As filed with the Securities and ExchangeCommission on June 21, 2022

Registration Statement No. 333-       

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Nanomix Corporation

(Exact name of registrantas specified in its charter)

Nanomix Corp.

2121 Williams St.

San Leandro, CA 94577

(510) 428-5300

(Address and telephone numberof registrant’s principal executive offices)

David Ludvigson

Nanomix Corp.

Chief Executive Officer

2121 Williams St.

San Leandro, CA 94577

(510) 428-5300

(Name, address, includingzip code, and telephone number, including area code, of agent for service)

Stephen A. Cohen

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112-0015

Telephone: (212) 653-8700

Facsimile: (212) 653-8701

Approximate date of commencement of proposed saleto the public:

As soon as practicable after the effective dateof this registration statement becomes effective.

If any of the securities beingregistered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933check the following box:  ☒

If this Form is filed to registeradditional securities for a registration statement pursuant to Rule 462(b) under the Securities Act, please check the following boxand list the Securities Act registration statement number of the earlier effective registration statement for the same registration statement. ☐

If this Form is a post-effectiveamendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same registration statement.  ☐

If this Form is a post-effectiveamendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same registration statement.  ☐

Indicate by check mark whetherthe registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 financialaccounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant herebyamends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant will filea further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933, as amended, or until the registration statement will become effective on such date as the Securities andExchange Commission, acting pursuant to said Section 8(a), may determine.

The information inthis preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filedwith the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offerto buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION,DATED JUNE 21, 2022

NANOMIX CORP.

19,507,630 Shares of Common Stock

This prospectus relates tothe sale from time to time of up to 19,507,630 shares of common stock held by the selling stockholders named in this prospectus, including(i) up to 7,500,000 shares of common stock issuable upon conversion of outstanding series D convertible preferred stock, or the SeriesD Preferred Stock, (ii) up to 2,250,000 shares of common stock issuable upon exercise of certain outstanding warrants issued or to beissued in connection with the issuer of the Series D Preferred Stock, the GHS Warrants, (iii) up to 416,032 shares of common stock issuableupon exercise of certain outstanding warrants assumed by the Company in connection with the merger with Nanomix, Inc., or the Merger Warrants,(iv) up to 7,904,822 shares of common stock issued in connection with the merger with Nanomix, Inc., or the Merger Shares, and (v) upto 1,302,123 shares of common stock that were issued upon the automatic conversion of our Series B convertible preferred Stock, the ConversionShares and (vi) up to 134,653 shares of common stock that were issued upon the Company’s acquisition of CureDM Group Holdings LLC,or the CureDM Shares. The Series D Preferred Stock and March 2022 Warrants are subject to a blocker provision, or the Blocker, which restrictsthe conversion of the Series D Preferred Stock and exercise of a GHS Warrants if, as a result of such exercise, the holder, together withits affiliates and any other person whose beneficial ownership of common stock would be aggregated with the holder’s for purposesof Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, would beneficially own in excess of 9.99% ofour then issued and outstanding shares of common stock (including the shares of Common Stock issuable upon such conversion and/or exercise).

We are not selling any commonstock under this prospectus and will not receive any of the proceeds from the sale of shares by the selling stockholders. We will, however,receive the net proceeds of any GHS Warrants and Merger Warrants exercised for cash.

The selling stockholders identifiedin this prospectus may offer the shares from time to time through public or private transactions at fixed prices, at prevailing marketprices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or atnegotiated prices. The registration of the shares of common stock on behalf of the selling stockholders, however, does not necessarilymean that any of the selling stockholders will offer or sell their shares under this registration statement or at any time in the nearfuture. We provide more information about how the selling stockholders may sell their shares of common stock in the section entitled “Planof Distribution” on page 83.

The selling stockholders willbear all commissions and discounts, if any, attributable to the sale or disposition of the shares, or interests therein and all costs,expenses and fees in connection with the registration of the shares. We will not be paying any underwriting discounts or commissions inthis offering or costs, expenses, and fees in connection with the registration of the shares of common stock described in this prospectus.We will pay the expenses of registering the shares.

Our common stock is tradedon the OTCQB maintained by OTC Markets Group, Inc. under the symbol “NNMX.” On June 17, 2022, the last reported sale priceof our common stock was $0.62 per share.

On March 2, 2022, we consummateda 1-for-173 reverse split of our preferred stock and common stock, which we refer to as the reverse split, and all of the shares of ouroutstanding preferred stock converted to common stock. Unless otherwise noted in this registration statement on Form S-1 of which thisprospectus forms a part and except as set forth in the financial statements included in this prospectus, all share numbers and pricesare presented on a reverse stock split basis. No fractional shares of common stock were issued in connection with the reverse split, andall such fractional interests were rounded up to the nearest whole number. Issued and outstanding stock options and warrants were spliton the same basis and exercise prices will be adjusted accordingly. Unless otherwise noted in this registration statement on Form S-1of which this prospectus forms a part and except as set forth in the financial statements included in this prospectus, all share numbersand prices are presented on a reverse split basis.

An investment in our commonstock involves a high degree of risk. See “Risk Factors” on page 11 of this prospectus for more information onthese risks.

Neither the U.S. Securitiesand Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacyor accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is         ,2022.

TABLE OF CONTENTS

We have not authorized anyone to provide anyinformation or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared byor on behalf of us or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliabilityof, any other information that others may give to you. The information contained in this prospectus is accurate only as of the date ofthis prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock.

You should rely only on the information containedin this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this prospectus.This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or saleis not permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of deliveryof this prospectus or of any sale of these securities.

ABOUT THIS PROSPECTUS

In this prospectus, unless otherwise noted, referencesto “the Company,” “NNMX,” “we,” “us,” and “our” refer to Nanomix Corp. andits subsidiaries.

Neither we, nor any of our officers, directors,agents or representatives or underwriters, make any representation to you about the legality of an investment in our common stock. Youshould not interpret the contents of this prospectus or any free writing prospectus to be legal, business, investment or tax advice. Youshould consult with your own advisors for that type of advice and consult with them about the legal, tax, business, financial and otherissues that you should consider before investing in our common stock.

You should rely only on the information containedin this prospectus or in any amended prospectus that we may authorize to be delivered or made available to you. We and the underwriterhave not authorized anyone to provide you with different information.

The information in this prospectus is accurateonly as of the date hereof, regardless of the time of its delivery or any sale of shares of our common stock.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements.These forward-looking statements contain information about our expectations, beliefs or intentions regarding our product development andcommercialization efforts, business, financial condition, results of operations, strategies or prospects, and other similar matters. Theseforward-looking statements are based on management’s current expectations and assumptions about future events, which are inherentlysubject to uncertainties, risks and changes in circumstances that are difficult to predict. These statements may be identified by wordssuch as “expects,” “plans,” “projects,” “will,” “may,” “anticipates,”“believes,” “should,” “intends,” “estimates,” and other words of similar meaning.

These statements relate to future events or ourfuture operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actualresults, performance or achievements to be materially different from any future results, performance or achievements expressed or impliedby these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, amongother things, those listed under the section titled “Risk Factors” and elsewhere in this prospectus, in any related prospectussupplement and in any related free writing prospectus.

Any forward-looking statement in this prospectus,in any related prospectus supplement and in any related free writing prospectus reflects our current view with respect to future eventsand is subject to these and other risks, uncertainties and assumptions relating to our business, results of operations, industry and futuregrowth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. No forward-looking statementis a guarantee of future performance. You should read this prospectus, any related prospectus supplement and any related free writingprospectus and the documents that we reference herein and therein and have filed as exhibits hereto and thereto completely and with theunderstanding that our actual future results may be materially different from any future results expressed or implied by these forward-lookingstatements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, evenif new information becomes available in the future.

This prospectus, any related prospectus supplementand any related free writing prospectus also contain or may contain estimates, projections and other information concerning our industry,our business and the markets for our products, including data regarding the estimated size of those markets and their projected growthrates. We obtained the industry and market data in this prospectus from our own research as well as from industry and general publications,surveys and studies conducted by third parties. This data involves a number of assumptions and limitations and contains projections andestimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty, includingthose discussed in “Risk Factors.” We caution you not to give undue weight to such projections, assumptions and estimates.Further, industry and general publications, studies and surveys generally state that they have been obtained from sources believed tobe reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that these publications,studies and surveys are reliable, we have not independently verified the data contained in them. In addition, while we believe that theresults and estimates from our internal research are reliable, such results and estimates have not been verified by any independent source.

RISK FACTORS

An investment in our securities involves ahigh degree of risk. Before making an investment decision, you should give careful consideration to the following risk factors, in additionto the other information included in this prospectus, including our financial statements and related notes, before deciding whether toinvest in our securities. The occurrence of any of the adverse developments described in the following risk factors could materially andadversely harm our business, financial condition, results of operations or prospects. In that case, the trading price of our common stockcould decline, and you may lose all or part of your investment.

Risks Related to Our Financial Position andNeed for Additional Capital

The COVID-19 pandemic could materially adversely affect our business,financial condition and results of operations.

The COVID-19 pandemic, the measures attemptedto contain and mitigate the effects of the virus, including travel bans and restrictions, shelter-in-place, quarantine and other similargovernmental orders and restrictions on trade put in place around the world have caused widespread disruption in global economies, productivityand financial markets and have materially altered the way in which we conduct our day-to-day business.

The full extent to which the COVID-19 pandemicand the various responses to it impact our business, operations and financial results will depend on numerous evolving factors that wemay not be able to accurately predict, including: the duration and scope of the pandemic, including any potential future waves of thepandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; disruptionsor restrictions on our employees’ ability to work and travel; and potential impact on the timeliness of FDA and other regulatorybodies review and approval of our products. While some of our business operations can be performed remotely, our product development andproduction activities need to be conducted on-site. Additionally, many of our employees are juggling additional work-related and personalchallenges, including adjusting communication and work practices to collaborate remotely with work colleagues and business partners, managingtechnical and communication challenges of working from home, balancing the need to be on-site for many activities, , looking after childrenas a result of remote-learning and school closures, making plans for childcare and caring for themselves, family members or other dependentswho are or may become ill. We will continue to actively monitor the issues raised by the COVID-19 pandemic and may take further actionsthat alter our business operations, including as may be required by federal, state, local or foreign authorities or that we determineare in the best interests of our employees, potential business partners and stockholders.

The duration and extent of the impact from theCOVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmissionrate of the virus, the existence of any additional waves of the pandemic, the extent and effectiveness of containment actions, treatmentand prevention measures, including vaccines, and the impact of these and other factors on our employees and potential customers and businesspartners. If we are not able to respond to and manage the impact of such events effectively, our business may be harmed.

We have incurred significant losses sinceinception and expect to incur losses in the future. We cannot be certain that we will achieve or sustain profitability.

We have incurred significant losses since inceptionthrough March 31, 2022 and expect to incur losses in the future. Our accumulated deficit as of March 31, 2022, December 31, 2021 and December31, 2020 was approximately $109.7 million, $106.8 million and $97.3 million, respectively, and we incurred net losses each year sinceinception. We expect that our losses may continue for at least the next few years as we will be required to invest significant additionalfunds toward the continued development and commercialization of our technology. Our ability to achieve or sustain profitability dependson numerous factors, many of which are beyond our control, including the market acceptance of our products and future product candidates,future product development, our ability to achieve marketing clearance from the FDA and international regulatory clearance for futureproduct candidates, our ability to compete effectively against an increasing number of competitors and new products, and our market penetrationand margins. In spite of efforts to ramp sales of our products, we may never be able to generate sufficient revenue to achieve or sustainprofitability.

Our financial situation creates doubt whetherwe will continue as a going concern.

Our independent registered public accounting firmhas issued a report for our financial statements at December 31, 2021 that includes an explanatory paragraph referring to our recurringlosses from operations, which raises substantial doubt about our ability to continue as a going concern. We have not generated substantialrevenues to date. For the years ended December 31, 2021 and 2020, the Company had losses of $9.5 million and $6.2 million, respectively.For the three months ended March 31, 2022, the Company had losses of $2.8 million. There can be no assurances that we will be able toachieve a level of revenues adequate to generate sufficient cash flow from operations or additional financing through private placements,public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated fromany private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. Noassurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raisesubstantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced todiscontinue operations, which would cause investors to lose their entire investment. Our auditors have indicated that these conditionsraise substantial doubt about the Company’s ability to continue as a going concern.

We will need to raise additional funding,which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay,limit or terminate our product development efforts or other operations.

We will need to continue to seek capital fromtime to time to continue development of our advanced mobile POC diagnostic system and to acquire and develop other products. Once approvedfor commercialization, we cannot provide any assurances that any revenues it may generate in the future will be sufficient to fund ourongoing operations. We expect that our current cash position is insufficient to fund our operations beyond the current period. However,our operating plan may change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner thanplanned, through public or private equity or debt financings, government or other third-party funding, marketing and distribution arrangementsand other collaborations, strategic alliances and licensing arrangements or a combination of these approaches. In any event, we will requireadditional capital to obtain regulatory approval for, and to commercialize, our product candidates. Raising funds in the current economicenvironment may present additional challenges. Even if we believe we have sufficient funds for our current or future operating plans,we may seek additional capital if market conditions are favorable or if we have specific strategic considerations.

Any additional fundraising efforts may divertour management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our product candidates.In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all.Moreover, the terms of any financing may adversely affect the holdings or the rights of our stockholders and the issuance of additionalsecurities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our shares to decline. Thesale of additional equity or convertible securities may dilute our existing stockholders. The incurrence of indebtedness would resultin increased fixed payment obligations and we may be required to agree to certain restrictive covenants, such as limitations on our abilityto incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictionsthat could adversely impact our ability to conduct our business. We could also be required to seek funds through arrangements with collaborativepartners or otherwise at an earlier stage than otherwise would be desirable and we may be required to relinquish rights to some of ourtechnologies or product candidates or otherwise agree to terms unfavorable to us, any of which may have a material adverse effect on ourbusiness, operating results and prospects.

If we are unable to obtain funding on a timelybasis, we may be required to significantly curtail, delay or discontinue one or more of our research or development programs or the commercializationof any product candidate or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, whichcould materially affect our business, financial condition and results of operations.

Our inability to raise capital on acceptableterms in the future may cause us to delay, diminish, or curtail certain operational activities as we have done during the fiscal yearended December 31, 2021, including research and development activities, sales and marketing, and other operations, in order to reducecosts and sustain the business, and such inability would have a material adverse effect on our business and financial condition.

We expect capital outlays and operating expendituresto increase over the next several years as we work to expand our commercial activities, expand our development activities, expand manufacturingoperations and expand our infrastructure. We may need to raise additional capital to, among other things:

Our present and future funding requirements willdepend on many factors, including but not limited to:

Raising additional capital will cause dilutionto our existing stockholders and may restrict our operations or require us to relinquish certain intellectual property rights.

We will seek additional capital through a combinationof public and private equity offerings, debt financings, strategic partnerships and alliances, licensing arrangements and grants. To theextent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our existingstockholders may be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders.Debt and receivables financings may be coupled with an equity component, such as warrants to purchase shares, which could also resultin dilution of our existing stockholders’ ownership. The incurrence of indebtedness would result in increased fixed payment obligationsand could also result in certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on ourability to acquire or license intellectual property rights and other operating restrictions that could adversely impact our ability toconduct our business. If we raise additional funds through strategic partnerships and alliances and licensing arrangements with thirdparties, we may have to relinquish valuable rights to our product candidates, or grant licenses on terms that are not favorable to us.A failure to obtain adequate funds may cause us to curtail certain operational activities, including research and development, regulatorytrials, sales and marketing, and manufacturing operations, in order to reduce costs and sustain the business, and would have a materialadverse effect on our business and financial condition.

We may be at risk of securities class action litigation.

We may be at risk of securities class action litigation.This risk is especially relevant for us due to our dependence on regulatory approvals of our diagnostic tests. In the past, life sciencecompanies have experienced significant stock price volatility, particularly when associated with binary events such as clinical trialsand product approvals. Additionally, due to our price volatility and our high demand for cash to fund operations, we have had to conducta number of reverse stock splits and highly dilutive financings to continue as a going concern which exposes us to additional risk ofsecurities class action litigation. If we face such litigation, it could result in substantial costs and a diversion of management’sattention and resources, which could harm our business and result in a decline in the market price of our common stock. If such lawsuitswere successful we may not be able to pay awarded damages and we may be forced into bankruptcy which would likely result in the completeloss of your investment.

Market and economic conditions may negativelyimpact our business, financial condition and share price.

In recent years, concerns over inflation, energycosts, geopolitical issues, the U.S. mortgage market and a declining real estate market, unstable global credit markets and financialconditions, and volatile oil prices have led to periods of significant economic instability, diminished liquidity and credit availability,declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slowerglobal economic growth going forward, increased unemployment rates, and increased credit defaults. Our general business strategy may beadversely affected by any such economic downturns, volatile business environments and unstable or unpredictable economic and market conditions.If these conditions occur, deteriorate or do not improve, it may make any necessary debt or equity financing more difficult to complete,more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a materialadverse effect on our growth strategy, financial performance, and share price and could require us to delay or abandon development orcommercialization plans. In addition, there is a risk that one or more of our current and future service providers, manufacturers, suppliers,hospitals and other medical facilities, our third party payors, and other partners could be negatively affected by these difficult economictimes, which could adversely affect our ability to attain our operating goals on schedule and on budget or meet our business and financialobjectives.

The small size of the Company’s accountingstaff has limited segregation of financial duties which could result in material misstatements in our financial statements in future periods.

The Company’s CEO and Controller have identifiedcontrol deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. The small sizeof the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefitof such remediation.

Although the Company has hired a Controller towork on SEC reporting and accounting matters, we expect that the Company will need to hire accounting personnel with the requisite knowledgeto improve the levels of review of accounting and financial reporting matters. The Company may experience delays in doing so and any suchadditional employees would require time and training to learn the Company’s business and operating processes and procedures. Forthe near-term future, until such personnel are in place, this will continue to be a weakness in the Company’s internal control overfinancial reporting that could result in material misstatements in the Company’s financial statements not being prevented or detected.

In addition, other control weaknesses or deficienciesmay be identified in the future. If we are unable to correct such weaknesses or deficiencies in internal controls in a timely manner,our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rulesand forms of the SEC will be adversely affected, and could result in material misstatements in our financial statements in future periods.This failure could negatively affect the market price and trading liquidity of our common stock, cause investors to lose confidence inour reported financial information, subject us to civil and criminal investigations and penalties, and generally materially and adverselyimpact our business and financial condition.

Risks Related to the March 2022 Private Placement

If the holders of our Series D PreferredStock elect to convert into shares of our common stock, our stockholders will experience substantial dilution in their investment.

If the holders of these Notes were to elect toconvert all of the stated value of the Series D Preferred Stock (and assuming no interest has accrued on the principal amount) into sharesof our common stock at the Conversion Price of $2.08, we would be required to issue approximately 1.45 million shares. These conversionswould result in significant dilution to the investments of our existing stockholders.

The holders of our Series D Preferred Stockhave certain rights upon an event of default under the Notes which could harm our business, financial condition and results of operationsand could require us to curtail or cease or operations.

Under the certificate of designations for theSeries D Preferred Stock, following a “Triggering Event”, all outstanding shares ofSeries D Preferred Stock shall come immediately due for redemption and the redemption amount shall accrue interest at the lesser of: (a)eighteen percent (18%) per annum; or (b) the maximum legal rate. Redemption following a Triggering Event shall occur at an amount equaling:1.35 multiplied by the sum of the stated value of the Series D Preferred Stock, all accrued but unpaid dividends and all other amountsdue. Additionally, following a Triggering Event, the Conversion Price shall equal the lower of: (a) the then applicable conversion price;or (b) a price per share equaling eighty percent (80%) of the lowest traded price for the Company’s Common Stock during the fifteen(15) trading days preceding the relevant conversion. If we were unable to come to an agreement with the holders of the Series Dpreferred Stock regarding payment, the holders could seek to get a judgment against us, which could harm our business, financial conditionand results of operations and could require use to curtail or cease our operations.

Risks Related to Product Development, RegulatoryApproval, Manufacturing and Commercialization

If we cannot successfully develop, maintain,commercialize, or obtain regulatory approvals for new and existing diagnostic assays, our financial results will be harmed and our abilityto compete will be harmed.

Our financial performance depends in part uponour ability to successfully develop and market new assays in a rapidly changing technological and economic environment, and to maintainand successfully commercialize previously cleared assays. If we fail to successfully introduce new assays or do not maintain approvalfor previously FDA-cleared assays, we could lose customers and market share. We could also lose market share if our competitors introducenew assays or technologies that render our assays less competitive or obsolete. In addition, delays in the introduction of new assaysdue to regulatory, developmental or other obstacles could negatively impact our revenue and market share, as well as our earnings. Factorsthat can influence our ability to introduce new assays, the timing associated with new product approvals and commercial success of theseassays include:

We are subject to many laws and governmentalregulations and any adverse regulatory action may materially adversely affect our financial condition and business operations.

The assays that we develop and commercialize inthe future are subject to regulation by numerous government agencies, including the FDA and comparable foreign agencies. To varying degrees,each of these agencies requires us to comply with laws and regulations governing the development, testing, manufacturing, labeling, marketingand distribution of our assays. In particular, FDA regulations govern activities such as product development, product testing, productlabeling, product storage, premarket clearance or approval, manufacturing, advertising, promotion, product sales, reporting of certainproduct failures and distribution. Our assays will require 510(k) clearance from the FDA prior to marketing.

We may be unable to obtain marketing clearancefor our assays in development. If such approval is obtained, it may:

Since 2009, the FDA has significantly increasedits oversight of companies subject to its regulations, including medical device companies, by hiring new investigators and stepping upinspections of manufacturing facilities. The FDA has recently also significantly increased the number of warning letters issued to companies.If the FDA were to conclude that we are not in compliance with applicable laws or regulations, or that any of our medical devices areineffective or pose an unreasonable health risk, the FDA could ban such medical devices, detain or seize adulterated or misbranded medicaldevices, order a recall, repair, replacement, or refund of such devices, refuse to grant pending pre-market approval applications or requirecertificates of foreign governments for exports, and/or require us to notify health professionals and others that the devices presentunreasonable risks of substantial harm to the public health. The FDA may also impose operating restrictions on a company-wide basis, enjoinand restrain certain violations of applicable law pertaining to medical devices and assess civil or criminal penalties against our officers,employees or us. The FDA may also recommend prosecution to the U.S. Department of Justice. Any adverse regulatory action, depending onits magnitude, may restrict us from effectively marketing and selling our diagnostic tests.

Foreign governmental regulations have become increasinglystringent and more common, and we may become subject to more rigorous regulation by foreign governmental authorities in the future. Penaltiesfor a company’s non-compliance with foreign governmental regulation could be severe, including revocation or suspension of a company’sbusiness license and criminal sanctions. Any domestic or foreign governmental law or regulation imposed in the future may have a materialadverse effect on us.

Our current and potential customers in the UnitedStates and elsewhere may also be subject, directly or indirectly, to applicable anti-kickback, fraud and abuse, false claims, transparency,health information privacy and security and other healthcare laws and regulations, which could expose us to criminal sanctions, civilpenalties, contractual damages, reputational harm, administrative burdens and diminished profits and future earnings.

The life sciences industry is highly competitiveand subject to rapid technological change. If our competitors and potential competitors develop superior assays and technologies, ourcompetitive position and results of operations would suffer.

We face intense competition from a number of companiesthat offer assays in our target markets, many of which have substantially greater financial resources and larger, more established marketing,sales and service operations than we do. The life sciences industry is characterized by rapid and continuous technological innovation.We may need to develop new technologies for our existing product and our assays to be competitive. One or more of our current or futurecompetitors could render our existing products or assays under development obsolete or uneconomical by technological advances. We mayalso encounter other problems in the process of delivering new assays to the marketplace, such as problems related to FDA clearance orregulations, design, development or manufacturing of such assays, and as a result we may be unsuccessful in selling such assays. Our futuresuccess depends on our ability to compete effectively against current technologies, as well as to respond effectively to technologicaladvances by developing and marketing assays that are competitive in the continually changing technological landscape.

If our assays do not perform as expectedor the reliability of the technology on which our assays are based is questioned, we could experience delayed or reduced market acceptanceof our assays, increased costs and damage to our reputation.

Our success depends on the market’s confidencethat we can provide reliable, high-quality analyzers and diagnostic program. We believe that customers in our target markets are likelyto be particularly sensitive to product defects and errors. Our reputation and the public image of our assays or technologies may be impairedif our assays fail to perform as expected or our assays are perceived as difficult to use. Despite quality control testing, defects orerrors could occur in our assays or technologies.

In the future, if our assays experience a materialdefect or error, this could result in loss or delay of revenues, delayed market acceptance, product recalls, damaged reputation, diversionof development resources, legal claims, increased insurance costs or increased service and warranty costs, any of which could harm ourbusiness. Such defects or errors could also prompt us to amend certain warning labels or narrow the scope of the use of our assays, eitherof which could hinder our success in the market. Even after any underlying concerns or problems are resolved, any widespread concernsregarding our technology or any manufacturing defects or performance errors in our assays could result in lost revenue, delayed marketacceptance, damaged reputation, increased service and warranty costs and claims against us.

COVID-19 diagnostic tests are subject tochanges in CLIA, FDA, and other regulatory requirements.

Our COVID-19 tests are subject to regulationsof the FDA, International Organization for Standards and other regulatory requirements. The regulations regarding the manufacture andsale of COVID-19 tests may be unclear and are subject to change. Newly promulgated regulations could require changes to our COVID-19 diagnostictests, necessitate additional procedures, or make it impractical or impossible for us to market our tests for certain uses, in certainmarkets, or at all. The FDA and other regulatory authorities also have the ability to impose new or additional requirements relating toCOVID-19 tests. The implementation of such changes or new or additional requirements may result in substantial additional costs and coulddelay or make it more difficult or complicated to sell our products. Further, our COVID-19 tests, if approved, will be marketed underan Emergency Use Authorization (EUA) from the FDA. The FDA may decide to withdraw EUA designation for the SARS CoV-2 pandemic, resultingin the need for us to apply for clearance to market under a 510(k) or other regulatory process. This could result in substantial additionalcosts and time to develop the necessary data and information for such clearance.

Disruptions at the FDA and other governmentagencies caused by funding shortages, COVID-19 or other global health concerns could shift their priorities or hinder their ability tohire, retain or deploy key leadership and other personnel. This could result in delays or may delay, or otherwise prevent new or modifiedproducts from being developed, cleared, approved, authorized, or commercialized in a timely manner or at all, which could negatively impactour business.

The ability of the FDA to review and clear, approve,or authorize new products can be affected by a variety of factors, including government budget and funding levels, statutory, regulatory,and policy changes, the FDA’s ability to hire and retain key personnel and accept the payment of user fees, and other events thatmay otherwise affect the FDA’s ability to perform routine functions. Average review times at the agency have fluctuated in recentyears as a result. In addition, government funding of other government agencies that fund research and development activities is subjectto the political process, which is inherently fluid and unpredictable. Disruptions at the FDA and other agencies may also slow the timenecessary for medical devices or modifications to be cleared or approved, medical devices to be reviewed and/or approved by necessarygovernment agencies, which would adversely affect our business. For example, over the last several years, including for 35 days beginningon December 22, 2018, the U.S. government has shut down several times and certain regulatory agencies, such as the FDA, have had to furloughcritical FDA employees and stop critical activities. Separately, in response to the global COVID-19 pandemic, on March 10, 2020 the FDAannounced its intention to postpone most foreign inspections of manufacturing facilities and products, and subsequently, on March 18,2020, the FDA announced its intention to temporarily postpone routine surveillance inspections of domestic manufacturing facilities. Further,the FDA’s response to COID-19 has delayed and may continue to delay reviews of non-COVID products which in turn would impact ourability to bring products to market. Regulatory authorities outside the United States may adopt similar restrictions or other policy measuresin response to the COVID-19 pandemic. If a prolonged government shutdown occurs, or if global health concerns continue to prevent theFDA or other regulatory authorities from conducting their regular inspections, reviews, or other regulatory activities, it could significantlyimpact the ability of the FDA or other regulatory authorities to timely review and process our regulatory submissions, which could havea material adverse effect on our business.

If our S1 Assay Panel, COVID-19 AntigenPanel, our COVID-19 IgG/IgM Antibody panel products or any of our other product candidates fail to achieve and sustain sufficient marketacceptance, we will not generate expected revenue and our growth prospects, operating results and financial condition may be harmed.

The commercialization of our S1 Assay Panel productsand the future commercialization of our other product candidates in the United States and other jurisdictions in which we intend to pursuemarketing clearance are key elements of our strategy. If we are not successful in conveying to hospitals and other customers that ourcurrent products and future product candidates provide equivalent or superior diagnostic information in a shorter period of time comparedto existing technologies, or that these products and future product candidates improve patient outcomes or decrease healthcare costs,we may experience reluctance, or refusal, on the part of hospitals to order, and third-party payors to pay for performing a test in whichour product is utilized.

These hurdles may make it difficult to demonstrateto hospitals and other healthcare providers that our current diagnostic products and future product candidates are appropriate optionsfor testing, may be superior to available tests and may be more cost-effective than alternative technologies.

If we fail to successfully commercialize our productsand product candidates, we may never receive a return on the significant investments in product development, sales and marketing, regulatory,manufacturing and quality assurance we have made and further investments we intend to make and may fail to generate revenue and gain economiesof scale from such investments.

If any of our products, or the malfunctioningof our products, causes or contributes to a death or a serious injury, we will be subject to medical device reporting regulations, whichcan result in voluntary corrective actions or agency enforcement actions.

Under the FDA medical device reporting regulations,medical device manufacturers are required to report to the FDA information that a device has or may have caused or contributed to a deathor serious injury or has malfunctioned in a way that would likely cause or contribute to death or serious injury if the malfunction ofthe device were to recur. If we fail to report these events to the FDA within the required timeframes, or at all, FDA could take enforcementaction against us. Any such adverse event involving our assays could also result in future voluntary corrective actions, such as recallsor customer notifications, or agency action, such as inspection or enforcement action. Any corrective action, whether voluntary or involuntary,as well as defending ourselves in a lawsuit, will require the dedication of our time and capital, distract management from operating ourbusiness, and may harm our reputation and financial results.

Our assays may in the future be subjectto product recalls. A recall of our products, either voluntarily or at the direction of the FDA or another governmental authority, includinga third-country authority, or the discovery of serious safety issues with our products, could have a significant adverse impact on us.

The FDA and similar foreign governmental authoritieshave the authority to require the recall of commercialized products in the event of material deficiencies or defects in design or manufacture.In the case of the FDA, the authority to require a recall must be based on an FDA finding that there is reasonable probability that thedevice would cause serious injury or death. In addition, foreign governmental bodies have the authority to require the recall of our productsin the event of material deficiencies or defects in design or manufacture. Manufacturers may, under their own initiative, recall a productif any material deficiency in a device is found. The FDA requires that certain classifications of recalls be reported to the FDA withinten working days after the recall is initiated. A government-mandated or voluntary recall by us or one of our international distributorscould occur as a result of an unacceptable risk to health, component failures, malfunctions, manufacturing errors, design or labelingdefects or other deficiencies and issues. Recalls of any of our assays would divert managerial and financial resources and have an adverseeffect on our reputation, results of operations and financial condition, which could impair our ability to produce our products in a cost-effectiveand timely manner in order to meet our customers’ demands. We may also be subject to liability claims, be required to bear othercosts, or take other actions that may have a negative impact on our future sales and our ability to generate profits. Companies are requiredto maintain certain records of recalls, even if they are not reportable to the FDA or another third-country competent authority. We mayinitiate voluntary recalls involving our products in the future that we determine do not require notification of the FDA or another third-countrycompetent authority. If the FDA disagrees with our determinations, it could require us to report those actions as recalls. A future recallannouncement could harm our reputation with customers and negatively affect our sales. In addition, the FDA could take enforcement actionfor failing to report the recalls when they occur.

We are also required to follow detailed recordkeepingrequirements for all Company-initiated medical device corrections and removals. In addition, in December 2012, the FDA issued a draftguidance intended to assist the FDA and industry in distinguishing medical device recalls from product enhancements. Per the guidance,if any change or group of changes to a device that addresses a violation of the FDCA, that change would generally constitute a medicaldevice recall and require submission of a recall report to the FDA.

If we become subject to claims relatingto improper handling, storage or disposal of hazardous materials, we could incur significant cost and time to comply.

We are subject to foreign, federal, state andlocal regulations governing the use, manufacture, storage, handling and disposal of materials and waste products. We may incur significantcosts complying with both existing and future environmental laws and regulations. In particular, we are subject to regulation by the OccupationalSafety and Health Administration, or OSHA, and the Environmental Protection Agency, or EPA, and to regulation under the Toxic SubstancesControl Act and the Resource Conservation and Recovery Act in the United States. OSHA or the EPA may adopt additional regulations in thefuture that may affect our research and development programs. The risk of accidental contamination or injury from hazardous materialscannot be eliminated completely. In the event of an accident, we could be held liable for any damages that result, and any liability couldexceed the limits or fall outside the coverage of our workers’ compensation insurance. We may not be able to maintain insuranceon acceptable terms, if at all.

Our diagnostic products have not been manufacturedin significant volume and are subject to unforeseen scale-up risks.

Although we have developed a process to manufactureour diagnostic products, there can be no assurance that we can manufacture our diagnostic products at a scale that is adequate for ourfuture commercial needs. We may face significant or unforeseen difficulties in manufacturing our diagnostic products, including but notlimited to:

These and other difficulties may only become apparentwhen scaling up to the manufacturing process of our diagnostic products to a more substantive commercial scale. If our diagnostic productscannot be manufactured in sufficient commercial quantities or manufacturing is delayed, our future prospects could be significantly impactedand our financial prospects would be materially harmed.

We or our suppliers may experience developmentor manufacturing problems or delays that could limit the growth of our revenue or increase our losses.

We may encounter unforeseen situations in themanufacturing of our diagnostic products that could result in delays or shortfalls in our production. Our suppliers may also face similardelays or shortfalls. In addition, our or our suppliers’ production processes may have to change to accommodate any significantfuture expansion of our manufacturing capacity, which may increase our or our suppliers’ manufacturing costs, delay production ofour diagnostic products, reduce our product gross margin and adversely impact our business. If we are unable to satisfy demand for ourdiagnostic products by successfully manufacturing and shipping our diagnostic products in a timely manner, our revenue could be impaired,market acceptance for our assays could be adversely affected and our customers might instead purchase our competitors’ assays. Inaddition, developing manufacturing procedures for assays under development may require developing specific production processes for thoseassays. Developing such processes could be time consuming and any unexpected difficulty in doing so can delay the introduction of a product.

We utilize third-party, single-source suppliersfor some components and materials used in our products and product candidates, and the loss of any of these suppliers could have an adverseimpact on our business.

We rely on single-source suppliers for some componentsand materials used in our products and product candidates. Our ability to supply our products commercially and to develop any future productsdepends, in part, on our ability to obtain these components in accordance with regulatory requirements and in sufficient quantities forclinical testing and commercialization. While our suppliers have generally met our demand for their products on a timely basis in thepast, these were with limited production quantities and we cannot assure that they will in the future be able to meet our demand for theirproducts, either because we do not have long-term agreements with those suppliers, our relative importance as a customer to those suppliers,or their ability to produce the components used in our products. For example, our supplier of printed electrodes has exited the printingbusiness. We purchased safety stock from the supplier prior to their discontinuing production and have begun qualification of a replacementsupplier.

While we believe replacement suppliers exist forall components and materials we obtain from single sources, establishing additional or replacement suppliers for any of these componentsor materials, if required, may not be accomplished quickly. Even if we are able to find a replacement supplier, the replacement supplierwould need to be qualified and may require additional regulatory authority approval, which could result in further delay. While we willseek to maintain adequate inventory of the single-source components and materials used in our products in the event of disruption, thoseinventories may not be sufficient.

If our third-party suppliers fail to deliver therequired commercial quantities of materials on a timely basis and at commercially reasonable prices, and we are unable to find one ormore replacement suppliers capable of production at a substantially equivalent cost in substantially equivalent volumes and quality ona timely basis, the continued commercialization of our products, the supply of our products to customers and the development of any futureproducts would be delayed, limited or prevented, which could have an adverse impact on our business.

Manufacturing risks may adversely affectour ability to manufacture products and could reduce our gross margins and negatively affect our operating results.

Our business strategy depends on our ability tomanufacture and assemble our current and proposed products in sufficient quantities and on a timely basis to meet consumer demand, whileadhering to product quality standards, complying with regulatory requirements and managing manufacturing costs. We are subject to numerousrisks relating to our manufacturing capabilities, including:

As demand for our products increases, we willneed to invest additional resources to purchase components, hire and train employees, and enhance our manufacturing processes and implementmanufacturing and quality systems. If we fail to increase our production capacity efficiently while also maintaining quality requirements,our sales may not increase in line with our forecasts and our operating margins could fluctuate or decline. In addition, while we expectmost new products will utilize the eLab instrument system and existing consumable cartridge, manufacturing of future products may requirethe modification of our production lines, the hiring of specialized employees, the identification of new suppliers for specific components,or the development of new manufacturing technologies. It may not be possible for us to manufacture these products at a cost or in quantitiessufficient to make these products commercially viable. Any future interruptions we experience in the manufacturing or shipping of ourproducts could delay our ability to recognize revenues in a particular quarter and could also adversely affect our relationships withour customers.

We expect to rely on third parties to conductstudies of our assays under development that will be required by the FDA or other regulatory authorities and those third parties may notperform satisfactorily.

We do not have the ability to independently conductthe field trial studies or other studies that may be required to obtain FDA and other regulatory clearances or approvals for our assays.Accordingly, we expect to rely on third parties, such as independent testing laboratories and hospitals, to conduct such studies. Ourreliance on these third parties will reduce our control over these activities. These third-party contractors may not complete activitieson schedule or conduct studies in accordance with regulatory requirements or our study design. We cannot control whether they devote sufficienttime, skill and resources to our studies. Our reliance on third parties that we do not control will not relieve us of any applicable requirementto prepare, and ensure compliance with, various procedures required under good clinical practices. If these third parties do not successfullycarry out their contractual duties or regulatory obligations or meet expected deadlines, if the third parties need to be replaced or ifthe quality or accuracy of the data they obtain is compromised due to their failure to adhere to our clinical protocols or regulatoryrequirements or for other reasons, our studies may be extended, delayed, suspended or terminated, and we may not be able to obtain regulatoryapproval for additional assays.

Any clinical trials that we may conductmay not begin on time, or at all, may not be completed on schedule, or at all, or may be more expensive than we expect, which could preventor delay regulatory approval of our assays or impair our financial position.

The commencement or completion of any clinicaltrials that we may conduct may be delayed or halted for numerous reasons, including, but not limited to, the following:

Our clinical trial costs will increase if we havematerial delays in those trials or if we need to perform more or larger trials than planned. Adverse events during a clinical trial couldcause us to repeat a trial, terminate a trial or cancel an entire program. Should our clinical development plan be delayed, this couldhave a material adverse effect on our operations and financial condition.

Product liability claims could adverselyimpact our financial condition and our earnings and impair our reputation.

Our business exposes us to potential product liabilityrisks that are inherent in the design, manufacture and marketing of medical devices. Device failures, manufacturing defects, design flaws,or inadequate disclosure of product-related risks or product-related information with respect to our assays could result in an unsafecondition regarding, injury to, or death of, a patient. The occurrence of such a problem could result in product liability claims or arecall of, or safety alert relating to, one or more of our assays. Product liability claims or product recalls in the future, regardlessof their ultimate outcome, could have a material adverse effect on our business and reputation and on our ability to attract and retaincustomers for our assays.

If our diagnostic products do not performas expected, our operating results, reputation and business will suffer.

Our future success will depend on the market’sconfidence that our technologies can provide reliable, high-quality diagnostic results. We believe that our customers are likely to beparticularly sensitive to any defects or errors in our products. If our technology fails to perform a clinical test, then we could faceclaims against us or our reputation could suffer as a result of such failures. The failure of our current products or planned diagnosticproduct candidates to perform reliably or as expected could significantly impair our reputation and the public image of our products,and we may be subject to legal claims arising from any defects or errors.

Our products may not be able to competewith new diagnostic products or existing products developed by well-established competitors, which would negatively affect our business.

The diagnostic industry is focused on the testingof biological specimens in a laboratory or at the point-of-care and is highly competitive and rapidly changing. Important competitivefactors for our products include price, quality, performance, ease of use, and customer service.

A few large corporations produce a wide varietyof diagnostic tests and other medical devices and equipment. A larger number of mid-size companies generally compete only in the diagnosticindustry and a significant number of small companies produce only a few diagnostic products. As a result, the diagnostic test industryis highly fragmented and segmented.

Some of our principal competitors may have considerablygreater financial, technical and marketing resources than we do. Several companies produce diagnostic tests that compete directly withour testing product line, including Abbott (Alere), Siemens, Becton Dickinson, and Danaher. Some competitors offer broader product linesand may have greater name recognition than we have. These and other companies have or may have products incorporating advanced technologiesthat over time could directly compete with our testing product line.

As new products incorporating new technologiesenter the market, our products may become obsolete or a competitor’s products may be more effective or more effectively marketedand sold. If our competitors’ products take market share from our products through more effective marketing or competitive pricing,our revenues, margins and operating results could be adversely affected.

Our future revenues and operating resultsmay be negatively affected by ongoing consolidation in the healthcare industry.

There has been a significant amount of consolidationin the healthcare industry. This consolidation has increased the competition to provide goods and services to customers. In addition,group purchasing organizations and integrated health delivery networks have served to concentrate purchasing decisions for some customers,which has also placed pricing pressure on medical device suppliers. Due to ongoing consolidation, there could be additional pressure onthe prices of our products.

Undetected errors or defects in our productsor product candidates could harm our reputation, decrease market acceptance of our products or expose us to product liability claims.

Our products or product candidates may containundetected errors or defects. Disruptions or other performance problems with our products or product candidates may damage our customers’businesses and could harm our reputation. If that occurs, we may incur significant costs, the attention of our key personnel could bediverted or other significant customer relations problems may arise. We may also be subject to warranty and liability claims for damagesrelated to errors or defects in our products or product candidates. A material liability claim or other occurrence that harms our reputationor decreases market acceptance of our products or product candidates could harm our business and operating results.

The sale and use of products or product candidatesor services based on our technologies, or activities related to our research and clinical studies, could lead to the filing of productliability claims if someone were to allege that one of our products contained a design or manufacturing defect. A product liability claimcould result in substantial damages and be costly and time consuming to defend, either of which could materially harm our business orfinancial condition. We cannot assure you that our product liability insurance would adequately protect our assets from the financialimpact of defending a product liability claim. Any product liability claim brought against us, with or without merit, could increase ourproduct liability insurance rates or prevent us from securing insurance coverage in the future.

We currently develop, manufacture and testour products and product candidates and some of their components in a single facility. If these or any future facility or our equipmentwere damaged or destroyed, or if we experience a significant disruption in our operations for any reason, our ability to continue to operateour business could be materially harmed.

We currently develop, manufacture and test ourproducts and product candidates exclusively in a facility in Emeryville, California. If this or any future facility were to be damaged,destroyed or otherwise unable to operate, whether due to fire, floods, hurricanes, storms, tornadoes, other natural disasters, employeemalfeasance, terrorist acts, power outages, or otherwise, or if our business is disrupted for any other reason, we may not be able todevelop or test our products and product candidates as promptly as our potential customers expect, or possibly not at all.

The manufacture of components of our productsand product candidates involves complex processes, sophisticated equipment and strict adherence to specifications and quality systemsprocedures. Any unforeseen manufacturing problems, such as contamination of our facility, equipment malfunction, or failure to strictlyfollow procedures or meet specifications, could result in delays or shortfalls in production of our products. Identifying and resolvingthe cause of any manufacturing issues could require substantial time and resources. If we are unable to keep up with future demand forour products by successfully manufacturing and shipping our products in a timely manner, our revenue growth could be impaired and marketacceptance of our product candidates could be adversely affected.

As of March 31, 2022, we have entered into a newfacility lease and have relocated our operations to the new location. Moving our manufacturing and development facility requires revalidationand startup of our manufacturing equipment and processes and may interrupt our business resulting in higher costs and potentially lostrevenue.

We maintain insurance coverage against damageto our property and equipment, subject to deductibles and other limitations that we believe is adequate. If we have underestimated ourinsurance needs with respect to an interruption, or if an interruption is not subject to coverage under our insurance policies, we maynot be able to cover our losses.

Third-Party reimbursement policies and potentialcost constraints could negatively affect our business.

The list of our product end-users includes hospitalsand other healthcare providers. If these end-users do not receive adequate reimbursement for the cost of our products from their patients’healthcare insurers or payors, the use of our products could be negatively impacted. Furthermore, the net sales of our products couldalso be adversely affected by changes in reimbursement policies of government or private healthcare payors.

Hospitals and other healthcare providers who purchasediagnostic products in the United States generally rely on third-party payors, such as private health insurance plans, Medicare and Medicaid,to reimburse all or part of the cost of the product. Due to the overall escalating cost of medical products and services, there is increasedpressures on the healthcare industry, both foreign and domestic, to reduce the cost of products and services. Given the efforts to controland reduce healthcare costs in the United States, available levels of reimbursement may change for our existing products or products underdevelopment. Third-party reimbursement and coverage may not be available or adequate in either the United States or international markets,current reimbursement amounts may be decreased in the future and future legislation, and regulation or reimbursement policies of third-partypayors, may reduce the demand for our products or our ability to sell our products on a profitable basis.

Ongoing changes in healthcare regulationcould negatively affect our revenues, business and financial condition.

There have been several proposed changes in theUnited States at the federal and state level for comprehensive reforms regarding the payment for, the availability of and reimbursementfor healthcare services. These proposals have ranged from fundamentally changing federal and state healthcare reimbursement programs,including providing comprehensive healthcare coverage to the public under government-funded programs, to minor modifications to existingprograms. One example is the Patient Protection and Affordable Care or the Affordable Care Act, the Federal healthcare reform law enactedin 2010.

Healthcare reform initiatives will continue tobe proposed and may reduce healthcare related funding in an effort. It is impossible to predict the ultimate content and timing of anyhealthcare reform legislation and its resulting impact on us. If significant reforms are made to the healthcare system in the United States,or in other jurisdictions, those reforms may increase our costs or otherwise negatively effect on our financial condition and resultsof operations.

In April 2017, the European Parliament passedthe Medical Devices Regulation (Regulation 2017/745), which repeals and replaces the European Union Medical Devices Directive and theActive Implantable Medical Devices Directive. Unlike directives, which must be implemented into the national laws of the European EconomicArea, which we refer to as the EEA, member States, the regulations would be directly applicable, i.e., without the need for adoption ofEEA member State laws implementing them, in all EEA member States and are intended to eliminate current differences in the regulationof medical devices among EEA member States. The Medical Devices Regulation, among other things, is intended to establish a uniform, transparent,predictable and sustainable regulatory framework across the EEA for medical devices and ensure a high level of safety and health whilesupporting innovation. The Medical Devices Regulation will, however, only become fully applicable three years after publication (in May2020). Once applicable, the Medical Devices Regulation will, among other things:

Expected to be implemented in 2022, the MedicalDevices Regulation may impose increased compliance obligations for us to access the EU market.

Legislative and other regulatory changescould have an effect on our business.

Changes in regulatory or economic conditions orin the laws and policies governing foreign trade, taxes, manufacturing, and development in the United States could impact our business.Economic and regulatory changes could also affect foreign currency exchange rates which, in turn, could affect our reported financialresults and our competitiveness on a worldwide basis.

Consolidation in the healthcare industrycould have an adverse effect on our revenues and results of operations.

Many healthcare companies, including healthcaresystems, are consolidating to create new companies with greater market power. As the healthcare industry consolidates, competition toprovide goods and services to industry participants will become more intense. These industry participants may try to use their marketpower to negotiate price concessions or reductions for diagnostic tests. If we are forced to reduce our prices because of consolidationin the healthcare industry, our projected revenues would decrease and our earnings, financial condition, and/or cash flows would suffer.

If we or our distributors do not complywith the U.S. federal and state fraud and abuse laws, including anti-kickback laws for any products approved in the U.S., or with similarforeign laws where we market our products, we could face significant liability.

There are numerous United States federal and statelaws pertaining to healthcare fraud and abuse, including anti-kickback laws, false claims, and physician transparency laws. Our relationshipswith physicians and surgeons, hospitals and our independent distributors are subject to scrutiny under these laws. Violations of theselaws are punishable by criminal and civil sanctions, including significant fines, damages and monetary penalties and in some instances,imprisonment and exclusion from participation in federal and state healthcare programs, including the Medicare, Medicaid and VeteransAdministration health programs.

Healthcare fraud and abuse regulations are complex,and even minor irregularities can potentially give rise to claims that a statute or prohibition has been violated. The laws that may affectour ability to operate include:

Efforts to ensure that our business arrangementswith third parties will comply with applicable healthcare laws and regulations will involve substantial costs. It is possible that governmentalauthorities will conclude that our business practices may not comply with current or future statutes, regulations or case law involvingapplicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of these lawsor any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties,damages, fines, exclusion from federal healthcare programs, such as Medicare and Medicaid, and the curtailment or restructuring of ouroperations. To enforce compliance with the federal laws, the U.S. Department of Justice, or DOJ, has recently increased its scrutiny ofinteractions between healthcare companies and healthcare providers, which has led to a number of investigations, prosecutions, convictionsand settlements in the healthcare industry. Dealing with investigations can be time and resource consuming and can divert management’sattention from the business. In addition, settlements with the DOJ or other law enforcement agencies have forced healthcare providersto agree to additional onerous compliance and reporting requirements as part of a consent decree or corporate integrity agreement. Anyviolations of these laws, or any action against us for violation of these laws, even if we successfully defend against it, could havea material adverse effect on our reputation, business and financial condition.

Many foreign countries have enacted similar lawsaddressing fraud and abuse in the healthcare sector. The shifting commercial compliance environment and the need to build and maintainrobust and expandable systems to comply with different compliance requirements in multiple jurisdictions increases the possibility thatwe may run afoul of one or more of the requirements.

If we are unable to recruit, train and retainkey personnel, we may not achieve our goals.

Our future success depends on our ability to recruit,develop, retain and motivate key personnel, including individuals for our senior management, research and development, engineering, manufacturingand sales and marketing teams. Additionally, we will need to hire additional executive personnel including a Chief Financial Officer andother financial personnel in the future. We do not have employment contracts with management personnel. Competition for qualified personnelis intense, particularly in the San Francisco Bay area. Our growth depends on attracting, retaining and motivating highly skilled personnelwith the necessary technical or scientific background and ability to understand our products at a technical and clinical level. In addition,we will need to hire assay developers, automation engineers and other manufacturing employees to build our product offerings and meetdemand for our products as we scale up our sales and marketing operations. Because of the complex and technical nature of our productsand the dynamic market in which we compete, any failure to attract, develop, retain and motivate qualified personnel could materiallyharm our operating results and growth prospects.

Changes in tax laws or exposure to additionalincome tax liabilities could have a material impact on our financial condition and results of operations.

We are subject to income taxes as well as non-incomebased taxes in both the United States and various foreign jurisdictions. Changes in existing tax laws, treaties, regulations or policiesor the interpretation or enforcement thereof, or the enactment or adoption of new tax laws, treaties, regulations or policies could materiallyimpact our effective tax rate.

If we do not achieve, sustain or successfullymanage our anticipated growth, our business and prospects will be harmed.

If we are unable to obtain or sustain adequaterevenue growth, our financial results could suffer. Furthermore, significant growth will place strains on our management and our operationaland financial systems and processes and our operating costs may escalate even faster than planned. If we cannot effectively manage ourexpanding operations and our costs, we may not be able to grow effectively or we may grow at a slower pace. Additionally, if we do notsuccessfully forecast the timing of regulatory authorization for our additional tests, marketing and subsequent demand for our diagnostictests or manage our anticipated expenses accordingly, our operating results will be harmed.

Other companies or institutions have commercialassays or may develop and market novel or improved methods for infectious disease diagnostics, which may make our diagnostic platformless competitive or obsolete.

The market for diagnostics is large and established,and our competitors may possess significantly greater financial resources and have larger development and commercialization capabilitiesthan we do. We may be unable to compete effectively against these competitors either because their diagnostic platforms are superior orbecause they may have more expertise, experience, financial resources or stronger business relationships.

New technologies, techniques or assays couldemerge that might offer better combinations of price and performance than our current or future assays.

It is critical to our success that we anticipatechanges in technology and customer requirements and to successfully introduce, on a timely and cost-effective basis, new, enhanced andcompetitive technologies that meet the needs of current and prospective customers. If we do not successfully innovate and introduce newtechnology into our product lines or manage the transitions to new product offerings, our revenues, results of operations and businesswill be adversely impacted. Competitors may be able to respond more quickly and effectively than we can to new or changing opportunities,technologies, standards or customer requirements. We anticipate that we will face increased competition in the future as existing companiesand competitors develop new or improved diagnostic tests and as new companies enter the market with new technologies.

We could be exposed to liability if we experiencesecurity breaches or other disruptions, which could harm our reputation and business.

We may be subject to cyber-attacks whereby computerhackers may attempt to access our computer systems or our third-party IT service provider’s systems and, if successful, misappropriatepersonal or confidential information. In addition, a contractor or other third party with whom we do business may attempt to circumventour security measures or obtain such information and may purposefully or inadvertently cause a breach involving sensitive information.We will continue to evaluate and implement additional protective measures to reduce the risk and detect cyber incidents, but cyber-attacksare becoming more sophisticated and frequent and the techniques used in such attacks change rapidly. Even though we take cyber-securitymeasures that are continuously reviewed and updated, our information technology networks and infrastructure may still be vulnerable dueto sophisticated attacks by hackers or breaches.

Even the most well protected IT networks, systems,and facilities remain potentially vulnerable because the techniques used in security breaches are continually evolving and generally arenot recognized until launched against a target and, in fact, may not be detected. Any such compromise of our or our third party’sIT service providers’ data security and access, public disclosure, or loss of personal or confidential business information, couldresult in legal claims proceedings, liability under laws to protect, privacy of personal information, and regulatory penalties, disruptour operations, require significant management attention and resources to remedy any damages that result, damage our reputation and customerswillingness to transact business with us, any of which could adversely affect our business.

We expect to generate a portion of our revenueinternationally and are subject to various risks relating to those international activities which could adversely affect our operatingresults.

A portion of our revenue is expected to come frominternational sources. Engaging in international business involves a number of difficulties and risks, including:

As we expand internationally, our results of operationsand cash flows will become increasingly subject to fluctuations due to changes in foreign currency exchange rates. Our expenses are generallydenominated in U.S. dollars. If the value of the U.S. dollar increases relative to foreign currencies in the future, in the absence ofa corresponding change in local currency prices, our future revenue could be adversely affected as we convert future revenue from localcurrencies to U.S. dollars.

If we dedicate resources to our internationaloperations and are unable to manage these risks effectively, our business, operating results and prospects will suffer.

Our employees, independent contractors,principal investigators, consultants, commercial partners, distributors and vendors may engage in misconduct or other improper activities,including non-compliance with regulatory standards and requirements.

We are exposed to the risk of fraud or other misconductby our employees, independent contractors, principal investigators, consultants, commercial partners, distributors and vendors. Misconductby these parties could include intentional, reckless or negligent failures to: comply with the regulations of the FDA and other similarforeign regulatory bodies; provide true, complete and accurate information to the FDA and other similar regulatory bodies; comply withmanufacturing standards we have established; comply with healthcare fraud and abuse laws and regulations in the United States and similarforeign fraudulent misconduct laws; or report financial information or data accurately, or disclose unauthorized activities to us. Theselaws may impact, among other things, our activities with principal investigators and research subjects, as well as our sales, marketingand education programs. In particular, the promotion, sales, marketing and business arrangements in the healthcare industry are subjectto extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These lawsmay restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programsand other business arrangements. Such misconduct could also involve the improper use of information obtained in the course of clinicalstudies, which could result in regulatory sanctions and cause serious harm to our reputation. We currently have a code of conduct applicableto all of our employees, but it is not always possible to identify and deter employee misconduct, and our code of conduct and the otherprecautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses, or inprotecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations.If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actionscould have a significant impact on our business, including the imposition of civil, criminal and administrative penalties, damages, monetaryfines, disgorgement, individual imprisonment, possible exclusion from participation in Medicare, Medicaid and other federal healthcareprograms, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations, any of whichcould adversely affect our ability to operate our business and our results of operations. Any of these actions or investigations couldresult in substantial costs to us, including legal fees, and divert the attention of management from operating our business.

We have limited experience in marketingand selling our products, and if we are unable to expand, manage and maintain our direct sales and marketing organizations, or otherwisecommercialize our products, our business may be adversely affected.

Because we received CE-mark for our S1 Assay Panelin November of 2019 and began commercial sales activities in September 2020, we have limited experience marketing and selling our products.We began staffing our sales and marketing organization in 2021 and currently have a staff of 3. Our financial condition and operatingresults will be highly dependent upon the efforts of our sales and marketing organization. If we are unable to quickly build our salesand marketing team or if our sales and marketing efforts fail to adequately promote, market and sell our products, our sales may not increaseat levels that are in line with our forecasts.

Our future sales growth will depend in large parton our ability to successfully build and expand the size and geographic scope of our sales and marketing team. Accordingly, our futuresuccess will depend largely on our ability to hire, train, retain and motivate skilled sales and marketing personnel. Because the competitionfor individuals with their skillset is high, there is no assurance we will be able to hire and retain personnel on commercially reasonableterms. If we are unable to build and expand our sales and marketing capabilities, we may not be able to effectively commercialize ourproducts and our business and operating results may be adversely affected. Additionally, we will need to implement management informationsystems to support the sales and marketing operations. There is no assurance that these systems will be implemented and effective. Lackof these management information systems may negatively impact sales efforts.

Outside of the United States, we will sell ourproducts through distribution partners and there is no guarantee that we will be successful in attracting or retaining desirable distributionpartners for these markets or that we will be able to enter into such arrangements on favorable terms. Distributors may not commit thenecessary resources to market and sell our products effectively or may choose to favor marketing the products of our competitors. If distributorsdo not perform adequately, or if we are unable to enter into effective arrangements with distributors in particular geographic areas,we may not realize our sales growth.

Our ability to grow our business will belimited if we fail to develop and maintain new and existing distribution channels.

Our plan to grow our business depends on thirdparties and distributors to sell our products. The sale of our products depends in large part on our ability to sell products to thesecustomers and on the marketing and distribution abilities of the companies with which we collaborate.

Reliance on distributors and third-parties tomarket and sell our products could negatively impact our business for various reasons, including: (i) we may not be able to find suitabledistributors for our products on satisfactory terms, or at all; (ii) agreements with distributors may prematurely terminate or may resultin litigation between the parties; (iii) our distributors or other customers may not fulfill their contractual obligations and distributeour products in the manner or at the levels we expect; (iv) our distributors may prioritize other products or their own private labelproducts that compete with our products; (v) Our existing distributor relationships or contracts may preclude or limit us from enteringinto arrangements with other distributors; and (vi) we may not be able to negotiate new or renew existing distribution agreements on acceptableterms, or at all.

We will try to maintain and expand our businesswith distributors and third parties and make every effort to require that they fulfill their contractual obligations, but there can beno assurance that such companies will do so or that new distribution channels will be available on satisfactory terms. If we are unableto do so, our business will be negatively impacted.

Potential customers may not adopt rapidPoint-of-Care diagnostic testing.

Rapid point-of-care tests are beneficial because,among other things, they can be administered by healthcare providers in their own facilities or used by healthcare facilities withoutsending samples to central laboratories. But currently the majority of diagnostic tests used by healthcare providers in the U.S. are providedby clinical reference laboratories and hospital-based laboratories. In some international markets, such as Europe, diagnostic testingis performed primarily by centralized laboratories. Future sales of our products will depend, in part, on our ability to expand marketacceptance of rapid point-of-care testing and successfully compete against laboratory testing methods and products. However, we expectthat clinical reference and other hospital-based laboratories will continue to compete vigorously against our rapid point-of-care products.Even if we can demonstrate that our products are more cost effective, save time, or have better performance or other benefits, healthcareproviders may resist changing to rapid point-of-care tests and instead may choose to obtain diagnostic results through laboratory tests.If we fail to achieve and expand market acceptance of our rapid point-of-care diagnostic tests with customers, it would have a negativeeffect on our future sales growth.

Even if we receive regulatory approval forany of our product candidates, we may not be able to successfully commercialize the product and the revenue that we generate from theirsales, if any, may be limited.

If approved for marketing, the commercial successof our product candidates will depend upon each product’s acceptance by the medical community, including physicians, patients andhealth care payors. The degree of market acceptance for any of our product candidates will depend on a number of factors, including:

If any of our product candidates are approved,but do not achieve an adequate level of acceptance by physicians, health care payors, and patients, we may not generate sufficient revenuesand we may not be able to achieve or sustain profitability. Our efforts to educate the medical community and third-party payors on thebenefits of our product candidates may require significant resources and may never be successful.

In addition, even if we obtain regulatory approvals,the timing or scope of any approvals may prohibit or reduce our ability to commercialize our product candidates successfully. For example,if the approval process takes too long, we may miss market opportunities and give other companies the ability to develop competing productsor establish market dominance. Any regulatory approval we ultimately obtain may be limited or subject to restrictions or post-approvalcommitments that render our product candidates not commercially viable. For example, regulatory authorities may approve any of our productcandidates for fewer or more limited indications than we request, may grant approval contingent on the performance of costly post-marketingclinical trials, or may approve any of our product candidates with a label that does not include the labeling claims necessary or desirablefor the successful commercialization for that indication. Further, the FDA or comparable foreign regulatory authorities may place conditionson approvals or require risk management plans or a Risk Evaluation and Mitigation Strategy (“REMS”) to assure the safe useof the drug. If the FDA or applicable foreign regulatory agency concludes a REMS is needed, the sponsor of the BLA must submit a proposedREMS; the regulatory agencies will not approve the BLA without an approved REMS, if required. A REMS could include medication guides,physician communication plans, or elements to assure safe use, such as restricted distribution methods, patient registries and other riskminimization tools. The regulatory agencies may also require a REMS for an approved product when new safety information emerges. Any ofthese limitations on approval or marketing could restrict the commercial promotion, distribution, prescription or dispensing of our productcandidates. Moreover, product approvals may be withdrawn for non-compliance with regulatory standards or if problems occur following theinitial marketing of the product. Any of the foregoing scenarios could materially harm the commercial success of our product candidates.

Adverse events involving our products maylead the FDA or applicable foreign regulatory agency to delay or deny clearance for our products or result in product recalls that couldharm our reputation, business and financial results.

Once a product receives regulatory clearance orapproval, the agency has the authority to require the recall of commercialized products in the event of adverse side effects, materialdeficiencies or defects in design or manufacture. The authority to require a recall must be based on a regulatory finding that there isa reasonable probability that the product would cause serious injury or death. Manufacturers may, under their own initiative, recall aproduct if any material deficiency in a product is found. A government-mandated or voluntary recall by us or one of our distributors couldoccur as a result of adverse side effects, impurities or other product contamination, manufacturing errors, design or labeling defectsor other deficiencies and issues. Recalls of any of our products would divert managerial and financial resources and have an adverse effecton our financial condition and results of operations. The regulatory agencies require that certain classifications of recalls be reportedto them within ten (10) working days after the recall is initiated. Companies are required to maintain certain records of recalls, evenif they are not reportable to the regulatory agency. We may initiate voluntary recalls involving our products in the future that we determinedo not require notification of the regulatory agencies. If the regulatory agency disagrees with our determinations, they could requireus to report those actions as recalls. A future recall announcement could harm our reputation with customers and negatively affect oursales. In addition, the regulatory agency could take enforcement action for failing to report the recalls when they were conducted.

The in-licensing of technologies and thesuccessful testing and early development of technologies in the laboratory may not be indicative of future results and may not resultin commercially viable technologies or products. Further, our future products may have to be modified from their originally conceivedversions in order to reach or be successful in the market.

Positive results from laboratory testing and earlydevelopmental successes, may not be predictive of future successful development, commercialization and sales results and should not berelied upon as evidence that products developed from our technologies will become commercially viable and successful. Further, the productswe plan to develop in the future may have to be significantly modified from their originally conceived versions in order for us to controlcosts, compete with similar products, receive market acceptance, meet specific development and commercialization timeframes, avoid potentialinfringement of the proprietary rights of others, or otherwise succeed in developing our business and earning ongoing revenues. This canbe a costly and resource draining activity. What appear to be promising technologies when we license them may not lead to viable technologiesor products, or to commercial success.

We utilize third-party, single-source suppliersfor some components and materials used in our products and product candidates, and the loss of any of these suppliers could have an adverseimpact on our business.

We rely on single-source suppliers for some componentsand materials used in our products and product candidates. Our ability to supply our products commercially and to develop any future productsdepends, in part, on our ability to obtain these components in accordance with regulatory requirements and in sufficient quantities forclinical testing and commercialization. While our suppliers have generally met our demand for their products on a timely basis in thepast, these were with limited production quantities and we cannot assure that they will in the future be able to meet our demand for theirproducts, either because we do not have long-term agreements with those suppliers, our relative importance as a customer to those suppliers,or their ability to produce the components used in our products. For example, our supplier of printed electrodes has exited the printingbusiness. We purchased safety stock from the supplier prior to their discontinuing production and have begun qualification of a replacementsupplier.

While we believe replacement suppliers exist forall components and materials we obtain from single sources, establishing additional or replacement suppliers for any of these componentsor materials, if required, may not be accomplished quickly. Even if we are able to find a replacement supplier, the replacement supplierwould need to be qualified and may require additional regulatory authority approval, which could result in further delay. While we willseek to maintain adequate inventory of the single-source components and materials used in our products in the event of disruption, thoseinventories may not be sufficient.

If our third-party suppliers fail to deliver therequired commercial quantities of materials on a timely basis and at commercially reasonable prices, and we are unable to find one ormore replacement suppliers capable of production at a substantially equivalent cost in substantially equivalent volumes and quality ona timely basis, the continued commercialization of our products, the supply of our products to customers and the development of any futureproducts would be delayed, limited or prevented, which could have an adverse impact on our business.

Manufacturing risks may adversely affectour ability to manufacture products and could reduce our gross margins and negatively affect our operating results.

Our business strategy depends on our ability tomanufacture and assemble our current and proposed products in sufficient quantities and on a timely basis to meet consumer demand, whileadhering to product quality standards, complying with regulatory requirements and managing manufacturing costs. We are subject to numerousrisks relating to our manufacturing capabilities, including:

As demand for our products increases, we willneed to invest additional resources to purchase components, hire and train employees, and enhance our manufacturing processes and implementmanufacturing and quality systems. If we fail to increase our production capacity efficiently while also maintaining quality requirements,our sales may not increase in line with our forecasts and our operating margins could fluctuate or decline. In addition, while we expectmost new products will utilize the eLab instrument system and existing consumable cartridge, manufacturing of future products may requirethe modification of our production lines, the hiring of specialized employees, the identification of new suppliers for specific components,or the development of new manufacturing technologies. It may not be possible for us to manufacture these products at a cost or in quantitiessufficient to make these products commercially viable. Any future interruptions we experience in the manufacturing or shipping of ourproducts could delay our ability to recognize revenues in a particular quarter and could also adversely affect our relationships withour customers.

Risks Related to Intellectual Property

The extent to which we can protect our businessand technologies through intellectual property rights that we own, acquire or license is uncertain.

We employ a variety of proprietary and patentedtechnologies and methods in connection with the assays that we sell or are developing. We license some of these technologies from thirdparties. We cannot provide any assurance that the intellectual property rights that we own or license provide effective protection fromcompetitive threats or that we would prevail in any litigation in which our intellectual property rights are challenged. In addition,we may not be successful in obtaining new proprietary or patented technologies or methods in the future, whether through acquiring ownershipor through licenses from third parties.

Our currently pending or future patent applicationsmay not result in issued patents, and we cannot predict how long it may take for a patent to issue on any of our pending patent applications,assuming a patent does issue.

Other parties may challenge patents issued orexclusively licensed to us, or courts or administrative agencies may hold our patents or the patents we license on an exclusive basisto be invalid or unenforceable. We may not be successful in defending challenges made against our patents and other intellectual propertyrights. Any third-party challenge to any of our patents could result in the unenforceability or invalidity of some or all of the claimsof such patents and could be time consuming and expensive.

The extent to which the patent rights oflife sciences companies effectively protect their diagnostic tests and technologies is often highly uncertain and involves complex legaland factual questions for which important legal principles remain unresolved.

No consistent policy regarding the proper scopeof allowable claims of patents held by life sciences companies has emerged to date in the United States. Various courts, including theU.S. Supreme Court, have rendered decisions that impact the scope of patentability of certain inventions or discoveries relating to diagnostictests or genomic diagnostic testing. These decisions generally stand for the proposition that inventions that recite laws of nature arenot themselves patentable unless they have sufficient additional features that provide practical assurance that the processes are genuineinventive applications of those laws rather than patent drafting efforts designed to monopolize a law of nature itself. What constitutesa “sufficient” additional feature for this purpose is uncertain. Although we do not generally rely on gene sequence patents,this evolving case law in the United States may adversely impact our ability to obtain new patents and may facilitate third-party challengesto our existing owned and exclusively licensed patents.

We cannot predict the breadth of claims that maybe allowed or enforced in patents we own or in those to which we have exclusive license rights. For example:

Changes in either the patent laws or ininterpretations of patent laws in the United States or other countries may diminish the value of our intellectual property rights.

On September 16, 2011, the Leahy-Smith AmericaInvents Act, or the Leahy-Smith Act, was signed into law. The Leahy-Smith Act includes a number of significant changes to U.S. patentlaw. These include provisions that affect the way patent applications are prosecuted, redefine prior art, may affect patent litigationand switch the U.S. patent system from a “first-to-invent” system to a “first-to-file” system. Under a first-to-filesystem, assuming the other requirements for patentability are met, the first inventor to file a patent application generally will be entitledto the patent on an invention regardless of whether another inventor had made the invention earlier. The U.S. Patent and Trademark Office,or USPTO, recently developed new regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantivechanges to patent law associated with the Leahy-Smith Act, including the first-to-file provisions in particular, only became effectiveon March 16, 2013. Accordingly, it is not clear what, if any, impact the Leahy-Smith Act will have on the operation of our business. However,the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our owned and licensedpatent applications and the enforcement or defense of issued patents that we own or license, all of which could have a material adverseeffect on our business and financial condition.

Patent applications in the United States and manyforeign jurisdictions are not published until at least eighteen months after filing and it is possible for a patent application filedin the United States to be maintained in secrecy until a patent issues on the application. In addition, publications in the scientificliterature often lag behind actual discoveries. We therefore cannot be certain that others have not filed patent applications that coverinventions that are the subject of pending applications that we own or exclusively license or that we were the first to invent the technology(if filed prior to the Leahy-Smith Act) or first to file (if filed after the Leahy-Smith Act). Our competitors may have filed, and mayin the future file, patent applications covering technology that is similar to or the same as our technology. Any such patent applicationmay have priority over patent applications that we own and, if a patent issues on such patent application, we could be required to obtaina license to such patent in order to carry on our business. If another party has filed a U.S. patent application covering an inventionthat is similar to, or the same as, an invention that we own, we may have to participate in an interference or other proceeding in theUSPTO or a court to determine priority of invention in the United States, for applications and patents made prior to the enactment ofthe Leahy-Smith Act. For applications and patents made following the enactment of the Leahy-Smith Act, we may have to participate in aderivation proceeding to resolve disputes relating to inventorship. The costs of these proceedings could be substantial, and it is possiblethat such efforts would be unsuccessful, resulting in our inability to obtain or retain any U.S. patent rights with respect to such invention.

In addition, the laws of foreign jurisdictionsmay not protect our rights to the same extent as the laws of the United States. For example, European patent law restricts the patentabilityof methods of treatment of the human body more than U.S. law does. Publications of discoveries in scientific literature often lag behindthe actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 monthsafter filing, or in some cases not at all. Therefore, we cannot be certain that we were the first to make the inventions claimed in ourowned or licensed patents or pending patent applications, or that we or our licensors were the first to file for patent protection ofsuch inventions. Moreover, the USPTO might require that the term of a patent issuing from a pending patent application be disclaimed andlimited to the term of another patent that is commonly owned or names a common inventor. As a result, the issuance, scope, validity, term,enforceability and commercial value of our patent rights are highly uncertain.

The patent prosecution process is expensiveand time-consuming, is highly uncertain and involves complex legal and factual questions. Recent patent reform legislation could increasethe uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents.

Our success depends in large part on our abilityto obtain and maintain patent protection in the United States and other countries with respect to our proprietary technology and productcandidates. We seek to protect our proprietary position by filing in the United States and in certain foreign jurisdictions patent applicationsrelated to our novel technologies and product candidates that are important to our business.

The patent prosecution process is expensive andtime-consuming, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or ina timely manner. It is also possible that we will fail to identify patentable aspects of our research and development output before itis too late to obtain patent protection. In addition, we may not pursue or obtain patent protection in all major markets. Moreover, insome circumstances, we may not have the right to control the preparation, filing or prosecution of patent applications, or to maintainthe patents, covering technology that we license from third parties. In some circumstances, our licensors may have the right to enforcethe licensed patents without our involvement or consent, or to decide not to enforce or to allow us to enforce the licensed patents. Therefore,these patents and patent applications may not be prosecuted and enforced in a manner consistent with the best interests of our business.If any of our licensors fail to maintain such patents, or lose rights to those patents, the rights that we have licensed may be reducedor eliminated and our right to develop and commercialize any of our product candidates that are the subject of such licensed rights couldbe adversely affected.

Our pending and future patent applications maynot result in patents being issued which protect our technology or products, in whole or in part, or which effectively prevent othersfrom commercializing competitive technologies and products. In particular, during prosecution of any patent application, the issuanceof any patents based on the application may depend upon our ability to generate additional nonclinical or clinical data that support thepatentability of our proposed claims. We may not be able to generate sufficient additional data on a timely basis, or at all. Moreover,changes in either the patent laws or interpretation of the patent laws in the United States or other countries may diminish the valueof our patents or narrow the scope of our patent protection.

Moreover, we may be subject to a third-party pre-issuancesubmission of prior art to the USPTO, or become involved in opposition, derivation, reexamination, inter partes review,post-grant review or interference proceedings or other patent office proceedings or litigation, in the United States or elsewhere, challengingour patent rights or the patent rights of others. An adverse determination in any such submission or proceeding could reduce the scopeof, or invalidate, our patent rights; allow third parties to commercialize our technology or products and compete directly with us, withoutpayment to us; or result in our inability to manufacture or commercialize products without infringing third-party patent rights. In addition,if the breadth or strength of protection provided by our owned and licensed patents and patent applications is threatened, it could dissuadecompanies from collaborating with us to license, develop or commercialize current or future product candidates.

Obtaining and maintaining our patent protectiondepends upon compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patentagencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

The USPTO and various foreign governmental patentagencies require compliance with a number of procedural, documentary, fee payment and other provisions during the patent prosecution processand following the issuance of a patent. There are situations in which noncompliance with these requirements can result in abandonmentor lapse of a patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In suchan event, competitors might be able to enter the market earlier than would otherwise have been the case if our patent were in force.

Our intellectual property rights may notbe sufficient to protect our competitive position and to prevent others from manufacturing, using or selling competing assays.

The scope of our owned and exclusively licensedintellectual property rights may not be sufficient to prevent others from manufacturing, using or selling competing assays. Competitorscould purchase our product and attempt to replicate some or all of the competitive advantages we derive from our development efforts,willfully infringe our intellectual property rights, design around our protected technology or develop their own competitive technologiesand thereby avoid infringing our intellectual property rights. If our intellectual property is not sufficient to effectively prevent ourcompetitors from developing and selling similar diagnostic tests, our competitive position and our business could be adversely affected.

We may become involved in disputes relatingto our intellectual property rights, and may need to resort to litigation in order to defend and enforce our intellectual property rights.

Extensive litigation regarding patents and otherintellectual property rights has been common in the medical diagnostic testing industry. Litigation may be necessary to assert infringementclaims, protect trade secrets or know-how and determine the enforceability, scope and validity of certain proprietary rights. Litigationmay even be necessary to resolve disputes of inventorship or ownership of proprietary rights. The defense and prosecution of intellectualproperty lawsuits, USPTO interference or derivation proceedings and related legal and administrative proceedings (e.g., a re-examination)in the United States and internationally involve complex legal and factual questions. As a result, such proceedings are costly and timeconsuming to pursue, and their outcome is uncertain.

Even if we prevail in such a proceeding in whichwe assert our intellectual property rights against third parties, the remedy we obtain may not be commercially meaningful or adequatelycompensate us for any damages we may have suffered. If we do not prevail in such a proceeding, our patents could potentially be declaredto be invalid, unenforceable or narrowed in scope, or we could otherwise lose valuable intellectual property rights. Similar proceedingsinvolving the intellectual property we exclusively license could also have an impact on our business. Further, if any of our other ownedor exclusively licensed patents are declared invalid, unenforceable or narrowed in scope, our competitive position could be adverselyaffected.

We could face claims that our activitiesor the manufacture, use or sale of our assays infringe the intellectual property rights of others, which could cause us to pay damagesor licensing fees and limit our ability to sell some or all of our assays and services.

Our research, development and commercializationactivities may infringe or be claimed to infringe patents or other intellectual property rights owned by other parties of which we maybe unaware because the relevant patent applications may have been filed but not yet published. Certain of our competitors and other companieshave substantial patent portfolios and may attempt to use patent litigation as a means to obtain a competitive advantage or to extractlicensing revenue. In addition to patent infringement claims, we may also be subject to other claims relating to the violation of intellectualproperty rights, such as claims that we have misappropriated trade secrets or infringed third party trademarks. The risks of being involvedin such litigation may also increase as we gain greater visibility as a public company and as we gain commercial acceptance of our diagnostictests and move into new markets and applications for our assays.

Regardless of merit or outcome, our involvementin any litigation, interference or other administrative proceedings could cause us to incur substantial expense and could significantlydivert the efforts of our technical and management personnel. Any public announcements related to litigation or interference proceedingsinitiated or threatened against us could cause our share price to decline. An adverse determination, or any actions we take or agreementswe enter into in order to resolve or avoid disputes, may subject us to the loss of our proprietary position or to significant liabilities,or require us to seek licenses that may include substantial cost and ongoing royalties. Licenses may not be available from third partiesor may not be obtainable on satisfactory terms. An adverse determination or a failure to obtain necessary licenses may restrict or preventus from manufacturing and selling our diagnostic tests and offering our services. These outcomes could materially harm our business, financialcondition and results of operations.

We may not be able to adequately protectour intellectual property outside of the United States.

The laws of some foreign countries do not protectintellectual property rights to the same extent as the laws of the United States, and many companies have encountered significant problemsin protecting and defending such rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developingcountries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to medicaldevices, diagnostic testing and biotechnology, which could make it difficult for us to stop the infringement of our patents and for licensors,if they were to seek to do so, to stop infringement of patents that are licensed to us. Proceedings to enforce our patent rights in foreignjurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business. Additionally,prosecuting and maintaining intellectual property (particularly patent) rights are very costly endeavors, and for these and other reasonswe may not pursue or obtain patent protection in all major markets. We do not know whether legal and government fees will increase substantiallyand therefore are unable to predict whether cost may factor into our global intellectual property strategy.

In addition to the risks associated with patentrights, the laws in some foreign jurisdictions may not provide protection for our trade secrets and other intellectual property. If ourtrade secrets or other intellectual property are misappropriated in foreign jurisdictions, we may be without adequate remedies to addressthese issues. Additionally, we also rely on confidentiality and assignment of invention agreements to protect our intellectual propertyin foreign jurisdictions. These agreements may provide for contractual remedies in the event of misappropriation, but we do not know towhat extent, if any, these agreements, and any remedies for their breach, will be enforced by a foreign court. If our intellectual propertyis misappropriated or infringed upon and an adequate remedy is not available, our future prospects will likely diminish. The sale of diagnostictests that infringe our intellectual property rights, particularly if such diagnostic tests are offered at a lower cost, could negativelyimpact our ability to achieve commercial success and may materially and adversely harm our business.

Our failure to secure trademark registrationscould adversely affect our business and our ability to market our assays and product candidates.

Our trademark applications in the United Statesand any other jurisdictions where we may file may not be allowed for registration, and our registered trademarks may not be maintainedor enforced. During trademark registration proceedings, we may receive rejections. Although we are given an opportunity to respond tothose rejections, we may be unable to overcome such rejections. In addition, in the USPTO and in corresponding foreign agencies, thirdparties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellationproceedings may be filed against our applications and/or registrations, and our applications and/or registrations may not survive suchproceedings. Failure to secure such trademark registrations in the United States and in foreign jurisdictions could adversely affect ourbusiness and our ability to market our diagnostic tests and product candidates.

We may be unable to adequately prevent disclosureof trade secrets and other proprietary information, or the misappropriation of the intellectual property we regard as our own.

We rely on trade secrets to protect our proprietaryknow how and technological advances, particularly where we do not believe patent protection is appropriate or obtainable. Nevertheless,trade secrets are difficult to protect. We rely in part on confidentiality agreements with our employees, consultants, third party contractors,third party collaborators and other advisors to protect our trade secrets and other proprietary information. These agreements generallyrequire that the other party to the agreement keep confidential and not disclose to third parties all confidential information developedby us or made known to the other party by us during the course of the other party’s relationship with us. These agreements may noteffectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosureof confidential information. Monitoring unauthorized disclosure is difficult, and we do not know whether the steps we have taken to preventsuch disclosure are, or will be, adequate. If we were to seek to pursue a claim that a third party had illegally obtained and was usingour trade secrets, it would be expensive and time consuming, and the outcome would be unpredictable. Further, courts outside the UnitedStates may be less willing to protect trade secrets. In addition, others may independently discover our trade secrets and proprietaryinformation and therefore be free to use such trade secrets and proprietary information. Costly and time consuming litigation could benecessary to enforce and determine the scope of our proprietary rights. In addition, our trade secrets and proprietary information maybe misappropriated as a result of breaches of our electronic or physical security systems in which case we may have no legal recourse.Failure to obtain, or maintain, trade secret protection could enable competitors to use our proprietary information to develop assaysthat compete with our assays or cause additional, material adverse effects upon our competitive business position.

We may be subject to claims that our employeeshave wrongfully used or disclosed alleged trade secrets of their former employers.

As is common in our industry, we employ individualswho were previously employed at other companies in our industry or in related industries, including our competitors or potential competitors.We may be subject to claims that we or these employees have inadvertently or otherwise used or disclosed trade secrets or other proprietaryinformation of their former employers. Litigation may be necessary to defend against these claims. Even if we are successful in defendingagainst these claims, litigation could result in substantial costs and be a distraction to management.

Third parties may initiate legal proceedingsalleging that we are infringing their intellectual property rights, the outcome of which would be uncertain.

Our commercial success depends upon our abilityto develop, manufacture, market and sell our product candidates without infringing the proprietary rights of third parties. There is considerableintellectual property litigation in the life sciences industry. We cannot guarantee that our product candidates will not infringe third-partypatents or other proprietary rights. We may become party to, or threatened with, future adversarial proceedings or litigation regardingintellectual property rights with respect to our products and technology, including inter partes review, interference,or derivation proceedings before the USPTO and similar bodies in other countries. Third parties may assert infringement claims againstus based on existing intellectual property rights and intellectual property rights that may be granted in the future.

If we are found to infringe a third party’sintellectual property rights, we could be required to obtain a license from such third party to continue developing and marketing ourproducts. However, we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were ableto obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. We couldbe forced, including by court order, to cease commercializing the infringing technology or product. In addition, we could be found liablefor monetary damages, including treble damages and attorneys’ fees if we are found to have willfully infringed a patent. A findingof infringement could prevent us from commercializing our product candidates or force us to cease some of our business operations, whichcould materially harm our business. Claims that we have misappropriated the confidential information or trade secrets of third partiescould have a similar negative impact on our business.

Obtaining and maintaining our patent protectiondepends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patentagencies, and our own patent protection could be reduced or eliminated for noncompliance with these requirements.

Periodic maintenance fees and annuities on anyissued patent are due to be paid to the USPTO and foreign patent agencies in several stages over the lifetime of the patent. The USPTOand various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similarprovisions during the patent application process. While an inadvertent lapse can in many cases be cured by payment of a late fee or byother means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse ofthe patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Noncompliance eventsthat could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to officialactions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. In such an event,our competitors might be able to enter our markets, which could have a material adverse effect on our business.

Intellectual property litigation could causeus to spend substantial resources and distract our personnel from their normal responsibilities.

Even if resolved in our favor, litigation or otherlegal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our technicaland management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings,motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, itcould have an adverse effect on the price of our common stock. Such litigation or proceedings could increase our operating losses andreduce the resources available for development activities or any future sales, marketing or distribution activities. We may not have sufficientfinancial or other resources to conduct such litigation or proceedings adequately. Some of our competitors may be able to sustain thecosts of such litigation or proceedings more effectively than we can because of their greater financial resources. Uncertainties resultingfrom the initiation and continuation of patent litigation or other proceedings could compromise our ability to compete in the marketplace.

We may spend considerable resources developingand maintaining patents, licensing agreements and other intellectual property that may later be abandoned or may otherwise never resultin products brought to market.

Not all technologies and candidate products thatinitially show potential as the basis for future products ultimately meet the rigors of our development process and as a result may beabandoned and/or never otherwise result in products brought to market. In some cases, prior to abandonment we may be required toincur significant costs developing and maintaining intellectual property and/or maintaining license agreements and our business couldbe harmed by such costs.

We rely on information technology, and ifwe are unable to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, our operationscould be disrupted, and our business could be negatively affected.

We rely on information technology networks andsystems to process, transmit and store electronic and financial information; to coordinate our business; and to communicate within ourCompany and with customers, suppliers, partners and other third parties. These information technology systems may be susceptible to damage,disruptions or shutdowns, hardware or software failures, power outages, computer viruses, cyber-attacks, telecommunication failures, usererrors or catastrophic events. If our information technology systems suffer severe damage, disruption or shutdown, and our business continuityplans do not effectively resolve the issues in a timely manner, our operations could be disrupted, and our business could be negativelyaffected. In addition, cyber-attacks could lead to potential unauthorized access and disclosure of confidential information, and dataloss and corruption. There is no assurance that we will not experience these service interruptions or cyber-attacks in the future.

Risks Related to the Company and our Business

We have a limited operating history and mayface difficulties encountered by companies early in their commercialization in competitive and rapidly evolving markets.

We received CE-Mark for our eLab instrument andS1 Assay panel in November of 2019 and began commercializing these products in the fourth quarter of 2020. We have also developed productsfor COVID-19 with the intent to file for FDA EUA. The application for our COVID-19 antibody test was not reviewed by the FDA due to thevolume of EUA requests the Agency has received for similar tests. The EUA application for our COVID-19 antigen test was reviewed by theFDA and additional clinical and analytical information was requested. The Company conducted additional work and refiled the EUA in November2021. The FDA has requested additional information primarily from clinical testing sites prior to initiating their formal review.

Accordingly, we have a relatively limited operatinghistory upon which to evaluate our business and forecast our future sales and operating results. In assessing our business prospects,you should consider the various risks and difficulties frequently encountered by companies early in their commercialization in competitiveand rapidly evolving markets, particularly companies that develop and sell medical devices. These risks include our ability to:

We may not have the institutional knowledge orexperience to be able to effectively address these and other risks that may face our business. In addition, we may not be able to developinsights into trends that could emerge and negatively affect our business and may fail to respond effectively to those trends. As a resultof these or other risks, we may not be able to execute key components of our business strategy, and our business, financial conditionand operating results may suffer.

Sales cycles for our products may be lengthy,which can cause variability and unpredictability in our business.

Some of our products may require lengthy and unpredictablesales cycles, which makes it more difficult to accurately forecast revenues and may cause revenues and operating results to vary fromperiod to period. Our products may involve sales to large public and private institutions which may require many levels of approval andmay be dependent on economic or political conditions and the availability of funding from government or public health agencies which canvary from period to period. There can be no assurance that purchases or funding from these agencies will occur or continue. As a result,we may expend considerable resources on unsuccessful sales efforts or we may not be able to complete transactions at all or on a scheduleand in an amount consistent with our objectives.

We have limited commercial scale capabilities.If we are unable to successfully implement commercial capabilities and manage our growth, our business will be harmed.

We have been a development stage company and wewill need to establish and significantly expand our operations and capabilities. We expect this expansion to occur rapidly and continueto an even greater degree in the future as we continue to commercialize our products, build a sales and marketing organization, and seekmarketing clearance from the FDA and international regulatory bodies for our future product candidates. Our growth will place a significantstrain on our management, operating and financial systems and our sales, marketing, manufacturing, engineering, product development, andadministrative resources. As a result of our growth, operating costs may escalate even faster than planned, and some of our internal systemsand processes, including those relating to manufacturing our products, will need to be established and may need to be enhanced, updatedor replaced. Additionally, our anticipated growth will increase demands placed on our suppliers, resulting in an increased need for usto manage our suppliers and monitor for quality assurance. If we cannot effectively manage our expanding operations, manufacturing capacityand costs, including scaling to meet increased demand and properly managing suppliers, we may not be able to grow or we may grow at aslower pace than expected and our business could be adversely affected.

We face substantial competition, which mayresult in others discovering, developing or commercializing products before or more successfully than we do.

The development and commercialization of medicaldevices is highly competitive. We compete with a variety of multinational pharmaceutical companies and specialized biotechnology companies,as well as products and processes being developed at universities and other research institutions. Our competitors have developed, aredeveloping or will develop product candidates and processes competitive with our product candidates. Competitive therapeutic treatmentsinclude those that have already been approved and accepted by the medical community and any new treatments that may enter the market.We believe that a significant number of products are currently available, under development, and may become commercially available inthe future, for the treatment of indications for which we may try to develop product candidates. 

More established companies may have a competitiveadvantage over us due to their greater size, cash flows and institutional experience. Compared to us, many of our competitors may havesignificantly greater financial, technical and human resources. As a result of these factors, our competitors may have an advantage inmarketing their approved products and may obtain regulatory approval of their product candidates before we are able to, which may limitour ability to develop or commercialize our product candidates. Our competitors may also develop drugs that are safer, more effective,more widely used and less expensive than ours, and may also be more successful than us in manufacturing and marketing their products.

Mergers and acquisitions in the pharmaceuticaland biotechnology industries may result in even more resources being concentrated among a smaller number of our competitors. Smaller andother early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large andestablished companies. These companies compete with us in recruiting and retaining qualified scientific, management and commercial personnel,establishing clinical trial sites and subject registration for clinical trials, as well as in acquiring technologies complementary to,or necessary for, our programs.

Our technologies and products under development,and our business, may fail if we are not able to successfully commercialize them and ultimately generate significant revenues as a result.

Successful development of technologies and ourproduct candidates will require significant additional investment, including costs associated with additional development, completingtrials and obtaining regulatory approval, as well as the ability to manufacture or have others manufacture our products in sufficientquantities at acceptable costs while also preserving product quality. Difficulties often encountered in scaling up production includeproblems involving production yields, quality control and assurance, shortage of qualified personnel, production costs and process controls.In addition, we are subject to inherent risks associated with new technologies and products. These risks include the possibility thatany of our technologies or future products may:

Furthermore, we may be faced with lengthy marketpartner or distributor evaluation and approval processes. Consequently, we may incur substantial expenses and devote significant managementeffort in order to customize products for market partner or distributor acceptance, though there can be no assurance of such acceptance.As a result, we cannot accurately predict the volume or timing of any future sales.

Customers may not adopt our products quickly,or at all.

Customers in the sector in which we operate canbe generally cautious in their adoption of new products and technologies. In addition, given the relative novelty of our future plannedproducts, customers of those products may require education regarding their utility and use, which may delay their adoption. There canbe no assurance that customers will adopt our products quickly, or at all.

The significant level of competition inthe markets for our products developed in the future may result in pricing pressure, reduced margins or the inability of our future productsto achieve market acceptance.

The markets for our future products are intenselycompetitive and rapidly changing. We may be unable to compete successfully, which may result in price reductions, reduced margins andthe inability to achieve market acceptance for our products.

Our competitors may have longer operating histories,significantly greater resources, greater brand recognition and large customer bases than we do. As a result, they may be able to devotegreater resources to the manufacture, promotion or sale of their products, receive greater resources and support from market partnersand independent distributors, initiate or withstand substantial price competition or more readily take advantage of acquisition or otheropportunities.

We may rely on third parties for the productionof our future products. If these parties do not produce our products at a satisfactory quality, in a timely manner, in sufficient quantitiesor at an acceptable cost, our sales and development efforts could be delayed or otherwise negatively affected.

We may rely on third parties for the manufactureof our future products. Our reliance on third parties to manufacture our future products may present significant risks to us, includingthe following:

If we need to enter into agreements for the manufacturingof our future products, there can be no assurance we will be able to do so on favorable terms, if at all.

If we are unable to establish successfulrelations with third-party market partners or distributors, or these market partners or distributors do not focus adequate resources onselling our products or are otherwise unsuccessful in selling them, sales of our products may not develop.

We anticipate relying on independent market partnersand distributors to distribute and assist us with the marketing and sale of our products. Our future revenue generation and growth willdepend in large part on our success in establishing and maintaining this sales and distribution channel. If our market partners and distributorsare unable to sell our products, or receive negative feedback from end users, they may not continue to purchase or market our products.In addition, there can be no assurance that our market partners and distributors will focus adequate resources on selling our productsto end users or will be successful in selling them. Many of our potential market partners and distributors are in the business of distributingand sometimes manufacturing other, possibly competing, products. As a result, these market partners and distributors may perceiveour products as a threat to various product lines currently being distributed or manufactured by them. In addition, these market partnersand distributors may earn higher margins by selling competing products or combinations of competing products. If we are unable to establishsuccessful relationships with independent market partners and distributors, we will need to further develop our own sales and distributioncapabilities, which would be expensive and time-consuming and might not be successful.

The use of our products may be limited byregulations, and we may be exposed to product liability and remediation claims.

The use of our planned products may be regulatedby various local, state, federal and foreign regulators. Even if we are able to comply with all such regulations and obtain all necessaryregistrations, we cannot provide assurance that our future products will not cause injury to the environment, people, or animals and/orotherwise have unintended adverse consequences, under all circumstances. For example, our products may be improperly combined with otherchemicals or, even when properly combined, our products may be blamed for damage caused by those other chemicals. The costs of remediationor products liability could materially adversely affect our results, financial condition and operations.

We may be held liable for, or incur coststo settle, liability and remediation claims if any products we develop, or any products that use or incorporate any of our technologies,cause injury or are found unsuitable during product testing, manufacturing, marketing, sale or use. These risks exist even with respectto products that have received, or may in the future receive, regulatory approval, registration or clearance for commercial use. We cannotguarantee that we will be able to avoid product liability exposure.

At the stage customary to do so, we expect tomaintain product liability insurance at levels we believe are sufficient and consistent with industry standards for like companies andproducts. However, we cannot guarantee that our product liability insurance will be sufficient to help us avoid product liability-relatedlosses. In the future, it is possible that meaningful insurance coverage may not be available on commercially reasonable terms or at all.In addition, a product liability claim could result in liability to us greater than our assets or insurance coverage. Moreover, even ifwe have adequate insurance coverage, product liability claims or recalls could result in negative publicity or force us to devote significanttime and attention to these matters, which could harm our business.

There may be limitations on the effectivenessof our internal controls, and a failure of our control systems to prevent error or fraud may materially harm our Company.

We do not expect that internal control over financialaccounting and disclosure, even if timely and well established, will prevent all error and all fraud. A control system, no matter howwell designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must beconsidered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provideabsolute assurance that all control issues and instances of fraud, if any, have been detected. Failure of our control systems to preventerror or fraud could materially adversely affect our business.

Risks Related to this Offering and Our CommonStock

There has been a limited public market forour common stock, and we do not know whether one will develop to provide you adequate liquidity. Furthermore, the trading price for ourcommon stock, should an active trading market develop, may be volatile and could be subject to wide fluctuations in per-share price.

Our common stock is quoted on the Pink Open Marketunder the trading symbol “NNMX”; historically, however, there has been a limited public market for our common stock. Althoughwe have applied to list our Common Stock on the Nasdaq Stock Market, we cannot assure you that an active trading market for our commonstock will develop or be sustained. The liquidity of any market for the shares of our common stock will depend on a number of factors,including:

Even if an active trading market develops, themarket price for our common stock may be highly volatile and could be subject to wide fluctuations. In addition, the price of shares ofour common stock could decline significantly if our future operating results fail to meet or exceed the expectations of market analystsand investors and actual or anticipated variations in our quarterly operating results could negatively affect our share price.

The volatility of the price of our common stockmay also be impacted by the risks discussed under this “Risk Factors” section, in addition to other factors, including:

Our outstanding warrants and preferred stockmay affect the market price and liquidity of the common stock.

As of May 1, 2022, we had approximately 6,827,956shares of common stock warrants for the purchase of up to approximately an additional 6,827,956 shares of common stock outstanding. Thereare 500 shares of series D preferred outstanding that are convertible into approximately 243,000 shares of common stock. In February 2022,963,964 shares of our series B preferred stock outstanding, were converted into approximately 5.6 million shares of common stock, as wellas 1,000,000 shares of our series C preferred stock which were converted into approximately 35.6 million shares of common stock. The amountof common stock reserved for issuance may have an adverse impact on our ability to raise capital and may affect the price and liquidityof our common stock in the public market. In addition, the issuance of these shares of common stock will have a dilutive effect oncurrent stockholders’ ownership.

The conversion of outstanding convertiblenotes into shares of common stock could materially dilute our current stockholders.

As of the date of this prospectus, we had approximately$9.1 million aggregate principal amount of convertible notes outstanding, convertible into shares of our common stock at a fixed priceof $1.1717 per share. The conversion prices of these notes may be less than the market price of our common stock at the time of conversion,and which may be subject to future adjustment due to certain events, including our issuance of common stock or common stock equivalentsat an effective price per share lower than the conversion rate then in effect. If the entire principal amount of all the outstanding convertiblenotes is converted into shares of common stock, we would be required to issue an aggregate of no less than approximately 7.7 million sharesof common stock. If we issue all of these shares, the ownership of our current stockholders will be diluted.

Because our common stock may be deemed alow-priced “penny” stock, an investment in our common stock should be considered high-risk and subject to marketability restrictions.

Historically, the trading price of our commonstock has been $5.00 per share or lower, and deemed a penny stock, as defined in Rule 3a51-1 under the Exchange Act, and subject to thepenny stock rules of the Exchange Act specified in rules 15g-1 through 15g-100. Those rules require broker–dealers, before effectingtransactions in any penny stock, to:

Consequently, the penny stock rules may restrictthe ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stockin the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limitour ability to raise additional capital in the future.

Financial Industry Regulatory Authority(“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock, whichcould depress the price of our common stock.

In addition to the “penny stock” rulesdescribed above, FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that the investment issuitable for that customer before recommending an investment to a customer. Prior to recommending speculative low-priced securities totheir non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financialstatus, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is ahigh probability that speculative low-priced securities will not be suitable for at least some customers. Thus, the FINRA requirementsmake it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buyand sell our shares of common stock, have an adverse effect on the market for our shares of common stock, and thereby depress our priceper share of common stock.

If securities or industry analysts do notpublish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock priceand trading volume could decline.

The trading market for our common stock may beinfluenced by the research and reports that industry or securities analysts publish about us or our business. We do not currently have,and may never obtain, research coverage by securities and industry analysts. If no or few securities or industry analysts commence coverageof us, the trading price for our common stock may be negatively affected. In the event that we receive securities or industry analystcoverage, if any of the analysts who cover us issue an adverse or misleading opinion regarding us, our business model, our intellectualproperty or our stock performance, or if our operating results fail to meet the expectations of analysts, our stock price would likelydecline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility inthe financial markets, which in turn could cause our stock price or trading volume to decline.

Certain provisions of our certificate ofincorporation and Delaware law make it more difficult for a third party to acquire us and make a takeover more difficult to complete,even if such a transaction were in stockholders’ interest.

Our certificate of incorporation and the DelawareGeneral Corporation Law contain certain provisions that may have the effect of making it more difficult or delaying attempts by othersto obtain control of our Company, even when these attempts may be in the best interests of our stockholders. We also are subject to theanti-takeover provisions of the Delaware General Corporation Law, which prohibits us from engaging in a “business combination”with an “interested stockholder” unless the business combination is approved in a prescribed manner and prohibits the votingof shares held by persons acquiring certain numbers of shares without obtaining requisite approval. The statutes and our certificate ofincorporation have the effect of making it more difficult to effect a change in control of our Company.

We do not currently or for the foreseeablefuture intend to pay dividends on our common stock.

We have never declared or paid any cash dividendson our common stock. We currently anticipate that we will retain future earnings for the development, operation and expansion of our businessand do not anticipate declaring or paying any cash dividends for the foreseeable future. As a result, any return on your investment inour common stock will be limited to the appreciation in the price of our common stock, if any.

INDUSTRY AND MARKET DATA

This prospectus contains estimates and other statisticaldata made by independent parties and by us relating to market size and growth and other data about our industry. We obtained the industryand market data in this prospectus from our own research as well as from industry and general publications, surveys and studies conductedby third parties. These data involve a number of assumptions and limitations and contain projections and estimates of the future performanceof the industries in which we operate that are subject to a high degree of uncertainty, including those discussed in “Risk Factors.”We caution you not to give undue weight to such projections, assumptions and estimates. Further, industry and general publications, studiesand surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracyor completeness of such information. While we believe that these publications, studies and surveys are reliable, we have not independentlyverified the data contained in them. In addition, while we believe that the results and estimates from our internal research are reliable,such results and estimates have not been verified by any independent source. 

USE OF PROCEEDS

The net proceeds from any disposition of the sharesof common stock covered hereby will be received by the selling stockholders. We will not receive any of the proceeds from any such sharesof common stock offered by this prospectus. We will, however, receive the net proceeds of any Warrants exercised for cash. We expect touse the proceeds received from the exercise of the Warrants, if any, for general working capital purposes.

DIVIDEND POLICY

We plan to retain any earnings for the foreseeablefuture for our operations. We have never paid any dividends on our common stock and do not anticipate paying any cash dividends in theforeseeable future. Any future determination to pay cash dividends will be at the sole discretion of our Board and will depend on ourfinancial condition, operating results, capital requirements and such other factors as our Board deems relevant.

MARKET FOR REGISTRANT’S COMMON EQUITYAND RELATED STOCKHOLDER MATTERS

Our common stock is quoted to trade in the over-the-countersecurities market through the OTCQB under the symbol “NNMX”. We have been eligible to participate in on the over-the-countermarkets since February 28, 2012. Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-downor commission and may not necessarily represent actual transactions.

Stockholders

As of June 16, 2022, there were 1,947 holdersof record of our common stock. This number does not include “street name,” or beneficial holders, whose shares are held ofrecord by banks, brokers, financial institutions and other nominees. The transfer agent for Madison’s Common Stock is WorldwideStock Transfer, LLC, One University Plaza, Suite 505, Hackensack, NJ 07601 and their telephone number is (201)820-2008.

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Dividends

We have not paid any dividends on our common stockto date and do not anticipate that we will pay dividends in the foreseeable future. Any payment of cash dividends on our common stockin the future will be dependent upon the amount of funds legally available, our earnings, if any, our financial condition, our anticipatedcapital requirements and other factors that the Board may think are relevant. However, we currently intend for the foreseeable futureto follow a policy of retaining all of our earnings, if any, to finance the development and expansion of our business and, therefore,do not expect to pay any dividends on our common stock during such time.

MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND PLAN OF OPERATIONS

You should read the following discussion andanalysis of our financial condition and plan of operations together with “Selected Financial Data” and our financial statementsand the related notes appearing elsewhere in this prospectus. In addition to historical information, this discussion and analysis containsforward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussedbelow. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussedin the section titled “Risk Factors” included elsewhere in this prospectus. All amounts in this report are in U.S. dollars,unless otherwise noted.

FORWARD-LOOKING STATEMENTS

This report, includingexhibits that are being filed as part of this report, as well as other statements made by Nanomix Corporation (the “Company”,“we”, “us”, and “our”), contain “forward-looking statements” that include informationrelating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Words suchas “may,” “should,” “could,” “would,” “predicts,” “potential,”“continue,” “expects,” “anticipates,” “future,” “intends,” “plans,”“believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-lookingstatements.

These forward-lookingstatements include such things as: investment objectives and the Company’s ability to make investments in a timely manner on acceptableterms; references to future success of the Company’s products; the Company’s business strategy; estimated future capital expenditures;sales of the Company’s products; competitive strengths and goals; and, other similar matters.

These forward-lookingstatements reflect the Company’s current beliefs and expectations with respect to future events and are based on assumptions andare subject to risks and uncertainties and other factors outside the Company’s control that may cause actual results to differ materiallyfrom those projected. Such factors include, but are not limited to, the following: ability to develop, commercialize and market new products;ability to market and sell products, whether through an internal, direct sales force or third parties; ability to manufacture productsin accordance with applicable specifications, performance standards and quality requirements; ability to obtain, and timing and cost ofobtaining, necessary regulatory approvals for new products or new indications or applications for existing products; ability to complywith applicable regulatory requirements; ability to effectively resolve warning letters, audit observations and other findings or commentsfrom the FDA or other regulatory entities; changes in relationships, including disputes or disagreements, with strategic partners or otherparties and reliance on strategic partners for the performance of critical activities under collaborative arrangements; competing productsand technology changes; reduction or deferral of public funding available to customers; competition from new or better technology or lowercost products; market acceptance of our products; changes in market acceptance of products based on product performance or other factors,including changes in testing guidelines, algorithms or other recommendations by the Centers for Disease Control and Prevention and otheragencies; ability to fund research and development and other products and operations; ability to obtain and maintain new or existing productdistribution channels; reliance on sole supply sources for critical products and components; ability to reach and maintain sustained profitability;uncertainty relating to patent protection and potential patent infringement claims; uncertainty and costs of litigation relating to patentsand other intellectual property; availability of licenses to patents or other technology; obstacles to international marketing and manufacturingof products; ability to sell products internationally, including the impact of changes in international funding sources and testing algorithms;adverse movements in foreign currency exchange rates; loss or impairment of sources of capital; ability to attract and retain qualifiedpersonnel; exposure to product liability and other types of litigation; changes in international, federal or state laws and regulations;customer consolidations and inventory practices; equipment failures and ability to obtain needed raw materials and components; the impactof terrorist attacks and civil unrest; changes in laws or regulations; global and regional economic conditions; and general political,business and market conditions.

Although the Companybelieves the expectations reflected in such forward-looking statements are based upon reasonable assumptions, these are only assumptions,and forward-looking statements should not be read as a guarantee of future performance or results and will probably not be accurate indicationsof when such performance or results will be achieved. Investors are cautioned that forward-looking statements may not be reliable andspeak only as of the date they are made and that, except as required by law, the Company undertakes no obligation to update these forward-lookingstatements to reflect any future events or circumstances. All subsequent written or oral forward-looking statements attributable to theCompany or to individuals acting on its behalf are expressly qualified in their entirety by this section.

Investors should alsobe aware that while we do, from time to time, communicate with securities analysts, it is against our policy to disclose any materialnon-public information or other confidential commercial information to securities analysts unless and until we have made it publicly available.Accordingly, stockholders should not assume that we agree with any statement or report issued by any analyst irrespective of the contentof the statement or report. Furthermore, we have a policy against issuing or confirming financial forecasts or projections issued by others.Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not theresponsibility of the Company.

Overview

This discussion and analysisshould be read in conjunction with the accompanying Consolidated Financial Statements and related notes. The discussion and analysis ofour financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordancewith generally accepted accounting principles in the United States (“U.S. GAAP”). The preparation of financial statementsin conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities,disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reportingperiod. On an ongoing basis, we review our estimates and assumptions. Our estimates are based on our historical experience and other assumptionsthat we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptionsor conditions, but we do not believe such differences will materially affect our financial position or results of operations. Our criticalaccounting policies, the policies we believe are most important to the presentation of our financial statements and require the most difficult,subjective and complex judgments, are outlined below in “Critical Accounting Policies,’’.

This management’sdiscussion and analysis of financial condition and results of operations (“MD&A”) is intended to help you understand thebusiness operations and financial condition of the Company as of December 31, 2021 and March 31, 2022.

Our MD&A is presentedin six sections:

Executive Overview

On June 6, 2021, BostonTherapeutics and Nanomix, Inc., or Nanomix, completed a reverse merger, or the Merger, resulting in the formation of Nanomix Corporation(the “Company”). The Company issued to the shareholders of Nanomix 1,000,000 shares of a newly created Series C ConvertiblePreferred Stock of the Company (the “Preferred Stock”). Upon the effectiveness of the amendment to our Certificate of Incorporationto effectuate the reverse stock split of one-for-173, all such shares of Preferred Stock issued to Nanomix shareholders automaticallyconverted into approximately 35,644,997 shares of common stock of the Company, the warrants to be assumed at closing may be exercisableinto approximately 2,124,687 shares of common stock of the Company and the options and restricted stock units assumed at closing may beexercisable into approximately 5,718,838 shares of common stock of the Company. The shares of common stock issuable upon conversion ofthe Preferred Stock together with warrants, restricted stock units and options to be assumed on the closing date represented approximately80% of the outstanding shares of Common Stock of the Company upon closing of the Merger. 

The Closing of the mergereffectuated a change in control of the Company. As a result of the Closing, the Nanomix shareholders own approximately 80.0% of the Company’sissued and outstanding common stock on a fully diluted basis assuming full conversion of the Series C Preferred Stock. As Nanomix is nowthe controlling management party, financial statements are consolidated based on the historical results of operations for Nanomix andthe combined balance sheets of the entities. The Company’s name change to “Nanomix Corporation” and the symbol changeto “NNMX” were effective November 15, 2021. The previously approved 173:1 reverse stock split was effective on March 3, 2022.

Our Business

Nanomix, Inc, is a developmentstage company that seeks to develop, manufacture, and commercialize point-of-care diagnostic tests that are used to detect or monitordiseases. The Company’s product development efforts are focused on our proprietary technology, a novel point-of-care diagnosticplatform that offers certain customer advantages as compared to other point-of-care diagnostic technologies. Nanomix, Inc. was originallyformed in 2001 as a nanotechnology sensor company. In 2009, ownership changed and the business was redirected to development and commercializationof a mobile point-of-care diagnostic platform.

Business Strategy

The healthcare marketis rapidly evolving to incorporate a decentralized system of care delivery within a broad spectrum of environments: the emergency department,skilled nursing facilities, elderly homes, urgent care centers, ambulances, and remote locations. While hospital central laboratoriescurrently are the gold standard of clinical testing, a mobile diagnostic platform offering high-quality testing results at affordableprices is needed to serve the decentralized testing requirements. The Nanomix eLab System is specifically designed to meet this evolvingmarket need. The system includes a durable, handheld, rechargeable battery powered instrument and a disposable multiplex, microfluidictest cartridge. Proprietary biosensors deliver laboratory-quality performance wherever the patient or healthcare provider needs it, includinga wide range of testing environments outside the hospital. The Nanomix eLab System is well suited for markets that include pre-hospitalassessment, chronic medical care, and post-hospital disease management, as well as use in remote locations far from traditional centersof health care delivery. Whether in an Emergency Department, an Urgent Care facility, a skilled nursing facility or on an ambulance, theNanomix eLab System is designed to help mobile health providers to quickly assess a patient’s condition and intervene with a higherlevel of care when necessary.

Our initial product developmentfocus is on testing for critical medical conditions where rapidly available information is needed to help inform clinical decision making.The Nanomix S1 Assay Panel is designed to provide information about critical infections, including sepsis, in approximately 11 minutes.The S1 Assay Panel has received CE marking. Future product development efforts for other critical conditions are planned for development.

Results of Operations

Results of operations for the year endedDecember 31, 2021 and 2020

The results of operationsfor the years ended December 31, 2021 and 2020 were as follows:

Total Revenues

Total net revenues duringthe year ended December 31, 2021 were $142 thousand, a decrease of $371 thousand compared to the same period in 2020. The decrease intotal net revenues was attributable to a reduction of COVID-19 development funding received from BARDA. The BARDA funding began in 2020and the project funding was completed earlier in 2021. There was no appreciable product related revenue in either period.

Research and Development

This category includescosts incurred for product and process development, and clinical & regulatory affairs. Costs for the year ended December 31, 2021were largely related to the development and clinical trials of two assays for COVID-19. Costs in the year ended December 31, 2020 wererelated to the development of the S1 Assay Panel and development work on the COVID-19 program. All development efforts were for developmentof the eLab platform.

Selling, General andAdministrative Expense

Selling, general andadministrative expense (“SG&A”) for the year ended December 31, 2021 increased by $1,615 thousand from the same periodin 2020. The increase was due to establishment of a sales and marketing function in 2021 and increased general and administrative costsin 2021 mainly from legal and accounting costs related to the merger and subsequent regulatory filings.

Other Income (Expense)

Other Income (Expense)in 2021 was $3,740 thousand, an increase in expense of $2,454 compared to 2020. Other expense in 2021 was primarily composed of loss ondebt modification of $2,385 thousand and interest expense of $2,217 thousand for the year ended December 31, 2021. Interest expense of$2,217 thousand in 2021 and $1,286 thousand in 2020 are primarily related to issued Secured Notes and Unsecured Convertible Notes usedto fund the Company’s operations. The Secured Notes and accrued interest were exchanged into senior secured convertible notes andthe unsecured Notes and Accrued interest were converted to Preferred Series C stock in 2021 as part of the merger. Boston Therapeuticsnotes and related accrued interest, predating the merger, were converted into common stock or remain on the balance sheet.

Other expense in 2021was reduced by $408 thousand in forgiveness of the PPP loan received in 2020 and by a gain in the fair value of derivative and warrantliabilities in the amount of $454 thousand.

Net Loss

The Net Loss for theyear ended December 31, 2021 was $9.465 million versus $6.192 million for the same period in 2020. The increased loss of $3.273 millionwas largely due to the loss on debt modification, an increase in interest expense, offset by the PPP loan forgiveness and the change inthe fair value of warrant and derivative liabilities.

Results of operationsfor the three months ended March 31, 2022 and 2021

The results of operationsfor the three months ended March 31, 2022 and 2021 were as follows:

Total Revenues

There were no net revenuesduring the three months ended March 31, 2022. Revenues of $142 thousand in in the first three months of 2021 were related to completionof a BARDA product development contract.

Research and Development

This category includescosts incurred for product and process development, and clinical & regulatory affairs. Costs for the three months ended March 31,2022 were largely related to further development of the Company’s S-1 Assay Panel for critical infections and for regulatory filingand related activities for an assay for the detection of COVID-19. Costs in the three months ended March 31, 2021 were related to thedevelopment of the S1 Assay Panel and development work on the COVID-19 program. All development efforts were for development of the eLabplatform.

Selling, General andAdministrative Expense

Selling, general andadministrative expense (“SG&A”) for the three months ended March 31, 2022 increased by $748 thousand from the same periodin 2021. The increase was due to establishment of a sales and marketing function in 2021 and increased general and administrative costsin 2022 mainly from legal and accounting costs related to the merger and subsequent regulatory filings, insurance, and warrant expenserecorded in the first quarter of 2022.

Other Income (Expense)

Other Income (Expense)in 2022 was $847 thousand, an increase in expense of $491 compared to 2021. Other expense in 2022 was primarily composed of amortizationof debt discount for the three months ended March 31, 2022. Interest expense of $352 thousand in 2021 is related to issued Secured Notesand Unsecured Convertible Notes used to fund the Company’s operations. These Notes and accrued interest were converted to PreferredSeries C stock in 2021 as part of the merger.

Net Loss

The Net Loss for thethree months ended March 31, 2022 was $2.8 million versus $1.2 million for the same period in 2021. The increased loss of $1.6 millionwas largely due to the increase in operating expenses, debt discount amortization and the decrease in revenue.

Liquidity and CapitalResources

Overview

Our liquidity requirementsare primarily to fund our business operations, including capital expenditures and working capital requirements. Our primary sources ofliquidity are additional capital investment and debt.

On June 25, 2021, theCompany entered into a securities purchase agreement with accredited investors pursuant to which the Company issued senior secured convertiblenotes in an aggregate principal amount of approximately $8.4 million for an aggregate purchase price of approximately $7.9 million. Immediatelyprior to the execution of the agreement described above, we entered into exchange agreements with the holders of outstanding promissorynotes with an aggregate principal amount, together with accrued but unpaid interest, of approximately $2.1 million. The holders of theoutstanding promissory notes were issued senior secured notes in the financing described above for an aggregate principal amount of $2.1million. In connection with the issuance of the Notes, we issued to the Investors warrants to purchase an aggregate of approximately 4.1million shares of Common Stock (collectively, the “Warrants”). The Company received approximately $5.8 million in fundingfrom the transaction. 

InMarch of 2022, the Company entered into a Convertible Preferred stock arrangement and issued 500 shares of Preferred D stock for $500thousand. The Preferred D investment agreement is expected to provide an additional $2.5 million in funding over the next 6 months.

Cash Flows

As of December 31, 2021,the Company had cash and equivalents of $297 thousand compared to $15 thousand as of December 31, 2020 and outstanding debt of $8.4 millioncompared to $9.3 million as of the end of 2020. As of March 31, 2022, the Company had cash and equivalentsof $10 thousand compared to $66 thousand as of March 31, 2021 and outstanding debt of $9.1 million compared to $9.5 million in the samequarter of 2021.

Cash used in operatingactivities during the year ended December 31, 2021 was $6.318 million. The net loss of $9.465 million for 2021 was increased by non-cashgains of $408 thousand in forgiveness of the PPP loan and accrued interest received in 2020 and a change of $454 thousand in the fairvalue of derivative and warrant liabilities, offset by a loss on debt modification of $2,385 thousand, and amortization of the discountfrom the issue of promissory notes of $1,478 thousand, which were the significant non-cash expense items.

Cashused in operating activities during the three months ended March 31, 2022 was $1.364 million. The net loss of $2.845 million for the threemonths of 2022 was increased by amortization of the discount from the issue of promissory notes of $815 thousand, which were the significantnon-cash expense items.

Cash used by investingactivities during 2021 of $273 thousand was primarily for investing in of manufacturing equipment offset by cash received in the merger.

Cashused by investing activities during 2021 of $23 thousand was primarily for investing in manufacturing equipment and leasehold improvements.

Cash provided by financingactivities during 2021 of $6.9 million was primarily related to proceeds from the sale of Senior Secured Convertible notes and convertibledebt issuances used to fund company operations.

Cashprovided by financing activities during three months of 2022 of $1.1 million was primarily related to proceeds from the sale of convertibledebt issuances and proceeds of issuance Preferred D stock used to fund company operations.

Off-Balance SheetArrangements

The Company does nothave any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Exchange Act of 1934,as amended.

Recent Developments

In June 2021, the Companycompleted a merger with Boston Therapeutics, a publicly held entity. The Company is the majority shareholder of the resulting entity.As part of the merger agreement, substantially all of the Company’s debt has been converted to equity in the merged entity. In addition,and in conjunction with the merger, Boston Therapeutics entered into a Convertible Equity arrangement, issuing $8.3 million in securedNotes and a related cash investment of $5.8 million.

Significant AccountingPolicies and Critical Accounting Estimates

Significant accountingpolicies are described in Note 3 – Significant Accounting Policies to the audited consolidated financial statements included herein.Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptionsfor calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgmentsare based on our historical experience, terms of existing contracts, our evaluation of trends in the industry, information provided byour customers and information available from other outside sources, as appropriate. We consider an accounting estimate to be criticalif:

The following listingis not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particulartransaction is specifically dictated by accounting principles generally accepted in the United States of America, with no need for management’sjudgment in their application. There are also areas in which management’s judgment in selecting any viable alternative would notproduce a materially different result. There have been no significant changes in our critical accounting estimates during the year endedDecember 31, 2021.

Revenue Recognition

For certain contracts,we recognize revenue from R&D, milestone and grant revenues when earned. Grants are invoiced after expenses are incurred, as thatis the depiction of the timing of the transfer of services. Performance obligations generally follow the major phases of product developmentprocesses: design feasibility & planning, product development & design optimization, design verification, design validation &process validation, and pivotal studies. Further details regarding revenue recognition are document at Note 3(b) – Summary of SignificantAccounting Policies: Revenue Recognition to the Unaudited Condensed Consolidated Financial Statements.

Stock-Based Compensation

We recognize the fairvalue of equity-based awards as compensation expense in our statement of operations. The fair value of our stock option awards was estimatedusing a Black-Scholes option valuation model. This valuation model’s computations incorporate highly subjective assumptions, suchas the expected stock price volatility and the estimated life of each award. The fair value of the options, after considering the effectof expected forfeitures, is then amortized, generally on a straight-line basis, over the related vesting period of the option.

Research & DevelopmentCosts

Research and developmentactivities consist primarily of new product development, continuing engineering for existing products, and regulatory and clinical trialcosts. Costs related to research and development efforts on existing or potential products are expensed as incurred.

Accounts Receivable

No allowance has beenprovided for uncollectible accounts. As of December 31, 2021 and 2020, the Company has $0 and $821 accounts receivable balance, respectively.

Income Taxes

Income taxes are accountedfor under ASC 740 authoritative guidance (“Guidance”), which requires the asset and liability method of accounting for deferredincome taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basesof assets and liabilities. Deferred tax assets or liabilities at the end of each period are determined using the tax rate expected tobe in effect when taxes are actually paid or recovered.

The Guidance also requiresthat a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized.A review of all available positive and negative evidence needs to be considered, including a company’s current and past performance,the market environment in which the company operates, length of carryback and carryforward periods and existing contracts that will resultin future profits. The Company believes that it is more likely than not that it will not be able to utilize its net operating loss carryforwardsand maintains a full valuation allowance. The Company maintains a full valuation allowance on research and development tax credits.

The Guidance also prescribesa comprehensive model for recognizing, measuring, presenting and disclosing in the consolidated financial statements tax positions takenor expected to be taken on a tax return, including a decision whether to file or not to file in a particular jurisdiction.

BUSINESS

Overview

On June 6, 2021, BostonTherapeutics and Nanomix, Inc., or Nanomix, completed a reverse merger, or the Merger, resulting in the formation of Nanomix Corporation(the “Company”).. As consideration for the Merger, The Company issued to the shareholders of Nanomix 1,000,000 shares of anewly created Series C Convertible Preferred Stock of the Company (the “Preferred Stock”). On March 2, 2022, all such sharesof Preferred Stock issued to Nanomix shareholders automatically converted into approximately 35,644,997 shares of common stock of theCompany, the warrants assumed at closing may be exercisable into approximately 2,124,687 shares of common stock of the Company and theoptions and restricted stock units assumed at closing may be exercisable into approximately 5,718,838 shares of common stock of the Company.The shares of common stock issued upon conversion of the Preferred Stock together with warrants, restricted stock units and options assumedon the closing date represent approximately 80% of the outstanding shares of Common Stock of the Company upon closing of the Merger. Afterthe merger, the Company changed its name to Nanomix Corporation and its ticker symbol to NNMX. A previously approved 173:1 reverse stocksplit was effective on March 2, 2022.

After the Merger, ourprimary focus is on the development and commercialization of Nanomix’s advanced mobile Point-of-Care, or POC, diagnostic systemthat can be used in performing a wide range of in vitro diagnostic tests in many environments. Nanomix’s goal is to provide laboratoryquality testing for time sensitive medical conditions, at the first point of contact that a patient has with the healthcare system, nomatter where that occurs. The Nanomix eLab® system is CE Marked, a 510(k) application is currentlyin development, and Emergency Use Application (EUA) for COVID antigen testing has been submitted to the FDA. Nanomix intends to marketand sell this system for the detection and diagnosis of a variety of time sensitive medical conditions.

Prior to the Merger,we were a pre-clinical and clinical-stage pharmaceutical development company focused on the clinical development, outsourced contractmanufacture and test marketing for commercialization of carbohydrate-based patented formulation of investigative materials as medicalfood, supplements, drug and drug combination, and other clinical exploratory outsourced exploratory peptide therapeutic options. Due tolimited funding and the merger, our activity including any drug development during year ended December 31, 2021 was severely limited.Following the closing of the Merger, the Company intends to conduct a comprehensive review of strategic alternatives for our legacy productsand product candidates pertaining to the commercialization of our therapeutic drugs including SUGARDOWN®, BTI-320 and IPOXYN. TheCompany does not expect to receive any form of material consideration in connection with such alternatives. In the event it is not ableto dispose of these assets, the Company expects to cease all operations in connection therewith in order to avoid incurring any furtherassociated expense.

Nanomix eLab System

Nanomix believes that quality healthcare shouldbe available to consumers anywhere and anytime. The foundation of quality healthcare is timely information supporting a proper diagnosisand associated treatment. Our vision is to make healthcare accessible to patients without compromise, by delivering the highest quality,fastest, most cost-effective and portable detection systems that bring the patient and caregiver closer together.

The Nanomix eLab System is a proprietary diagnosticplatform developed by Nanomix to meet the growing need for decentralized medical diagnostic solutions. The platform is designed to providerapid test results in a handheld device at the first point of patient contact in locations that range from Emergency Departments, to longterm and assisted care facilities, to urgent care and emergency medical response settings.

The Nanomix eLab system is a rapid, easy-to-use,quantitative detection platform that performs a range of in vitro diagnostic assays, such as electrochemical immunoassay and enzymaticassays. The platform consists of a hand-held analyzer and a disposable cartridge. The eLab System utilizes a proprietary nano-biosensorwith multiple detection electrodes to generate multiple electrochemical assay results from a single patient sample. Specificity is generatedby functionalizing each of the electrodes on the sensor for particular biomarkers. The sensor is incorporated into a single-use consumablemicrofluidics cartridge that processes the biological sample and reports its results through the handheld eLab System.

The eLab system is designed to be operated bymedical and non-medically trained persons. An assay is run by inserting the cartridge into the eLab Analyzer. Following the prompts onthe Analyzer interface, the user identifies the subject, scans a barcode on the consumable package, loads the test sample into the cartridge,and presses start. Assay results generally take between 10 and 15 minutes, from sample collection to answer. A wide variety of biomoleculeswith varying chemistries can be tested on a single device in one operation. The electrochemical detection system eliminates the need forongoing instrument calibration and maintenance commonly associated with optical systems. Wireless connectivity provides for transmissionof patient results to other devices for data sharing, management, and EMR integration.

Compared with other POC testing systems, the NanomixeLab system provides testing in traditional laboratories as well as non-traditional decentralized environments with enhanced sensitivityand specificity, advanced multiplexing and multimodal capabilities, quantitative results, Bluetooth communication of results and an onboard electronic data base of testing activities. The Nanomix eLab® system is CE Marked, a 510(k) is currently in development, anda COVID-19 Antigen test has been submitted to the FDA for Emergency Use Authorization.

Our strategy is to develop a menu of diagnostictests for the detection and diagnosis of time sensitive medical conditions on the Nanomix eLab Analyzer and to sell, market and distributethe eLab Analyzer and associated tests on a worldwide basis.

Products

The NanomixeLab is an in vitro diagnostic test platform for the quantitative determination of analytes in biological samples that include plasma,whole blood, and nasal swab specimens. The eLab system consists of a handheld analyzer, a sample transfer device and a disposable cartridge.The Nanomix eLab is a platform technology and Nanomix intends to develop a range of testcartridges compatible with Nanomix eLab analyzer. The key advantages of our approach are:

The eLab has been shown to be easily operatedby non-medically trained personnel. The platform performs immunoassays and enzymatic assays. All tests run on the eLab Analyzer utilizethe same disposable cartridge format.

Nanomix’s first product, the S1 Panel Assayfor use in aiding the diagnosis of critical infections, received CE marking for the assay and the eLab Analyzer in November of 2019. Filingof a 510(k) was started in 2020 through a third-party reviewer for the CRP assay. With the advent of the Coronavirus pandemic, Nanomixshifted to developing COVID-19 testing products in April of 2020. Preparation of a 510(k) for the S1 Panel using plasma samples is currentlyin process.

eLab Analyzer

The eLabAnalyzer is a handheld portable instrument that operates via a touch screen using a simple instruction menu. The analyzer works from arechargeable battery or wall power and can be operated during recharging. The eLab Analyzer contains electronics, a pneumatic system,a barcode scanner, data storage, USB connections, and Bluetooth communications. To use the eLab system, an operator signs into the systemand then follows the prompts on the eLab screen to run an assay, run controls, or review past test results. To run a test, the operatorscans or enters a patient ID and scans the consumable test package using the built-in bar code scanner. The barcode contains informationabout the test including manufacturing lot codes and expiration dating for the consumable. The operator loads the patient sample intothe disposable cartridge and inserts the cartridge into the eLab analyzer. The operator is then prompted on the screen to activate theassay. The eLab automatically runs through to completion using the programmed test protocol specific for that assay. At conclusion ofthe test protocol, results are displayed on the screen and can be sent electronically via Bluetooth as selected by the operator. All testinformation is recorded in the onboard database. The instrument includes a robust control system and, if there are errors in processing,the eLab displays an error code on the screen.

COVID-19 Rapid IgG/IgM Test Panel

The Nanomix eLab COVID-19 Rapid IgG/IgM Panelis an electrochemical immunoassay test intended for qualitative detection of IgG and IgM antibodies (without differentiation) to SARS-CoV-2in human venous whole blood and plasma (K2EDTA, lithium-heparin, sodium-heparin, sodium citrate).

Venous whole blood or plasma samples are collectedand using a provided transfer device the sample is transferred to the single-use, microfluidic cartridge. The cartridge is then run onNanomix eLab Analyzer, which will display results after about 10 minutes. The presence of SARS-CoV-2 antibodies is determined using aquantitative electrochemical reading which is then compared to a cutoff level to report a qualitative result of positive or negative.

An EUA for the COVID-19 Rapid IgG/IgM Test Panelwas filed with the FDA in July 2020. In April of 2021, the FDA notified us that given the volume of EUA requests the Agency had received,FDA is having to prioritize EUA requests and they will not be reviewing our product as filed.  Nanomix is currently tracking usecases and reviewing alternative approaches to market the COVID antibody test but at this time does not expect to actively market the COVID-19Rapid IgG/IgM Test Panel

COVID-19 Rapid Antigen Test Panel

The Nanomix eLab COVID-19 Rapid Antigen Panelis an electrochemical immunoassay test intended for the qualitative detection of nucleocapsid antigens from SARS-CoV-2 in nasal (anteriornares) swabs from individuals who are suspected of COVID-19.

Nasal swab samples are collected using a providedswab and sample collection tube, then transferred to the single-use, microfluidic cartridge. The cartridge is then run on Nanomix eLabAnalyzer, which will display results after about 15 minutes. The presence of SARS-CoV-2 antigen is determined using a quantitative electrochemicalreading which is then compared to a cutoff level to report a qualitative result of positive or negative.

The COVID-19 Rapid Antigen Test Panel is CE marked.An EUA for the COVID-19 Antigen Test panel was submitted to the FDA in February of 2021. The Company received comments from the FDA inMay and conducted further clinical and analytical work identified by the FDA. The EUA for the COVID-19 Antigen Test panel was resubmittedto the FDA in November. The FDA has requested additional data primarily from clinical testing sites prior to beginning their formal review.Given reductions in COVID-19 infection rates, the timing of any potential EUA, and the current pricing of COVID-19 tests, the Companydoesn’t expect significant revenue to be produced by the COVID-19 Antigen Test panel.

S1 Assay Panel

The S1 Assay panel was developed as an aid inrapidly diagnosing critical infections including sepsis. The panel provides quantitative tests results for Lactate (LAC), C-Reactive Protein(CRP) and Procalcitonin (PCT) from a single patient sample. A venous whole blood sample type is expected to be added to the S1 Assay in2022. The assay runs on the eLab Analyzer with results available in approximately 11 minutes, providing information rapidly versus thecurrent diagnostic solutions which can take hours to provide a test result.

The Nanomix S1 Panel Cartridge quantitativelymeasures two biomarkers, CRP, and PCT and the metabolite Lactate (LAC) in lithium heparinized (Li-heparinized) plasma specimens.

CRP test results can be used to evaluate infection,tissue injury, and inflammatory disorders.

PCT test results can be used:

LAC test results can be used in the diagnosisand treatment of lactic acidosis, monitoring tissue hypoxia, and diagnosis of hyperlactatemia and septicemia.

Each of the three tests provides important informationabout a patient’s condition. Having all three of these answers in a short time period provides a healthcare provider with importantinformation about the patient’s status within the clinical window for infection diagnosis. All of the test results are used in thecontext of other information about the patient.

S1 Assay Panel use in Sepsis

One potential use of the S1 Assay panel is inthe diagnosis of Sepsis. Sepsis has been highlighted as a global health crisis and there is intense pressure to improve management ofsepsis from early identification to administration of antimicrobial therapy, monitoring and de-escalation of therapy.

Sepsis is the body’s overwhelming and life-threateningresponse to infection that can lead to tissue damage, organ failure, and death. There are more than 49 million cases of Sepsis annuallywith more the 6 million associated deaths. Sepsis is the #1 cost of hospitalization in the U.S with costs for acute sepsis hospitalizationand skilled nursing estimated to be $62 billion annually. As many as 87% of sepsis cases start in the community. According to the SepsisAlliance, Mortality from sepsis increases 8% every hour that treatment is delayed. As many as 80% of sepsis deaths could be preventedwith rapid diagnosis and treatment.

Sepsis testing and diagnosis can be viewed asa 2-stage process:

The Nanomix S1 test panel focuses on the firstphase, the need for rapid screening or patients suspected of sepsis. The S1 test panel provides an easy to use, rapid test at the firstpoint of patient contact to deliver important information about the patient’s condition. The panel includes Lactate, the currenttool most used in sepsis screening, and adds two other tests (CRP and PCT) that are currently used to confirm a diagnosis. By using ourmultiplexing and multimodal technology, we are able to bring all three of these test results from a single sample to healthcare providersin an 11-minute test providing clinicians with host response diagnostics at the time of initial evaluation, in any care setting, may helpassess the following questions and advance standards of care: 1) is there an infection or not? 2) is the infection viral or bacterial?3) what is the severity and deficit of tissue perfusion?

Once hospitalized, a sepsis patient spends onaverage 8 days in an ICU. The S1 panel can also be used to monitor the progress of a patient and to support modification or discontinuationof antibiotic therapy.

Partnerships and Licensees

RedPharm (Beijing) Biotechnology Co., Ltd. (RedPharm)has the right to produce eLab cartridges for the S1 Assay panel in the PRC and has the right to sell and distribute the S1 Assay panelin the PRC, Japan, Korea, and other countries in Southeast Asia.

Sales Channels

We recently established our sales and marketingfunction. We intend our products to be sold globally, both directly and through distributors, to hospitals and clinics, clinical laboratories,and other healthcare entities such as assisted living, extended care, and other non-hospital based care facilities. We have limited productdistribution and our new sales and marketing team is working to build our product distribution capabilities in key markets such as NorthAmerica, Europe, and Southeast Asia.

Currently RedPharm has rights to distribute ourproducts in PRC, Japan, Korea, and countries in Southeast Asia. We are also actively developing distribution partners in the United Kingdomand European Union. To support our distributor’s efforts, we plan to build a distribution sales and technical support capabilitywithin the company.

Manufacturing

We currently have limited manufacturing capacityfor our consumable test cartridges and plan to implement automated production processes in the U.S. and bring on additional manufacturingresources to expand consumable test cartridge manufacturing capacity. We depend on several single source vendors to supply componentsfor our disposable test cartridge and a US-based contract manufacturer for our eLab analyzer. We plan to bring on additional componentsuppliers to add supply chain capacity as well as backup. We have completed the purchase of a significant supply of printed electrodesfrom a former vendor and plan to qualify a new vendor of electrodes.

Sensor functionalization (converting raw electrodesinto a biosensor) is currently done by Nanomix using a robotic system and final cartridge assembly is done by Nanomix manually. We planto invest significantly in increasing capacity of sensor manufacturing processes and to automate portions of the cartridge assembly processes.The costs of our products are expected to decline significantly with volume growth as well as process automation.

RedPharm has the right to produce eLab cartridgesin the PRC.

The Nanomix eLab analyzer is produced by a contractmanufacturer located in the United States. While this is not an exclusive supply arrangement, it would be difficult to transfer productionor add an additional supplier. The production of instruments is done on a purchase order basis. Nanomix purchases and consigns the materialsfor the quantity of instruments on the purchase order. The contract manufacturer builds, tests, and ships the units and invoices Nanomixbased on the units shipped less the cost of the consigned materials. Some of the components used in the eLab analyzer have long lead timesand Nanomix will purchase many of those components in quantities beyond the current purchase order.

Collaboration, Licenseand Quality Agreements

To support the developmentand commercialization of our eLab system and products, in September 2017 we entered into a development and license agreement with RedPharm(Beijing) Biotechnology Co., Ltd., or the RedPharm License. Pursuant to the RedPharm License, we granted an exclusive license to the technologyknow-how, data and regulatory documents for our eLab technology to RedPharm that will support the development of our eLab analyzer inboth humans and animals.

Under the agreement,RedPharm has the rights to produce the eLab cartridges in China for specific assays that are transferred by Nanomix to RedPharm. RedPharmis responsible for any clinical and regulatory activities necessary to register the products for sale in their territories. To date, Nanomixhas transferred the S1 Critical Infections test to RedPharm and RedPharm has paid Nanomix $200 thousand in license fees related to thetransfer of that specific assay. RedPharm is obligated to pay a royalty on the sales of S1 test cartridges. There are limited activitiesin China on registration of the S1 Assay panel, no current regulatory approvals, and no commercial sales activity.

RedPharm also has therights to produce the eLab Analyzer in China for sale in the RedPharm territories upon the payment of an up front license fee. Each eLabanalyzer placed by RedPharm with a customer carries a per unit royalty in the range of a low hundred dollars.

We retain exclusive rightsto commercialize our products throughout the world, except in Australia, New Zealand, Singapore, China, Japan, Korea, Vietnam, Indonesia,Malaysia and the Philippines, where RedPharm will have exclusive rights to commercialize our elab technology. We retain rights to participatein the RedPharm markets depending on their progress in each of the countries. With RedPharm, we have established a collaboration for themanagement of the development of any product that utilizes our technology, including any joint, cross-territory studies that may be undertakenby the parties, if any.

Under the RedPharm License,RedPharm are obligated to pay us future milestone payments up to an aggregate of $6.4 million. Further, sales of test cartridgesbear royalties of a low single-digit percentage based on net sales and sales of eLab Analyzers carry a per unit royalty in the low hundredsof dollars.

The RedPharm Licensecontinues in effect until the expiration of all payment obligations thereunder (including royalty payments and licensee revenue) on aproduct-by-product and country-by-country basis, unless earlier terminated by the parties. Pursuant to the terms of the RedPharm License,in addition to each party’s right to terminate the agreement upon the other party’s material breach (if not cured within aspecified period after receipt of notice) or insolvency, (i) we also have unilateral termination rights in the event RedPharm commencesany court action to invalidate any our intellectual property., and (ii) RedPharm has unilateral termination rights to cancel this agreementupon six (6) months prior written notice.

Technology & Development

Our products are based on the Nanomix eLab electrochemicaldetection technology. Current and planned products will operate on the eLab Analyzer using the current microfluidic disposable test cartridgeform. New product development will be largely focused on expanding the menu of tests that operate on the eLab Analyzer. Our initial focuswill be on testing for medical conditions that require rapid results for patient management and benefit from the mobile capabilities ofour system. Future developments will expand the menu to tests that support other decentralized healthcare needs.

Competition

Many of our competitors are significantly largerand have greater financial, research, manufacturing, and marketing resources. Important competitive factors include product quality, performance,ease of use, price, customer service and reputation. Industry competition is based on these and the following additional factors:

We believe our technical capabilities and proprietaryknow-how relating to our eLab system are strong, particularly for the development of tests for critical care conditions in decentralizedcare environments. However, there are a number of competitive technologies used and/or seeking to be used by others in point-of-care settings.

Although we have no specific knowledge of anyother competitors’ products that could render our products obsolete, if we fail to maintain and enhance our competitive positionor fail to introduce new products and product features, our customers may decide to use the products developed by our competitors, whichcould result in a loss of revenues and cash flow.

Employees

As of June 1, 2022, we had 27 full-time equivalentemployees, of whom 3 were in administration, 10 in research and development and engineering, 11 in manufacturing and quality, and 3 insales and marketing. The majority of our employees are located in San Leandro, California.

We have never had a work stoppage, and none ofour employees are represented by a labor organization or subject to any collective bargaining arrangements. We consider our employee relationsto be good.

Governmental Regulation

Certain of our activities are subject to regulatoryoversight by the FDA under provisions of the Federal Food, Drug, and Cosmetic Act and regulations thereunder, including regulations governingthe development, marketing, labeling, promotion, manufacturing, and export of diagnostic products. Our clinical laboratory customers aresubject to oversight by Centers for Medicare and Medicaid Services, or CMS, pursuant to CLIA, as well as agencies in various states. Failureto comply with applicable requirements can lead to sanctions, including withdrawal of products from the market, recalls, refusal to authorizegovernment contracts, product seizures, civil money penalties, injunctions, and criminal prosecution.

FDA Approval/Clearance Requirements

Unless an exemption applies, each medical devicethat we wish to market in the United States must receive 510(k) clearance or Premarket Approval (PMA). Medical devices that receive 510(k)clearance are “cleared” by the FDA to market, distribute, and sell in the United States. Medical devices that obtain a PMAby the FDA are “approved” to market, distribute and sell in the United States. We cannot be certain that 510(k) clearanceor PMA approval will ever be obtained for any products that we develop. Descriptions of the PMA and 510(k) clearance processes are providedbelow.

The FDA decides whether a device must undergoeither the 510(k) clearance or PMA based on statutory criteria that utilize a risk-based classification system. PMA is the FDA processof scientific and regulatory review to evaluate the safety and effectiveness of Class III medical devices and, in many cases, Class IImedical devices. Class III devices are those that support or sustain human life, are of substantial importance in preventing impairmentof human health, or which present a potential, unreasonable risk of illness or injury. The FDA uses these criteria to decide whether aPMA or a 510(k) is appropriate, including the level of risk that the agency perceives is associated with the device and a determinationby the agency of whether the product is a type of device that is similar to devices that are already legally marketed. Devices deemedto pose relatively less risk are placed in either Class I or II. In many cases, the FDA requires the manufacturer to submit a 510(k) requestingclearance (also referred to as a premarket notification), unless an exemption applies. The 510(k) must demonstrate that the manufacturer’sproposed device is “substantially equivalent” in intended use and in safety and effectiveness to a legally marketed predicatedevice. A “predicate device” is a pre-existing medical device to which equivalence can be drawn, that is either in Class Ior Class II or is a Class III device that was in commercial distribution before May 28, 1976, for which the FDA has not yet called forsubmission of a PMA application.

Device classification depends on the device’sintended use and its indications for use. In addition, classification is risk-based, that is, the risk the device poses to the patientand/or the user is a major factor in determining the class to which it is assigned. Class I includes devices with the lowest risk andClass III includes those with the greatest risk.

Class I devices are those for which safetyand effectiveness can be assured by adherence to the FDA’s general regulatory controls for medical devices, or the General Controls,which include compliance with the applicable portions of the FDA’s quality system regulations, facility registration and productlisting, reporting of adverse medical events, and appropriate, truthful and non-misleading labeling, advertising, and promotional materials.Some Class I devices also require premarket clearance by the FDA through the 510(k) process.

Class II devices are subject to the FDA’sGeneral Controls, and any other special controls as deemed necessary by the FDA to ensure the safety and effectiveness of the device.Premarket review and clearance by the FDA for Class II devices is accomplished through the 510(k) process. Pursuant to the Medical DeviceUser Fee and Modernization Act of 2002, unless a specific exemption applies, 510(k) submissions are subject to user fees. Certain ClassII devices are exempt from this premarket review process.

Class III includes devices with the greatestrisk. Devices in this class must meet all of the requirements in Classes I and II. In addition, Class III devices cannot be marketed untilthey receive Premarket Approval.

The safety and effectiveness of Class III devicescannot be assured solely by the General Controls and the other requirements described above. These devices require formal clinical studiesto demonstrate safety and effectiveness. Under Medical Device User Fee and Modernization Act of 2002, PMA applications (and supplementalpremarket approval applications) are subject to significantly higher user fees than 510(k) applications, and they also require considerablymore time and resources.

510(k) Clearance Pathway

We are currently developing products that eitherwill or are likely to require an FDA 510(k) clearance. We anticipate submitting a 510(k) for each such product to demonstrate that suchproposed device is substantially equivalent to a previously cleared 510(k) device or a device that was in commercial distribution beforeMay 28, 1976, for which the FDA has not yet called for the submission of a 510(k). The FDA’s 510(k) clearance pathway usually takesfrom three to twelve months but could take longer. In some cases, the FDA may require additional information, including clinical data,to make a determination regarding substantial equivalence.

If a device receives 510(k) clearance, any modificationthat could significantly affect its safety or effectiveness, or that would constitute a new or major change in its intended use, willrequire a new 510(k) clearance or, depending on the modification, a PMA. The FDA requires each device manufacturer to determine whetherthe proposed change requires submission of a new 510(k) or a PMA, but the FDA can review any such decision and, if it disagrees with themanufacturer’s determination, can require the manufacturer to cease marketing and/or recall the modified device until 510(k) clearanceor PMA of the modified device is obtained.

Clinical Laboratory Improvement Amendmentsof 1988

A manufacturer of a test categorized as moderatelycomplex may request that categorization of the test be waived through a CLIA Waiver (CW) by Application submission to the FDA. When atest is categorized as waived, it may be performed by laboratories with a Certificate of Waiver, such as a physician’s office orother outreach setting. In a CW submission, the manufacturer provides evidence to the FDA that a test meets the CLIA statutory criteriafor waiver CLIA, a walk-in clinic or an emergency room provides CMS authority over all laboratory testing, except research that is performedon humans in the United States. The Division of Laboratory Services, within the Survey and Certification Group under the CMS, has theresponsibility for implementing the CLIA program.

The CLIA program is designed to establish qualitylaboratory testing by ensuring the accuracy, reliability and timeliness of patient test results. Under CLIA, a laboratory is a facilitythat does laboratory testing on specimens derived from humans and used to provide information for the diagnosis, prevention or treatmentof disease, or impairment of, or assessment of health. Under the CLIA program, unless waived, laboratories must be certified by the government,satisfy governmental quality and personnel standards, undergo proficiency testing, be subject to inspections and pay fees. We anticipaterequesting CLIA Waiver for the tests we develop.

Pervasive and Continuing FDA Regulation

A host of regulatory requirements apply to ourapproved devices, including: the quality system regulation, which requires manufacturers to follow elaborate design, testing, control,documentation and other quality assurance procedures; the Medical Reporting Regulations, which require manufacturers to report to theFDA specified types of adverse events involving their products; labeling regulations; and the FDA’s general prohibition againstpromoting products for unapproved or “off-label” uses. Some Class II devices are subject to special controls-such as performancestandards, post-market surveillance, patient registries, and FDA guidelines-that do not apply to Class I devices.

The regulatory requirements that apply to ourapproved products classified as medical devices include:

Our Emeryville, CA facility was licensed by theState of California. We have moved to a new facility and will need to transfer or obtain a State of California license for the new facility.We and any third-party manufacturers are subject to announced and unannounced inspections by the State or the FDA to determine our compliancewith QSR and other regulations.

21st Century Cures Act

The 21st Century Cures Act, enacted in December2016, contains several sections specific to medical device innovations. We believe that implementation of the 21st Century Cures Act mayhave a positive impact on its businesses by facilitating innovation and/or reducing the regulatory burden imposed on medical device manufacturers.

Environmental Laws

We believe that we are in compliance in all materialrespects with all foreign, federal, state, and local environmental regulations applicable to our manufacturing facilities. The cost ofongoing compliance with such regulations does not have a material effect on our operations.

Intellectual Property

Intellectual Property Strategy

Our intellectual property strategy is to: (1)build our own intellectual property portfolio around our eLab and electrochemical detection system; (2) pursue licenses, trade secretsand know-how within the area of rapid point-of-care testing; and, (3) develop and acquire proprietary positions to certain biomarkers.

eLab and Electrochemical Detection System IntellectualProperty

We have obtained patent coverage on eLab and Electrochemicaldetection technology, including numerous patents in the United States, China, Japan, and the European Union. Additional patent applicationsare pending in the United States, as well as in the European Union.

Trademarks

We have filed and obtained trademarks for ourproducts, including the Nanomix eLab System. Our trademarks have been obtained in the United States and certain other countries aroundthe world.

Trade Secrets and Know-How

We have developed a substantial body of tradesecrets and know-how relating to the development and manufacture of our eLab and electrochemical test system, including the productionof sensors, the design and production of microfluidics contained in the disposable test cartridge, the sourcing and optimization of materialsfor such tests, and methods to maximize sensitivity, speed-to-result, specificity, stability and reproducibility of our tests. These tradesecrets and know-how provide us with an important competitive advantage. 

Properties

We do not own real properties. Our principal executiveoffices recently relocated to 2121 Williams Street, San Leandro, CA, 94577. We lease our office pursuant to a 5-year lease which terminateson March 31, 2027. We believe that our existing facilities are suitable and adequate to meet our current needs. However, we may need toadd or expand as we increase production levels or add employees. We believe that suitable additional or substitute space will be availableas needed to accommodate any such expansion of our operations.

Legal Proceedings

The Company is subject to claims and legal proceedingsthat arise in the ordinary course of business. Such matters are inherently uncertain, and there can be no guarantee that the outcome ofany such matter will be decided favorably to the Company or that the resolution of any such matter will not have a material adverse effectupon the Company’s Consolidated Financial Statements. The Company does not believe that any of such pending claims and legal proceedingswill have a material adverse effect on its Consolidated Financial Statements. The Company records a liability in its Consolidated FinancialStatements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. The Company reviewsthese estimates each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matteris both probable to result in a liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses thepossible loss or range of loss to the extent necessary for its Consolidated Financial Statements not to be misleading. If the loss isnot probable or cannot be reasonably estimated, a liability is not recorded in its Consolidated Financial Statements.

Set forth below is a description of the Company’sLegal Proceedings.

In March 2019, we were served with notificationof complaint filed by CureDM Inc. as agent for the members of CureDM Group Holdings, LLC filed with the Supreme Court of the State ofNew York County of New York regarding breach of contract and other matters relating to their desire to unwind the acquisition of CureDMGroup Holdings LLC according to the original Contribution Agreement. The complaint was withdrawn by CureDM, Inc. in December 2019. TheCompany is continuing to work with the representatives from CureDM Inc. to settle this claim and unwind the Contribution Agreement.

In addition to the above matter, we are also ina dispute with Level Brands, Inc. regarding a License Agreement dated June 21, 2018 (JAMS Ref. No.: 1220061261). The Company filed anAnswer to Complaint and Counter-complaint on June 25, 2019. Both parties are claiming non-performance under the License Agreement. Thematter was scheduled for arbitration in October 2019. In October 2019, the arbitration was dismissed without prejudice.

On October 16, 2019 the Company received a Summonsand Complaint filed by Microcap Headlines Inc. against the Company in the Supreme Court of the United States of New York County of Suffolkclaiming damages of $18,000 and the costs and disbursements of the action. During January 2021, the Company settled this claim with MicrocapHeadlines, Inc. for $10,000.

MANAGEMENT

Executive Officers and Directors

The following table sets forth the name, age andposition of each of our executive officers, key employees and directors as of the date of this prospectus.

David Ludvigson has servedas the President and Chief Executive Officer of Nanomix, Inc. since June 2013. From October 2009 through present day, Mr. Ludvigson hasserved as President of Knight Ludvigson Advisors providing advisory and business consultingservices to Life Science and Technology companies including M&A, financing, business strategy, go to market planning and sales channelstrategy and implementation. Mr. Ludvigson serves on the board of directors of Imagion Biosystems, Inc. (IBX), One BioMed PTE LTD (privatelyheld), and China Stem Cells Ltd. (privately held). Mr. Ludvigson received his BS and MAS in Accounting from Gies College of Business –University of Illinois Urbana-Champaign. Mr. Ludvigson is not related to any Officers or Directors of the Company. There areno related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K. 

Vidur Sahney has served as ChiefOperating Officer of the Company since March 2022. From May 2019 through March 2022, Mr. Sahney served as chief operating officer of ExTheraMedical, a medical device company. From November 2019 through May 2021, Mr. Sahney was a senior partner at MKA Insights, a consultingcompany focused on the life science industry. From September 2018 through May 2019, Mr. Sahney was the Operations Lead (Medical Devices),Global Operations and Supply Chain for JUUL Labs, an electronic cigarette manufacturer. From February 2017 through August 2018, Mr. Sahneywas the Vice President, Global Operations & Supply Chain for Sientra, Inc (NASDAQ: SIEN), a medical aesthetics company. Mr. Sahneyreceived his B.S, Mechanical Engineering from San Francisco State University.

John Hardesky hasserved as Chief Commercial Officer of the Company since March 2021. From July 2020 to March 2021, Mr. Hardesky was head of commercialactivities for LIQUIDsmarts, a consulting organization. From 2016 to 2020, he served as VP, Laboratory Solutions for McKesson, from 2014to 2106 he was Vice President of Marketing for LABSCO (acquired by McKesson), and from 2005 to 2014, he was Chief Operating Officer ofVital Diagnostics, Inc, a manufacturer of laboratory diagnostic testing devices. Mr. Hardesky receive a B.S. degree from Lenoir-RhyneUniversity.

GarrettGruener is a co-founder of Alta Partners, and was also a Partner at Burr, Egan, Deleage & Co. He served as the ChiefExecutive Officer at Nanomix from 2008 to 2013 and has more than two decades of experience in the fields of software development, systemsengineering and corporate development. In 1982, he founded Virtual Microsystems, a successful communications software company that waslater merged with a larger corporation. Mr. Gruener then founded Ask Jeeves, now Ask.Com, a leading Internet search engine whichis now part of IAC. Mr. Gruener is now Chairman of Nanomix, a point-of-care diagnostics company. He earned a Masters Degree from the Universityof California, Berkeley and a Bachelor of Science from the University of California, San Diego, both in Political Science with a focuson technology policy.

Gregory Schiffman has servedas the Chief Financial Officer of privately-held AbSci, LLC since April 2020. He previously served as the Chief Financial Officerof Vineti, Inc. from October 2017 through April 2018. He also previously served as the Chief Financial Officer of each of Iovance Biotherapeutics(formerly Lion Biotechnologies), from October 2016 through June 2017, Stem Cells, Inc., from January 2014 through September 2016, DendreonCorporation, from December 2006 through December 2013 and Affymetrix from August 2001 through December 2006. He currently serves on theboards of directors of BioEclipse, a private company, as well as on the board of Ayro, Inc. (Nasdaq: Ayro). Mr. Schiffman holds a B.S.in Accounting from DePaul University and an MM (MBA) from Northwestern University Kellogg Graduate School of Management. Mr. Schiffman’squalifications to sit on the Board include his financial background, business experience and education.

Jerry Fiddler is the principalof Zygote Ventures and has helped create and grow numerous companies, as CEO, chairman, director, investor and advisor. Mr. Fiddler isthe founder of Wind River Systems and was for 23 years its CEO and Chairman and was Chairman of Solazyme (Nasdaq: SZYM).  Mr. Fiddlergraduated from the University of Illinois at Urbana-Champaign with a MS Computer Science and BA in Music and Photography. He currentlyserves on several private company and non-profit boards.

Family Relationships

No family relationships exist between any of ourcurrent or former directors or executive officers.

Involvement in Certain Legal Proceedings

There are no material proceedings to which anydirector or executive officer or any associate of any such director or officer is a party adverse to our company or has a material interestadverse to our company.

Section 16(a) Beneficial Ownership ReportingCompliance

Section 16(a) of the Securities Exchange Act of1934, as amended, requires our directors and executive officers and persons who own more than 10% of the issued and outstanding sharesof our common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes in that ownershipwith the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies ofall Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and writtenrepresentations no other reports were required, during the fiscal year ended December 31, 2020 all Section 16(a) filing requirements applicableto our officers, directors and greater than 10% beneficial owners were not complied with.

Code of Ethics

We have not adopted a code of ethics because ourBoard of Directors believes that our small size does not merit the expense of preparing, adopting and administering a code of ethics.Our Board of Directors intends to adopt a code of ethics during the fiscal year ended December 31, 2022.

Corporate Governance 

Our Directors are elected annually and each holdsoffice until the annual meeting of our stockholders and until their respective successors are elected and qualified. Our officers, includingany officers we may elect moving forward, will hold their positions at the pleasure of the Board of Directors, absent any employment agreement.In the event we employ any additional officers or directors, they may receive compensation as determined by our Board of Directors fromtime to time. Vacancies in the Board of Directors will be filled by majority vote of the remaining directors. Our Directors may be reimbursedby us for expenses incurred in attending meetings of the Board of Directors.

Board of Directors Independence

We are not currently subject to any law, ruleor regulation requiring that all or any portion of our Board of Directors include “independent” directors.

Board Committees, Compensation Committee Interlocks and InsiderParticipation 

The Company has two Board Committees, an AuditCommittee and a Compensation Committee. The Audit Committee is composed of Greg Schiffman (Committee Chair) and Jerry Fiddler. The CompensationCommittee is composed of Garret Gruener and Jerry Fiddler.

Director Nominations

We do not have any defined policy or procedurerequirements for shareholders to submit recommendations or nominations for directors. We do not currently have any specific or minimumcriteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating suchnominees. Our Board of Directors assesses all candidates, whether submitted by management or shareholders, and makes recommendations forelection or appointment.

A shareholder who wishes to communicate with ourBoard of Directors may do so by directing a written request to the address appearing on the first page of this annual report.

Your letter should indicate that you are a stockholder of our Company. Depending on the subject matter, management will:

At each Board of Directors meeting or throughthe course of other communication, a member of management presents a summary of all communications received since the last meeting thatwere not forwarded and makes those communications available to the Directors on request.

Audit Committee and Audit Committee FinancialExpert

Our Board of Directors has determined that priorto the closing of the Merger, we did not have a board member that qualifies as an “audit committee financial expert” as definedin Item 407(d)(5)(ii) of Regulation S-K. Subsequent to the merger upon installation of a new board of directors, Greg Schiffman qualifiesas an “audit committee financial expert”.

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation

Set forth below is certain information regardingthe historical compensation of our named executive officers during the year ended December 31, 2021. The named executive officersfor the year ended December 31, 2021 consisted of the principal executive officer and our two most highly compensated executive officersother than our principal executive officer of Nanomix who were serving as executive officers as of December 31, 2021 (our “namedexecutive officers”). 

Summary Compensation Table

The following table shows information regardingthe compensation of the named executive officers during the fiscal years ended December 31, 2021, 2020 and 2019.

Narrative Disclosure to Summary CompensationTable

We do nothave employment arrangements with our named executive officers.

Outstanding Equity Awards at December 31,2021

The following table sets forth specified informationconcerning outstanding equity incentive plan awards for each of the named executive officers outstanding as of December 31, 2021.

Compensation of Directors

The following table showsthe total compensation paid or accrued during the fiscal year ended December 31, 2021 to each of Nanomix’s current and former non-employee directors.Directors who are employed by us are not compensated for their service on our Board of Directors.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Except as otherwise set forth herein, during thelast two fiscal years, we have not entered into any material transactions or series of transactions that would be considered materialin which any officer, director or beneficial owner of 5% or more of any class of our capital stock, or any immediate family member ofany of the preceding persons, had a direct or indirect material interest. There are no transactions presently proposed, except as follows:

SECURITY OWNERSHIP OF BENEFICIAL OWNERS ANDMANAGEMENT

The following table sets forth certain informationregarding beneficial ownership of our common stock as of June 21, 2022 by (i) each person (or group of affiliated persons) who isknown by us to own more than five percent (5%) of the outstanding shares of our common stock, (ii) each director and executive officer,and (iii) all of our directors and executive officers as a group. As of April 12, 2022, there were 46,203,866 shares of our common stockissued and outstanding.

Except as otherwise indicated, the persons listedbelow have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that powermay be shared with a spouse.

Beneficial ownership is determined in accordancewith SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or groupof persons is deemed to have “beneficial ownership” of any shares of common stock that such person currently owns or has theright to acquire within 60 days of the date of this prospectus. With respect to options and warrants, this would include optionsand warrants that are currently exercisable within 60 days. With respect to convertible securities, this would include securities thatare currently convertible within 60 days.

Except as indicated in footnotes to this table,we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stockshown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the addressfor each director and executive officer listed is: c/o Nanomix Corp., 2121 Williams St, San Leandro, CA 94577.

The following table sets forth certain informationregarding beneficial ownership of our common stock and preferred stock as of May 1, 2022, after the Transaction was consummated on suchdate by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, (ii) each director andeach of our Named Executive Officers and (iii) all executive officers and directors as a group.

The number of shares of common stock beneficiallyowned by each person is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownershipfor any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting poweror investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through theexercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (orshares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any sharesdeemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

DESCRIPTION OF CAPITAL STOCK

General

The following description of the Company’scapital stock and provisions of its Certificate of Incorporation, as amended and Bylaws are summaries and are qualified by reference tothe full text of the Company’s Certificate of Incorporation and  Bylaws.

The Company is authorized to issue 2,005,000,000shares of capital stock, par value $0.001 per share, of which 2,000,000,000 are shares of common stock and 5,000,000 are shares of “blankcheck” preferred stock.

As of the date of this prospectus, the Companyhad outstanding 46,203,866 shares of common stock held by 1,752 shareholders of record. The actual number of holders of our common stockis greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in streetname by brokers or held by other nominees. This number of holders of record also does not include stockholders whose shares may be heldin trust by other entities.

Common Stock

Each shareof our common stock entitles the holder to receive notice of and to attend all meetings of our stockholders with the entitlement to onevote. Holders of common stock are entitled, subject to the rights, privileges, restrictions and conditions attaching to any other classof shares ranking in priority to the common stock, to receive any dividend declared by the Board of Directors. If we are voluntarily orinvoluntarily liquidated, dissolved or wound-up, the holders of common stock will be entitled to receive, after distribution in full ofthe preferential amounts, if any, all of the remaining assets available for distribution ratably in proportion to the number of sharesof common stock held by them. Holders of common stock have no redemption or conversion rights. The rights, preferences and privilegesof holders of shares of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any seriesof Preferred Stock issued and outstanding or that we may designate and issue in the future. 

Preferred Stock

We are authorized toissue up to 5,000,000 shares of preferred stock. This preferred stock may be issued in one or more series, the terms of which may be determinedat the time of issuance by our board of directors without further action by stockholders. The terms of any series of preferred stock mayinclude voting rights (including the right to vote as a series on particular matters), preferences as to dividend, liquidation, conversionand redemption rights and sinking fund provisions. The issuance of any preferred stock could materially adversely affect the rights ofthe holders of our common stock, and therefore, reduce the value of our common stock and the Notes. In particular, specific rights grantedto future holders of preferred stock could be used to restrict our ability to merge with, or sell our assets to, a third party and therebypreserve control by the present management.

Transfer Agent

The transfer agent and registrar for our commonstock is Worldwide Stock Transfer, LLC.

Delaware Anti-Takeover Law and Provisionsof Certificate of Incorporation and By-Laws

Delaware Anti-Takeover Law

We are subject to Section 203of the Delaware General Corporation Law. Section 203 generally prohibits a public Delaware corporation from engaging in a “businesscombination” with an “interested stockholder” for a period of three years after the date of the transaction in whichthe person became an interested stockholder, unless:

Section 203 defines a “businesscombination” to include:

In general, Section 203 defines an “interestedstockholder” as any person that is:

Under specific circumstances,Section 203 makes it more difficult for an “interested stockholder” to effect various business combinations with a corporationfor a three-year period, although the stockholders may, by adopting an amendment to the corporation’s certificate of incorporationor bylaws, elect not to be governed by this section, effective 12 months after adoption.

Our certificate of incorporationand bylaws do not exclude us from the restrictions of Section 203. We anticipate that the provisions of Section 203 might encouragecompanies interested in acquiring us to negotiate in advance with our Board of Directors since the stockholder approval requirement wouldbe avoided if a majority of the directors then in office approve either the business combination or the transaction that resulted in thestockholder becoming an interested stockholder.

Certificate of Incorporation and Bylaws

Provisions of our certificateof incorporation and bylaws to be in effect upon the consummation of this offering may delay or discourage transactions involving anactual or potential change of control or change in our management, including transactions in which stockholders might otherwise receivea premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, theseprovisions could adversely affect the price of our common stock. Among other things, our certificate of incorporation and bylaws will:

Equity Incentive Plan

2021 Equity Incentive Plan

Introduction

On January 25, 2021, our board of directorsadopted our 2021 Omnibus Equity Incentive Plan (the “2021 Plan”). The 2021 Plan became effective on the date that it wasapproved by our stockholders (the “Effective Date”).

Under the 2021 Plan, 5,497,977 shares of Company common stock are initially available for grant.

Our administrator may grant incentive stock options,non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awardsto participants to acquire shares of Company common stock under the 2021 Plan. It is anticipated that the Plan will be administered byour Board of Directors or the Compensation Committee. The following table sets forth, as of May 1, 2022, the approximate number of eachclass of participants eligible to participate in the 2021 Stock Incentive Plan and the basis of such participation.

Rationale for Adoption of the 2021 Plan

Grants of options, stock appreciation rights,restricted shares of common stock, restricted stock units, and other stock-based awards to our employees, directors, and independentcontractors are an important part of our long-term incentive compensation program, which we use in order to strengthen the commitmentof such individuals to us, motivate them to faithfully and diligently perform their responsibilities, and attract and retain competentand dedicated individuals whose efforts are expected to result in our long-term growth and profitability.

The number of shares proposed to be availablefor grant under the 2021 Plan is designed to enable the Company to properly incentivize its employees and management teams over a numberof years on a going-forward basis.

Shares Available; Certain Limitations.The maximum number of shares of common stock reserved and available for issuance under the 2021 Plan will be equal to 11,568,437shares of common stock provided that shares of common stock issued under the 2021 Plan with respect to an Exempt Award will not countagainst the share limit. We use the term “Exempt Award” to mean (i) an award granted in the assumption of, or in substitutionfor, outstanding awards previously granted by another business entity acquired by us or any of our subsidiaries or with which we or anyof our subsidiaries merge, or (ii) an award that a participant purchases at fair market value.

New shares reserved for issuance under the 2021Plan may be authorized but unissued shares of Company’s common stock or shares of Company’s common stock that will have beenor may be reacquired by us in the open market, in private transaction or otherwise. If any shares of Company’s common stock subjectto an award are forfeited, cancelled, exchanged or surrendered or if an award terminates or expires without a distribution of sharesto the participant, the shares of Company common stock with respect to such award will, to the extent of any such forfeiture, cancellation,exchange, surrender, termination or expiration, again be available for awards under the Plan except that any shares of Company commonstock surrendered or withheld as payment of either the exercise price of an award and/or withholding taxes in respect of an award willnot again be available for awards under the Plan. If an award is denominated in shares of Company’s common stock, but settled incash, the number of shares of common stock previously subject to the award will again be available for grants under the 2021 Plan. Ifan award can only be settled in cash, it will not be counted against the total number of shares of common stock available for grant underthe 2021 Plan. However, upon the exercise of any award granted in tandem with any other awards, such related awards will be cancelledas to the number of shares as to which the award is exercised and such number of shares of Company’s common stock will no longerbe available for grant under the 2021 Plan.

The stock reserved under the 2021 Plan will provideus with the platform needed for our continued growth, while managing program costs and share utilization levels within acceptable industrystandards.

Description of 2021 Plan

The following is a summary of the material featuresof the 2021 Plan. This summary is qualified in its entirety by the full text of the 2021 Plan.

Types of Awards. The 2021 Planprovides for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights (“SARs”),restricted stock, restricted stock units (“RSUs”), and other stock-based awards. Items described above in the Sectioncalled “Shares Available” are incorporated herein by reference.

Administration. The 2021 Plan willbe administered by our board of directors, or if our board of directors does not administer the 2021 Plan, a committee or subcommitteeof our board of directors that complies with the applicable requirements of Section 16 of the Exchange Act and any other applicable legalor stock exchange listing requirements (each of our board of directors or such committee or subcommittee, the “plan administrator”).The plan administrator may interpret the 2021 Plan and may prescribe, amend and rescind rules and make all other determinations necessaryor desirable for the administration of the 2021 Plan.

The 2021 Plan permits the plan administratorto select the eligible recipients who will receive awards, to determine the terms and conditions of those awards, including but not limitedto the exercise price or other purchase price of an award, the number of shares of common stock or cash or other property subject toan award, the term of an award and the vesting schedule applicable to an award, and to amend the terms and conditions of outstandingawards.

Restricted Stock and Restricted Stock Units.Restricted stock and RSUs may be granted under the 2021 Plan. The plan administrator will determine the purchase price, vestingschedule and performance goals, if any, and any other conditions that apply to a grant of restricted stock and RSUs. If the restrictions,performance goals or other conditions determined by the plan administrator are not satisfied, the restricted stock and RSUs will be forfeited.Subject to the provisions of the 2021 Plan and the applicable award agreement, the plan administrator has the sole discretion to providefor the lapse of restrictions in installments.

Unless the applicable award agreement providesotherwise, participants with restricted stock will generally have all of the rights of a stockholder; provided that dividends will onlybe paid if and when the underlying restricted stock vests. RSUs will not be entitled to dividends prior to vesting, but may be entitledto receive dividend equivalents if the award agreement provides for them. The rights of participants granted restricted stock or RSUsupon the termination of employment or service to us will be set forth in the award agreement.

Options. Incentive stock optionsand non-statutory stock options may be granted under the 2021 Plan. An “incentive stock option” means an option intendedto qualify for tax treatment applicable to incentive stock options under Section 422 of the Internal Revenue Code. A “non-statutory stockoption” is an option that is not subject to statutory requirements and limitations required for certain tax advantages that areallowed under specific provisions of the Internal Revenue Code. A non-statutory stock option under the 2021 Plan is referred tofor federal income tax purposes as a “non-qualified” stock option. Each option granted under the Plan will be designatedas a non-qualified stock option or an incentive stock option. At the discretion of the administrator, incentive stock options maybe granted only to our employees, employees of our “parent corporation” (as such term is defined in Section 424(e) of theCode) or employees of our subsidiaries.

The exercise period of an option may not exceedten years from the date of grant and the exercise price may not be less than 100% of the fair market value of a share of common stockon the date the option is granted (110% of fair market value in the case of incentive stock options granted to ten percent stockholders).The exercise price for shares of common stock subject to an option may be paid in cash, or as determined by the administrator in itssole discretion, (i) through any cashless exercise procedure approved by the administrator (including the withholding of shares of commonstock otherwise issuable upon exercise), (ii) by tendering unrestricted shares of common stock owned by the participant, (iii) with anyother form of consideration approved by the administrator and permitted by applicable law or (iv) by any combination of these methods.The option holder will have no rights to dividends or distributions or other rights of a stockholder with respect to the shares of CommonStock subject to an option until the option holder has given written notice of exercise and paid the exercise price and applicable withholdingtaxes.

In the event of a participant’s terminationof employment or service, the participant may exercise his or her option (to the extent vested as of such date of termination) forsuch period of time as specified in his or her option agreement.

Stock Appreciation Rights. SARsmay be granted either alone (a “free-standing SAR”) or in conjunction with all or part of any option granted under the2021 Plan (a “tandem SAR”). A free-standing SAR will entitle its holder to receive, at the time of exercise, an amountper share up to the excess of the fair market value (at the date of exercise) of a share of common stock over the base price of the free-standing SAR(which shall be no less than 100% of the fair market value of the related shares of common stock on the date of grant) multiplied bythe number of shares in respect of which the SAR is being exercised. A tandem SAR will entitle its holder to receive, at the time ofexercise of the SAR and surrender of the applicable portion of the related option, an amount per share up to the excess of the fair marketvalue (at the date of exercise) of a share of common stock over the exercise price of the related option multiplied by the number ofshares in respect of which the SAR is being exercised. The exercise period of a free-standing SAR may not exceed ten years fromthe date of grant. The exercise period of a tandem SAR will also expire upon the expiration of its related option.

The holder of a SAR will have no rights to dividendsor any other rights of a stockholder with respect to the shares of Common Stock subject to the SAR until the holder has given writtennotice of exercise and paid the exercise price and applicable withholding taxes.

In the event of a participant’s terminationof employment or service, the holder of a SAR may exercise his or her SAR (to the extent vested as of such date of termination) for suchperiod of time as specified in his or her SAR agreement.

Other Stock-Based Awards. Theadministrator may grant other stock-based awards under the 2021 Plan, valued in whole or in part by reference to, or otherwise basedon, shares of common stock. The administrator will determine the terms and conditions of these awards, including the number of sharesof common stock to be granted pursuant to each award, the manner in which the award will be settled, and the conditions to the vestingand payment of the award (including the achievement of performance goals). The rights of participants granted other stock-based awardsupon the termination of employment or service to us will be set forth in the applicable award agreement. In the event that a bonus isgranted in the form of shares of common stock, the shares of common stock constituting such bonus shall, as determined by the administrator,be evidenced in uncertificated form or by a book entry record in the name of the participant to whom such grant was made and deliveredto such participant as soon as practicable after the date on which such bonus is payable. Any dividend or dividend equivalent award issuedhereunder shall be subject to the same restrictions, conditions and risks of forfeiture as apply to the underlying award.

Equitable Adjustment and Treatment of OutstandingAwards Upon a Change in Control

Equitable Adjustments. In the eventof a merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase, reorganization, special orextraordinary dividend or other extraordinary distribution (whether in the form of common shares, cash or other property), combination,exchange of shares, or other change in corporate structure affecting our common stock, an equitable substitution or proportionate adjustmentshall be made in (i) the aggregate number and kind of securities reserved for issuance under the 2021 Plan, (ii) the kind and numberof securities subject to, and the exercise price of, any outstanding options and SARs granted under the 2021 Plan, (iii) the kind, numberand purchase price of shares of common stock, or the amount of cash or amount or type of property, subject to outstanding restrictedstock, RSUs and other stock-based awards granted under the 2021 Plan and (iv) the terms and conditions of any outstanding awards(including any applicable performance targets). Equitable substitutions or adjustments other than those listed above may also be madeas determined by the plan administrator. In addition, the plan administrator may terminate all outstanding awards for the payment ofcash or in-kind consideration having an aggregate fair market value equal to the excess of the fair market value of the shares ofcommon stock, cash or other property covered by such awards over the aggregate exercise price, if any, of such awards, but if the exerciseprice of any outstanding award is equal to or greater than the fair market value of the shares of common stock, cash or other propertycovered by such award, the plan administrator may cancel the award without the payment of any consideration to the participant. Withrespect to awards subject to foreign laws, adjustments will be made in compliance with applicable requirements. Except to the extentdetermined by the plan administrator, adjustments to incentive stock options will be made only to the extent not constituting a “modification”within the meaning of Section 424(h)(3) of the Code.

Change in Control. The 2021 Planprovides that, unless otherwise determined by the plan administrator and evidenced in an award agreement, if a “change in control”(as defined below) occurs and a participant is employed by us or any of our affiliates immediately prior to the consummation of the changein control, then the plan administrator, in its sole and absolute discretion, may (i) provide that any unvested or unexercisable portionof an award carrying a right to exercise will become fully vested and exercisable; and (ii) cause the restrictions, deferral limitations,payment conditions and forfeiture conditions applicable to any award granted under the 2021 Plan to lapse, and the awards will be deemedfully vested and any performance conditions imposed with respect to such awards will be deemed to be fully achieved at target performancelevels. The administrator shall have discretion in connection with such change in control to provide that all outstanding and unexercisedoptions and SARs shall expire upon the consummation of such change in control.

For purposes of the 2021 Plan, a “changein control” means, in summary, the first to occur of the following events: (i) a person or entity becomes the beneficial ownerof more than 50% of our voting power; (ii) an unapproved change in the majority membership of our board of directors; (iii) a mergeror consolidation of us or any of our subsidiaries, other than (A) a merger or consolidation that results in our voting securities continuingto represent 50% or more of the combined voting power of the surviving entity or its parent and our board of directors immediately priorto the merger or consolidation continuing to represent at least a majority of the board of directors of the surviving entity or its parentor (B) a merger or consolidation effected to implement a recapitalization in which no person is or becomes the beneficial owner of ourvoting securities representing more than 50% of our combined voting power; or (iv) stockholder approval of a plan of our completeliquidation or dissolution or the consummation of an agreement for the sale or disposition of substantially all of our assets, otherthan (A) a sale or disposition to an entity, more than 50% of the combined voting power of which is owned by our stockholders in substantiallythe same proportions as their ownership of us immediately prior to such sale or (B) a sale or disposition to an entity controlled byour board of directors. However, a change in control will not be deemed to have occurred as a result of any transactions or series ofintegrated transaction following which our stockholders, immediately prior thereto, hold immediately afterward the same proportionateequity interests in the entity that owns all or substantially all of our assets.

Tax Withholding

Each participant will be required to make arrangementssatisfactory to the plan administrator regarding payment of up to the maximum statutory tax rates in the participant’s applicablejurisdiction with respect to any award granted under the 2021 Plan, as determined by us. We have the right, to the extent permitted byapplicable law, to deduct any such taxes from any payment of any kind otherwise due to the participant. With the approval of the planadministrator, the participant may satisfy the foregoing requirement by either electing to have us withhold from delivery of shares ofcommon stock, cash or other property, as applicable, or by delivering already owned unrestricted shares of common stock, in each case,having a value not exceeding the applicable taxes to be withheld and applied to the tax obligations. We may also use any other methodof obtaining the necessary payment or proceeds, as permitted by applicable law, to satisfy our withholding obligation with respect toany award.

Amendment and Termination of the 2021 Plan

The 2021 Plan provides our board of directorswith authority to amend, alter or terminate the 2021 Plan, but no such actions may impair the rights of any participant with respectto outstanding awards without the participant’s consent. The plan administrator may amend an award, prospectively or retroactively,but no such amendment may materially impair the rights of any participant without the participant’s consent. Stockholder approvalof any such Actions will be obtained if required to comply with applicable law. The 2021 Plan will terminate on the tenthanniversary of the Effective Date (although awards granted before that time will remain outstanding in accordance with their terms).

Clawback

If we are required to prepare a financial restatementdue to material non-compliance with any financial reporting requirement, then the plan administrator may require any Section 16officer to repay or forfeit to us that part of the cash or equity incentive compensation received by that Section 16 officer during thepreceding three years that the plan administrator determines was in excess of the amount that such Section 16 officer would have receivedhad such cash or equity incentive compensation been calculated based on the financial results reported in the restated financial statement.The plan administrator may take into account any factors it deems reasonable in determining whether to seek recoupment of previouslypaid cash or equity incentive compensation and how much of such compensation to recoup from each Section 16 officer (which need not bethe same amount or proportion for each Section 16 officer). The amount and form of the incentive compensation to be recouped shall bedetermined by the administrator in its sole and absolute discretion.

US Federal Income Tax Consequences

The following is a summary of certain UnitedStates federal income tax consequences of awards under the 2021 Plan. It does not purport to be a complete description of all applicablerules, and those rules (including those summarized here) are subject to change.

Non-Qualified Stock Options. Aparticipant who has been granted a non-qualified stock option will not recognize taxable income upon the grant of a non-qualified stockoption. Rather, at the time of exercise of such non-qualified stock option, the participant will recognize ordinary income for incometax purposes in an amount equal to the excess of the fair market value of the shares of common stock purchased over the exercise price.We generally will be entitled to a tax deduction at such time and in the same amount that the participant recognizes ordinary income.If shares of common stock acquired upon exercise of a non-qualified stock option are later sold or exchanged, then the differencebetween the amount received upon such sale or exchange and the fair market value of such shares on the date of such exercise will generallybe taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the participant) dependingupon the length of time such shares were held by the participant.

Incentive Stock Options. In general,no taxable income is realized by a participant upon the grant of an ISO. If shares of common stock are purchased by a participant, oroption shares, pursuant to the exercise of an ISO granted under the 2021 Plan and the participant does not dispose of the option shareswithin the two-year period after the date of grant or within one year after the receipt of such option shares by the participant,such disposition a disqualifying disposition, then, generally (1) the participant will not realize ordinary income upon exercise and(2) upon sale of such option shares, any amount realized in excess of the exercise price paid for the option shares will be taxed tosuch participant as capital gain (or loss). The amount by which the fair market value of the common stock on the exercise date of anISO exceeds the purchase price generally will constitute an item which increases the participant’s “alternative minimum taxableincome.” If option shares acquired upon the exercise of an ISO are disposed of in a disqualifying disposition, the participantgenerally would include in ordinary income in the year of disposition an amount equal to the excess of the fair market value of the optionshares at the time of exercise (or, if less, the amount realized on the disposition of the option shares), over the exercise price paidfor the option shares. Subject to certain exceptions, an option generally will not be treated as an ISO if it is exercised more thanthree months following termination of employment. If an ISO is exercised at a time when it no longer qualifies as an ISO,such option will be treated as a nonqualified stock option as discussed above. In general, we will receive an income tax deduction atthe same time and in the same amount as the participant recognizes ordinary income.

Stock Appreciation Rights. A participantwho is granted an SAR generally will not recognize ordinary income upon receipt of the SAR. Rather, at the time of exercise of such SAR,the participant will recognize ordinary income for income tax purposes in an amount equal to the value of any cash received and the fairmarket value on the date of exercise of any shares of common stock received. We generally will be entitled to a tax deduction at suchtime and in the same amount, if any, that the participant recognizes as ordinary income. The participant’s tax basis in any sharesof common stock received upon exercise of an SAR will be the fair market value of the shares of common stock on the date of exercise,and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fairmarket value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss(if the shares are a capital asset of the participant) depending upon the length of time such shares were held by the participant.

Restricted Stock. A participantgenerally will not be taxed upon the grant of restricted stock, but rather will recognize ordinary income in an amount equal to the fairmarket value of the shares of common stock at the earlier of the time the shares become transferable or are no longer subject to a substantialrisk of forfeiture (within the meaning of the Code). We generally will be entitled to a deduction at the time when, and in the amountthat, the participant recognizes ordinary income on account of the lapse of the restrictions. A participant’s tax basis in theshares of common stock will equal their fair market value at the time the restrictions lapse, and the participant’s holding periodfor capital gains purposes will begin at that time. Any cash dividends paid on the shares of common stock before the restrictions lapsewill be taxable to the participant as additional compensation and not as dividend income, unless the individual has made an electionunder Section 83(b) of the Code. Under Section 83(b) of the Code, a participant may elect to recognize ordinary income at the time therestricted shares are awarded in an amount equal to their fair market value at that time, notwithstanding the fact that such stock issubject to restrictions or transfer and a substantial risk of forfeiture. If such an election is made, no additional taxable income willbe recognized by such participant at the time the restrictions lapse, the participant will have a tax basis in the shares of common stockequal to their fair market value on the date of their award, and the participant’s holding period for capital gains purposes willbegin at that time. We generally will be entitled to a tax deduction at the time when, and to the extent that, ordinary income is recognizedby such participant.

Restricted Stock Units. In general,the grant of RSUs will not result in income for the participant or in a tax deduction for us. Upon the settlement of such an award incash or shares of common stock, the participant will recognize ordinary income equal to the aggregate value of the payment received,and we generally will be entitled to a tax deduction at the same time and in the same amount.

Other Awards. With respect to otherstock-based awards, generally when the participant receives payment in respect of the award, the amount of cash and/or the fairmarket value of any shares of common stock or other property received will be ordinary income to the participant, and we generally willbe entitled to a tax deduction at the same time and in the same amount.

New Plan Benefits

Future grants under the 2021 Plan will be madeat the discretion of the plan administrator and, accordingly, are not yet determinable. In addition, benefits under the 2021 Plan willdepend on a number of factors, including the fair market value of our common stock on future dates and the exercise decisions made byparticipants. Consequently, at this time, it is not possible to determine the future benefits that might be received by participantsreceiving discretionary grants under the 2021 Plan.

Penny Stock Regulation. 

The SEC has adopted regulations which generallydefine “penny stock” to be any equity security that has a market price of less than $5.00 per share or an exerciseprice of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealerswho sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaserof such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, forany transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure scheduleprepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealerand the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealermust disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statementsmust be sent disclosing recent price information for the penny stock held in the account and information on the limited market in pennystocks. As our common stock immediately following this offering may be subject to such penny stock rules, purchasers in this offeringmay find it more difficult to sell their common stock shares in the secondary market.

SELLING STOCKHOLDERS

The Common Stock being offered by the sellingstockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise ofthe GHS Warrants and the Merger Warrants. For additional information regarding the issuances of those shares of Common Stock and warrants,see “Offering - The Transactions” above. We are registering the shares of Common Stock in order to permit the selling stockholdersto offer the shares for resale from time to time. No selling shareholder other than David Ludvigson, Garrett Gruener, Greg Schiffmanand Jerry Fiddler, the trustee of Zygote Ventures LLC, each of whom are directors of the Company, had any material relationship withus within the past three years.

The table below lists the selling stockholdersand other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, asamended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The secondcolumn lists the number of shares of common stock beneficially owned by the selling stockholders, based on their respective ownershipof shares of common stock, preferred stock and warrants, as of June 16, 2022, assuming conversion of the Series D Preferred Stock andexercise of the GHS Warrants and Merger Warrants held by each such selling stockholder on that date but taking account of any limitationson conversion and exercise set forth therein.

The third column lists the shares of common stockbeing offered by this prospectus by the selling stockholders and does not take in account any limitations on (i) conversion of the preferredstock set forth therein or (ii) exercise of the warrants set forth therein.

Because the conversion price of the Series DPreferred Stock and the exercise price of the GHS Warrants may be adjusted, the number of shares that will actually be issued may bemore or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offeredby the selling stockholders pursuant to this prospectus.

Under the terms of the Series D Preferred Stockand the GHS Warrants, a selling stockholder may not convert the Series D Preferred Stock or exercise the GHS Warrants to the extent (butonly to the extent) such selling stockholder or any of its affiliates would beneficially own a number of shares of our common stock whichwould exceed 9.99% of the outstanding shares of the Company (the “Maximum Percentage”). The number of shares in the secondcolumn reflects these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See “Planof Distribution.”