Note 11—Subsequent Events

On April 5, 2024, the Company entered into the Omnibus Agreement with the Required Holders. Pursuant to the Omnibus Agreement, the Required Holders agreed (i) to defer payment of the Installments, under Section 9(a) of the Certificate of Designations, until May 1, 2024, and (ii) to waive any breach or violation of the Purchase Agreement, the Certificate of Designations, or the Warrants resulting from missing the Installments. The Company and the Required Holders further agreed pursuant to the Omnibus Agreement to amend and restate the Certificate of Designations of the Series F Convertible Preferred Stock by filing the Amended and Restated Certificate of Designations of the Series F Convertible Preferred Stock (the “Amended and Restated Certificate of Designations”).

The Amended and Restated Certificate of Designations amended the Certificate of Designations of the Series F Convertible Preferred Stock to provide, among other things, that, except as required by applicable law, the holders of Series F Preferred Shares are entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to which each holder of Series F Preferred Shares is entitled to be calculated assuming a conversion price of $60.21 per share, which was the Minimum Price (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) applicable immediately before the execution and delivery of the Purchase Agreement, subject to certain beneficial ownership limitations as set forth in the Amended and Restated Certificate of Designations. The Amended and Restated Certificate of Designations further provides that the holders of record of the Series F Preferred Shares, exclusively and as a separate class, shall be entitled to elect one director of the Company one time on or before June 30, 2024.

The Amended and Restated Certificate of Designations was filed with the Secretary of State of the State of Delaware, effective as of April 8, 2024.

In connection with the filing of the Amended and Restated Certificate of Designations, effective as of April 8, 2024, the Company increased the authorized number of directors from six (6) to seven (7) and appointed Mitchell Glass to serve as a member of the Company’s board of directors, with Mr. Glass having been elected to such position by the holders of the Preferred Shares.

On April 15, 2024, Adam Kaplin, M.D., Ph.D., who served as Chief Scientific Officer of the Company, tendered his resignation from his role as an officer of the Company, effective immediately. Dr. Kaplin’s resignation was not in connection with any disagreement between Dr. Kaplin and the Company, its management, the Company’s board of directors or any committee thereof on any matter relating to the Company’s operations, policies or practices, or any other matter.