Anavex Life Sciences Corp (AVXL)

[mike_dotcom]

Like I said, the market does NOT like this deal with Lincoln Capital. Aren't you tired of losing 7-10% of the value of this stock on any given day? I know I am.

[georgejjl]

Anavex's blarcamesine and/or Anavex 3-71 can treat and/or prevent ALS (Lou Gehrig's disease)

Sigma-1 receptor maintains ATAD3A as a monomer to inhibit mitochondrial fragmentation at the mitochondria-associated membrane in amyotrophic lateral sclerosis

both s1R and ATAD3A are critical factors of the MAM to maintain mitochondrial homeostasis, which are impaired in neurological diseases. Targeting s1R–ATAD3A axis at the MAM to prevent mitochondrial dysfunction would lead to development of a novel therapeutic strategy for neurodegenerative diseases.

https://www.sciencedirect.com/science/article/pii/S0969996123000451?via%3Dihub

Good luck and GOD bless,

[Investor2014]

I would welcome approval by any agency any time without the need for any bragging rights.

[georgejjl]

Anavex's blarcamesine and/or Anavex 3-71 can be used to treat and/or prevent cardiovascular diseases including pulmonary arterial hypertension (PAH) and atrial fibrillation (AF).

*******************************************************

Conclusions
Pulmonary arterial hypertension and atrial fibrillation are severe cardiovascular diseases associated with electrical remodelling including KV1.5 channel dysfunction. Thus, novel pharmacological strategies to improve the attenuated KV1.5 channel function are highly demanded. Here, we show that the chaperone S1R finetunes KV1.5 channel expression and function and S1R modulators may effectively enhance KV1.5 channel function. Our study identifies S1R as a novel pharmacological target to rescue the attenuated KV1.5 channel function in cardiovascular diseases associated with channel malfunction.

https://www.sciencedirect.com/science/article/pii/S1043661823000403?via%3Dihub

Good luck and GOD bless,

[FitzyP33]

Missling is a horrible CEO
- Vulture financing - giving finger to WS
- Did financing cause he knows they're won't be revenue for a very long time. WS knows it too and won't touch the dumpster fire.
- Tries to hide the vulture financing - burying it in the Q (last page) - just shady has hell
- Misses every self imposed milestone - his answer on the call Tuesday was a joke = "easy to start trials, hard to finish" So what, your job as the leader of the company is make it happen. Missling just waved his hands in the air and said don't blame me.
- His solution is not to provide any milestone guidance - giving finger to WS
- Every data release is effed up in some way
- I think longs need to entertain the idea that Missling is a grifter and longs are suckers
- I think for planning purposes longs should assume nothing meaningful happens this year with the exception of announcing the need for a Phase 3 trial in AD - putting commercialization in 2028
- Rett data in 2nd half of 2023 means Feb'ish 2024
- I will be getting short asap

[boi568]

Tell you what, if the FDA gives an approval on this AD trial, your remaining five percent chance will not bestow bragging rights.

[Investor2014]

Why only Until Rett EXCELLENCE?

The stock is a boon for those who are willing to trade(since CTAD in December).

$AVXL has been a predictable swing trading stock since way before last year's CTAD.

[Investor2014]

To me it is now looking more like the 95% chance of PM P3 like Doc settled on at the time of my generous 75%.

[JKS3]

G and B sold much more!

[$Money Bags$]

I bet they diluted that 158k today that cleared after hours. Nothing like getting right to it and punishing investors.

[oldandintheway]

baby seal day for AVXL

[raja48185]

The stock is a boon for those who are willing to trade(since CTAD in December).


Until Rett EXCELLENCE

[WolfofMia]

So now is juts in case we run a PM P3 ¿

Just in case doesn't sound like 75% to me.

[LakeshoreLeo1953]

Different interpretation of the exercise price in the terms of the agreement.
The "Net" to Anavex varies.

[LakeshoreLeo1953]

I honestly do not even know where to start.

[LakeshoreLeo1953]

I scanned your post of the terms.
Deleted?
My interpretation....always subject to debate.

[LBSR TO DA MOON]

Hey Leo! Somehow I got a glimpse of your response to one of my posts with regards to something about $10 and a floor right before you updated and deleted it LOL

[LBSR TO DA MOON]

Here's to hoping that your "P3 PM trials before approval" prediction turns out to be nowhere nearly as accurate as your "AVATAR results in Feb'ish 2022" turned out to be!

Those funds will be very good to have just in case Anavex needs to run a bunch P3 Precision Medicine trials before any approvals are likely.

[Investor2014]

More likely just after 10:16 AM today.

LPC sold there 75000 sign in shares yesterday.

We hope you are as excited as we are!!!

[Investor2014]

Those funds will be very good to have just in case Anavex needs to run a bunch P3 Precision Medicine trials before any approvals are likely.

75,000 shares were awarded yesterday; another 75,000 additional shares will be awarded in the future.

[kund]

LPC sold their 75000 sign in shares yesterday. Today is dump day meaning LPC calling Misleading to release daily quota, expect tomorrow or Friday another run up, LPC need to sell hose share to blind followers.

[Investor2014]

Certain of what, Set Theory?

Actually I am more certain than ever.

Hey georgejjl: Do you generally agree the following is true???

There is an All Patients Superset of 21 physical patients grouped into 6 Analysis Subsets each based on certain analysis constraints?

The All Patients n of 21 <> 43, which is the sum of the Subsets n = 2 + 6 + 11 + 16 + 3 + 5?

The total number of actual physical patients in the analysis Subsets Group1 and Group2 is 6, not 8?

The two patients in Group1, that are also members of Group2, are the reason that the Group2 graph is not going below baseline until after week 70?

That there really are only 2 'super responder' patients in the P2a AD trial that just seems to get better and stabilise as time passes, whereas all other patients decline after week 70, or actually before if Group2 where not to include the Group1 patients?

Those 2 'super responders' are not a good basis for extrapolating how many 'super responders' there will be in the PDD OLE or the P2b/3 AD trial?

None of this has anything to do with "Probability and Random Processes".

[LBSR TO DA MOON]

Correct ignatiusrielly35.
75,000 shares were awarded yesterday; another 75,000 additional shares will be awarded in the future.
Basically it amounts to a 1% commission if the full $150M is raised @ $10 per share average (or only 0.5% commission if raised @ $20 per share avg...or only 0.25% commission if raised @ $40 per share avg...)

You misplaced a decimal. It’s 75,000 shares.

[blue finch]

Here we go again

[Mikesc]

Anavex is a small company competing with companies with deep pockets and lots of influence. TGD will get together all the documentation needed to increase the Odds of acceptance. We have come a long way. Know what you own.

[ExtremelyBullishZig]

Especially those who bought from 12 to 31.50.

[georgejjl]

Actually I am more certain than ever.

I am absolutely certain that Roche is interested in partnering with or buying Anavex Life Sciences or licensing Blarcamesine from Anavex.

I have heard and believe that JNJ and Pfizer among other big Pharma are also interested in Anavex Life Sciences.

Good luck and GOD bless,

[ignatiusrielly35]

Not correct. The share price for any shares that may be placed is the current market price, determined in various ways. There is no floor price limit.

[ignatiusrielly35]

You misplaced a decimal. It’s 75,000 shares.

[georgejjl]

I am absolutely certain that Roche is interested in partnering with or buying Anavex Life Sciences or licensing Blarcamesine from Anavex.

I have heard and believe that JNJ and Pfizer among other big Pharma are also interested in Anavex Life Sciences.

Good luck and GOD bless,

[Investor2014]

There really are some delusional posts here. How on Earth do you get to those conclusions from all the absolutely useless news yesterday?

[JKS3]

Max of $15 by 2026. Go figure.

[sage4]

Wow, Do you even know if Anavex applied for an approval of the new AD drug in Australia, European Union and UK?

That would go first; I didn’t hear the news.

[LakeshoreLeo1953]

WRONG. The terms are different.
IF you need money...today it costs more than it did even recently.
Does the WGT crowd insist Anavex does not need money?

IMHO...today MOC down 5%+ on this GREAT NEWS.

[JKS3]

G and B?

[LakeshoreLeo1953]

Hey George....

Above or below even for the day on the GREAT News about LPC?

[JWC3]

You are addressing total BS from MIKE! The real facts that will quickly drive revenues for ANAVEX are:

1. Approval for A 2-73 for ALZHEIMERS in AUSTRALIA.
2. Approval for A 2-73 for ALZHEIMERS in EUROPEAN UNION, and UNITED KINGDOM ( BRITAIN & CANADA ). This can and probably will occur in MAY 2023.
3. Approval for A 2-73 for RETT SYNDROME in the UNITED STATES in JULY 2023, two months after EXCELLENCE TRIAL reports TLR! Also, award of $100M voucher from FDA.
4. Approval for A 2-73 for A 2/73 for ALZHEIMERS in the UNITED STATES in August 2023!

Net result ANAVEX ROCKETS TO $100+ in June 2023!

[LakeshoreLeo1953]

Cantor brought to the table more stable entities.
LPC will NEVER hold the shares Anavex decides to exercise.

I raised my skunk from low 9s, but think now that may be appropriate.

[LakeshoreLeo1953]

So $10 is the floor and everything above is of benefit to LPC?

Did I get that right?
So penal IF the WGT are correct and the SP goes nowhere but UP?

[Gator328]

No. I only briefly scanned the terms but it appears LPC is receiving 750,000 shares now and another potential 750,000 shares depending on how many shares its required to purchase. Consider it a cheap insurance premium to secure up to $150mm in emergency funding.

LPC is going to make money in other ways too, but this seems to be a fair deal all around and comparable to the Cantor deal.

[georgejjl]

This Lincoln Park ATM option is used as as red herring for the FUDsters.

GOD bless,

[Gator328]

Who cares about the optics? Long-term, this is binary investment depending on how the FDA evaluates Blarcamesine. Retail investors' discretionary dollars are insignificant unless someone wants to average down or cash out.

LPC's money is just as valuable as anyone else's. If the terms are fair, that's all that matters short-term.

[FitzyP33]

Going back to LPC is a bad look. It may not BE bad, but it looks bad to the marginal investor with discretionary dollars. To the investor who is already all in everything looks good.

Missling has $142 million remaining on the current ATM with Cantor and Leerink (if I read the Q correctly) so this move with LPC seems desperate when it seems to me he has better options. I don't mean a secondary either.

[LBSR TO DA MOON]

Just in case you need a reminder mike_dotcom! hehe

Meanwhile...
https://www.yahoo.com/entertainment/had-bought-anavex-life-sciences-123405650.html
And since that article was written the stock has soared from $3.17 to over $11! What an amazing return for investors.

[mike_dotcom]

SAVA UP, ANVS UP, INMB UP - all stocks dealing with CNS diseases.

[sage4]

All stocks are RED, a crying baby!
My mistake to unignore you yesterday. lol

[mike_dotcom]

I guess the market does not like this agreement.

[LBSR TO DA MOON]

FWIW - The Lincoln Park Transaction section of the Prospectus Supplement from Form 424B5 filed by AVXL yesterday:

LINCOLN PARK TRANSACTION
On February 3, 2023, we entered into the Purchase Agreement with Lincoln Park. In connection with the Purchase Agreement, on February 3, 2023, we also entered into a registration rights agreement (the “Registration Rights Agreement”) with Lincoln Park, pursuant to which we agreed to take specified actions to maintain the registration of the shares of our common stock subject to the offering described in this prospectus supplement and accompanying prospectus. Pursuant to the terms of the Purchase Agreement, Lincoln Park has agreed to purchase from us up to $150,000,000 of shares of our common stock (subject to certain limitations) from time to time at our discretion during the term of the Purchase Agreement. Pursuant to the terms of the Purchase Agreement and Registration Rights Agreement, we have filed with the SEC this prospectus supplement regarding the sale under the Securities Act of the shares issuable to Lincoln Park under the Purchase Agreement.
We may, from time to time and at our sole discretion, direct Lincoln Park to purchase shares of our common stock upon the satisfaction of certain conditions set forth in the Purchase Agreement at a purchase price per share based on the market price of our common stock at the time of sale as computed under the Purchase Agreement. Lincoln Park may not assign or transfer its rights and obligations under the Purchase Agreement.
Under applicable rules of Nasdaq, in no event may we issue or sell to Lincoln Park under the Purchase Agreement shares of our common stock in excess of 15,606,426 shares (including the Commitment Shares), which represents 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless (i) we obtain stockholder approval to issue shares of our common stock in excess of the Exchange Cap or (ii) the average price of all applicable sales of our common stock to Lincoln Park under the Purchase Agreement equals or exceeds the official closing price of our common stock on the Nasdaq Capital Market immediately preceding the date of the Purchase Agreement, plus an incremental amount to account for the issuance of the Additional Commitment Shares, as calculated in accordance with Nasdaq rules. In any event, the Purchase Agreement specifically provides that we may not issue or sell any shares of our common stock under the Purchase Agreement if such issuance or sale would breach any applicable rules or regulations of Nasdaq.
The Purchase Agreement also prohibits us from directing Lincoln Park to purchase any shares of our common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by Lincoln Park, would result in Lincoln Park beneficially owning more than 4.99% of our outstanding shares of common stock.
Pursuant to the terms of the RRA, which requires us to register the Purchase Shares and Commitment Shares in order to sell Purchase Shares to Lincoln Park under the Purchase Agreement, we are filing this prospectus supplement to cover (i) the offer and sale of up to $150,000,000 of shares of our common stock, (ii) the issuance of 75,000 Initial Commitment Shares, and (iii) the issuance of up to 75,000 Additional Commitment Shares to be issued pro-rata to Lincoln Park if and when we direct Lincoln Park to purchase available shares of common stock under the Purchase Agreement.
Purchase of Shares Under the Purchase Agreement
Under the Purchase Agreement, we may, from time to time until February 3, 2026, in our sole discretion and subject to certain conditions outside of Lincoln Park’s control, direct Lincoln Park to purchase up to 200,000 shares (the “Regular Purchase Share Limit”) of our common stock on any business day (each such purchase, a “Regular Purchase”); provided that we may mutually agree with Lincoln Park to increase the Regular Purchase Share Limit to up to 2,000,000 shares and to make multiple purchases in a given day. Additionally, all such share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction as provided in the Purchase Agreement, and in no event shall Lincoln Park purchase more than $4,000,000 worth of our common stock pursuant to a Regular Purchase on any single business day, provided that the parties may mutually agree to increase such limit to an amount greater than $4,000,000. The purchase price per share for each such Regular Purchase will be equal to the lower of:

? the lowest sale price for our common stock on the purchase date of such shares; or

? the arithmetic average of the three lowest closing sale prices for our common stock during the ten consecutive business days ending on the business day immediately preceding the purchase date of such shares.
S-10

In addition to Regular Purchases as described above, we may also direct Lincoln Park, on any business day on which we have properly submitted a Regular Purchase notice directing Lincoln Park to purchase not less than 50,000 shares of our common stock, to purchase an additional amount of our common stock (each such purchase, an “Accelerated Purchase”) not to exceed the lesser of:

? 30% of the aggregate shares of our common stock traded during normal trading hours on the purchase date; and

? 1000% of the number of Purchase Shares purchased pursuant to the corresponding Regular Purchase.

The purchase price per share for each such Accelerated Purchase will be equal to the lower of 96% of:

? the volume weighted average price during (i) the entire trading day on the purchase date, if the volume of shares of our common stock traded on the purchase date has not exceeded a volume maximum calculated in accordance with the Purchase Agreement, or (ii) the portion of the trading day of the purchase date (calculated starting at the beginning of normal trading hours) until such time at which the volume of shares of our common stock traded has exceeded such volume maximum; or

? the closing sale price of our common stock on the purchase date.

In the event we have properly submitted an Accelerated Purchase Notice to Lincoln Park to purchase shares of our common stock in the full amount available for an Accelerated Purchase, on the date of such Accelerated Purchase (which is the business day following the corresponding Regular Purchase), we may also direct Lincoln Park to purchase an additional amount of our common stock under the same terms set forth above for an Accelerated Purchase (an “Additional Accelerated Purchase”).
In the case of Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, the purchase price per share will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as set forth in the Purchase Agreement. Other than as set forth above, there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common stock to Lincoln Park.
Upon the filing of this prospectus supplement, we issued to Lincoln Park 75,000 Commitment Shares and we are obligated to issue up to an additional 75,000 shares of common stock to Lincoln Park pro-rata in connection with the sale of Purchase Shares to Lincoln Park under the Purchase Agreement, in each case as consideration for Lincoln Park’s irrevocable commitment to purchase shares of our common stock at our direction under the Purchase Agreement.

Suspension Events

Suspension events under the Purchase Agreement include the following:

? the effectiveness of the registration statement of which this prospectus forms a part, or any other registration statement registering securities under the Purchase Agreement, lapses for any reason (including, without limitation, the issuance of a stop order), or any required prospectus supplement and accompanying prospectus are unavailable for the sale by Lincoln Park of our common stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period;


? suspension by our principal market of our common stock from trading on the Nasdaq Capital Market for a period of three consecutive business days;

? the delisting of the common stock from the NASDAQ Capital Market; provided, however, that the common stock is not immediately thereafter trading on the New York Stock Exchange, the NASDAQ Global Market, he NASDAQ Global Select Market, the NYSE American, the NYSE Arca or the OTC Bulletin Board, OTCQX or OTCQB operated by the OTC Markets Group, Inc. (or nationally recognized successor to any of the foregoing);
S-11


? our transfer agent’s failure for three business days to issue to Lincoln Park shares of our common stock which Lincoln Park is entitled to receive under the Purchase Agreement;

? any breach of the representations or warranties or covenants contained in the Purchase Agreement or any related agreement which has or which could have a material adverse effect on us subject to a cure period of five business days;

? any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us; and

? if at any time we are not eligible to transfer our common stock electronically as DWAC shares or a material adverse change in our business, financial condition, operations or prospects has occurred.

Lincoln Park does not have the right to terminate the Purchase Agreement upon any of the suspension events set forth above. During a suspension event, all of which are outside of Lincoln Park’s control, shares of our common stock cannot be sold by us or purchased by Lincoln Park under the Purchase Agreement.

Our Termination Rights

We have the unconditional right, at any time, for any reason and without any payment or liability to us, to give notice to Lincoln Park to terminate the Purchase Agreement. In the event of bankruptcy proceedings by or against us, the Purchase Agreement will automatically terminate without action of any party.

No Short-Selling or Hedging by Lincoln Park

Lincoln Park has agreed that neither it nor any of its affiliates shall engage in any direct or indirect short-selling or hedging of our common stock during any time prior to the termination of the Purchase Agreement.

Amount of Potential Proceeds to be Received under the Purchase Agreement

Assumed Average Purchase Price Per Share Number of Registered Shares to be Issued if Full Purchase(1)(2) Percentage of Outstanding Shares Issued After Giving Effect to the Issuance to Lincoln Park(3) Proceeds from the Sale of Shares Under the Purchase Agreement Registered in this Offering
$ 8.00 15,469,547 16.7 % $ 123,756,376

$ 10.00 15,000,000 16.2 % $ 150,000,000

$ 11.26 (4) 13,321,492 14.7 % $ 150,000,000

$ 13.00 11,538,462 13.0 % $ 150,000,000

$ 15.00 10,000,000 11.5 % $ 150,000,000

_______________

(1) Includes the total number of Purchase Shares which we would have sold under the Purchase Agreement at the corresponding assumed purchase price set forth in the adjacent column, up to the additional aggregate purchase price of $150,000,000. Excludes the 75,000 Initial Commitment Shares issued to Lincoln Park upon entering into the Purchase Agreement, and the 75,000 Additional Commitment Shares issuable in connection with sales of Purchase Shares to Lincoln Park.
S-12

(2) The Purchase Agreement prohibits us from issuing or selling (including the Commitment Shares) to Lincoln Park under the Purchase Agreement (A) any shares of our common stock in excess of the Exchange Cap unless (i) we obtain stockholder approval to issue shares of our common stock in excess of the Exchange Cap or (ii) the average price of all applicable sales of our common stock to Lincoln Park under the Purchase Agreement equals or exceeds the official closing price of our common stock on the Nasdaq Capital Market immediately preceding the date of the Purchase Agreement, plus an incremental amount to account for the issuance of the Additional Commitment Shares, as calculated in accordance with Nasdaq rules, and (B) any shares of our common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by Lincoln Park and its affiliates, would exceed the Beneficial Ownership Limitation.

(3) The denominator is based on 78,032,135 shares outstanding as of February 3, 2023, adjusted to include the issuance of (i) the 75,000 Commitment Shares issued to Lincoln Park upon the filing of this prospectus supplement, and (ii) the number of shares of common stock (including Additional Commitment Shares) which we would have sold and issued to Lincoln Park, assuming the purchase price in the adjacent column. The numerator is based on the number of Purchase Shares set forth in the adjacent column which we would have sold under the Purchase Agreement at the corresponding assumed purchase price set forth in the adjacent column.

(4) The closing price of our common stock on February 3, 2023.

[LBSR TO DA MOON]

FWIW - The Lincoln Park Transaction section of the Prospectus Supplement from Form 424B5 filed by AVXL yesterday:

LINCOLN PARK TRANSACTION 
 On February 3, 2023, we entered into the Purchase Agreement with Lincoln Park. In connection with the Purchase Agreement, on February 3, 2023, we also entered into a registration rights agreement (the “Registration Rights Agreement”) with Lincoln Park, pursuant to which we agreed to take specified actions to maintain the registration of the shares of our common stock subject to the offering described in this prospectus supplement and accompanying prospectus. Pursuant to the terms of the Purchase Agreement, Lincoln Park has agreed to purchase from us up to $150,000,000 of shares of our common stock (subject to certain limitations) from time to time at our discretion during the term of the Purchase Agreement. Pursuant to the terms of the Purchase Agreement and Registration Rights Agreement, we have filed with the SEC this prospectus supplement regarding the sale under the Securities Act of the shares issuable to Lincoln Park under the Purchase Agreement. 
 We may, from time to time and at our sole discretion, direct Lincoln Park to purchase shares of our common stock upon the satisfaction of certain conditions set forth in the Purchase Agreement at a purchase price per share based on the market price of our common stock at the time of sale as computed under the Purchase Agreement. Lincoln Park may not assign or transfer its rights and obligations under the Purchase Agreement. 
 Under applicable rules of Nasdaq, in no event may we issue or sell to Lincoln Park under the Purchase Agreement shares of our common stock in excess of 15,606,426 shares (including the Commitment Shares), which represents 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless (i) we obtain stockholder approval to issue shares of our common stock in excess of the Exchange Cap or (ii) the average price of all applicable sales of our common stock to Lincoln Park under the Purchase Agreement equals or exceeds the official closing price of our common stock on the Nasdaq Capital Market immediately preceding the date of the Purchase Agreement, plus an incremental amount to account for the issuance of the Additional Commitment Shares, as calculated in accordance with Nasdaq rules. In any event, the Purchase Agreement specifically provides that we may not issue or sell any shares of our common stock under the Purchase Agreement if such issuance or sale would breach any applicable rules or regulations of Nasdaq. 
 The Purchase Agreement also prohibits us from directing Lincoln Park to purchase any shares of our common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by Lincoln Park, would result in Lincoln Park beneficially owning more than 4.99% of our outstanding shares of common stock. 
 Pursuant to the terms of the RRA, which requires us to register the Purchase Shares and Commitment Shares in order to sell Purchase Shares to Lincoln Park under the Purchase Agreement, we are filing this prospectus supplement to cover (i) the offer and sale of up to $150,000,000 of shares of our common stock, (ii) the issuance of 75,000 Initial Commitment Shares, and (iii) the issuance of up to 75,000 Additional Commitment Shares to be issued pro-rata to Lincoln Park if and when we direct Lincoln Park to purchase available shares of common stock under the Purchase Agreement. 
 Purchase of Shares Under the Purchase Agreement 
 Under the Purchase Agreement, we may, from time to time until February 3, 2026, in our sole discretion and subject to certain conditions outside of Lincoln Park’s control, direct Lincoln Park to purchase up to 200,000 shares (the “Regular Purchase Share Limit”) of our common stock on any business day (each such purchase, a “Regular Purchase”); provided that we may mutually agree with Lincoln Park to increase the Regular Purchase Share Limit to up to 2,000,000 shares and to make multiple purchases in a given day. Additionally, all such share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction as provided in the Purchase Agreement, and in no event shall Lincoln Park purchase more than $4,000,000 worth of our common stock pursuant to a Regular Purchase on any single business day, provided that the parties may mutually agree to increase such limit to an amount greater than $4,000,000. The purchase price per share for each such Regular Purchase will be equal to the lower of: 
  
   ? the lowest sale price for our common stock on the purchase date of such shares; or  
  
   ?  the arithmetic average of the three lowest closing sale prices for our common stock during the ten consecutive business days ending on the business day immediately preceding the purchase date of such shares.  
 S-10  
  
 In addition to Regular Purchases as described above, we may also direct Lincoln Park, on any business day on which we have properly submitted a Regular Purchase notice directing Lincoln Park to purchase not less than 50,000 shares of our common stock, to purchase an additional amount of our common stock (each such purchase, an “Accelerated Purchase”) not to exceed the lesser of: 
  
   ?  30% of the aggregate shares of our common stock traded during normal trading hours on the purchase date; and  
  
   ?  1000% of the number of Purchase Shares purchased pursuant to the corresponding Regular Purchase.  
   
 The purchase price per share for each such Accelerated Purchase will be equal to the lower of 96% of: 
  
   ?  the volume weighted average price during (i) the entire trading day on the purchase date, if the volume of shares of our common stock traded on the purchase date has not exceeded a volume maximum calculated in accordance with the Purchase Agreement, or (ii) the portion of the trading day of the purchase date (calculated starting at the beginning of normal trading hours) until such time at which the volume of shares of our common stock traded has exceeded such volume maximum; or  
  
   ? the closing sale price of our common stock on the purchase date.  
  
 In the event we have properly submitted an Accelerated Purchase Notice to Lincoln Park to purchase shares of our common stock in the full amount available for an Accelerated Purchase, on the date of such Accelerated Purchase (which is the business day following the corresponding Regular Purchase), we may also direct Lincoln Park to purchase an additional amount of our common stock under the same terms set forth above for an Accelerated Purchase (an “Additional Accelerated Purchase”). 
 In the case of Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, the purchase price per share will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as set forth in the Purchase Agreement. Other than as set forth above, there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common stock to Lincoln Park. 
 Upon the filing of this prospectus supplement, we issued to Lincoln Park 75,000 Commitment Shares and we are obligated to issue up to an additional 75,000 shares of common stock to Lincoln Park pro-rata in connection with the sale of Purchase Shares to Lincoln Park under the Purchase Agreement, in each case as consideration for Lincoln Park’s irrevocable commitment to purchase shares of our common stock at our direction under the Purchase Agreement. 
  
 Suspension Events 
  
 Suspension events under the Purchase Agreement include the following: 
  
  ? the effectiveness of the registration statement of which this prospectus forms a part, or any other registration statement registering securities under the Purchase Agreement, lapses for any reason (including, without limitation, the issuance of a stop order), or any required prospectus supplement and accompanying prospectus are unavailable for the sale by Lincoln Park of our common stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period;  
  
  
  ? suspension by our principal market of our common stock from trading on the Nasdaq Capital Market for a period of three consecutive business days;  
  
  ? the delisting of the common stock from the NASDAQ Capital Market; provided, however, that the common stock is not immediately thereafter trading on the New York Stock Exchange, the NASDAQ Global Market, he NASDAQ Global Select Market, the NYSE American, the NYSE Arca or the OTC Bulletin Board, OTCQX or OTCQB operated by the OTC Markets Group, Inc. (or nationally recognized successor to any of the foregoing);  
 S-11  
  
  
  ? our transfer agent’s failure for three business days to issue to Lincoln Park shares of our common stock which Lincoln Park is entitled to receive under the Purchase Agreement;  
   
  ? any breach of the representations or warranties or covenants contained in the Purchase Agreement or any related agreement which has or which could have a material adverse effect on us subject to a cure period of five business days;  
  
  ? any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us; and  
  
  ? if at any time we are not eligible to transfer our common stock electronically as DWAC shares or a material adverse change in our business, financial condition, operations or prospects has occurred.  
  
 Lincoln Park does not have the right to terminate the Purchase Agreement upon any of the suspension events set forth above. During a suspension event, all of which are outside of Lincoln Park’s control, shares of our common stock cannot be sold by us or purchased by Lincoln Park under the Purchase Agreement. 
  
 Our Termination Rights 
  
 We have the unconditional right, at any time, for any reason and without any payment or liability to us, to give notice to Lincoln Park to terminate the Purchase Agreement. In the event of bankruptcy proceedings by or against us, the Purchase Agreement will automatically terminate without action of any party. 
  
 No Short-Selling or Hedging by Lincoln Park 
  
 Lincoln Park has agreed that neither it nor any of its affiliates shall engage in any direct or indirect short-selling or hedging of our common stock during any time prior to the termination of the Purchase Agreement. 
  
 Amount of Potential Proceeds to be Received under the Purchase Agreement  
  
 Assumed Average Purchase Price Per Share   Number of Registered Shares to be Issued if Full Purchase(1)(2)    Percentage of Outstanding Shares Issued After Giving Effect to the Issuance to Lincoln Park(3)   Proceeds from the Sale of Shares Under the Purchase Agreement Registered in this Offering  
 $ 8.00       15,469,547       16.7 %   $ 123,756,376    
                         
 $ 10.00       15,000,000       16.2 %   $ 150,000,000    
                                
 $ 11.26 (4)     13,321,492       14.7 %   $ 150,000,000    
                                
 $ 13.00       11,538,462       13.0 %   $ 150,000,000    
                                
 $ 15.00       10,000,000       11.5 %   $ 150,000,000    
  
 _______________  
  
 (1) Includes the total number of Purchase Shares which we would have sold under the Purchase Agreement at the corresponding assumed purchase price set forth in the adjacent column, up to the additional aggregate purchase price of $150,000,000. Excludes the 75,000 Initial Commitment Shares issued to Lincoln Park upon entering into the Purchase Agreement, and the 75,000 Additional Commitment Shares issuable in connection with sales of Purchase Shares to Lincoln Park.  
 S-12  
  
 (2) The Purchase Agreement prohibits us from issuing or selling (including the Commitment Shares) to Lincoln Park under the Purchase Agreement (A) any shares of our common stock in excess of the Exchange Cap unless (i) we obtain stockholder approval to issue shares of our common stock in excess of the Exchange Cap or (ii) the average price of all applicable sales of our common stock to Lincoln Park under the Purchase Agreement equals or exceeds the official closing price of our common stock on the Nasdaq Capital Market immediately preceding the date of the Purchase Agreement, plus an incremental amount to account for the issuance of the Additional Commitment Shares, as calculated in accordance with Nasdaq rules, and (B) any shares of our common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by Lincoln Park and its affiliates, would exceed the Beneficial Ownership Limitation.  
  
 (3) The denominator is based on 78,032,135 shares outstanding as of February 3, 2023, adjusted to include the issuance of (i) the 75,000 Commitment Shares issued to Lincoln Park upon the filing of this prospectus supplement, and (ii) the number of shares of common stock (including Additional Commitment Shares) which we would have sold and issued to Lincoln Park, assuming the purchase price in the adjacent column. The numerator is based on the number of Purchase Shares set forth in the adjacent column which we would have sold under the Purchase Agreement at the corresponding assumed purchase price set forth in the adjacent column.  
  
 (4) The closing price of our common stock on February 3, 2023.  
 

[sage4]

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