|
Alabama
|
| |
8731
|
| |
45-4618270
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification No.) |
|
|
Darrick M. Mix, Esq.
Justin A. Santarosa, Esq. Duane Morris LLP 30 South 17th Street Philadelphia, Pennsylvania 19103 (215) 979-1227 |
| |
Mitchell S. Nussbaum, Esq.
Norwood P. Beveridge, Jr., Esq. Lili Taheri, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 (212) 407-4000 |
|
| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | |
Smaller reporting company ☒
Emerging growth company ☒
|
|
| | |
Per Share
|
| |
Total
|
|
Initial public offering price
|
| | | | | | |
Underwriting discounts and commissions(1)
|
| | | | | | |
Proceeds to us, before expenses
|
| | | | | | |
| | | | | 1 | | | |
| | | | | 9 | | | |
| | | | | 10 | | | |
| | | | | 12 | | | |
| | | | | 50 | | | |
| | | | | 51 | | | |
| | | | | 52 | | | |
| | | | | 53 | | | |
| | | | | 55 | | | |
| | | | | 56 | | | |
| | | | | 57 | | | |
| | | | | 58 | | | |
| | | | | 60 | | | |
| | | | | 62 | | | |
| | | | | 70 | | | |
| | | | | 71 | | | |
| | | | | 99 | | | |
| | | | | 106 | | | |
| | | | | 114 | | | |
| | | | | 115 | | | |
| | | | | 117 | | | |
| | | | | 120 | | | |
| | | | | 122 | | | |
| | | | | 131 | | | |
| | | | | 131 | | | |
| | | | | 131 | | | |
| | | | | F-1 | | |
| | |
Year Ended December 31,
|
| |
Six Months
Ended June 30, |
| ||||||||||||||||||
(in thousands, except per share data)
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2019
|
| ||||||||||||
| | | | | | | | | | | | | | |
(Unaudited)
|
| |||||||||
Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | $ | 836 | | | | | $ | 854 | | | | | $ | 88 | | | | | $ | 164 | | |
General and administrative
|
| | | | 1,342 | | | | | | 1,107 | | | | | | 833 | | | | | | 712 | | |
Total operating expenses
|
| | | | 2,178 | | | | | | 1,961 | | | | | | 921 | | | | | | 876 | | |
Loss from operations
|
| | | | (2,178) | | | | | | (1,961) | | | | | | (921) | | | | | | (876) | | |
Other income (expense)
|
| | | | (295) | | | | | | (152) | | | | | | (200) | | | | | | (147) | | |
Net loss
|
| | | $ | (2,473) | | | | | $ | (2,113) | | | | | $ | (1,121) | | | | | $ | (1,023) | | |
Pro forma net loss per common share – basic and diluted
(unaudited)(1) |
| | | $ | (0.51) | | | | | | | | | | | $ | (0.23) | | | | | | | | |
Pro forma weighted average common shares outstanding – basic and diluted (unaudited)(1)
|
| | | | 4,832,499 | | | | | | | | | | | | 4,832,499 | | | | | | | | |
| | |
As of June 30, 2020
|
| |||||||||||||||
(in thousands)
|
| |
Actual
|
| |
Pro Forma(1)
|
| |
Pro Forma As
Adjusted(2) |
| |||||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
| |
(Unaudited)
|
| |||||||||
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |
Cash
|
| | | $ | 1,048 | | | | | $ | 1,048 | | | | | $ | 27,517 | | |
Working capital
|
| | | | (637) | | | | | | 235 | | | | | | 27,182 | | |
Total assets
|
| | | | 1,273 | | | | | | 1,273 | | | | | | 27,681 | | |
Convertible promissory notes, net of unamortized deferred
issuance costs |
| | | | 5,486 | | | | | | — | | | | | | — | | |
Preferred members’ interests, non-voting, net
|
| | | | 75 | | | | | | 75 | | | | | | — | | |
Equity (deficit)
|
| | | | (6,139) | | | | | | 220 | | | | | | 27,182 | | |
| | |
As of June 30, 2020
|
| |||||||||||||||
| | |
Actual
|
| |
Pro Forma
|
| |
Pro Forma
As Adjusted |
| |||||||||
| | |
(in thousands, except share and per
share data) |
| |||||||||||||||
Cash
|
| | | $ | 1,048 | | | | | $ | 1,048 | | | | | $ | 27,517 | | |
Convertible promissory notes
|
| | | $ | 5,486 | | | | | $ | — | | | | | $ | — | | |
Preferred members’ interests, non-voting
|
| | | $ | 75 | | | | | $ | 75 | | | | | $ | — | | |
Members’ Equity (deficit): | | | | | | | | | | | | | | | | | | | |
Membership interests, actual; none issued and outstanding, pro forma and
pro forma as adjusted |
| | | $ | 12,601 | | | | | $ | — | | | | | $ | — | | |
Stockholders’ Equity (deficit): | | | | | | | | | | | | | | | | | | | |
Common stock, $0.0001 par value; no shares authorized, and no shares
issued and outstanding, actual; 43,000,000 shares authorized, pro forma and pro forma as adjusted; 4,832,499 shares issued and outstanding, pro forma; 7,832,499 shares issued and outstanding, pro forma as adjusted |
| | | $ | — | | | | | $ | 0 | | | | | $ | 1 | | |
Preferred stock, $0.0001 par value; no shares authorized, and no shares issued and outstanding, actual; 2,000,000 shares authorized and no shares issued and outstanding, pro forma and pro forma as adjusted
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Additional paid-in capital
|
| | | $ | — | | | | | $ | 19,017 | | | | | $ | 45,979 | | |
Accumulated deficit
|
| | | $ | (18,740) | | | | | $ | (18,798) | | | | | $ | (18,798) | | |
Total members’ / stockholders’ equity (deficit)
|
| | | $ | (6,139) | | | | | $ | 220 | | | | | $ | 27,182 | | |
Total capitalization
|
| | | $ | 1,273 | | | | | $ | 1,273 | | | | | $ | 27,681 | | |
|
Initial public offering price per share
|
| | | | | | | | | $ | 10.00 | | |
|
Historical net tangible book value deficit per share as of June 30, 2020
|
| | | $ | (1.52) | | | | | | | | |
|
Increase in pro forma net tangible book value per share attributable to the conversion of outstanding convertible promissory notes
|
| | | $ | 1.57 | | | | | | | | |
|
Pro forma net tangible book value per share as of June 30, 2020
|
| | | $ | 0.05 | | | | | | | | |
|
Increase in pro forma as adjusted net tangible book value per share attributable to this offering
|
| | | $ | 3.42 | | | | | | | | |
|
Pro forma as adjusted net tangible book value per share after this offering
|
| | | | | | | | | $ | 3.47 | | |
|
Dilution per share to new investors purchasing common stock this offering
|
| | | | | | | | | $ | 6.53 | | |
| | |
Shares Purchased
|
| |
Total
Consideration |
| |
Average Price
Per Share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percent
|
| |
Amount
|
| |
Percent
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||
Existing stockholders | | | | | 4,832,499 | | | | | | 61.7% | | | | | $ | 17,145 | | | | | | 36.4% | | | | | $ | 3.55 | | |
New investors | | | | | 3,000,000 | | | | | | 38.3% | | | | | $ | 30,000 | | | | | | 63.6% | | | | | $ | 10.00 | | |
Total
|
| | | | 7,832,499 | | | | | | 100% | | | | | $ | 47,145 | | | | | | 100% | | | | | | | | |
| | |
Year Ended December 31,
|
| |
Six Months
Ended June 30, |
| ||||||||||||||||||
(in thousands, except for per share data)
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2019
|
| ||||||||||||
| | | | | | | | | | | | | | |
(Unaudited)
|
| |||||||||
Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | $ | 836 | | | | | $ | 854 | | | | | $ | 88 | | | | | $ | 164 | | |
General and administrative
|
| | | | 1,342 | | | | | | 1,107 | | | | | | 833 | | | | | | 712 | | |
Total operating expenses
|
| | | | 2,178 | | | | | | 1,961 | | | | | | 921 | | | | | | 876 | | |
Loss from operations
|
| | | | (2,178) | | | | | | (1,961) | | | | | | (921) | | | | | | (876) | | |
Other income (expense)
|
| | | | (295) | | | | | | (152) | | | | | | (200) | | | | | | (147) | | |
Net loss
|
| | | $ | (2,473) | | | | | $ | (2,113) | | | | | $ | (1,121) | | | | | $ | (1,023) | | |
Pro forma net loss per common share – basic and diluted
(unaudited)(1) |
| | | $ | (0.51) | | | | | | | | | | | $ | (0.23) | | | | | | | | |
Pro forma weighted average common shares outstanding – basic and diluted (unaudited)(1)
|
| | | | 4,832,499 | | | | | | | | | | | | 4,832,499 | | | | | | | | |
| | |
As of June 30, 2020
|
| |||||||||||||||
(in thousands)
|
| |
Actual
|
| |
Pro Forma(1)
|
| |
Pro Forma
As Adjusted(2) |
| |||||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
| |
(Unaudited)
|
| |||||||||
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |
Cash
|
| | | $ | 1,048 | | | | | $ | 1,048 | | | | | $ | 27,517 | | |
Working capital
|
| | | | (637) | | | | | | 235 | | | | | | 27,182 | | |
Total assets
|
| | | | 1,273 | | | | | | 1,273 | | | | | | 27,681 | | |
Convertible promissory notes, net of unamortized deferred issuance
costs |
| | | | 5,486 | | | | | | — | | | | | | — | | |
| | |
As of June 30, 2020
|
| |||||||||||||||
(in thousands)
|
| |
Actual
|
| |
Pro Forma(1)
|
| |
Pro Forma
As Adjusted(2) |
| |||||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
| |
(Unaudited)
|
| |||||||||
Preferred members’ interests, non-voting, net
|
| | | | 75 | | | | | | 75 | | | | | | — | | |
Equity (deficit)
|
| | | | (6,139) | | | | | | 220 | | | | | | 27,182 | | |
| | |
Year Ended
December 31, |
| |
Six Months
Ended June 30, |
| ||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
2020
|
| |
2019
|
| ||||||||||||
| | | | | | | | | | | | | | |
(Unaudited)
|
| |||||||||
Research and development
|
| | | $ | 836,175 | | | | | $ | 854,109 | | | | | $ | 87,564 | | | | | $ | 164,030 | | |
General and administrative
|
| | | | 1,342,324 | | | | | | 1,107,386 | | | | | | 833,368 | | | | | | 712,410 | | |
| | | | $ | 2,178,499 | | | | | $ | 1,961,495 | | | | | $ | 920,932 | | | | | $ | 876,440 | | |
| | |
Years Ended
December 31, |
| |
Six Months Ended
June 30, |
| ||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
2020
|
| |
2019
|
| ||||||||||||
| | | | | | | | | | | | | | |
(Unaudited)
|
| |||||||||
Statement of Cash Flows Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Total net cash (used in) provided by: | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating activities
|
| | | $ | (2,092,150) | | | | | $ | (1,195,955) | | | | | $ | (1,049,944) | | | | | $ | (1,111,728) | | |
Financing activities
|
| | | | 2,371,508 | | | | | | 1,150,468 | | | | | | 1,789,052 | | | | | | 1,807,903 | | |
Increase (decrease) in cash
|
| | | $ | 279,358 | | | | | $ | (45,487) | | | | | $ | 739,108 | | | | | $ | 696,175 | | |
Pain Analysis
|
| |
Placebo LS
Change @ Endpoint (SE) |
| |
IMC-1 LS
Change @ Endpoint (SE) |
| |
Contrast (SE)
|
| |
P- Value
|
| |||
NRS 24-hour recall, MMRM LOCF/BOCF Imputation @ 16 weeks
|
| |
-1.1 (0.28)
|
| |
-1.9 (0.28)
|
| |
-0.8 (0.37)
|
| | | | 0.031 | | |
FIQ-R 7-days recall, MMRM LOCF/BOCF Imputation @ 16 weeks
|
| |
-0.92 (0.30)
|
| |
-2.2 (0.30)
|
| |
-1.25 (0.38)
|
| | | | 0.001 | | |
50% Pain Responder Analysis
|
| |
Measure
|
| |
Placebo
Responders (%) |
| |
Placebo
Non-Responders (%) |
| |
IMC-1
Responders (%) |
| |
IMC-1
Non-Responders |
| |
P-Value
|
| |||
Week 16 Visit, 50% Reduction
|
| |
NRS
|
| |
11 (15.1)
|
| |
62 (84.9)
|
| |
20 (30.3)
|
| |
46 (69.7)
|
| | | | 0.009 | | |
Week 16 Visit, 50% Reduction
|
| |
FIQ-R Pain
|
| |
12 (16.9)
|
| |
59 (83.1)
|
| |
25 (37.9)
|
| |
41 (62.1)
|
| | | | 0.001 | | |
30% Pain Responder Analysis
|
| |
Measure
|
| |
Placebo
Responders (%) |
| |
Placebo
Non-Responders (%) |
| |
IMC-1
Responders (%) |
| |
IMC-1
Non-Responders |
| |
P-Value
|
| |||
Week 16 Visit, 30%
Reduction . . . . . . . . . . . |
| |
NRS
|
| |
23 (31.5)
|
| |
50 (68.5)
|
| |
28 (42.4)
|
| |
38 (57.6)
|
| | | | 0.052 | | |
Week 16 Visit, 30%
Reduction . . . . . . . . . . . |
| |
FIQ-R Pain
|
| |
20 (28.2)
|
| |
51 (71.8)
|
| |
29 (43.9)
|
| |
37 (56.1)
|
| | | | 0.012 | | |
PGIC Analysis
|
| |
Placebo
Responders (%) |
| |
Placebo
Non-Responders (%) |
| |
IMC-1
Responders (%) |
| |
IMC-1
Non-Responders |
| |
P- Value
|
| |||
Week 6 Visit
|
| |
14 (19.2)
|
| |
59 (80.8)
|
| |
26 (37.7)
|
| |
43 (62.3)
|
| | | | 0.040 | | |
Week 12 Visit
|
| |
13 (17.8)
|
| |
60 (82.2)
|
| |
26 (37.7)
|
| |
43 (62.3)
|
| | | | 0.005 | | |
Week 16 Visit
|
| |
14 (19.2)
|
| |
59 (80.8)
|
| |
23 (33.3)
|
| |
46 (66.6)
|
| | | | 0.040 | | |
Outcomes Measure
|
| |
Method
|
| |
Placebo
Baseline |
| |
IMC-1
Baseline |
| |
Placebo LS
Change (SE) |
| |
IMC-1 LS
Change (SE) |
| |
Contrast (SE)
|
| |
P- Value
|
| |||
FIQ-R
|
| |
Week 16 MMRM LOCF/BOCF
|
| |
56.81 (73)
|
| |
54.28 (69)
|
| |
-7.87 (2.33)
|
| |
-17.54 (2.40)
|
| |
-9.67 (3.05)
|
| | | | 0.002 | | |
PROMIS Fatigue
|
| |
Week 16 MMRM LOCF/BOCF
|
| |
65.83 (73)
|
| |
65.55 (69)
|
| |
-2.68 (0.93)
|
| |
-6.65 (0.96)
|
| |
-3.96 (1.22)
|
| | | | 0.001 | | |
Week 16
FIQ-R Analysis LOCF/BOCF Imputation)* |
| |
LS Mean (SE) Change from Baseline
|
| | | | | | | | | | |||
|
Placebo
|
| |
IMC-1
|
| | | | | | | | | | ||
|
N = 71
|
| |
N = 66
|
| |
Contrast (SE)
|
| |
P- Value**
|
| |||||
Functional Domain
|
| |
-5.44 (2.32)
|
| |
-14.29 (2.40)
|
| |
-8.85 (3.03)
|
| | | | 0.004 | | |
Overall Impact Domain
|
| |
-1.89 (0.61)
|
| |
-4.29 (0.63)
|
| |
-2.40 (0.79)
|
| | | | 0.003 | | |
Symptoms Domain
|
| |
-7.90 (2.33)
|
| |
-16.77 (2.40)
|
| |
-8.88 (3.06)
|
| | | | 0.004 | | |
Name
|
| |
Age
|
| |
Position
|
|
Executive Officers | | | | | | | |
Greg Duncan | | |
55
|
| | Chief Executive Officer, and Chairman | |
Richard Burch(2) | | |
64
|
| | President, Director | |
R. Michael Gendreau, M.D., Ph.D. | | |
65
|
| | Chief Medical Officer | |
Ralph Grosswald | | |
52
|
| | Vice President of Operations | |
Angela Walsh | | |
54
|
| | Vice President of Finance, Treasurer | |
Directors | | | | | | | |
Robert Buchalter(1) | | |
64
|
| | Director | |
Abel De La Rosa, Ph.D.(3) | | |
57
|
| | Director | |
David Keefer | | |
67
|
| | Director | |
William L. Pridgen, M.D. | | |
60
|
| | Founder, Director | |
John C. Thomas, Jr.(3) | | |
67
|
| | Director | |
Richard J. Whitley, M.D.(3) | | |
75
|
| | Director | |
Robert Young(1) | | |
73
|
| | Director | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Option
Awards ($) |
| |
Total
($) |
| ||||||||||||
William L. Pridgen, M.D.(1) | | | | | 2019 | | | | | | 350,000 | | | | | | — | | | | | | 350,000 | | |
Chief Executive Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Richard Burch | | | | | 2019 | | | | | | 350,000 | | | | | | — | | | | | | 350,000 | | |
President
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Number of
Shares Beneficially Owned Prior to Offering |
| |
Percentage of
Shares Beneficially Owned |
| ||||||||||||
Name of Beneficial Owner
|
| |
Prior to
Offering |
| |
After
Offering |
| ||||||||||||
Robert Buchalter
|
| | | | 4,858(1) | | | | | | * | | | | | | * | | |
Richard Burch
|
| | | | 440,078(2) | | | | | | 8.59% | | | | | | 5.42% | | |
Abel De La Rosa
|
| | | | — | | | | | | — | | | | | | — | | |
Greg Duncan
|
| | | | 410,105(3) | | | | | | 7.83% | | | | | | 4.98% | | |
David Keefer
|
| | | | 7,709(4) | | | | | | * | | | | | | * | | |
William L. Pridgen, M.D.
|
| | | | 730,384(5) | | | | | | 15.11% | | | | | | 9.32% | | |
John C. Thomas, Jr.
|
| | | | — | | | | | | — | | | | | | — | | |
Angela Walsh
|
| | | | 40,625(6) | | | | | | * | | | | | | * | | |
Richard J. Whitley, M.D.
|
| | | | — | | | | | | — | | | | | | — | | |
Robert Young
|
| | | | 47,058 | | | | | | * | | | | | | * | | |
Directors and Officers as a group (8 individuals before offering and 9 individuals upon offering)
|
| | | | 1,721,442 | | | | | | 30.65% | | | | | | 19.98% | | |
Beneficial Owners of more than 5% of our common stock:
|
| | | | | | | | | | | | | | | | | | |
The University of Alabama(7)
|
| | | | 323,963 | | | | | | 6.70% | | | | | | 4.14% | | |
Underwriter
|
| |
Number of
Shares |
| |||
ThinkEquity, a division of Fordham Financial Management, Inc.
|
| | | | | | |
| | | | | | | |
Total
|
| | | | 3,000,000 | | |
| | | | | | | | |
Total
|
| |||||||||
| | |
Per Share
|
| |
Without
Option |
| |
With
Option |
| |||||||||
Public offering price
|
| | | $ | | | | | $ | | | | | $ | | | |||
Underwriting discounts and commissions (7%)
|
| | | $ | | | | | $ | | | | | $ | | | |||
Non-accountable expense allowance (1%)
|
| | | $ | | | | | $ | | | | | $ | | | |||
Proceeds, before expenses, to us
|
| | | $ | | | | | $ | | | | | $ | | | |
| | |
Page(s)
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-17 | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-21 | | |
December 31
|
| |
2019
|
| |
2018
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | |
$
|
309,384
|
| | | | $ | 30,026 | | |
Prepaid expenses and other current assets
|
| | |
|
6,516
|
| | | | | 12,372 | | |
Total current assets
|
| | |
|
315,900
|
| | | | | 42,398 | | |
Deferred issuance costs
|
| | |
|
—
|
| | | | | 23,537 | | |
Total assets
|
| | |
$
|
315,900
|
| | | | $ | 65,935 | | |
Liabilities and members’ deficit | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | |
$
|
35,421
|
| | | | $ | 145,656 | | |
Accrued expenses
|
| | |
|
525,445
|
| | | | | 174,427 | | |
Accrued salaries
|
| | |
|
1,060,000
|
| | | | | 1,006,250 | | |
Total current liabilities
|
| | |
|
1,620,866
|
| | | | | 1,326,333 | | |
Convertible promissory notes, net
|
| | |
|
3,637,543
|
| | | | | — | | |
Total liabilities
|
| | |
|
5,258,409
|
| | | | | 1,326,333 | | |
Commitments and contingencies (Note 9) | | | | | | | | | | | | | |
Preferred members’ interests, non-voting, net
|
| | |
|
75,000
|
| | | | | 1,283,484 | | |
Members’ deficit: | | | | | | | | | | | | | |
Member’s interests, voting
|
| | |
|
—
|
| | | | | — | | |
Members’ interests, non-voting
|
| | |
|
12,601,201
|
| | | | | 12,601,201 | | |
Accumulated deficit
|
| | |
|
(17,618,710)
|
| | | | | (15,145,083) | | |
Total members’ deficit
|
| | |
|
(5,017,509)
|
| | | | | (2,543,882) | | |
Total liabilities and members’ deficit
|
| | |
$
|
315,900
|
| | | | $ | 65,935 | | |
For the years ended December 31
|
| |
2019
|
| |
2018
|
| ||||||
Revenue
|
| | |
$
|
—
|
| | | | $ | — | | |
Research and development expenses
|
| | |
|
836,175
|
| | | | | 854,109 | | |
General and administrative expenses
|
| | |
|
1,342,324
|
| | | | | 1,107,386 | | |
Operating loss
|
| | |
|
(2,178,499)
|
| | | | | (1,961,495) | | |
Interest expense, net
|
| | |
|
(295,128)
|
| | | | | (152,103) | | |
Other income
|
| | |
|
—
|
| | | | | 6 | | |
Loss before provision for income taxes
|
| | |
|
(2,473,627)
|
| | | | | (2,113,592) | | |
Provision for income taxes
|
| | |
|
—
|
| | | | | — | | |
Net loss
|
| | |
$
|
(2,473,627)
|
| | | | $ | (2,113,592) | | |
Pro forma information (unaudited): | | | | | | | | | | | | | |
Net loss
|
| | | $ | (2,473,627) | | | | | | | | |
Pro forma income tax (expense) benefit
|
| | | | — | | | | | | | | |
Pro forma net loss
|
| | | $ | (2,473,627) | | | | | | | | |
Pro forma net loss per share – basic and diluted
|
| | | $ | (0.51) | | | | | | | | |
Weighted average pro forma number of shares outstanding – basic and diluted
|
| | | | 4,832,499 | | | | | | | | |
| | |
Voting
Member’s Interests |
| |
Non-voting
Members Interests |
| |
Accumulated
Deficit |
| |
Total
Members’ Deficit |
| ||||||||||||
Balance, December 31, 2017
|
| | | $ | — | | | | | $ | 12,601,201 | | | | | $ | (13,031,491) | | | | | $ | (430,290) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | (2,113,592) | | | | | | (2,113,592) | | |
Balance, December 31, 2018
|
| | | | — | | | | | | 12,601,201 | | | | | | (15,145,083) | | | | | | (2,543,882) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | (2,473,627) | | | | | | (2,473,627) | | |
Balance, December 31, 2019
|
| | | $ | — | | | | | $ | 12,601,201 | | | | | $ | (17,618,710) | | | | | $ | (5,017,509) | | |
For the years ended December 31
|
| |
2019
|
| |
2018
|
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Net loss
|
| | |
$
|
(2,473,627)
|
| | | | $ | (2,113,592) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Amortization of issuance costs
|
| | |
|
62,841
|
| | | | | 33,016 | | |
Provision for uncollectable receivables
|
| | |
|
2,160
|
| | | | | 15,489 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
(Increase) decrease:
|
| | | | | | | | | | | | |
Prepaid expenses and other current assets
|
| | |
|
3,696
|
| | | | | (23,694) | | |
Increase (decrease):
|
| | | | | | | | | | | | |
Accounts payable
|
| | |
|
(89,824)
|
| | | | | 65,638 | | |
Accrued expenses
|
| | |
|
348,854
|
| | | | | 156,355 | | |
Accrued salaries
|
| | |
|
53,750
|
| | | | | 670,833 | | |
Net cash used in operating activities
|
| | |
|
(2,092,150)
|
| | | | | (1,195,955) | | |
Cash flows from financing activities | | | | | | | | | | | | | |
Proceeds from issuance of convertible promissory notes
|
| | |
|
2,430,000
|
| | | | | — | | |
Proceeds from issuance of non-voting preferred members’ interests
|
| | |
|
—
|
| | | | | 1,220,000 | | |
Payment of deferred issuance costs
|
| | |
|
(58,492)
|
| | | | | (69,532) | | |
Net cash provided by financing activities
|
| | |
|
2,371,508
|
| | | | | 1,150,468 | | |
Net increase (decrease) in cash
|
| | |
|
279,358
|
| | | | | (45,487) | | |
Cash, beginning of period
|
| | |
|
30,026
|
| | | | | 75,513 | | |
Cash, end of period
|
| | |
$
|
309,384
|
| | | | $ | 30,026 | | |
Supplemental disclosure of non-cash financing transactions: | | | | | | | | | | | | | |
Accrued deferred issuance costs
|
| | |
$
|
5,290
|
| | | | $ | 23,537 | | |
Conversion of non-voting preferred members’ interests to convertible promissory notes
|
| | |
$
|
1,245,000
|
| | | | $ | — | | |
Conversion of investor loan to non-voting preferred members’ interests
|
| | |
$
|
—
|
| | | | $ | 100,000 | | |
December 31
|
| |
2019
|
| |
2018
|
| ||||||
Prepaid insurance
|
| | |
$
|
—
|
| | | | $ | 7,871 | | |
Prepaid data room hosting services
|
| | |
|
5,731
|
| | | | | 4,167 | | |
Miscellaneous receivables
|
| | |
|
785
|
| | | | | 334 | | |
Total prepaid expenses and other assets
|
| | |
$
|
6,516
|
| | | | $ | 12,372 | | |
December 31
|
| |
2019
|
| |
2018
|
| ||||||
Accrued CRO and CMO costs
|
| | |
$
|
149,178
|
| | | | $ | 35,228 | | |
Accrued interest on preferred members’ interests
|
| | |
|
188,085
|
| | | | | 119,257 | | |
Accrued interest on promissory notes
|
| | |
|
163,123
|
| | | | | — | | |
Other
|
| | |
|
25,059
|
| | | | | 19,942 | | |
| | | |
$
|
525,445
|
| | | | $ | 174,427 | | |
| | |
June 30, 2020
As Restated |
| |
December 31, 2019
|
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | |
$
|
1,048,492
|
| | | | $ | 309,384 | | |
Prepaid expenses and other current assets
|
| | |
|
164,030
|
| | | | | 6,516 | | |
Total current assets
|
| | |
|
1,212,522
|
| | | | | 315,900 | | |
Deferred issuance costs
|
| | |
|
60,000
|
| | | | | — | | |
Total assets
|
| | |
$
|
1,272,522
|
| | | | $ | 315,900 | | |
Liabilities and members’ deficit | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | |
$
|
198,247
|
| | | | $ | 35,421 | | |
Accrued expenses
|
| | |
|
635,818
|
| | | | | 525,445 | | |
Accrued salaries
|
| | |
|
1,015,713
|
| | | | | 1,060,000 | | |
Total current liabilities
|
| | |
|
1,849,778
|
| | | | | 1,620,866 | | |
Convertible promissory notes, net
|
| | |
|
5,486,391
|
| | | | | 3,637,543 | | |
Total liabilities
|
| | |
|
7,336,169
|
| | | | | 5,258,409 | | |
Commitments and contingencies (Note 9) | | | | | | | | | | | | | |
Preferred members’ interests, non-voting, net
|
| | |
|
75,000
|
| | | | | 75,000 | | |
Members’ deficit: | | | | | | | | | | | | | |
Member’s interests, voting(1)
|
| | |
|
12,601,201
|
| | | | | — | | |
Members’ interests, non-voting(1)
|
| | |
|
—
|
| | | | | 12,601,201 | | |
Accumulated deficit
|
| | |
|
(18,739,848)
|
| | | | | (17,618,710) | | |
Total members’ deficit
|
| | |
|
(6,138,647)
|
| | | | | (5,017,509) | | |
Total liabilities and members’ deficit
|
| | |
$
|
1,272,522
|
| | | | $ | 315,900 | | |
| | |
Three Months Ended
|
| |
Six Months Ended
|
| ||||||||||||||||||
| | |
June 30,
2020 |
| |
June 30,
2019 |
| |
June 30,
2020 |
| |
June 30,
2019 |
| ||||||||||||
Revenue
|
| | |
$
|
—
|
| | | | $ | — | | | | |
$
|
—
|
| | | | $ | — | | |
Research and development expenses
|
| | |
|
24,153
|
| | | | | 108,634 | | | | |
|
87,564
|
| | | | | 164,030 | | |
General and administrative expenses
|
| | |
|
514,227
|
| | | | | 387,492 | | | | |
|
833,368
|
| | | | | 712,410 | | |
Operating loss
|
| | |
|
(538,380)
|
| | | | | (496,126) | | | | |
|
(920,932)
|
| | | | | (876,440) | | |
Interest expense, net
|
| | |
|
(116,205)
|
| | | | | (71,730) | | | | |
|
(200,206)
|
| | | | | (146,779) | | |
Loss before provision for income taxes
|
| | |
|
(654,585)
|
| | | | | (567,856) | | | | |
|
(1,121,138)
|
| | | | | (1,023,219) | | |
Provision for income taxes
|
| | |
|
—
|
| | | | | — | | | | |
|
—
|
| | | | | — | | |
Net loss
|
| | |
$
|
(654,585)
|
| | | | $ | (567,856) | | | | |
$
|
(1,121,138)
|
| | | | $ | (1,023,219) | | |
Pro forma information (unaudited): | | | | | | | | | | | | | | | | | | | | | | | | | |
Loss before taxes
|
| | | $ | (654,585) | | | | | | | | | | | $ | (1,121,138) | | | | | | | | |
Pro forma tax expense
|
| | | | — | | | | | | | | | | | | — | | | | | | | | |
Pro forma net loss
|
| | | $ | (654,585) | | | | | | | | | | | $ | (1,121,138) | | | | | | | | |
Pro forma net loss per share – basic and diluted
|
| | | $ | (0.14) | | | | | | | | | | | $ | (0.23) | | | | | | | | |
Weighted average pro forma number of shares outstanding – basic and diluted
|
| | | | 4,832,499 | | | | | | | | | | | | 4,832,499 | | | | | | | | |
| | |
Voting
Member’s Interests |
| |
Non-voting
Members’ Interests |
| |
Accumulated
Deficit |
| |
Total
Members’ Deficit |
| ||||||||||||
Balance, December 31, 2018
|
| | | $ | — | | | | | $ | 12,601,201 | | | | | $ | (15,145,083) | | | | | $ | (2,543,882) | | |
Net loss
|
| | | | — | | | | |
|
—
|
| | | | | (455,363) | | | | | | (455,363) | | |
Balance, March 31, 2019
|
| | | | — | | | | | | 12,601,201 | | | | | | (15,600,446) | | | | | | (2,999,245) | | |
Net loss
|
| | | | — | | | | |
|
—
|
| | | | | (567,856) | | | | | | (567,856) | | |
Balance, June 30, 2019
|
| | | $ | — | | | | | $ | 12,601,201 | | | | | $ | (16,168,302) | | | | | $ | (3,567,101) | | |
|
| | |
Voting
Members’ Interests |
| |
Non-voting
Members’ Interests |
| |
Accumulated
Deficit |
| |
Total
Members’ Deficit |
| ||||||||||||
Balance, December 31, 2019
|
| | | $ | — | | | | | $ | 12,601,201 | | | | | $ | (17,618,710) | | | | | $ | (5,017,509) | | |
Net loss
|
| | | | — | | | | |
|
—
|
| | | | | (466,553) | | | | | | (466,553) | | |
Balance, March 31, 2020
|
| | | | — | | | | | | 12,601,201 | | | | | | (18,085,263) | | | | | | (5,484,062) | | |
Membership conversion to voting interests
|
| | | $ | 12,601,201 | | | | | | (12,601,201) | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | |
|
—
|
| | | | | (654,585) | | | | | | (654,585) | | |
Balance, June 30, 2020 As Restated(1)
|
| | | $ | 12,601,201 | | | | | | — | | | | | $ | (18,739,848) | | | | | $ | (6,138,647) | | |
For the six months ended June 30
|
| |
2020
|
| |
2019
|
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Net loss
|
| | |
$
|
(1,121,138)
|
| | | | $ | (1,023,219) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Amortization of issuance costs
|
| | |
|
27,321
|
| | | | | 38,571 | | |
(Recovery) provision for uncollectable receivables
|
| | |
|
(15,020)
|
| | | | | 1,967 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
(Increase) decrease:
|
| | | | | | | | | | | | |
Prepaid expenses and other current assets
|
| | |
|
(142,494)
|
| | | | | (220,400) | | |
Increase (decrease):
|
| | | | | | | | | | | | |
Accounts payable
|
| | |
|
135,301
|
| | | | | (23,102) | | |
Accrued expenses
|
| | |
|
110,373
|
| | | | | 89,872 | | |
Accrued salaries
|
| | |
|
(44,287)
|
| | | | | 24,583 | | |
Net cash used in operating activities
|
| | |
|
(1,049,944)
|
| | | | | (1,111,728) | | |
Cash flows from financing activities | | | | | | | | | | | | | |
Proceeds from issuance of convertible promissory notes
|
| | |
|
1,869,133
|
| | | | | 1,850,000 | | |
Payment of deferred issuance costs
|
| | |
|
(45,081)
|
| | | | | (42,097) | | |
Payment of proposed public offering costs
|
| | |
|
(35,000)
|
| | | | | — | | |
Net cash provided by financing activities
|
| | |
|
1,789,052
|
| | | | | 1,807,903 | | |
Net increase in cash
|
| | |
|
739,108
|
| | | | | 696,175 | | |
Cash, beginning of period
|
| | |
|
309,384
|
| | | | | 30,026 | | |
Cash, end of period
|
| | |
$
|
1,048,492
|
| | | | $ | 726,201 | | |
Supplemental disclosure of non-cash financing transactions: | | | | | | | | | | | | | |
Accrued deferred issuance costs
|
| | |
$
|
27,525
|
| | | | $ | 2,264 | | |
Conversion of non-voting preferred members’ interests to convertible promissory notes
|
| | |
$
|
—
|
| | | | $ | 540,000 | | |
| | |
Three Months Ended
|
| |
Six Months Ended
|
| ||||||||||||||||||
| | |
June 30,
2020 |
| |
June 30,
2019 |
| |
June 30,
2020 |
| |
June 30,
2019 |
| ||||||||||||
Convertible promissory notes
|
| | |
$
|
16,699
|
| | | | $ | 5,974 | | | | |
$
|
27,321
|
| | | | $ | 10,092 | | |
Mezzanine preferred members’ interests
|
| | |
|
—
|
| | | | | 7,214 | | | | |
|
—
|
| | | | | 28,749 | | |
| | | |
$
|
16,699
|
| | | | $ | 13,188 | | | | |
$
|
27,321
|
| | | | $ | 38,841 | | |
| | |
June 30,
2020 |
| |
December 31,
2019 |
| ||||||
Prepaid insurance
|
| | |
$
|
8,408
|
| | | | $ | — | | |
Prepaid drug purchases
|
| | |
|
93,398
|
| | | | | — | | |
Prepaid legal and accounting fees
|
| | |
|
62,000
|
| | | | | — | | |
Prepaid services
|
| | |
|
224
|
| | | | | 5,731 | | |
Miscellaneous receivables
|
| | |
|
—
|
| | | | | 785 | | |
Total prepaid expenses and other assets
|
| | |
$
|
164,030
|
| | | | $ | 6,516 | | |
| | |
June 30,
2020 |
| |
December 31,
2019 |
| ||||||
Accrued CRO and CMO costs
|
| | |
$
|
54,153
|
| | | | $ | 149,178 | | |
Accrued interest on preferred members’ interests
|
| | |
|
188,085
|
| | | | | 188,085 | | |
Accrued interest on promissory notes
|
| | |
|
335,766
|
| | | | | 163,123 | | |
Accrued vacation
|
| | |
|
19,519
|
| | | | | — | | |
Other
|
| | |
|
38,295
|
| | | | | 25,059 | | |
| | | |
$
|
635,818
|
| | | | $ | 525,445 | | |
| | |
Three Months Ended
|
| |
Six Months Ended
|
| ||||||||||||||||||
| | |
June 30,
2020 |
| |
June 30,
2019 |
| |
June 30,
2020 |
| |
June 30,
2019 |
| ||||||||||||
Fourth offering
|
| | |
$
|
73,192
|
| | | | $ | 35,205 | | | | |
$
|
146,384
|
| | | | $ | 58,261 | | |
Fifth offering
|
| | |
|
26,260
|
| | | | | — | | | | |
|
26,260
|
| | | | | — | | |
| | | |
$
|
99,452
|
| | | | $ | 35,205 | | | | |
$
|
172,644
|
| | | | $ | 58,261 | | |
| | |
Amount
|
| |||
Securities and Exchange Commission registration fee
|
| | | $ | 4,140 | | |
FINRA filing fee
|
| | | $ | 6,193 | | |
Initial Nasdaq listing fee
|
| | | $ | 50,000 | | |
Accountants’ fees and expenses
|
| | | $ | 48,000 | | |
Legal fees and expenses
|
| | | $ | 350,000 | | |
Transfer agent’s fees and expenses
|
| | | $ | 5,000 | | |
Printing and engraving expenses
|
| | | $ | 100,000 | | |
Non-accountable expenses to underwriters
|
| | | $ | 300,000 | | |
Miscellaneous
|
| | | $ | 75,000 | | |
Total expenses
|
| | | $ | 938,333 | | |
| | | | VIRIOS THERAPEUTICS, LLC | | ||||||
| | | | By: | | | /s/ Greg Duncan | | |||
| | | | | | | Name: | | | Greg Duncan | |
| | | | | | | Title: | | |
Chief Executive Officer and Chairman
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Greg Duncan
Greg Duncan
|
| |
Chief Executive Officer and Chairman
(principal executive officer) |
| |
October 16, 2020
|
|
|
/s/ Angela Walsh
Angela Walsh
|
| |
Vice President of Finance (principal
financial and accounting officer) |
| |
October 16, 2020
|
|
|
*
Richard Burch
|
| | President | | |
October 16, 2020
|
|
|
*
Robert Buchalter
|
| | Director | | |
October 16, 2020
|
|
|
*
David Keefer
|
| | Director | | |
October 16, 2020
|
|
|
*
William L. Pridgen, M.D.
|
| | Director | | |
October 16, 2020
|
|
|
*
Robert Young
|
| | Director | | |
October 16, 2020
|
|
|
* By:
|
| |
/s/ Greg Duncan
Attorney-in-fact
|
| | | |
Exhibit 4.1
SPECIMENSPECIMEN SHARES INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE C o M M o n s T o C K SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP92829J 104 This CerTifies ThaT: SPECIMEN - NOT NEGOTIABLE is The owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.0001 PAR VALUE EACH OF Virios TherapeuTics, inc. transferable on the books of the Corporation by the holder thereof in person or by duly authorized attorney upon surrender of this certificate duly endorsed or assigned. This certificate and the shares represented hereby are subject to the laws of the State of Delaware, and to the Certificate of Incorporation and Bylaws of the Corporation, as now or hereafter amended. This certificate is not valid until countersigned by the Transfer Agent. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. DATED: COUNTERSIGNED: BY: BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. TRANSFER AGENT AUTHORIZED SIGNATURE SPECIMEN not negotiable SECRETARY, TREASURERCHIEF EXECUTIVE OFFICER |
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in commonUNIF GIFT MIN ACT - ....................Custodian.................... TEN ENT - as tenants by the entireties(Cust)(Minor) JT TEN-as joint tenants with right ofunder Uniform Gifts to Minors survivorship and not as tenantsAct ................................................... in common(State) Additional abbreviations may also be used though not in the above list. For Value Received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) Shares of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated Signature(s) Guaranteed NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. By The Signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved Signature Guarantee Medallion Program), pursuant to SEC Rule 17Ad-15. THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE. COLUMBIA PRINTING SERVICES, LLC - www.stockinformation.com |
Exhibit 5.1
NEW YORK | ATLANTA | |
LONDON | BALTIMORE | |
SINGAPORE | WILMINGTON | |
PHILADELPHIA | FIRM and AFFILIATE OFFICES | MIAMI |
CHICAGO | BOCA RATON | |
WASHINGTON, DC | PITTSBURGH | |
SAN FRANCISCO | NEWARK | |
SILICON VALLEY | www.duanemorris.com | LAS VEGAS |
SAN DIEGO | CHERRY HILL | |
SHANGHAI | LAKE TAHOE | |
TAIWAN | MYANMAR | |
BOSTON | OMAN | |
HOUSTON | A GCC REPRESENTATIVE OFFICE | |
LOS ANGELES | OF DUANE MORRIS | |
HANOI | ||
HO CHI MINH CITY | ALLIANCES IN MEXICO | |
AND SRI LANKA |
October 16, 2020
Virios Therapeutics, Inc.
44 Milton Avenue
Alpharetta, GA 30009
Re: | Exhibit 5.1 to Registration Statement on Form S-1 |
Ladies and Gentlemen:
We are acting as counsel to Virios Therapeutics, Inc., a Delaware corporation (the “Company”) to be formed upon the statutory conversion of Virios Therapeutics, LLC from an Alabama limited liability company into a Delaware corporation (the “Conversion”), in connection with its registration statement on Form S-1 (File No. 333-248447) (as amended, the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed public offering of up to 3,000,000 shares of common stock of the Company, $0.0001 par value per share (the “Common Shares”), and up to 450,000 Common Shares that may be sold pursuant to the underwriters’ option to purchase additional shares (collectively, the “Offering Shares”). All of the Offering Shares are to be sold pursuant to the proposed form of Underwriting Agreement among the Company and the underwriters named therein (the “Underwriting Agreement”) filed as Exhibit 1.1 to the Registration Statement.
For purposes of rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of: (a) The Underwriting Agreement; (b) the Certificate of Incorporation of the Company, to be filed with and certified by the Secretary of State of the State of Delaware; (c) the Bylaws of the Company in the form filed with the Securities and Exchange Commission to be effective upon the Conversion; and (d) resolutions approving the sale of the Offering Shares.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion and we are familiar with the proceedings taken and proposed to be taken by the Company in with the authorization, issuance and sale of the Offering Shares. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
Duane Morris llp | |
30 SOUTH 17TH STREET PHILADELPHIA, PA 19103-4196 | PHONE: 215.979.1000 FAX: 215.979.1020 |
October 16, 2020
Page 2
This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term “Delaware General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, following effectiveness of the Conversion and the Registration Statement, when the Offering Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in total numbers that do not exceed the total number of shares available under the Company’s certificate of incorporation and in the circumstances contemplated by the Underwriting Agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Offering Shares will have been duly authorized by all necessary corporate action of the Company, and the Offering Shares will be validly issued, fully paid and nonassessable.
The opinion expressed herein is rendered as of the date hereof and is based on existing law, which is subject to change. Where our opinion expressed herein refers to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. We do not undertake to advise you of any changes in the opinion expressed herein from matters that may hereafter arise or be brought to our attention or to revise or supplement such opinion should the present laws of any jurisdiction be changed by legislative action, judicial decision or otherwise.
Our opinion expressed herein is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement, and we consent to the reference of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours, | |
/s/ Duane Morris LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this registration statement on Form S-1 (Amendment No. 4) of Virios Therapeutics, LLC (formerly Innovative Med Concepts, LLC) (the "Company") of our report dated July 23, 2020, which includes an explanatory paragraph as to the Company's ability to continue as a going concern, with respect to our audits of the financial statements of the Company as of December 31, 2019 and 2018, and for each of the years in the two-year period ended December 31, 2019, which appears in this registration statement. We also consent to the reference to our firm under the caption “Experts” in this registration statement.
/s/ Dixon Hughes Goodman LLP
Atlanta, Georgia
October 15, 2020