Our future success depends on developing therapies that are safe, efficacious, and competitive in the marketplace.

Our future success will depend on hiring and acquiring additional talented individuals to develop and market our therapies.

Our future success depends on the efforts of a small management team. The loss of services of the members of the management team may have an adverse effect on the company. There can be no assurance that we will be successful in attracting and retaining other personnel we require to successfully grow our business.

Our future success depends on the successful granting and protection of our intellectual property. While we have several patents pending, there is no guarantee they will be granted, which could impact our competitive advantage. Additionally, if another company infringes on our intellectual property, we may need to allocate significant financial and legal resources to defend our rights, which could affect our operations and overall business strategy.

Our future success depends on our ability to compete effectively in a market that includes established competitors and well-capitalized companies that may enter our space. Competitors with greater resources and market presence may advance faster, capture market share, or hinder our ability to secure funding and partnerships, impacting our commercial success.

Investors will grant the Chief Executive Officer of the Company an irrevocable proxy with broad power and authority to vote their shares and execute consents on their behalf.

In connection with investing in this Offering, each Investor will irrevocably appoint the Chief Executive Officer of the Company, as such Investor’s sole and exclusive proxy, to the maximum extent permitted under the Delaware General Corporation Law, with full power of substitution and resubstitution and power to act alone, as the Investor’s proxy and attorney-in-fact, to vote and exercise any and all voting rights with respect of the Securities and all shares of capital stock issuable upon conversion of such the Securities that are owned or may be owned by such Investor, whether directly or indirectly, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (together, the “Proxy Shares”). The Chief Executive Officer will be authorized and empowered to act as the Investor’s proxy and attorney-in-fact to vote, and consent with respect to, the total number of Proxy Shares in respect of the Investor at every annual and special meeting of the stockholders of the Company, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, and to execute consents, approvals and waivers on any matter submitted to the undersigned or any other class of capital stock of the Company for written consent or written resolution, or to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting (including, without limitation, the power to execute and deliver written consents pursuant to Section 228(a) of the Delaware General Corporation Law or as otherwise authorized thereunder). Any and all prior proxies and power of attorney given by the Investor with respect to the Securities or the Proxy Shares are hereby revoked and Investor shall not hereafter purport to grant any other proxy or power of attorney with respect to any of the Proxy Shares, deposit any of the Proxy Shares into a voting trust or enter into any agreement (other than the Subscription Agreement and the Investment Agreements (as defined in the Subscription Agreement)), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Proxy Shares, in each case, with respect to any of the matters set forth herein. The foregoing proxy and power of attorney, and each of them, is coupled with an interest and shall be irrevocable unless and until that certain Amended and Restated Voting Agreement dated April 8, 2024, as amended or restated (the “Voting Agreement”), terminates or expires pursuant to Section 6 thereof.


Thus, by participating in the Offering, Investors will grant broad discretion to the Chief Executive Officer of the Company to take various actions on their behalf, and Investors will essentially not be able to vote upon matters related to the governance and affairs of the Company nor take or effect actions that might otherwise be available to holders of the Securities and any securities acquired upon their conversion. Investors should not participate in the Offering unless the Investor is willing to waive or assign certain rights that might otherwise be afforded to a holder of the Securities and grant broad authority to the Chief Executive Officer to take certain actions on behalf of the Investor. Currently, Nicole Paulk, our Chief Executive Officer, will have the authority with the irrevocable proxy to direct the vote and vote the Securities at her discretion on all matters to be voted upon by stockholders, including with respect of any action by written consent. As a result, Nicole Paulk may be able to determine or significantly influence any action requiring the approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws, and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction. Nicole Paulk may have interests that differ from you.