Pursuant to a letter agreement (the “Engagement Agreement”) with H.C. Wainwright & Co., LLC (the “Placement Agent”), the Placement Agent acted as the sole placement agent, on a “best efforts” basis, in connection with the Offering. Pursuant to the Engagement Agreement, the Company agreed to pay the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company in the Offering and also agreed to reimburse the Placement Agent for certain of its offering-related expenses, including a management fee of 1.0% of the gross proceeds raised in the Offering, non-accountable expenses in the amount of $50,000, legal fees and expenses and other out-of-pocket expenses in an amount up to $100,000 and clearing expenses in the amount of up to $15,950. Under the terms of the Engagement Agreement, the Company also issued to the Placement Agent warrants to purchase up to 350,000 Ordinary Shares, representing 7.0% of the sum of the Shares and Pre-Funded Warrants sold in the Offering (the “Placement Agent Warrants”). The Placement Agent Warrants have an exercise price of $1.00 per Ordinary Share, are exercisable beginning April 18, 2024 and may be exercised until April 15, 2029.

The gross proceeds to the Company from the Offering are approximately $4.0 million before deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to advance its clinical studies and for general corporate purposes. The Offering is expected to close on or about April 18, 2024, subject to satisfaction of customary closing conditions.

The foregoing descriptions of the Purchase Agreement, the Warrant Amendment, the Pre-Funded Warrants, the Investor Warrants and the Placement Agent Warrants are not complete, and are qualified in their entireties by reference to the full text of such documents, copies of which are filed as exhibits to this Report on Form 6-K and are incorporated by reference herein.