Form 8-K First Wave BioPharma, For: Dec 06

The Company’s ability to issue common stock and other securities exercisable or convertible for shares of common stock is subject to availability of a sufficient amount of authorized shares of common stock pursuant to the Company’s certificate of incorporation. As of December 6, 2021, there were 1,477,803 shares of common stock authorized and available for issuance on a fully-diluted basis which includes reservations of shares of common stock for the Company’s Amended and Restated 2020 Omnibus Equity Incentive Plan and the exchange right under the Company’s Series B Preferred Stock. The Company filed a definitive proxy statement with the Securities and Exchange Commission, which has been mailed to the Company’s stockholders, including a proposal, to be voted on at the Company’s upcoming annual meeting of stockholders on December 17, 2021, to increase the total number of authorized shares of common stock by 25,000,000 to 50,000,000 shares. This proposal must be approved by the affirmative vote of a majority of the outstanding shares of common stock entitled to vote on the proposal at the meeting, and there can be no assurance that this proposal will be approved.