This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Readers are cautioned that known and unknown risks, uncertainties and other factors, including those over which we may have no control and others listed in the “Risk Factors” section of this Report, may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future, although not all forward-looking statements contain these words. These statements relate to future events or our future financial performance or condition and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance, or achievement to differ materially from those expressed or implied by these forward-looking statements. These forward-looking statements include, but are not limited to, statements about:
| ● | the Company’s ability to solicit a sufficient number of proxies to approve the Merger and other matters related to the Closing; |
| ● | expectations related to the terms and timing of the Closing, including whether the conditions to the Closing will be satisfied and whether the Closing will occur at all; |
| ● | the expected benefits of and potential value created by the Merger; |
| ● | expectations related to the projected capitalization of the combined company following the Closing; |
| ● | the plans, strategies and objectives of the Company’s and Ocuvex’s management with respect to the approval of the Merger and the Closing; |
| ● | the Company’s ability to control and correctly estimate its operating expenses and its expenses associated with the Merger; |
| ● | any statements of the plans, strategies and objectives of future operations of the Company, Ocuvex and the combined company; |
| ● | the business, operations, economic conditions and financial performance of the Company, Ocuvex and the combined company; |
| ● | any statements regarding expectations concerning the Company’s, Ocuvex’s and the combined company’s relationships and actions with third parties; |
| ● | the combined company’s ability to compete with existing and new competitors in existing and new markets and offerings; |
| ● | global and domestic economic conditions and their impact on the financial performance and operations of the Company, Ocuvex and the combined company; |
| ● | future regulatory, judicial and legislative changes in the Company’s, Ocuvex’s and the combined company’s industry; |
| ● | our estimates regarding expenses, future revenues and capital requirements; |
| ● | our need to raise substantial additional capital to fund our operations and repay indebtness; |
| ● | our ability to commercialize or monetize Proclarix and integrate the assets and commercial operations acquired in the share exchange with Proteomedix AG (“Proteomedix”); |
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| ● | our reliance on third parties, including Laboratory Corporation of America (“LabCorp”), to develop, market, distribute and sell Proclarix; |
| ● | the successful development of our commercialization capabilities, including sales and marketing capabilities; |
| ● | our ability to maintain the necessary regulatory approvals to market and commercialize our product; |
| ● | the results of market research conducted by us or others; |
| ● | our ability to obtain and maintain intellectual property protection for our current product; |
| ● | our ability to protect our intellectual property rights and the potential for us to incur substantial costs from lawsuits to enforce or protect our intellectual property rights; |
| ● | the possibility that a third party may claim we or our third-party licensors have infringed, misappropriated, or otherwise violated their intellectual property rights and that we may incur substantial costs and be required to devote substantial time defending against claims against us; |
| ● | our reliance on third parties, including manufacturers and logistics companies; |
| ● | the success of competing therapies or diagnostics and products that are or become available; |
| ● | our ability to successfully compete against current and future competitors; |
| ● | our ability to expand our organization to accommodate potential growth and our ability to attract, motivate and retain key personnel; |
| ● | the potential for us to incur substantial costs resulting from product liability lawsuits against us and the potential for these product liability lawsuits to cause us to limit our commercialization of our product; |
| ● | market acceptance of our product, the size and growth of the potential markets for our current product, and our ability to serve those markets; and |
| ● | disruptions in the business of Onconetix or Proteomedix, which could have an adverse effect on their respective businesses and financial results. |
These forward-looking statements involve numerous risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results of operations or the results of other matters that we anticipate herein could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other sections in this Report. You should thoroughly read this Report and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all our forward-looking statements by these cautionary statements.
The forward-looking statements made in this Report relate only to events or information as of the date on which the statements are made in this Report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this Report and the documents that we refer to in this Report and have filed as exhibits to this Report, completely and with the understanding that our actual future results may be materially different from what we expect.
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