This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy”, “future”, “likely” or other comparable terms and references to future periods. All statements other than statements of historical facts included in this Form S-1 regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding our ability to consummate the Merger and the expected business of the Company following the Merger, expectations for revenues, cash flows and financial performance, the anticipated results of our development efforts and the timing for receipt of required regulatory approvals and product launches.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
| ● | our limited operating history and our ability to achieve profitability; |
| ● | the ability of our common stock to meet the minimum requirements for continued listing on the Nasdaq Capital Market; |
| ● | our ability to continue as a going concern and our need for and ability to obtain additional capital in the future; |
| ● | the risk that the conditions to the closing of the Merger or the proposed transactions are not satisfied, including the failure to timely obtain approval of the proposed Merger from both our and Corvex stockholders, if at all; |
| ● | uncertainties as to the timing of the consummation of the Merger and the proposed transactions and the ability of each of the Company and Corvex to consummate the proposed transactions; |
| ● | risks associated with the possible failure to realize, or that it may take longer to realize than expected, certain anticipated benefits of the Merger or the proposed transactions, including with respect to future financial and operating results, legislative, regulatory, political and economic developments, and those uncertainties and factors; |
| ● | risks related to Company’s continued listing on Nasdaq until closing of the Merger and the proposed transactions and the combined company’s ability to remain listed following the closing; |
| ● | risks related to the Company’s and Corvex’s ability to correctly estimate their respective operating expenses and their respective expenses associated with the Merger and the proposed transactions, as well as uncertainties regarding the impact that any delay in the closing would have on the anticipated cash resources of the combined company, and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; |
| ● | risks related to the market price of our common stock relative to the value suggested by the Merger exchange ratio; |
| ● | the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement and the risk that the Merger Agreement may be terminated in circumstances that require us to pay a termination fee; |
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| ● | the effect of the announcement or pendency of the Merger on our or Corvex’s business relationships, operating results and business generally; |
| ● | expectations regarding the strategies, prospects, plans, expectations and objectives of management of the Company or Corvex for future operations of the combined company following the closing; |
| ● | our ability to attract and retain the Company’s and Corvex’s officers, directors and key employees and other highly qualified personnel; |
| ● | our ability to demonstrate the feasibility of and develop products and their underlying technologies; |
| ● | the impact of competitive or alternative products, technologies and pricing; |
| ● | our dependence on consultants to assist in the development of our technologies; |
| ● | the impact of macroeconomic and geopolitical conditions including increases in prices caused by rising inflation; |
| ● | our dependence on the successful commercialization of the Evie Ring; |
| ● | our dependence on third parties to design, manufacture, market and distribute our products; |
| ● | the adequacy of protections afforded to us by the patents that we own and the success we may have in, and the cost to us of, maintaining, enforcing and defending those patents; |
| ● | our ability to obtain, expand and maintain patent protection in the future, and to protect our non-patented intellectual property; |
| ● | the impact of any claims of intellectual property infringement, trade secret misappropriation, product liability, product recalls or other claims; |
| ● | our need to secure required FCC, FDA and other regulatory approvals from governmental authorities in the United States; |
| ● | the impact of healthcare regulations and reform measures; |
| ● | the accuracy of our estimates of market size for our products; |
| ● | our ability to implement and maintain effective control over financial reporting and disclosure controls and procedures; |
| ● | our success at managing the risks involved in the foregoing items; and |
| ● | other factors discussed in the “Risk Factors” section of this prospectus and elsewhere in this prospectus or in the documents incorporated by reference in this prospectus. |
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