As filed with the U.S. Securities and Exchange Commission on May XX, 2026
Registration No. 333-292497
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
CTT PHARMACEUTICAL HOLDINGS,
INC.
(Exact name of registrant as specified in its charter)
_____________________
| Delaware | 2833 | 11-3763974 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1646 W Snow Avenue Suite 138
Tampa, FL 33606
(813) 606-0060
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_____________________
Ryan Khouri
Chief Executive Officer
1646 W Snow Avenue Suite 138
Tampa, FL 33606
(813) 606-0060
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_____________________
Please send copies of all communications to:
Frank J. Hariton, Esq.
1065 Dobbs Ferry Road
White Plains, New York 10607
(914) 649-7669
_____________________
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☑
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☑ | Smaller reporting company | ☑ | |||
| Emerging growth company | ☑ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
| PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION DATED May , 2026 |
6,250,000 Shares
CTT Pharmaceutical Holdings, Inc.
This prospectus relates to the resale, from time to time, by RH2 Equity Partners (“RH2” or the “Selling Stockholder”) of up to 6,250,000 shares of our common stock, par value $0.0001 per share (“Common Stock”).
The shares of Common Stock to which this prospectus relates consist of shares that have been or may be issued to the Selling Stockholder pursuant to an Equity Line of Credit Agreement between us and the Selling Stockholder dated as of September 19, 2025 (the “ELOC”).
We are not selling any securities under this prospectus and we will not receive any proceeds from the sale of the shares by the Selling Stockholder. However, we may receive proceeds of up to an additional $10,000,000 from the sale of the shares of Common Stock to the Selling Stockholder under the ELOC, from time to time in our discretion after the date the registration statement that includes this prospectus is declared effective and after satisfaction of other conditions in the ELOC.
The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. The Selling Stockholder may sell the shares of Common Stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the Selling Stockholder may sell the shares of Common Stock being registered pursuant to this prospectus.
We will pay the expenses of registering the shares of Common Stock offered by this prospectus, but all selling and other expenses incurred by the Selling Stockholder will be paid by the Selling Stockholder. The Selling Stockholder may sell our shares of Common Stock offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under “Plan of Distribution.” The prices at which the Selling Stockholder may sell shares will be determined by the prevailing market price for our Common Stock or in negotiated transactions.
Our Common Stock is listed on The Over the Counter Quotation Board (“OTCQB”) under the symbol “CTTH.” The last reported closing price for our Common Stock on OTCQB on May 26, 2026 was $0.0825 per share.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus to read about factors you should consider before investing in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the disclosures in the prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is May , 2026
TABLE OF CONTENTS
| Page | ||
| About This Prospectus | 1 | |
| Prospectus Summary | 2 | |
| The Offering | 2 | |
| Risk Factors | 3 | |
| Special Note Regarding Forward-Looking Statements | 12 | |
| Committed Equity Financing | 13 | |
| Use of Proceeds | 17 | |
| Market for Common Stock and Dividend Policy | 17 | |
| Capitalization | 18 | |
| Security Ownership of Certain Beneficial Owners and Management | 29 | |
| Description of Securities | 30 | |
| Selling Stockholder | 32 | |
| Plan of Distribution | 33 | |
| Directors, Executive Officers and Corporate Governance | 35 | |
| Executive Compensation | 37 | |
| Certain Relationships and Related Transactions | 37 | |
| Legal Matters | 37 | |
| Experts | 37 | |
| Where You Can Find More Information | 38 |
ABOUT THIS PROSPECTUS
The registration statement on Form S-1 of which this prospectus forms a part and that we have filed with the U.S. Securities and Exchange Commission (the “SEC”), includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading “Where You Can Find More Information.”
You should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto, or to which we have referred you, before making your investment decision. Neither we, nor the selling stockholder named herein (the “Selling Stockholder”), nor any financial advisor engaged by us or the Selling Stockholder in connection with this offering, have authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus.
You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the SEC, is accurate as of any date other than the date on the front cover of the applicable document. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.
The Selling Stockholder is not offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. Neither we nor the Selling Stockholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the jurisdiction of the United States who come into possession of this prospectus are required to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus applicable to that jurisdiction.
No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement having a later date, the statement in the prospectus supplement having the later date modifies or supersedes the earlier statement.
If required, each time the Selling Stockholder offers shares of Common Stock, we will provide you with, in addition to this prospectus, a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize the Selling Stockholder to use one or more free writing prospectuses to be provided to you that may contain material information relating to that offering. We may also use a prospectus supplement and any related free writing prospectus to add, update or change any of the information contained in this prospectus or in documents we have incorporated by reference. This prospectus, together with any applicable prospectus supplements, any related free writing prospectuses and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in a prospectus supplement. Please carefully read both this prospectus and any prospectus supplement together with the additional information described below under the section entitled “Incorporation of Certain Information by Reference” before buying any of the securities offered.
Unless the context otherwise requires, the terms “CTTH,” “the Company,” “we,” “us” and “our” refer to CTT Pharmaceutical Holdings, Inc.
Unless otherwise indicated, information contained in this prospectus or incorporated by reference herein concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any third-party information. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.
1
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including the information set forth under the headings “Risk Factors” as included elsewhere in this prospectus and our financial statements and the related notes and the section entitled.
Our Company
Business Overview
We specialize in drug delivery systems technology within the pharmaceutical industry. Our focus is fast dissolving drug delivery systems. The Company's technology platform includes the development of advanced oral delivery thin dissolvable strips. These strips can be infused with Pharmaceuticals, Nutraceuticals, Nicotine, and many other applications that are identified in our patents. An example of how our technology can help is with tobacco industry. A low dose nicotine strip utilizing our technology could provide a viable alternative to smoking and other oral products that stay in the mouth for an extended time.
THE OFFERING
| Shares of Common Stock offered by us | Up to 6,250,000 shares for $10,000,000 of our Common Stock that we may sell to the Selling Stockholder, from time to time at our sole discretion, pursuant to the ELOC, described below. | |
| Common Stock outstanding(1) | 58,712,232 shares of Common Stock. | |
| Common Stock outstanding after this offering(1) | 69,678,898 shares of Common Stock. | |
| Use of proceeds | We will not receive any proceeds from the sale by the Selling Stockholder of the shares of Common Stock being offered by this prospectus. However, we may receive gross proceeds of up to $10 million from the sale of our Common Stock to the Selling Stockholder under the ELOC. We intend to use any proceeds from the Selling Stockholder that we receive under the ELOC for working capital, strategic and general corporate purposes. Our priority is to spend at least $500,000 on equipment to bring our manufacturing in house. We have also determined to limit our use of the ELOC to minimize the dilution that might occur, especially at our current stock price levels. See “Use of Proceeds” and “Committed Equity Financing” | |
| Risk factors | An investment in our securities is highly speculative and involves substantial risk. Please carefully consider the risks described under the heading “Risk Factors” on page 24 and other information included and incorporated by reference in this prospectus for a discussion of factors to consider before deciding to invest in the securities offered hereby. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also impair our business and operations. | |
| Transfer agent and registrar | The registrar and transfer agent for our Common Stock is VStock Transfer, LLC, located at 18 Lafayette Place Woodmere, New York 11598. | |
| Stock symbol and trading | Our Common Stock is listed on the OTCQB under the symbol “CTTH.” |
RISK FACTORS
THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED. IN SUCH CASE, WE MAY NOT BE ABLE TO PROCEED WITH OUR PLANNED OPERATIONS AND YOUR INVESTMENT MAY BE LOST ENTIRELY.
We are in a Development Stage and may never achieve operational success
CTT Pharma is a development stage company focused in developing an oral delivery system for medications on a dissolvable film. CTT Pharma was organized in March 8, 2007. Accordingly, we have a limited operating history. Our business operations must be considered in light of the risks, expenses and difficulties frequently encountered in establishing a new delivery system for Nutraceuticals and Pharmaceuticals. As of the date of this report, we generated revenue from our partnership with Aurora. Our assets are limited to the patents and the public vehicle we operate in. Our future operating results will depend on many factors, including:
• our ability to raise adequate working capital;
• success of in developing and marketing the oral delivery system;
• demand for an oral delivery system;
• offer a larger variety of medications utilizing the oral delivery system;
• the level of our competition; and
• our ability to attract and maintain key management and employees.
While our officers and directors have significant experience in the medical field, there can be no assurance that this experience will help us fully implement our business plan. Our prospects for success must be considered in the context of a new company in a highly competitive industry with few barriers to entry.
We have access to $10 Million Dollars of capital through a Equity Line of Credit (ELOC) which may result in dilution of our existing shareholders
The agreement that is in place allows us to pull money from this ELOC. This capital will allow us to expand our development and production of our patented technology to create multiple product lines. Future business development activities, as well as our administrative requirements (such as salaries, insurance expenses and general overhead expenses, as well as legal compliance costs and accounting expenses) will require additional capital. It is important to note that the team as a whole has worked for shares in the past to limit the amount of cash spent.
We may pursue sources of additional capital through various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing or other means.
Any additional capital raised through the sale of equity may dilute the ownership percentage of our stockholders. Raising any such capital could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of securities we issue in future capital transactions may be more favorable to our new investors, and may include preferences, superior voting rights and the issuance of other derivative securities, and issuances of incentive awards under equity employee incentive plans, which may have a further dilutive effect. The current CEO, who owns over 10% of CTT shares has been mindful of not diluting shareholders and will continue to make decisions that are in the best interests of shareholders. At current stock prices we would be required to issue approximately 166 million shares to raise $10,000,000. We do not plan to raise more than $1 million under the ELOC unless our stock price exceeds $1 and we will endeavor to raise limited funds under the ELOC below $0.20 per share. Management believes that if our stock price substantially increases that we will be required to sell substantially fewer shares under the ELOC to reach our goals and that this will reduce dilution to our shareholder, but no assurance can be given that this will occur. We do not speculate on stock price. We would look to raise additional funding isle the stock goes over $1.00 a share. The chart on the S1 shows at the different price points we would look to pull funding. In 2019 the price of CTTH common stock was over $1.00. No assurance is given that such price levels will occur again.
We have a history of losses and our auditors report includes a “going concern” qualification
We have not generated revenue in the past two years and have continuing expenses. Currently these expenses are primarily related to our patents, audits and the expenses that come from being on the OTC Markets OTCQB Tier. CTT expects to incur further losses in the development of our business. Our audited financial statements contain a qualification as to our ability to continue as a going concern. Management's plan to address our ability to continue as a going concern includes: (1) obtaining debt or equity funding from private placement or institutional sources; (2) obtaining loans from financial institutions, where possible, or (3) participating in joint venture transactions with third parties. The possible receipt of funding under the ELOC described in this prospectus is part of that plan. We incurred a loss of ($250,229) in our fiscal year ended December 31, 2024 and a loss of ($155,907) in the year ended December 31, 2025. Although we believe that we will be able to obtain the necessary funding to allow us to remain a going concern through the methods described above, there can be no assurances that such methods will prove successful. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We have generated limited operating revenue
To date, both CTT Pharmaceuticals and CTT Pharma have financed their operations primarily through private sales of common stock. Our ability to generate revenues will depend upon our ability to secure additional funding and successfully manufacture and market our Strips.
We are not expecting any significant revenues in the short-term. Moreover, even if we do identify, develop, commercialize, manufacture, and obtain required regulatory approvals, we may not generate revenues or royalties from commercial sales of these products for a significant number of years. Therefore, our proposed operations are subject to all the risks inherent in the establishment of a new business enterprise.
We will be subject to extensive governmental regulation which increases our cost of doing business and may affect our ability to commercially produce the strips.
The FDA and comparable agencies in foreign countries impose substantial requirements on the production and distribution of our strips for nicotine as an example. Vitamin strips are not subject to the same regulatory requirements and we hope would have a quicker entry point to market. It is possible that our future operations will include sales in other countries which may have significant regulatory structures applicable to us. As of the date of this prospectus we have not definitively identified any specific countries for future sales efforts.
Government regulation also affects the manufacturing and marketing of the Strip. Government regulations may delay marketing of the Strip impose costly procedural requirements upon our activities and furnish a competitive advantage to larger companies or companies more experienced in regulatory affairs. Delays in obtaining governmental regulatory approval could adversely affect our marketing as well as our ability to generate significant revenues from commercial sales. Moreover, if regulatory approval of our strip is granted, such approval may impose limitations on the indicated use for which the Wafer be marketed. Regulatory standards are stringently applied and failure to comply with regulatory standards can, among other things, result in fines, denial or withdrawal of regulatory approvals, product recalls or seizures, operating restrictions and criminal prosecution.
The regulatory approval process presents several risks to us:
Delays or rejections may be encountered during any stage of the regulatory process based upon the failure of the clinical or other data to demonstrate compliance with, or upon the failure of the product to meet, a regulatory agency's requirements for safety, efficacy, and quality.
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Requirements for approval may become more stringent due to changes in regulatory agency policy or the adoption of new regulations or guidelines.
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New guidelines can have an effect on the regulatory decisions made in previous years.
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The scope of any regulatory approval, when obtained, may significantly limit the indicated uses for which a product may be marketed and may impose significant limitations in the nature of warnings, precautions, and contraindications that could materially affect revenues.
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Our strips are subject to continuing and ongoing review, and discovery of problems with these products or the failure to adhere to manufacturing or quality control requirements may result in restrictions on manufacturing.
We may incur substantial product liability expenses due to the use or misuse of our Strip for which we may be unable to obtain insurance coverage.
Our business exposes us to potential liability risks that are inherent in the testing, manufacturing and marketing of a pharmaceutical delivery process. These risks will expand with respect to our drug candidates, if any, that receive regulatory approval for commercial sale and we may face substantial liability for damages in the event of adverse side effects or product defects identified with any of our products that are used in clinical tests or marketed to the public. Product liability insurance for the biotechnology industry is generally expensive, if available at all, and as a result, we may be unable to obtain insurance coverage at acceptable costs or in a sufficient amount in the future, if at all. We may be unable to satisfy any claims for which we may be held liable as a result of the use or misuse of products which we developed, manufactured or sold and any such product liability claim could adversely affect our business, operating results or financial condition.
Our business will suffer if we fail or are delayed in commercializing the strip.
Our inability or delay in commercializing the strip and any combination of pharmaceutical agents could have a significant material adverse effect on our business.
To commercialize our product, especially in the pain management sector, we will be required to develop a market introduction plan, and possibly obtain financing to support our commercialization efforts, among other things. We cannot assure you that we will succeed in these efforts as these involve activities (or portions of activities) that we have not previously completed. Therefore, we would be entering a highly competitive market with an untested, newly-established commercial capability. This outline of risks involved in the commercialization of our Strip is not exhaustive, but illustrative. For example, it does not include additional competitive, intellectual property, commercial, product liability, and commercial risks involved in a launch of the pharmaceutically based Strip.
We cannot be certain that any pharmaceutical strips will be suitable for commercial purposes.
To be profitable, we must successfully research, develop, obtain regulatory approval for, manufacture, introduce, market, and distribute our Strips under development, or secure a partner to provide financial and other assistance with these steps. The time necessary to achieve these goals for any individual pharmaceutical product is uncertain.
Our business will suffer if we cannot adequately protect our patent and proprietary rights.
Although our Wafer delivery system is patented there can be no assurance that the patent will provide us with meaningful protection from competition, or that we will possess the financial resources necessary to enforce any of our patents. Also, we cannot be certain that any products that we (or a licensee) develop will not infringe upon any patent or other intellectual property right of a third party. We also rely upon trade secrets, know-how, and continuing technological advances to develop and maintain our competitive position.
We face rapid technological change and intense competition.
Our success depends, in part, upon maintaining a competitive position in the development of products and technologies in an evolving field in which developments are expected to continue at a rapid pace. We compete with other drug delivery, biotechnology and pharmaceutical companies, research organizations, individual scientists, and non-profit organizations engaged in the development of alternative drug delivery technologies or new drug research and testing, as well as with entities developing new drugs that may be orally active. Many of these competitors have greater research and development capabilities, experience, and marketing, financial, and managerial resources than we have, and, therefore, represent significant competition.
We may not be able to successfully manage our growth, which could lead to our inability to implement our business plan.
Our growth is expected to place a significant strain on our managerial, operational and financial resources, especially considering that we currently only have a small number of executive officers, employees and advisors. Further, as we enter into various contracts or other transactions, we will be required to manage multiple relationships with various consultants, businesses and other third parties. These requirements will be exacerbated in the event of our further growth or in the event that the number of websites we operate increases. There can be no assurance that our systems, procedures and/or controls will be adequate to support our operations or that our management will be able to achieve the rapid execution necessary to successfully implement our business plan. If we are unable to manage our growth effectively, our business, results of operations and financial condition will be adversely affected, which could lead to us being forced to curtail our business plan and operations.
Our executive officers and key employees will be crucial to our business, and we may not be able to recruit, integrate and retain the personnel we need to succeed
Our future success is dependent, in a large part, on retaining the services of Ryan Khouri our CEO, Dr. Pankaj Modi our founder and a key consultant , Dr. Allen Greenspoon and Dr. Katharine Cole, our directors. The knowledge, leadership and technical expertise of management would be difficult to replace. While no director has plans to leave or retire in the near future, the loss of any of our directors or key consultants could have a material adverse effect on our operating and financial performance, including our ability to develop and execute our long The loss of the services of any key personnel, or our inability to attract, integrate and retain highly skilled technical, management, sales and marketing personnel could result in significant disruption to our operations, including our inability or limited success in developing our job verticals, completion of our initiatives, including growth plans and the results of our operations. Any failure by us to find suitable replacements for our key management may be disruptive to our operations. Competition for such personnel can be intense, and we may be unable to attract, integrate and retain such personnel successfully. None of our officers, directors or key consultants has an employment agreement with us.
To date, we have one independent director
As of the date of this report, we have one independent director and are currently looking to bring on one more independent director. A requirement of the OTCQB is to have 2 independent directors and we are working towards that requirement. This should happen before the end of Q1 of 2026. We will notify shareholders when this is achieved.
Our management controls a significant percentage of our current outstanding common stock.
As of the date of this prospectus, our officers and directors collectively and beneficially own approximately 50% of our outstanding common stock. This concentration of voting control gives management substantial influence over any matters which require a stockholder vote, including without limitation the election of directors and approval of merger and/or acquisition transactions, even if their interests may conflict with those of other stockholders. It could have the effect of delaying or preventing a change in control of, or otherwise discouraging, a potential acquirer from attempting to obtain control of the company. This could have a material adverse effect on the market price of our common stock or prevent our stockholders from realizing a premium over the then prevailing market prices for their shares of common stock.
Intellectual property infringement claims could be brought against competitors which could prove expensive and might not be successful.
We have patent coverage in over 35 countries and intends to pursue litigation to prevent infringement. No assurance can be given that file necessary lawsuits against any company that infringes on our patented technology. Capital would have to be used for these lawsuits and we can give no assurance that we will have the necessary capital or that these lawsuits will prove successful. Additionally, as our resources allow we intend to continue to strengthen our patents both in Europe and the United States. Our US Patents expire at various dates between 2036 and 2038. No assurance can be given that we will have meaningful patent protection beyond such expiration dates.
We may incur significant increased costs as a result of operating as a public company, and our management may be required to devote substantial time to new compliance initiatives.
In the future, we may incur significant legal, accounting and other expenses as a result of operating as a public company. The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), as well as new rules subsequently implemented by the SEC, have imposed various new requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these new rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage.
In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, we are required to perform system and process evaluation and testing on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our testing may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.
Our proposed business expansion for nicotine strips in the United States is dependent on FDA Approval.
The FDA requires approval for nicotine products and can take approximately 1-1.5 years to gain approval. Other countries have 6 months to enter into their markets for nicotine products. CTT anticipates approval in the U.S. but acknowledges there’s a wait to go to market. We will look to go to market in other countries while we wait and will look to go to market quicker with vitamin strips.
Risks related to our common stock:
There presently is a limited market for our common stock, and the price of our common stock may be volatile.
Our common stock is currently quoted on OTCQB. We have, however, a very limited trading history. If a market for our common stock ever develops, there could be volatility in the volume and market price of our common stock. This volatility may be caused by a variety of factors, including the lack of readily available quotations, the absence of consistent administrative supervision of "bid" and "ask" quotations and generally lower trading volume. In addition, factors such as quarterly variations in our operating results, changes in financial estimates by securities analysts or our failure to meet our or their projected financial and operating results, litigation involving us, factors relating to our industry, actions by governmental agencies, national economic and stock market considerations as well as other events and circumstances beyond our control could have a significant impact on the future market price of our common stock and the relative volatility of such market price.
Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.
Our stockholders could sell substantial amounts of common stock in the public market, including shares upon the expiration of any statutory holding period under Rule 144 of the Securities Act of 1933 (the "Securities Act"), if available, or upon trading limitation periods. Such volume could create a circumstance commonly referred to as an "overhang" and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make it more difficult for us to secure additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.
Our directors and officers have rights to indemnification.
We will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was our director or officer, or who is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, to the full extent permitted by Delaware law. The inclusion of these provisions in our Articles may have the effect of reducing the likelihood of derivative litigation against directors and officers, and may discourage or deter stockholders or management from bringing a lawsuit against directors and officers for breach of their duty of care, even though such an action, if successful, might otherwise have benefited us and our stockholders.
We do not anticipate paying any cash dividends.
We do not anticipate paying cash dividends on our common stock for the foreseeable future. The payment of dividends, if any, would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any dividends will be within the discretion of our Board of Directors. We presently intend to retain all earnings, if any, to implement our business strategy; accordingly, we do not anticipate the declaration of any dividends in the foreseeable future.
We are subject to penny stock regulations and restrictions, and you may have difficulty selling shares of our common stock.
The SEC has adopted regulations which generally define a "penny stock" as an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our common stock is a "penny stock" and is subject to Rule 15g-9 under the Exchange Act, or the "Penny Stock Rule." This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and "accredited investors" (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market, thus possibly making it more difficult for us to raise additional capital.
For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in penny stock, of a disclosure schedule required by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market of penny stocks.
There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict persons from participating in a distribution of a penny stock, under certain circumstances, if the SEC finds that such a restriction would be in the public interest.
We have never declared a cash dividend and do not intend to declare a cash dividend in the foreseeable future.
We have never declared or paid cash dividends on our Common Stock. Payment of dividends on our Common Stock is within the discretion of our Board of Directors and will depend upon our future earnings, capital requirements, financial condition and other relevant factors. We do not anticipate declaring or paying any cash dividends on our Common Stock in the foreseeable future.
scale to which we expect to grow. If we are unable to realize our plans, our brand, business, prospects, financial condition and operating results
We may choose to or be compelled to undertake product recalls or take other similar actions, which could adversely affect our brand image and financial performance.
Any product recall with respect to our products may result in adverse publicity, damage our brand and adversely affect our business, prospects, operating results and financial condition. In the future, we may at various times, voluntarily or involuntarily, initiate a recall if any of our products prove to be defective or noncompliant with applicable laws and regulations. Such recalls, whether voluntary or involuntary or caused by systems or components engineered or manufactured by us or our suppliers, could involve significant expense and could adversely affect our brand image in our target markets, as well as our business, prospects, financial condition and results of operations.
Our products and our website, systems, and data we maintain may be subject to intentional disruption, other security incidents, or alleged violations of laws, regulations, or other obligations relating to data handling that could result in liability and adversely impact our reputation and future sales.
We may face significant challenges with respect to information security and maintaining the security and integrity of our systems and other systems used in our business, as well as with respect to the data stored on or processed by these systems. Advances in technology, an increased level of sophistication, and an increased level of expertise of hackers, new discoveries in the field of cryptography or others can result in a compromise or breach of the systems used in its business or of security measures used in our business to protect confidential information, personal information, and other data.
The availability and effectiveness of our products, and our ability to conduct our business and operations, depend on the continued operation of information technology and communications systems, some of which we have yet to develop or otherwise obtain the ability to use. Systems used in our business, including data centers and other information technology systems, will be vulnerable to damage or interruption. Such systems could also be subject to break-ins, sabotage and intentional acts of vandalism, as well as disruptions and security incidents as a result of non-technical issues, including intentional or inadvertent acts or omissions by employees, service providers, or others. We anticipate using outsourced service providers to help provide certain services, and any such outsourced service providers face similar security and system disruption risks as us. Some of the systems used in our business will not be fully redundant, and our disaster recovery planning cannot account for all eventualities. Any data security incidents or other disruptions to any data centers or other systems used in our business could result in lengthy interruptions in our service.
We are an “emerging growth company” as defined in the JOBS Act and a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are able to avail itself of reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies, which could make our Common Stock less attractive to investors and adversely affect the market price of our Common Stock in the future.
We are an “emerging growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (i) the last day of our fiscal year in which we total annual gross revenue of at least $1.235 billion; (ii) the last day of our first fiscal year following the fifth anniversary of our initial public offering; (iii) the date on which we have issued more than $1 billion in non-convertible debt securities during the previous three years; or (iv) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means the market value of our Common Stock that is held by non-affiliates exceeds $700.0 million. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:
| • | not being required to comply with the auditor attestation requirements of Section 404; |
| • | not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; |
| • | providing only two years of audited financial statements in addition to any required unaudited interim financial statements and a correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure for certain filings; |
| • | reduced disclosure obligations regarding executive compensation; and |
| • | exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholders approval of any golden parachute payments not previously approved. |
In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for new or revised accounting standards during the period in which we remain an emerging growth company; however, we may adopt certain new or revised accounting standards early. Changes in rules of U.S. generally accepted accounting principles or their interpretation, the adoption of new guidance or the application of existing guidance to changes in our business could significantly affect our financial position and results of operations. In addition, our independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as we qualify as an “emerging growth company,” which may increase the risk that material weaknesses or significant deficiencies in our internal control over financial reporting go undetected. Likewise, so long as we qualify as a “smaller reporting company” or an “emerging growth company,” we may elect not to provide stockholders or investors with certain information, including certain financial information and certain information regarding compensation of our executive officers, that we would otherwise have been required to provide in filings we make with the SEC, which may make it more difficult for investors and securities analysts to evaluate our company.
We are a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting Common Stock held by non-affiliates is more than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue are more than $100.0 million during the most recently completed fiscal year and our voting and non-voting Common Stock held by non-affiliates is more than $700.0 million measured on the last business day of our second fiscal quarter.
We may choose to take advantage of some, but not all, of the available exemptions as an emerging growth company and a smaller reporting company. We will take advantage of reduced reporting burdens. We cannot predict whether investors will find our Common Stock less attractive if we rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile.
We are required by Section 404 of the Sarbanes-Oxley Act to evaluate the effectiveness of its internal control over financial reporting. If we are unable to achieve and maintain effective internal controls, our operating results and financial condition could be harmed.
We are an emerging growth company, and thus we are exempt from the auditor attestation requirement of Section 404(b) of Sarbanes-Oxley until such time as we no longer qualify as an emerging growth company. Regardless of whether we qualify as an emerging growth company, we will still need to implement substantial internal control systems and procedures in order to satisfy the reporting requirements under the Exchange Act and applicable requirements. We presently have a limited ability to meet this obligation and our management has no experience operating a public reporting company.
Risks Related to this Offering
It is not possible to predict the actual number of shares we will sell under the ELOC to the Selling Stockholder, or the actual gross proceeds resulting from those sales.
In September, 2025, we entered into the ELOC with the Selling Stockholder, pursuant to which the Selling Stockholder has committed to purchase up to $10,000,000 in shares of our Common Stock, subject to certain limitations and conditions set forth in the ELOC. The shares of our Common Stock that may be issued under the ELOC may be sold by us to the Selling Stockholder at our discretion from time to time over a 24-month period commencing on the date on which all of the conditions to our right to commence sales of our Common Stock to the Selling Stockholder set forth in the ELOC were satisfied (“Commencement Date”). The principal condition that we must satisfy is the registration statement of which this prospectus forms a part being ordered effective.
We generally have the right to control the timing and amount of any sales of our shares of Common Stock to the Selling Stockholder under the ELOC. Sales of our Common Stock, if any, to the Selling Stockholder under the ELOC will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Stockholder all, some or no additional amount of the shares of our Common Stock that may be available for us to sell to Selling Stockholder pursuant to the ELOC.
Because the purchase price per share to be paid by the Selling Stockholder for the shares of Common Stock that we may elect to sell to them under the ELOC, if any, will fluctuate based on the market prices of our Common Stock for each Purchase made pursuant to the ELOC, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of Common Stock that we will sell to the Selling Stockholder under the ELOC, the purchase price per share that the Selling Stockholder will pay for shares purchased from us under the ELOC, or the aggregate gross proceeds that we will receive from those purchases by the Selling Stockholder under the ELOC, if any.
Moreover, although the ELOC provides that we may sell up to an aggregate of $3,000,000 of our Common Stock to the Selling Stockholder, we are registering 6,250,000 shares of our Common Stock for resale under this prospectus, The actual gross proceeds from the sale of the shares may be substantially less than the $10,000,000 Total Commitment available to us under the ELOC. If it becomes necessary for us to issue and sell to the Selling Stockholder under the ELOC more shares than the shares being registered for resale under this prospectus in order to receive aggregate gross proceeds equal to the Total Commitment of $3,000,000 under the ELOC, we must first file with the SEC one or more additional registration statements to register under the Securities Act the resale by the Selling Stockholder of any such additional shares of our common stock over the 6,250,000 shares registered in this Registration Statement that we wish to sell from time to time under the ELOC, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our common stock to the Selling Stockholder under the ELOC.
Any issuance and sale by us under the ELOC of a substantial number of shares of Common Stock in addition to the 6,250,000 shares of our Common Stock being registered for resale by the Selling Stockholder under this prospectus could cause additional substantial dilution to our stockholders. The number of shares of our Common Stock ultimately offered for sale by the Selling Stockholder is dependent upon the number of shares of Common Stock, if any, we ultimately sell to the Selling Stockholder under the ELOC.
Investors who buy shares at different times will likely pay different prices.
Pursuant to the ELOC, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to the Selling Stockholder. If and when we do elect to sell shares of our Common Stock to the Selling Stockholder pursuant to the ELOC, after the Selling Stockholder has acquired such shares, the Selling Stockholder may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from the Selling Stockholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Stockholder in this offering as a result of future sales made by us to the Selling Stockholder at prices lower than the prices such investors paid for their shares in this offering.
We may require additional financing to sustain our operations and without it we may not be able to continue operations.
Subject to the terms and conditions of the ELOC, we may, at our discretion, direct the Selling Stockholder to purchase up to $10,000,000 of shares of our Common Stock under the ELOC from time-to-time over a 24-month period beginning on the Commencement Date. Although the ELOC provides that we may sell up to an aggregate of $10,000,000 of our Common Stock to the Selling Stockholder only 6,250,000 shares of our Common Stock are being registered hereby. The purchase price per share for the shares of Common Stock that we may elect to sell to the Selling Stockholder under the ELOC will fluctuate based on the market prices of our Common Stock for each Purchase made pursuant to the ELOC, if any. Accordingly, it is not currently possible to predict the number of shares that will be sold to the Selling Stockholder, the actual purchase price per share to be paid by the Selling Stockholder for those shares, if any, or the actual gross proceeds to be raised in connection with those sales.
Assuming a purchase price of $0.0799 per share (which represents the closing price of our common stock on OTCQB on May 14, 2026), the purchase by the Selling Stockholder of all of the 6,250,000 shares being registered hereby from and after the Commencement Date would result in aggregate gross proceeds to us of approximately $876,236 which is substantially less than the $10,000,000 Total Commitment available to us under the ELOC. After deducting our fees and expenses, the aggregate net proceeds to us from all of such purchases by the Selling Stockholder would be approximately $870,236.
Accordingly, in order to receive aggregate gross proceeds equal to the $10,000,000 Total Commitment available to us under the ELOC, we would need to issue and sell to the Selling Stockholder under the ELOC more than being registered hereby, which would require us to file with the SEC one or more additional registration statements to register under the Securities Act the resale by the Selling Stockholder any such additional shares of our common stock we wish to sell from time to time under the ELOC, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our common stock to the Selling Stockholder under the ELOC.
The extent to which we rely on the Selling Stockholder as a source of funding will depend on a number of factors including, the prevailing market price of our Common Stock and the extent to which we are able to secure working and other capital from other sources. If obtaining sufficient funding from the Selling Stockholder were to prove unavailable or prohibitively dilutive, we may need to secure another source of funding in order to satisfy our working and other capital needs. Even if we were to sell to the Selling Stockholder all of the shares of Common Stock available for sale to the Selling Stockholder under the ELOC, we may still need additional capital to fully implement our business, operating and development plans. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences may be a material adverse effect on our business, operating results, financial condition and prospects.
Sales of our Common Stock to the Selling Stockholder may cause substantial dilution to our existing stockholders, the sale of the shares of our Common Stock acquired by the Selling Stockholder could cause the price of our Common Stock to decline, and the actual number of shares we will issue under the ELOC, at any one time or in total, is uncertain.
This registration statement relates to an aggregate amount of up to $10,000,000 of shares of our Common Stock that we may sell to the Selling Stockholder from time to time prior to the 24-month anniversary of the Commencement Date. The number of shares ultimately offered for sale to the Selling Stockholder under this prospectus supplement is dependent upon the number of shares we elect to sell to the Selling Stockholder under the ELOC. See “Committed Equity Financing” for more information about our obligations under the ELOC.
Depending upon market liquidity at the time, sales of shares of our Common Stock under the ELOC may cause the trading price of our Common Stock to decline. After the Selling Stockholder has acquired shares under the ELOC, it may sell all, some or none of those shares. Sales to the Selling Stockholder by us pursuant to the ELOC under this prospectus supplement may result in substantial dilution to the interests of other holders of our Common Stock. The sale of a substantial number of shares of our Common Stock to the Selling Stockholder in this offering, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales. However, we have the right to control the timing and amount of any sales of our shares to the Selling Stockholder (other than the mandatory purchase notice described above that we are obligated to issue), and the ELOC may be terminated by us at any time at our discretion without penalty.
The extent to which we rely on the Selling Stockholder as a source of funding will depend on a number of factors, including the prevailing market price of our Common Stock and the extent to which we are able to secure working capital from other sources.
Future sales and issuances of our Common Stock or other securities might result in significant dilution and could cause the price of our Common Stock to decline.
To raise capital, we may sell Common Stock, convertible securities or other equity securities in one or more transactions other than those contemplated by the ELOC, at prices and in a manner we determine from time to time. We may sell shares or other securities in another offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our Common Stock, or securities convertible or exchangeable into Common Stock, in future transactions may be higher or lower than the price per share paid by investors in this offering.
We cannot predict what effect, if any, sales of shares of our Common Stock in the public market or the availability of shares for sale will have on the market price of our Common Stock. However, future sales of substantial amounts of our Common Stock in the public market, including shares issued upon exercise of outstanding options, warrants and convertible preferred shares, or the perception that such sales may occur, could adversely affect the market price of our Common Stock.
Management will have broad discretion as to the use of the proceeds from the offering, and uses may not improve our financial condition or market value.
Because we have not designated the amount of net proceeds from the offering to be used for any particular purpose, our management will have broad discretion as to the application of such net proceeds and could use them for purposes other than those contemplated hereby. Our management may use the net proceeds for corporate purposes that may not improve our financial condition or market value.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains various forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which represent our expectations or beliefs concerning future events. Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, and/or which include words such as “believes,” “plans,” “intends,” “anticipates,” “estimates,” “expects,” “may,” “will,” “continues,” “should” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. In addition, any statements concerning future financial performance, ongoing strategies or prospects, and possible future actions, including any potential strategic transaction involving us, which may be provided by our management, are also forward-looking statements. These statements are not guarantees of future performance, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Forward-looking statements are based on current expectations and projections about future events, actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. You should understand that the following important factors, in addition to those discussed in under the heading “Risk Factors” included elsewhere in this prospectus and in any of our future filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, could affect our stock price or future results and could cause those results to differ materially from those expressed in such forward-looking statements:
| • | our prospects, including our future business, revenues, expenses, net income, earnings per share, gross margins, profitability, cash flows, cash position, liquidity, financial condition and results of operations, backlog of orders and revenue, our targeted growth rate, our goals for future revenues and earnings, and our expectations about realizing the revenues in our backlog and in our sales pipeline; |
| • | the effects on our business, financial condition and results of operations of current and future economic, business, market and regulatory conditions, including the current economic and market conditions and their effects on our customers and their capital spending and ability to finance purchases of our products, services, technologies and systems; |
| • | the effects of fluctuations in sales on our business, revenues, expenses, net income, earnings per share, margins, profitability, cash flows, capital expenditures, liquidity, financial condition and results of operations; |
| • | our products, services, technologies and systems, including their quality and performance in absolute terms and as compared to competitive alternatives, their benefits to our customers and their ability to meet our customers’ requirements, and our ability to successfully develop and market new products, services, technologies and systems; |
| • | our markets, including our market position and our market share; |
| • | our ability to successfully develop, operate, grow and diversify our operations and businesses; |
| • | our business plans, strategies, goals and objectives, and our ability to successfully achieve them; |
| • | the sufficiency of our capital resources, including our cash and cash equivalents, funds generated from operations and other capital resources, to meet our future working capital, capital expenditure and business growth needs; |
| • | the value of our assets and businesses, including the revenues, profits and cash flows they are capable of delivering in the future; |
| • | the effects on our business operations, financial results, and prospects of business acquisitions, combinations, sales, alliances, ventures and other similar business transactions and relationships; |
| • | industry trends and customer preferences and the demand for our products, services, technologies and systems; and |
| • | the nature and intensity of our competition, and our ability to successfully compete in our markets. |
The Company is currently evaluating multiple commercialization pathways for its nicotine oral dissolvable strip technology, including direct commercialization and strategic partnerships. The Company’s initial target markets are the United States and Canada. Subject to regulatory progress, commercial readiness, and available resources, the Company may subsequently pursue expansion into European and other international markets, either independently or through licensing, distribution, or strategic partnership arrangements. The Company has not yet finalized its regulatory, commercialization, or partnership strategy for any jurisdiction outside North America. These statements are necessarily subjective, are based upon our current plans, intentions, objectives, goals, strategies, beliefs, projections and expectations, and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of the publicly-available information with respect to the factors upon which our business strategy is based, or the success of our business. Because we are not currently subject to the reporting requirements of the Exchange Act, we are not able to rely on the safe harbor exemptions contained therein and cited above. The Company is not eligible to rely on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for forward-looking statements because it is a shell company and is also a penny stock issuer, as such term is defined under the federal securities laws.
COMMITTED EQUITY FINANCING
General
On September 8, 2025, we entered into the ELOC and the Registration Rights Agreement with RH2, LP. Pursuant to the ELOC, we have the right to sell to the Selling Stockholder up to a Total Commitment of $10,000,000 in shares of our Common Stock, subject to certain limitations and conditions set forth in the ELOC. In accordance with our obligations under the Registration Rights Agreement, we have filed the registration statement that includes this prospectus with the SEC to register under the Securities Act the resale by the Selling Stockholder of shares of Common Stock that we have issued and may issue to Selling Stockholder under the ELOC.
We do not have further right to make sales of our Common Stock to the Selling Stockholder under the ELOC until the registration statement that includes this prospectus is declared effective by the SEC and the final form of this prospectus is filed with the SEC. From and after such time, we will control the timing and amount of any sales of our Common Stock to the Selling Stockholder. Actual sales of shares of our Common Stock to the Selling Stockholder under the ELOC will depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by us as to the appropriate sources of funding for our company and our operations.
With certain limited exceptions, the purchase price per share of the shares of Common Stock that we elect to sell to the Selling Stockholder pursuant to a Purchase under the ELOC will be equal to eighty five percent (85.0%) of the lowest daily VWAP during the ten business days prior to the date we deliver a notice to the Selling Stockholder. There is no upper limit on the price per share that the Selling Stockholder could be obligated to pay for the Common Stock under the ELOC.
The ELOC prohibits us from directing the Selling Stockholder to purchase any shares of our Common Stock if those shares, when aggregated with all other shares of our Common Stock then beneficially owned by the Selling Stockholder (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in the Selling Stockholder beneficially owning more than the Beneficial Ownership Cap of 4.99% of the outstanding Common Stock.
Because the purchase price per share to be paid by the Selling Stockholder for the shares of Common Stock that we may elect to sell to the Selling Stockholder under the ELOC, if any, will fluctuate based on the market prices of our Common Stock, as of the date of this prospectus it is not possible for us to predict the number of shares of Common Stock that we will sell to the Selling Stockholder under the ELOC, the actual purchase price per share to be paid by the Selling Stockholder for those shares, or the actual gross proceeds to be raised by us from those sales, if any. As of December 11, 2025, there were 58,712,232 shares of our Common Stock outstanding, of which 17,869,460 shares were held by non-affiliates, which excludes the 6,250,000 shares of Common Stock registered hereby and shares of Common Stock that we may, in our sole discretion, sell to the Selling Stockholder from time to time pursuant to the ELOC. If all of the shares offered for resale by the Selling Stockholder under this prospectus were issued and outstanding as of December 30, 2025, we would have 69,678,898 shares outstanding and the shares offered hereby would represent such shares would represent approximately 10.4% of the total number of shares of our Common Stock outstanding and approximately 18.6% of the total number of outstanding shares held by non-affiliates, in each case as of December 30, 2025.
The net proceeds from sales, if any, under the ELOC, will depend on the frequency and prices at which we sell shares of Common Stock to the Selling Stockholder. To the extent we sell shares under the ELOC, we currently plan to use any proceeds therefrom for costs of this transaction, for working capital, strategic and other general corporate purposes.
The issuance of our Common Stock to the Selling Stockholder pursuant to the ELOC will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted. Although the number of shares of our Common Stock that our existing stockholders own will not decrease, the shares of our Common Stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of our Common Stock after any such issuance.
The ELOC and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
Neither we nor the Selling Stockholder may assign or transfer its rights and obligations under the ELOC, and no provision of the ELOC or the Registration Rights Agreement may be modified or waived by the parties.
Purchase of Shares by RH2, LP
Upon the terms and subject to the conditions set forth in the ELOC, we will have the right, but not the obligation, from time to time at our sole discretion over the 24-month period from and after the Commencement Date, to direct the Selling Stockholder to purchase up to a maximum amount of shares of Common Stock based on a percentage of total volume on the purchase at the applicable purchase price per share to be calculated on the trading day the Selling Stockholder receives purchase notice from us (the “Purchase Date”) in accordance with the ELOC (each, a “Purchase).
The Purchase Price to be paid by the Selling Stockholder in a Purchase will be equitably adjusted as set forth in the ELOC for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.
The payment for shares in respect of each Purchase under the ELOC will be settled on the third (3rd) trading day immediately following the delivery of the shares to the Selling Stockholder, which shall occur on the trading day immediately following the applicable Purchase Date.
Conditions Precedent to Commencement and For Delivery of Purchase Notices
Our right to deliver Purchase notices to the Selling Stockholder under the ELOC, and the Selling Stockholder’s obligation to Purchase notices delivered by us under the ELOC, are subject to (i) the initial satisfaction, at the Commencement, and (ii) the satisfaction of the conditions precedent thereto set forth in the ELOC, all of which are entirely outside of the Selling Stockholder’s control, which conditions including the following:
| • | the accuracy in all material respects of the representations and warranties of the company included in the ELOC; |
| • | Our having performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the ELOC to be performed, satisfied or complied with by us; |
| • | the registration statement that includes this prospectus (and any one or more additional registration statements filed with the SEC that include shares of Common Stock that may be issued and sold by us to the Selling Stockholder under the ELOC) having been declared effective under the Securities Act by the SEC, and the Selling Stockholder being able to utilize this prospectus (and the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement,) to resell all of the shares of Common Stock included in this prospectus (and included in any such additional prospectuses); |
| • | the SEC shall not have issued any stop order suspending the effectiveness of the registration statement that includes this prospectus (or any one or more additional registration statements filed with the SEC that include shares of Common Stock that may be issued and sold by us to the Selling Stockholder under the ELOC) or prohibiting or suspending the use of this prospectus (or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement), and the absence of any suspension of qualification or exemption from qualification of the Common Stock for offering or sale in any jurisdiction; |
| • | there shall not have occurred any event and there shall not exist any condition or state of facts, which makes any statement of a material fact made in the registration statement that includes this prospectus (or in any one or more additional registration statements filed with the SEC that include shares of Common Stock that may be issued and sold by us to the Selling Stockholder under the ELOC) untrue or which requires the making of any additions to or changes to the statements contained therein in order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of this prospectus or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement, in light of the circumstances under which they were made) not misleading; |
| • | this prospectus, in final form, shall have been filed with the SEC under the Securities Act prior to Commencement, and all reports, schedules, registrations, forms, statements, information and other documents required to have been filed by us with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall have been filed with the SEC; |
| • | trading in the Common Stock shall not have been suspended by the SEC, we shall not have received any final and non-appealable notice that the listing or quotation of the Common Stock on the OTCQB shall be terminated on a date certain (unless, prior to such date, the Common Stock is listed or quoted on any other Eligible Market, as such term is defined in the ELOC), and there shall be no suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock; |
| • | we shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of the ELOC and the Registration Rights Agreement; |
| • | the absence of any statute, regulation, order, decree, writ, ruling or injunction by any court or governmental authority of competent jurisdiction which prohibits the consummation of or that would materially modify or delay any of the transactions contemplated by the ELOC or the Registration Rights Agreement; |
| • | the absence of any action, suit or proceeding before any arbitrator or any court or governmental authority seeking to restrain, prevent or change the transactions contemplated by the ELOC or the Registration Rights Agreement, or seeking material damages in connection with such transactions; |
| • | all of the shares of Common Stock that may be issued pursuant to the ELOC shall have been approved for listing or quotation on OTCQB (or if the Common Stock is not then listed on OTCQB, on any Eligible Market), subject only to notice of issuance; and |
| • | no condition, occurrence, state of facts or event constituting a material adverse effect shall have occurred and be continuing. |
Termination of the ELOC
Unless earlier terminated as provided in the ELOC, the ELOC will terminate automatically on the earliest to occur of:
| • | the first day of the month next following the 24-month anniversary of the Commencement Date; |
| • | the date on which the Selling Stockholder shall have purchased shares of Common Stock under the ELOC for an aggregate gross purchase price equal to its $3,000,000 Total Commitment under the ELOC; |
| • | the date on which the Common Stock shall have failed to be listed or quoted on The OTCQB Capital Market or any other Eligible Market; and |
| • | the date on which we commence a voluntary bankruptcy case or any third party commences a bankruptcy proceeding against us, a custodian is appointed for us in a bankruptcy proceeding for all or substantially all of its property, or we make a general assignment for the benefit of its creditors. |
We have the right to terminate the ELOC at any time after the Commencement Date, at no cost or penalty, upon ten (10) days’ prior written notice to the Selling Stockholder. We and the Selling Stockholder may also terminate the ELOC at any time by mutual written consent.
The Selling Stockholder also has the right to terminate the ELOC upon ten (10) days’ prior written notice to us, but only upon the occurrence of our material breach of the ELOC.
No termination of the ELOC will affect the Registration Rights Agreement, which will survive any termination of the ELOC.
No Short-Selling or Hedging by RH2, LP
The Selling Stockholder has agreed that neither it nor any of its affiliates shall engage in any direct or indirect short-selling or hedging of our Common Stock during any time prior to the termination of the ELOC.
Prohibition on Variable Rate Transactions
Subject to specified exceptions included in the ELOC, we are limited in our ability to enter into specified variable rate transactions during the term of the ELOC. Such transactions include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the trading price of our Common Stock after the date of issuance.
Effect of Performance of the ELOC on our Stockholders
All shares of Common Stock that have been or may be issued or sold by us to the Selling Stockholder under the ELOC that are being registered under the Securities Act for resale by the Selling Stockholder in this offering are expected to be freely tradable. The shares of Common Stock being registered for resale in this offering may be issued and sold by us to the Selling Stockholder from time to time at our discretion over a period of up to 24 months commencing on the Commencement Date. The resale by the Selling Stockholder of a significant amount of shares registered for resale in this offering at any given time, or the perception that these sales may occur, could cause the market price of our Common Stock to decline and to be highly volatile. Sales of our Common Stock, if any, by the Selling Stockholder under the ELOC will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Stockholder all, some or none of the shares of our Common Stock that may be available for us to sell to the Selling Stockholder pursuant to the ELOC.
If and when we do elect to sell shares of our Common Stock to the Selling Stockholder pursuant to the ELOC, after the Selling Stockholder has acquired such shares, the Selling Stockholder may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from the Selling Stockholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Stockholder in this Offering as a result of future sales made by us to the Selling Stockholder at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to the Selling Stockholder under the ELOC, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with the Selling Stockholder may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.
Although the ELOC provides that we may sell up to an aggregate of $10,000,000 of our Common Stock to the Selling Stockholder, we are registering 6,250,000 shares of our Common Stock. If after the Commencement Date we elect to sell to the Selling Stockholder all of the 6,250,000 shares of Common Stock being registered for resale under this prospectus that are available for sale by us to the Selling Stockholder in Purchases under the ELOC, depending on the market prices of our Common Stock, the actual gross proceeds from the sale of the shares may be substantially less than the $10,000,000 Total Commitment available to us under the ELOC. If it becomes necessary for us to issue and sell to the Selling Stockholder under the ELOC more shares than being registered for resale under this prospectus in order to receive aggregate gross proceeds equal to the Total Commitment of $10,000,000 under the ELOC, we must first file with the SEC one or more additional registration statements to register under the Securities Act the resale by the Selling Stockholder of any such additional shares of our Common Stock over the 6,250,000 shares registered in this Registration Statement that we wish to sell from time to time under the ELOC, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our Common Stock to the Selling Stockholder under the ELOC. Any issuance and sale by us under the ELOC of a substantial number of shares of Common Stock in addition to the 6,250,000 shares of our Common Stock being registered for resale by the Selling Stockholder under this prospectus could cause additional substantial dilution to our stockholders. The number of shares of our Common Stock ultimately offered for sale by the Selling Stockholder is dependent upon the number of shares of Common Stock, if any, we ultimately sell to the Selling Stockholder under the ELOC.
Our present plan is to utilize no more than $1,000,000 of the funds available under the ELOC unless our stock price exceeds $1 per share in order to reduce dilution to our shareholders. However, no assurance can be given that we will realize any particular amounts or any amounts under the ELOC.
The following table sets forth our intended utilization of the ELOC at differing stock price levels.
| Price of Common Stock | Number
of Shares to be Put under the ELOC |
Gross Proceeds | ||
| $0.10 | 600,000 | $60,000 | ||
| $0.15 | 1,600,000 | $240,000 | ||
| $0.20 | 2,500,000 | $500,000 | ||
| $0.50 | 1,000,000 | $500,000 | ||
| $0.75 | 266,666 | $200,000 | ||
| $1.00 | 2,500,000 | $2,500,000 | ||
| $2.00 | 1,500,000 | $3,000,000 | ||
| $3.00 | 1,000,000 | $3,000,000 |
The following table sets forth, for illustrative purposes only, the amount of gross proceeds we would receive from the Selling Stockholder from our sale of the 6,250,000 shares being registered by this registration statement to the Selling Stockholder under the ELOC at varying purchase prices: The examples in the table are illustrative only and do not represent actual transactions.
| Assumed Average Purchase Price Per Share | Number of Registered Shares to be Issued if Full Purchase(1) | Percentage of Outstanding Shares After Giving Effect to the Issuance to the Selling Stockholder(2) | Gross Proceeds from the Sale of Shares to the Selling Stockholder Under the ELOC | |||||||
| $0.06 | 6,250,000 | 10.4% | $ 375,000 | |||||||
| $0.08 | 6,250,000 | 10.4% | $ 500,000 | |||||||
| $0.10 | 6,250,000 | 10.4% | $ 625,000 | |||||||
| $0.15 | 6,250,000 | 10.4% | $ 937,500 | |||||||
| $0.20 | 6,250,000 | 10.4% | $1,250,000 | |||||||
| $0.30 | 6,250,000 | 10.4% | $1,875,000 |
_____________
| (1) | Although the ELOC provides that we may sell up to $10,000,000 of our Common Stock to the stockholder, we are only registering 6,250,000 shares under this prospectus, which may or may not cover all of the shares we ultimately sell to the stockholder under the ELOC. The number of registered shares to be issued as set forth in this column does not give effect to the (i) the Beneficial Ownership Cap, or (ii) the Total Commitment amount of $10,000,000. |
| (2) | The denominator is based on 58,837,232 shares outstanding as of December 31, 2025, adjusted to include the issuance of the number of shares set forth in the adjacent column that we would have sold to the Selling Stockholder in future sales, assuming the average purchase price in the first column for all shares issued. The numerator is based on the number of shares issuable pursuant to future sales under the ELOC (that are the subject of this offering) at the corresponding assumed average purchase price set forth in the first column. |
| (3) | The closing sale price of our Common Stock on May 26, 2026 was $0.0825 |
USE OF PROCEEDS
This prospectus relates to shares of Common Stock that may be offered and sold from time to time by the Selling Stockholder. We will not receive any proceeds from the resale of shares of Common Stock by the Selling Stockholder.
We may receive up to $10 million in gross proceeds pursuant to the ELOC. See “Plan of Distribution” elsewhere in this prospectus for more information. We intend to use any proceeds from the Selling Stockholder that we receive under the ELOC for working capital, strategic and general corporate purposes. Our current plan is to utilize $1 million. As the Company scales up we will look to raise additional funds from the ELOC at the prices mentioned in the chart contained in the prior pages of this prospectus. However, our ability to raise proceeds from the ELOC will be dependent on future trading prices and volumes of our common stock, which can not be assured.
We hope to be able to purchase manufacturing equipment for approximately $500,000 to bring the manufacture of our strips “in house”, but can give no assurance that we will be able to do this. In addition, we will require suitable manufacturing space which we believe will cost us approximately $2,000 per month.. Accordingly, we cannot specify with certainty all of the particular uses for the net proceeds that we will have from the sale of our shares pursuant to the ELOC. Therefore, our management will have broad discretion to determine the specific use for the net proceeds and we may use the proceeds for purposes that are not contemplated at the time of this offering. If we raise more than $500,000, the additional funds will be expended on marketing, regulatory matters or additional manufacturing capacity in management’s discretion If we are unable to raise $500,000, we will seek to raise the necessary funds through debt financing or through other commercial means. We may retain our founder, Dr. Modi, at a cost of up to $50,000 per year to assist in our development efforts with our initial efforts being directed towards vitamin and nicotine strips.
If the Company raises proceeds in excess of $500,000, a portion of such proceeds may be used for regulatory and compliance-related activities, including product classification analysis, labeling review, product testing, regulatory consulting, legal review, and other activities necessary to support commercialization of the Company’s products in target markets. Such expenditures are not limited to the Company’s planned vitamin strip product and may also apply to the Company’s nicotine-based product candidates or other future product offerings, depending on management’s strategic priorities.
We will incur all costs associated with this prospectus and the registration statement of which it is a part.
MARKET FOR COMMON STOCK AND DIVIDEND POLICY
Market Information and Number of Stockholders
Our Common Stock is listed on the OTCQB Market under the symbol “CTTH.” The closing price for our Common Stock on the OTCQB on May 26, 2026 was $0.0825 per share.
Based upon information furnished by our transfer agent, as of April 8, 2026 there were approximately 1,087 holders of record of our Common Stock. A substantially greater number of holders of our Common Stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions.
Dividend Policy
We have never declared or paid any cash dividends on shares of our Common Stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board of Directors. Accordingly, investors must rely on sales of their Common Stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.
CAPITALIZATION
The following table sets forth our actual cash and cash equivalents and our capitalization as of June 30, 2025:
| • | on an actual basis; |
| • | on an as adjusted basis to give effect to the events above and the issuance and sale of 6,250,000 shares of our Common Stock at an assumed Purchase Price to Selling Stockholder of $0.0799 per share, based on the $0.0799 price of our Common Stock on May 14, 2026. |
You should read this information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes for the six months ended June 30, 2025, and for the fiscal year ended December 31, 2025 included elsewhere herein.
| As of December 31, 2025 (unaudited) | ||||||||
| () | Actual | As adjusted | ||||||
| Cash and Cash Equivalents: | $ | 15,329 | $ | 390,329 | ||||
| Total Current Liabilities: | 0 | 0 | ||||||
| Total Long-Term Liabilities: | 31,018 | 31,018 | ||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Common Stock, par value $0.0001 per share: 150,000,000 shares authorized and 58,837,232 shares outstanding, actual; 150,000,000 shares authorized and 69,678,898 outstanding, as adjusted | 5,884 | 6,502 | ||||||
| Additional paid-in capital | 7,600,729 | 7,975,354 | ||||||
| Accumulated deficit | (7,551,443 | ) | (7,551,443 | ) | ||||
| Total stockholders’ equity | $ | 55,150 | $ | 430,150 | ||||
The as adjusted information discussed above is illustrative only.
OUR BUSINESS
Overview and Corporate History
CTT Pharmaceutical Holdings, Inc. (“CTT Pharmaceuticals”, "the Company," "our", “us” or "we") is a Delaware Corporation which was incorporated on December 6, 1996 under the name Winchester Mining Corp. The name of the Company was changed to PNW Capital, Inc. on May 16, 2000. In 2002, PNW Capital, Inc. acquired Industrial Minerals Incorporated, a private Nevada Corporation, and changed its name to Industrial Minerals, Inc. Effective July 26, 2011, the Company adopted the name of "Mindesta Inc.". In conjunction with this action, the Company reverse split its stock on a 20:1 basis.
Due to financial difficulties and the inability to secure financing, the Company ceased operations in 2013.
On September 9, 2014 the Company. entered into a Share Exchange Agreement (the "Exchange Agreement") with CTT Pharmaceuticals, Inc., f/k/a Fenwafe Inc., an entity organized under the Canadian Corporations Business Act in March 2007 ("CTT" or "CTT Pharma"), and the shareholders of CTT Pharma whereby the Company acquired all of the issued and outstanding shares of common stock of CTT Pharma in consideration for the issuance of 149,183,285 shares of our common stock of which CTT Pharma instructed us to issue 8,444,337 to Capital Financial. (The shares of common stock issued to Capital Financial was an obligation incurred by CTT Pharma.)
The 149,183,285 restricted common stock issued at closing represented approximately 80% of the then issued and outstanding shares of our common stock.
Effective July 20, 2015 we changed our name to CTT Pharmaceutical Holdings, Inc. (“CTT Pharmaceuticals”).
CTT is now a wholly owned subsidiary of CTT Pharmaceuticals and is now the Company’s exclusive focus. We have abandoned all of our previous business operations. CTT Pharma is a development stage company with limited operations to date focused on developing an oral delivery system of medication contained on a disposable film.
CTT Pharma- Present Operations
CTT Pharma specializes in drug delivery systems technology within the pharmaceutical industry. CTT Pharma's focus is fast dissolving drug delivery systems. The Company's technology platform includes the development of advanced oral delivery thin dissolvable strips. These strips can be infused with Pharmaceuticals, Nutraceuticals, Nicotine, and many other applications that are identified in CTT’s patents.. An example of how our technology can help is with tobacco industry. A low dose nicotine strip utilizing our technology could provide a viable alternative to smoking and other oral products that stay in the mouth for an extended time.
In 2019, the Company completed a limited commercial test run of approximately 60,000 THC dissolvable strips in Canada. The strips were sold in packages of 15 strips for approximately CAD $35 per package, resulting in gross sales of approximately CAD $140,000. Distribution occurred in accordance with applicable Canadian medical cannabis requirements in effect at that time, including physician authorization for patient use. The Company obtained the approvals and authorizations then required under applicable Canadian regulations to conduct this limited commercial activity. Since 2019, the Company’s operations have primarily consisted of product development, intellectual property development, strategic business development, capital raising activities, and preparation for commercialization of its oral dissolvable strip technologies.
On December 9, 2010 Pankaj Modi was issued Canadian Patent CA 2624110 C and subsequently on January 7, 2014, Pankaj Modi, our previous Chief Executive Officer (CEO) and Founder was issued US Patent Number 8,823,401 B2 in connection with the wafer formulation. On August 29, 2013 these was subsequently assigned to CTT Pharmaceutical Inc., f/k/a Fenwafe Inc. Subsequently, CTT has been granted additional patents in the United States and Europe.
On December 9, 2010 Pankaj Modi was issued Canadian Patent CA 2624110 C and subsequently on January 7, 2014, Pankaj Modi, our previous Chief Executive Officer (CEO) and Founder was issued US Patent Number 8,823,401 B2 in connection with the wafer formulation. On August 29, 2013 these was subsequently assigned to CTT Pharmaceutical Inc., f/k/a Fenwafe Inc. Subsequently, CTT has been granted additional patents in the United States and Europe.
The Strip is an orally administrable wafer comprising at least one physiologically acceptable film forming agent. The wafer is formed by mixing the film-forming agent with an aqueous solution to form a gel and exposing the gel to a plurality of heating and cooling cycles. The strip formulation relates to a rapidly dissolving formulation suitable for oral administration. The Company considers certain aspects of its formulation and manufacturing processes to be proprietary. The manufacturing process itself does not require separate FDA approval, although any commercial product may be subject to applicable regulatory requirements. The Company currently sources its raw materials and ingredients from third-party suppliers.
The Company’s current commercialization efforts are focused on nicotine dissolvable strips and vitamin dissolvable strips. The Company does not currently plan to independently commercialize prescription pharmaceutical products. If pursued in the future, such opportunities would likely be developed through strategic partnerships with larger industry participants.
CTT Pharma can develop strips wafer for pain relief, vitamins, smoking cessation and many other uses for many industries. The strip eliminates the unpleasant effect of rolling and smoking cigarettes. However, regulatory compliance and testing for a new product delivery system as well as costs associated with launching a product creates a need for additional capital. Our initial efforts will be for vitamin strips and nicotine strips.
CTT will pursue regulatory approval in the United States for a dissolvable nicotine strips. Management believes that nicotine strips require FDA approval, which may be a long and costly process, while vitamin strips do not require FDA approval. The Company is in talks with a testing facility and the representative that will help with any regulatory hurdles CTT will encounter. The Company is currently evaluating the appropriate FDA regulatory pathway for its nicotine dissolvable strip product and has not yet finalized a specific submission strategy. The regulatory process is expected to include product classification analysis, pre-submission regulatory review, preparation of required technical and scientific documentation, submission of the applicable regulatory filing, and FDA review prior to any commercial marketing in the United States. The company is looking to launch a nicotine product in 2026. Key entry points for our technology will be in North America and Europe. Additionally, CTT will look to bring vitamin strips to market in the United States in 2026 as FDA approval is not required. This does not have the same regulatory constraints that nicotine products have. Both industries provide a large opportunity for CTT to gain revenue streams through our innovative technology. The CEO of CTT has a identified a real need for our technology in the tobacco/nicotine industry as more than 480,000 American die each year from the effects of smoking or 1300 per day and more than 8 million deaths worldwide. More than 16 million Americans live with chronic diseases from smoking as smoking is the leading preventable cause of chronic diseases, including cancers, heart disease, stroke, lung diseases (like COPD), and type 2 diabetes, according to the CDC. These health risks are associated with smoking and tobacco-related exposures and should not be interpreted as being attributable solely to nicotine. Nicotine itself is primarily associated with dependence, developmental risks in youth, and fetal health risks, as described by public health authorities. Tobacco costs the United States over $241 billion in health care expenditures and more than $365 billion in lost productivity each year as approximately 6.9 billion cigarette packs were sold in the U.S. in 2024 alone..This provides and opportunity for CTT’s technology to help smokers stop smoking by giving them an alternative to smoking. Additionally, CTT believes it can take market share away from other oral products such as pouches, gum and lozenges. The $10 Million Equity Line of Credit that CTT has signed with RH2 Equity Partners will give the company the ability to independently launch this much needed product as well as our vitamin strips. Pharmaceutical strips will require more funding and will be done as the company grows and/or with a partnership with a larger pharmaceutical company.
The THC dissolvable strips previously sold in Canada were manufactured by a third-party manufacturer pursuant to a prior commercial relationship. That relationship ended approximately six years ago, and the Company does not currently have an active manufacturing agreement in place. The Company is not currently engaged in commercial strip production and intends to use a portion of the offering proceeds to acquire its own manufacturing equipment for future in-house production. Management believes that the proceeds of this offering will allow the Company top acquire its own machinery to produce its strips and result in substantial benefit to our shareholders.
PAIN MANAGEMENT
Medical efforts to treat pain, known as "pain management", address a large market, as clinical pain is a worldwide problem with serious health and economic consequences. The extent of the chronic pain problem poses a significant economic burden for patients, health services and societies alike. The economic impact of pain is greater than most health conditions due to its effects on rates of absenteeism, reduced level of productivity and increased risk of leaving the work force.
In a 2012 report from health economists from John Hopkins University published a report in The Journal of Pain (Volume 13, No.8 2012) researchers estimated that the annual cost of chronic pain is as high as $635 billion per year. Researchers estimated that the annual economic costs of chronic pain assessed the incremental costs of health care related to the chronic pain and the indirect costs of chronic pain from lower productivity. For those with persistent pain, it limits their functional status and adversely impacts their quality of life.
Drugs are a key element in the treatment of pain. The pain management market has grown immensely in recent years and is expected to continue to grow significantly. This is likely due to a number of factors, such as, a rapidly aging population, patient demand for rapid effective pain relief, increasing recognition of the therapeutic and economic benefits of rapid and effective pain management by physicians, healthcare providers and payers, and longer survival times for patients with painful chronic conditions, such as cancer and AIDS.
Many different kinds of pain exist including acute, chronic, persistent and breakthrough pain. As well, there exist different approaches to treat pain. Opiates are typically prescribed to manage moderate-to-severe acute or chronic breakthrough pain due to the fact that fast-acting, short-lived opiates can provide rapid delivery. The most common acute use of opioids is for post-surgical pain. Opiates drugs used to treat acute pan include intravenous fentanyl, hydrocodone and oral oxycodone, which provide rapid pain relief but pose a huge risk of addiction and dependency. We believe that there are other Pharmaceutical and non-pharmaceutical drugs that can provide the same type of pain relief as opiates without the risks of addiction.
The route of administration of any medication is an important consideration. Although many patients prefer oral administration of medications, oral medication is not always "fast-acting", a property which is clearly desirable in the treatment of acute breakthrough pain. Also, orally administrable medications are generally provided in the form of solid shaped articles such as tablets, pills, caplets and capsules that retain their shape under moderate pressure. Some patients, particularly pediatric and geriatric patients, have difficulty administering an oral medication due to inability to swallow, nausea or other gastrointestinal problems. Breakthrough pain medications can be taken in other ways, including by injection, under the tongue (sublingual), rectally, or transmucosally absorbed in the mouth but not swallowed; however, these forms of administration are often not as "fast-acting" as would be desired.
Liquid, syrups or suspensions are an alternative to solid dosage forms and are often preferred for pediatric and geriatric patients who have problems swallowing tablets.
However, these dosage forms can be difficult to measure accurately and administer easily. Liquid formulations often deteriorate rapidly upon exposure to heat or other atmospheric conditions and consequently have a relatively short shelf life. Furthermore, liquid formulations require a relatively large volume and are bulky to store.
The bitter after-taste of many drugs which are orally administered, such as tablets, capsules or suspensions, often contributes to patient non-compliance in taking medicine. Apart from the taste of a chewable nutritional supplement, the 'mouth-feel' of the supplement must also be taken into account. 'Mouth-feel' is a concept that encompasses non-taste-related aspects of the sensation experienced by a person while chewing or swallowing a nutritional supplement. Aspects of mouth-feel include the hardness and brittleness of a composition, whether the composition is chewy, gritty, oily, creamy, watery, sticky, easily dissolved, astringent, effervescent, and the like, and the size, shape, and form (tablet, powder, gel, etc.) of the composition.
In view of the foregoing, there remains a need to develop a formulation for the oral delivery of a pharmaceutical agent that overcomes at least one of the disadvantages of prior formulations. CTT Pharma's strip technology has overcome many of these problems.
A "pharmaceutical agent" refers to any compound useful to treat or reduce the symptoms of a medical condition. Examples of pharmaceutical agents include:
antimicrobial agents, such as triclosan,
non-steroidal anti-inflammatory drugs, such as aspirin, acetaminophen and ibuprofen;
decongestants, such as pseudoephedrine hydrochloride and phenylepherine;
anti-histamines, such as brompheniramine maleate and chlorpheniramine maleate,
expectorants, such as guaifenesin, ipecac, potassium iodide, terpin; anti-diarrheals, such a loperamide;
general nonselective CNS depressants, such as barbiturates;
general nonselective CNS stimulants such as caffeine and nicotine;
Anti-parkinsonism drugs such as levodopa;
psychopharmacological drugs such as chlorpromazine and methotrimeprazine; and
hypnotics, sedatives, antiepileptics, awakening agents
Accordingly, management believes that a strip formulation may be an effective tool for treatment of pain and many diseases.
THE STRIP
Our strip is an orally administrable paper-thin polymer film used as a carrier for pharmaceutical agents. The strip rapidly dissolves to release the pharmaceutical agent as soon as it comes in contact with saliva, thus obviating the need for water during administration. This attribute makes the wafer highly attractive for pediatric and geriatric patients due to the difficulty in swallowing conventional tablets and capsules.
The strip is advantageously stable but readily dissolves on oral administration. Accordingly, the strip is suitable for the oral administration of a compound such as a pharmaceutical agent to permit rapid release and onset of activity of the compound incorporated within the strip. Our orally administered strip comprises at least one physiologically acceptable film forming agent and an aqueous solvent characterized by a dissolution rate of at least about 2 mg/s in an aqueous environment.
There are several different aspects to our orally administered agents:
At least one physiologically acceptable film forming agent, wherein said strip is formed by exposing an aqueous mixture of the film forming agent to a plurality of heating and cooling cycles.
·
A pharmaceutical agent and at least one physiologically acceptable film forming agent, wherein the pharmaceutical agent is present in a pre-defined quantity.
To incorporate a pharmaceutical agent into a wafer according to the invention, the pharmaceutical agent is dissolved in an aqueous solution and added to a gel formed by an aqueous mixture of a selected film-forming agent. The wafer-forming heating and cooling cycles are then applied to the admixture of the pharmaceutical agent.
Delivery of a pharmaceutical agent via an orally administrable strip provides a mechanism for rapid access to the activity of the pharmaceutical agent in comparison with currently available orally administrable formulations. The strip exhibits a very rapid rate of dissolution in an aqueous environment and, thus, provides expedited delivery of a pharmaceutical agent which translates into accelerated access to the activity of the pharmaceutical agent.
In addition, the present strip formulation provides a rapidly dissolving oral dosage form comprising a defined quantity or dose of pharmaceutical agent not previously attainable. While prior batch extrusion methods for making film-like products cannot be used to generate dosage forms comprising a defined quantity of pharmaceutical agent, the heating/cooling cycling method of making the present strip provides this capability.
Our strip technology is designed as an alternative delivery platform. Certain conventional delivery systems may be associated with limitations such as delayed onset of action or variable absorption. Depending on the active ingredient and formulation, our technology may offer potential delivery advantages compared to certain conventional delivery methods.
The wafer formulations can be enhanced in a number of ways to include:
Saliva stimulating agents
Plasticizing agents
Cooling agents
Stabilizing agents
Thickening agents
Artificial sweeteners
Binding agents
Colorants
A "pharmaceutical agent" refers to any compound useful to treat or reduce the symptoms of a medical condition. Examples of pharmaceutical agents include:
antimicrobial agents, such as triclosan,
non-steroidal anti-inflammatory drugs, such as aspirin, acetaminophen and ibuprofen;
decongestants, such as pseudoephedrine hydrochloride and phenylepherine;
anti-histamines, such as brompheniramine maleate and chlorpheniramine maleate;
expectorants, such as guaifenesin, ipecac, potassium iodide, terpin;
anti-diarrheals, such a loperamide;
general nonselective CNS depressants, such as barbiturates;
general nonselective CNS stimulants such as caffeine and nicotine;
Anti-parkinsonism drugs such as levodopa;
psycho-pharmacological drugs such as chlorpromazine and methotrimeprazine; and
hypnotics, sedatives, antiepileptics, awakening agents
Delivery of a pharmaceutical agent via an orally administrable wafer provides a mechanism for rapid access to the activity of the pharmaceutical agent in comparison with currently available orally administrable formulations. The wafer exhibits a very rapid rate of dissolution in an aqueous environment and, thus, provides expedited delivery of a pharmaceutical agent which translates into accelerated access to the activity of the pharmaceutical agent.
In addition, the Company’s strip formulations currently being evaluated include nicotine in defined dosage quantities. The Company has conducted limited therapeutic and commercial product testing in connection with its prior THC strip commercialization activities in Canada.
The wafer formulations can be enhanced in a number of ways to include:
Saliva stimulating agents
Plasticizing agents
Cooling agents
Stabilizing agents
Thickening agents
Artificial sweeteners
Binding agents
Colorants
Preparing Strips comprises the following steps:
1. Mixing at least one physiologically acceptable film forming agent with an aqueous solution to form a gel; and
2. Exposing the gel to cycles of heating and cooling to transform the gel mixture. The Company considers specific process parameters associated with its patented heating and cooling methodology to be proprietary. In general, the process involves exposing an aqueous gel containing film-forming agents and active ingredients to sequential heating and cooling cycles designed to produce a uniform, stable, orally dissolvable strip formulation.
An orally administrable strip may be made using one or more physiologically acceptable film forming agents. The term "physiologically acceptable" refers to film-forming agents that are acceptable for consumption and that exhibit minimal or no adverse side effects on consumption.
Secondary film forming agents may be added to the formulation to optimize wafer characteristics such as tensile strength, stability, flexibility and brittleness. The amount of secondary film forming agent will vary depending on the primary film forming agent used as well as the desired properties of the wafer.
The strip is extremely thin which contributes to its rapid dissolution and ease of administration.
Overview of Drug Delivery Industry
The drug delivery industry develops technologies for the improved administration of drugs. Drug delivery companies may seek to develop products on their own that would be patent-protected by applying proprietary technologies to off-patent pharmaceutical products. Primarily, drug delivery technologies are focused on improving safety, efficacy, ease of patient use and/or patient compliance. Pharmaceutical and biotechnology companies consider improved drug delivery as a means of gaining competitive advantage over their peers.
Pain management is a prime target for the drug delivery industry for a number of reasons. Most delivery systems are administered by injection, transdermal or traditional oral delivery systems. Many of these delivery systems address large markets for which there is an established medical need. Alternative delivery systems for pharmaceutical agents are widely used, as physicians are familiar with them and accustomed to prescribing them. However, therapeutic benefits vary significantly.
Poor patient acceptance of other delivery systems, especially injection therapies can lead to medical complications. In addition, injections can often require incremental costs associated with administration in hospitals or doctors' offices.
We believe that patient acceptance of and adherence to a dosing regimen is higher for orally delivered medications than it is for non-orally delivered medications. Our business strategy is partly based upon our belief that our strip is an efficient and safe delivery system which represents a significant commercial opportunity.
Leading Current Approaches to Drug Delivery
Transdermal (via the skin) and "Needleless" Injection
Penetration into or through the skin is neither efficient nor ineffective. Some pharmaceutical agents can be transported across the skin barrier into the bloodstream.
Nasal (via the nose)
The nasal route (through the membranes of the nasal passage) of drug administration has been limited by low and variable bioavailability for proteins and peptides. As a result, penetration enhancers often are used with nasal delivery to increase bioavailability. These enhancers may cause local irritation to the nasal tissue and may result in safety concerns with long-term use.
Pulmonary (via the lung)
Pulmonary delivery (through the membranes of the lungs) of drugs is emerging as a delivery route for large molecules. Although local delivery of respiratory drugs to the lungs is common, the systemic delivery (i.e., delivery of the drugs to the peripheral vasculature) of macromolecular drugs is less common because it requires new formulations and delivery technologies to achieve efficient, safe and reproducible dosing.
Intraoral (via the membranes in the mouth)
Intraoral delivery is also emerging as a delivery route for large molecules. Buccal delivery (through the membrane of the cheek) and sublingual delivery (through the membrane under the tongue) are forms of intraoral delivery.
Oral (via the mouth)
We believe that the oral method of administration is the most patient-friendly option, in that it offers convenience, is a familiar method of administration that enables increased compliance and, for some therapies, may be considered the most physiologically appropriate. We, and other drug delivery and pharmaceutical companies, have developed or are developing technologies for oral delivery of drugs. We believe that our Strip provides an important competitive advantage in the oral route of administration because it does not alter the chemical composition of the therapeutic macromolecules. Further, we believe that our Strip will be preferred to oral delivery systems because of the quantity or frequency of the dosage, the physical size of the capsule or tablet being swallowed or the taste. For example, in an oral liquid formulation, patient compliance was hindered by patients' distaste for the liquid being administered. In addition, patients and the marketplace will more likely respond favorably to improvements in absorption, efficacy, safety, or other attributes of our Strip.
Patents and Other Forms of Intellectual Property
Our success depends, in part, on our ability to obtain patents, maintain trade secret protection, and operate without infringing the proprietary rights of others. We seek patent protection on various aspects of our proprietary chemical and pharmaceutical delivery technologies, including the delivery agent compounds and the structures which encompass our Strip. Its method of preparation and the combination of our compounds with a pharmaceutical agent.
On January 7, 2014 the United States Patent and Trademark Office issued Patent Number 8,623,401 B2 to Panka Modi for his wafer formulation. On December 9, 2010 the Canadian Intellectual Property Office issued Patent Number 2,624,110 to Dr, Modi for his wafer formulation. Both patents were subsequently assigned to CTT Pharma. CTT was also granted European Patent 17759030.4 for an orally administrable composition and several further US Patents. With available renewals, our patents will expire between 2036-2038 for micelle patents and cover composition of matter. Many of the countries approved come from Europe as there are over 30 countries covered in the European Patent. We did a Continuation In Part(CIP) for our U.S. Patent in 2021 to further define and protect our nicotine strips. The U.S. patent office approved our CIP in April 2026.
We intend to file additional provisional patent applications when appropriate and to aggressively prosecute, enforce, and defend our patents and other proprietary technology to the extent our resources allow.
We also rely on trade secrets, know-how, and continuing innovation in an effort to develop and maintain our competitive position. Patent law relating to the patentability and scope of claims in the biotechnology and pharmaceutical fields is evolving and our patent rights are subject to this additional uncertainty.
Others may independently develop similar products or technologies or, if patents are issued to us, design around any products or processes covered by our patents. We expect to continue, when appropriate, to file product and other patent applications with respect to our inventions. However, we may not file any such applications or, if filed, the patents may not be issued. Patents issued to or licensed by us may be infringed by the products or processes of others.
Defense and enforcement of our intellectual property rights can be expensive and time consuming, even if the outcome is favorable to us. It is possible that the patents issued to or licensed to us will be successfully challenged, that a court may find that we are infringing validly issued patents of third parties, or that we may have to alter or discontinue the development of our products or pay licensing fees to take into account patent rights of third parties.
PRODUCT DEVELOPMENT AND MILESTONES
During the 2026 we estimate that general and administrative expenses including salaries, patent expenses and travel will be approximately $75,000.
We estimate our equipment, manufacturing employee and facility expenses for 2026 to be $500,000. This will include the purchase of equipment to allow is to manufacture the strip in house. Additional capital will go to product launches, including development, purchase orders and additional employees. CTT’s ELOC of $10 million will be sufficient for the company to scale up if we get substation demand from retailers/customers.
Subject to regulatory approval from the FDA and grant funding from the NIH for utilizing our dissolvable nicotine strips as a smoking cessation product, clinical trials will begin with Johns Hopkins University. Approval of the NIH grant would allow for a 3 year Phase 1 study with approximately 20-30 patients relating to the efficacy and safety of our Strips. Upon grant approval we anticipate trials to start within 90 days.
MANUFACTURING
CTT will look to manufacture our own strips and will move towards acquiring the necessary equipment and facility to develop our patented technology. We will also look to partner with other pharmaceutical companies that want to develop pharmaceutical drugs and would be willing to use their facilities to manufacture products in a joint partnership.
If we build a manufacturing facility in Tampa, FL, we estimate the cost to build and equip this facility will be approximately $500,000.
The facilities and equipment required to develop our technology:
1) Regulatory costs
2) Building security, including access control, video surveillance and motion detectors;
3) Equipment to produce the Strips and
4) Laboratory equipment to monitor and test product quality
The facility will be subject to Good Manufacturing Practices. ("GMP"). GMP is the national standard for the production of pharmaceuticals. A GMP facility is under strict environmental control to assure manufacturing of sterile, potent and uncontaminated products for human therapies.
It is not enough to build a GMP facility, it is critically important that it also operate at current Good Manufacturing Practice levels. It must have standard operating procedures (SOPs) in place to ensure proper manufacturing, record keeping and retention, environmental cleaning, and facility and equipment monitoring.
In order to produce strips in United States the previous discussed points are necessary. The annual quota allocated to us or our contract manufacturers for the active ingredient in any product may not be sufficient to meet commercial demand or complete clinical trials. Consequently, any delay or refusal by the United States in establishing our procurement and/or production quota for controlled substances could delay or stop our product launches, which could have a material adverse effect on our business, financial position and operations.
Total expenses in year two (following the initial production of the Strip) are estimated to be $1 million to $2 million.
Distribution
Once the Company gains regulatory approval for certain products the Company intends to solicit companies in multiple countries for the exclusive right to distribute the Company's patented strips. There can be no assurance that the Company will be successful in negotiating licensing agreements. Additionally, CTT will look to gain a retail presence independently of licensing agreements.
Commercialization
We believe that our patented dissolvable strips positions us as a viable commercial-stage entity, anchored by our Nicotine Strips and our Vitamin Strips. As we transition to this strategy, we remain dedicated to further realizing the full potential and commercial value of our patented technology with other products.
We recognize, however, that further development, exploration and commercialization of our technology involves substantial risk and requires significant operational expenditures. We continue to refocus our efforts on strategic development initiatives to reduce non-strategic spending aggressively, and seek to obtain the funding necessary to implement our new corporate strategy. The Company has been able to secure adequate funding to meet its current obligations and successfully pursue its strategic direction. Furthermore, despite our optimism regarding the Strip even in the event that the Company is adequately funded, there is no guarantee that any of our products or product candidates will perform as hoped or that such products can be successfully commercialized.
Competition
Our success depends in part upon maintaining a competitive position in the development of pharmaceutical agents suitable for our delivery system. We compete in an evolving field in which developments are expected to continue at a rapid pace. We compete with other drug delivery, biotechnology and pharmaceutical companies, research organizations, individual scientists and non-profit organizations engaged in the development of alternative drug delivery technologies or new drug research and testing, and with entities developing new drugs that may be orally active. Our product candidates compete against alternative therapies or alternative delivery systems for each of the medical conditions our product candidates address, independent of the means of delivery.
The pharmaceutical and biotechnology industry is characterized by intense competition, rapid product development and technological change. Most of our potential competitors are large, well established pharmaceutical, chemical or healthcare companies with considerably greater financial, marketing, sales and technical resources than are available to us. Additionally, many of our potential competitors have research and development capabilities that may allow such competitors to develop new or improved products that may compete with our Strips. Our business, financial condition and results of operation could be materially adversely affected by any one or more of such developments. We cannot assure you that we will be able to compete successfully against current or future competitors or that competition will not have a material adverse effect on our business, financial condition and results of operations.
Our Operations
We are currently in the process of locating a facility and believe there are several possible suitable locations in the Tampa area, but have not selected one. The Equity Line of Credit (ELOC) will be used to help with the acquisition of our facility and equipment.
Research and Development
CTT has partnered with Johns Hopkins University to conduct clinical trials of our patented drug delivery for nicotine strips. Johns Hopkins applied to the NIH and currently we are awaiting an answer. We don’t have a timeline for an answer. There was a MUA agreement signed by both parties but we will not discuss the terms of that agreement. This clinical trial would include utilizing our patented nicotine strip. Additionally, CTT has a team of scientists that to develop and conduct additional testing when needed. CTT gained Health Canada approval for our patented THC Strips in 2019. These strips went to market and sold out within weeks. CTT's partnership was with Aurora. CTT received $1,000,000 from Aurora for this partnership in exchange for approximately 8% of CTT. Those funds were used towards development, operations, and adding multiple patents of our technology in the United States, Europe and several additional countries. The partnership was meant to create CBD and THC strips for medical patients in Canada. There was an agreement in place going back to 2018. The partnership dissolved and is not relevant to this S1, as the partnership ended over 6 years ago. Additionally, CTT is in preliminary discussions with additional possible joint venture partners to help us meet our regulatory needs.
Employees
The CEO is a fulltime employee and there are 2 directors and 3 scientists on the team as independent contractors. We anticipate adding additional employees and consultants when adequate funds are available, and will continue using independent contractors, consultants, attorneys and accountants as necessary, to complement services rendered by our employees.
Good Production Practices
Licensed producers are subject to Good Production Practices that are meant, among other things, to ensure the cleanliness of the premises and equipment. The licensed producer is required to employ a quality assurance person with appropriate training, experience, and technical knowledge to approve the quality of dried marihuana prior to making it available for sale .
Product Quality
One of the requirements under Good Production Practices is that licensed producers must test dried marihuana for microbial and chemical contaminants.
Packaging, Labeling and Shipping- Consumer Information
Nicotine Strips may require a child proof container and will contain standard information about the product (including but not limited to, the weight in grams and the packaging date).
There are no restrictions to use our technology for dissolvable vitamin strips in the United States. Funds from the ELOC will be used to purchase the necessary equipment and use of a facility. CTT will work to gain a retail presence in the United States and will update shareholders at a later point to indicate products as they become available. This is being done at the moment due to the sensitive nature of potential competitors. Our patented Nicotine Strips will be produced to due necessary testing of our technology in order to bring to market. There are several paths to market in the United States and CTT is in the process of gathering a team to help with the regulatory process.
Facilities conducting research, manufacturing, distributing, importing or exporting, or dispensing of nicotine must be registered (licensed) to perform these activities and have the security, control, recordkeeping, reporting and inventory mechanisms required to prevent drug loss and diversion. Obtaining the necessary registrations may result in delay of the importation, manufacturing or distribution of any products.
VETERINARIAN MEDICINE
Management believes that our orally dissolving strips could be an excellent fast dissolving drug delivery system which can be used by veterinarians to treat dogs, cats and other animals who would ordinarily be given a pill or injection.
The strips might be much easier to administer than traditional delivery systems such as pills or injections. The wafers will dissolve on contact with saliva and will be flavored with chicken, meat or fish.
Properties
We do not currently occupy any real property. Our mail and other deliveries are received at a box in a UPS Store.
Legal Proceedings
We are not currently party to any legal proceedings.
SUMMARY FINANCIAL INFORMATION, MANAGEMENT’S DISCUSSION OF RESULTS OF OPERATIONS AND PLAN OF OPERATIONS
Balance Sheet Data
| As at March 31, | As at December 31, | |||||||||||||||
| 2025 | 2026 | 2024 | 2025 | |||||||||||||
| Total Assets | $ | 76,195 | $ | 86,168 | $ | 73,042 | $ | 86,168 | ||||||||
| Current Liabilities | 11,200 | 7,300 | $ | 40,859 | $ | 31,018 | ||||||||||
| Long Term Liabilities | — | — | $ | — | $ | — | ||||||||||
| Stockholder’s Equity | 55,150 | 41,277 | $ | 32,183 | $ | 55,150 | ||||||||||
| Accumulated Deficit | $ | (7,555,463 | ) | $ | (7,636,137 | ) | $ | (7,395,556 | ) | $ | (7,551,461 | ) | ||||
Statement of Income Data
| Quarter ended March 31, | Year ended December 31, | |||||||||||||||
| 2025 | 2026 | 2024 | 2025 | |||||||||||||
| Consulting Fees | $ | $ | $ | 180,928 | $ | 110,171 | ||||||||||
| General and Administrative Expense | $ | 62,903 | $ | 2,191 | ||||||||||||
| Filing and Legal Cost | $ | 0 | $ | 27,133 | ||||||||||||
| Net Loss | $ | (250,229 | ) | $ | (155,907 | ) | ||||||||||
Management’s Discussion
Our principal asset is the remaining book value of our patents which we do not believe reflects their potential value after development. Our Net Loss decreased from ($250,229) to ($155,907) from 2024 to 2025, a decrease of $94,322. The principal drivers of this change were the decrease in consulting fees from $180,928 in 2024 to $110,171 in 2025 or a decrease of $70,757 and a decrease of general and administrative costs from $62,903in 2024 to $2,191 in 2025.or a decrease of $60,772. The principal reason for the decrease was that shares that might have been issued to consultants in 2023 were issued in 2024 due to certain administrative needs. This decrease was partially offset by filing and legal costs incurred in 2025 largely in anticipation of this registration statement. As is clear from the foregoing, we have had minimal operations during the above periods and the specific components of our results have and are likely to fluctuate greatly until we establish manufacturing operations. We do not believe they provide any meaningful insight as to operations we will conduct in the future. Note, for the 2024 filing amortization cost of $6398 was combined into general and administrative costs.
Going Concern
Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the fiscal year ended December 31, 2025, that states that our ongoing losses and lack of resources cause reasonable doubt about our ability to continue as a going concern.
Critical Accounting Policies
A summary of our significant accounting policies is included in Note 1 of the “Notes to the Consolidated Financial Statements,” contained elsewhere in this prospectus. Management believes that the consistent application of these policies enables us to provide users of the financial statements with useful and reliable information about our operating results and financial condition. The summary condensed financial statements are prepared in accordance with accounting principles generally accepted in the U.S., which require us to make estimates and assumptions.
Disclosure of controls and procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be in this prospectus, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
As required by the SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer who is also our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive and financial officer concluded that our disclosure controls and procedures were not effective at a reasonable assurance level due to the material weaknesses described below.
In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Management has identified the following two material weaknesses which have caused management to conclude that as of December 31, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level:
1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act, which is applicable to us for the year ended December 31, 2025. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the authorization of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. The recording of transactions function is maintained by a third-party consulting firm whereas authorization and custody remain under the Company’s Chief Executive Officer’s responsibility. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.
Changes in internal controls over financial reporting.
There has been no change in our internal control over financial reporting that occurred during the periods set forth in this prospectus. As our resources allow, we will engage additional personnel to address these deficiencies.
Plan of Operations.
During calendar 2026 we intend to use approximately $500,000 obtained through the ELOC, other investment or commercial financing (none of which can be assured) to establish a manufacturing facility. If we are unsuccessful in those efforts, our operations will continue in a manner similar to our current operations.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this prospectus, information regarding beneficial ownership of our capital stock by:
| • | each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock; | |
| • | each of our Named Executive Officers; | |
| • | each of our directors; and | |
| • | all of our executive officers and directors as a group. |
| No of Shares of | No. of | Percent of | ||||
| Name and Address | Common Stock (1) |
Options (1) |
Class (1) (3) | |||
| Pankaj Modi | 16,136,948 | — | 27.5% | |||
| 519 Golf Links Road | ||||||
| Ancaster, Ontario L9G 4X9 | ||||||
| Ryan Khouri | 7,845,396 | — | 13.3% | |||
| 1646 W. Snow Ave Suite 138 | ||||||
| Tampa, Fl. 33606 | ||||||
| Katharine Cole | 3,734,003 | — | 5.9% | |||
| 1646 W. Snow Ave Suite 138 | ||||||
| Tampa, FL 33606 | ||||||
| Allen Greenspoon | 2,333,334 | - | 3.9% | |||
| M1-414 Victoria Ave. N. | ||||||
| Hamilton, ON L8L 5G8 | ||||||
| All officers and directors and key consultants as a Group (4 persons) | 30,049,681 | 51.1% |
_____________
(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares
(2) Based on 58,662,232 issued and outstanding shares of common stock as at the date of this prospectus.
DESCRIPTION OF SECURITIES
The following descriptions of our Common Stock, Warrants and certain provisions of our Certificate of Incorporation, as amended, our Bylaws and Delaware law are summaries. You should also refer to our Charter and our Bylaws, which are filed as exhibits to the registration statement of which this prospectus is part.
Authorized Capital Stock
Our authorized capital stock consists of 150,000,000 shares of Common Stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share, to be issued in series as designated by the board of directors. We do not currently have any preferred shares issued or designated.
Common Stock
Our Common Stock is traded on OTCQB under the symbol “CTTH.” The transfer agent for our Common Stock is VStock Transfer, LLC, located at 18 Lafayette Place Woodmere, New York 11598.
Voting, Dividend and Other Rights. Each outstanding share of Common Stock entitles the holder to one vote on all matters presented to the shareholders for a vote. Holders of shares of Common Stock have no cumulative voting, preemptive, subscription or conversion rights. All shares of Common Stock to be issued pursuant to this registration statement will be duly authorized, fully paid and non-assessable. Our Board of Directors determines if and when distributions may be paid out of legally available funds to the holders. To date, we have not declared any dividends with respect to our Common Stock. Our declaration of any cash dividends in the future will depend on our Board of Directors’ determination as to whether, in light of our earnings, financial position, cash requirements and other relevant factors existing at the time, it appears advisable to do so. We do not anticipate paying cash dividends on the Common Stock in the foreseeable future.
Rights Upon Liquidation. Upon liquidation, subject to the right of any holders of the preferred stock to receive preferential distributions, each outstanding share of Common Stock may participate pro rata in the assets remaining after payment of, or adequate provision for, all our known debts and liabilities.
Majority Voting. The holders of one-half (50.00%) of the voting power of the shares issued and outstanding and entitled to vote at a meeting of stockholders constitute a quorum at any meeting of the shareholders. A plurality of the votes cast at a meeting of shareholders elects our directors. The Common Stock does not have cumulative voting rights. Therefore, the holders of a majority of the outstanding shares of Common Stock can elect all of our directors. In general, a majority of the votes cast at a meeting of shareholders must authorize shareholder actions other than the election of directors. Most amendments to our certificate of incorporation require the vote of the holders of a majority of all outstanding voting shares.
Preferred Stock
Authority of Board of Directors to Create Series and Fix Rights. Under our certificate of incorporation, as amended, our Board of Directors can issue up to 10,000,000 shares of preferred stock from time to time in one or more series. The Board of Directors is authorized to fix by resolution as to any series the designation and number of shares of the series, the voting rights, the dividend rights, the redemption price, the amount payable upon liquidation or dissolution, the conversion rights, and any other designations, preferences or special rights or restrictions as may be permitted by law. Unless the nature of a particular transaction and the rules of law applicable thereto require such approval, our Board of Directors has the authority to issue these shares of preferred stock without shareholder approval. There are currently no shares of preferred stock designated by our board of directors.
Anti-Takeover Effects of Certain Provisions of Our Articles of Incorporation, as Amended, and Our Bylaws
Our certificate of incorporation and our Bylaws contain certain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions and certain provisions of Delaware law, which are summarized below, may discourage coercive takeover practices and inadequate takeover bids. These provisions also may encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.
Undesignated Preferred Stock. As discussed above, our Board of Directors has the ability to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in our control or management.
Delaware Anti-Takeover Statute. We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:
| • | Prior to the date of the transaction, the Board of Directors of the corporation approved either the business combination or the transaction that resulted in the stockholder’s becoming an interested stockholder; |
| • | Upon completion of the transaction that resulted in the stockholder’s becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
| • | At or subsequent to the date of the transaction, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock that is not owned by the interested stockholder. |
Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our Board of Directors does not approve in advance. We also anticipate that Section 203 may discourage attempts that might result in a premium over the market price for the shares of Common Stock held by stockholders.
The provisions of Delaware law and the provisions of our certificate of incorporation and Bylaws, as amended, could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our Common Stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.
SELLING STOCKHOLDER
This prospectus relates to the offer and sale by the Selling Stockholder of up to 6,250,000 shares of Common Stock that have been and may be issued by us to the Selling Stockholder under the ELOC. For additional information regarding the shares of Common Stock included in this prospectus, see the section titled “Committed Equity Financing” above. We are registering the shares of Common Stock included in this prospectus pursuant to the provisions of the Registration Rights Agreement we entered into with the Selling Stockholder in September 2025 in order to permit the Selling Stockholder to offer the shares for resale from time to time. Except for the transactions contemplated by the ELOC and the Registration Rights Agreement, the Selling Stockholder has not had any material relationship with us within the past three years. As used in this prospectus, the term “Selling Stockholder” means RH2, LP.
The table below presents information regarding the Selling Stockholder and the shares of Common Stock that may be resold by the Selling Stockholder from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Stockholder, and reflects holdings as of December 30, 2025. The number of shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of Common Stock being offered for resale by the Selling Stockholder under this prospectus. The Selling Stockholder may sell some, all or none of the shares being offered for resale in this offering. We do not know how long the Selling Stockholder will hold the shares before selling them, and we know of no existing arrangements between the Selling Stockholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our Common Stock offered by this prospectus.
Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of Common Stock with respect to which the Selling Stockholder has voting power, including the power to vote or to direct the voting of such shares, and/or investment power, including the power to dispose or to direct the disposition of such shares. The percentage of shares of Common Stock beneficially owned by the Selling Stockholder prior to the offering shown in the table below is based on an aggregate 58,712,232 shares of our Common Stock outstanding on December 30, 2025.
Because the purchase price per share to be paid by the Selling Stockholder for the shares of Common Stock that we may, in our discretion, elect to sell to the Selling Stockholder from time to time after the date of this prospectus in Purchases pursuant to the ELOC, if any, will fluctuate based on the market prices of our Common Stock at the times we elect to sell such shares to the Selling Stockholder in Purchases under the ELOC, it is not possible for us to predict, as of the date of this prospectus and prior to any such Purchases under the ELOC, the actual number of shares of Common Stock that we will sell to the Selling Stockholder under the ELOC, which may be fewer than the number of shares of Common Stock being offered for resale by the Selling Stockholder under this prospectus. The fourth column assumes the resale by the Selling Stockholder of all of the shares of Common Stock being offered pursuant to this prospectus.
| Name of Selling Stockholder | Number of Shares of Common Stock Owned Prior to Offering |
Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus |
Number of Shares of Common Stock Owned After Offering | |||||||
| Number(1) | Percent(2) | Number(3) | Percent(2) | |||||||
| RH2, LP(4) | 0 | 0% | 6,250,000 | 0 | 0%* | |||||
| ____________ |
| * | Represents beneficial ownership of less than 1% of the outstanding shares of our Common Stock. |
| (1) | In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that the Selling Stockholder may be required to purchase from us at our election from time to time after the date of this prospectus pursuant to Purchases under the ELOC, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the ELOC, the satisfaction of which are entirely outside of the Selling Stockholder’s control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the Purchases of Common Stock are subject to certain agreed upon maximum amount limitations set forth in the ELOC.. |
| (2) | Applicable percentage ownership is based on 58,712,232 shares of our Common Stock outstanding as of December 30, 2025. |
| (3) | Assumes the sale of all shares being offered pursuant to this prospectus. |
| (4) | The business address of RH2 LP is 8 The Green, #15337, Dover, DE 19901. RH2’ principal business is that of a private investor. Richard Hawkins and Robert Hymers are the managing principals of RH2. Therefore, each of Richard Hawkins and Robert Hymers may be deemed to have sole voting control and investment discretion over securities beneficially owned directly by RH2 and, indirectly, by RH2. We have been advised that RH2 is not a member of the Financial Industry Regulatory Authority, or FINRA, or an independent broker-dealer. The foregoing should not be construed in and of itself as an admission by Fernane and Hymers as to beneficial ownership of the securities beneficially owned directly by RH2 and, indirectly, by RH2. |
PLAN OF DISTRIBUTION
The shares of Common Stock offered by this prospectus are being offered by the Selling Stockholder, RH2, LP. The shares may be sold or distributed from time to time by the Selling Stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the shares of our Common Stock offered by this prospectus could be effected in one or more of the following methods:
| • | ordinary brokers’ transactions; |
| • | transactions involving cross or block trades; |
| • | through brokers, dealers, or underwriters who may act solely as agents; |
| • | “at the market” into an existing market for our Common Stock; |
| • | in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; |
| • | in privately negotiated transactions; or |
| • | any combination of the foregoing. |
In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.
RH2 is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.
RH2 has informed us that it intends to use one or more registered broker-dealers to effectuate all sales, if any, of our Common Stock that it has acquired and may in the future acquire from us pursuant to the ELOC. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. RH2 has informed us that each such broker-dealer will receive commissions from RH2 that will not exceed customary brokerage commissions.
Brokers, dealers, underwriters or agents participating in the distribution of the shares of our Common Stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the Selling Stockholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of shares of our Common Stock sold by the Selling Stockholder may be less than or in excess of customary commissions. Neither we nor the Selling Stockholder can presently estimate the amount of compensation that any agent will receive from any purchasers of shares of our Common Stock sold by the Selling Stockholder.
We know of no existing arrangements between the Selling Stockholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our Common Stock offered by this prospectus.
We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the Selling Stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares by the Selling Stockholder, any compensation paid by the Selling Stockholder to any such brokers, dealers, underwriters or agents, and any other required information.
We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our Common Stock covered by this prospectus by the Selling Stockholder. As consideration for its irrevocable commitment to purchase our Common Stock under the ELOC
We also have agreed to indemnify RH2 and certain other persons against certain liabilities in connection with the offering of shares of our Common Stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. RH2 has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by RH2 specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.
We estimate that the total expenses for the offering will be approximately $10,000.
RH2 has represented to us that at no time prior to the date of the ELOC has RH2 or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our Common Stock or any hedging transaction, which establishes a net short position with respect to our Common Stock. RH2 has agreed that during the term of the ELOC, neither RH2, nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.
We have advised the Selling Stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the Selling Stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus. Regulation M prohibits such actions while the equity line agreement is in effect.
This offering will terminate on the date that all shares of our Common Stock offered by this prospectus have been sold by the Selling Stockholder.
Our Common Stock is currently listed on the OTCQB under the symbol “CTTH”.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our executive officers and directors and key personnel are as follows:
| Name | Age | Position(s) and Office(s) | ||
| Dr. Pankaj Modi | 70 | Founder (and a consultant) | ||
| Dr. Allen Greenspoon | 70 | DIRECTOR | ||
| Dr. Katherine Cole | 71 | DIRECTOR | ||
| Ryan Khouri | 46 | CHIEF EXECUTIVE OFFICER |
Katharine Cole, Ph.D., Independent Board Member: Dr. Cole is a scientist, an educator and a university faculty administrator. She received her Ph.D.in Pathology from the University of Maryland School of Medicine and completed a post-doctoral fellowship at the National Cancer Institute of the NIH in cancer research. She has several patents for a replicative human liver cell line and for serum free cell medium and has received private, institutional and federal grant funding. Her background as a scientist as well as a faculty member and most recently a dean and vice provost, provide her with a distinctive scientific, administrative and research design perspective and positioned her well to not only understand the science behind this technology, but also understand the impact, from a human pathological perspective, of tobacco use and nicotine products. Dr. Cole recently wrote a peer reviewed paper with Dr. Modi about the advantages of micelle delivery and is working on additional publications. Dr. Cole has spent the last 1.5 years at CTT and has a keen understanding of the benefits of our technology. Additionally, she spent over 3.5 years as a dean at the University of Maryland. Dr. Cole has worked with other startups and has many years of management experience at a high level.
Pankaj Modi, M.D., Ph.D. Founder & Consultant: Dr. Pankaj Modi is an entrepreneurial clinician and research scientist and has developed novel delivery systems for the past few decades. His patented inventions range from spray formulae for the treatment of diabetes which he licensed to Eli Lilly, the topical delivery of botulinum toxins and other molecules that he licensed to Johnson and Johnson. Dr. Modi has over 300 granted patents and has licensed his technology to several pharmaceutical companies. He holds more than 25 US and Canadian patents and more than 280plus world patents on stabilized compositions, photosensitizer compounds, a topical anesthetic formulation, pharmaceutical compositions, devices and methods, and drug and vaccine delivery systems. Dr. Modi has obtained FDA approval for 13 drugs successfully over the past five years and currently has seven applications in process. Dr. Pankaj Modi received his M.D. in internal medicine (diabetology) from the Instituto de Endocrinologia Metabolismo y Reproduction, SA/University of Florida, and completed a post-doctoral fellowship in neuroscience at McMaster University in Hamilton, Canada. He earned a Ph.D. in Chemistry, biochemistry, and biomedical sciences from the University of Toronto. Dr. Modi stepped down from a management role at CTT over 4 years ago. He has been a serial entrepreneur for over 20 years. He will assist CTT in the manufacturing/development of our patented technology.
Ryan Khouri, CEO: Ryan Khouri has many years of CEO experience in public and private companies. He has been CEO of CTT Pharma for over 3 years and has helped bring awareness to investors and companies about the need for change. Mr. Khouri spoke in front of the FDA and NIH in 2024 to discuss the need for our patented technology a smoking alternative. Ryan Khouri has been personally affected by tobacco use as several family members have passed due to chronic diseases that are associated from smoking. These events have given Mr. Khouri a different lens in viewing our to help the tobacco industry. Ryan started as an investor in CTT Pharma and believes that CTT’s patented technology can penetrate many industries besides the tobacco industry including pharmaceutical drugs, vitamins, caffeine and many other products. Mr. Khouri has spent the past 5 years working for CTT with a cash salary.
Dr. Allen Greenspoon, Board Member, has been a practicing doctor for 45 years, an assistant professor at McMaster University and has worked with Dr. Modi in research for over 15 years on medical delivery systems. He is our only board member and has been with our company since inception. He was one of the founding members of the HCHC Family Health Organization in Hamilton, Ontario. His interests include Occupational Medicine and chronic disease management. Dr. Greenspoon has been a CTT board member for over 5 years. Dr. Greenspoon has been with CTT since inception and helped negotiate the deal with Aurora.
CORPORATE GOVERNANCE
Director Independence
The Board of Directors utilizes OTCQB’s standards for determining the independence of its members. In applying these standards, the Board considers commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others, in assessing the independence of directors, and must disclose any basis for determining that a relationship is not material. The Board has determined that Dr. Katherine Cole is an independent director. We are seeking to elect a second independent director to comply with OTCQB standards. In making these independence determinations, the Board did not exclude from consideration as immaterial any relationship potentially compromising the independence of the above director.
Committees of the Board of Directors
The Board of Directors does not currently maintain any committees.
Family Relationships
There are no familial relationships between any of our executive officers and directors.
Director or Officer Involvement in Certain Legal Proceedings
Our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.
Code of Ethics
We have adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. For purposes of this Item, the term code of ethics means written standards that are reasonably designed to deter wrongdoing and to promote: honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Commission and in other public communications made by us; compliance with applicable governmental laws, rules and regulations; the prompt internal reporting of violations of the code to the board of directors or another appropriate person or persons; and accountability for adherence to the code. We undertake to provide by mail to any person without charge, upon request, a copy of such code of ethics if we receive the request in writing by mail to the Company's executive offices located at: 1646 W. Snow Ave Suite 138 , Tampa, FL 33606.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information regarding compensation earned during the years ended December 31, 2024 and the year ended December 31, 2023 by our principal executive officer and our other most highly compensated executive officers, or the named executive officers, as of the end of the year ended December 31, 2024.
Executive Officer Compensation Table
| Stock | Option | |||||||||||||||||||
| Name and Position | Year | Salary ($) | Awards ($) | Awards ($) | Total ($) | |||||||||||||||
| Ryan Khouri | 2025 | $ | 60,000 | — | — | |||||||||||||||
| CEO/Director | 2024 | — | — | — | — | |||||||||||||||
| 2025 | — | — | 60,000 | |||||||||||||||||
| Pres/Sec/Director | 2024 | — | — | — | — | |||||||||||||||
(1) Management fee payable.
(2) Options are exercisable at $.10 per share (pre-split).
There was no director compensation paid in 2023 or 2024.
We do not have any employment agreements
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Approval for Related Party Transactions
It is our practice and policy to comply with all applicable laws, rules and regulations regarding related-person transactions. Our Code of Ethics and Business Conduct requires that all employees, including officers and directors, disclose to the Chief Executive Officer the nature of any company business that is conducted with any related party of such employee, officer or director (including any immediate family member of such employee, officer or director, and any entity owned or controlled by such persons). If the transaction involves an officer or director of our company, the Chief Executive Officer must bring the transaction to the attention of the Audit Committee, which must review and approve the transaction in advance. In considering such transactions, the Audit Committee takes into account the relevant available facts and circumstances.
Related Party Transactions
We have not engaged in any related party transactions in the last three years. (Have any fees been paid in cash or in shares?)
LEGAL MATTERS
The validity of the securities offered in this prospectus will be passed upon for us by Frank J Hariton, Esq.. Mr. Hariton owns 50,000 shares of our common stock
EXPERTS
Holt & Patterson, LLC, an independent registered public accounting firm, has audited our financial statements at and for the years ended December 31, 2025 and December 31, 2024 as set forth in its report included in this registration statement of which this prospectus is a part. Such reports are given on their authority as experts in accounting and auditing. We paid such firm $ 7,500 in 2025 and $ 7,500 in 2024, all of which were for audit services.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities being offered by this prospectus. This prospectus does not contain all of the information in the registration statement of which this prospectus is a part and the exhibits to such registration statement. For further information with respect to us and the securities offered by this prospectus, we refer you to the registration statement of which this prospectus is a part and the exhibits to such registration statement. Statements contained in this prospectus as to the contents of any contract or any other document are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement of which this prospectus is a part. Each of these statements is qualified in all respects by this reference.
The registration statement of which this prospectus is a part is available at the SEC’s website at http://www.sec.gov. You may also request a copy of this filings, at no cost, by writing us at 1646 W. Snow Ave Suite 138, Tampa, FL 33606 or telephoning us at (813) 606-0060.
Upon the effectiveness of the Registration Statement of which this prospectus forms a part we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information are available at the SEC’s website referred to above. We also maintain a website at http://www.cttpharmaceuticals.com. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.
CTT PHARMACEUTICAL HOLDINGS, INC.
FINANCIAL STATEMENTS
CONTENTS
| Page | |
| FINANCIAL STATEMENTS | |
| Independent Auditor’s Report | F-1 |
| Balance Sheets as of December 31, 2025 and 2024 | F-2 |
| Income Statements for the Years Ended December 31, 2025 and 2024 | F-3 |
| Statements of Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 | F-4 |
| Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | F-5 |
| Notes to Financial Statements for the Years Ended December 31, 2025 and 2024 | F-6 |
HOLT & PATTERSON, LLC
CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Management and Stockholders
of CTT Pharmaceutical Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of CTT Pharmaceutical Holdings, Inc. (the “Company”) as of December 31, 2025 and 2024, and the related income statements, statements of stockholders’ equity, and statements of cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company, as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engagement to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to Management and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involve our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Holt & Patterson, LLC
Holt & Patterson, LLC
Chesterfield, MO
We have served as the Company’s auditor since 2025.
March 31, 2026
F-1
| CTT PHARMACEUTICAL HOLDINGS, INC. |
| Balance Sheets |
| As of December 31, 2025 and December 31, 2024 |
| December 31 | December 31 | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | 15,359 | $ | 114 | ||||
| Total current assets | 15,359 | 114 | ||||||
| Non-current assets | ||||||||
| Intangible assets, net | 70,809 | 72,928 | ||||||
| Total non-current assets | 70,809 | 72,928 | ||||||
| Total Assets | $ | 86,168 | $ | 73,042 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities | ||||||||
| Related-party payables | $ | 7,300 | $ | 23,926 | ||||
| Related-party note payable | 18,814 | 16,933 | ||||||
| Miscellaneous payable | 4,904 | |||||||
| Total current liabilities | 31,018 | 40,859 | ||||||
| Stockholders' equity | ||||||||
| Preferred stock, $0.0001 par value; 10,000,000 authorized; | ||||||||
| none issued and outstanding as of December 31, 2025 and December 31, 2024 | ||||||||
| Common stock, $0.0001 par value; 300,000,000 shares authorized; | ||||||||
| 58,837,232 and 54,069,337 issued and outstanding as of December 31, 2025 and December 31, 2024 | 5,884 | 5,407 | ||||||
| Additional paid-in-capital | 7,600,729 | 7,422,332 | ||||||
| Accumulated deficit | (7,551,463 | ) | (7,395,556 | ) | ||||
| Total stockholders' equity | 55,150 | 32,183 | ||||||
| Total liabilities and stockholders' equity | $ | 86,168 | $ | 73,042 | ||||
See accompanying notes, which are an integral part of these financial statements.
F-2
| CTT PHARMACEUTICAL HOLDINGS, INC. |
| Income Statements |
| For the years ending December 31, 2025 and December 31, 2024 |
| December 31 | December 31 | |||||||
| 2025 | 2024 | |||||||
| Operating expenses | ||||||||
| Consulting fees | $ | 110,171 | $ | 180,928 | ||||
| General and administrative costs | 2,191 | 62,903 | ||||||
| Filing and legal costs | 27,133 | — | ||||||
| Interest expense | 1,881 | |||||||
| Bank charges | 123 | |||||||
| Travel | 559 | — | ||||||
| Meals | 264 | — | ||||||
| Marketing and promotions | 7,153 | — | ||||||
| Amortization expense | 6,432 | 6,398 | ||||||
| Total operating expenses | 155,907 | 250,229 | ||||||
| Net (loss) | $ | (155,907 | ) | $ | (250,229 | ) | ||
| Basic and diluted loss per share | $ | (0 | ) | $ | (0 | ) | ||
| Weighted average shares outstanding | ||||||||
| Basic and diluted | 57,571,123 | 52,376,007 | ||||||
See accompanying notes, which are an integral part of these financial statements.
F-3
| CTT PHARMACEUTICAL HOLDINGS, INC. |
| Statements of Stockholders' Equity |
| For the years ending December 31, 2025 and December 31, 2024. |
| Additional | ||||||||||||||||||||||||
| Common | Paid-in | Treasury | Accumulated | Total | ||||||||||||||||||||
| Shares | Par Value | Capital | Stock | Deficit | Equity | |||||||||||||||||||
| Balances, January 1, 2025 | 54,069,337 | $ | 5,407 | $ | 7,422,332 | $ | — | $ | (7,395,556 | ) | $ | 32,183 | ||||||||||||
| Net loss | — | — | — | — | (155,907 | ) | (155,907 | ) | ||||||||||||||||
| Common shares issued for services | 2,235,000 | 224 | 83,625 | — | — | 83,849 | ||||||||||||||||||
| Common shares issued for cash | 2,532,895 | 253 | 94,772 | — | — | 95,025 | ||||||||||||||||||
| Balances, December 31, 2025 | 58,837,232 | $ | 5,884 | $ | 7,600,729 | $ | — | $ | (7,551,463 | ) | $ | 55,150 | ||||||||||||
| Balances, January 1, 2024 | 51,392,381 | $ | 5,139 | $ | 7,269,547 | $ | (71,400 | ) | $ | (7,143,251 | ) | $ | 60,035 | |||||||||||
| Net loss | — | — | — | — | (250,229 | ) | (250,229 | ) | ||||||||||||||||
| Common shares issued for services | 5,840,000 | 584 | 152,785 | — | — | 153,369 | ||||||||||||||||||
| Common shares issued for cash | — | — | — | — | — | — | ||||||||||||||||||
| Common shares canceled | (3,163,044 | ) | (316 | ) | — | 71,400 | (2,076 | ) | 69,008 | |||||||||||||||
| Balances, December 31, 2024 | 54,069,337 | $ | 5,407 | $ | 7,422,332 | $ | — | $ | (7,395,556 | ) | $ | 32,183 | ||||||||||||
See accompanying notes, which are an integral part of these financial statements.
F-4
| CTT PHARMACEUTICAL HOLDINGS, INC. |
| Statements of Cash Flow |
| For the years ending December 31, 2025 and December 31, 2024 |
| December 31 | December 31 | |||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net (loss) | $ | (155,907 | ) | $ | (250,229 | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities | ||||||||
| Non-cash consulting fees | 83,849 | |||||||
| Amortization expense | 6,432 | 6,398 | ||||||
| Changes in accounts payable and accrued expenses | (9,841 | ) | 15,511 | |||||
| Net cash provided (used) by operating activities | (75,467 | ) | (228,320 | ) | ||||
| Cash flows from investing activities | ||||||||
| Patent costs | (4,313 | ) | — | |||||
| Net cash provided (used) by investing activities | (4,313 | ) | — | |||||
| Cash flows from financing activities | ||||||||
| Issuance of common shares | 95,025 | 222,380 | ||||||
| Loan repayment | — | (10,879 | ) | |||||
| Loan acquisition | — | 16,933 | ||||||
| Net cash provided (used) by financing activities | 95,025 | 228,434 | ||||||
| Net change in cash | 15,245 | 114 | ||||||
| Cash at beginning of period | 114 | — | ||||||
| Cash at end of period | $ | 15,359 | $ | 114 | ||||
See accompanying notes, which are an integral part of these financial statements.
F-5
CTT
PHARMACEUTICAL HOLDINGS, INC.
DECEMBER 31, 2025 AND DECEMBER 31, 2024
NOTE 1 - NATURE OF OPERATIONS
CTT Pharmaceutical Holdings, Inc. (the "Company") is a Delaware C-Corporation formed in 1996. The Company specializes in drug delivery systems technology within the pharmaceutical industry. The Company is focused on fast dissolving drug delivery systems through the development of advanced oral methods.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
The financial statements of the Company have been prepared on the accrual basis of accounting, which conforms to accounting principles generally accepted in the United States of America (U.S. GAAP).
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Financial instruments
The Company's balance sheets may include the following financial instruments: cash, related-party payables, and related party note payables. The carrying amount of current assets and current liabilities approximate their fair value due to the relatively short period of time between the origination of these instruments and their expected realization.
Revenue recognition
As of December 31, 2025 and December 31, 2024, the Company had no revenue-producing activities. The Company recognizes revenue as it satisfies contractual performance obligations by transferring promised goods or services to its customers. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service.
Earnings per share
Basic earnings per share are computed using the weighted average number of common shares outstanding at December 31, 2025 and December 31, 2024, respectively. Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the historical and projected future losses of the Company, all potentially dilutive common stock equivalents are considered anti-dilutive.
F-6
CTT
PHARMACEUTICAL HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND DECEMBER 31, 2024
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Concentrations of credit risk
The Company maintains cash in bank accounts at high credit quality United States financial institutions. At various times during the year ended December 31, 2025 and the year ended December 31, 2024, the Company may have had cash on deposit with financial institutions in excess of federal depository insurance limits. The Company has not experienced and does not anticipate any credit losses on these deposits.
Subsequent events
The Company has evaluated subsequent events occurring though March 31, 2026, which is the date the financial statements were issued.
Cash and cash equivalents
For purposes of reporting cash flows, the Company considers all liquid instruments purchased with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of December 31, 2025 and December 31, 2024.
Related-party payables
Related-party payables consist of funds advanced from a related party to the Company on terms equivalent to those that prevail in arm's length transactions. During the year ending December 31, 2025, the company repaid funds which were advanced by Ryan Khouri, as working capital and as part of a management contract, on an as-needed basis. The ending payable to Ryan Khouri at December 31, 2025 was $14,108.
Related-party note payable
Related-party notes consist of uncollateralized obligations of funds advanced to the Company by a related party on terms equivalent to those that prevail in arm's length transactions. There were no such advances during 2024 or 2025. The advances are planned to be repaid through the issuance of common restricted shares and are not formalized nor interest bearing.
Share-based compensation
The Company, from time to time, may issue stock options, warrants and restricted stock as compensation to employees, directors, officers and affiliates, as well as to acquire goods or services from third parties. ln all cases, the Company calculates share-based compensation using the Black-Scholes option pricing model and expenses awards based on fair value at the grant date, which in the case of third-party suppliers is the shorter of the period over which services are to be received or the vesting period, and for employees, directors, officers and affiliates is typically the vesting period. Share-based compensation is included in consulting fees on the income statements.
F-7
CTT
PHARMACEUTICAL HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND DECEMBER 31, 2024
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Advertising
Advertising costs are expensed as incurred and are included in operating expenses on the income statements.
Income taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred tax assets, if any, include tax loss and credit carryforwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Intangible assets
The Company's intangible assets consist of trademarks and patents held across multiple countries. The patents are amortized over their useful lives, typically up to 20 years, which is the standard patent expiration period. The trademarks are amortized over their useful lives, typically up to 15 years. Costs associated with patents that have not yet received a grant number are typically recorded as deferred patent costs, and upon receipt of a grant number, are amortized.
NOTE 3 - GOING CONCERN
Historically, the Company has experienced, and the Company continues to experience, net losses from operations, negative cash flow from operating activities, and working capital deficits. These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date of issuance of the audited financial statements. The Company has not yet begun principal operations, and therefore, net losses are expected. The financial statements do not reflect any adjustments that might result if the Company was unable to continue as a going concern. The Company anticipates that operating losses will continue in the near term as management continues efforts to acquire income producing assets.
NOTE 4 – COMPARATIVE FINANCIAL STATEMENTS
The financial statements include certain prior-year summarized comparative information. Such information does not include all of the information required for financial statements presented in conformity with accounting principles generally accepted in the United States of America. Accordingly, such information should be read in conjunction with the Company’s financial statements for the year ended December 31, 2024, from which the summarized information was derived.
NOTE 5 - STOCKHOLDERS' EQUITY
The Company is authorized to issue 10,000,000 shares of preferred stock. At December 31, 2025 and December 31, 2024, no shares of preferred stock were issued or outstanding. The Company is authorized to issue 300,000,000 shares of common stock. At December 31, 2025 and December 31, 2024, there were 58,837,232 and 54,069,337 shares of common stock issued and outstanding, respectively.
F-8
CTT
PHARMACEUTICAL HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND DECEMBER 31, 2024
During 2025, the Company issued 4,767,895 shares of common stock. These issuances consisted of 2,817,895 shares to Katherine Cole, 1,650,000 shares to Ryan Khouri, 100,000 shares to Kevin Sakser, 50,000 shares to Murray Goldenberg, 100,000 shares to Borders Consulting LLC, and 50,000 shares to Frank Hariton. Included in the shares issued to Katherine Cole were 2,532,895 shares issued in exchange for cash of $95,025. All remaining shares issued during 2025 were issued in exchange for services rendered to the Company. These services were valued at $83,849.
During 2024, the Company issued 5,840,000 shares of common stock. These issuances consisted of 3,520,000 shares to Ryan Khouri, 1,250,000 shares to Allen Greenspoon, 690,000 shares to John Jennewein, 280,000 shares to Petro Czupiel, and 100,000 shares to Kevin Sakser. All shares issued during 2024 were issued in exchange for services rendered to the Company.
NOTE 6 - INTANGIBLE ASSETS
At December 31, 2025 and December 31, 2024, intangible assets were as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| Deferred Patent Costs | $ | 4,313 | $ | — | ||||
| Patents | 109,883 | 109,883 | ||||||
| Trademarks | 13,564 | 13,564 | ||||||
| Less: Accumulated amortization | (56,951 | ) | (50,519 | ) | ||||
| Intangible assets, net | $ | 70,809 | $ | 72,928 | ||||
Amortization expense for the years ended December 31, 2025 and the year ended December 31, 2024 was $6,432 and $6,398, respectively.
The Company's patents are listed below:
| Country | Patent No. | File Date | Expiration Date |
| Canada | 2624110 | 3/27/2008 | 3/27/2028 |
| U.S. | 8623401 | 3/27/2008 | 3/27/2028 |
| U.S. | 9833461 | 10/23/2015 | 10/23/2035 |
| Canada | 2922959 | 3/3/2016 | 3/3/2036 |
| U.S. | 11166912 | 3/3/2016 | 3/3/2036 |
| Europe | 17759030.4 | 2/27/2017 | 2/27/2037 |
| Mexico | 391622 | 2/27/2017 | 2/27/2037 |
F-9
CTT
PHARMACEUTICAL HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND DECEMBER 31, 2024
The Company also has 3 trademarks, one in Canada and 2 in the U.S. The Canada trademark was filed on 11/28/2017 and expires on 11/28/2032. The U.S. trademarks were filed on 5/28/2018 and 11/28/2019 and expire on 5/28/2033 and 11/28/2034, respectively.
Intangible assets are recorded at cost and subsequently amortized over the respective useful lives of each, as reflected on the balance sheets. Management believes the reflected value of the intangible assets would substantially increase upon completion of a third-party appraisal.
F-10
CTT PHARMACEUTICAL HOLDINGS, INC.
FINANCIAL STATEMENTS
MARCH 31, 2026
F-11
CTT PHARMACEUTICAL HOLDINGS, INC.
Balance Sheets
As of March 31, 2026 and December 31, 2025
| March 31 | December 31 | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | 7,089 | $ | 15,359 | ||||
| Total current assets | 7,089 | 15,359 | ||||||
| Non-current assets | ||||||||
| Intangible assets, net | 69,106 | 70,809 | ||||||
| Total non-current assets | 69,106 | 70,809 | ||||||
| Total Assets | $ | 76,195 | $ | 86,168 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities | ||||||||
| Related-party payables | $ | 11,200 | $ | 7,300 | ||||
| Related-party note payable | 18,814 | 18,814 | ||||||
| Miscellaneous payable | 4,904 | 4,904 | ||||||
| Total current liabilities | 34,918 | 31,018 | ||||||
| Stockholders' equity | ||||||||
| Preferred stock, $0.0001 par value; 10,000,000 authorized; none issued and outstanding as of March 31, 2026 and December 31, 2025 | ||||||||
| Common stock, $0.0001 par value; 300,000,000 shares authorized; 59,722,232 and 58,837,232 issued and outstanding as of March 31, 2026 and December 31, 2025 | 5,973 | 5,884 | ||||||
| Additional paid-in-capital | 7,671,441 | 7,600,729 | ||||||
| Accumulated deficit | (7,636,137 | ) | (7,551,463 | ) | ||||
| Total stockholders' equity | 41,277 | 55,150 | ||||||
| Total liabilities and stockholders' equity | $ | 76,195 | $ | 86,168 | ||||
See accompanying notes, which are an integral part of these financial statements.
F-12
CTT PHARMACEUTICAL HOLDINGS, INC.
Income Statements
For the three months ended March 31, 2026 and March 31, 2025
| March 31 | March 31 | |||||||
| 2026 | 2025 | |||||||
| Operating expenses | ||||||||
| Consulting fees | $ | 71,712 | $ | 18,930 | ||||
| General and administrative costs | 4,381 | 558 | ||||||
| Filing and legal costs | 6,328 | 4,608 | ||||||
| Interest expense | — | — | ||||||
| Bank charges | — | 42 | ||||||
| Travel | — | 14 | ||||||
| Meals | 180 | 154 | ||||||
| Marketing and promotions | 370 | 3,638 | ||||||
| Amortization expense | 1,703 | 1,600 | ||||||
| Total operating expenses | 84,674 | 29,544 | ||||||
| Net (loss) | $ | (84,674 | ) | $ | (29,544 | ) | ||
| Basic and diluted loss per share | $ | (0 | ) | $ | (0 | ) | ||
| Weighted average shares outstanding | ||||||||
| Basic and diluted | 59,045,065 | 56,125,624 | ||||||
See accompanying notes, which are an integral part of these financial statements.
F-13
CTT PHARMACEUTICAL HOLDINGS, INC.
Statements of Stockholders' Equity
For the three months ended March 31, 2026 and March 31, 2025.
| Additional | ||||||||||||||||||||||||
| Common | Paid-in | Treasury | Accumulated | Total | ||||||||||||||||||||
| Shares | Par Value | Capital | Stock | Deficit | Equity | |||||||||||||||||||
| Balances, January 1, 2026 | 58,837,232 | $ | 5,884 | $ | 7,600,729 | $ | — | $ | (7,551,463 | ) | $ | 55,150 | ||||||||||||
| Net loss for the three months | — | — | — | — | (84,674 | ) | (84,674 | ) | ||||||||||||||||
| Common shares issued for services | 750,000 | 75 | 59,925 | — | — | 60,000 | ||||||||||||||||||
| Common shares issued for cash | 135,000 | 14 | 10,787 | — | — | 10,801 | ||||||||||||||||||
| Balances, March 31, 2026 | 59,722,232 | $ | 5,973 | $ | 7,671,441 | $ | — | $ | (7,636,137 | ) | $ | 41,277 | ||||||||||||
| Balances, January 1, 2025 | 54,069,337 | $ | 5,407 | $ | 7,422,332 | $ | — | $ | (7,395,556 | ) | $ | 32,183 | ||||||||||||
| Net loss for the three months | — | — | (82,999 | ) | (82,999 | ) | ||||||||||||||||||
| Common shares issued for services | 900,000 | 90 | 60,120 | — | — | 60,210 | ||||||||||||||||||
| Common shares issued for cash | 2,157,895 | 215 | 79,784 | — | — | 79,999 | ||||||||||||||||||
| Balances, March 31, 2025 | 57,127,232 | $ | 5,712 | $ | 7,562,236 | $ | — | $ | (7,478,555 | ) | $ | 89,393 | ||||||||||||
See accompanying notes, which are an integral part of these financial statements.
F-14
CTT PHARMACEUTICAL HOLDINGS, INC.
Statements of Cash Flow
For the three months ended March 31, 2026 and March 31, 2025
| March 31 | March 31 | |||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net (loss) | $ | (84,674 | ) | $ | (29,544 | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities | ||||||||
| Non-cash consulting fees | 60,000 | |||||||
| Amortization expense | 1,703 | 1,600 | ||||||
| Changes in accounts payable and accrued expenses | 3,900 | (3,660 | ) | |||||
| Net cash provided (used) by operating activities | (19,071 | ) | (31,604 | ) | ||||
| Cash flows from financing activities | ||||||||
| Issuance of common shares | 10,801 | 79,999 | ||||||
| Net cash provided (used) by financing activities | 10,801 | 79,999 | ||||||
| Net change in cash | (8,270 | ) | 48,395 | |||||
| Cash at beginning of period | 15,359 | 114 | ||||||
| Cash at end of period | $ | 7,089 | $ | 48,509 | ||||
See accompanying notes, which are an integral part of these financial statements.
F-15
CTT PHARMACEUTICAL HOLDINGS, INC.
For the three months ended
March 31, 2026 and March 31, 2025
NOTE 1 - NATURE OF OPERATIONS
CTT Pharmaceutical Holdings, Inc. (the "Company") is a Delaware C-Corporation formed in 1996. The Company specializes in drug delivery systems technology within the pharmaceutical industry. The Company is focused on fast-dissolving drug delivery systems through the development of advanced oral methods.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
The financial statements of the Company have been prepared on the accrual basis of accounting, which conforms to accounting principles generally accepted in the United States of America (U.S. GAAP).
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Financial instruments
The Company's balance sheets may include the following financial instruments: cash, related-party payables, and related-party note payables. The carrying amount of current assets and current liabilities approximate their fair value due to the relatively short period of time between the origination of these instruments and their expected realization.
Revenue recognition
As of December 31, 2025, and December 31, 2024, the Company had no revenue-producing activities. The Company recognizes revenue as it satisfies contractual performance obligations by transferring promised goods or services to its customers. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service.
Earnings per share
Basic earnings per share are computed using the weighted average number of common shares outstanding at March 31, 2026 and March 31, 2025, respectively. Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the historical and projected future losses of the Company, all potentially dilutive common stock equivalents are considered anti-dilutive.
F-16
CTT PHARMACEUTICAL HOLDINGS, INC.
For the three months ended
March 31, 2026 and March 31, 2025
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Concentrations of credit risk
The Company maintains cash in bank accounts at high credit quality United States financial institutions. At various times during the three months ended March 31, 2026 and the year ended December 31, 2025, the Company may have had cash on deposit with financial institutions in excess of federal depository insurance limits. The Company has not experienced and does not anticipate any credit losses on these deposits.
Subsequent events
CTT Pharma received approval for a CIP Application from the United States Patent Office utilizing CTT’s technology for a Nicotine Strip.
CTT Pharma signed an LOI with a company in Europe to potentially form a partnership. It’s important to note that discussions are in the early stages and may or may not move towards a partnership.
The Company has evaluated subsequent events occurring through May 20, 2026, which is the date the financial statements were issued.
Cash and cash equivalents
For purposes of reporting cash flows, the Company considers all liquid instruments purchased with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of March 31, 2026 and December 31, 2025.
Related-party payables
Related-party payables consist of funds advanced from a related party to the Company on terms equivalent to those that prevail in arm's length transactions. During the three months ended March 31, 2026, the company repaid funds which were advanced by Ryan Khouri, as working capital and as part of a management contract, on an as-needed basis. The ending payable to Ryan Khouri at March 31, 2026 was $11,200.
Related-party note payable
Related-party notes consist of uncollateralized obligations of funds advanced to the Company by a related party on terms equivalent to those that prevail in arm's length transactions. There were no such advances during the first three months of 2026 or 2025. The advances are planned to be repaid through the issuance of common restricted shares and are not formalized nor interest bearing.
Share-based compensation
The Company, from time to time, may issue stock options, warrants and restricted stock as compensation to employees, directors, officers and affiliates, as well as to acquire goods or services from third parties. ln all cases, the Company calculates share-based compensation using the Black-Scholes option pricing model and expenses awards based on fair value at the grant date, which in the case of third-party suppliers is the shorter of the period over which services are to be received or the vesting period, and for employees, directors, officers and affiliates is typically the vesting period. Share-based compensation is included in consulting fees on the income statements.
F-17
CTT PHARMACEUTICAL HOLDINGS, INC.
For the three months ended
March 31, 2026 and March 31, 2025
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Advertising
Advertising costs are expensed as incurred and are included in operating expenses on the income statements.
Income taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred tax assets, if any, include tax loss and credit carryforwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Intangible assets
The Company's intangible assets consist of trademarks and patents held across multiple countries. The patents are amortized over their useful lives, typically up to 20 years, which is the standard patent expiration period. The trademarks are amortized over their useful lives, typically up to 15 years. Costs associated with patents that have not yet received a grant number are typically recorded as deferred patent costs, and upon receipt of a grant number, are amortized.
NOTE 3 - GOING CONCERN
Historically, the Company has experienced, and the Company continues to experience, net losses from operations, negative cash flow from operating activities, and working capital deficits. These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date of issuance of the audited financial statements. The Company has not yet begun principal operations, and therefore, net losses are expected. The financial statements do not reflect any adjustments that might result if the Company was unable to continue as a going concern. The Company anticipates that operating losses will continue in the near term as management continues efforts to acquire income producing assets.
NOTE 4 - COMPARATIVE FINANCIAL STATEMENTS
The financial statements include certain prior-year summarized comparative information. Such information does not include all of the information required for financial statements presented in conformity with accounting principles generally accepted in the United States of America. Accordingly, such information should be read in conjunction with the Company’s financial statements for the year ended December 31, 2025, and from the three months ended March 31, 2025, from which the summarized information was derived.
F-18
CTT PHARMACEUTICAL HOLDINGS, INC.
For the three months ended
March 31, 2026 and March 31, 2025
NOTE 5 - STOCKHOLDERS' EQUITY
The Company is authorized to issue 10,000,000 shares of preferred stock. At March 31, 2026, and December 31, 2025, no shares of preferred stock were issued or outstanding. The Company is authorized to issue 150,000,000 shares of common stock. At March 31, 2026, and December 31, 2025, there were 59,722,232 and 58,837,232 shares of common stock issued and outstanding, respectively.
During the first three months of 2026, the Company issued 885,000 shares of common stock. These issuances consisted of 750,000 shares to Ryan Khouri, 50,000 shares to Katherine Cole, and 85,000 shares to Kevin Sakser. The shares issued to Katherine Cole and Kevin Sakser were issued in exchange for total cash proceeds of $10,800. The shares issued to Ryan Khouri were issued in exchange for services rendered to the Company, valued at $60,000.
During 2025, the Company issued 4,767,895 shares of common stock. These issuances consisted of 2,817,895 shares to Katherine Cole, 1,650,000 shares to Ryan Khouri, 100,000 shares to Kevin Sakser, 50,000 shares to Murray Goldenberg, 100,000 shares to Borders Consulting LLC, and 50,000 shares to Frank Hariton. Included in the shares issued to Katherine Cole were 2,532,895 shares issued in exchange for cash of $95,025. All remaining shares issued during 2025 were issued in exchange for services rendered to the Company. These services were valued at $83,849.
During 2024, the Company issued 5,840,000 shares of common stock. These issuances consisted of 3,520,000 shares to Ryan Khouri, 1,250,000 shares to Allen Greenspoon, 690,000 shares to John Jennewein, 280,000 shares to Petro Czupiel, and 100,000 shares to Kevin Sakser. All shares issued during 2024 were issued in exchange for services rendered to the Company.
NOTE 6 - INTANGIBLE ASSETS
At March 31, 2026 and December 31, 2025, intangible assets were as follows:
| March 31, 2026 | December 31, 2025 | |||||||
| Deferred patent costs | $ | 4,313 | $ | — | ||||
| Patents | 109,883 | 109,883 | ||||||
| Trademarks | 13,564 | 13,564 | ||||||
| Less: Accumulated amortization | (56,951 | ) | (50,519 | ) | ||||
| Intangible assets, net | $ | 70,809 | $ | 72,928 | ||||
Amortization expenses for three months ended March 31, 2026, and the year ended December 31, 2025, were $1,703 and $6,432, respectively.
F-19
CTT PHARMACEUTICAL HOLDINGS, INC.
For the three months ended
March 31, 2026 and March 31, 2025
The Company's patents are listed below:
| Country | Patent No. | File Date | Expiration Date |
| Canada | 2624110 | 3/27/2008 | 3/27/2028 |
| U.S. | 8623401 | 3/27/2008 | 3/27/2028 |
| U.S. | 9833461 | 10/23/2015 | 10/23/2035 |
| Canada | 2922959 | 3/3/2016 | 3/3/2036 |
| U.S. | 11166912 | 3/3/2016 | 3/3/2036 |
| Europe | 17759030.4 | 2/27/2017 | 2/27/2037 |
| Mexico | 391622 | 2/27/2017 | 2/27/2037 |
The Company also has three trademarks, one in Canada and two in the U.S. The Canada trademark was filed on 11/28/2017 and expires on 11/28/2032. The U.S. trademarks were filed on 5/28/2018 and 11/28/2019 and expire on 5/28/2033 and 11/28/2034, respectively.
Intangible assets are recorded at cost and subsequently amortized over the respective useful lives of each, as reflected on the balance sheets. Management believes the reflected value of the intangible assets would substantially increase upon completion of a third-party appraisal.
F-20
PHARMACEUTICAL HOLDINGS, INC.
6,250,000 Shares
CTT PHARMACEUTICAL HOLDINGS, INC.
_________________________________
PRELIMINARY PROSPECTUS
_________________________________
The date of this prospectus is , 2026
PART II — INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth an estimate of the fees and expenses relating to the issuance and distribution of the securities being registered hereby, all of which shall be borne by the registrant. All of such fees and expenses, except for the Securities and Exchange Commission (“SEC”) registration and the FINRA filing fee, are estimated:
| SEC registration fee | $ | |||
| Legal fees and expenses | $ | 7,500 | ||
| Edgarization | $ | |||
| Accounting fees and expenses | $ | |||
| Miscellaneous fees and expenses | $ | 1,000 | ||
| Total | $ |
To be completed by amendment
Item 14. Indemnification of Directors and Officers.
Under Delaware law, a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than one by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, if such director or officer acted, in good faith, for a purpose which such person reasonably believed to be, in, or not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that such conduct was unlawful.
In the case of a derivative action, a Delaware corporation may indemnify any such person against expense, including attorneys’ fees actually and necessarily incurred by such person in connection with the defense or settlement of such action or suit if such director or officer if such director or officer acted, in good faith, for a purpose which such person reasonably believed to be, in or not opposed to, the best interests of the corporation, except that no indemnification will be made in respect on any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expense.
Delaware Law permits a corporation to include in its certificate of incorporation a provision eliminating or limiting a director’s liability to a corporation or its stockholders for monetary damages for breaches of fiduciary duty. Delaware Law provides, however, that liability for breaches of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct, or knowing violation of the law, and the unlawful purchase or redemption of stock or payment of unlawful purchase or redemption of stock or payment of unlawful dividends or the receipt of improper personal benefits cannot be eliminated or limited in this manner.
Our Certificate of Incorporation and Bylaws provide that we will indemnify our directors to the fullest extent permitted by Delaware law and may, if and to the extent authorized by the Board of Directors, indemnify our officers and any other person whom we have the power to indemnify against any liability, reasonable expense or other matter whatsoever.
Any amendment, modification or repeal of the foregoing provisions shall be prospective only, and shall not affect any rights or protections of any of our directors existing as of the time of such amendment, modification or repeal.
We may also, at the discretion of the Board of Directors, purchase and maintain insurance to the fullest extent permitted by Delaware law on behalf of any of our directors, officers, employees or agents against any liability asserted against such person and incurred by such person in any such capacity.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
II-1
Item 15. Recent Sales of Unregistered Securities
The following is a summary of all of our securities sold by us within the past three years which were not registered under the Securities Act).
Since January 1, 2025 we have issued an aggregate of 2,235,000 shares to 3 people for services and an aggregate of 2,532,895 shares were issued to one person as a cash investor. The issuances were exempt from registration by reason of Section (4)(a)(2) of the Securities act as issuances not involving a public offering.
During the period from January 1, 2024 to December 31, 2024, we issued an aggregate of 4,286,956 shares to people for services and an aggregate of 1,390,000 shares were issued to two investors for cash payments. The issuances were exempt from registration by reason of Section (4)(a)(2) of the Securities act as issuances not involving a public offering.
During the period from January 1, 2023 to December 31, 2023, we issued an aggregate of 650,000 shares to 3 people for services. The issuances were exempt from registration by reason of Section (4)(a)(2) of the Securities act as issuances not involving a public offering.
All of the above shares are restricted and certificates therefor contain an appropriate legend.
ITEM 16. EXHIBITS
* These exhibits are incorporated herein by reference.
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Item 17. Undertakings.
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. |
| (4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (i) | each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (ii) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
| (5) | That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (i) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Tampa State of Florida, on May 27, 2026.
| CCT Pharmaceutical Holdings, Inc. | |||||
| By: | /s/ Ryan Khouri | ||||
| Ryan Khouri | |||||
| Chief Executive Officer | |||||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Ryan Khouri as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-1 and any subsequent registration statement the Registrant may hereafter file with the Securities and Exchange Commission pursuant to Rule 462 under the Securities Act to register additional securities in connection with this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Ryan Khouri | Chief Executive Officer | May 27, 2025 | ||
| (Principal Executive, Accounting and Financial Officer) | ||||
| /s/ Dr Allen Greenspoon by Ryan Khouri attorney in fact | Director | May 27, 2025 | ||
| Dr. Alen Greenspoon | ||||
| /s/ Dr. Katharine Cole by Ryan Khouri attorney in fact | Director | May 27, 2025 | ||
| Dr. Katharine Cole |
II-4
Exhibit 10.1
EQUITY LINE OF CREDIT AGREEMENT
This Equity Line of Credit Agreement (this "Agreement") is entered into effective as of September 8, 2025 (the "Execution Date"), by and CTT Pharmaceutical Holdings, Inc., a Delaware corporation (the "Company"), and RH2 Equity Partners, a Delaware limited partnership (the "Investor"). Each of the Seller and the Purchaser may be referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, during the Commitment Period (as defined herein), the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to Ten Million Dollars ($10,000,000) in aggregate gross purchase price of newly issued shares of Common Stock (as defined herein), with Purchase Prices based on either the lowest VWAP during the applicable Pricing Period or the lowest intraday trade price, as further set forth herein;
WHEREAS, such sales of Common Stock by the Company to the Investor will be made in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act ("Section 4(a)(2)") and/or Rule 506(b) of Regulation D, and upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the issuances and sales of Common Stock by the Company to the Investor to be made hereunder;
WHEREAS, the parties hereto are concurrently entering into a Registration Rights Agreement of even date herewith, in the form attached hereto as Exhibit C (the "Registration Rights Agreement"), pursuant to which the Company shall register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), upon the terms and subject to the conditions set forth therein;
WHEREAS, the Equity Line of Credit Agreement dated as of September 8, 2025, by and between the Parties (the “Prior Agreement”), is hereby superseded and voided in its entirety by this Agreement, and the Parties acknowledge and agree that no obligations, rights, or liabilities remain outstanding under the Prior Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Certain Definitions
1.1. Defined Terms. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
"Agreement" shall have the meaning specified in the preamble hereof.
“Average Daily Trading Volume” shall mean the median daily trading volume of the Company's Common Stock over the most recent Three (3) Business Days immediately preceding the date of delivery of a Purchase Notice.
"Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.
"Beneficial Ownership Limitation" shall have the meaning specified in Section 7.2(g).
"Business Day" shall mean a day on which the Principal Market shall be open for business.
"Claim Notice" shall have the meaning specified in Section 9.3(a).
"Closing" shall mean the closing of a purchase and sale of shares of Common Stock as described in Section 2.1.
“Closing Date” means the second (2nd) Business Day following the applicable Purchase Notice Date or Rapid Purchase Notice Date, as applicable.
"Commitment Amount" shall mean Ten Million Dollars ($10,000,000).
"Commitment Period" shall mean the period commencing on the Execution Date and ending on the earlier of (i) the date on which the Investor shall have purchased an aggregate number of Purchase Notice Shares pursuant to this Agreement equal to the Commitment Amount or (ii) the second (2nd) anniversary of the Execution Date.
"Common Stock" shall mean the Company's Common Stock, $0.0001 par value per share, and any shares of any other class of Common Stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation of the Company).
"Common Stock Equivalents" means any securities of the Company entitling the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
"Company" shall have the meaning specified in the preamble to this Agreement. "Current Report" has the meaning set forth in Section 6.2.
"Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.
"Damages" shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys' fees and disbursements and costs and expenses of expert witnesses and investigation).
"Designated Brokerage Account" shall mean the brokerage account provided by the Investor for the delivery of the applicable Securities.
"Disclosure Schedules" means the Disclosure Schedules of the Company delivered concurrently herewith.
"DTC" shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.
"DTC/FAST Program" shall mean the DTC's Fast Automated Securities Transfer Program.
"DWAC" shall mean Deposit Withdrawal at Custodian as defined by the DTC.
"DWAC Eligible" shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC's Operational Arrangements, including, without limitation, transfer through DTC's DWAC system, (b) the Company has been approved (without revocation) by the DTC's underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Securities are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Securities, as applicable, via DWAC.
"DWAC Shares" means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on resale and (iii) timely credited by the Company to the Investor's or its designee's specified DWAC account with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Execution Date" shall have the meaning set forth in the first paragraph of this Agreement.
"Indemnified Party" shall have the meaning specified in Section 9.1.
"Indemnifying Party" shall have the meaning specified in Section 9.1.
"Indemnity Notice" shall have the meaning specified in Section 9.3(b).
"Investment Amount" shall mean the gross price of the Purchase Notice Shares.
"Investor" shall have the meaning specified in the preamble to this Agreement.
"Lien" means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
"Material Adverse Effect" shall mean any effect on the business, operations, properties, condition (financial or otherwise), or prospects of the Company that is material and adverse to the Company and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to enter into and perform its obligations under any Transaction Document; provided, however, that "Material Adverse Effect" shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Company operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of Investor; (vi) any matter of which Investor is aware on the date hereof; (vii) any changes in applicable laws or accounting rules (including GAAP) or the enforcement, implementation or interpretation thereof; (viii) the announcement, pendency or completion of the transactions contemplated by this Agreement, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with the Company; (ix) any natural or man-made disaster or acts of God; (x) any epidemics, pandemics, disease outbreaks, or other public health emergencies; or (xi) any failure by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded); provided, further, the "Material Adverse Effect" shall include if any of events in (i)-(xi) occurs and affects the Company in a materially disproportionate manner as compared to other similarly situated companies.
"Maximum Common Stock Issuance" shall have the meaning set forth in Section 7.1.3.
"Minimum Price" shall have the meaning specified in Section 7.1.3.
"PEA Period" shall mean the period commencing at 9:30 a.m., New York City time, on the fifth (5th) Business Day immediately prior to the filing of any post-effective amendment to the Registration Statement or any new registration statement, or any annual and quarterly report, and ending at 9:30 a.m., New York City time, on the Business Day immediately following (i) the effective date of such post-effective amendment of the Registration Statement or such new registration statement, or (ii) the date of filing of such annual and quarterly report, as applicable.
"Person" shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
"Principal Market" shall mean any of the national exchanges (i.e. NYSE, AMEX, Nasdaq) or other principal exchange or recognized quotation system which is at the time the principal trading platform or market for the Common Stock.
"Purchase Notice" shall mean a written notice from Company, substantially in the form of Exhibit A attached hereto (a "Rapid Purchase Notice Form"), or Exhibit B attached hereto (a "Purchase Notice Form") to the Investor setting forth the Purchase Notice Shares which the Company requires the Investor to purchase pursuant to the terms of this Agreement.
"Purchase Notice Limit" shall mean, for any Purchase Notice, the Investor's committed obligation under such Purchase Notice, shall not exceed the Maximum Percentage.
"Purchase Notice Shares" shall mean all shares of Common Stock that the Company shall be entitled to issue as set forth in all applicable Purchase Notices in accordance with the terms and conditions of this Agreement.
“Purchase Price” shall mean eighty five percent (85%) of the Lowest Traded Price during the ten (10) consecutive Business Day period immediately preceding the applicable Purchase Notice Date.
"Rapid Closing Date" shall have the meaning specified in Section 2.2.
"Rapid Purchase Investment Amount" shall mean the applicable Purchase Notice Shares referenced in the Rapid Purchase Notice multiplied by the applicable Rapid Purchase Price.
"Rapid Purchase Notice" shall mean the closing of a purchase and sale of shares of Common Stock as described in Section 2.2.
"Rapid Purchase Notice Date" shall have the meaning specified in Section 2.2.
"Rapid Purchase Price" shall mean the lowest intraday traded price of the Common Stock that occurs during the Rapid Purchase Notice Date.
"Registration Rights Agreement" shall have the meaning specified in the Recitals.
"Registration Statement" shall have the meaning specified in Section 6.3.
"Regulation D" shall mean Regulation D promulgated under the Securities Act.
"Rule 144" shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.
"SEC" shall mean the United States Securities and Exchange Commission.
"SEC Documents" shall have the meaning specified in Section 4.5.
"Securities" mean the Purchase Notice Shares and any other securities issued to the Investor by the Company pursuant to this Agreement.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Subsidiary" means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the Securities Act.
"Termination" shall mean any termination outlined in Section 10.5.
"Transaction Documents" shall mean this Agreement, the Registration Rights Agreement and all schedules and exhibits hereto and thereto.
"Transfer Agent" shall mean the current transfer agent of the Company, and any successor transfer agent of the Company.
"Valuation Period" shall mean the VWAP Purchase Valuation Period or the Rapid Purchase Notice Date, as applicable.
“VWAP” means, for any Trading Day, the volume-weighted average price of the Common Stock on the Principal Market as reported by Bloomberg L.P. (or, if the Principal Market is not Bloomberg-compatible, another nationally recognized reporting service reasonably acceptable to the Investor) from 9:30 a.m. to 4:00 p.m., Eastern Time.
2. Purchase and Sale of Common Stock
2.1. Purchase Notices. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Section 7), the Company shall have the right, but not the obligation, to require the Investor, by its delivery to the Investor of a Purchase Notice, from time to time, to purchase Purchase Notice Shares; provided that the amount of Purchase Notice Shares shall not exceed the Purchase Notice Limit or the Beneficial Ownership Limitation set forth in Section 7.2.7 (each such purchase, a “Closing”). Furthermore, the Company shall not deliver any Purchase Notices to the Investor during the PEA Period.
2.2. Rapid Purchase Notice. At any time and from time to time during the Commitment Period, except as otherwise provided in this Agreement, the Company may deliver a Rapid Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Article VII and otherwise provided herein. The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Designated Brokerage Account simultaneously with the delivery of the Rapid Purchase Notice. A Rapid Purchase Notice shall be deemed delivered on the Business Day a Rapid Purchase Notice Form is received by 2:00 p.m. New York time by email by the Investor (the "Rapid Purchase Notice Date"). If the applicable Rapid Purchase Notice Form is received after 2:00 p.m. New York time, then the next Business Day shall be the Rapid Purchase Notice Date, unless waived by Investor in writing. Each party shall use its commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2 of this Agreement and the transactions contemplated herein.
2.3. Rapid Purchase Closing. The Closing of a Rapid Purchase Notice shall occur two (2) Business Days following the Rapid Purchase Notice Date (the "Rapid Closing Date"), whereby the Investor shall deliver to the Company, by 5:00 p.m. New York time on the Rapid Closing Date, the Rapid Purchase Investment Amount by wire transfer of immediately available funds to an account designated by the Company.
2.4. Purchase Notice (Standard). At any time and from time to time during the Commitment Period, except as otherwise provided in this Agreement, the Company may deliver a Purchase Notice (other than a Rapid Purchase Notice) to the Investor, subject to satisfaction of the conditions set forth in Section 7 and otherwise provided herein. The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Designated Brokerage Account simultaneously with the delivery of the Purchase Notice. A Purchase Notice shall be deemed delivered on the Business Day that (i) an applicable Purchase Notice Form is received by 9:30 a.m. New York time by email by the Investor and (ii) the DWAC of the applicable Purchase Notice Shares has been initiated and completed as confirmed by the Investor’s Designated Brokerage Account by 9:30 a.m. New York time (the “Purchase Notice Date”). If the applicable Purchase Notice Form is received after 9:30 a.m. New York time, or the DWAC of the applicable Purchase Notice Shares has not been completed as confirmed by the Investor’s Designated Brokerage Account by 9:30 a.m. New York time, then the next Business Day shall be the Purchase Notice Date, unless waived by the Investor in writing. Each party shall use its commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.1 of this Agreement and the transactions contemplated herein.
2.5. Purchase Closing (Standard). The Closing of a Purchase Notice (other than a Rapid Purchase Notice) shall occur two (2) Business Days following the Purchase Notice Date (the “Closing Date”), whereby the Investor shall deliver to the Company, by 5:00 p.m. New York time on the Closing Date, the Investment Amount by wire transfer of immediately available funds to an account designated by the Company.
2.6. Purchase Restriction. During the three (3) Trading Day-period following a Closing Date, the Company shall not be entitled to deliver another Purchase Notice, unless otherwise mutually agreed upon in writing.
2.7. Pricing Period. For each Purchase Notice, the Purchase Price shall be calculated as eighty five percent (85%) of the Lowest VWAP during the ten (10) consecutive Business Day period immediately preceding the applicable Purchase Notice Date (the “Pricing Period”).
2.8. Purchase Amount Limit. For any Purchase Notice, the Company may, at its sole discretion, issue a Put Notice for an amount up to 150% of the average daily trading volume during the Pricing Period, not to exceed $500,000 or be less than $20,000, unless mutually agreed upon otherwise.
2.9. Rapid Put Option. The Company shall have the option to request a Rapid Put at the Investor's discretion. The Purchase Price for a Rapid Put shall be 85% of the lowest intraday trade price on the day of the Rapid Put Notice.
2.10. Minimum Usage Requirement. Notwithstanding anything to the contrary herein, Investor agrees that the Company shall have the unconditional right to deliver Purchase Notices for a period of not less than twenty four (24) months from the Execution Date (the “Minimum Commitment Period”), and Investor shall not cancel, terminate, or otherwise suspend its obligations hereunder during the Minimum Commitment Period, except in the event of a Company default under Section 7.2 or a material breach of this Agreement by the Company.
2.11. Use of Proceeds. The Company covenants that all proceeds received from the Investor under this Agreement shall be used for general corporate purposes, including working capital, repayment of trade payables, and other expenses disclosed to the Investor. The Company agrees to provide the Investor with a quarterly certification of the use of proceeds in reasonable detail.
2.12. Authorized Share Increase & Reserve Requirement. The Company shall, as a condition to the effectiveness of this Agreement, take all necessary corporate actions to establish and maintain a share reserve with its transfer agent equal to at least three hundred percent (300%) of the number of shares issuable under this Agreement based on the lowest possible purchase price permitted herein. The parties acknowledge that maintaining such reserve may require the Company to increase its authorized shares of Common Stock, and the Company agrees to take all corporate actions necessary to effectuate such increase if needed.
3. Representations and Warranties of Investor
3.1. Intent. The Investor is entering into this Agreement for its own account, for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration requirements of the Securities Act. The Investor reserves the right to dispose of the Securities at any time in accordance with federal and state securities laws applicable to such disposition. The Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to sell or distribute any of the Securities.
3.2. Reliance on Exemptions The Investor understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities.
3.3. No Governmental Review. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
3.4. Accredited Investor. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities. The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk. The Investor represents that it is able to bear any loss associated with an investment in the Company.
3.5. No General Solicitation. The Investor is not purchasing or acquiring the Securities as a result of any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.
3.6. Authority. The Investor has the requisite power and authority to enter into and perform its obligations under the Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action and no further consent or authorization of the Investor is required. The Transaction Documents to which it is a party has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid and binding obligations of the Investor enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.
3.7. Not an Affiliate. The Investor is not an officer, director, or "affiliate" (as that term is defined in Rule 405 of the Securities Act) of the Company.
3.8. Organization and Standing; Compliance with Laws. The Investor is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents. The Investor will comply with all U.S. federal securities laws applicable to its purchase and resale of the Securities, subject to the Company's related compliance with all applicable laws as contemplated herein.
3.9. Absence of Conflicts. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation to which the Investor is subject or to which any of its assets, operations or management may be subject.
3.10. Disclosure; Access to Information. The Investor had an opportunity to review copies of the SEC Documents filed on behalf of the Company and has had access to all publicly available information with respect to the Company.
3.11. Manner of Sale. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general solicitation or advertising.
3.12. No Prior Short Sales. At no time prior to the date of this Agreement has any of the Investor, its agents, representatives or Affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any (i) "short sale" (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.
4. Representations and Warranties of the Company
4.1. Organization of the Company. The Company and each of its Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company and each of its Subsidiaries is not in violation or default of any of the provisions of its certificate of incorporation, bylaws or other organizational or charter documents. The Company and each of its Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
4.2. Authority. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents. The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders is required. The Transaction Documents have been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.
4.3. Capitalization. As of the Execution Date, the authorized capital stock of the Company consists of 150,000,000 shares of Common Stock, of which 58,237,232 shares of Common Stock are issued and outstanding as of the Execution Date. Except as set forth in the SEC Documents, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company's stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company's employee stock purchase plans or pursuant to inducement awards to employees, and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the periodic report filed under the Exchange Act. Except as set forth in the SEC Documents, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth in the SEC Documents, the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders.
4.4. Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(g) of the Exchange Act and is currently quoted on the OTC Pink Limited Information Tier operated by OTC Markets Group, Inc. The Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. The Company acknowledges that it is not designated as a “shell company” as defined in Rule 12b-2 under the Exchange Act.
4.5. SEC Documents; Disclosure. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments). Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company.
4.6. Valid Issuances. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.
4.7. No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Purchase Notice Shares, do not and will not: (a) result in a violation of the Company's certificate or articles of incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, result in the creation of any Lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any "lock-up" or similar provision of any underwriting or similar agreement to which the Company is a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of the Company is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise in violation of, conflict with or in default under any of the
foregoing. The business of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under the Transaction Documents (other than any SEC or state securities filings that may be required to be made by the Company in connection with the issuance of Purchase Notice Shares or subsequent to any Closing or any registration statement that may be filed pursuant hereto); provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of Investor herein.
4.8. No Material Adverse Effect. No event has occurred that would have a Material Adverse Effect on the Company that has not been disclosed in the SEC Documents.
4.9. Litigation and Other Proceedings. There are no material actions, suits, investigations, inquiries or similar proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or its properties, nor has the Company received any written or oral notice of any such action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect. No judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental agency which would have a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company.
4.10. Acknowledgment Regarding Investor's Purchase of Securities. The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not (i) an officer or director of the Company, or (ii) an "affiliate" (as defined in Rule 144) of the Company. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor's purchase of the Purchase Notice Shares. The Company further represents to the Investor that the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
5. Covenants of Investor
5.1. Short Sales and Confidentiality. Neither the Investor, nor any affiliate of the Investor acting on its behalf or pursuant to any understanding with it, will execute any Short Sales during the period from the Execution Date to the end of the Commitment Period. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of the Purchase Notices of such number of shares of Common Stock purchased under the applicable Purchase Notice shall not be deemed a Short Sale. The parties acknowledge and agree that during the applicable Valuation Period, the Investor may contract for, or
otherwise effect, the resale of the subject purchased Purchase Notice Shares to thirdparties. The Investor shall, until such time as the transactions contemplated by the Transaction Documents are publicly disclosed by the Company in accordance with the terms of the Transaction Documents, maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents. "Short Sales" shall mean "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act.
5.2. Compliance with Law; Trading in Securities. The Investor's trading activities with respect to shares of Common Stock will be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations of FINRA and the Principal Market.
6. Covenants of the Company
6.1. Listing of Common Stock. The Company shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, the listing, if required, of all such Common Stock on the Principal Market from time to-time issuable hereunder. The Company shall use its commercially reasonable best efforts to continue the listing or quotation and trading of the Common Stock on the Principal Market (including, without limitation, maintaining sufficient net tangible assets, if required) and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Principal Market.
6.2. Filing of Current Report. The Company agrees that it shall file a Current Report on Form 8-K (or equivalent form required for foreign issuers), including the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the execution of the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the "Current Report"). The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives it from the Company.
6.3. Filing of Registration Statement. The Company shall file with the SEC, within thirty (30) calendar days after the Execution Date, a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement.
The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to its filing with the SEC. The Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects.
The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor, and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC.
6.4. No Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such Investor's consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K (or equivalent form for foreign issuers).
6.5. Use of Proceeds. The Company covenants that all proceeds received from the Investor under this Agreement shall be used for general corporate purposes, including working capital, repayment of trade payables, and other expenses disclosed to the Investor. The Company agrees to provide the Investor with a quarterly certification of the use of proceeds in reasonable detail.
6.6. No Additional Equity Lines Without Consent. During the Commitment Period, the Company shall not enter into any other equity line of credit agreement or similar standby equity purchase facility without the prior written consent of Investor, which consent shall not be unreasonably withheld, conditioned, or delayed.
7. Conditions to Delivery of Purchase Notice and Conditions to Closing
7.1. Conditions Precedent to the Right of the Company to Issue and Sell Purchase Notice Shares. The right of the Company to issue and sell the Purchase Notice Shares to the Investor is subject to the satisfaction of each of the conditions set forth below:
7.1.1. Accuracy of Investor's Representations and Warranties. Unless waived by the Company, the representations and warranties of the Investor shall be true and correct as of the date of this Agreement and as of the date of each Closing as though made at each such time.
7.1.2. Performance by Investor. Unless waived by the Company, Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.
7.1.3. Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement and the transactions contemplated hereby would exceed a number of shares equal to 19.99% of the shares of Common Stock issued and outstanding immediately prior to the Execution Date, which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Trading Market (such maximum number of shares, the "Maximum Common Stock Issuance"), unless the Company's stockholders have approved the issuance of Common Stock pursuant to this Agreement in excess of the Maximum Common Stock Issuance in accordance with the applicable rules of the Principal Market. If such issuance of shares of Common Stock could cause a delisting on the Principal Market then the Maximum Common Stock Issuance shall first be approved by the Company's stockholders in accordance with applicable law and the By-laws and the Certificate of Incorporation of the Company. The parties understand and agree that the Company's failure to seek or obtain such stockholder approval shall in no way adversely affect the validity and due authorization of the issuance of Securities or the Investor's obligation in accordance with the terms and conditions hereof to purchase the Shares in the Put Purchase Request Amount in the Put Purchase Request.
7.1.4. Limitation on Amount of Ownership. Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor be entitled to purchase that number of Shares, which when added to the sum of the number of shares of Common Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the Exchange Act), by the Investor, would exceed 4.99% of the number of shares of Common Stock outstanding on the Closing Date (the "Maximum Percentage"), as determined in accordance with Rule 13d-1(j) of the Exchange Act. By written notice to the Company, the Investor may increase the Maximum Percentage to 9.99%, but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61 day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of the Investor.
7.2. Conditions Precedent to the Obligation of Investor to Purchase the Purchase Notice Shares. The obligation of the Investor hereunder to purchase the Purchase Notice Shares is subject to the satisfaction of each of the following conditions:
7.2.1. Effective Registration Statement. The Registration Statement, and any amendment or supplement thereto, shall have been timely filed in compliance with the Registration Rights Agreement, shall have become effective, and shall remain effective for the offering of the Securities and (i) the Company shall not have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened to do so, and (ii) no other suspension of the use of, or withdrawal of the effectiveness of, such Registration Statement or related prospectus shall exist. The Investor shall not have received any notice from the Company that the prospectus and/or any prospectus supplement fails to meet the requirements of Section 5(b) or Section 10 of the Securities Act.
7.2.2. Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company shall be true and correct as of the date of this Agreement and as of the date of each Closing (except for representations and warranties specifically made as of a particular date).
7.2.3. Performance by the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.
7.2.4. No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.
7.2.5. Adverse Changes. Since the date of filing of the Company's most recent annual or quarterly report, no event that had or is reasonably likely to have a Material Adverse Effect has occurred.
7.2.6. No Suspension of Trading in or Delisting of Common Stock. The trading of the Common Stock shall not have been suspended by the SEC or the Principal Market, or otherwise halted for any reason, and the Common Stock shall have been approved for listing or quotation on and shall not have been delisted from or no longer quoted on the Principal Market. In the event of a suspension, delisting, or halting for any reason of the trading of the Common Stock during an active Purchase Notice, as contemplated by this Section 7.2.6, the Investor shall purchase the applicable Purchase Notice Shares in the respective Purchase Notice at a value equal to the par value of the Company’s Common Stock.
7.2.7. Beneficial Ownership Limitation. The number of Purchase Notice Shares then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Maximum Percentage, as determined in accordance with Section 13 of the Exchange Act. For purposes of this 7.2.7, in the event that the number of shares of Common Stock outstanding is greater or lesser on a date of a Closing (a "Closing Date") than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Maximum Percentage following a purchase on any such Closing Date. In the event the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Maximum Percentage, upon request of the Company the Investor will provide the Company with evidence of the Investor's then existing shares beneficially or deemed beneficially owned. To the extent that the Maximum Percentage is exceeded, the number of shares of Common Stock issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum Percentage.
7.2.8. No Knowledge. The Company shall have no knowledge of any event more likely than not to have the effect of causing the effectiveness of the Registration Statement to be suspended or any prospectus or prospectus supplement failing to meet the requirement of Sections 5(b) or 10 of the Securities Act (which event is more likely than not to occur within the fifteen (15) Business Days following the Business Day on which such Purchase Notice is deemed delivered).
7.2.9. No Violation of Shareholder Approval Requirement. The issuance of the Purchase Notice Shares shall not violate the shareholder approval requirements of the Principal Market, If applicable.
7.2.10. DWAC Eligible. The Common Stock must be DWAC Eligible and not subject to a "DTC chill."
7.2.11. SEC Documents. All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC.
7.2.12. Maximum Common Stock Issuance. The Maximum Common Stock Issuance has not been reached (to the extent the Maximum Common Stock Issuance is applicable pursuant to 7.1.3 hereof).
7.3. Market Protection. Investor agrees that neither it nor its affiliates shall engage in any short sales of the Company’s Common Stock during the Commitment Period, other than short sales expressly permitted under Regulation SHO that are fully covered by securities then owned and available for resale.
8. Legends
8.1. No Restrictive Stock Legend. No restrictive stock legend shall be placed on the share certificates representing the Purchase Notice Shares.
8.2. Investor's Compliance. No restrictive legend shall be placed on the share certificates representing the Purchase Notice Shares, provided that such shares are registered for resale under the Securities Act or otherwise eligible for resale pursuant to Rule 144 without restriction or current public information requirements.
9. Indemnification
9.1. Indemnification. Each party (an "Indemnifying Party") agrees to indemnify and hold harmless the other party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an "Indemnified Party") from and against any Damages, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of this Agreement or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement (or an allegation of the foregoing), (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or prospectus or prospectus supplement, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except to the extent such Damages result primarily from the Indemnified Party's failure to perform any covenant or agreement contained in this Agreement or the Indemnified Party's recklessness or willful misconduct in performing its obligations under this Agreement; provided, however, that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based upon an Indemnified Party's negligence or misconduct, any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment thereof, prospectus, prospectus supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).
9.2. Indemnification Procedure.
9.2.1. A party that seeks indemnification under 9.1 must promptly give the other party notice of any legal action. But a delay in notice does not relieve an Indemnifying Party of any liability to any Indemnified Party, except to the extent the Indemnifying Party shows that the delay prejudiced the defense of the action.
9.2.2. The Indemnifying Party may participate in the defense at any time or it may assume the defense by giving notice to the Indemnified Parties. After assuming the defense, the Indemnifying Party:
| (i) | must select counsel (including local counsel if appropriate) that is reasonably satisfactory to the Indemnified Parties; |
| (ii) | is not liable to the other party for any later attorney's fees or for any other later expenses that the Indemnified Parties incur, except for reasonable investigation costs; |
| (iii) | must not compromise or settle the action without the Indemnified Parties consent (which may not be unreasonably withheld); and |
| (iv) | is not liable for any compromise or settlement made without its consent. |
9.2.3. If the Indemnifying Party fails to assume the defense within 10 days after receiving notice of the action, the Indemnifying Party shall be bound by any determination made in the action or by any compromise or settlement made by the Indemnified Parties, and also remains liable to pay the Indemnified Parties' legal fees and expenses.
9.3. Method of Asserting Indemnification Claims. All claims for indemnification by any Indemnified Party under 9.1 shall be asserted and resolved as follows:
9.3.1. In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under 9.1 is asserted against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a "Third Party Claim"), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party's claim for indemnification that is being asserted under any provision of 9.1 against an Indemnifying Party, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a "Claim Notice") with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party's ability to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined below) (the "Dispute Period") whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party under 9.1 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim.
9.3.2. In the event any Indemnified Party should have a claim under 9.1 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under 9.1 specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such claim (an "Indemnity Notice") with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party's rights hereunder except to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under 9.1 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.
10. Miscellaneous
10.1. Governing Law; Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law. Each of the Company and the Investor hereby submits to the exclusive jurisdiction of the United States federal and state courts located in Wilmington, Delaware, with respect to any dispute arising under the Transaction Documents or the transactions contemplated thereby.
10.2. Jury Trial Waiver. The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in respect of any matter arising out of or in connection with the Transaction Documents.
10.3. Assignment. The Transaction Documents shall be binding upon and inure to the benefit of the Company and the Investor and their respective successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other Person.
10.4. No Third-Party Beneficiaries. This Agreement is intended for the benefit of the Company and the Investor and their respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as contemplated by Section 9.
10.5. Termination. This Agreement shall remain in effect for a period of twenty four (24) months from the date the Registration Statement becomes effective with the Commission (the “Minimum Term”). During the Minimum Term, neither party may terminate this Agreement unless (i) at least two (2) Purchase Notices have been deliverd, each for no less than the Minimum Put Amount set forth in Section 2.8, or (ii) the terminating party pays a termination fee of Fifty Thousand Dollars ($50,000) to the other party. After the Minimum Term, the Company may terminate this Agreement at any time by written notice to the Investor. In addition, this Agreement shall automatically terminate on the earlier of: (a) the end of the Commitment Period; (b) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors; (c) the Common Stock ceases to be quoted on the Principal Market or is suspended from trading for more than three (3) consecutive trading days; (d) the Registration Statement is not declared effective within 120 calendar days of the Execution Date, unless extended in writing by the Investor.
The provisions of Sections 3, 4, 5, 6, 9 and the agreements and covenants of the Company and the Investor set forth in this Section 10 shall survive the termination of this Agreement.
10.6. Entire Agreement. The Transaction Documents, together with the exhibits thereto, contain the entire understanding of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents and exhibits.
10.7. Shell Company Status. The Company hereby acknowledges and agrees that it is not currently a “shell company” as defined in Rule 12b-2 under the Exchange Act. The Company further acknowledges that (i) Rule 144 under the Securities Act imposes restrictions on the resale of securities initially issued by a shell company or an issuer that has at any time previously been a shell company, unless certain conditions are met, and (ii) the Company shall be required to disclose in its periodic reports filed with the SEC if it becomes a shell company in the future. The Company agrees to take all actions necessary to remain in compliance with applicable securities laws, including the continued filing of all required reports and disclosures regarding its status as a non-shell company.
10.8. Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.
10.9. Counterparts. The Transaction Documents may be executed in multiple counterparts, each of which may be executed by less than all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing such counterparts and all of which together shall constitute one and the same instrument. The Transaction Documents may be delivered to the other parties hereto by email of a copy of the Transaction Documents bearing the signature of the parties so delivering this Agreement.
10.10. Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.
10.11. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
10.12. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.
10.13. Equitable Relief. The Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company therefore agrees that the Investor shall be entitled to temporary and permanent injunctive relief in any such case and that any claims for damages would be reasonably tied to the Investor’s time, effort, and resources expended in connection with the transactions contemplated herein. In addition to being entitled to exercise all rights provided herein or granted by law, both parties will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.
10.14. Title and Subtitles. The titles and subtitles used in this Agreement are used for the convenience of reference and are not to be considered in construing or interpreting this Agreement.
10.15. Amendments; Waivers. No provision of this Agreement may be amended other than by a written instrument signed by both parties hereto, and no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.
10.16. Publicity. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement, other than as required by law, without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extent required by law. The Investor acknowledges that the Transaction Documents may be deemed to be "material contracts," as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.
10.17. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) delivered by reputable air courier service with charges prepaid, or (c) transmitted by hand delivery, or email as a PDF, addressed as set forth below or to such other address as such party shall have specified most recently by written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder shall be deemed effective upon hand delivery or delivery by email at the address designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received).
The addresses for such communications shall be:
If to the Company:
CTT Pharmaceutical Holdings, Inc.
3853 Northdale Blvd #268
Tampa, FL 33624
Email: ryankhouri@yahoo.com
Attention: Ryan Khouri, CEO
If to the Investor:
RH2 Equity Partners
8 The Green, Suite R
Dover, DE 19901
Email: richard@rh2equitypartners.com
Attention: Richard Hawkins, Managing Member
with a copy (not constituting notice) to:
Vick Law Group
301 N. Lake Avenue, Suite 600
Pasadena, California 91101
Email: scott@vicklawgroup.com
Attention: Scott Vick
Either party hereto may from time to time change its address or email for notices under this 10.17 by giving prior written notice of such changed address to the other party hereto.
{Signature Page Follows}
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the Execution Date.
CTT Pharmaceutical Holdings, Inc.
By: /s/ Ryan Khouri
Ryan Khouri
Chief Executive Officer
RH2 EQUITY PARTNERS
By: /s/ Richard C. Hawkins
Richard C. Hawkins
Managing Partner
Exhibit A
Form of Rapid Purchase Notice
TO: RH2 EQUITY PARTNERS
We refer to the Equity Line of Credit Agreement, dated as of September 19, 2025 (the "Agreement"), entered into by and CTT Pharmaceutical Holdings, Inc. and RH2 Equity Partners. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.
We hereby:
1) Give you notice that we require you to purchase ___________ Purchase Notice Shares at the Rapid Purchase Price; and
2) Certify that, as of the date hereof, the conditions set forth in Section 7 of the Agreement are satisfied.
CTT Pharmaceutical Holdings, Inc.
By: ___________________
Name: Ryan Khouri
Title: Chief Executive Officer
Exhibit B
Form of Purchase Notice
TO: RH2 EQUITY PARTNERS
We refer to the Equity Line of Credit Agreement, dated as of September 19, 2025 (the "Agreement"), entered into by and CTT Pharmaceutical Holdings, Inc. and RH2 Equity Partners. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.
We hereby:
1) Give you notice that we require you to purchase __________ Purchase Notice Shares at the Purchase Price; and
2) Certify that, as of the date hereof, the conditions set forth in Section 7 of the Agreement are satisfied.
CTT Pharmaceutical Holdings, Inc.
By: _____________________
Name: Ryan Khouri
Title: Chief Executive Officer
Exhibit C
Registration Rights Agreement
Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and entered into effective as of September 19, 2025, by and between CTT Pharmaceutical Holdings, Inc., a Delaware corporation (the "Company"), and RH2 Equity Partners, a Delaware limited Partnership (the "Investor").
RECITALS
WHEREAS, the Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $10,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and (ii) the Maximum Common Stock Issuance (to the extent applicable under Section 7.1.3 of the Purchase Agreement), as provided for therein.
WHEREAS, pursuant to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect to the Registrable Securities (as defined herein) as set forth herein.
WHEREAS, the Company and Investor have agreed that the Equity Line shall remain open and irrevocable for a minimum period of twenty four (24) months, subject to the terms and conditions of the Equity Line Agreement;
AGREEMENT
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the Company and the Investor hereby agree as follows:
1. Definitions.
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
(a) “Agreement” shall have the meaning assigned to such term in the preamble of this Agreement
(b) “Allowable Grace Period” shall have the meaning assigned to such term in Section 3(p).
(c) “Blue Sky Filing” shall have the meaning assigned to such term in Section 6(a).
(d) “Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to remain closed.
(e) “Claims” shall have the meaning assigned to such term in Section 6(a).
(f) “Closing Date” shall mean the date of this Agreement.
(g) “Commission” means the U.S. Securities and Exchange Commission or any successor entity.
(h) “Common Stock” shall have the meaning assigned to such term in the recitals to this Agreement.
(i) “Company” shall have the meaning assigned to such term in the preamble of this Agreement.
(j) “Effective Date” means the date that the applicable Registration Statement has been declared effective by the Commission.
(k) “Effectiveness Deadline” means (i) with respect to the Initial Registration Statement required to be filed to pursuant to Section 2(a), the earlier of (A) the 90th calendar day after the date of this Agreement, if such Registration Statement is subject to review by the Commission, and (B) the 45th calendar day after the date of this Agreement, if the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be reviewed and (ii) with respect to any New Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the earlier of (A) the 90th calendar day following the date on which the Company was required to file such additional Registration Statement, if such Registration Statement is subject to review by the Commission, and (B) the 45th calendar day following the date on which the Company was required to file such New Registration Statement, if the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be reviewed.
(l) “Filing Deadline” means (i) with respect to the Initial Registration Statement required to be filed to pursuant to Section 2(a), the 30th day after the date of this Agreement and (ii) with respect to any New Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the 30th day following the sale of substantially all of the Registrable Securities included in the Initial Registration Statement or the most recent prior New Registration Statement, as applicable, or such other date as permitted by the Commission.
(m) “Indemnified Damages” shall have the meaning assigned to such term in Section 6(a).
(n) “Initial Registration Statement” shall have the meaning assigned to such term in Section
2(a).
(o) “Investor” shall have the meaning assigned to such term in the preamble of this Agreement.
(p) “Investor Party” and “Investor Parties” shall have the meaning assigned to such terms in Section 6(a).
(q) “Legal Counsel” shall have the meaning assigned to such term in Section 2(b).
(r) “New Registration Statement” shall have the meaning assigned to such term in Section 2(c).
(s) “Person” means any person or entity, whether a natural person, trustee, corporation, Partnership, limited Partnership, limited liability company, trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.
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(t) “Prospectus” means the prospectus in the form included in the Registration Statement, as supplemented from time to time by any Prospectus Supplement, including the documents incorporated by reference therein.
(u) “Prospectus Supplement” means any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein.
(v) “Purchase Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.
(w) “register,” “registered,” and “registration” refer to a registration effected by preparing and filing one or more Registration Statements in compliance with the Securities Act and pursuant to Rule 415 and the declaration of effectiveness of such Registration Statement(s) by the Commission.
(x) “Registrable Securities” means all of (i) the Shares, including, without limitation, the Purchase Notice Shares, the Rapid Purchase Notice Shares, and (ii) any securities issued or issuable with respect to such shares by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization, in each case until such time as such securities cease to be Registrable Securities pursuant to Section 2(f).
(y) “Registration Statement” means a registration statement or registration statements of the Company filed under the Securities Act covering the resale by the Investor of Registrable Securities, as such registration statement or registration statements may be amended and supplemented from time to time, including all documents filed as part thereof or incorporated by reference therein.
(z) “Registration Period” shall have the meaning assigned to such term in Section 3(a).
(aa) “Rule 144” means Rule 144 promulgated by the Commission under the Securities Act, as
such rule may be amended from time to time, or any other similar or successor rule or regulation of the Commission that may at any time permit the Investor to sell securities of the Company to the public without registration.
(bb) “Rule 415” means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation of the Commission providing for offering securities on a delayed or continuous basis.
(cc) “Staff” shall have the meaning assigned to such term in Section 2(e).
(dd) “Violations” shall have the meaning assigned to such term in Section 6(a).
2. Registration.
(a) Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no
event later than the Filing Deadline, file with the Commission the Initial Registration Statement on Form S-1 (or any successor form) covering the resale by the Investor of (i) , the maximum number of additional Registrable Securities (which shall be designated in the Initial Registration Statement as Shares that may be issued and sold by the Company to the Investor in Purchases under the Purchase Agreement) as shall be permitted to be included in such Initial Registration Statement in accordance with applicable Commission rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices) (the “Initial
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Registration Statement”). For the avoidance of doubt, the Registration Statement shall cover the resale of the Rapid Purchase Notice Shares, Purchase Notice Shares, and any Additional Shares, if issued. The Initial Registration Statement shall contain the “Selling Stockholder” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective by the Commission as soon as reasonably practicable, but in no event later than the applicable Effectiveness Deadline.
(b) Legal Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review and oversee, solely on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”), which shall be McMurdo Law Group, LLC, or such other counsel as thereafter designated by the Investor. Except as provided under Section 10.1(i) of the Purchase Agreement, the Company shall have no obligation to reimburse the Investor for any and all legal fees and expenses of the Legal Counsel incurred in connection with the transactions contemplated hereby.
(c) Sufficient Number of Shares Registered. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to Section 2(a) as a result of Section 2(e) or otherwise, the Company shall use its commercially reasonable efforts to file with the Commission one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any position of the staff of the Commission (“Staff”) with respect to the date on which the Staff will permit such additional Registration Statement(s) to be filed with the Commission and the rules and regulations of the Commission) (each such additional Registration Statement, a “New Registration Statement”), but in no event later than the applicable Filing Deadline for such New Registration Statement(s). The Company shall use its commercially reasonable efforts to cause each such New Registration Statement to become effective as soon as practicable following the filing thereof with the Commission, but in no event later than the applicable Effectiveness Deadline for such New Registration Statement.
(d) No Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement pursuant to Section 2(a) or Section 2(c) without consulting the Investor and Legal Counsel prior to filing such Registration Statement with the Commission.
(e) Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time
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the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.
(f) Any Registrable Security shall cease to be a “Registrable Security” at the earliest of the
following: (i) when a Registration Statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective Registration Statement; (ii) when such Registrable Security is held by the Company or one of its Subsidiaries; and (iii) the date that is the later of (A) the first (1st) anniversary of the date of termination of the Purchase Agreement in accordance with Article VIII of the Purchase Agreement and (B) the first (1st) anniversary of the date of the last sale of any Registrable Securities to the Investor pursuant to the Purchase Agreement; and (iv) the date on which such Registrable Security has been sold or otherwise transferred pursuant to Rule 144 (or another exemption from registration under the Securities Act), and the transferee is able to immediately resell such security without restriction or current public information requirements under Rule 144.
3. Related Obligations.
The Company shall use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof, and, pursuant thereto, during the term of this Agreement, the Company shall have the following obligations:
(a) The Company shall promptly prepare and file with the Commission the Initial Registration
Statement pursuant to Section 2(a) hereof and one or more New Registration Statements pursuant to Section 2(c) hereof with respect to the Registrable Securities, but in no event later than the applicable Filing Deadline therefor, and the Company use its commercially reasonable efforts to cause each such Registration Statement to become effective as soon as practicable after such filing, but in no event later than the applicable Effectiveness Deadline therefor. Subject to Allowable Grace Periods, the Company shall keep each Registration Statement effective (and the Prospectus contained therein available for use) pursuant to Rule 415 for resales by the Investor on a continuous basis at then-prevailing market prices (and not fixed prices) at all times until the earlier of (i) the date on which the Investor shall have sold all of the Registrable Securities covered by such Registration Statement and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registrable Securities (or, if applicable, the date on which such securities cease to be Registrable Securities after the date of termination of the Purchase Agreement) (the “Registration Period”). Notwithstanding anything to the contrary contained in this Agreement (but subject to the provisions of Section 3(q) hereof), the Company shall ensure that, when filed and at all times while effective, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the Prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of Prospectuses, in the light of the circumstances in which they were made) not misleading. The Company shall submit to the Commission, as soon as reasonably practicable after the date that the Company learns that no review of a particular Registration Statement will be made by the Staff or that the Staff has no further comments on a particular Registration Statement (as the case may be), a request for acceleration of effectiveness of such Registration Statement to a time and date as soon as reasonably practicable in accordance with Rule 461 under the Securities Act.
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(b) Subject to Section 3(q) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the Commission such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement and the Prospectus used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained therein current and available for use) at all times during the Registration Period for such Registration Statement, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company required to be covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the Investor. Without limiting the generality of the foregoing, the Company covenants and agrees that (i) at or before 8:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Company shall file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (or post-effective amendment thereto), and (ii) if the transactions contemplated by any Purchase are material to the Company (individually or collectively with all other prior Purchases, the consummation of which have not previously been reported in any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act or in any report, statement or other document filed by the Company with the Commission under the Exchange Act), or if otherwise required under the Securities Act (or the interpretations of the Commission thereof), in each case as reasonably determined by the Company and the Investor, then, at or before 8:30 a.m., New York City time, on the first (1st) Trading Day immediately following the Purchase Date, if a Purchase Notice was properly delivered to the Investor hereunder in connection with such Purchase, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with respect to the Purchase(s), the total Purchase Price for the Shares subject to such Purchase(s) (as applicable), the applicable Purchase Price(s) for such Shares and the net proceeds that are to be (and, if applicable, have been) received by the Company from the sale of such Shares. To the extent not previously disclosed in the Prospectus or a Prospectus Supplement, the Company shall disclose in its Quarterly Reports on Form 10-Q and in its Annual Reports on Form 10-K the information described in the immediately preceding sentence relating to all Purchase(s) consummated during the relevant fiscal quarter and shall file such Quarterly Reports and Annual Reports with the Commission within the applicable time period prescribed for such report under the Exchange Act. In the case of amendments and supplements to any Registration Statement on Form S-3 or Prospectus related thereto which are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement and Prospectus, if applicable, or shall file such amendments or supplements to the Registration Statement or Prospectus with the Commission on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement or Prospectus, for the purpose of including or incorporating such report into such Registration Statement and Prospectus. The Company consents to the use of the Prospectus (including, without limitation, any supplement thereto) included in each Registration Statement in accordance with the provisions of the Securities Act and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable Securities may be sold by the Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter as such Prospectus (including, without limitation, any supplement thereto) (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by the Securities Act to be delivered in connection with resales of Registrable Securities.
(c) The Company shall (A) permit Legal Counsel an opportunity to review and comment upon
(i) each Registration Statement at least two (2) Business Days prior to its filing with the Commission and
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(ii) all amendments and supplements to each Registration Statement (including, without limitation, the Prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports or Prospectus Supplements the contents of which is limited to that set forth in such reports) within a reasonable number of days prior to their filing with the Commission, and (B) shall reasonably consider any comments of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained therein. The Company shall promptly furnish to Legal Counsel, without charge, (i) electronic copies of any correspondence from the Commission or the Staff to the Company or its representatives relating to each Registration Statement (which correspondence shall be redacted to exclude any material, non-public information regarding the Company or any of its Subsidiaries), (ii) after the same is prepared and filed with the Commission, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto; provided, however, the Company shall not be required to furnish any document (other than the Prospectus, which may be provided in .PDF format) to Legal Counsel to the extent such document is available on EDGAR).
(d) Without limiting any obligation of the Company under the Purchase Agreement, the Company shall promptly furnish to the Investor, without charge, (i) after the same is prepared and filed with the Commission, at least one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by the Investor, all exhibits thereto, (ii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as the Investor may reasonably request from time to time) and (iii) such other documents, including, without limitation, copies of any final Prospectus and any Prospectus Supplement thereto, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor; provided, however, the Company shall not be required to furnish any document (other than the Prospectus, which may be provided in .PDF format) to the Investor to the extent such document is available on EDGAR).
(e) The Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement under such other securities or “Blue Sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments (including, without limitation, post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “Blue Sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.
(f) The Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable after becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a
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material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(q), promptly prepare a supplement or amendment to such Registration Statement and such Prospectus contained therein to correct such untrue statement or omission and deliver one (1) electronic copy of such supplement or amendment to Legal Counsel and the Investor (or such other number of copies as Legal Counsel or the Investor may reasonably request). The Company shall also promptly notify Legal Counsel and the Investor in writing (i) when a Prospectus or any Prospectus Supplement or post-effective amendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and the Investor by facsimile or e-mail on the same day of such effectiveness and by overnight mail), and when the Company receives written notice from the Commission that a Registration Statement or any post-effective amendment will be reviewed by the Commission, (ii) of any request by the Commission for amendments or supplements to a Registration Statement or related Prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate and (iv) of the receipt of any request by the Commission or any other federal or state governmental authority for any additional information relating to the Registration Statement or any amendment or supplement thereto or any related Prospectus. The Company shall respond as promptly as reasonably practicable to any comments received from the Commission with respect to a Registration Statement or any amendment thereto. Nothing in this Section 3(f) shall limit any obligation of the Company under the Purchase Agreement.
(g) The Company shall (i) use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the loss of an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible time and (ii) notify Legal Counsel and the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding.
(h) The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.
(i) Without limiting any obligation of the Company under the Purchase Agreement, the Company shall use its commercially reasonable efforts either to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on the Trading Market, or (ii) secure designation and quotation of all of the Registrable Securities covered by each Registration Statement on another Eligible Market. In addition, the Company shall reasonably cooperate with the Investor and any Broker-Dealer through which the Investor proposes to sell its Registrable Securities in effecting a filing with the Financial Industry Regulatory Authority, Inc. (“FINRA”) pursuant to FINRA Rule 5110 as requested by the Investor. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).
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(j) The Company shall cooperate with the Investor and, to the extent applicable, facilitate the timely preparation and delivery of Registrable Securities, as DWAC Shares, to be offered pursuant to a Registration Statement and enable such DWAC Shares to be in such denominations or amounts (as the case may be) as the Investor may reasonably request from time to time and registered in such names as the Investor may request. Investor hereby agrees that it shall cooperate with the Company, its counsel and its transfer agent in connection with any issuances of DWAC Shares, and hereby represents, warrants and covenants to the Company that that it will resell such DWAC Shares only pursuant to the Registration Statement in which such DWAC Shares are included, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities Act. DWAC Shares shall be free from all restrictive legends may be transmitted by the transfer agent to the Investor by crediting an account at DTC as directed in writing by the Investor.
(k) Upon the written request of the Investor, the Company shall as soon as reasonably practicable after receipt of notice from the Investor and subject to Section 3(p) hereof, (i) incorporate in a Prospectus Supplement or post-effective amendment such information as the Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such Prospectus Supplement or post-effective amendment after being notified of the matters to be incorporated in such Prospectus Supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement or Prospectus contained therein if reasonably requested by the Investor.
(l) The Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.
(m) The Company shall make generally available to its security holders (which may be satisfied by making such information available on EDGAR) as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the applicable Effective Date of each Registration Statement.
(n) The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission in connection with any registration hereunder.
(o) Within one (1) Business Day after each Registration Statement which covers Registrable Securities is declared effective by the Commission, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investor) confirmation that such Registration Statement has been declared effective by the Commission in the form attached hereto as Exhibit A.
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(p) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of this Section 3(p)), at any time after the Effective Date of a particular Registration Statement, the Company may, upon written notice to Investor, suspend Investor’s use of any prospectus that is a part of any Registration Statement (in which event the Investor shall discontinue sales of the Registrable Securities pursuant to such Registration Statement contemplated by this Agreement, but shall settle any previously made sales of Registrable Securities) if the Company (x) is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Company determines in good faith that (A) the Company’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause any Registration Statement (or such filings) to be used by Investor or to promptly amend or supplement any Registration Statement contemplated by this Agreement on a post effective basis, as applicable, or (y) has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Company, would materially adversely affect the Company (each, an “Allowable Grace Period”); provided, however, that in no event shall the Investor be suspended from selling Registrable Securities pursuant to any Registration Statement for a period that exceeds twenty (20) consecutive Trading Days or an aggregate of sixty (60) days in any 365-day period; and provided, further, the Company shall not effect any such suspension during (A) the first ten (10) consecutive Trading Days after the Effective Date of the particular Registration Statement, (B) the five (5)-Trading Day period commencing on the Commencement Date, or (C) the five (5)-Trading Day period commencing on the Purchase Date for each Purchase. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice, but in any event within one Business Day of such disclosure or termination, to the Investor and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement (including as set forth in the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable). Notwithstanding anything to the contrary contained in this Section 3(p), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which (i) the Company has made a sale to Investor and (ii) the Investor has entered into a contract for sale, and delivered a copy of the Prospectus included as part of the particular Registration Statement to the extent applicable, in each case prior to the Investor’s receipt of the notice of an Allowable Grace Period and for which the Investor has not yet settled.
4. Obligations of the Investor.
(a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor with respect to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.
(b) The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of each Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement.
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(c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(p) or the first sentence of 3(f), the Investor shall immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(p) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(p) or the first sentence of Section 3(f) and for which the Investor has not yet settled.
(d) The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.
5. Expenses of Registration.
All reasonable expenses of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for, and other expenses of, the Investor, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.
6. Indemnification.
(a) In the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its directors, officers, shareholders, members, Partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Exchange Act and each of the directors, officers, shareholders, members, Partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Investor Party” and collectively, the “Investor Parties”), against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees, costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the Commission, whether pending or threatened, whether or not an Investor Party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “Blue Sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented) or in any Prospectus Supplement or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading (the matters in the foregoing clauses (i) and (ii) being, collectively, “Violations”). Subject to Section 6(e), the Company shall reimburse
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the Investor Parties, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Investor Party arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Investor Party for such Investor Party expressly for use in connection with the preparation of such Registration Statement, Prospectus or Prospectus Supplement or any such amendment thereof or supplement thereto (it being hereby acknowledged and agreed that the written information set forth on Exhibit C attached hereto is the only written information furnished to the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement); (ii) shall not be available to the Investor to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the Prospectus (as amended or supplemented) made available by the Company (to the extent applicable), including, without limitation, a corrected Prospectus, if such Prospectus (as amended or supplemented) or corrected Prospectus was timely made available by the Company pursuant to Section 3(d) and then only if, and to the extent that, following the receipt of the corrected Prospectus no grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Investor Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant to Section 9.
(b) In connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, an “Company Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information relating to the Investor furnished to the Company by the Investor expressly for use in connection with such Registration Statement, the Prospectus included therein or any Prospectus Supplement thereto (it being hereby acknowledged and agreed that the written information set forth on Exhibit C attached hereto is the only written information furnished to the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement); and, subject to Section 6(e) and the below provisos in this Section 6(b), the Investor shall reimburse a Company Party any legal or other expenses reasonably incurred by such Company Party in connection with investigating or defending any such Claim; provided, however, the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld or delayed; and provided, further that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the applicable sale of Registrable Securities pursuant to such Registration Statement, Prospectus or Prospectus Supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant to Section 9.
(c) Promptly after receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencement of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor Party or Company Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the
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indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Investor Party or the Company Party (as the case may be); provided, however, an Investor Party or Company Party (as the case may be) shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory to such Investor Party or Company Party (as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include both such Investor Party or Company Party (as the case may be) and the indemnifying party, and such Investor Party or such Company Party (as the case may be) shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Investor Party or such Company Party and the indemnifying party (in which case, if such Investor Party or such Company Party (as the case may be) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof on behalf of the indemnified party and such counsel shall be at the expense of the indemnifying party, provided further that in the case of clause (iii) above the indemnifying party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for all Investor Parties or Company Parties (as the case may be). The Company Party or Investor Party (as the case may be) shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Company Party or Investor Party (as the case may be) which relates to such action or Claim. The indemnifying party shall keep the Company Party or Investor Party (as the case may be) reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Company Party or Investor Party (as the case may be), consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Company Party or Investor Party (as the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on the part of the Company Party. For the avoidance of doubt, the immediately preceding sentence shall apply to Sections 6(a) and 6(b) hereof. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Company Party or Investor Party (as the case may be) with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Investor Party or Company Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action.
(d) No Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of Registrable Securities who is not guilty of fraudulent misrepresentation.
(e) The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred; provided that any Person receiving any payment pursuant to this Section 6 shall promptly reimburse the Person making such payment for the amount of such payment to the extent a court of competent jurisdiction determines that such Person receiving such payment was not entitled to such payment.
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(f) The indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the Company Party or Investor Party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.
7. Contribution.
To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however: (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions of this Section 7, the Investor shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by the Investor from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that the Investor has otherwise been required to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission.
8. Reports Under the Exchange Act.
With a view to making available to the Investor the benefits of Rule 144, the Company agrees to:
(a) use its reasonable best efforts to make and keep public information available, as those terms are understood and defined in Rule 144;
(b) use its reasonable best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144;
(c) furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with the Commission if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration; and
(d) take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.
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9. Assignment of Registration Rights.
Neither the Company nor the Investor shall assign this Agreement or any of their respective rights or obligations hereunder.
10. Amendment or Waiver.
No provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Trading Day immediately preceding the date on which the Initial Registration Statement is initially filed with the Commission. Subject to the immediately preceding sentence, no provision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.
11. Miscellaneous.
(a) Solely for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from such record owner of such Registrable Securities.
(b) Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall be given in accordance with Section 10.4 of the Purchase Agreement.
(c) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. The Company and the Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the other party and to enforce specifically the terms and provisions hereof (without the necessity of showing economic loss and without any bond or other security being required), this being in addition to any other remedy to which either party may be entitled by law or equity.
(d) All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the
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remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
(e) The Transaction Documents set forth the entire agreement and understanding of the parties solely with respect to the subject matter thereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written, solely with respect to such matters. There are no promises, undertakings, representations or warranties by either party relative to subject matter hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in this Agreement to the contrary and without implication that the contrary would otherwise be true, nothing contained in this Agreement shall limit, modify or affect in any manner whatsoever (i) the conditions precedent to a Purchase contained in Article VII of the Purchase Agreement or (ii) any of the Company’s obligations under the Purchase Agreement.
(f) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. This Agreement is not for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective successors and the Persons referred to in Sections 6 and 7 hereof.
(g) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.
(h) This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.
(i) Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
(j) The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.
[Signature Pages Follow]
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IN WITNESS WHEREOF, Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.
COMPANY:
CTT Pharmaceutical Holdings, Inc.
By: Ryan Khouri
Name: Ryan Khouri
Title: CEO
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IN WITNESS WHEREOF, Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.
INVESTOR:
RH2 EQUITY PARTNERS
By: /s/ Richard Hawkins
Name: Richard Hawkins
Title: Managing Partner
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EXHIBIT A
FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT
[●]
[●]
[●]
Re: CTT Pharmaceutical Holdings, Inc.
Ladies and Gentlemen:
We are counsel to CTT Pharmaceutical Holdings, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Common Stock Purchase Agreement, dated September 19, 2025 (the “Purchase Agreement”), entered into by and among the Company and the Investor named therein (the “Holder”) pursuant to which the Company has issued and will issue to the Holder from time to time shares of the Company’s common stock, par value $0.00001 per share (the ”Common Stock”). Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated September 19, 2025, with the Holder (the “Registration Rights Agreement”), pursuant to which the Company agreed, among other things, to register the offer and sale by the Holder of the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on September 19, 2025 the Company filed a Registration Statement on Form S-3 (File No. 333-[●]) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) relating to the Registrable Securities which names the Holder as a selling stockholder thereunder and does not identify the Holder as an underwriter.
In connection with the foregoing, based solely on our review of the Commission’s EDGAR website, we advise you that the Registration Statement became effective under the Securities Act on [●], 202[●]. In addition, based solely on our review of the information made available by the Commission at http://www.sec.gov/litigation/stoporders.shtml, we confirm that the Commission has not issued any stop order suspending the effectiveness of the Registration Statement. To our knowledge, based solely on our participation in the conferences mentioned above regarding the Registration Statement and our review of the information made available by the Commission at http://www.sec.gov/litigation/stoporders.shtml, no proceedings for that purpose are pending or have been instituted or threatened by the Commission.
This letter shall serve as our standing opinion to you that the shares of Common Stock are freely transferable by the Holder pursuant to the Registration Statement, provided the Registration Statement remains effective.
This opinion letter is limited to the federal securities laws of the United States of America. We express no opinion as to matters relating to state securities laws or Blue Sky laws.
We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances which may hereafter come to our attention with respect to the opinion and statements expressed above, including any changes in applicable law that may hereafter occur.
This opinion letter is being delivered solely for the benefit of the person to whom it is addressed; accordingly, it may not be quoted, filed with any governmental authority or other regulatory agency or otherwise circulated or utilized for any purposes without our prior written consent.
Very truly yours,
[ISSUER’S COUNSEL]
By: _______________________
cc: RH2 Equity Partners
EXHIBIT B
SELLING STOCKHOLDER
This prospectus relates to the offer and sale by RH2 Equity Partners of up to [●] shares of common stock that have been and may be issued by us to RH2 Equity Partners under the Purchase Agreement. For additional information regarding the shares of common stock included in this prospectus, see the section titled “Plan of Distribution” below. We are registering the shares of common stock included in this prospectus pursuant to the provisions of the Registration Rights Agreement we entered into with RH2 Equity Partners on September 19, 2025 in order to permit the selling stockholder to offer the shares for resale from time to time. Except for the purchase by RH2 Equity Partners of certain of the Company’s convertible securities, preferred stock and promissory notes and the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement, RH2 Equity Partners has not had any material relationship with us within the past three years. As used in this prospectus, the term “selling stockholder” as used in this prospectus means RH2 Equity Partners in its capacity as a selling securityholder and not as an underwriter.
The table below presents information regarding the selling stockholder and the shares of common stock that may be resold by the selling stockholder from time to time under this prospectus. This table is prepared based on information supplied to us by the selling stockholder, and reflects holdings as of [●], 2025. The number of shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of common stock being offered for resale by the selling stockholder under this prospectus. The selling stockholder may sell some, all or none of the shares being offered for resale in this offering. We do not know how long the selling stockholder will hold the shares before selling them, and we know of no existing arrangements between the selling stockholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our common stock offered by this prospectus.
Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of common stock with respect to which the selling stockholder has voting power, including the power to vote or to direct the voting of such shares, and/or investment power, including the power to dispose or to direct the disposition of such shares. The percentage of shares of common stock beneficially owned by the selling stockholder prior to the offering shown in the table below is based on an aggregate of [●] shares of our common stock outstanding on [●], 2025.
Because the purchase price per share to be paid by the selling stockholder for the shares of common stock that we may, in our discretion, elect to sell to the selling stockholder from time to time after the date of this prospectus in Purchases pursuant to the Purchase Agreement, if any, will fluctuate based on the market prices of our common stock at the times we elect to sell such shares to the selling stockholder in Purchases under the Purchase Agreement, it is not possible for us to predict, as of the date of this prospectus and prior to any such Purchases under the Purchase Agreement, the actual number of shares of common stock that we will sell to the selling stockholder under the Purchase Agreement, which may be fewer than the number of shares of common stock being offered for resale by the selling stockholder under this prospectus. The fourth column assumes the resale by the selling stockholder of all of the shares of common stock being offered pursuant to this prospectus.
___________
| * | Represents beneficial ownership of less than 1% of the outstanding shares of our common stock. |
| (1) | In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that the selling stockholder may be required to purchase from us at our election from time to time after the date of this prospectus pursuant to Purchases under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of the selling stockholder’s control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the Purchases of common stock are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any shares of our common stock to the selling stockholder to the extent such shares, when aggregated with all other shares of our common stock then beneficially owned by the selling stockholder, would cause the selling stockholder’s beneficial ownership of common stock to exceed the 4.99% Beneficial Ownership Limitation. The Purchase Agreement also prohibits us from issuing or selling shares of our common stock under the Purchase Agreement in excess of the 19.99% Maximum Common Stock Issuance, unless we obtain stockholder approval to do so, or unless sales of common stock are made at a price equal to or greater than $[●] per share, such that the Maximum Common Stock Issuance limitation would not apply under applicable OTC Market rules. Neither the Beneficial Ownership Limitation nor the Maximum Common Stock Issuance (to the extent applicable under OTC Market rules) may be amended or waived under the Purchase Agreement. |
| (2) | Applicable percentage ownership is based on [●] shares of our common stock outstanding as of [●], 2025. |
| (3) | Assumes the sale of all shares being offered pursuant to this prospectus. |
| (4) | The business address of RH2 Equity Partners is 8 The Green Suite R, Dover, DE 19901 |
PLAN OF DISTRIBUTION
The shares of common stock offered by this prospectus are being offered by the selling stockholder, RH2 Equity Partners. RH2 Equity Partners may sell or distribute the shares from time to time directly to one or more purchasers or through registered broker-dealers acting solely as agents. These sales may be made at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices, or at fixed prices, which may be subject to change. The sale of the shares of our common stock offered by this prospectus could be effected in one or more of the following methods:
| ● | ordinary brokers’ transactions; |
| ● | transactions involving cross or block trades; |
| ● | through brokers, dealers who may act solely as agents; |
| ● | “at the market” into an existing market for our common stock; |
| ● | in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; |
| ● | in privately negotiated transactions; or |
| ● | any combination of the foregoing. |
In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.
RH2 Equity Partners has informed us that it intends to use one or more registered broker-dealers to effectuate all sales, if any, of our common stock that it has acquired and may in the future acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer will be acting as agent of RH2 Equity Partners and not as an underwriter, and RH2 Equity Partners has informed us that each such broker-dealer will receive commissions from RH2 Equity Partners that will not exceed customary brokerage commissions.
Brokers, dealers, or agents participating in the distribution of the shares of our common stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the selling stockholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of shares of our common stock sold by the selling stockholder may be less than or in excess of customary commissions. Neither we nor the selling stockholder can presently estimate the amount of compensation that any agent will receive from any purchasers of shares of our common stock sold by the selling stockholder.
We know of no existing arrangements between the selling stockholder or any other stockholder, broker, dealer, or agent relating to the sale or distribution of the shares of our common stock offered by this prospectus.
We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the selling stockholder, including the names of any brokers, dealers, or agents participating in the distribution of such shares by the selling stockholder, any compensation paid by the selling stockholder to any such brokers, dealers, or agents, and any other required information.
We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our common stock covered by this prospectus by the selling stockholder.
We also have agreed to indemnify RH2 Equity Partners and certain other persons against certain liabilities in connection with the offering of shares of our common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. RH2 Equity Partners has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by RH2 Equity Partners specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
We estimate that the total expenses for the offering will be approximately $[●].
RH2 Equity Partners has represented to us that at no time prior to the date of the Purchase Agreement has RH2 Equity Partners or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. RH2 Equity Partners has agreed that during the term of the Purchase Agreement, neither RH2 Equity Partners nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.
We have advised the selling stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.
This offering will terminate on the date that all shares of our common stock offered by this prospectus have been sold by the selling stockholder.
Our common stock is currently listed on the OTC Markets under the symbol “APHP”.
EXHIBIT C
The business address of RH2 Equity Partners is 8 The Green, Suite R, Dover, DE 19901. RH2 Equity Partners is a private investment firm. Richard Hawkins and Robert Hymers serve as the managing principals of RH2 Equity Partners. As such, each of Mr. Hawkins and Mr. Hymers may be deemed to have sole voting and investment power with respect to the securities beneficially owned, directly or indirectly, by RH2 Equity Partners. RH2 Equity Partners has advised us that it is not a member of the Financial Industry Regulatory Authority (“FINRA”) and is not an independent broker-dealer. The foregoing statements should not be construed as an admission by Mr. Hawkins or Mr. Hymers as to beneficial ownership of any securities held directly or indirectly by RH2 Equity Partners.
RH2 Equity Partners has represented to us that, at no time prior to the execution of the Purchase Agreement, did it, or any of its affiliates, agents, representatives, or any entity managed or controlled by it, engage in or effect, directly or indirectly, for its own principal account, any short sale (as defined in Rule 200 of Regulation SHO under the Exchange Act) or any hedging transaction that establishes a net short position with respect to our common stock. RH2 Equity Partners has further agreed that, during the term of the Purchase Agreement, neither it nor any of its affiliates, agents, representatives, or any entity managed or controlled by it will enter into or effect, directly or indirectly, any such transactions for its own principal account or the principal account of any other such entity.
Exhibit 99.1
Weighted Average Shares Outstanding Calculation
The weighted average shares outstanding were calculated by applying each stock issuance or cancellation on its effective date and weighting the resulting outstanding shares by the number of days each balance was outstanding during the year. For 2025, the calculation assumes no changes occurred after December 29, 2025, based on the transfer report.
Year Ended December 31, 2024
Beginning shares outstanding, January 1, 2024: 51,392,381
| Period | Days | Shares Outstanding | Weighted Shares |
| January 1, 2024 to January 11, 2024 | 11 | 51,392,381 | 565,316,191 |
| January 12, 2024 to February 1, 2024 | 21 | 53,197,381 | 1,117,145,001 |
| February 2, 2024 to April 22, 2024 | 81 | 50,197,381 | 4,065,987,861 |
| April 23, 2024 to May 5, 2024 | 13 | 50,697,381 | 659,065,953 |
| May 6, 2024 to May 30, 2024 | 25 | 51,217,381 | 1,280,434,525 |
| May 31, 2024 to June 6, 2024 | 7 | 52,717,381 | 369,021,667 |
| June 7, 2024 to June 11, 2024 | 5 | 52,767,381 | 263,836,905 |
| June 12, 2024 to July 4, 2024 | 23 | 52,604,337 | 1,209,899,751 |
| July 5, 2024 to July 28, 2024 | 24 | 52,929,337 | 1,270,304,088 |
| July 29, 2024 to September 5, 2024 | 39 | 52,979,337 | 2,066,194,143 |
| September 6, 2024 to October 19, 2024 | 44 | 53,729,337 | 2,364,090,828 |
| October 20, 2024 to December 4, 2024 | 46 | 53,879,337 | 2,478,449,502 |
| December 5, 2024 to December 31, 2024 | 27 | 54,069,337 | 1,459,872,099 |
Total weighted shares: 19,169,618,514
Divide by 366 days in 2024: 19,169,618,514 ÷ 366 = 52,376,006.87
Weighted average shares outstanding, 2024: 52,376,007
Year Ended December 31, 2025
Beginning shares outstanding, January 1, 2025: 54,069,337
Total weighted shares: 21,013,459,925
Divide by 365 days in 2025: 21,013,459,925 ÷ 365 = 57,571,123.08
Weighted average shares outstanding, 2025: 57,571,123