Curative Biotechnology Inc (CUBT)

[iRobot]

185,770 shares of Common Stock issuable upon the exercise of outstanding warrants having an average weighted exercise price of $30.23. Notwithstanding, such amount of warrants will increase by 1,091,480 shares of Common Stock (assuming the $6.00 offering price and utilizing the 1-for-400 reverse stock split as set forth on the cover page of this Prospectus) underlying the warrant issued to the lender in our March 2022 convertible note offering pursuant to an adjustment feature in the number of shares underlying the warrant upon the consummation of an underwritten equity financing of the Company’s securities at a price per share in such offering that if multiplied by 75%, would be less than $20.00. The lender in our March 2022 convertible note offering has informed us and the underwriter that it plans on selling the warrants in a private sale to another accredited investor prior to or in conjunction with the closing of this offering;