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This offering is being conducted pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and exemptions under certain state securities laws and certain rules and regulations promulgated pursuant thereto. Only accredited investors as defined in Rule 501(a) of Regulation D may participate in this offering. The Shares being offered herein have not been registered under the Securities Act, or applicable state securities laws, nor has the United States Securities and Exchange Commission or any state regulatory authority passed upon the accuracy or adequacy of the PPM or endorsed the merits of this offering. Any representation to the contrary is a criminal offense. The PPM is not, and under no circumstance is to be construed as, a prospectus or advertisement for a public offering of the Shares.
An investment in the Shares is highly speculative and involves a high degree of risk. Investors should be aware that they shall be required to bear the financial risks of this investment for an indefinite period of time. Prospective investors should read the entire PPM, but should not consider it to be legal or tax advice, and should retain their own professional advisors to review and evaluate the economic, tax and other consequences of an investment in the Shares. This presentation is provided by the Company. The information is in summary form for convenience of presentation and is qualified in its entirety by the information set forth in the PPM, including, but not limited to, the risk factors set forth therein.
This communication is neither an offer to sell nor a solicitation of an offer to buy any Shares, which can only be made through official offering documents provided by the Company. No offer or invitation or solicitation to purchase Shares will be made prior to the delivery of offering documents relating to the Shares being offered by the Company. Before making an investment decision with respect to any investment, potential investors are advised to carefully read the PPM and the related documents thereto.
Certain statements in this presentation constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements that address expectations or projections about the future, including statements about product development, market position, expected expenditures and financial results, are forward-looking statements. Some of the forward- looking statements may be identified by words like such as “estimates,” “projects,” “intends,” “forecasts,” “anticipates,” “plans,” “indicates,” “planning,” “expects,” “believes,” “will,” “will likely,” “should,” “could,” “would,” “may,” or the negative of these words or other variations or similar expressions or terminology. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. These statements are neither historical facts nor guarantees of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict and many of which are outside of our control. Accordingly, actual results or performance of the Company may differ materially from forward-looking statements made herein. Therefore, you should not rely on any of these forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed under the heading “Risk Factors” in the PPM, which recipients of the PPM should carefully consider. These factors include, but are not limited to: our ability to raise funds for general corporate purposes and operations, including our clinical trials, the commercial feasibility and success of our technology, the commercial feasibility and acceptance of our drug products, our ability to recruit qualified management and technical personnel, the success of our clinical trials, our ability to obtain and maintain required regulatory approvals for our products; and the other factors discussed elsewhere in the PPM. This list of factors is not exclusive. Except as may be required under applicable securities laws, we do not undertake any obligation to update or publicly release the result of any revision to these forward-looking statements to reflect events or circumstances occurring after the date they are made or to reflect the occurrence of unanticipated events.
Confidentiality: You acknowledge and agree that all of the information contained in this presentation is of a confidential nature. You agree that you will treat such information in a confidential manner, will not use such information for any purpose other than evaluating an investment in the Shares and will not, directly or indirectly, disclose or permit your agents, representatives or affiliates to disclose any such information without the prior written consent of the Company. You also agree to make your agents, affiliates and representatives aware of the confidential nature of the information contained in this presentation and the terms of this provision, including your agreement to not disclose such information, and to be responsible for any disclosure or other improper use of such information by such agents, affiliates or representatives.Likewise, without the prior written consent of the Company, you agree that you will not, directly or indirectly, make any statements, public announcements or other release or provision of information in any form to any trade publication, to the press or to any other person or entity whose primary business is or includes the publication or dissemination of information related to the subject matter of this presentation. If you decide not to pursue further investigation of the Company or to not participate in the offering, you agree to promptly return any copies of this presentation and any related documentation to the Company. You also agree to promptly destroy any copies (including electronic copies) of this presentation and related documentation upon request of the Company.