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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): December 2, 2024
| JUPITER
NEUROSCIENCES, INC. |
| (Exact
name of registrant as specified in its charter) |
| Delaware |
|
001-41265 |
|
47-4828381 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
1001
North US HWY 1, Suite 504
Jupiter,
Florida 33477
(Address
of principal executive offices)
(561)
406-6154
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions.
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each
class |
|
Trading Symbol(s) |
|
Name of each
exchange on which registered |
| Common Stock |
|
JUNS |
|
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
On
December 2, 2024, Jupiter Neurosciences, Inc. (the “Company” or “us” or “we”) entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Dominari Securities LLC, as representative of the underwriters named on Schedule
I thereto, relating to the Company’s firm commitment underwritten initial public offering (the “Offering”) of common
stock, par value $0.0001 per share (the “Common Stock”). Pursuant to the Underwriting Agreement, the Company agreed to sell
2,750,000 shares of Common Stock to the underwriters at a public offering price of $4.00 per share (the “Offering Price”),
pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-260183) (the “Registration Statement”),
under the Securities Act of 1933, as amended (the “Securities Act”).
The
Company intends to use the proceeds primarily to fund the Phase II clinical trial of its product candidate JOTROL™ in patients
with Parkinson’s Disease, Strategic Service Agreements to accelerate business activities in South-East Asia, research and development
activities regarding evaluation of new product opportunities, payment of the outstanding annual license fees due to Aquanova AG, the
repayment of debt, working capital and other general corporate purposes.
The
Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides that the Company
will indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments
the underwriters may be required to make because of any of those liabilities. In exchange for the underwriters’ services, the Company
agreed to (i) sell the Common Stock to the underwriters at a purchase price of $3.72 per share representing a 7% underwriting discount,
(ii) pay a non-accountable expense allowance to the underwriter equal to 1% of the gross proceeds received at the closing of the offering,
and (iii) pay the underwriter’s actual out-of-pocket expenses relating to the offering, not to exceed $175,000.
The
Offering closed on December 4, 2024, and the Company sold 2,750,000 shares of Common Stock to the underwriters for total gross proceeds
of $11,000,000. After deducting the underwriting commissions, discounts, and offering expenses payable by the Company, the Company received
net proceeds of approximately $9.5 million.
The
foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement,
a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
December 2, 2024, the Company issued a press release with respect to the Company’s entering into the Underwriting Agreement, the
listing of its Common Stock on The Nasdaq Capital Market and pricing of the Offering. A copy of this press release is filed as Exhibit
99.1 to this Report and incorporated herein by reference.
On
December 4, 2024, the Company issued a press release with respect to the closing of the Offering. A copy of this press release is filed
as Exhibit 99.2 to this Report and incorporated herein by reference.
The
information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed
incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or
after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
JUPITER
NEUROSCIENCES, INC. |
| |
|
| Dated:
December 4, 2024 |
By: |
/s/
Christer Rosén |
| |
Name: |
Christer
Rosén |
| |
Title: |
Chief
Executive Officer |
Exhibit
10.1
JUPITER
NEUROSCIENCES, INC.
2,750,000
SHARES OF COMMON STOCK
UNDERWRITING
AGREEMENT
December
2, 2024
Dominari
Securities LLC
725 Fifth Avenue, 23rd Floor
New
York, NY 10022
as
the representative of the several underwriters, if any,
named
in Schedule I hereto
Ladies
and Gentlemen:
The
undersigned, Jupiter Neurosciences, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries, including,
without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Jupiter Neurosciences,
Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters
(such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”)
named in Schedule I hereto for which Dominari Securities, LLC is acting as representative to the several Underwriters (the
“Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters
shall be disregarded and the term Representative as used herein shall have the same meaning as “Underwriter”) on the terms
and conditions set forth herein.
It
is understood that the several Underwriters are to make a public offering of the Public Securities as soon as the Representative deems
it advisable to do so. The Public Securities are to be initially offered to the public at the public offering price set forth in the
Prospectus.
It
is further understood that you will act as the Representative for the Underwriters in the offering and sale of the Closing Shares in
accordance with this Agreement.
ARTICLE
I.
DEFINITIONS
1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:
“Action”
shall have the meaning ascribed to such term in Section 3.1(k).
“Affiliate”
means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled
by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities Act.
“AFS”
means ArentFox Schiff LLP with offices located at 1717 K Street NW, Washington, DC 20006.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day.
“Closing”
means the closing of the purchase and sale of the Closing Shares pursuant to Section 2.1.
“Closing
Date” means the hour and the date on the Trading Day on which all conditions precedent to (i) the Underwriters’ obligations
to pay the Closing Purchase Price and (ii) the Company’s obligations to deliver the Closing Shares, in each case, have been satisfied
or waived, but in no event later than 10:00 a.m. (New York City time) on the second (2nd) Trading Day following the date hereof
or at such earlier time as shall be agreed upon by the Representative and the Company.
“Closing
Purchase Price” shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net
of the underwriting discounts and commissions.
“Closing
Shares” shall have the meaning ascribed to such term in Section 2.1(a).
“Commission”
means the United States Securities and Exchange Commission.
“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.
“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Company
Auditor” means Assurance Dimensions Certified Public Accountants & Associates, with offices located at 2000 Banks Road,
Suite 218, Margate, FL 33063.
“Company
Counsel” means Anthony, Linder & Cacomanolis, PLLC, with offices located at 1700 Palm Beach Lakes Blvd.,
Suite 820, West Palm Beach, Florida 33401.
“Effective
Date” shall have the meaning ascribed to such term in Section 3.1(f).
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Execution
Date” shall mean the date on which the parties execute and enter into this Agreement.
“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant
to any stock or option plan duly adopted or ratified for such purpose by a majority of the non-employee members of the Board of Directors
or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company;
(b) the filing of any registration statement on Form S-8 with respect to the registration of securities to be issued pursuant to any
stock or option plan described in clause (a), and (c) securities issued for conversion of any debt of the Company outstanding on the
date of this Agreement.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“FINRA”
means the Financial Industry Regulatory Authority, Inc.
“GAAP”
shall have the meaning ascribed to such term in Section 3.1(i).
“Indebtedness”
means (a) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the
ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others,
whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties
by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c)
the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP.
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Lock-Up
Agreements” means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and
directors and all equity holders of the Company’s issued and outstanding Common Stock and Common Stock Equivalents
prior to the consummation of this Offering, in the form of Exhibit A attached hereto.
“Material
Adverse Effect” means (i) a material adverse effect on the results of operations, assets, business, prospects or condition
(financial or otherwise) of the Company and the Subsidiaries, taken as a whole or (ii) a material adverse effect on the Company’s
ability to perform in any material respect on a timely basis its obligations under any Transaction Document.
“Offering”
shall have the meaning ascribed to such term in Section 2.1(c).
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Preliminary
Prospectus” means, if any, any preliminary prospectus relating to the Securities included in the Registration Statement or
filed with the Commission pursuant to Rule 424(b).
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
“Prospectus”
means the final prospectus filed for the Registration Statement.
“Prospectus
Supplement” means, if any, any supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed
with the Commission.
“Public
Securities” means the Closing Shares.
“Registration
Statement” means, collectively, the various parts of the registration statement prepared by the Company on Form S-1 (File No.
333-260183) with respect to the Securities, each as amended as of the date hereof, including the Prospectus and Prospectus Supplement,
if any, the Preliminary Prospectus, if any, and all exhibits filed with or incorporated by reference into such registration statement,
and includes any Rule 462(b) Registration Statement.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“Rule
462(b) Registration Statement” means any registration statement prepared by the Company registering additional Public Securities,
which was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated
by the Commission pursuant to the Securities Act.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Securities”
means the Closing Shares.
“Shares”
means the shares of Common Stock delivered to the Underwriters in accordance with Section 2.1(a)(i).
“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange OTCQX or OTCQB (or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, the Lock-Up Agreements, and any other documents or agreements executed in connection with
the transactions contemplated hereunder.
“Transfer
Agent” means Equiniti Trust Company, the current transfer agent of the Company, with offices located at 110 Centre Pointe Curve,
Suite 101, Mendota Heights, Minnesota 55120, and any successor transfer agent of the Company.
ARTICLE
II.
PURCHASE
AND SALE
2.1
Closing.
(a)
Upon the terms and subject to the conditions set forth herein, the Company agrees to sell in the aggregate 2,750,000 shares of
Common Stock (the “Closing Shares”), and each Underwriter agrees to purchase, severally and not jointly, at the Closing,
the number of Closing Shares set forth opposite the name of such Underwriter on Schedule I hereof.
(b)
The aggregate purchase price for the Closing Shares shall equal the amount set forth opposite the name of such Underwriter on Schedule
I hereto (the “Closing Purchase Price”). The purchase price for one Closing Share shall be $3.72 (or 93%
of price per Closing Share offered to the public); and
(c)
On the Closing Date, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available
funds equal to such Underwriter’s Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter
its respective Closing Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Closing.
Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur at the offices of AFS or
such other location as the Company and Representative shall mutually agree. The Public Securities are to be offered initially to the
public at the offering price set forth on the cover page of the Prospectus (the “Offering”).
2.2
Reserved.
2.3
Deliveries. (a) The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following:
(i)
At the Closing Date, the Closing Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian
system for the accounts of the several Underwriters;
(ii)
At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance
letter;
(iii)
Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance satisfactory in all respects
to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement;
(iv)
On the Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B
attached hereto;
(v)
On the Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit
C attached hereto; and
(vi)
Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.
2.4
Closing Conditions. The respective obligations of each Underwriter hereunder in connection with the Closing are subject to the
following conditions being met:
(i)
the accuracy in all material respects when made and on the date in question (other than representations and warranties of the Company
already qualified by materiality, which shall be true and correct in all respects) of the representations and warranties of the Company
contained herein (unless as of a specific date therein);
(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the date in question shall have been
performed;
(iii)
the delivery by the Company of the items set forth in Section 2.3 of this Agreement;
(iv)
the Registration Statement shall be effective on the date of this Agreement and at the Closing Date, no stop order suspending the effectiveness
of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending
or contemplated by the Commission and any request on the part of the Commission for additional information shall have been complied with
to the reasonable satisfaction of the Representative;
(v)
by the Execution Date, if required by FINRA, the Underwriters shall have received clearance from FINRA as to the amount of compensation
allowable or payable to the Underwriters as described in the Registration Statement;
(vi)
the Closing Shares have been approved for listing on the Trading Market; and
(vii)
prior to and on the Closing Date: (i) there shall have been no material adverse change or development involving a prospective material
adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates
as of which such condition is set forth in the Registration Statement and Prospectus; (ii) no action suit or proceeding, at law or in
equity, shall have been pending or threatened against the Company or any Affiliate of the Company before or by any court or federal or
state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect
the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement
and Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated
or threatened by the Commission; and (iv) the Registration Statement and the Prospectus and any amendments or supplements thereto shall
contain all material statements which are required to be stated therein in accordance with the Securities Act and the rules and regulations
thereunder and shall conform in all material respects to the requirements of the Securities Act and the rules and regulations thereunder,
and neither the Registration Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading.
ARTICLE
III.
REPRESENTATIONS
AND WARRANTIES
3.1
Representations and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Execution Date,
and as of the Closing Date:
(a)
Subsidiaries. All of the direct and indirect Subsidiaries of the Company are set forth in the Prospectus. The Company owns, directly
or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued
and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive
and similar rights to subscribe for or purchase securities. If the Company has no Subsidiaries, all other references to the Subsidiaries
or any of them in the Transaction Documents shall be disregarded.
(b)
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as described in the Prospectus. Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws
or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in
good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be,
could not have a Material Adverse Effect and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing
or seeking to revoke, limit or curtail such power and authority or qualification.
(c)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents to which the Company is a party and otherwise to carry out
its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by
the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary
action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders
in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document
to which the Company is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance
with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.
(d)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby
do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or
assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by
which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and
(iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.
(e)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filing
with the Commission of the Registration Statement, Preliminary Prospectus and Prospectus, (ii) such filings as are required to be made
under applicable state securities laws (collectively, the “Required Approvals”) and (iii) any filings with The Nasdaq
Stock Market.
(f)
Registration Statement. The Company has filed with the Commission the Registration Statement, including any related Prospectus
or Prospectuses, for the registration of the Securities under the Securities Act, which Registration Statement at each time it was filed
or amended, complied in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission
under the Securities Act. The Registration Statement has been declared effective by the Commission on the date hereof (the “Effective
Date”). The Company has filed with the Commission a registration under the Exchange Act of its Common Stock; and that registration
has been declared effective by the Commission as of the date hereof.
(g)
Issuance of Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The holder
of the Securities will not be subject to personal liability by reason of being such holders. The Securities are not and will not be subject
to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. All corporate
action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The Securities
conform in all material respects to all statements with respect thereto contained in the Registration Statement.
(h)
Capitalization. The capitalization of the Company is as set forth in the Registration Statement. Except as set forth in the Registration
Statement, the Company has not issued any capital stock since June 30, 2024, other than pursuant to the exercise of employee stock
options under the Company’s stock option plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding
as of the Effective Date. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to
participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities,
there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to,
or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe
for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents
or the capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue
shares of Common Stock or other securities to any Person (other than the Underwriters). There are no outstanding securities or instruments
of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or
instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the
Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary.
The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.
All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have
been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of
any preemptive rights or similar rights to subscribe for or purchase securities. The authorized shares of the Company conform in all
material respects to all statements relating thereto contained in the Registration Statement and the Prospectus. The offers and sales
of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state securities
or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements.
No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the
Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital
stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
(i)
Financial Statements. The financial statements of the Company included in the Registration Statement and Prospectus comply in
all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as
in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified
in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required
by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and
for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments. The agreements and documents described in the Registration Statement and the Prospectus,
conform to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act and
the rules and regulations thereunder to be described in the Registration Statement or the Prospectus or to be filed with the Commission
as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized
or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration
Statement or the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the
Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge,
the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution
provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding
therefore may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the
best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no
event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best
of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result
in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic
or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to
environmental laws and regulations, except for a violation which would not reasonably be expected to have a Material Adverse Effect.
(j)
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the Registration Statement and Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably
be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other
than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities
not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission,
(iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of
cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital
stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company
stock option plans and (vi) no officer or director of the Company has resigned from any position with the Company. Unless otherwise disclosed
in the Registration Statement and Prospectus, the Company has not: (i) issued any securities or incurred any liability or obligation,
direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its
capital stock.
(k)
Litigation. There is no material action, suit, proceeding, arbitration, litigation or governmental proceeding pending or, to the
knowledge of the Company, threatened against or involving the Company or, to the knowledge of the Company, any of its directors or officers
(collectively, an “Action”) which is required to be disclosed but has not been disclosed in the Registration Statement
or the Prospectus. Without limitation of the foregoing, and to the knowledge of the Company, there is not pending or threatened, any
investigation by the Commission, of the Company, or director or officer of the Company or any of its Subsidiaries. The Commission has
not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary
under the Exchange Act or the Securities Act.
(l)
Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the
employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its
Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary,
and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries
believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company
or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure
or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in
favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries
to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in material compliance with all U.S.
federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment
and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.
(m)
Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that
has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor
has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound
(whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator
or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental
authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational
health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be
expected to result in a Material Adverse Effect.
(n)
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the Prospectus,
except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (each, a “Material
Permit”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification
of any Material Permit. The disclosures in the Registration Statement concerning the effects of federal, state, local and all foreign
regulation on the Company’s business as currently contemplated are correct in all material respects.
(o)
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to, or have valid and marketable
rights to lease or otherwise use, all real property and all personal property that is material to the business of the Company and the
Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and
do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens
for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP, and
the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company
and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are
in compliance.
(p)
Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks,
trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights necessary or required for use in connection with their respective businesses as described in the Registration Statement
and Prospectus and which the failure to do so could have a Material Adverse Effect (collectively, the “Intellectual Property
Rights”). Except as disclosed in the Registration Statement and Prospectus, none of, and neither the Company nor any Subsidiary
has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned,
or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Except as disclosed in the
Registration Statement and Prospectus, neither the Company nor any Subsidiary has received, since the date of the latest audited financial
statements included within the Registration Statement and Prospectus, a written notice of a claim or otherwise has any knowledge that
the Intellectual Property Rights violate or infringe upon the rights of any Person. Except as disclosed in the Registration Statement
and Prospectus, to the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement
by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures
to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(q)
Insurance. The Company and the Subsidiaries carry or are entitled to the benefits of insurance, with reputable insurers, in such
amounts and covering such risks which the Company believes are adequate, and all such insurance is in full force and effect. Neither
the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain comparable coverage from similar insurers as may be necessary to continue its business as it is now
conducted and at a cost that would not result in a Material Adverse Effect.
(r)
Transactions With Affiliates and Employees. Except as set forth in the Registration Statement and Prospectus, none of the officers
or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary
is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to
or from, any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any
such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess
of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on
behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.
(s)
Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements
of the Sarbanes-Oxley Act of 2002 that are applicable to it as of the date hereof, and any and all applicable rules and regulations promulgated
by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. Except as disclosed in the Registration
Statement and Prospectus, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable
assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to
any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms.
(t)
Certain Fees. Except as set forth in the Registration Statement and Prospectus, no brokerage or finder’s fees or commissions
are or will be payable by the Company, any Subsidiary or Affiliate of the Company to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.
To the Company’s knowledge, there are no other arrangements, agreements or understandings of the Company or, to the Company’s
knowledge, any of its stockholders that may affect the Underwriters’ compensation, as determined by FINRA. The Company has not
made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or
otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided
capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association
with any FINRA member, within the twelve months prior to the Execution Date. None of the net proceeds of the Offering will be paid by
the Company to any participating FINRA member or its affiliates, except as specifically authorized herein.
(u)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
(v)
Registration Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities
Act of any securities of the Company or any Subsidiary.
(w)
Listing and Maintenance Requirements. The Common Stock will be registered pursuant to Section 12(b) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the
Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such
registration. The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established
clearing corporation and the Company is current in payment of the fees of the Depository Trust Company (or such other established clearing
corporation) in connection with such electronic transfer.
(x)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order
to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the
laws of its state of incorporation that is or could become applicable as a result of the Underwriters and the Company fulfilling their
obligations or exercising their rights under the Transaction Documents.
(y)
Disclosure; 10b-5. The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits
and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, if any,
at the time each became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable
rules and regulations under the Securities Act and did not and, as amended or supplemented, if applicable, will not, contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein
not misleading. The Preliminary Prospectus and Prospectus, each as of its respective date, comply in all material respects with the Securities
Act and the applicable rules and regulations. The Preliminary Prospectus and the Prospectus, as amended or supplemented, each as of its
respective date, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No
post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent,
individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission.
There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have
not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts
or other documents required to be described in the Preliminary Prospectus or Prospectus, or to be filed as exhibits or schedules to the
Registration Statement, which have not been described or filed as required.
(z)
Intentionally omitted.
(aa)
Intentionally omitted.
(bb)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income
and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii)
has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material
taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no
basis for any such claim. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration
Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of
such consolidated financial statements. The term “taxes” mean all federal, state, local, foreign, and other net income, gross
income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll,
employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments,
or charges of any kind whatsoever, together with any interest and any penalties, additions to tax, or additional amounts with respect
thereto. The term “returns” means all returns, declarations, reports, statements, and other documents required to be filed
in respect to taxes.
(cc)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any
agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful
payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate
funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf
of which the Company is aware) which is in violation of law, or (iv) taken any action that would reasonably be expected to subject the
Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding under any provision of FCPA. The Company
has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all
material respects with the FCPA.
(dd)
Accountants. To the knowledge and belief of the Company, the Company Auditor is an independent registered public accounting firm
as required by the Exchange Act. Except as disclosed in the Registration Statement and the Prospectus, the Company Auditor has not, during
the periods covered by the financial statements included in the Prospectus, provided to the Company any non-audit services, as such term
is used in Section 10A(g) of the Exchange Act.
(ee)
FDA. As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under
the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured,
packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical
Product”), such Pharmaceutical Product is, to the knowledge of the Company, being manufactured, packaged, labeled, tested,
distributed, sold and/or marketed by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and
regulations relating to registration, investigational use, premarket clearance, licensure, or application approval, good manufacturing
practices, good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing
of reports, except where the failure to be in compliance would not have a Material Adverse Effect. There is no pending, completed or,
to the Company’s knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding,
charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries
has received any notice, warning letter or other communication from the FDA or any other governmental entity, which (i) contests the
premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the
testing of, the sale of, or the labeling and promotion of any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall,
suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any Pharmaceutical
Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production
at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent injunction
with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations by the Company
or any of its Subsidiaries, and which, either individually or in the aggregate, would have a Material Adverse Effect. The properties,
business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws,
rules and regulations of the FDA. The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license
or use in the United States of any product proposed to be developed, produced or marketed by the Company nor has the FDA expressed any
concern as to approving or clearing for marketing any product being developed or proposed to be developed by the Company.
(ff)
Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance
with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the
Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the
Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company
policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the
release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or
prospects.
(gg)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department.
(hh)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance in
all material respects with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator
involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any
Subsidiary, threatened.
(ii)
D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires completed by each of
the Company’s directors and officers prior to the Offering and in the Lock-Up Agreement provided to the Underwriters is true and
correct in all respects and the Company has not become aware of any information which would cause the information disclosed in such questionnaires
become inaccurate and incorrect.
(jj)
FINRA Affiliation. To the Company’s knowledge, no officer, director or any beneficial owner of 5% or more of the Company’s
unregistered securities has any direct or indirect affiliation or association with any FINRA member (as determined in accordance with
the rules and regulations of FINRA) that is participating in the Offering. The Company will advise the Representative and AFS if it learns
that any other officer, director or owner of 5% or more of the Company’s outstanding shares of Common Stock or Common Stock Equivalents
is or becomes an affiliate or associated person of a FINRA member firm.
(kk)
Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative
or AFS shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
(ll)
Board of Directors. The Board of Directors is, and upon completion of this offering will be, comprised of the persons set forth
under the heading of the Prospectus captioned “Management.” The qualifications of the persons serving as board members and
the overall composition of the Board of Directors comply with any applicable provision of the Sarbanes-Oxley Act of 2002 and the rules
promulgated thereunder applicable to the Company and the rules of the Trading Market. At least one member of the Board of Directors qualifies
as a “financial expert” as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder
and the rules of the Trading Market. In addition, by the end of the phase-in period permitted by the rules of the Trading Market, at
least a majority of the persons serving on the Board of Directors will qualify as “independent” as defined under the rules
of the Trading Market.
(ll)
Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating
to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface
strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or
toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well
as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,
permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received
all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses;
and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and
(iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
(mm) Emerging
Growth Company. From the time of the initial confidential submission of the Registration Statement to the Commission through the
date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act.
(nn) Testing-the-Waters
Communications. The Company has not (i) alone engaged in any Testing-the-Waters Communications and (ii) authorized anyone to engage
in Testing-the-Waters Communications. The Company confirms that the Representative has been authorized to act on its behalf in undertaking
Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications. “Written Testing-the-Waters
Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under
the Securities Act; “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken
in reliance on Section 5(d) of the Securities Act.
(oo) Smaller
Reporting Company. The Company is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.
(pp) Cybersecurity;
Data Protection. The Company’s information technology assets and equipment, computers, systems, networks, hardware, software,
websites, applications, and databases (including all data of their respective employees, suppliers, vendors and any third-party data
under the control of and maintained by the Company) (collectively, “IT Systems”) are adequate for, and operate and perform
in all material respects as required in connection with, the operation of the business of the Company as currently conducted, and to
the knowledge of the Company, such IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware
and other corruptants. The Company has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards
designed to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security
of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal
Data”)) used in connection with its businesses. To the knowledge of the Company, there have been no breaches, violations, outages
or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty
to notify any other person, nor any material incidents under internal review or investigations relating to the same, except as otherwise
disclosed in each of the Registration Statement, Preliminary Prospectus and Prospectus. Except as would not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect, the Company is presently in compliance with all applicable laws or statutes and
all applicable judgments, orders, rules and regulations of any applicable court or arbitrator or governmental or regulatory authority,
internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection
of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification (collectively, the “Data Security
Obligations”). The Company has not received any written, or, to the knowledge of the Company, other notification of or complaint
regarding, or is aware of any other facts that, individually or in the aggregate, would reasonably indicate, non-compliance with any
Data Security Obligation and there is no action, suit or proceeding.
ARTICLE
IV.
OTHER
AGREEMENTS OF THE PARTIES
4.1
Amendments to Registration Statement. The Company has delivered, or will as promptly as practicable deliver, to the Underwriters
complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part
thereof, and conformed copies of the Registration Statement (without exhibits) and the Prospectus, as amended or supplemented, in such
quantities and at such places as an Underwriter reasonably requests. Neither the Company nor any of its directors and officers has distributed
and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Securities
other than the Prospectus, the Registration Statement, and copies of the documents incorporated by reference therein. The Company shall
not file any such amendment or supplement to which the Representative shall reasonably object in writing.
4.2
Federal Securities Laws.
(a)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its reasonable
best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange
Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of
or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating
to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion
of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement
of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply
with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section
4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
(b)
Filing of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representative) with
the Commission pursuant to the requirements of Rule 424.
(c)
Exchange Act Registration. For a period of three years from the Execution Date, the Company will use its reasonable best efforts
to maintain the registration of the Common Stock under the Exchange Act. The Company will not deregister the Common Stock under the Exchange
Act without the prior written consent of the Representative.
(d)
Free Writing Prospectuses. The Company represents and agrees that it has not made and will not make any offer relating to the
Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 of the rules and regulations under the Securities
Act, without the prior written consent of the Representative. Any such free writing prospectus consented to by the Representative is
herein referred to as a “Permitted Free Writing Prospectus.” The Company represents that it will treat each
Permitted Free Writing Prospectus as an “issuer free writing prospectus” as defined in rule and regulations under the Securities
Act, and has complied and will comply with the applicable requirements of Rule 433 of the Securities Act, including timely Commission
filing where required, legending and record keeping.
4.3
Delivery to the Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge, from time to time
during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act such number of copies
of each Prospectus as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement
thereto becomes effective, deliver to you two original executed Registration Statements, including exhibits, and all post-effective amendments
thereto and copies of all exhibits filed therewith or incorporated therein by reference and all original executed consents of certified
experts.
4.4
Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration
Statement to remain effective with a current prospectus until nine (9) months from the Execution Date, and confirm the notice in writing:
(i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop
order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission
of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation,
or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment
or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information
from the Commission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of
the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the
making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend
such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.
4.5
Intentionally omitted.
4.6
Reports to the Underwriters Expenses of the Offering.
(a)
Trading Reports. During such time as the Closing Shares are listed on the Trading Market, the Company shall provide to the Underwriters,
at the Company’s expense, such reports published by the Trading Market relating to price and trading of such shares, as the Underwriters
shall reasonably request.
(b)
General Expenses Related to the Offering. The Company hereby agrees to pay on the Closing Date all expenses incident to the performance
of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses
relating to the registration of the Securities to be sold in the Offering with the Commission; (b) all FINRA Public Offering Filing System
fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares on
the Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and
disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such
states and other foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and
registration fees, and the fees and expenses of Blue Sky counsel); (e) the costs of all mailing and printing of the underwriting documents
(including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters,
Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and
all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably
deem necessary; (f) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering
the Securities; (h) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for
same-day processing of any instruction letter delivered by the Company); (i) stock transfer and/or stamp taxes, if any, payable upon
the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the
fees and expenses of the Company’s legal counsel and other agents and representatives; (l) the Underwriters’ costs of mailing
prospectuses to prospective investors; (m) the costs associated with advertising the Offering in the national editions of the Wall Street
Journal and New York Times after the Closing Date; (n) the fees and expenses of AFS; (o) all fees, expenses and disbursements relating
to background checks of the Company’s officers and directors; (p) the cost for the Underwriters’ use of IPreo’s book-building,
prospectus tracking and compliance software (or other similar software) for the Offering; and (q) the Underwriters’ actual “road
show” expenses for the Offering; provided that the maximum reimbursable amount payable to the Underwriters pursuant to (m)-(q)
above shall not exceed $175,000. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company
on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriters.
(c) Non-accountable
Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 4.6(b), on the Closing Date it
shall pay to the Representative, by deduction from the net proceeds of the Offering contemplated herein, a non-accountable expense allowance
equal to 1.0% of the gross proceeds received by the Company from the sale of the Shares.
4.7
Application of Net Proceeds. The Company will apply the net proceeds from the Offering received by it in a manner consistent with
the application described under the caption “Use of Proceeds” in the Prospectus.
4.8
Delivery of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon
as practicable, but not later than the first day of the fifteenth full calendar month following the Execution Date, an earnings statement
(which need not be certified by independent public or independent certified public accountants unless required by the Securities Act
or the Rules and Regulations under the Securities Act, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the
Securities Act) covering a period of at least twelve consecutive months beginning after the Execution Date.
4.9
Stabilization. Neither the Company, nor, to its knowledge, any of its employees, directors or shareholders (without the consent
of the Representative) has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably
be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of the Securities.
4.10
Internal Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances
that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded
as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any
differences.
4.11
Accountants. The Company shall continue to retain a nationally recognized independent certified public accounting firm for a period
of at least three years after the Execution Date. The Underwriters acknowledge that the Company Auditor is acceptable to the Underwriters.
4.12
FINRA. Except as disclosed in the Registration Statement and the Prospectus, the Company shall advise the Underwriters (who shall
make an appropriate filing with FINRA) if it is aware that any 5% or greater shareholder of the Company becomes an affiliate or associated
person of an Underwriter.
4.13
No Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely
contractual and commercial in nature, based on arms-length negotiations and that neither the Underwriters nor their affiliates or any
selected dealer shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its
affiliates in connection with the Offering and the other transactions contemplated by this Agreement. Notwithstanding anything in this
Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the Offering
that are not limited to the difference between the price to the public and the purchase price paid to the Company by the Underwriters
for the Securities and the Underwriters have no obligation to disclose, or account to the Company for, any of such additional financial
interests. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against
the Underwriters with respect to any breach or alleged breach of fiduciary duty.
4.14
Right of Participation. Provided that the Closing Shares are sold in accordance with the terms of this Agreement, the Representative
shall have the right for a period of nine (9) months after the date the Offering is completed (a) to act as the Company’s
exclusive financial advisor if the Company or any of its Subsidiaries decides to dispose of or acquire business units or acquire any
of its outstanding securities or make any exchange or tender offer or enter into a merger, consolidation or other business combination
or any recapitalization, reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary
dividend or distributions or a spin-off or split-off, and the Company decides to retain a financial advisor for such transaction; or
(b) to act as sole book-runner, sole manager, sole placement agent or sole agent if the Company or any of its Subsidiaries decides to
finance or refinance any indebtedness using a manager or agent; or (c) to act as sole book-running manager, sole underwriter or sole
placement agent if the Company or any of its Subsidiaries decides to raise funds by means of a public offering (including at-the-market
facility) or a private placement or any other capital-raising financing of equity, equity-linked or debt securities using an underwriter
or placement agent. The Company shall provide notice in writing to the Representative of any of the foregoing activities who shall notify
the Company within fifteen (15) business days of its receipt of the written offer contemplated above as to whether or not it agrees
to accept such retention. If Representative or one of its affiliates decides to accept any such engagement, the agreement governing such
engagement will contain, among other things, provisions for customary fees for transactions of similar size and nature and the provisions
of this Agreement, including indemnification, which are appropriate to such a transaction.
4.15
Reserved.
4.16
Securities Laws Disclosure; Publicity. At the request of the Representative, by 8:00 a.m. (New York City time) on the Business
Day following the date hereof, the Company shall issue a press release disclosing the material terms of the Offering. The Company and
the Representative shall consult with each other in issuing any other press releases with respect to the Offering, and neither the Company
nor any Underwriter shall issue any such press release nor otherwise make any such public statement without the prior consent of the
Company, with respect to any press release of such Underwriter, or without the prior consent of such Underwriter, with respect to any
press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law,
in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.
The Company will not issue press releases or engage in any other publicity, without the Representative’s prior written consent,
for a period ending at 5:00 p.m. (New York City time) on the first business day following the 45th day following the Closing Date, other
than normal and customary releases issued in the ordinary course of the Company’s business.
4.17
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
that any Underwriter of the Securities is an “Acquiring Person” under any control share acquisition, business combination,
poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter
adopted by the Company, or that any Underwriter of Securities could be deemed to trigger the provisions of any such plan or arrangement,
by virtue of receiving Securities.
4.18
Reserved.
4.19
Listing of Securities. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common
Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote
all of the Closing Shares on the Nasdaq Capital Market and promptly secure the listing of all of the Closing Shares on such Trading Market.
The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include
in such application all of the Closing Shares, and will take such other action as is necessary to cause all of the Closing Shares to
be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary
to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility
of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including,
without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection
with such electronic transfer.
4.20
Subsequent Equity Sales. (a) From the date hereof until 180 days from Closing neither the Company nor any Subsidiary shall
issue, enter into any agreement to issue any shares of Common Stock or Common Stock Equivalents; and (b) notwithstanding the foregoing,
this Section 4.20 shall not apply in respect of an Exempt Issuance.
4.21
Research Independence. The Company acknowledges that each Underwriter’s research analysts and research departments, if any,
are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal
policies, and that such Underwriter’s research analysts may hold and make statements or investment recommendations and/or publish
research reports with respect to the Company and/or the offering that differ from the views of its investment bankers. The Company hereby
waives and releases, to the fullest extent permitted by law, any claims that the Company may have against such Underwriter with respect
to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research
departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriter’s investment
banking divisions. The Company acknowledges that the Representative is a full service securities firm and as such from time to time,
subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short
position in debt or equity securities of the Company.
ARTICLE
V.
DEFAULT
BY UNDERWRITERS
If
on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Closing Shares, which such Underwriter has
agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative,
or if a Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure
within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be
agreed upon and upon the terms set forth herein, the Closing Shares, which the defaulting Underwriter or Underwriters failed to purchase.
If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Shares
agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Shares with respect
to which such default shall occur does not exceed 10% of the Closing Shares covered hereby, the other Underwriters shall be obligated,
severally, in proportion to the respective numbers of Closing Shares, which they are obligated to purchase hereunder, to purchase the
Closing Shares, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Shares
with respect to which such default shall occur exceeds 10% of the Closing Shares covered hereby, the Company or the Representative will
have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except
to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article
V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if a Representative
is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or
in any other documents or arrangements may be effected. The term “Underwriter” includes any Person substituted for a defaulting
Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default
of such Underwriter under this Agreement.
ARTICLE
VI.
INDEMNIFICATION
6.1
Indemnification of the Underwriters. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless
the Underwriters, and each dealer selected by each Underwriter that participates in the offer and sale of the Securities (each a “Selected
Dealer”) and each of their respective directors, officers and employees and each Person, if any, who controls such Underwriter
or any Selected Dealer (“Controlling Person”) within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and
all documented legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced
or threatened, or any claim whatsoever, whether arising out of any action between such Underwriter and the Company or between such Underwriter
and any third party or otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act or any other
statute or at common law or otherwise or under the laws of foreign countries, arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in (i) any Preliminary Prospectus, if any, the Registration Statement or the Prospectus
(as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the
approval of, the Company in connection with the marketing of the offering of the Securities, including any “road show” or
investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document
or written communication (in this Article VI, collectively called “application”) executed by the Company or based
upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof
or filed with the Commission, any state securities commission or agency, Trading Market or any securities exchange; or the omission or
alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon and in conformity
with written information furnished to the Company with respect to the applicable Underwriter by or on behalf of such Underwriter expressly
for use in any Preliminary Prospectus, if any, the Registration Statement or Prospectus, or any amendment or supplement thereto, or in
any application, as the case may be. With respect to any untrue statement or omission or alleged untrue statement or omission made in
the Preliminary Prospectus, if any, the indemnity agreement contained in this Section 6.1 shall not inure to the benefit of an Underwriter
to the extent that any loss, liability, claim, damage or expense of such Underwriter results from the fact that a copy of the Prospectus
was not given or sent to the Person asserting any such loss, liability, claim or damage at or prior to the written confirmation of sale
of the Securities to such Person as required by the Securities Act and the rules and regulations thereunder, and if the untrue statement
or omission has been corrected in the Prospectus, unless such failure to deliver the Prospectus was a result of non-compliance by the
Company with its obligations under this Agreement. The Company agrees promptly to notify each Underwriter of the commencement of any
litigation or proceedings against the Company or any of its officers, directors or Controlling Persons in connection with the issue and
sale of the Public Securities or in connection with the Registration Statement or Prospectus.
6.2
Procedure. If any action is brought against an Underwriter, a Selected Dealer or a Controlling Person in respect of which indemnity
may be sought against the Company pursuant to Section 6.1, such Underwriter, such Selected Dealer or Controlling Person, as the case
may be, shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such
action, including the employment and reasonable and documented fees of counsel (subject to the reasonable approval of such Underwriter
or such Selected Dealer, as the case may be) and payment of actual, reasonable and documented expenses as such expenses are incurred.
Such Underwriter, such Selected Dealer or Controlling Person shall have the right to employ its or their own counsel in any such
case, but the fees and expenses of such counsel shall be at the expense of such Underwriter, such Selected Dealer or Controlling Person
unless (i) the employment of such counsel at the expense of the Company shall have been authorized in writing by the Company in connection
with the defense of such action, or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or
(iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are
different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense
of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than
one additional firm of attorneys selected by such Underwriter (in addition to local counsel), Selected Dealer and/or Controlling Person
shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if any Underwriter, Selected Dealer or Controlling
Person shall assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement
of such action which approval shall not be unreasonably withheld.
6.3
Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company,
its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company
to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions
made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any
application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter
by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus
or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other
Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement
thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the
rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to
such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required
to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased
by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their
respective underwriting obligations and not joint.
6.4
Contribution.
(a)
Contribution Rights. In order to provide for just and equitable contribution under the Securities Act in any case in which (i)
any Person entitled to indemnification under this Article VI makes a claim for indemnification pursuant hereto but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Article VI provides
for indemnification in such case, or (ii) contribution under the Securities Act, the Exchange Act or otherwise may be required on the
part of any such Person in circumstances for which indemnification is provided under this Article VI, then, and in each such case, the
Company and each Underwriter, severally and not jointly, shall contribute to the aggregate losses, liabilities, claims, damages and expenses
of the nature contemplated by said indemnity agreement incurred by the Company and such Underwriter, as incurred, in such proportions
that such Underwriter is responsible for that portion represented by the percentage that the underwriting discount appearing on the cover
page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance; provided,
that, no Person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each director,
officer and employee of such Underwriter or the Company, as applicable, and each Person, if any, who controls such Underwriter or the
Company, as applicable, within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Underwriter
or the Company, as applicable. Notwithstanding the provisions of this Section 6.4, no Underwriter shall be required to contribute any
amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’
obligations in this Section 6.4 to contribute are several in proportion to their respective underwriting obligations and not joint.
(b)
Contribution Procedure. Within fifteen days after receipt by any party to this Agreement (or its representative) of notice of
the commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against
another party (“contributing party”), notify the contributing party of the commencement thereof, but the failure to
so notify the contributing party will not relieve it from any liability which it may have to any other party other than for contribution
hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a contributing party or
its representative of the commencement thereof within the aforesaid fifteen days, the contributing party will be entitled to participate
therein with the notifying party and any other contributing party similarly notified. Any such contributing party shall not be liable
to any party seeking contribution on account of any settlement of any claim, action or proceeding affected by such party seeking contribution
without the written consent of such contributing party. The contribution provisions contained in this Section 6.4 are intended to supersede,
to the extent permitted by law, any right to contribution under the Securities Act, the Exchange Act or otherwise available.
ARTICLE
VII.
MISCELLANEOUS
7.1
Termination.
(a)
Termination Right. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date,
(i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future
materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended
or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall
have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United
States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared
by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely
impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane,
earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the
Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material
breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after
the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general
market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery
of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities; or (ix) in the event the Trading
Market refuses to initiate trading or ceases trading of the Common Stock in advance of settlement, the Representative shall have the
right to terminate the Offering and return all funds invested in the Offering to the investors.
(b)
Expenses. In the event this Agreement shall be terminated pursuant to Section 7.1(a), within the time specified herein or any
extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Representative their actual and accountable
out of pocket expenses related to the transactions contemplated herein then due and payable, including the fees and disbursements of
AFS; provided that such expenses may not exceed the amounts set forth in Section 4.6(b) (and further provided, that such
expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement).
(c)
Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination
of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Article VI shall not be in any way effected
by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
7.2
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto and the Prospectus, contain the
entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings,
oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
7.3
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is
delivered via facsimile at the facsimile number or e-mail attachment at the email address set forth on the signature pages attached hereto
at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice
or communication is delivered via facsimile at the facsimile number or e-mail attachment at the e-mail address as set forth on the signature
pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second
(2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon
actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as
set forth on the signature pages attached hereto.
7.4
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and the Representative. No waiver of any default with respect to any provision, condition
or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver
of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder
in any manner impair the exercise of any such right.
7.5
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.
7.6
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns.
7.7
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of
any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient
venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. If either party shall commence an Action or Proceeding to enforce any provisions of the Transaction
Documents, then, in addition to the obligations of the Company under Article VI, the prevailing party in such Action or Proceeding shall
be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such Action or Proceeding.
7.8
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.
7.9
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,
it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.
7.10
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.
7.11
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
the Underwriters and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents
and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at
law would be adequate.
7.12
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
7.13
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each
and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the
date of this Agreement.
7.14
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST
EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVE FOREVER ANY RIGHT TO TRIAL BY
JURY.
(Signature
Pages Follow)
If
the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided
below for that purpose, whereupon this letter shall constitute a binding agreement among the Company and the several Underwriters in
accordance with its terms.
| |
Very truly yours, |
| |
|
| |
JUPITER NEUROSCIENCES, INC. |
| |
|
|
| |
By: |
/s/ Christer Rosén |
| |
Name: |
Christer Rosén |
| |
Title: |
Chief
Executive Officer |
Address
for Notice:
Christer
Rosén
Chief
Executive Officer
Jupiter
Neurosciences, Inc.
1001
North US HWY 1, Suite 504
Jupiter,
Florida 33477
Copy
to:
Laura
Anthony, Esq.
Craig
D. Linder, Esq.
Anthony,
Linder & Cacomanolis, PLLC
1700 Palm Beach Lakes Blvd., Suite 820
West Palm Beach, Florida 33401
Accepted
on the date first above written.
Dominari
Securities LLC
725 Fifth Avenue, 23rd Floor
New
York, NY 10022
As
the representative of the several underwriters,
if
any, named in Schedule I hereto
| By: |
/s/
Eric Newman |
|
| Name: |
Eric
Newman |
|
| Title: |
Executive
Vice President |
|
Address
for Notice:
Dominari
Securities LLC
725 Fifth Avenue, 23rd Floor
New
York, NY 10022
Attention: Eric Newman, Executive Vice President
Copy
to:
Cavas Pavri
ArentFox
Schiff LLP
1717
K Street NW
Washington,
DC 20006
SCHEDULE
I
Schedule
of Underwriters
| UNDERWRITERS | |
CLOSING SHARES | | |
CLOSING PURCHASE PRICE | |
| | |
| | |
| |
| DOMINARI SECURITIES, LLC | |
| 2,750,000 | | |
$ | 10,230,000 | |
| | |
| | | |
| | |
| TOTAL | |
| 2,750,000 | | |
$ | 10,230,000 | |
EXHIBIT
A
LOCK-UP
AGREEMENT
[______
__], 2024
Dominari
Securities LLC
725 Fifth Avenue, 23rd Floor
New
York, NY 10022
Re:
Jupiter Neurosciences, Inc. (the “Company”)
Ladies
and Gentlemen:
The
undersigned is an owner of record or beneficially of certain shares of the Company’s common stock of the Company, $0.0001 par value
per share (“Common Stock”), or securities convertible into, exchangeable, or exercisable for Common Stock (“Securities”).
The Company proposes to enter into an underwriting agreement (the “Underwriting Agreement”) with you as Representative
of the underwriters (the “Representative”), with respect to a public offering of the Company’s Common Stock
(the “Offering”). The undersigned acknowledges that the Offering will be of benefit to the undersigned. The undersigned
also acknowledges that you and each underwriter to be named in the Underwriting Agreement will rely on the representations and agreements
of the undersigned contained in this letter in connection with entering into the Underwriting Agreement and performing your and their
obligations thereunder. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting
Agreement.
In
consideration of the foregoing and as an inducement to the underwriters, the undersigned hereby agrees that the undersigned will not,
without your prior written consent (which consent may be withheld in your sole discretion), directly or indirectly, sell, offer to sell,
contract to sell, or grant any option for the sale (including without limitation any short sale), grant any security interest in, pledge,
hypothecate, hedge, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”)
or otherwise dispose of or enter into any transaction which is designed to, or could be expected to, result in the disposition (whether
by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company
or any person in privity with the Company or any affiliate of the Company) (collectively, a “Disposition”) of any
shares of Common Stock or any Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under
the Exchange Act) by the undersigned, or publicly announce the undersigned’s intention to do any of the foregoing (provided,
however, that the undersigned may (i) complete one or more gift transfers of Securities to immediate family member(s) (as defined
in Item 404(a) of Regulation S-K under the Exchange Act) who agree in writing to be similarly bound for the remainder of the Lock-up
Period (as defined below), (ii) transfer Securities to one or more trusts for bona fide estate planning purposes, in each case without
prior written consent and upon three (3) business days’ written notice to you, ), for a period commencing on the date hereof and
continuing through the close of trading on the date 180 days following the Closing Date, as defined in the Underwriting Agreement,
subject to adjustment as discussed below (the “Lock-up Period”) or (iii) transfer Securities by means of a private
resale transaction to one or more institutional investors who agree in writing to be similarly bound for the remainder of the Lock-up
Period.
The
foregoing restrictions have been expressly agreed to preclude the holder of shares of Common Stock and/or the Securities from engaging
in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of shares of Common
Stock or Securities during the Lock-up Period, even if such shares of Common Stock or Securities would be disposed of by someone other
than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against
the box) or any purchase, sale, or grant of any right (including, without limitation, any put or call option) with respect to any shares
of Common Stock or Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates
to, or derives any significant part of its value from shares of Common Stock or Securities.
The
undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar
against the transfer of shares of Common Stock or Securities held by the undersigned except in compliance with the foregoing restrictions.
The
undersigned understands that the underwriters are entering into the Underwriting Agreement and proceeding with the Offering in reliance
upon this Lock-Up Agreement.
This
agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns
of the undersigned.
This
Lock-up Agreement will be deemed to have been made and delivered in the State of New York, and both the binding provisions of this Agreement
and the transactions contemplated hereby will be governed as to validity, interpretation, construction, effect and in all other respects
by the internal laws of the State of New York, without regard to the conflict of laws principles thereof. The undersigned: (i) agrees
that any legal suit, action or proceeding arising out of or relating to this Lock-up Agreement will be instituted exclusively in the
courts located in the City of New York, State of New York, (ii) waives any objection which it may have or hereafter to the venue of any
such suit, action or proceeding, and (iii) irrevocably consents to the exclusive jurisdiction of the state and federal courts located
in the City of New York, State of New York, in any such suit, action or proceeding, waiving any, and agreeing not to assert any, basis
for seeking transfer or removal of such action to any other court, whether federal or state, unless the New York court in which such
action or proceeding was commenced first declines jurisdiction. The undersigned further agrees to accept and acknowledge service of any
and all process which may be served in any such suit, action or proceeding in such courts and agrees that service of process upon the
undersigned mailed by certified mail to the undersigned’s address will be deemed in every respect effective service of process
upon the undersigned. Nothing in this Lock-up Agreement shall constitute an obligation to purchase shares of Common Stock, or Securities
of the Company. Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering
will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation among the Company and the Representative.
[Signature
Page Follows]
The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and
that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. All authority
herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs
or personal representatives of the undersigned.
| Very
truly yours, |
|
| |
|
|
| Printed
Name of Holder |
|
| |
|
|
| By: |
|
|
| |
Signature |
|
| |
|
|
| |
|
| Printed Name of Person Signing |
|
| (and
indicate capacity of person signing if signing as |
|
| custodian,
trustee, or on behalf of an entity) |
|
EXHIBIT
B
FORM
OF OFFICER’S CERTIFICATE
OFFICERS’
CERTIFICATE
JUPITER
NEUROSCIENCES, INC.
The
undersigned, Christer Rosén, and Saleem Elmasri, the duly elected and duly qualified Chief Executive Officer, and Chief
Financial Officer and Secretary, respectively, of Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”),
hereby certify the following on behalf of the Company, in connection with the transactions contemplated by the Underwriting Agreement
(the “Underwriting Agreement”), dated [______] [__], 2024, by and among the Company and Dominari Securities,
LLC, as representative of the several Underwriters named on Schedule I thereto:
| |
1.
|
The
undersigned officers have carefully examined the Registration Statement, the General Disclosure Package, and the Prospectus and,
in their opinion, the Registration Statement and each amendment thereto, as of time it became effective and as of the Closing Date
did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the General Disclosure Package, as of its date and as of the Closing
Date, and the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date,
did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances in which they were made, not misleading. |
| |
2. |
Since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or
amendment to the Registration Statement, the General Disclosure Package or the Prospectus. |
| |
3. |
To
the best of their knowledge after reasonable investigation, as of the Closing Date, the representations and warranties of the Company
in the Underwriting Agreement are true and correct and the Company has complied in all material respects with all agreements and
satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. |
| |
4. |
There has not been, subsequent to [_______], 202[_], any material adverse change in the financial position or results of operations
of the Company, or any change or development that, singularly or in the aggregate, would involve a Material Adverse Effect. |
| |
5.
|
All
correspondence between the Company or its counsel and the Commission are accurate and complete in all material respects. |
| |
6.
|
Attached
as Exhibit 1 is a true and correct copy of a good standing certificate for the Company issued by the State of Delaware. |
| |
7. |
Attached
as Exhibit 2 is a true and correct copy of the written consent executed by the Board of Directors of the Company, authorizing the
execution of the Underwriting Agreement and the transactions contemplated thereby. |
Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.
This
certificate is to assist the Underwriters in conducting and documenting their investigation of the affairs of the Company in connection
with the Offering of the Securities pursuant to the terms of the Underwriting Agreement and the other transactions described in the Transaction
Documents, and each of the Underwriters, and ArentFox Schiff LLP is entitled to rely on this Certificate for such purpose and (if applicable)
in connection with the delivery by such counsel of their respective legal opinions and negative assurance statement.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the undersigned have executed this Officers’ Certificate on behalf of the Company as of this __th day of [______],
2024.
| |
|
|
| |
Name: |
Christer
Rosén |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
|
|
| |
Name: |
Saleem
Elmasri |
| |
Title: |
Chief Financial Officer & Secretary |
EXHIBIT
C
FORM
OF SECRETARY’S CERTIFICATE
SECRETARY’S
CERTIFICATE
Jupiter
Neurosciences, Inc.
1001
North US HWY 1, Suite 504
Jupiter,
Florida 33477
[
] 2024
The
undersigned, acting solely in his capacity as the duly elected, qualified and acting Secretary of Jupiter Neurosciences, Inc.,
a Delaware corporation (the “Company”), and not in his individual capacity, hereby gives this certificate pursuant to that
certain underwriting agreement, dated [______] [__], 2021, by and among the Company and Dominari Securities, LLC, as representative
of the several Underwriters named on Schedule I thereto: (the “Underwriting Agreement”). Unless otherwise defined herein,
the capitalized terms used herein shall have the meanings ascribed to them in the Underwriting Agreement.
The
undersigned, Saleem Elmasri, Secretary of the Company, hereby certifies as of the date hereof as follows:
1.
Attached hereto as Exhibit 1 is a true, correct and complete copy of the Company’s amended and restated certificate of incorporation,
as further amended, in effect on the date hereof (the “Certificate of Incorporation”). The Certificate of Incorporation is
in full force and effect on the date hereof, and no amendments or modifications to the Certificate of Incorporation have been authorized
or filed with the Secretary of State of the State of Delaware since [___], 202[_].
2.
Attached hereto as Exhibit 2 is a true, correct and complete copy of the Company’s amended and restated bylaws, in effect on the
date hereof (the “Bylaws”), and no amendments or modifications to the Bylaws have been authorized since [___], 202[_].
3.
Attached hereto as Exhibit 3 is a true, correct and complete copies of resolutions duly adopted by the Company’s board of directors
or a committee thereof at meetings held on ______, 202[_] and ______, 202[_], in which the transactions contemplated by the Registration
Statement, the Prospectus and the Transaction Documents were authorized and approved. Such resolutions are in full force and effect,
have not been amended, modified or rescinded and are the only resolutions related to the subject matter thereof.
4.
Each person who, as a director or officer of the Company, signed, and delivered by facsimile, portable document file (.pdf) or otherwise
(a) the Underwriting Agreement, (b) the Transaction Documents and (c) any and all other documents or instruments executed and delivered
to the Representative in connection with the transactions contemplated by the Underwriting Agreement, was duly elected or appointed,
qualified and acting as such director or officer, and was duly authorized to execute and deliver such documents or other instruments
at the respective times of such execution and delivery.
5.
All persons who, as officers or directors of the Company or attorneys-in-fact of such officers or directors, signed, and delivered by
facsimile, portable document file (.pdf) or otherwise: (a) the Registration Statement on Form S-1, as amended (File No. 333- 260183),
that the Company filed with the Commission on [_______] which was subsequently declared effective by the Commission on [______] , 202[_],
and (b) any and all other documents or instruments executed and delivered to the Commission in connection with such Registration Statement
were, at the respective times of such signing, delivery or filing, duly elected or appointed, qualified and acting as such director,
officer or duly appointed and acting as such attorney-in-fact, and the signatures of such persons appearing on such documents are their
genuine signatures or true facsimiles or portable document thereof.
6.
Attached hereto as Exhibit 4 is a true, correct and complete copy of a good standing (or equivalent) certificate as of a recent date
for the Company by the States of Delaware and Florida, and such certificates attached thereto have not been amended (except as attached
thereto) since the date reflected thereon.
7.
Christer Rosén, the Company’s Chief Executive Officer, has executed and delivered on behalf of the Company the Underwriting
Agreement and the other Transaction Documents in accordance with their respective terms thereof.
This
certificate is to assist the Underwriters in conducting and documenting their investigation of the affairs of the Company in connection
with the Offering of the Securities pursuant to the terms of the Underwriting Agreement and the other transactions described in the Transaction
Documents, and each of the Underwriters and ArentFox Schiff LLP is entitled to rely on this Certificate for such purpose and (if applicable)
in connection with the delivery by such counsel of their respective legal opinions and negative assurance statement.
This
certificate may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument. Delivery of an executed signature page of this certificate by electronic or facsimile transmission
shall be as effective as delivery of a manually executed counterpart hereof.
[Signature
page follows]
IN
WITNESS WHEREOF, I have hereunder signed my name on this [____] day of [______], 2024.
|
|
|
|
| Name: |
Saleem
Elmasri |
|
| Title: |
Secretary
|
|
The
undersigned as Chief Executive Officer of the Company hereby certifies that Saleem Elmasri is the duly elected, appointed, qualified
and acting Secretary of the Company, and that the signature appearing above is his genuine signature.
|
|
| Christer
Rosén |
|
| Chief
Executive Officer |
|
Exhibit
99.1
Jupiter
Neurosciences, Inc. Announces Pricing of $11 million Initial Public Offering and Listing on Nasdaq
Jupiter,
Florida, Dec. 2, 2024 (GLOBE NEWSWIRE) — Jupiter Neurosciences, Inc. (Nasdaq: JUNS) (the “Company” or “Jupiter
Neurosciences”), a clinical stage pharmaceutical company advancing a pipeline targeting neuroinflammation with its unique resveratrol
platform product, JOTROL™, today announced the pricing of its initial public offering (the “Offering”) of
2,750,000 shares of common stock at a price of $4.00 per share.
The
shares are expected to begin trading on the Nasdaq Capital Market on December 3, 2024 under the symbol “JUNS.” The Offering
is expected to close on December 4, 2024, subject to the satisfaction of customary closing conditions.
The
Company expects to receive aggregate gross proceeds of $11 million from the Offering, before deducting underwriting discounts and other
related expenses.
The
Company intends to use the net proceeds from the Offering to fund the Phase II clinical trial of its product candidate JOTROL™
in patients with Parkinson’s Disease, Strategic Service Agreements to accelerate business activities in South-East Asia,
research and development activities regarding evaluation of new product opportunities, payment of the outstanding annual license fees
due to Aquanova AG, the repayment of debt, working capital and other general corporate purposes.
The
Offering is conducted on a firm commitment basis. Dominari Securities LLC is acting as the lead underwriter, with Revere Securities LLC
acting as the co-manager (collectively, the “Underwriters”) for the Offering.
Anthony,
Linder & Cacomanolis, PLLC is acting as legal counsel to Jupiter Neurosciences and ArentFox Schiff LLP is acting as legal counsel
to the Underwriters in connection with the Offering.
The
Company’s Registration Statement on Form S-1 (File No. 333- 260183) relating to the securities being offered was previously filed
with, and subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 8, 2024.
The Offering is being made only by means of a prospectus. You may get these documents for free by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, copies of the prospectus relating to the Offering may be obtained, when available, from Dominari Securities
LLC by email at info@dominarisecurities.com, by standard mail to Dominari Securities LLC, 725 Fifth Avenue, 23rd Floor New York,
NY 10022, or by telephone at (212) 393-4500; or from Revere Securities LLC by email at contact@reveresecurities.com, by standard
mail to Revere Securities LLC, 560 Lexington Avenue, 16th Floor, New York, NY 10022, or by telephone at +1 (212) 688-2350.
Before
you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about
the Company and the Offering. This press release has been prepared for informational purposes only and shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, and no sale of these securities may be made in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or other jurisdiction.
About
Jupiter Neurosciences, Inc.
Jupiter
Neurosciences, Inc. is a clinical-stage pharmaceutical company focused on treating neuroinflammation, with a current focus on CNS disorders
and rare diseases. The Company’s platform product, JOTROL™, is an enhanced orally administered resveratrol formulation designed
and intended to deliver therapeutically relevant, safe levels of resveratrol. The Company’s pipeline is focused broadly on CNS
disorder and includes indications such as Alzheimer’s Disease, Parkinson’s Disease, Mucopolysaccharidoses Type 1, Friedreich’s
Ataxia, and MELAS. More information may be found on the Company’s website www.jupiterneurosciences.com.
FORWARD-LOOKING
STATEMENTS
Certain
statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and
uncertainties and are based on the Company’s current expectations, including the timing of the trading of its common stock or the
closing of the Offering. Investors can find many (but not all) of these statements by the use of words such as “approximates,”
“believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,”
“intends,” “plans,” “will,” “would,” “should,” “could,” “may”
or other similar expressions. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable,
it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that actual results may differ
materially from the anticipated results and encourages investors to read the risk factors contained in the Company’s final prospectus
and other reports it files with the SEC before making any investment decisions regarding the Company’s securities. The Company
undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances,
or changes in its expectations, except as may be required by law.
Contacts
Investor
Relations
Alison
Silva, President & CBO
a.silva@jupiterneurosciences.com
Exhibit
99.2
Jupiter
Neurosciences, Inc. Announces Closing of $11 million
Initial
Public Offering
Jupiter,
Florida, Dec. 4, 2024 (GLOBE NEWSWIRE) — Jupiter Neurosciences, Inc. (Nasdaq: JUNS) (the “Company” or “Jupiter
Neurosciences”), a clinical stage pharmaceutical company advancing a pipeline targeting neuroinflammation with its unique resveratrol
platform product, JOTROL™, today announced the closing of its initial public offering of 2,750,000 shares of common
stock at a price of $4.00 per share for gross proceeds of $11 million, before deducting underwriting discounts and other related expenses.
The
Company’s shares began trading on the Nasdaq Capital Market on December 3, 2024 under the symbol “JUNS.”
The
Company intends to use the net proceeds from the Offering to fund the Phase II clinical trial of its product candidate JOTROL™
in patients with Parkinson’s Disease, Strategic Service Agreements to accelerate business activities in South-East Asia,
research and development activities regarding evaluation of new product opportunities, payment of the outstanding annual license fees
due to Aquanova AG, the repayment of debt, working capital and other general corporate purposes.
Dominari
Securities LLC acted as the lead underwriter, with Revere Securities LLC acting as the co-manager for the offering.
Anthony,
Linder & Cacomanolis, PLLC acted as legal counsel to Jupiter Neurosciences and ArentFox Schiff LLP acted as legal counsel to the
Underwriters in connection with the offering.
The
Company’s Registration Statement on Form S-1 (File No. 333- 260183) relating to the securities being offered was previously filed
with, and subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 8, 2024.
The offering was made by means of a prospectus, forming part of the Registration Statement. You may get these documents for free by visiting
EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus relating to the offering may be obtained, when
available, from Dominari Securities LLC by email at info@dominarisecurities.com, by standard mail to Dominari Securities LLC,
725 Fifth Avenue, 23rd Floor New York, NY 10022, or by telephone at (212) 393-4500; or from Revere Securities LLC by email at contact@reveresecurities.com,
by standard mail to Revere Securities LLC, 560 Lexington Avenue, 16th Floor, New York, NY 10022, or by telephone at +1 (212) 688-2350.
This
press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer
to buy any securities, and no sale of these securities may be made in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About
Jupiter Neurosciences, Inc.
Jupiter
Neurosciences, Inc. is a clinical-stage pharmaceutical company focused on treating neuroinflammation, with a current focus on CNS disorders
and rare diseases. The Company’s platform product, JOTROL™, is an enhanced orally administered resveratrol formulation
designed and intended to deliver therapeutically relevant, safe levels of resveratrol. The Company’s pipeline is focused broadly
on CNS disorder and includes indications such as Alzheimer’s Disease, Parkinson’s Disease, Mucopolysaccharidoses Type I,
Friedreich’s Ataxia, and MELAS. More information may be found on the Company’s website www.jupiterneurosciences.com.
FORWARD-LOOKING
STATEMENTS
Certain
statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and
uncertainties and are based on the Company’s current expectations, including the use of proceeds from the Offering. Investors can
find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,”
“expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,”
“will,” “would,” “should,” “could,” “may” or other similar expressions. Although
the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such
expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the anticipated
results and encourages investors to read the risk factors contained in the Company’s final prospectus and other reports it files
with the SEC before making any investment decisions regarding the Company’s securities. The Company undertakes no obligation to
update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations,
except as may be required by law.
Contacts
Investor
Relations
Alison Silva, President & CBO
a.silva@jupiterneurosciences.com
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Jupiter Neurosciences (NASDAQ:JUNS)
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De Nov 2024 até Dez 2024
Jupiter Neurosciences (NASDAQ:JUNS)
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