Quarterly report pursuant to Section 13 or 15(d)

Shareholders??? Equity

Shareholders’ Equity
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Shareholders’ Equity

7. Shareholders’ Equity


Common Stock


Reverse Stock Split


On December 22, 2022, the Board of Directors approved an amendment to our Amended and Restated Articles of Incorporation to effect a reverse stock split of our common stock by a ratio of one for sixty. The Company’s common stock began trading on a split-adjusted basis on January 23, 2023. All references to common stock for the comparative three and nine-month periods ended September 30, 2022, have been adjusted to reflect the effect of the reverse split. The stock split was also reflected in the December 31, 2022 stock amounts.


Shares issued under At-The-Market (“ATM”) program


On February 24, 2023 the Company entered into an ATM with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) to sell shares of its common stock. The Company intends to use the proceeds from the ATM to continue funding its pre-clinical development of its SARS-CoV-2 vaccine candidates, Terra CoV-2 and NT-CoV2-1 and its lantibiotics program and for the general corporate purposes, including capital expenditures, working capital, and research and development activities. However, the Company did not issue any shares of common stock under its ATM with Ladenburg during the three and nine-month periods ended September 30, 2023.


Other Share Issuances


On August 4, 2023 the Company entered into a Securities Purchase Agreement (the “Agreement”) to issue in a private placement (the “Offering”) an aggregate of i) 404,728 shares of the Company’s common stock, $0.01 par value (the “Common Stock”), and ii) 404,728 of Series E Mirroring Preferred Stock (the” Series E Preferred Stock”). The rights and preferences of the Series E Preferred Stock are set forth in the Certificate of Designation that was filed with the Secretary of State for the State of Florida. The private placement generated gross proceeds of $850,000.



Preferred Stock


Issuance of Series E Preferred Stock


Related to the August 4, 2023 Offering an aggregate of 404,728 shares of Series E Mirroring Preferred Stock were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, have not been registered under the Act, or applicable state securities laws. Accordingly, the Common Stock and Series E Preferred Stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.


The Company is proposing an amendment to its Amended and Restated Articles of Incorporation, in connection with the Company’s annual meeting of shareholders, to effect an increase in the shares of Common Stock the Company is authorized to issue from 4,166,666 shares of Common Stock to 350,000,000 shares of Common Stock. The Series E Preferred Stock has super voting rights on the proposed amendment equal to 2,500 votes per share of Series E Preferred Stock. Pursuant to the Purchase Agreement, the investors have agreed to vote in favor of the amendment. The Series E Preferred will vote in favor and against the amendment in the same proportion as the shares of common stock cast at the annual meeting in favor and against the amendment. In the event that the amendment is effected, each share of Series E Mirroring Preferred Stock shall be automatically transferred to the Company and cancelled for no consideration on the effective date of the amendment with no action on behalf of the holder and such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series E Mirroring Preferred Stock. In the event that the amendment is not approved, the 404,728 shares of Series E Mirroring Preferred Stock will remain issued and outstanding.