This summary highlights information contained in other parts of this prospectus or incorporated by reference in this prospectus from our
Annual Report on Form 10-K for the year ended December 31, 2021, and our other filings with the SEC listed below under the heading Incorporation of Information by Reference. This
summary may not contain all the information that you should consider before investing in securities. You should read the entire prospectus and the information incorporated by reference in this prospectus carefully, including Risk Factors
and the financial data and related notes and other information incorporated by reference, before making an investment decision. See Cautionary Note Regarding Forward-Looking Statements.
We are a clinical-stage pharmaceutical
company committed to the global development and commercialization of cytisinicline for smoking cessation and nicotine addiction. Our primary focus is to address the global smoking and nicotine addiction epidemic, which is a leading cause of
preventable disease and death and is responsible for more than eight million deaths annually worldwide. We also plan to expand our focus to address other methods of nicotine addiction such as
e-cigarettes/vaping. Our management team has significant experience in growing emerging companies focused on the development of under-utilized pharmaceutical compounds to meet unmet medical needs. We intend to
use this experience to develop and ultimately commercialize cytisinicline either directly or via strategic collaborations.
We were incorporated in California in October 1991 and subsequently reorganized as a Delaware corporation in March 1995. Our principal executive
offices are located at 1040 West Georgia Street, Suite 1030, Vancouver, B.C. V6E 4H1, and our telephone number is (604) 210-2217.
In November 2022, we entered into
subscription agreements with certain accredited investors, pursuant to which we agreed to sell and issue, in a private placement transaction, 4,093,141 units at a purchase price of $4.625 per unit, with each unit consisting of two shares of common
stock and a common stock purchase warrant to purchase one share of common stock (the Warrants). The Warrants are exercisable at a price per share of common stock of $4.50, subject to adjustment. The Warrants are exercisable beginning on
the six month anniversary of the initial closing date of the private placement offering, or May 18, 2023 (the Initial Exercise Date), and will expire on the seven year anniversary of the initial closing date of the private placement
offering, or November 18, 2029. The Warrants cannot be exercised by a Warrant holder if, after giving effect thereto, such Warrant holder would beneficially own more than 19.99% of our outstanding common stock. Additionally, subject to certain
exceptions, if, after the Initial Exercise Date, (i) the volume weighted average price of our common stock for each of 30 consecutive trading days (the Measurement Period), which Measurement Period commenced on November 18,
2022, exceeds 300% of the exercise price (subject to adjustments for stock splits, recapitalizations, stock dividends and similar transactions), (ii) the average daily trading volume for such Measurement Period exceeds $500,000 per trading day
and (iii) certain other equity conditions are met, and subject to a beneficial ownership limitation, then we may call for cancellation of all or any portion of the Warrants then outstanding. We received approximately $17.9 million in net
proceeds from the private placement after deducting placement agent expenses and commissions and offering expenses payable by the Company.
with our entry in the subscription agreements, we granted to the participating accredited investors certain registration rights with respect to the shares of common stock issued in the offering and the shares of