11. Panoptes Holdback shares

In connection with the Company’s acquisition of Panoptes Pharma Ges.m.b.H in December 2020, 1,500 shares of Series D Convertible Preferred Stock which is convertible into 424,685 shares of the Company’s common stock were held back at closing.  These shares will be issued in common stock, subject to post-closing adjustments and on the 18-month anniversary of the acquisition or June 2022. The shares reflect consideration for the acquisition of Panoptes even as payment was delayed until 18 months post-closing and were valued as of the acquisition date.  These shares are classified as equity.