Palatin Technologies Inc S-1, filed Dec 4, 2023

Palatin Technologies Inc (PTN)

S-1 2023-12-04

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Delaware	2834	95-4078884
(State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		ii
ABOUT THIS PROSPECTUS		1
SUMMARY		2
RISK FACTORS		5
USE OF PROCEEDS		6
DIVIDEND POLICY		6
DESCRIPTION OF SECURITIES		7
SELLING STOCKHOLDERS		10
PLAN OF DISTRIBUTION		13
LEGAL MATTERS		16
EXPERTS		16
WHERE YOU CAN FIND MORE INFORMATION		16
INFORMATION WE INCORPORATE BY REFERENCE		16

	●	our significant operating losses since our inception and our need to obtain additional financing has caused management to determine there is substantial doubt regarding our ability to continue as a going concern;

	●	our ability to obtain additional financing on terms acceptable to us, or at all, including unavailability of funds or delays in receiving funds as a result of economic disruptions;

	●	our expectation that we will incur losses for the foreseeable future and may never achieve or maintain profitability;

	●	our business, financial condition, and results of operations may be adversely affected by increases in costs of and delays in conducting human clinical trials and the performance of our contractors and suppliers, reduction in our productivity or the productivity of our contractors and suppliers, supply chain constraints, and labor shortages;

	●	our ability to successfully commercialize Vyleesi® (the trade name for bremelanotide) for the treatment of premenopausal women with hypoactive sexual desire disorder (“HSDD”) in the United States;

	●	our ability to manage the infrastructure to successfully manufacture, through contract manufacturers, Vyleesi, and to successfully market and distribute Vyleesi in the United States;

	●	our ability to meet post-marketing commitments of the U.S. Food and Drug Administration (“FDA”) for Vyleesi;

	●	our expectations regarding the potential market size and market acceptance for Vyleesi for HSDD in the United States and elsewhere in the world;

	●	our expectations regarding performance of our exclusive licensees of Vyleesi for the treatment of premenopausal women with HSDD, which is a type of female sexual dysfunction (“FSD”), including:

	●	our expectations and the ability of our licensees to timely obtain approvals and successfully commercialize Vyleesi in countries other than the United States;

	●	the results of clinical trials with our late-stage products, including PL9643, an ophthalmic peptide solution for dry eye disease (“DED”), which entered Phase 3 clinical trials in the fourth quarter of calendar year 2021, with top line results from the first Phase 3 clinical trial projected by December 31, 2023, PL8177, an oral peptide formulation for treatment of ulcerative colitis, which entered Phase 2 clinical trials in the third quarter of calendar year 2022, and a proof-of-concept melanocortin agonist clinical trial for diabetic nephropathy, which entered a Phase 2 clinical in the fourth quarter of calendar year 2022;

	●	estimates of our expenses, future revenue and capital requirements;

	-	Shanghai Fosun Pharmaceutical Industrial Development Co. Ltd. (“Fosun”), a subsidiary of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., for the territories of the People’s Republic of China, Taiwan, Hong Kong S.A.R. and Macau S.A.R. (collectively, “China”), and

	-	Kwangdong Pharmaceutical Co., Ltd. (“Kwangdong”) for the Republic of Korea (“Korea”);

	●	our ability to achieve profitability;

	●	our ability to advance product candidates into, and successfully complete, clinical trials;

	●	the initiation, timing, progress and results of future preclinical studies and clinical trials, and our research and development programs;

	●	the timing or likelihood of regulatory filings and approvals;

	●	our expectations regarding the clinical efficacy and utility of our melanocortin agonist product candidates for treatment of inflammatory and autoimmune related diseases and disorders, including ocular indications;

	●	our ability to compete with other products and technologies treating the same or similar indications as our product candidates;

	●	the ability of our third-party collaborators to timely carry out their duties under their agreements with us;

	●	the ability of our contract manufacturers to perform their manufacturing activities for us in compliance with applicable regulations;

	●	our ability to recognize the potential value of our licensing arrangements with third parties;

	●	the potential to achieve revenues from the sale of our product candidates;

	●	our ability to obtain adequate reimbursement from private insurers and other healthcare payers;

	●	our ability to maintain product liability insurance at a reasonable cost or in sufficient amounts, if at all;

	●	the performance and retention of our management team, senior staff professionals, other employees, and third-party contractors and consultants;

	●	the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology in the United States and throughout the world;

	●	our compliance with federal and state laws and regulations;

	●	the timing and costs associated with obtaining regulatory approval for our product candidates;

	●	the impact of fluctuations in foreign exchange rates;

	●	the impact of any geopolitical instability, economic uncertainty, financial markets volatility, or capital markets disruption resulting from the ongoing military conflict between Russia and Ukraine, and any resulting effects on our revenue, financial condition, or results of operations;

	●	the impact of legislative or regulatory healthcare reforms in the United States;

	●	our ability to adapt to changes in global economic conditions as well as competing products and technologies; and

	●	our ability to regain compliance with the continued listing standards under Section 1003(a)(i) and (ii) of the NYSE American Company Guide and remain listed on the NYSE American.

SUMMARY This summary highlights certain information appearing elsewhere in this prospectus and in the documents we incorporate by reference into this prospectus. The summary is not complete and does not contain all of the information that you should consider before investing in our common stock. After you read this summary, you should read and carefully consider the entire prospectus and the more detailed information and financial statements and related notes that are incorporated by reference into this prospectus. Overview We are a biopharmaceutical company developing first-in-class medicines based on molecules that modulate the activity of the melanocortin receptor (“MCr”) system. Our product candidates are targeted, receptor-specific therapeutics for the treatment of diseases with significant unmet medical need and commercial potential. Our strategy is to develop products and then form marketing collaborations with industry leaders to maximize product commercial potential. The MCr system has effects on inflammation and immune system responses, food intake, metabolism, and sexual function. There are five melanocortin receptors, MC1r through MC5r. Modulation of these receptors, through use of receptor-specific agonists, which activate receptor function, or receptor-specific antagonists, which block receptor function, can have significant pharmacological effects. Our new product development activities in inflammation disease indications focus primarily on the development of MCr peptides for not only ocular conditions, but also conditions in the gut and kidney. Utilizing peptides which are agonists at MC1r, and in some instances agonists at additional melanocortin receptors, we are developing products to treat inflammatory and autoimmune diseases such as dry eye disease (also known as keratoconjunctivitis sicca), uveitis, diabetic retinopathy, and inflammatory bowel disease. We believe that our MC1r agonist peptides have broad anti-inflammatory effects and utilize mechanisms engaged by the endogenous melanocortin system in regulation of the immune system and resolution of inflammatory responses. We are also developing peptides that are active at more than one melanocortin receptor and small molecule MCr agonists. Our U.S. Food and Drug Administration (“FDA”) approved melanocortin receptor agonist, Vyleesi® (bremelanotide injection), is an “as needed” therapy used in anticipation of sexual activity and self-administered in the thigh or abdomen via a single-use subcutaneous auto-injector by premenopausal women with hypoactive sexual desire disorder (“HSDD”). Vyleesi is the first FDA-approved melanocortin agent and the first and only FDA-approved as-needed treatment for premenopausal women with HSDD. Our Business Strategy. Key elements of our business strategy include:

	●	Maximizing revenue from Vyleesi by marketing Vyleesi in the United States, supporting our existing licensees for China and Korea, and licensing Vyleesi for the United States and additional regions;

	●	Maintaining a team to create, develop and commercialize MCr products addressing unmet medical needs;

	●	Entering into strategic alliances and partnerships with pharmaceutical companies to facilitate the development, manufacture, marketing, sale, and distribution of product candidates that we are developing;

	●	Partially funding our product development programs with the cash flow generated from Vyleesi and existing license agreements, as well as any future research, collaboration, or license agreements; and

	●	Completing development and seeking regulatory approval of certain of our other product candidates.

The following chart illustrates the status of our drug development programs.

Corporate Information We were incorporated under the laws of the State of Delaware on November 21, 1986, and commenced operations in the biopharmaceutical area in 1996. Our corporate offices are located at 4B Cedar Brook Drive, Cedar Brook Corporate Center, Cranbury, New Jersey 08512, and our telephone number is (609) 495-2200. We maintain a website at http://www.palatin.com, where, among other things, we make available free of charge our Forms 3, 4 and 5, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) and Section 16 of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our website and the information contained in it or connected to it are not incorporated into this prospectus and should not be considered to be part of this prospectus. Our website address is included in this prospectus as an inactive textual reference only. Palatin Technologies® and Vyleesi® are registered trademarks of the Company, and Palatin™ and the Palatin logo are trademarks of the Company. Other trademarks referred to in this prospectus are the property of their respective owners. The Offering

Common Stock Offered by the Selling Stockholders:	2,476,416 shares of common stock, consisting of (i) 2,358,491 shares of common stock that are issuable upon the exercise of the Private Warrants, and (ii) 117,925 shares of common stock that are issuable upon exercise of the Placement Agent Warrants.

Plan of Distribution:	The Selling Stockholders will determine when and how they will sell the common stock covered by this prospectus. See the “Plan of Distribution” section of this prospectus.

Use of Proceeds:	We will not receive any proceeds from the sale of shares of our common stock by the Selling Stockholders. However, we will receive proceeds from the exercise of the Warrants if exercised for cash.

Risk Factors:	Before investing in our securities, you should carefully read and consider the information set forth in the “Risk Factors” section of this prospectus and under similar headings in any amendments or supplements to this prospectus and the documents incorporated herein by reference.

NYSE American symbol:	PTN

Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the Selling Stockholders for offer and sale, we are referring to the shares of our common stock that are issuable upon exercise of the Warrants as described under the above section entitled “The October Financing.” When we refer to the Selling Stockholders in this prospectus, we are referring to the Selling Stockholders identified in this prospectus and, as applicable, their donees, pledgees, transferees, or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a Selling Stockholder as a gift, pledge, partnership distribution, or other transfer.

Name of Selling Stockholder	Number of Shares Owned Prior to Offering			Maximum Number of Shares to be Sold Pursuant to this Prospectus		Number of Shares Owned After Offering⁽¹⁾			Percentage of Shares Owned After Offering
Armistice Capital, LLC ⁽²⁾		4,744,673	⁽³⁾		2,358,491		2,386,182	⁽⁴⁾	14.80	%⁽⁴⁾
Charles Worthman⁽⁵⁾		2,088			1,179		909		*
Craig Schwabe⁽⁵⁾		7,048			3,980		3,068		*
Kira Sheinerman⁽⁵⁾		19,839			11,203		8,636		*
Michael Vasinkevich⁽⁵⁾		133,915			75,619		58,296		*
Noam Rubinstein⁽⁵⁾		45,944			25,944		20,000		*

(1)	Assumes the sale of all shares of common stock offered pursuant to this prospectus.

(2)	The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The Private Warrants are subject to a beneficial ownership limitation of 4.99%, which such limitation restricted the Selling Stockholder from exercising that portion of the Private Warrants that would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.

(3)	Consists of (i) 568,000 shares of common stock issuable upon exercise of outstanding pre-funded warrants (the “October 2023 Pre-Funded Warrants”) that we issued to the Selling Stockholder in the October Financing; (ii) 1,818,182 shares of common stock issuable upon exercise of that certain common stock purchase warrants (the “November 2022 Common Warrants”) that we issued in the November 2022 RD; and (iii) 2,358,491 shares of common stock issuable upon exercise of the Private Warrants which are being registered hereby.

(4)	Consists of (i) 568,000 shares of common stock issuable upon exercise of outstanding October 2023 Pre-Funded Warrants and (ii) 1,818,182 shares of common stock issuable upon exercise of the November 2022 Common Warrants. The October 2023 Pre-Funded Warrants are subject to a beneficial ownership limitation of 9.99%, and the November 2022 Common Warrants are subject to a beneficial ownership limitation of 4.99%. Such limitations restrict the Selling Stockholder from exercising a portion of said warrants that would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the applicable beneficial ownership limitation. The number of shares and the percentage of shares owned after this offering do not reflect the beneficial ownership limitations.

(5)	The Selling Stockholder is affiliated with Wainwright, a registered broker-dealer and the placement agent for the October Financing with a registered address of H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, NY 10022, and, as a designee of Wainwright, received as compensation Placement Agent Warrants in the transaction described under the caption “Summary—The October Financing.” The Selling Stockholder acquired the Placement Agent Warrants in the ordinary course of business and, at the time the Placement Agent Warrants were acquired, the Selling Stockholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities. The Selling Stockholder has sole voting and dispositive power over the securities held.

	●	through underwriters or dealers for resale to the public or to investors;

	●	directly to one or more purchasers;

	●	through agents;

	●	in “at the market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market on an exchange or otherwise;

	●	in block trades;

	●	through public or privately negotiated transactions; or

	●	any other method permitted pursuant to applicable law.

	●	on any national securities exchange or quotation service on which our common stock may be listed or quoted at the time of sale or in the over-the-counter market;

	●	in transactions other than on a national securities exchange or quotation service or in the over-the-counter market;

	●	in block transactions in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction, or in crosses, in which the same broker acts as an agent on both sides of the trade;

	●	in ordinary brokerage transactions in which the broker-dealer solicits purchasers;

	●	through purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	●	through the writing of options, convertible securities or other contracts or agreements to be satisfied by the delivery of shares of common stock;

	●	through short sales;

	●	through privately negotiated transactions;

	●	through an exchange distribution in accordance with the rules of the applicable exchange;

	●	through broker-dealers who may agree with any Selling Stockholder to sell a specified number of its shares at a stipulated price per share;

	●	through the lending of such securities;

	●	by pledge to secure debts and other obligations or on foreclosure of a pledge;

	●	through the distribution of such securities by any Selling Stockholder to its stockholders;

	●	through a combination of any of the above methods; or

	●	through any other method permitted pursuant to applicable law.

	●	our Annual Report on Form 10-K for the year ended June 30, 2023, as filed with the SEC on September 28, 2023;

	●	our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023;

	●	our Current Reports on Form 8-K and/or amendments thereto (other than any portions thereof deemed furnished and not filed), as filed with the SEC on July 11, 2023, August 4, 2023, August 7, 2023, August 8, 2023, August 10, 2023, September 7, 2023, September 8, 2023, October 13, 2023, October 19, 2023, and October 24, 2023; and

	●	the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on December 13, 1999, including all amendments and reports filed for the purpose of updating such description, including the description of our common stock contained in our annual report on Form 10-K for the fiscal year ended June 30, 2019, filed with the SEC on September 12, 2019, including any amendment or report for the purpose of updating such description.

	Amount
SEC registration fee	$	703.62
Accountant’s fees and expenses		20,000.00
Legal fees and expenses		15,000.00
Miscellaneous fees and expenses		1,000.00
Total Expense	$	36,703.62

	●	In good faith;

	●	in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation; and

	●	with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Exhibit Number	Description	Filed Herewith	Form	Filing Date	SEC File No.
3.1	Restated Certificate of Incorporation, as amended.		10-K	September 27, 2013	001-15543
3.2	Certificate of Elimination with respect to Series A Preferred Stock and Series B Preferred Stock.		10-Q	May 16, 2022	001-15543
3.3	Certificate of Decrease of Series A Convertible Preferred Stock		10-Q	May 16, 2022	001-15543
3.4	Certificate of Designation of Series B Convertible Redeemable Preferred Stock.		10-Q	May 16, 2022	001-15543
3.5	Certificate of Designation of Series C Convertible Redeemable Preferred Stock.		10-Q	May 16, 2022	001-15543
3.6	Certificate of Amendment to the Restated Certificate of Incorporation, as amended.		8-K	August 31, 2022	001-15543
3.7	Certificate of Elimination with respect to Series B Convertible Preferred Stock and Series C Convertible Preferred Stock.		10-Q	February 14, 2023	001-15543
3.8	Amended and Restated Bylaws.		8-K	September 17, 2021	001-15543
4.1	Reference is made to Exhibits 3.1 through 3.8
4.2	Form of Private Warrant.		8-K	October 24, 2023	001-15543
4.3	Form of Placement Agent Warrant.		8-K	October 24, 2023	001-15543
5.1	Opinion of Thompson Hine LLP.	x
10.1^†	1996 Stock Option Plan, as amended.		10-K	September 28, 2009	001-15543
10.2^†	Form of Option Certificate (Incentive Option) Under the 2005 Stock Plan.		8-K	September 21, 2005	001-15543
10.3^†	Form of Incentive Stock Option Under the 2005 Stock Plan.		8-K	September 21, 2005	001-15543
10.4^†	Form of Opinion Certificate (Non-Qualified Opinion) Under the 2005 Stock Plan.		8-K	September 21, 2005	001-15543
10.5^†	Form of Non-Qualified Stock Option Agreement Under the 2005 Stock Plan.		8-K	September 21, 2005	001-15543
10.6^†	2007 Change in Control Severance Plan.		10-Q	February 8, 2008	001-15543
10.7^†	2005 Stock Plan, as amended.		10-Q	May 15, 2009	001-15543
10.8^†	Form of Executive Officer Option Certificate.		10-Q	May 14, 2008	001-15543
10.9^†	Form of Amended Restricted Stock Unit Agreement.		10-Q	May 14, 2008	001-15543
10.10^†	Form of Amended Option Certificate (Incentive Option) Under the 2005 Stock Plan.		10-Q	May 14, 2008	001-15543
10.11^†	2011 Stock Inventive Plan, as amended, restated and adopted by the stockholders on June 20, 2023.		10-K	September 28, 2023	001-15543
10.12^†	Form of Restricted Share Unit Agreement Under the 2011 Stock Incentive Plan.		10-Q	May 13, 2011	001-15543
10.13^†	Form of Nonqualified Stock Option Agreement Under the 2011 Stock Incentive Plan.		10-Q	May 13, 2011	001-15543
10.14^†	Form of Incentive Stock Option Agreement Under the 2011 Stock Incentive Plan.		10-Q	May 13, 2011	001-15543
10.15^†	Amended Form of Restricted Share Unit Agreement Under the 2011 Stock Incentive Plan.		10-Q	February 12, 2016	001-15543
10.16^†	Amended Form of Performance-Based Restricted Share Unit Agreement Under the 2011 Stock Incentive Plan.		10-Q	February 12, 2016	001-15543
10.17^†	Amended Form of Restricted Share Unit Agreement for Non-Employee Directors Under the 2011 Stock Incentive Plan.		10-Q	February 12, 2016	001-15543
10.18	Amended and Restated Venture Loan and Security Agreement, dated July 2, 2015, by and between Palatin Technologies, Inc. and Horizon Technology Finance Corporation, Fortress Credit Co LLC, Horizon Credit II LLC and Fortress Credit Opportunities V CLO Limited.		8-K	July 7, 2015	001-15543
10.19	Termination and Release Agreement, dated September 29, 2020, by and between Catalent Belgium S.A. and Palatin Technologies, Inc.		10-Q	November 16, 2020	001-15543
10.20^††	Commercial Supply Agreement, dated September 29, 2020, by between Catalent Belgium S.A. and Palatin Technologies, Inc.		10-Q	November 16, 2020	001-15543
10.21^††	License Agreement, dated January 8, 2017, by and between AMAG Pharmaceuticals, Inc. and Palatin Technologies, Inc.		10-Q	February 10, 2017	001-15543
10.22^††	License Agreement, dated September 6, 2017, by and between Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd. and Palatin Technologies, Inc.		10-Q	November 13, 2017	001-15543
10.23^††	Employment Agreement, effective as of July 1, 2022, between Carl Spana and Palatin Technologies, Inc.		8-K	June 24, 2022	001-15543
10.24^†	Employment Agreement, effective as of July 1, 2022, between Stephen T. Wills and Palatin Technologies, Inc.		8-K	June 24, 2022	001-15543

10.25^†	Termination Agreement, dated July 24, 2020, between AMAG Pharmaceuticals, Inc. and Palatin Technologies, Inc.		8-K	July 27, 2020	001-15543
10.26	Manufacturing Services Agreement, dated as of June 1, 2019, by and between Lonza Ltd. and Palatin Technologies, Inc. (as assignee of AMAG Pharmaceuticals, Inc.).		10-K	September 25, 2020	001-15543
10.27^†††	Supply Agreement, dated as of December 20, 2018, by and between Ypsomed AG and Palatin Technologies, Inc. (as assignee of AMAG Pharmaceuticals, Inc.)		10-K	September 25, 2020	001-15543
10.28	Commercial Supply Agreement, dated September 29, 2020, by and between Catalent Belgium S.A. and Palatin Technologies, Inc.		10-Q	November 16, 2020	001-15543
10.29^†††	Termination and Release Agreement, dated September 29, 2020, by and between Catalent Belgium S.A. and Palatin Technologies, Inc.		10-Q	November 16, 2020	001-15543
10.30	Equity Distribution Agreement, dated April 12, 2023, between Canaccord Genuity LLC and Palatin Technologies, Inc.		8-K	April 12, 2023	001-15543
10.31	Form of Pre-Funded Warrant.		8-K	October 24, 2023	001-15543
21	Subsidiaries of the registrant.		10-K	September 28, 2023	001-15543
23.1	Consent of Thompson Hine LLP (included in Exhibit 5.1 to this Registration Statement).	x
23.2	Consent of Independent Registered Public Accounting Firm.	x
24.1	Power of Attorney (included on signature page)	x
107	Filing Fee Table.	x

	Palatin Technologies, INC.

	By:	/s/ Carl Spana
	Name:	Carl Spana, Ph.D.
	Title:	President and Chief Executive Officer

Signatures		Title
/s/ Carl Spana		President, Chief Executive Officer and Director (Principal Executive Officer)
Carl Spana

/s/ Stephen T. Wills		Executive Vice President, Chief Financial Officer and Chief Operating Officer
Stephen T. Wills		(Principal Financial and Accounting Officer)

/s/ John K.A. Prendergast
John K.A. Prendergast		Chairman and Director

/s/ Robert K. deVeer, Jr.
Robert K. deVeer, Jr.		Director

/s/ J. Stanley Hull
J. Stanley Hull		Director

/s/ Alan W. Dunton
Alan W. Dunton		Director

/s/ Arlene M. Morris
Arlene M. Morris		Director

/s/ Anthony M. Manning
Anthony M. Manning		Director

	1.	Assuming that the Private Warrants have been issued in accordance with the terms of the Purchase Agreement, the Private Warrant Shares, when issued and paid for upon the exercise of the Private Warrants in accordance with their terms and the terms of the Purchase Agreement, will be validly issued, fully paid, and nonassessable.

	2.	The Placement Agent Warrant Shares, when issued and paid for upon the exercise of the Placement Agent Warrants in accordance with their terms, will be validly issued, fully paid, and nonassessable.