
warrants.
|
(16)
|
Shares
of common stock owned prior to the offering includes (i) 403,960 shares of common stock subject to stock options exercisable
within 60 days of July 20, 2018, (ii) 1,000 shares of common stock held in an account of Mr. Biunno’s daughter, and
(iii) 10,000 shares held in Mr. Biunno’s own account. Shares of common stock included in the prospectus represents 1,500
shares of common stock underlying currently exercisable warrants.
|
|
|
(17)
|
Shares
of common stock owned prior to the offering includes 100,000 shares underlying currently exercisable warrants not included
in this prospectus. Shares of common stock included in the prospectus represents 45,000 shares of common stock underlying
currently exercisable warrants. Marco W. Hellman and Sabrina Harryman Hellman are the beneficial owners of securities held
of record by the Marco & Sabrina Hellman Family Trust.
|
|
|
(18)
|
Shares
of common stock owned prior to the offering includes 33,334 shares of common stock underlying currently exercisable warrants
not included in this prospectus. Shares of common stock included in the prospectus represents 15,000 shares of common stock
underlying currently exercisable warrants.
|
|
|
(19)
|
Shares
of common stock owned prior to the offering includes 166,667 shares of common stock underlying currently exercisable warrants
not included in this prospectus. Shares of common stock included in the prospectus represents 50,000 shares of common stock
underlying currently exercisable warrants held of record by Hinrich Investments Limited.
|
(20)
|
Shares
of common stock owned prior to the offering includes 80,000 shares of common stock underlying currently exercisable warrants
not included in this prospectus. Shares of common stock included in the prospectus represents 36,000 shares of common
stock underlying currently exercisable warrants.
|
|
|
(21)
|
Shares
of common stock owned prior to the offering includes 50,000 shares of common stock underlying currently exercisable warrants
not included in this prospectus. Shares of common stock included in the prospectus represents 10,000 shares of common stock
underlying currently exercisable warrants. Hilary H. Davis is the beneficial owner of securities held of record by Hilary
H. Davis Beneficiary Craig Hope (DECD) WFCS Custodian Bene Trad IRA.
|
(22)
|
Shares
of common stock owned prior to the offering includes (i) 563,662 shares of common stock subject to stock options exercisable
within 60 days of July 20, 2018, (ii) 900,075 shares of common stock underlying currently exercisable warrants not included
in this prospectus, and (iii) 22,000 shares of common stock held in accounts of Mr. Stern’s children. Shares of common
stock included in this prospectus represents (i) 20,000 shares of common stock underlying currently exercisable warrants and
(ii) 8,000 shares of common stock underlying currently exercisable warrants held of record by Alfred’s Trust under Beatrice
Stern Special Trust No. 2.
|
(23)
|
Shares
of common stock owned prior to the offering includes (i) 10,000 shares of common stock underlying currently exercisable warrants
not included in this prospectus, and (ii) 707,520 shares of common stock subject to stock options exercisable within 60 days
of July 20, 2018. Shares of common stock included in this prospectus represents 2,000 shares of common stock underlying currently
exercisable warrants.
|
|
|
(24)
|
Shares
of common stock owned prior to the offering includes 33,334 shares of common stock underlying currently exercisable warrants
held of record by The Blumenthal Living Trust. Shares of common stock included in the prospectus represents 15,000 shares
of common stock underlying currently exercisable warrants held of record by The Blumenthal Living Trust. Mark J. Blumenthal
and Susan O. Blumenthal are the beneficial owners of The Blumenthal Living Trust.
|
|
|
(25)
|
Shares
of common stock owned prior to the offering includes 20,000 shares of common stock underlying currently exercisable warrants
not included in this prospectus. Shares of common stock included in the prospectus represents 8,000 shares of common stock
underlying currently exercisable warrants. Andrew Feldman and Jeri Feldman are the beneficial owners of The Feldman Family
Trust.
|
|
|
(26)
|
Shares
of common stock included in the prospectus represents 15,000 shares of common stock underlying currently exercisable warrants.
Kenneth Craig Allen and Jill Sherwood Allen are the beneficial owners of the securities held of record by Allen Family Superannuation
Fund.
|
(27)
|
Shares
of common stock owned prior to the offering includes (i)456,250 shares of common stock subject to stock options exercisable
within 60 days of July 20, 2018 and (ii) 6,982 shares of common stock underlying currently exercisable warrants not included
in this prospectus. Shares of common stock included in this prospectus represents 75,000 shares of common stock underlying
currently exercisable warrants.
|
|
|
(28)
|
Shares
owned prior to this offering include 40,000 shares of common stock underlying currently exercisable warrants held of record
by Brian McAlister not included in this prospectus. Shares of common stock included in the prospectus represents 105,000 shares
of common stock underlying currently exercisable warrants held of record by RBC Dominion Securities in Trust for Lisa Zumpano.
Lisa Zumpano is a beneficial owner of those securities beneficially owned by her husband, Brian McAlister.
|
|
|
(29)
|
Shares
of common stock included in the prospectus represents 20,000 shares of common stock underlying currently exercisable warrants
held of record by Canaccord Genuity Corp. ITF Colin Rothery.
|
|
|
(30)
|
Shares
of common stock included in the prospectus represents 20,000 shares of common stock underlying currently exercisable warrants.
|
|
|
(31)
|
Shares
of common stock included in the prospectus represents 20,000 shares of common stock underlying currently exercisable warrants
held of record by Canaccord Genuity Corp. ITF Rick Langer.
|
|
|
(32)
|
Shares
of common stock included in the prospectus represents 20,000 shares of common stock underlying currently exercisable warrants.
|
*
|
Less
than 1%, unless otherwise specified.
|
None
of the selling stockholders, other than those identified by disclosure above, has, or within the past three years has had, any
position, office or material relationship with us or with any of our predecessors or affiliates.
PLAN
OF DISTRIBUTION
The
selling stockholders are offering from time to time 780,500 shares of our common stock. Subject to contractual restrictions imposed
on certain affiliated selling stockholders described below, the selling stockholders and any of their pledgees, donees, assignees
and successors-in-interest may, from time to time, sell any or all of their shares of our common stock being offered under this
prospectus on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These
sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when disposing
of shares:
|
●
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
●
|
block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
|
|
●
|
purchases
by a broker-dealer as principal and resales by the broker-dealer for its account;
|
|
●
|
an
exchange distribution in accordance with the rules of the applicable exchange;
|
|
●
|
privately
negotiated transactions;
|
|
●
|
to
cover short sales made after the date that the registration statement, of which this prospectus is a part, is declared effective
by the Commission;
|
|
●
|
broker-dealers
may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;
|
|
●
|
a
combination of any of these methods of sale; and
|
|
●
|
any
other method permitted pursuant to applicable law.
|
The
shares may also be sold under Rule 144 or Regulation S under the Securities Act of 1933, as amended (“Securities Act”),
if available, rather than under this prospectus. The selling stockholders have the sole and absolute discretion not to accept
any purchase offer or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time.
The
selling stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling
security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.
Broker-dealers
engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to
the extent permitted by applicable law.
If
sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective
amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required
to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales.
The
selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may
be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions
received by these broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Any broker-dealers or agents that are deemed to be underwriters may not sell
shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their
underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective
amendment to the registration statement of which this prospectus is a part.
The
selling stockholders and any other persons participating in the sale or distribution of the shares offered under this prospectus
will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and
the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit
the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under
Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and
other activities with respect to those securities for a specified period of time prior to the commencement of such distributions,
subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares.
If
any of the shares of common stock offered for resale pursuant to this prospectus are transferred other than pursuant to a sale
under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement
is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion
of the shares offered under this prospectus.
LEGAL
MATTERS
The
validity of the shares of common stock offered hereby is being passed upon for us by Garvey Schubert Barer, P.C.
EXPERTS
Our
financial statements as of December 31, 2017 and 2016, and for the years then ended, incorporated by reference in this prospectus
have been audited by Marcum LLP, an independent registered public accounting firm, as set forth in their report, and are included
in reliance on such report given on the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We
file reports and other information with the SEC as required by the Exchange Act. You can find, copy and inspect information we
file at the SEC’s public reference room, which is located at 100 F Street, N.E., Room 1580, Washington, DC 20549. Please
call the SEC at 1-800-SEC-0330 for more information about the operation of the SEC’s public reference room. You can review
our electronically filed reports and other information that we file with the SEC on the SEC’s web site at http://www.sec.gov
or on our web site at http://www.elevenbio.com.
This
prospectus is part of a registration statement that we filed with the SEC. The registration statement contains more information
than this prospectus regarding us and the securities, including exhibits and schedules. You can obtain a copy of the registration
statement from the SEC at any address listed above or from the SEC’s web site.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that
we can disclose important information to you by referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus.
Information
in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus.
We
incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information
or documents listed below that we have filed with the SEC.
|
●
|
our
Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the Commission on April 2, 2018, including
information specifically incorporated into the Registrant’s Form 10-K from the Registrant’s definitive proxy statement
on Schedule 14A, as filed with the Commission on April 25, 2018, as supplemented on June 8, 2018;
|
|
●
|
our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, as filed with the Commission on May 15, 2018;
|
|
|
|
|
●
|
our
Current Reports on Form 8-K filed on March 26, 2018; March 29, 2018; April 2, 2018; April 13, 2018; April 20, 2018; April
30, 2018; May 4, 2018; May 15, 2018; May 29, 2018; June 7, 2018; June 12, 2018; June 21, 2018; June 27, 2018 and July 12,
2018; and
|
|
|
|
|
●
|
the
description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on December 13, 2017,
including any amendments or reports filed for the purpose of updating such description.
|
We
also incorporate by reference all documents that we file with the SEC on or after the effective time of this prospectus pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the sale of all the securities registered hereunder
or the termination of the registration statement. Nothing in this prospectus shall be deemed to incorporate information furnished
but not filed with the SEC.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus
shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or
in the applicable prospectus supplement or in any other subsequently filed document which also is or is deemed to be incorporated
by reference modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
You
may request a copy of the filings incorporated herein by reference, including exhibits to such documents that are specifically
incorporated by reference, at no cost, by writing or calling us at the following address or telephone number:
Simon
Allen
Chief
Executive Officer
1455
Adams Dr., Suite 2050
Menlo
Park, CA 94025
(650)
446-7888
Statements
contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance
you are referred to the copy of the contract or other document filed as an exhibit to the registration statement or incorporated
herein, each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.
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