Liquidity

The Company has

not

generated any revenues from product sales and has funded operations primarily from the proceeds of public offerings, convertible debt and convertible preferred stock. Substantial additional financing will be required by the Company to continue to fund its research and development activities.

assurance can be given that any such financing will be available when needed or that the Company’s research and development efforts will be successful.

The Company regularly explores alternative means of financing its operations and seeks funding through various sources, including public and private securities offerings, collaborative arrangements with

third

parties and other strategic alliances and business transactions. On

January 22, 2018,

the Company closed an underwritten public offering of

15,000,000

shares of the Company’s common stock, par value

$0.001

per share (“Common Stock”) and warrants to purchase

15,000,000

shares of Common Stock. At the closing, the Company also issued warrants to purchase an additional

1,970,625

shares of Common Stock pursuant to the underwriter’s partial exercise of its overallotment option. The shares of Common Stock and warrants were sold at a combined public offering price of

$0.80

per share and warrant for total proceeds of approximately

$10.8

million. The warrants have an exercise price of

$0.80

per share and a term of

five

years from the date of issuance. In addition, at the closing, the Company issued to designees of the underwriter of the offering warrants to purchase up to

750,000

shares of Common Stock. The underwriter’s warrants have an exercise price of

$1.00,

a term of

five

years from the date of issuance and otherwise substantially similar terms to the form of investor warrant. As a result of the offering, all outstanding shares of the Company's Series A convertible preferred stock converted into

21,006,918

shares of Common Stock (including accrued dividends paid-in-kind and issuance of shares in respect of the “make-whole” adjustment feature thereof).

The Company currently does

not

have any commitments to obtain additional funds and

may

be unable to obtain sufficient funding in the future on acceptable terms, if at all. On

March 2, 2018,

the Company received a written notice from the staff of the Listing Qualifications Department of the Nasdaq Stock Market LLC indicating the Company was

not

in compliance with Nasdaq Listing Rule

5550

(a)(

) because the bid price for the Company’s common stock had closed below

$1.00

per share for the previous

consecutive business days. In accordance with Nasdaq Listing Rule

5810

(c)(

)(A), the Company has

180

calendar days from the date of such notice, or until

August 29, 2018,

to regain compliance with the minimum bid price requirement. To regain compliance, the bid price for the Company’s Common Stock must close at

$1.00

per share or more for a minimum of

consecutive business days. In the event the Company is unable to regain compliance, it could adversely affect the Company’s ability to obtain future funding. If the Company cannot obtain the necessary funding, it will need to delay, scale back or eliminate some or all of its research and development programs or enter into collaborations with

third

parties to: commercialize potential products or technologies that it might otherwise seek to develop or commercialize independently; consider other various strategic alternatives, including a merger or sale of the Company; or cease operations. If the Company engages in collaborations, it

may

receive lower consideration upon commercialization of such products than if it had

not

entered into such arrangements or if it entered into such arrangements at later stages in the product development process. At the Company’s

2018

Annual Meeting of Stockholders on

June 14, 2018,

the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the shares of the Company’s common stock at a ratio of

not

less than

-to-

and

not

greater than

-to-

15,

with the exact ratio and effective time of the reverse stock split to be determined by the Company’s Board of Directors, if at all.

Operations of the Company are subject to certain risks and uncertainties including various internal and external factors that will affect whether and when the Company’s product candidates become approved drugs and how significant their market share will be, some of which are outside of the Company’s control. The length of time and cost of developing and commercializing these product candidates and/or failure of them at any stage of the drug approval process will materially affect the Company’s financial condition and future operations. The Company believes its cash and cash equivalents at

June

30,

2018

are sufficient to fund operations into

September 2019.