On July 18, 2025 Champions Oncology, Inc. (Nasdaq: CSBR), a leading provider of oncology-focused CRO services specializing in preclinical and clinical specialty testing, reported that its Board of Directors has appointed Rob Brainin as Chief Executive Officer and member of the Board of Directors, effective August 25, 2025 (Press release, Champions Oncology, JUL 18, 2025, View Source [SID1234654450]).

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Rob, who has served on Champions’ Board since 2021, will succeed Dr. Ronnie Morris, who has led the company as CEO since 2017. Dr. Morris will transition to the role of Executive Chair on August 25, supporting the leadership transition while remaining actively involved in the company’s strategic initiatives.

"I want to thank Ronnie for his outstanding leadership and vision since 2017, and I am thrilled he will continue to play an integral role as Executive Chair," said Joel Ackerman, Chairman of the Board, who will transition to a Director role. "As we expand beyond our core CRO services into a robust data offering, Rob’s expertise and track record of driving growth in innovative life sciences businesses make him the ideal leader to guide Champions through its next chapter."

Rob Brainin brings more than 25 years of experience in life sciences and technology, with a proven ability to scale and grow businesses built on cutting-edge science and data capabilities. He most recently served as Chief Business Officer at Veracyte, an oncology diagnostics company, and previously as CEO of Genuity Science, a company focused on genomics, data, and therapeutic discovery.

"I am honored and excited to join Champions at such a pivotal time," said Brainin. "The strength of Champions’ core CRO services provides a tremendous foundation to expand our emerging data platform and advance the pipeline of our discovery therapeutics subsidiary, Corellia AI. I look forward to working alongside this talented team to build on the company’s momentum and create value for our customers, employees, and shareholders."

Dr. Morris added, "I am incredibly proud of what we have accomplished together and the outstanding team we have assembled. I have complete confidence that Rob is the right leader to take Champions into its next phase of growth, and I look forward to supporting him and the team in realizing the company’s full potential."

On July 18, 2025 MEI Pharma, Inc. (Nasdaq: MEIP) (the "Company" or "MEI") reported that it has entered into securities purchase agreements for a private investment in public equity (PIPE) for the purchase and sale of 29,239,767 shares of common stock (or pre-funded warrants in lieu thereof) at a price of $3.42 per share, for expected aggregate gross proceeds of approximately $100 million, before deducting placement agent fees and other estimated offering expenses (Press release, MEI Pharma, JUL 18, 2025, View Source [SID1234654468]). In connection with the closing of the transaction, MEI will appoint Charlie Lee to its Board of Directors (at which time current member Taheer Datoo will resign) and GSR as its digital asset and treasury management advisor to oversee the implementation of its Litecoin Treasury Strategy.

Charlie Lee and GSR acted as lead investors, alongside participation from the Litecoin Foundation as well as prominent crypto venture capital firms and infrastructure providers including MOZAYYX, ParaFi, Hivemind, Primitive, RLH Capital, Delta Blockchain & CoinFund, among others.

This transaction marks a significant milestone in MEI’s long-term strategic plan and establishes MEI as the first and only publicly traded company to adopt Litecoin as a treasury reserve asset. Litecoin (LTC) is a leading peer-to-peer cryptocurrency that was created by Charlie Lee in October 2011. It is often referred to as the "silver to Bitcoin’s gold" due to its similarities to Bitcoin. As one of the longest-running blockchains with 100% uptime since its inception, Litecoin has demonstrated a proven track record of growth and reliability with significant enterprise-grade use cases. By integrating Litecoin into its treasury operations, MEI gains access to a decentralized monetary asset that complements its cash management framework.

"Litecoin was designed to be fast, secure, and decentralized – and it’s exciting to see those principles now being embraced by a public company like MEI," said Charlie Lee, Creator of Litecoin. "This milestone not only reflects growing institutional confidence in LTC but also sets the stage for broader adoption in traditional capital markets."

"We’re thrilled to partner with MEI in building a thoughtful LTC-focused treasury strategy," said Josh Riezman, US Chief Strategy Officer of GSR. "Our goal is to help institutions unlock the long-term potential of digital assets while managing risk and maintaining flexibility. This treasury strategy is centered around a completely fair and fully decentralized digital asset with a nearly unparalleled track record as a store of value and means of payment.

"MEI is pleased to pioneer this innovative public company treasury strategy with GSR and Charlie Lee, the first to our knowledge in the biotech sector," said Frederick W. Driscoll, Chairman of the Board of MEI.

The closing of the PIPE is expected to occur on or about July 22, 2025, subject to the satisfaction of customary closing conditions. The Company intends to use the funds to acquire the native cryptocurrency of the Litecoin blockchain commonly referred to as "LTC", which will serve as the Company’s primary treasury reserve asset.

Titan Partners Group, a division of American Capital Partners, is acting as the sole placement agent in connection with the PIPE.

The offer and sale of the foregoing securities is being made in a private placement in reliance on an exemption from the registration requirement of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and applicable state securities laws. Accordingly, the securities offered in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirement of the Securities Act and such applicable state securities laws. Concurrently with the execution of the securities purchase agreements, the Company and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") registering the resale of the shares of common stock. Any offering of the Company’s Common Stock under the resale registration statement will only be made by means of a prospectus.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

The private placement is being conducted in accordance with applicable Nasdaq rules and was priced to satisfy the "Minimum Price" requirement (as defined in the Nasdaq rules).

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On July 18, 2025 Bristol Myers Squibb (NYSE: BMY) reported the Phase 3 INDEPENDENCE trial evaluating Reblozyl (luspatercept-aamt) with concomitant janus kinase inhibitor (JAKi) therapy in adult patients with myelofibrosis-associated anemia receiving red blood cell (RBC) transfusions did not meet its primary endpoint of RBC transfusion independence during any consecutive 12-week period, starting within the first 24 weeks of treatment, compared to placebo (p=0.0674) (Press release, Bristol-Myers Squibb, JUL 18, 2025, View Source [SID1234654437]). Patients saw a numerical and clinically meaningful improvement in RBC transfusion independence favoring Reblozyl, in line with previous results from the Phase 2 trial (NCT03194542).

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Several important secondary measures also showed a clinically meaningful benefit favoring Reblozyl, which included a higher number of patients who achieved at least a 50% reduction (and by at least 4 RBC units) in RBC transfusion burden, as well as a higher number of patients achieving a hemoglobin (Hb) level increase by at least 1 g/dL while remaining transfusion independent for at least 12 consecutive weeks.

Frequently observed treatment emergent adverse events were consistent with the known safety profile of Reblozyl previously reported across indications.

The company is encouraged by the clinically meaningful results of the study and will engage with the FDA and EMA to discuss the submission of marketing applications.

"It is promising to see that Reblozyl led to clinically relevant improvement of anemia for patients with myelofibrosis, where patients often become increasingly transfusion dependent over time," said Anne Kerber, Senior Vice President, Head of Development, Hematology, Oncology, and Cell Therapy for Bristol Myers Squibb. "We remain confident in the ability of Reblozyl to improve outcomes for patients with myelofibrosis-associated anemia and believe the totality of these results, including meaningful improvements in transfusion burden and hemoglobin levels, support the potential to address an unmet need in patients who have few treatment options."

"Anemia remains a significant challenge in the treatment of myelofibrosis, with many patients still dependent on red blood cell transfusions or suboptimal treatment approaches that can sometimes worsen anemia associated with the disease," said John Mascarenhas, MD, Professor of Medicine at the Icahn School of Medicine at Mount Sinai and Director of the Center of Excellence for Blood Cancers and Myeloid Disorders at The Tisch Cancer Institute. "Patients with myelofibrosis and anemia are difficult to treat, and these results show that Reblozyl can have an important impact on anemia associated with the disease."

Reblozyl is a standard of care for the first-line treatment of anemia without previous erythropoiesis stimulating agent use (ESA-naïve) in adult patients with very low- to intermediate-risk myelodysplastic syndromes (MDS) who may require RBC transfusions, treatment of anemia failing an erythropoiesis stimulating agent and requiring 2 or more RBC units over 8 weeks in adult patients with very low- to intermediate-risk myelodysplastic syndromes with ring sideroblasts (MDS-RS) or with myelodysplastic/myeloproliferative neoplasm with ring sideroblasts and thrombocytosis (MDS/MPN-RS-T), and treatment of anemia in adult patients with beta thalassemia who require RBC transfusions.

Bristol Myers Squibb thanks the patients, investigators and clinical trial sites who participated in the INDEPENDENCE clinical trial.

About the Phase 3 INDEPENDENCE Trial
INDEPENDENCE (NCT04717414) is a Phase 3, double-blind, randomized study to compare the efficacy and safety of luspatercept vs placebo in patients with myeloproliferative neoplasms (MPN)-associated myelofibrosis (MF) on associated JAK2 inhibitor therapy and who require red blood cell (RBC) transfusions. The primary outcome measure is the proportion of patients who became RBC-transfusion-free over any consecutive 12-week period starting within the first 24 weeks. The key secondary endpoint was the proportion of patients who became RBC transfusion independent over any consecutive 16-week period, starting within the first 24 weeks. Additional secondary endpoints measured increase in hemoglobin (Hb) levels, and at least a 50% reduction in RBC transfusion burden.

About Myelofibrosis
Myelofibrosis (MF) is a rare type of blood cancer, with an annual incidence of approximately 0.3 cases per 100,000 individuals in the U.S. It is one of a group of blood cancers called chronic myeloproliferative neoplasms (MPN), in which bone marrow stem cells that produce blood cells develop and function abnormally. MF is characterized by the buildup of scar tissue, called fibrosis, in the bone marrow. As scar tissue increases, the bone marrow cannot make enough healthy blood cells, which can lead to anemia, a condition characterized by not having enough healthy red blood cells to carry oxygen to the body’s tissues.

About Reblozyl
Reblozyl, a first-in-class therapeutic option, promotes late-stage red blood cell maturation in animal models. Reblozyl is being developed and commercialized through a global collaboration with Merck as of November 2021. Reblozyl is indicated in the U.S. for the treatment of:

anemia in adult patients with beta thalassemia who require regular red blood cell (RBC) transfusions, and
anemia without previous erythropoiesis stimulating agent use (ESA-naïve) in adult patients with very low- to intermediate-risk myelodysplastic syndromes (MDS) who may require regular red blood cell (RBC) transfusions.
anemia failing an erythropoiesis stimulating agent and requiring 2 or more red blood cell (RBC) units over 8 weeks in adult patients with very low- to intermediate-risk myelodysplastic syndrome with ring sideroblasts (MDS-RS) or with myelodysplastic/myeloproliferative neoplasm with ring sideroblasts and thrombocytosis (MDS/MPN-RS-T).
Reblozyl is not indicated for use as a substitute for RBC transfusions in patients who require immediate correction of anemia. In the U.S., Reblozyl is not indicated for use in patients with non-transfusion-dependent beta thalassemia.

Important Safety Information

WARNINGS AND PRECAUTIONS

Thrombosis/Thromboembolism
In adult patients with beta thalassemia, thromboembolic events (TEE) were reported in 8/223 (3.6%) of REBLOZYL-treated patients. TEEs included deep vein thrombosis, pulmonary embolus, portal vein thrombosis, and ischemic stroke. Patients with known risk factors for thromboembolism (splenectomy or concomitant use of hormone replacement therapy) may be at further increased risk of thromboembolic conditions. Consider thromboprophylaxis in patients at increased risk of TEE. Monitor patients for signs and symptoms of thromboembolic events and institute treatment promptly.

Hypertension
Hypertension was reported in 11.4% (63/554) of REBLOZYL-treated patients. Across clinical studies, the incidence of Grade 3 to 4 hypertension ranged from 2% to 9.6%. In patients with beta thalassemia with normal baseline blood pressure, 13 (6.2%) patients developed systolic blood pressure (SBP) ≥130 mm Hg and 33 (16.6%) patients developed diastolic blood pressure (DBP) ≥80 mm Hg. In ESA-refractory or -intolerant adult patients with MDS with normal baseline blood pressure, 26 (30%) patients developed SBP ≥130 mm Hg and 23 (16%) patients developed DBP ≥80 mm Hg. In ESA-naïve adult patients with MDS with normal baseline blood pressure, 23 (36%) patients developed SBP ≥140 mm Hg and 11 (6%) patients developed DBP ≥80 mm Hg. Monitor blood pressure prior to each administration. Manage new or exacerbations of preexisting hypertension using anti-hypertensive agents.

Extramedullary Hematopoietic (EMH) Masses
In adult patients with transfusion-dependent beta thalassemia, EMH masses were observed in 3.2% of REBLOZYL-treated patients, with spinal cord compression symptoms due to EMH masses occurring in 1.9% of patients (BELIEVE and REBLOZYL long-term follow-up study).

In a study of adult patients with non-transfusion-dependent beta thalassemia, a higher incidence of EMH masses was observed in 6.3% of REBLOZYL-treated patients vs. 2% of placebo-treated patients in the double-blind phase of the study, with spinal cord compression due to EMH masses occurring in 1 patient with a prior history of EMH. REBLOZYL is not indicated for use in patients with non-transfusion-dependent beta thalassemia.

Risk factors for the development of EMH masses in patients with beta thalassemia include history of EMH masses, splenectomy, splenomegaly, hepatomegaly, or low baseline hemoglobin (<8.5 g/dL). Signs and symptoms may vary depending on the anatomical location. Monitor patients with beta thalassemia at initiation and during treatment for symptoms and signs or complications resulting from the EMH masses and treat according to clinical guidelines. Discontinue treatment with REBLOZYL in case of serious complications due to EMH masses. Avoid use of REBLOZYL in patients requiring treatment to control the growth of EMH masses.

Embryo-Fetal Toxicity
REBLOZYL may cause fetal harm when administered to a pregnant woman. REBLOZYL caused increased post-implantation loss, decreased litter size, and an increased incidence of skeletal variations in pregnant rat and rabbit studies. Advise pregnant women of the potential risk to a fetus. Advise females of reproductive potential to use effective contraception during treatment and for at least 3 months after the final dose.

ADVERSE REACTIONS

Beta-Thalassemia
Serious adverse reactions occurred in 3.6% of patients on REBLOZYL. Serious adverse reactions occurring in 1% of patients included cerebrovascular accident and deep vein thrombosis. A fatal adverse reaction occurred in 1 patient treated with REBLOZYL who died due to an unconfirmed case of acute myeloid leukemia (AML).

Most common adverse reactions (at least 10% for REBLOZYL and 1% more than placebo) were headache (26% vs 24%), bone pain (20% vs 8%), arthralgia (19% vs 12%), fatigue (14% vs 13%), cough (14% vs 11%), abdominal pain (14% vs 12%), diarrhea (12% vs 10%) and dizziness (11% vs 5%).

ESA-naïve adult patients with Myelodysplastic Syndromes
Grade ≥3 (≥2%) adverse reactions included hypertension and dyspnea.

The most common (≥10%) all-grade adverse reactions included diarrhea, fatigue, hypertension, peripheral edema, nausea, and dyspnea.

ESA-refractory or -intolerant adult patients with Myelodysplastic Syndromes
Grade ≥3 (≥2%) adverse reactions included fatigue, hypertension, syncope and musculoskeletal pain. A fatal adverse reaction occurred in 5 (2.1%) patients.

The most common (≥10%) adverse reactions included fatigue, musculoskeletal pain, dizziness, diarrhea, nausea, hypersensitivity reactions, hypertension, headache, upper respiratory tract infection, bronchitis, and urinary tract infection.

LACTATION
It is not known whether REBLOZYL is excreted into human milk or absorbed systemically after ingestion by a nursing infant. REBLOZYL was detected in milk of lactating rats. When a drug is present in animal milk, it is likely that the drug will be present in human milk. Because many drugs are excreted in human milk, and because of the unknown effects of REBLOZYL in infants, a decision should be made whether to discontinue nursing or to discontinue treatment. Because of the potential for serious adverse reactions in the breastfed child, breastfeeding is not recommended during treatment and for 3 months after the last dose.

DRUG ABUSE POTENTIAL
Abuse: Abuse of REBLOZYL may be seen in athletes for the effects on erythropoiesis. Misuse of drugs that increase erythropoiesis, such as REBLOZYL, by healthy persons may lead to polycythemia, which may be associated with life-threatening cardiovascular complications.

Please see accompanying U.S. Full Prescribing Information for REBLOZYL.

On July 18, 2025 Sanofi reported the completion of its acquisition of Blueprint Medicines Corporation (Blueprint), adding to its portfolio a commercialized medicine, a promising pipeline, and the expertise of a company specializing in systemic mastocytosis (SM), a rare immunological disease, and other KIT-driven diseases (Press release, Sanofi, JUL 18, 2025, View Source [SID1234654438]).

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In addition, the acquisition of Blueprint brings Sanofi an established presence among allergists, dermatologists, and immunologists which is expected to enhance Sanofi’s ability to advance its growing immunology pipeline.

The acquisition includes a rare immunology disease medicine, Ayvakit/Ayvakyt (avapritinib), approved in the US and EU. Ayvakit/Ayvakyt is the only approved medicine for advanced and indolent systemic mastocytosis (ASM & ISM), which is characterized by the accumulation and activation of aberrant mast cells in bone marrow, skin, the gastrointestinal tract, and other organs.

The acquisition also includes elenestinib, a next-generation medicine for SM that is a potent and highly selective KIT D816V inhibitor with limited central nervous system penetration. The oral investigational ISM medication is the subject of HARBOR, a phase 2/3 study (clinical study identifier: NCT04910685). The ongoing, randomized, double-blind, placebo-controlled study is designed to evaluate the efficacy and safety of elenestinib plus symptom-directed therapy in patients with ISM and smoldering SM.

Sanofi also acquired BLU-808, an investigational oral, highly potent and selective wild-type KIT inhibitor. Wild-type KIT plays a central role in mast cell activation, which is implicated in a broad range of inflammatory diseases.

The tender offer for all outstanding shares of Blueprint common stock, par value $0.001 per share expired at 17:00 EDST, on Thursday, July 17, 2025. The minimum tender condition and all of the other conditions to the offer have been satisfied, and on July 17, 2025, Sanofi accepted for payment and will promptly pay for all shares validly tendered and not validly withdrawn.

Following its acceptance of the tendered shares, Sanofi completed its acquisition of Blueprint through the merger of a wholly owned subsidiary of Sanofi with and into Blueprint, pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with Blueprint continuing as the surviving corporation, and becoming an indirect, wholly owned subsidiary of Sanofi. Sanofi is financing the transaction with a combination of cash on hand and proceeds from commercial paper issuances and the acquisition will not have a significant impact on Sanofi’s financial guidance for 2025. It is immediately accretive to gross margin and accretive to business operating income and EPS after 2026.

In connection with the merger, all Blueprint shares not validly tendered in the tender offer have been converted into the right to receive $129.00 per share in cash, without interest and subject to any withholding of taxes required by applicable legal requirements, plus one non-transferable contractual contingent right per share, representing the right to receive contingent payments of up to an aggregate amount of $6.00 per share in cash, without interest, upon the achievement of specified milestones on or prior to the expiration of the applicable milestone period.

As of July 18, 2025, Blueprint common stock will cease to be traded on the NASDAQ Global Select Stock Market.

About Ayvakit

Ayvakit (avapritinib) is the first and only medicine approved by the US Food and Drug Administration (FDA) to treat the root cause of SM. It was FDA approved for the treatment of advanced SM in June 2021 and indolent SM in May 2023. It now is indicated in adults with ISM, adults with advanced SM, including aggressive SM (ASM), SM with an associated hematological neoplasm (SM-AHN) and mast cell leukemia (MCL), and adults with unresectable or metastatic gastrointestinal stromal tumor (GIST) harboring a PDGFRA exon 18 mutation, including PDGFRA D842V mutations. The medicine is approved in the EU as Ayvakyt for the treatment of adults with ISM with moderate to severe symptoms inadequately controlled on symptomatic treatment, adults with ASM, SM-AHN or MCL, after at least one systemic therapy, and adults with unresectable or metastatic GIST harboring the PDGFRA D842V mutation. Globally, the medicine is approved for one or more indications in 16 countries, including China where it is marketed by CStone Pharmaceuticals, paying tiered percentage royalties on sales.

As previously disclosed, Salarius Pharmaceuticals, Inc. (the "Company") reported to have entered into an Agreement and Plan of Merger dated January 10, 2025, as previously amended by the First Amendment on March 28, 2025 and by the Second Amendment on June 10, 2025 (as amended, collectively, the "Merger Agreement") with Decoy Therapeutics MergerSub I, Inc., Decoy Therapeutics MergerSub II, LLC, and Decoy Therapeutics Inc. ("Decoy") (Filing, Salarius Pharmaceuticals, JUL 18, 2025, View Source [SID1234654455]). Under the Second Amendment, the relative ownership percentages of the combined company result in Company legacy stockholders retaining 7.6% and Decoy’s legacy stockholders retaining 92.4% of the combined company following completion of the merger, calculated on a fully-diluted basis before taking into account the dilutive effects of the required minimum $6.0 million qualified financing (the "Qualified Financing").

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On July 18, 2025, the Company entered into a Third Amendment to Agreement and Plan of Merger (the "Third Amendment") to allow certain holders of Decoy’s non-convertible promissory notes (the "Decoy Promissory Notes") to exchange such debt for shares of the Company’s newly created Certificate of Designation for Series B Non-Voting Convertible Preferred Stock ("Series B Preferred Stock") pursuant to note exchange agreements between the holders of Decoy Promissory Notes and Decoy (the "Note Exchange Agreements"). Except as set forth below, the terms of the Series B Preferred Stock are identical to the Series A Preferred Stock to be issued to Decoy stockholders and convertible noteholders at the closing of the Merger.

The number of common shares underlying the Series B Preferred Stock will be calculated by dividing the principal and interest owed to participating holders of Decoy Promissory Notes by the per share offering price in the Qualified Financing. Further, the Third Amendment provides that the number of shares of Company common stock underlying the Series A Preferred Stock to be issued to existing Decoy stockholders and convertible noteholders pursuant to the existing Exchange Ratio will be reduced on a one-for-one basis by the number of shares underlying the Series B Preferred Stock issued in exchange for the Decoy Promissory Notes. Accordingly, the relative percentage ownerships of the combined company (pre-Qualified Financing) will not change from those previously disclosed.

The Third Amendment also requires the Company to effectuate the Note Exchange Agreements, with the closing of such agreements to occur immediately following the closing of the Merger.

The Series B Preferred Stock is identical in all material respects to the previously disclosed Series A Non-Voting Convertible Preferred Stock of the Company, except for the following conversion and redemption provisions:

Optional/Mandatory Conversion: Upon the later of receipt of stockholder approval and the Company’s satisfaction of the initial listing standards of Nasdaq (the "Conversion Approval Date"), holders of Series B Preferred stock may convert any or all of their shares into Company common stock at the then existing conversion ratio. After the one-year anniversary of the Conversion Approval Date, the Series B Preferred Stock will automatically convert into shares of Company common stock at the same conversion ratio in effect as of the Conversion Approval Date.

Mandatory Redemption: Fifty percent (50%) of the net proceeds received by the Company from any post-closing drawdowns and/or sales under the Company’s At-the-Market Program with Ladenburg Thalmann & Co. Inc. or equity line of credit with and C/M Capital Master Fund, LP must be used to redeem outstanding shares of Series B Preferred Stock at the redemption price until all Series B Preferred Stock is fully redeemed.

Optional Redemption: The Company has the option to redeem all or any portion of the outstanding Series B Preferred Stock at any time following the closing of the merger upon seven days’ notice to the Holders.

Redemption Price: The redemption price per share of Series B Preferred Stock is the lower of: (i) the price per share offered to the public pursuant to the Company’s Registration Statement on Form S-1 (file no. 333-284368) multiplied by 1,000, or (ii) the product of 1,000 multiplied by the weighted average effective per share offering price of any subsequent Company offering of at least $2.0 million.

Similar to the Company’s Series A Preferred Stock, the Series B Preferred Stock will have a conversion ratio of 1,000 shares of common stock per preferred share, subject to adjustment, and will be subject to the same conversion restrictions, including the requirement for stockholder approval under The Nasdaq Stock Market LLC’s listing rule 5635 and the Company’s satisfaction of initial listing standards of Nasdaq.

Except as modified by The Third Amendment, the terms of the Merger Agreement remain in full force and effect.

The foregoing descriptions of Third Amendment and the Series B Preferred Stock are not complete and are qualified in their entirety by reference to the full text of Third Amendment and the Series B Preferred Stock, copies of which are filed as Exhibit 2.1 and Exhibit 2.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.