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Posted On: 11/13/2017 2:10:59 PM
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http://archive.fast-edgar.com//20171113/AIZCL...QZZ27Z292/
(JUst quoting the first part)
"PROSPECTUS SUPPLEMENT
(To Prospectus Dated September 21, 2017)
$28,499,720
INNOVATION PHARMACEUTICALS INC.
Class A Common Stock
Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to $28,499,720 of shares of our Class A common stock, par value $0.0001 per share (“common stock”) to Aspire Capital Fund, LLC (“Aspire Capital”) under a common stock purchase agreement entered into on September 6, 2017 (the “Purchase Agreement”).
The shares of common stock offered under the Purchase Agreement include (i) 300,000 shares of common stock previously issued to Aspire Capital in consideration for entering into the Purchase Agreement (the “Commitment Shares”), and (ii) additional shares of common stock, which may be sold from time to time to Aspire Capital until and including September 7, 2020, with an aggregate offering price of up to $30 million, of which approximately $1.5 million has previously been sold as of the date of this prospectus supplement (the “Purchase Shares”). The purchase price for any additional Purchase Shares will be based upon one of two formulas set forth in the Purchase Agreement depending on the type of purchase notice we submit to Aspire Capital from time to time.
Our common stock is currently quoted on the OTCQB under the symbol “IPIX.” On November 8, 2017, the last reported sales price of our common stock on the OTCQB was $0.72 per share.
Investing in our securities involves a high degree of risk. You should read “Risk Factors” beginning on page S-3 of this prospectus supplement and the reports we file with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, incorporated by reference in this prospectus supplement, to read about factors to consider before purchasing our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 13, 2017.
TABLE OF CONTENTS
Prospectus Supplement
Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-i
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
S-i
PROSPECTUS SUPPLEMENT SUMMARY
S-1
RISK FACTORS
S-3
USE OF PROCEEDS
S-4
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
S-4
DILUTION
S-5
THE ASPIRE TRANSACTION
S-5
PLAN OF DISTRIBUTION
S-9
LEGAL MATTERS
S-11
EXPERTS
S-11
WHERE YOU CAN FIND MORE INFORMATION
S-11
INFORMATION INCORPORATED BY REFERENCE
S-11
Prospectus
ABOUT THIS PROSPECTUS
1
ABOUT THE COMPANY
2
RISK FACTORS
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
3
WHERE YOU CAN FIND MORE INFORMATION
4
DOCUMENTS INCORPORATED BY REFERENCE
4
USE OF PROCEEDS
5
DILUTION
5
RATIO OF EARNINGS TO FIXED CHARGES
5
DESCRIPTION OF OUR CAPITAL STOCK
6
DESCRIPTION OF DEBT SECURITIES
8
DESCRIPTION OF WARRANTS
19
DESCRIPTION OF UNITS
21
PLAN OF DISTRIBUTION
21
LEGAL MATTERS
24
EXPERTS
24
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 (File No. 333-220419) that we filed with the Securities and Exchange Commission (the “SEC”) and that was declared effective by the SEC on September 21, 2017. Under this shelf registration process, we may, from time to time, offer common stock, preferred stock, debt securities, warrants and units, of which this offering is a part.
This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and also adds, updates and changes information contained in the accompanying prospectus and the documents incorporated herein by reference. The second part is the accompanying prospectus, which provides more general information about our common stock and other securities that do not pertain to this offering. To the extent that the information contained in this prospectus supplement conflicts with any information in the accompanying prospectus or any document incorporated by reference, the information in this prospectus supplement shall control. The information in this prospectus supplement may not contain all of the information that is important to you. You should read this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference carefully before deciding whether to invest in our securities.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, along with the information contained in any free writing prospectus that we have authorized for use in connection with this offering. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. We have not authorized anyone to provide you with different or additional information. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering is accurate only as of the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus supplement or the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties and covenants were accurate only as of the date when made; therefore, such representations, warranties and covenants should not be relied on as accurate representations of the current state of our affairs.
References to “Innovation Pharmaceuticals,” “we,” “our” and “us” in this prospectus supplement and the accompanying prospectus are to Innovation Pharmaceuticals Inc., unless the context otherwise requires. This document includes trade names and trademarks of other companies. All such trade names and trademarks appearing in this document are the property of their respective holders.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents we have incorporated by reference contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements convey our current expectations or forecasts of future events. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
S-i
Table of Contents
Forward-looking statements are generally identifiable by use of the words “estimate,” “project,” “believe,” “intend,” “plan,” “anticipate,” “expect” and similar expressions. These forward-looking statements include, but are not limited to, statements concerning our future drug development plans and projected timelines for the initiation and completion of preclinical and clinical trials; the potential for the results of ongoing preclinical or clinical trials; other statements regarding our future product development and regulatory strategies, including with respect to specific indications; any statements regarding our future financial performance, results of operations or sufficiency of capital resources to fund our operating requirements; and any other statements which are other than statements of historical fact. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Actual results could differ materially from those in forward-looking statements because of, among other reasons, the factors described below and in the periodic reports that we file with the SEC from time to time, including Forms 10-K, 10-Q and 8-K and any amendments thereto. The forward-looking statements are not guarantees of future performance. They are based on numerous assumptions that we believe are reasonable, but they are open to a wide range of uncertainties and business risks.
Key factors that could cause actual results to be different than expected or anticipated include, but are not limited to:
· our ability to continue to fund and successfully progress internal research and development efforts;
· our ability to create effective, commercially-viable drugs;
· our ability to effectively and timely conduct clinical trials;
· our ability to ultimately distribute our drug candidates;
· compliance with regulatory requirements;
· our capital needs; and
· other risks referred to in the section of this prospectus supplement entitled “Risk Factors” and in the SEC filings incorporated by reference in this prospectus supplement.
In light of these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on forward-looking statements, which are inherently unreliable and speak only as of the date of this prospectus supplement, accompanying prospectus or as of the date of any document incorporated by reference in this prospectus supplement or accompanying prospectus, as applicable. When considering forward-looking statements, you should keep in mind the cautionary statements in this prospectus supplement, accompanying prospectus and the documents incorporated by reference. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in or incorporated by reference in this prospectus supplement and accompanying prospectus might not occur.
S-ii
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about Innovation Pharmaceuticals Inc. This summary does not contain all of the information that may be important to you in making an investment decision. For a more complete understanding of Innovation Pharmaceuticals Inc., you should read carefully this entire prospectus supplement and the accompanying prospectus, including the “Risk Factors” section and the other documents we refer to and incorporate by reference. Unless otherwise indicated, “common stock” means our Class A common stock, par value $0.0001 per share.
Innovation Pharmaceuticals Inc. Overview
We are a clinical stage biopharmaceutical company developing innovative therapies with dermatology, oncology, anti-inflammatory and antibiotic applications. We own the rights to numerous drug compounds, and we devote most of our efforts and resources on our compounds in clinical trials: Prurisol for the treatment of psoriasis, Kevetrin for the treatment of ovarian cancer, and Brilacidin for treatments of skin infections, ulcerative proctitis (inflammatory bowel disease) and prevention of oral mucositis complicating chemoradiation treatment for cancer.
We anticipate using our expertise to manage and perform what we believe are the most critical aspects of the product development process which include: (i) design and oversight of clinical trials; (ii) development and execution of strategies for the protection and maintenance of intellectual property rights; and (iii) interactions with regulatory authorities domestically and internationally. We expect to concentrate on product development and engage in a limited way in product discovery, avoiding the significant investment of time and financial resources that is generally required for a promising compound to be identified and brought into clinical trials.
The Company was incorporated as Econoshare, Inc. on August 1, 2005 in the State of Nevada. On December 6, 2007, the Company acquired Cellceutix Pharma, Inc., a privately owned corporation formed under the laws of the State of Delaware on June 20, 2007. Following the acquisition, the Company changed its name to Cellceutix Corporation. Effective June 5, 2017, the Company amended its Articles of Incorporation and changed its name from Cellceutix Corporation to Innovation Pharmaceuticals Inc.
Our principal executive offices are located at 100 Cummings Center, Suite 151-B, Beverly, Massachusetts 01915, and our telephone number is (978) 921-4125. Our website is www.ipharminc.com. The information contained on or that can be accessed through or website (other than the specified SEC filings incorporated by reference in this prospectus supplement) is not incorporated in, and is not a part of, this prospectus supplement, and you should not rely on any such information in connection with your investment decision to purchase our securities.
S-1
Table of Contents
The Offering
The following summary is provided solely for your convenience and is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus supplement and the accompanying prospectus. For a more detailed description of our common stock, see “Description of Our Capital Stock” in the accompanying prospectus.
Issuer
Innovation Pharmaceuticals Inc.
Shares of Class A common stock offered
Up to $28,499,720 of shares of Class A common stock, par value $0.0001 per share
Shares of Class A common stock to be outstanding after this offering
Up to 179.7 million shares assuming sale of 39.6 million shares at a price of $0.72 per share, which was the closing price on the OTCQB on November 8, 2017. Actual shares issued will vary depending on the sales prices under this offering. (1)
Manner of Offering
Issuance of Purchase Shares to Aspire Capital from time to time, subject to certain minimum stock price requirements and daily caps for an aggregate offering price of up to $28,499,720. See “The Aspire Transaction” and “Plan of Distribution.”
Use of proceeds
We intend to use the net proceeds from this offering primarily for general working capital purposes. Accordingly, we will retain broad discretion over how these offering proceeds are used. See “Use of Proceeds” on page S-4.
OTCQB symbol
IPIX
Risk factors
An investment in our common stock involves risks, and prospective investors should carefully consider the matters discussed under “Risk Factors” beginning on page S-3 of this prospectus supplement and the reports we file with the SEC pursuant to the Securities Exchange Act of 1934, as amended, incorporated by reference in this prospectus supplement and the accompanying prospectus before making an investment in our common stock.
_________
(1)
The number of shares of common stock to be outstanding after this offering is based on 140.1 million shares of common stock outstanding as of November 6, 2017 and excludes shares issuable upon the exercise of outstanding options or the conversion of amounts outstanding under a convertible loan held by the Company’s Chief Executive Officer, which included approximately 45.5 million shares as of September 30, 2017.
Except as otherwise indicated, the information contained in this prospectus supplement assumes the sale of all of the shares offered hereby and assumes the sale of 39.6 million Purchase Shares at a price of $0.72 per share, which was the closing price on the OTCQB on November 8, 2017.
http://archive.fast-edgar.com//20171113/AIZCL...QZZ27Z292/
(JUst quoting the first part)
"PROSPECTUS SUPPLEMENT
(To Prospectus Dated September 21, 2017)
$28,499,720
INNOVATION PHARMACEUTICALS INC.
Class A Common Stock
Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to $28,499,720 of shares of our Class A common stock, par value $0.0001 per share (“common stock”) to Aspire Capital Fund, LLC (“Aspire Capital”) under a common stock purchase agreement entered into on September 6, 2017 (the “Purchase Agreement”).
The shares of common stock offered under the Purchase Agreement include (i) 300,000 shares of common stock previously issued to Aspire Capital in consideration for entering into the Purchase Agreement (the “Commitment Shares”), and (ii) additional shares of common stock, which may be sold from time to time to Aspire Capital until and including September 7, 2020, with an aggregate offering price of up to $30 million, of which approximately $1.5 million has previously been sold as of the date of this prospectus supplement (the “Purchase Shares”). The purchase price for any additional Purchase Shares will be based upon one of two formulas set forth in the Purchase Agreement depending on the type of purchase notice we submit to Aspire Capital from time to time.
Our common stock is currently quoted on the OTCQB under the symbol “IPIX.” On November 8, 2017, the last reported sales price of our common stock on the OTCQB was $0.72 per share.
Investing in our securities involves a high degree of risk. You should read “Risk Factors” beginning on page S-3 of this prospectus supplement and the reports we file with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, incorporated by reference in this prospectus supplement, to read about factors to consider before purchasing our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 13, 2017.
TABLE OF CONTENTS
Prospectus Supplement
Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-i
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
S-i
PROSPECTUS SUPPLEMENT SUMMARY
S-1
RISK FACTORS
S-3
USE OF PROCEEDS
S-4
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
S-4
DILUTION
S-5
THE ASPIRE TRANSACTION
S-5
PLAN OF DISTRIBUTION
S-9
LEGAL MATTERS
S-11
EXPERTS
S-11
WHERE YOU CAN FIND MORE INFORMATION
S-11
INFORMATION INCORPORATED BY REFERENCE
S-11
Prospectus
ABOUT THIS PROSPECTUS
1
ABOUT THE COMPANY
2
RISK FACTORS
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
3
WHERE YOU CAN FIND MORE INFORMATION
4
DOCUMENTS INCORPORATED BY REFERENCE
4
USE OF PROCEEDS
5
DILUTION
5
RATIO OF EARNINGS TO FIXED CHARGES
5
DESCRIPTION OF OUR CAPITAL STOCK
6
DESCRIPTION OF DEBT SECURITIES
8
DESCRIPTION OF WARRANTS
19
DESCRIPTION OF UNITS
21
PLAN OF DISTRIBUTION
21
LEGAL MATTERS
24
EXPERTS
24
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 (File No. 333-220419) that we filed with the Securities and Exchange Commission (the “SEC”) and that was declared effective by the SEC on September 21, 2017. Under this shelf registration process, we may, from time to time, offer common stock, preferred stock, debt securities, warrants and units, of which this offering is a part.
This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and also adds, updates and changes information contained in the accompanying prospectus and the documents incorporated herein by reference. The second part is the accompanying prospectus, which provides more general information about our common stock and other securities that do not pertain to this offering. To the extent that the information contained in this prospectus supplement conflicts with any information in the accompanying prospectus or any document incorporated by reference, the information in this prospectus supplement shall control. The information in this prospectus supplement may not contain all of the information that is important to you. You should read this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference carefully before deciding whether to invest in our securities.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, along with the information contained in any free writing prospectus that we have authorized for use in connection with this offering. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. We have not authorized anyone to provide you with different or additional information. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering is accurate only as of the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus supplement or the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties and covenants were accurate only as of the date when made; therefore, such representations, warranties and covenants should not be relied on as accurate representations of the current state of our affairs.
References to “Innovation Pharmaceuticals,” “we,” “our” and “us” in this prospectus supplement and the accompanying prospectus are to Innovation Pharmaceuticals Inc., unless the context otherwise requires. This document includes trade names and trademarks of other companies. All such trade names and trademarks appearing in this document are the property of their respective holders.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents we have incorporated by reference contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements convey our current expectations or forecasts of future events. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
S-i
Table of Contents
Forward-looking statements are generally identifiable by use of the words “estimate,” “project,” “believe,” “intend,” “plan,” “anticipate,” “expect” and similar expressions. These forward-looking statements include, but are not limited to, statements concerning our future drug development plans and projected timelines for the initiation and completion of preclinical and clinical trials; the potential for the results of ongoing preclinical or clinical trials; other statements regarding our future product development and regulatory strategies, including with respect to specific indications; any statements regarding our future financial performance, results of operations or sufficiency of capital resources to fund our operating requirements; and any other statements which are other than statements of historical fact. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Actual results could differ materially from those in forward-looking statements because of, among other reasons, the factors described below and in the periodic reports that we file with the SEC from time to time, including Forms 10-K, 10-Q and 8-K and any amendments thereto. The forward-looking statements are not guarantees of future performance. They are based on numerous assumptions that we believe are reasonable, but they are open to a wide range of uncertainties and business risks.
Key factors that could cause actual results to be different than expected or anticipated include, but are not limited to:
· our ability to continue to fund and successfully progress internal research and development efforts;
· our ability to create effective, commercially-viable drugs;
· our ability to effectively and timely conduct clinical trials;
· our ability to ultimately distribute our drug candidates;
· compliance with regulatory requirements;
· our capital needs; and
· other risks referred to in the section of this prospectus supplement entitled “Risk Factors” and in the SEC filings incorporated by reference in this prospectus supplement.
In light of these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on forward-looking statements, which are inherently unreliable and speak only as of the date of this prospectus supplement, accompanying prospectus or as of the date of any document incorporated by reference in this prospectus supplement or accompanying prospectus, as applicable. When considering forward-looking statements, you should keep in mind the cautionary statements in this prospectus supplement, accompanying prospectus and the documents incorporated by reference. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in or incorporated by reference in this prospectus supplement and accompanying prospectus might not occur.
S-ii
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about Innovation Pharmaceuticals Inc. This summary does not contain all of the information that may be important to you in making an investment decision. For a more complete understanding of Innovation Pharmaceuticals Inc., you should read carefully this entire prospectus supplement and the accompanying prospectus, including the “Risk Factors” section and the other documents we refer to and incorporate by reference. Unless otherwise indicated, “common stock” means our Class A common stock, par value $0.0001 per share.
Innovation Pharmaceuticals Inc. Overview
We are a clinical stage biopharmaceutical company developing innovative therapies with dermatology, oncology, anti-inflammatory and antibiotic applications. We own the rights to numerous drug compounds, and we devote most of our efforts and resources on our compounds in clinical trials: Prurisol for the treatment of psoriasis, Kevetrin for the treatment of ovarian cancer, and Brilacidin for treatments of skin infections, ulcerative proctitis (inflammatory bowel disease) and prevention of oral mucositis complicating chemoradiation treatment for cancer.
We anticipate using our expertise to manage and perform what we believe are the most critical aspects of the product development process which include: (i) design and oversight of clinical trials; (ii) development and execution of strategies for the protection and maintenance of intellectual property rights; and (iii) interactions with regulatory authorities domestically and internationally. We expect to concentrate on product development and engage in a limited way in product discovery, avoiding the significant investment of time and financial resources that is generally required for a promising compound to be identified and brought into clinical trials.
The Company was incorporated as Econoshare, Inc. on August 1, 2005 in the State of Nevada. On December 6, 2007, the Company acquired Cellceutix Pharma, Inc., a privately owned corporation formed under the laws of the State of Delaware on June 20, 2007. Following the acquisition, the Company changed its name to Cellceutix Corporation. Effective June 5, 2017, the Company amended its Articles of Incorporation and changed its name from Cellceutix Corporation to Innovation Pharmaceuticals Inc.
Our principal executive offices are located at 100 Cummings Center, Suite 151-B, Beverly, Massachusetts 01915, and our telephone number is (978) 921-4125. Our website is www.ipharminc.com. The information contained on or that can be accessed through or website (other than the specified SEC filings incorporated by reference in this prospectus supplement) is not incorporated in, and is not a part of, this prospectus supplement, and you should not rely on any such information in connection with your investment decision to purchase our securities.
S-1
Table of Contents
The Offering
The following summary is provided solely for your convenience and is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus supplement and the accompanying prospectus. For a more detailed description of our common stock, see “Description of Our Capital Stock” in the accompanying prospectus.
Issuer
Innovation Pharmaceuticals Inc.
Shares of Class A common stock offered
Up to $28,499,720 of shares of Class A common stock, par value $0.0001 per share
Shares of Class A common stock to be outstanding after this offering
Up to 179.7 million shares assuming sale of 39.6 million shares at a price of $0.72 per share, which was the closing price on the OTCQB on November 8, 2017. Actual shares issued will vary depending on the sales prices under this offering. (1)
Manner of Offering
Issuance of Purchase Shares to Aspire Capital from time to time, subject to certain minimum stock price requirements and daily caps for an aggregate offering price of up to $28,499,720. See “The Aspire Transaction” and “Plan of Distribution.”
Use of proceeds
We intend to use the net proceeds from this offering primarily for general working capital purposes. Accordingly, we will retain broad discretion over how these offering proceeds are used. See “Use of Proceeds” on page S-4.
OTCQB symbol
IPIX
Risk factors
An investment in our common stock involves risks, and prospective investors should carefully consider the matters discussed under “Risk Factors” beginning on page S-3 of this prospectus supplement and the reports we file with the SEC pursuant to the Securities Exchange Act of 1934, as amended, incorporated by reference in this prospectus supplement and the accompanying prospectus before making an investment in our common stock.
_________
(1)
The number of shares of common stock to be outstanding after this offering is based on 140.1 million shares of common stock outstanding as of November 6, 2017 and excludes shares issuable upon the exercise of outstanding options or the conversion of amounts outstanding under a convertible loan held by the Company’s Chief Executive Officer, which included approximately 45.5 million shares as of September 30, 2017.
Except as otherwise indicated, the information contained in this prospectus supplement assumes the sale of all of the shares offered hereby and assumes the sale of 39.6 million Purchase Shares at a price of $0.72 per share, which was the closing price on the OTCQB on November 8, 2017.
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