THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THIS INVESTMENT INVOLVES A DEGREE OF RISK THAT MAY NOT BE SUITABLE FOR ALL PERSONS. ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF A SIGNIFICANT PORTION OF THEIR INVESTMENT SHOULD PARTICIPATE IN THE INVESTMENT. (SEE “RISK FACTORS” BELOW.)

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE SALE THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

THE SECURITIES OFFERED HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY STATE REGULATORY AUTHORITY NOR HAS ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Preliminary Offering Circular

For

Kurve Therapeutics, Inc.

A Delaware Corporation

May 20, 2022

SECURITIES OFFERED : Equity in the form of Shares of common stock

PRICE PER SHARE : $5.80 per Share of Common Stock

MAXIMUM OFFERING AMOUNT : $50,000,000.00

MINIMUM OFFERING AMOUNT : Not Applicable (No Minimum Offering Amount)

MINIMUM INVESTMENT : $580.00

CONTACT INFORMATION :

Kurve Therapeutics, Inc.

16825 48th Ave West, Suite 434

Lynnwood, WA 98037

(425) 640-9249

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than ten (10%) percent of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, Investors are encouraged to review rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, Investors are encouraged to refer to www.investor.gov.

This Offering Circular conforms to SEC Form 1-A. 

Kurve Therapeutics, Inc. (the “Company” or “Kurve” or the “Issuer”) is a Delaware corporation, originally formed on November 21, 2019 by filing Articles of Incorporation with the Secretary of the State of Delaware. The Company registered as a foreign corporation with the Washington Secretary of State on December 3, 2019. (see Exhibit 2 “Articles of Incorporation and Certificate of Registration”). The Company is offering (the “Offering”) by means of this offering circular (the “Offering Circular”) Company equity in the form of common stock denominated in shares (the “Shares”) on a “best efforts” and ongoing basis to investors who meet the Investor Suitability standards as set forth herein. (See “Investor Suitability” below.) The Company will offer Shares through kurvetx.com (“Platform”), and through Rialto Markets, a FINRA-registered broker-dealer entitled to commissions upon the sale of the Shares. (See the “Terms of the Offering” below.) Persons who purchase Shares will be shareholders of the Company (“Shareholders” or “Investors”). The Company has two main products. The first product is Intrulinâ, Kurve intranasal insulin, which is a drug the Company is developing to combat cognitive aging, neurodegenerative diseases and related disorders. The second product is the Company’s patented Controlled Particle Dispersion® (“CPD”) technology, an intranasal delivery system. ViaNaseâ is the brand name for the product/device that utilizes the CPD technology. For purposes of this Offering Circular, the Intrulin and ViaNase will be referred herein as the “Products” – however, these are more accurately referred to as “product candidates” since both are still subject to FDA approval/authorization and have not been cleared for commercial use. See “Risk Factors” and “Description of the Business” below.

The Company intends to use the Proceeds of this Offering to (1) Complete the purchase of select intellectual property from Kurve Technology, Inc. (through Savile Therapeutics, Inc.).; (2) Design, develop, and execute human clinical trials for the Company’s Products; (3) Develop relationships with select producers of CNS drugs for potential licensing relationships; (4) Expand research and development activities for the Company’s Products; (5) Gain FDA Approval/authorization for the Company’s Products; (6) Marketing the Offering and the Company’s Products; (7) Selling Shareholders.

The minimum investment amount per Investor is Five Hundred Eighty dollars ($580.00), representing One Hundred (100) Shares at Five Dollars and Eighty Cents ($5.80) per Share. Although the Company does not intend to list the Shares for trading on any exchange or other trading market.

The Company is a run by a board of directors, comprised of two (2) directors (the “Board” collectively, “Director” when referring to a director). The day-to-day management and investment decisions of the Company are vested in the Board and in the Officer.

Sales of the Shares pursuant to the Offering will commence immediately upon qualification of the Offering by the Securities and Exchange Commission (the “Effective Date”) and will terminate at the discretion of the Board or twelve (12) months following the Effective Date, whichever is earlier. The maximum amount of the Offering shall not exceed Fifty Million Dollars ($50,000,000) in any twelve (12) month period (“Maximum Offering Amount”) in accordance with Tier II of Regulation A as set forth under the Securities Act of 1933, as , (“Reg A Tier II” or “Tier II”). The Company intends to offer the Shares described herein on a continuous and ongoing basis pursuant to Rule 251(d)(3)(i)(f). Further, the acceptance of Investor subscriptions, may be briefly paused at times to allow the Company to effectively and accurately process and settle subscriptions that have been received. (See “Terms of the Offering” below.) The Company reserves the right to increase the Maximum Offering Amount at any time before the termination of the Offering, subject to qualification by the SEC of a post-qualification amendment.

Prior to this Offering, there has been no public market for the Shares, and none is expected to develop. The Offering price is arbitrary and does not bear any relationship to the value of the assets of the Company. The Company does not currently have plans to list any Shares on any securities market, however it reserves the right to do so in the future. Investing in the Company through the purchase of Shares involves risks, some of which are set forth below. See the section titled “Risk Factors” to read about the factors an Investor should consider prior to purchasing Shares.

Investors who purchase Shares will become Shareholders of the Company (“Investors” or “Shareholders” subject to the terms of the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Bylaws of the Company (see Exhibit 2A, the “Certificate of Incorporation” and 2B “Bylaws”) once the Company deposits the Investor’s investment into the Company’s main operating account.

The Directors and Officers will receive compensation from the Company as employees. (See “Risk Factors”, “Compensation of Directors and Officers” below.) Investing in the Shares is speculative and involves substantial risks, including risk of complete loss. Prospective Investors should purchase these securities only if they can afford a complete loss of their investment. (See “Risk Factors” below starting on Page 4.)

As of the date of this Offering Circular, the Company has engaged KoreConX as transfer agent in relation to this Offering.

RULE 251(D)(3)(I)(F) DISCLOSURE. RULE 251(D)(3)(I)((F) PERMITS REGULATION A OFFERINGS TO CONDUCT ONGOING CONTINUOUS OFFERINGS OF SECURITIES FOR MORE THAN THIRTY (30) DAYS AFTER THE QUALIFICATION DATE IF: (1) THE OFFERING WILL COMMENCE WITHIN TWO (2) DAYS AFTER THE QUALIFICATION DATE; (2) THE OFFERING WILL BE MADE ON A CONTINUOUS AND ONGOING BASIS FOR A PERIOD THAT MAY BE IN EXCESS OF THIRTY (30) DAYS OF THE INITIAL QUALIFICATION DATE; (3) THE OFFERING WILL BE IN AN AMOUNT THAT, AT THE TIME THE OFFERING CIRCULAR IS QUALIFIED, IS REASONABLY EXPECTED TO BE OFFERED AND SOLD WITHIN THREE (3) YEARS FROM THE INITIAL QUALIFICATION DATE; AND (4) THE SECURITIES MAY BE OFFERED AND SOLD ONLY IF NOT MORE THAN THREE (3) YEARS HAVE ELAPSED SINCE THE INITIAL QUALIFICATION DATE OF THE OFFERING, UNLESS A NEW OFFERING CIRCULAR IS SUBMITTED AND FILED BY THE COMPANY PURSUANT TO RULE 251(D) (3)(I)((F) WITH THE SEC COVERING THE REMAINING SECURITIES OFFERED UNDER THE PREVIOUS OFFERING; THEN THE SECURITIES MAY CONTINUE TO BE OFFERED AND SOLD UNTIL THE EARLIER OF THE QUALIFICATION DATE OF THE NEW OFFERING CIRCULAR OR THE ONE HUNDRED EIGHTY (180) CALENDAR DAYS AFTER THE THIRD ANNIVERSARY OF THE INITIAL QUALIFICATION DATE OF THE PRIOR OFFERING CIRCULAR. THE COMPANY INTENDS TO OFFER THE SHARES DESCRIBED HEREIN ON A CONTINUOUS AND ONGOING BASIS PURSUANT TO RULE 251(D)(3)(I)(F). THE COMPANY INTENDS TO COMMENCE THE OFFERING IMMEDIATELY AND NO LATER THAN TWO (2) DAYS FROM THE INITIAL QUALIFICATION DATE. THE COMPANY REASONABLY EXPECTS TO OFFER AND SELL THE SECURITIES STATED IN THIS OFFERING CIRCULAR WITHIN ONE (1) YEAR FROM THE INITIAL QUALIFICATION DATE.

The Company will commence sales of the Shares immediately upon qualification of the Offering by the SEC. The Company approximates sales will commence during Q2 - 2022

*The Offering price to Investors was arbitrarily determined by the Board.

** The Company is not using an underwriter for the sale of Shares. These commissions listed are those for Rialto Markets, a FINRA broker-dealer. Rialto Markets is entitled to 3% on all sales of securities as placement agent. If securities are sold through the efforts of Rialto Markets an additional 8% will be due to Rialto Markets up to a maximum of $800,000. The commissions due to Rialto Markets are conditional on the services provided by Rialto Markets with respect to any one sale. See “Plan of Distribution “ below.

***These proceeds are directed to selling securityholders. See “Plan of Distribution and Selling Securityholders” below.

FORWARD LOOKING STATEMENTS

Investors should not rely on forward-looking statements because they are inherently uncertain. Investors should not rely on forward-looking statements in this Offering Circular. This Offering Circular contains forward-looking statements that involve risks and uncertainties. The use of words such as “anticipated”, “projected”, “forecasted”, “estimated”, “prospective”, “believes”, “expects,” “plans”, “future”, “intends”, “should”, “can”, “could”, “might”, “potential”, “continue”, “may”, “will”, and similar expressions identify these forward-looking statements. Investors should not place undue reliance on these forward-looking statements, which may apply only as of the date of this Offering Circular.

TABLE OF CONTENTS

SUMMARY OF THE OFFERING

The following information is only a brief summary of, and is qualified in its entirety by, the detailed information appearing elsewhere in this Offering. This Offering Circular, together with the exhibits attached including, but not limited to, the Certificate of Incorporation and Company Bylaws, copies of which are attached hereto as Exhibit 2A and Exhibit 2B, respectively, and should be carefully read in their entirety before any investment decision is made. If there is a conflict between the terms contained in this Offering Circular and these documents, Certificate of Incorporation and Bylaws shall prevail and control, and no Investor should rely on any reference herein to the Certificate of Incorporation or Bylaws without consulting the actual underlying documents.

RISK FACTORS

The SEC requires the Company to identify risks that are specific to its business and its financial condition. The Company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently riskier than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

RISKS RELATED TO THE COMPANY AND ITS BUSINESS

The Company is has limited operating history.

The Company has limited established business operations, and it is unclear at this point which, if any, of the Company’s current and intended plans may come into fruition and, if they do, which ones will be a success. The Company has incurred a net loss and has recorded limited revenues since inception. There is no assurance that the Company will ever be able to establish successful business operations, become profitable or generate sufficient revenues to operate business or pay dividends.

The loss of any member of the Company’s management team or their inability to attract and retain highly skilled scientists, engineers, clinicians, and salespeople could adversely affect company business.

Company success depends on the skills, experience and performance of key members of the Company’s management team, including the Officers and Directors. The individual and collective efforts of the Officers and Directors will be essential as the Company continues to develop the Company and Products.

Company research and development and manufacturing operations depend on the Company’s ability to attract and retain highly-skilled employees including scientists, technicians and engineers. The Company may not be able to attract or retain a sufficient number of qualified highly-skilled employees in the future due to the competition for qualified personnel in the pharmaceutical/medical device industry. The Company also faces competition from universities and public and private research institutions in recruiting and retaining highly qualified scientific personnel. Recruiting and retention difficulties can limit the ability to support Company. The Company also does not maintain “key person” insurance on any of Company employees.

The Company may not be able to develop commercially viable products on the anticipated timetable, or at all.

The Company’s products, namely the CPD technology and Intrulin (the “Products”), may be difficult to scale to a commercially viable level since it must meet expectations that it is equivalent or superior to the existing products in terms of efficacy, safety, and cost efficiency. The Company still needs to develop and refine the Products and the manufacturing process for its Products to ensure that the Products meets performance goals, cost targets, and regulatory approval. The Company needs to perform additional laboratory and clinical trials and may encounter problems and delays. If the clinical trials reveal technical defects or reveal that the Company’s Products do not meet performance goals and cost targets, the Company’s commercialization schedule could be delayed as the Company attempts to devise solutions to the defects or problems. If the Company is unable to find solutions, the Company’s business may not be viable.

The Company may not be able to successfully execute the business plan.

In addition to the requirement to successfully develop the Products for commercial success, the Company must also raise significant amounts of capital, foster relationships with key suppliers and attract customers. There is no guarantee that the Company will be able to achieve or sustain any of the foregoing within the anticipated timeframe or at all. The Company may exceed the budget, encounter obstacles in research and development activities, or be hindered or delayed in implementing the Company’s commercialization plans, any of which could imperil the Company’s ability to secure customer contracts and begin generating revenues. In addition, any such delays or problems would require the Company to secure additional funding over and above what the Company currently anticipates they require to sustain business, which the Company may not be able to raise.

The Company has only two main product lines.

The Company’s primary products are the Intrulin and the CPD technology. Even though these are two distinct products, with disparate regulatory and design/manufacturing paths – the CPD technology is designed to deliver the Intrulin (and other Company products). The Company may sell of license the CPD technology as a delivery device for third party-developed drugs. The Company’s survival in near term depends on being able to sell these Products to a sufficient number of customers to make a profit. The Company’s current customer base is still small, and the Company will only succeed if it can attract more customers for its primary product and maintain those customers.

The Company has not yet generated significant revenues or profits and it may take a long time for the Company to become profitable.

The Company and has not yet generated any significant revenue or profit and no revenue or profit from the sale of the Products. The Company does not yet have customers, since the gaining of customers is conditional upon regulatory approval/authorization of the Intrulin and CPD technology (see “Description of the Business” below). The Company hopes to obtain approval/authorization of the Products by the U.S. Food and Drug Administration (“FDA”) and other international regulatory agencies. The Company is working towards having sales of the Products, but the Company anticipates that it will take 48 months to reach a breakeven point and at least fifty-four (54) months achieve profitability, if at all.

The Company’s ability to raise capital and to commercialize the Products may be materially impacted by the COVID-19 pandemic.

The Company’s ability to raise capital and to commercialize the Products may be materially impacted by the COVID-19 pandemic. The full impact on the economy and the capital markets in the U.S. and the rest of the world from the COVID-19 pandemic are uncertain, in terms of both scale and duration. The high level of volatility in the capital markets may make it difficult to raise funds, especially for early stage companies that involve higher risk. If the Company raises sufficient funds to begin the work of commercializing Company products, the Company may have difficulty securing supplies needed or manufacturing and distribution partners. The impact of social distancing measures and related workforce reductions may negatively impact the ability of suppliers to deliver the Company to the components the Company needs for manufacture or the ability of any of the Company’s potential partners to operate effectively to meet Company requirements. In addition, many of the third parties that the Company would rely on for production and distribution are likely to be highly engaged in manufacturing products aimed at combatting the pandemic by manufacturing testing supplies and equipment, medical equipment and/or potential treatments. The Company cannot assure an investor that, should they raise sufficient funds, they will be able to contract with suppliers, manufacturing partners or distribution partners at a level that would allow the Company to achieve profitability, or at all.

The Company’s products may not achieve market acceptance thereby reducing the chance for success.

The Company is only in the early stages of selling its Products. It is unclear whether these Products or other unanticipated events may result in lower sales than anticipated, which could force the Company to limit expenditures on research and development, advertising, and general Company requirements for improving and expanding product offerings. The Company cannot guarantee consumer demand or interest in current or future product offerings, which could have a material adverse effect on business, results of operations, and overall financial condition.

If the market chooses to buy competing Products, the Company may fail.

Although the Company believes that its Products will be commercially viable, there is no verification by the marketplace that the Products will be accepted by or purchased by customers at the scale desired by the Company. Even though competing drugs for Central Nervous System (“CNS”) diseases are few, the market may choose these competing drugs. If the market chooses to continue to use competing drugs, it may be more difficult for the Company to ever become profitable which would be substantially harm the business and, possibly, cause it to fail whereby the Investors could lose their entire investment. In addition to Company dependency on their continued services, Company future success will also depend on the ability to attract and retain additional future key personnel. The Company may face intense competition for such qualified individuals from well-established and better financed competitors. The Company may not be able to attract qualified new employees or retain existing employees, which may have a material adverse effect on the Company’s results of operations and financial condition.

The pharmaceutical and medical device industries are subject to rapidly changing technology which could make the Products and other products the Company develops obsolete.

The Company’s industry is characterized by rapid technological changes, frequent new product introductions and enhancements and evolving industry standards, all of which could make the Company’s Products obsolete. The Company’s future success will depend on its ability to anticipate and keep pace with the evolving needs of the industry on a timely and cost-effective basis and to pursue new market opportunities that develop as a result of technological and scientific advances. The attractiveness of the Company’s Products partly depends on the ability to continue to improve the Products. Failure to deliver such improvements in the timelines suggested may affect the Company’s business plan and ability to obtain greater market penetration, or otherwise cause the Company to lose market share.

The Company will require additional funding to develop and commercialize the Products. If the Company is unable to secure additional financing on acceptable terms, or at all, the Company may be forced to modify its current business plan or to curtail Company planned operations.

The Company anticipates incurring significant operating losses and using significant funds for the execution of the clinical trials, marketing the Products, and manufacturing capability scaling. The Company’s existing cash resources are insufficient to finance these operations. Accordingly, the Company will need to secure additional sources of capital to develop its business and the Products as planned. In the event that the Proceeds from this Offering are not sufficient to successfully commercialize the Products, the Company may seek to secure future capital. The Company may seek substantial additional financing through public and/or private financing, which may include equity and/or debt financings, and through other arrangements, including collaborative arrangements. As part of such efforts, the Company may seek loans from certain of their executive officers, directors and/or current shareholders.

If the Company is unable to secure additional financing in the near term, the Company may be forced to: (1) Curtail or abandon the Company’s existing business plans; (2) Default on any debt obligations; (3) File for bankruptcy; (4) Seek to sell some or all of Company assets; and/or (4) Cease business operations.

If the Company is forced to take any of these steps, the Company’s common stock may lose significant value or become worthless.

Any future financing may result in ownership dilution to the Company’s existing Shareholders and may grant rights to future investors more favorable than the rights currently held by the Company’s existing Shareholders.

If the Company raises additional capital by issuing equity, equity-related, or convertible securities, the economic, voting and other rights of the Company’s existing shareholders may be diluted, and those newly-issued securities may be issued at prices that are at a significant discount to current and/or then fair market value of the Shares. In addition, any such newly issued securities may have rights superior to those of the Company’s Common Stock as offered through this Offering. If the Company obtains additional capital through collaborative arrangements, the Company may be required to relinquish rights to technologies or product candidates than the Company might otherwise have or become subject to restrictive covenants that may affect business.

Risks Related to Development and Regulatory Approval of The Company’s Product

Defects or errors in the clinical trial stage could set back the success of candidates, requiring further investment without a guaranteed outcome.

Even though the Company has been engaged in Phase II and Phase IIB human clinical trials, the Company’s Products may contain undetected defects or errors when placed into further human clinical trials, which could materially and adversely affect the Company’s reputation, result in significant costs to the Company and impair their ability to sell their products in the future. The costs incurred in correcting any defects or errors may be substantial and could adversely affect operating results. Furthermore, the Products may contain undetected defects or errors when first introduced to the market or as new versions are released, which could materially and adversely affect the Company’s reputation, result in significant costs to the Company and impair their ability to sell Company products in the future. The costs incurred in correcting any defects or errors may be substantial and could adversely affect operating results.

The FDA, other regulatory bodies and other comparable foreign regulatory authorities each have substantial discretion in the approval process and may either refuse to consider the company application for review or may form the opinion after review of the data that the Company’s application is insufficient to grant approval for commercial use.

Commercialization of the Products will require FDA and other regulatory approval in the future. The FDA and other comparable foreign regulatory authorities each have substantial discretion in the approval process and may either refuse to consider the business’s application for human clinical trials or may form the opinion after review of the Company’s clinical trial data that the application for the Intrulin (and perhaps the CPD technology) is insufficient to allow approval of for human health applications. Approval procedures vary among jurisdictions and can involve requirements and administrative review periods different from, and greater than, those in United States. Moreover, any approvals that the Company obtains may not cover all of the clinical indications for which the Company will seek approval, or could contain significant limitations in the form of narrow indications, warnings, precautions or contraindications with respect to conditions of use. In such an event, the Company’s ability to generate revenues from the Products would be greatly reduced and its business would be harmed.

Failure to obtain approval to market the Company product for human health applications may limit Company prospects for growth.

The Company will require approval from the FDA and similar agencies in other countries prior to marketing Company Products for human use. The Company will need to establish, to the satisfaction of those organizations, that their products are safe and effective for use. Because the Company’s Products are novel and represents a departure from the status quo, the Company cannot assure Investors that the Company will receive approval. In addition, the Company believes that the resources of the FDA are heavily engaged in monitoring, reviewing and approving testing solutions for COVID-19 and the underlying virus, SARS-CoV-2, and they may not have sufficient staffing or other resources to review the Company’s application in a timely manner. As a result, the Company may not be in a position to pursue human health applications for a significant period of time.

The regulatory approval process of the FDA for the Products and other comparable domestic and foreign regulatory authorities are lengthy, time-consuming and inherently unpredictable, and if the Company is unable to obtain timely regulatory approval for the Products, the business will be substantially harmed.

The Company is not permitted to market the Products in the US until approval from the FDA, or in any foreign countries until the Company receives the requisite approval from such countries. Prior to submitting for FDA for approval of the Products for human health applications, the Company will need to initiate and complete at least one Phase III clinical trial for the Intrulin – and, potentially, clinical trials for the CPD technology. Successfully completing the Company’s clinical program and obtaining approval is a complex, lengthy, expensive and uncertain process, and the FDA may delay, limit or deny approval of the Company’s Products for many reasons, including, among others, because:

(1) The Company may not be able to demonstrate that their product candidates are safe and effective in treating patients to the satisfaction of the FDA or other applicable foreign regulatory agencies;

(2) The results of the Company’s clinical trials may not meet the level of statistical or clinical significance required by the FDA or other applicable foreign regulatory agencies for marketing approval;

(3) The FDA or other applicable foreign regulatory agencies may disagree with the number, design, size, conduct or implementation of the Company’s clinical trials;

(4) The FDA or other applicable foreign regulatory agencies may require that the Company conduct additional clinical trials;

(5) The FDA or other applicable foreign regulatory authorities may not approve the labeling or specifications of the Company’s product candidates;

(6) The contract research organizations (CROs) and other contractors that the Company may retain to conduct clinical trials may take actions outside of Company control that materially adversely impact the clinical trials;

(7) The FDA or other applicable foreign regulatory agencies may find the data from preclinical studies and clinical trials insufficient to demonstrate that the Products are safe and effective for its proposed indications;

(8) The FDA or other applicable foreign regulatory agencies may disagree with the Company’s interpretation of data from their preclinical studies and clinical trials;

(10) If and when the applications for regulatory approval are submitted to the FDA or other foreign regulatory agencies, as applicable, the regulatory authorities may have difficulties scheduling the necessary review meetings in a timely manner, may recommend against approval of the Company’s application or may recommend or require, as a condition of approval, additional preclinical studies or clinical trials, limitations on approved labeling or distribution and use restrictions;

(11) The FDA or other applicable foreign regulatory agencies may change their approval policies or adopt new regulations.

Any of these factors, many of which are beyond Company control, could increase development costs, jeopardize the Company’s ability to obtain regulatory approval for and successfully market the Products and generate revenue. Moreover, because their business is entirely dependent on the approval of the Products by the FDA and other foreign agencies, any such setback in the Company’s pursuit of regulatory approval would have a material adverse effect on business and prospects.

There may be a high rate of failure for the Products proceeding through clinical trials.

There may be a high rate of failure for Products as candidates proceeding through clinical trials. The Company may suffer significant setbacks in their clinical trials, similar to the experience of a number of other companies in medical device industry, even after receiving promising results in earlier trials. Further, even if the Company views the results of a clinical trial to be positive, the FDA or other regulatory authorities may disagree with their interpretation of the data.

Clinical trials are expensive, time consuming, uncertain and susceptible to change, delay or termination.

Clinical trials are expensive, time consuming and difficult to design and implement. The result of a clinical trial may be undesirable and can result in a clinical trial cancellation or the need for re-evaluation and supplementation. Even if the results of the clinical trials are favorable, the clinical trials are expected to continue for several years and may even take significantly longer to complete. In addition, the Company, the FDA the various IRBs, or other regulatory authorities, may suspend, delay or terminate the Company’s clinical trials at any time, for various reasons.

Risks Related to the Securities and the Offering

There is no current market for the Shares.

There is no formal marketplace for the resale of Company Shares and none is expected to arise for the foreseeable future. Investors should assume that they may not be able to liquidate their investment.

The Offering price of the Company’s Shares was not established on an independent basis; the actual value of an investment may be substantially less than what Investor pays for the securities.

The Company’s Board of Directors established the Offering price of the Company’s Shares on an arbitrary basis. The selling price of the Shares bears no relationship to the book or asset values or to any other established criteria for valuing Shares. Because the Offering price is not based upon any independent valuation, the Offering price may not be indicative of the proceeds that an Investor would receive upon liquidation. Further, the Offering price may be significantly more than the price at which the Shares would trade if they were to be listed on an exchange or actively traded by broker-dealers.

Kurve has existing Patents that the Company might not be able to protect.

The Company's most valuable asset is its intellectual property. Kurve holds 17 United States utility patents with two currently pending. It is possible that competitors may attempt to misappropriate or violate intellectual property rights owned by the Company. The Company intends to protect its intellectual property portfolio from such violations, within the constraints of available resources. It is important to note that unforeseeable costs associated with such practices may consume a significant portion of capital, which could negatively affect the Company’s research and development efforts and business, in general. However, the Company has anticipated the possible need to protect its Patents from infringement and therefore has allocated Proceeds from this Offering, in the form of Working Capital, to account for this potential event.

The Company is controlled by Marc Giroux, Chairman/Board of Directors and Chief Executive Officer

The Company’s Chairman of the Board and Chief Executive Officer is the beneficial owner of a majority of the Company’s Shares of Common stock as of the date of this Offering Circular. Upon a successful Offering (where the Maximum Offering Amount is raised) Marc Giroux will still own a majority of the Company’s voting stock. Investors in this Offering will not have a majority of voting Shares and therefore will not have the have the ability to control a vote of the Shareholders without consensus from Marc Giroux. Marc Giroux, therefore, has complete control as to the direction of the Company. There is a disproportionate reliance on Marc Giroux for the operation of the Company, and therefore a risk that the direction of the Company may change if Marc Giroux is unable to perform his duties as Director and Officer.

Bonus Shares have a potentially dilutive effect.

As part of this Offering, the Company is offering Bonus Shares to certain investors (See “Plan of Distribution” below). There is the potential that the Company sells the Shares solely through investments subject to the award of Bonus Shares. In the event the Company sells the Shares solely through investments subject to the award of Bonus Shares, the Company could only raise Proceeds equaling $20,000,000 or 50% of the Maximum Offering Amount. In the event the Company sells the Shares in amounts less than the total number of Shares offered, the Bonus Shares may still have a dilutive effect to where the Maximum Offering Amount is not reached.

The Company has outstanding convertible notes held by Tom McDowell and Marc Giroux.

The Company has four convertible notes outstanding to Marc Giroux and Tom McDowell, both Officers and Directors of the Company. The total debt owed on these convertible notes is $300,000. The conversion price is set at $2.08. This means that Marc Giroux and Tom McDowell will, if the notes are converted, receive Shares at a price below the price offered in this Offering. Alternatively, Marc Giroux and Tom McDowell could cause the Company to repay these convertible notes using the Company’s cash.

DILUTION

On March 25, 2022 the Company executed the Merger in which Kurve Technology, Inc. assigned its assets to Savile Therapeutics, Inc. which was in-turn acquired by the Company. Prior to the Merger, the persons owning Founders’ Shares (Marc Giroux, Tom McDowell, Glenn Cornett included) agreed to keep their proportionate ownership in the Company as they had owned in Kurve Technology, Inc. prior to the Merger. After the Company increased the number of authorized Shares, the above-named persons received their proportionate number of Shares to maintain their respective equity ownership percentages in the Company. The following table describes the number of Shares assigned to each Officer:

The above-named persons received these Shares pursuant to their roles as founders in Kurve Technology, Inc. prior to May 2021 (one year before the date of this Offering Circular).

For a more detailed discussion please see “Legal Proceedings and Merger” below.

PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

The Offering will be made through general solicitation, direct solicitation, and marketing efforts whereby Investors will be directed to the Portal kurvetx.com/invest to invest. The Company has engaged Rialto Markets, an independent FINRA broker-dealer to assist with the Share sales in exchange for a 3% commission fee on the aggregate sales. The Offering is conducted on a best-efforts basis. No Commissions or any other renumeration for the Share sales will be provided to the Company, the Directors, any Officer, or any employee of the Company, relying on the safe harbor from broker-dealer registration set forth in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.

The Company will not limit or restrict the sale of the Shares during this 12-month Offering. No market exists for the Shares and no market is anticipated or intended to exist in the near future, therefore there is no plan to stabilize the market for any of the securities to be offered.

Directors, Officers, and employees of the Company are primarily engaged in the Company’s business of developing and manufacturing medical devices, and none of them are, or have ever been, brokers nor dealers of securities. The Directors, Officers, and employees will not be compensated in connection with the sale of securities through this Offering. The Company believes that the Directors, Officers, and employees are associated persons of the Company not deemed to be brokers under Exchange Act Rule 3a4-1 because: (1) no Director, Officer, or employee is subject to a statutory disqualification, as that term is defined in section 3(a)(39) of the Exchange Act at the time of their participation; (2) no Director, Officer, or employee will be compensated in connection with his participation by the payment of commissions or by other remuneration based either directly or indirectly on transactions in connection with the sale of securities through this Offering; (3) no Director, Officer, or employee is an associated person of a broker or dealer; (4) the Directors, Officers, and employees primarily perform substantial duties for the Company other than the sale or promotion of securities; (5) no Director, Officer, or employee has acted as a broker or dealer within the preceding twelve months of the date of this Offering Circular; (6) no Director, Officer, or employee will participate in selling this Offering after more than twelve months from the Effective Date of the Offering.

Rialto Markets LLC (“Rialto”) has agreed to act as placement agent to assist in connection with this Offering. Rialto is not purchasing or selling any securities offered by this Offering Circular, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities. However, Rialto has agreed to use their best efforts to arrange for the sale of the Shares offered through this Offering Circular. In addition, Rialto may engage other brokers to sell the securities on their behalf. Rialto will receive compensation for sales of the Shares offered and sold through pursuant to this Offering at a rate of 3% of the Gross Proceeds for a maximum of $1,500,000. In addition, the Company may pay Rialto 8% of the Gross Proceeds from the sale of up to $10,000,000 in Common Stock resulting from the direct selling efforts of Rialto not to exceed $1,600,000

The Company will also publicly market the Offering using general solicitation through methods that include e-mails to potential Investors, the internet, social media, and any other means of widespread communication.

This Offering Circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on the Company’s website at kurvetx.com/invest and via of the EDGAR filing system.

The following table shows the total discounts and commissions payable to Rialto in connection with this Offering by the Company:

In the event that Rialto’s targeted selling efforts lead to sales of up to $20,000,000 in Shares of Common Stock, Rialto will be entitled to 8.0% of the Gross Proceeds from the sale of such shares of Common Stock not to exceed $1,600,000.

Other Terms

Rialto has also agreed to perform the following services in exchange for the compensation discussed above: 

- Act as lead broker for the Offering, coordinating efforts of parties involved and providing regulatory guidance; 

- Manage the back-end process of the Offering Platform technology, Investors use to invest in the Offering;

- Reviewing marketing materials if requested;

- Performing AML/KYC checks on all Investors, and; 

- Providing other financial advisory services normal and customary for Regulation A offerings and coordinate with the Company’s registered transfer agent and legal representatives. 

In addition to the commissions described above, the Company will also pay $5,000 to Rialto for out-of-pocket accountable expenses paid prior to commencing the Offering. This fee will be used for the purpose of coordinating filings with FINRA (Form 5110). In addition, the Company will pay Rialto $5,000 consulting fee upon the issuance of the FINRA No Objection Letter and a $5,000 Blue Sky filing service fee for managing the filings required for Blue Sky regulations. The Company will forward the fees required for state notice filing fees, estimated to be approximately $13,000. Assuming the full amount of the offering is raised, and that Rialto's targeted selling efforts lead to sales of $10,000,000, the Company estimates that the total fees and expenses of the Offering payable by the Company to Rialto will be approximately $1,200,000. Maximum expected out of pocket expenses total $21,000.

Selling Securityholders

The total number of Shares offered by Selling Shareholders is 1,306,862. This represents 2.49% of all Shares outstanding as of the date of this Offering Circular.

The Selling Shareholders are entitled to sell their shares at different times in the Offering. The following is a synopsis of when the Selling Shareholders are entitled to sell their Shares.

(1) Selling Shareholders are entitled to sell their Shares once gross Proceeds reaches $25,000,000 or more.

(2) Selling Shareholders are entitled to sell their Shares once gross Proceeds reaches $500,000 or more.

(3) Selling Shareholders are entitled to sell the following proportion of Shares according to the following schedule:

Gross Proceeds of $10,000,000 – 6% of Shares* (as owned by that Selling Shareholder)

Gross Proceeds of $25,000,000 – 6% of Shares* (as owned by that Selling Shareholder)

Gross Proceeds of $35,000,000 – 6% of Shares* (as owned by that Selling Shareholder)

Gross Proceeds of $45,000,000 – 7% of Shares* (as owned by that Selling Shareholder)

*refers only to Shares offered pursuant to this Offering

Bonus Program

Certain Investors will be eligible to receive additional Shares of Common Stock (“Bonus Shares”) depending upon the amount invested by such Investors.

First 30 days of Offering – Less than $100,000 investment

The Company will be offering 15% bonus in the form of Bonus Shares for Investors that invest less than $100,000 within the first thirty (30) days following Qualification of the Offering (not including the date on which the Offering is qualified).

First 30 days of Offering – More than $100,000 investment

The Company will be offering 30% bonus in the form of Bonus Shares for Investors that invest more than $100,000 within the first thirty (30) days following Qualification of the Offering (not including the date on which the Offering is qualified).

After first 30 days of Offering – More than $100,000 investment

The Company will be offering 20% bonus in the form of Bonus Shares for Investors that invest more than $100,000 after the first thirty (30) days following Qualification of the Offering (not including the date on which the Offering is qualified).

The Company will absorb the cost of the issuance of the Bonus Shares; to the extent any are issued, it will reduce the Proceeds that the Company receives. The issuance of these Bonus Shares will have a maximum potential dilutive effect of 28,735,632 Shares.

USE OF PROCEEDS

The Company intends to use the Proceeds of this Offering to (1) Complete the purchase of select intellectual property from Kurve Technology, Inc. (through Savile Therapeutics, Inc.).; (2) Design, develop, and execute human clinical trials for the Company’s Products; (3) Develop relationships with select producers of CNS drugs for potential licensing relationships; (4) Expand research and development activities for the Company’s Products; (5) Gain FDA Approval/authorization for the Company’s Products; (6) Marketing the Offering and the Company’s Products; (7) Selling Shareholders.

1. Asset Purchase

The Company is currently the debtor on a promissory note with a principal amount of $4,600,000. This promissory note was made by Savile Therapeutics, Inc. and assumed by the Company pursuant to the Merger (see “Description of the Business” below) for the purchase of all relevant assets from the Company’s predecessor Kurve Technology, Inc. The Company will use the Proceeds of this Offering to pay off this promissory note. For a more detailed discussion please see “Legal Proceedings and Merger” below.

2. Marketing

The Company intends to spend $7,450,000 on the costs of (1) marketing the Shares in this Offering to Investors; and (2) marketing for the Company’s Products. The Company intends to market its Products through the use of independent representatives and direct marketing to medical professionals and select pharmaceutical companies.

3. Manufacturing

The Company intends to spend approximately $1,000,000 on contract manufacturing of the Company’s Products concurrent with the Phase III trial (see “Description of the Business” below). As the Phase III trial concludes and the Company approaches commercialization of the Products, it is likely that reserve capital will be utilized to scale up production of the Products. Contract manufacturing will be an advantageous path for state of the art precision robotic manufacturing utilizing the most current manufacturing technology to ensure full compliance with Pharmaceutical and Medical Device Good Manufacturing Practices as required by the FDA.

4. Clinical Studies

The Company plans to use a portion of the Proceeds to engage the FDA and conduct Phase II and Phase III human use clinical trials for its Products in several key Central Nervous System (“CNS”) diseases. Depending on the level of funding secured, these include three studies that would launch under a Kurve Therapeutics label.

The Company’s products are already participating in 15 ongoing clinical trials not administered or run by the company. The Company also intends on participating in the clinical trials of its pharmaceutical partners as the study device supplier as well as the high-volume manufacturer at commercialization.

The Company intends to use $11,950,000 of the Proceeds for Working Capital and Reserve Capital. Included in this use is payment of salaries, benefits, legal and other professional services, and other administrative costs. As the Phase III trial concludes and the Company approaches commercialization, it is likely that reserve capital will be utilized to scale-up production of the Company’s Products.

DESCRIPTION OF THE BUSINESS

Corporate History

Kurve Therapeutics, Inc. was founded as a Delaware corporation on November 20, 2019. On January 25, 2022, the Company submitted an Amended and Restated Certificate of Incorporation, as corrected, authorizing the Company to issue 75,000,000 Shares – 74,000,000 Common Shares and 1,000,000 Preferred Shares. As of the Date of this Offering Circular, no Preferred Shares are issued or outstanding. The Company is offering 8,620,689 Common Shares through this Offering.

On March 25, 2022, the Company merged with Savile Therapeutics, Inc. Savile Therapeutics, Inc. was a non-operating holding company created for the purpose of holding assets once owned by Kurve Technology, Inc. For a more detailed discussion please see “Legal Proceedings and Merger” below. The Agreement and Plan of Merger between Savile Therapeutics, Inc and Kurve Therapeutics, Inc. has been included in and attached hereto as Exhibit 16B.

Prior to this Offering, the Company entered into a certain contract for services with Medical Funding Professionals, MFP LLC DBA MFP, and Life Science Intelligence, Inc. (“LSI”) whereby MFP and LSI provide advice and assistance in conjunction with the analysis of the Company’s economics and governance capital planning. These advisors intend on selling a portion of their Shares through this Offering. See “Selling Shareholders” above.

Summary of the Company and Its Products

The Company has two main products. The first product is Intrulin (Kurve intranasal insulin), which is a drug the Company is developing to combat cognitive aging, neurodegenerative diseases and related disorders. The second product is the Company’s patented Controlled Particle Dispersion® (“CPD”) technology. The retail name of the device utilizing the CPD technology is ViaNase®.

The Company intends to use the Proceeds of this Offering to (1) Complete the purchase of select intellectual property from Kurve Technology, Inc.; (2) design, develop, and execute human clinical trials for the Company’s Products; (3) Develop relationships with select producers of CNS drugs for potential licensing relationships; (4) Expand research and development activities for the Company’s Products.

The Company and Its Products

Kurve Therapeutics is developing disease-modifying drugs with demonstrated clinical efficacy in cognitive aging, neurodegenerative diseases and related disorders. Much of this efficacy can be traced to inhibition of two key enzymes that have for over a decade been an elusive target for Alzheimer’s drugs: Glycogen synthase kinase-3 beta (“GSK-3 beta”) and elongation factor 2 kinase (“EF2K”).

The CPD technology and the Intrulin (collectively the “Technology” or “Products”) are intended to be used together - meaning the Intrulin’s delivery by ViaNase increases the efficacy of GSK-3 beta and EF2K and avoids systemic side-effects by delivering drugs directly to the brain. This is done with precisely-controlled, turbulent flow from an intranasal device.

The largest body of clinical evidence for the Technology is for Alzheimer’s disease (a severe form of cognitive aging), where the Company has significant, placebo-controlled results in five Phase II trials.

The Company has found that Intrulin increases blood flow to cerebral gray matter in human patients. Kurve’s patented CPD technology enhances significantly the efficacy and safety of existing and new formulations. This is done by accessing the most-penetrable part of the blood-brain barrier (“BBB”), the olfactory mucosa at the top of the nasal cavity, where nerves penetrate to convey smell signals to the brain. This approach, known as the nose-to-brain route, is particularly important for large, complex molecules (e.g., proteins, stem cells, and antibodies) that have shown promise in neurodegenerative disease but are virtually impossible to deliver to the brain via other non-surgical routes (oral, intravenous, etc.)

Kurve CPD’s precisely-controlled turbulent flow generation, unlike other technologies, gets medicines past the curved surfaces inside the nose and up to the olfactory mucosa. This capability was demonstrated in an 18-month Phase II Alzheimer’s disease study using two different nasal delivery technologies. Patients using the Kurve device showed improvement vs. baseline and placebo; the patients using the other device showed no improvement from placebo.

Kurve products have favorable clinical evidence of disease-modifying activity in at least four neurodegenerative diseases. In a smaller, four-month Phase II study using positron emission tomography ”PET” scanning, Alzheimer’s patients using the Technology demonstrated enhanced activity vs. placebo in compromised brain regions. Marketed drug products are of limited efficacy, sometimes having benefits only briefly (3-6 months), after which patient decline accelerates and the use of the drug is discontinued. With Kurve, efficacy has continued for years in individual patient cases and in a number of cases actually reversed the course of the disease. The longest clinical trial yet showed continuing efficacy vs. the placebo group for 18 months. Kurve offers significant potential to advance the standard of care.

Market for the Company’s Products

The Company’s Products, Intrulin and ViaNase, are being developed to combat cognitive aging, neurodegenerative diseases and related disorders. These disorders include (1) Alzheimer’s Disease; (2) Parkinson’s Disease; (3) Lewy Body Dementia; and, (4) Amyotrophic Lateral Sclerosis (“ALS”).

1. Alzheimer’s Disease

Alzheimer’s Disease, with United States prevalence estimated at 6 million, is the only top-10 cause of death in the United States with no known cure. It is the sixth-leading cause of death and is the fifth-leading cause of death among those age 65 and older in the US. It is also estimated to be the most-expensive disease in the nation. The 2018 cost of caring for Americans with Alzheimer’s and other dementias is about $277 billion, not including unpaid caregiving by 16 million Americans annually providing an estimated 18.5 billion hours, valued in aggregate at $234 billion. Approved treatments address only symptoms; they do not modify the disease in a fashion seen in some Kurve Therapeutics patient’s cases and clinical trials. Global revenues for Alzheimer’s drugs were $18 billion in 2018. There is opportunity to grow the market significantly with an effectively-delivered, disease-modifying drug.

2. Parkinson’s Disease

Parkinson’s Disease afflicts about 930,000 United States patients, with 2030 prevalence forecast to grow to 1.2 million. While for some patients the symptoms can be treated effectively for years, there are no approved drugs that treat the underlying neurodegenerative process. Global revenues for Parkinson’s drugs were $4.5 billion in 2018. There is substantial opportunity to enlarge this market with a therapy yielding the disease-modifying experiences seen in some Kurve patients.

3. Lewy Body Dementia

Lewy Body Dementia (“LBD”) affects about 1.4 million individuals and their families in the United States. It is the third-most-common dementia in the United States, after Alzheimer’s and vascular dementia. There are no approved treatments demonstrated to slow or stop the brain cell damage caused by Lewy body dementia. Global LBD drug revenues were $3.5 billion in 2018. Several LBD patients have benefitted significantly from Kurve treatments (patient case reports pending).

4. Amyotrophic Lateral Sclerosis

Amyotrophic Lateral Sclerosis (“ALS”) is a rare disease, with about 16,000 patients in the US. There are only two drugs approved for the treatment of ALS: Sanofi’s Rilutek (riluzole) and Mitsubishi Tanabe’s Radicava (edaravone). The drugs were special cases in terms of FDA approval; they did not meet the standard regulatory requirements for approval, but due to the increase in survival of patients, they were granted approval. Drug sales for ALS in 2017 were collectively about $200 million in the US, Japan and major European markets (Germany, France, UK, Italy and Spain). 

Company Intellectual Property

Patents

The Company currently owns 17 issued utility patents with the following Agencies (1) United States Patent and Trademark Office (“USPTO”) (2) Patent Cooperation Treaty; (3) European Patent Office; (4) German Patent and Trademark Office; (5) French Patent and Trademark Office; (6) United Kingdom Intellectual Property Office; and (7) Japan Patent Office. The Company currently has several patents pending as well. These patents represent the core technology behind Intrulin and ViaNase. The earlier patents are in effect until 2027 with further patents in place until 2032; further patents are pending.

Trademarks

The Company currently owns registered trademarks for Kurve Therapeutics, Kurve Technology, ViaNase, and Intrulin.

Plan of Distribution of the Products

After approval by the relevant authorities, the Company intends to initially distribute the Products in the United States and Europe. Within the United States, the Company will engage in direct sales to customers. The customers in the United States primarily consist of hospitals, doctors, and hospital systems. Generally speaking, the prescribing doctors have the discretion on whether to prescribe drugs. Once the decision has been made to prescribe the drug, the doctor will direct the patient to purchase the drug via their pharmacy.

The Company intends to utilize distributors to affect international sales of the drug. International sales methods of the Products will vary from country to country depending on the respective laws and healthcare systems. International distributors and partners will be responsible for maintaining sales and regulatory compliance within each international market. Additionally, the Company intends on using some of the Proceeds for international marketing efforts.

Total Number of Employees

As of the Date of this offering Circular, the Company has one (1) full time employee and no part time employees. However, the Company does utilize the services of independent contractors for much of its operations. The Company intends on hiring one or more of these independent contractors if a sufficient amount of the Proceeds are raised pursuant to this Offering.

Legal Proceedings and Merger

Kurve Therapeutics, Inc. (the “Company”) is a successor entity to two former entities, Savile Therapeutics, Inc. and Kurve Technology, Inc.

Kurve Technology was the original operational company which developed the Company’s Products. In January 2017, an investor in Kurve Technology, Inc. (who owned a significant portion) of Kurve Technology died. The beneficiaries of this person’s estate intended to divest their portion of Kurve Technology, Inc. along with several other investments (with other unrelated companies) held within the deceased investor’s estate. Management decided that a State of Washington receivership proceeding was the best strategy for handling the redemption of the equity portion in question.

Management executed the receivership process for Kurve Technology, Inc. to resolve the issue with the estate beneficiaries. The various processes as described within this sub-section will hereinafter be collectively referred to as the “Receivership”. Marc Giroux, as majority shareholder in Kurve Technology, Inc. and Kurve Theraputics, Inc. was named as a party in the Receivership as a procedural matter.

On February 22, 2022 the Receivership court accepted the plan put in place between Kurve Technology, Inc. and the receiver Resource Transition Consultants, LLC (the “Receiver”). The Court issued an “ORDER APPROVING GENERAL RECEIVER’S MOTION TO SELL ASSETS FREE AND CLEAR” (the “Order”) whereby the court found that the assignment of the Assets described transaction to Savile Therapeutics, Inc. (as described below) was “in the best interests of the estate”. The Order is attached hereto as Exhibit 16A.

On March 8, 2022 the assets from Kurve Technology, Inc. were transferred, via the Receiver to Savile Therapeutics, Inc. (“Savile”). Savile was an affiliate of the Company, owned in full by Tom McDowell. Savile had no operating history. The only function of Savile was to exist as a transitory entity into which the assets from the receivership could be held. As part of this transaction, Savile issued a $4,600,000 promissory note with the receiver as the holder.

On March 25, 2022 the Company, Kurve Therapeutics, Inc. executed and filed a Certificate of Merger with the State of Delaware, in which Savile was merged with the Company with the Company being the surviving corporation. Through this merger, the Company received all of Savile’s assets and liabilities. The documents affecting these transactions are attached hereto as Exhibit 16B.

The following assets were transferred from Kurve Technology, Inc. to Savile, to the Company:

- All patents approved, in review, applied for, abandoned, and expired collectively in the United States, Canada European Union and select members of the European Union, and Japan.

- All Trademarks approved, in review, applied for, and expired in the United States

- Website and URL kurvetech.com

- All customer contracts

- All rights to results of drug trial and studies including publication of trials and studies.

- All rights to publications mentioning Kurve Technology, Inc.

- Laboratory

- Lab equipment

- Tooling

- Prototypes

- Molds

- Raw materials

- Devices

- Production equipment

- Completed devices

- Production designs

- Laboratory Fixtures

- Office Furniture

- Data equipment

- Laboratory leases

None of the Directors or Officers have been through a bankruptcy proceeding. None of the Directors or Officers have any criminal convictions. None of the Directors or Officers are currently party to any civil suits as of the Date of this Offering Circular.

Special Characteristics of the Company’s Operations and Competing Products/Procedures

The Company is subject to regulation of its Products before, during, and after approval by the FDA Products for commercial distribution of the Products

The Company’s products have two separate approval/authorization paths, one for the Intrulin, the other for the ViaNase/CPD technology. The Intrulin is regulated as a “Drug” with the FDA, while the ViaNase is a Class I Medical Device, until such is paired with the Intrulin. When paired with the Intrulin, the ViaNase becomes a Class II medical device as a drug/device combination. Below is a discussion of the dual regulatory paths for the Company’s Products.

FDA Approval for the Intranasal Insulin (Intrulin)

The Company has developed and is currently testing its new drug, Intrulin. The Company has already undergone Phase I and Phase II human clinical trials for the Intrulin product. The Company is going to seek authorization from the FDA to conduct Phase III human clinical trials to be funded using the Proceeds of this Offering. After the Phase III human clinical trials are completed the Company intends to submit a New Drug Application (“NDA”).

The clinical phase of drug development focuses on testing new drugs on human volunteers. Phase I tests may involve dozens of volunteer subjects and are performed to ascertain if the new drug has side effects and how the human body metabolizes and excretes the drug. Phase II tests may involve hundreds of volunteer subjects and are used to gather preliminary data on the efficacy of the new drug on a specific condition or disease. These studies may compare the efficacy of the new drug against established drugs used to treat a condition or against placebos. After Phase II trials are completed, a sponsor will typically coordinated with the FDA to plan its Phase III trials. Phase III trials may involve thousands of volunteer participants, as the new drug is tested to evaluate its effectiveness and safety in many different population subsets.

During the clinical phase of drug development, the FDA may halt testing of a new drug, temporarily or permanently, if there are concerns for the safety of trial testing volunteers. Institutional Review Boards (“IRBs”) are also involved in reviewing the safety protocols for these trials, and may halt testing of a new drug.

Once Phase III tests are concluded, a sponsor prepares and submits a New Drug Application with the FDA. The FDA must approve the NDA before marketing of the new drug is permitted in the United States. The NDA contains the results of all new drug testing, including preclinical and clinical testing, along with other information about the new drug, including its chemical composition and manufacturing processes. The costs associated with preparation and submission of an NDA are significant, and the approval process can take years.

After an NDA is submitted, the FDA has 60 days to assess if the NDA will be accepted for filing based whether the NDA is sufficiently complete. Upon acceptance of the filing by the FDA, a 180-day period review begins during which time the FDA conducts an in-depth review of the NDA’s contents to evaluate a sponsor’s research on the new drug’s safety and effectiveness. After the 180-day period ends, the FDA must either issue an approval letter for the NDA or a response letter to a sponsor addressing particular concerns. This 180-day period may be modified; the FDA and a sponsor may come to an agreement to alter the review period timeline.

The FDA subsequently reviews the labeling of the new drug to ensure relevant health information is present and inspects a sponsor’s manufacturing facility where a new drug is produced to confirm that the manufacturing of the new drug is compliant to standards. (See “Facilities Regulation” below)

After a sponsor’s new drug passes through these steps, the new drug approval process is complete. A sponsor is required to provide the FDA with periodic updates regarding the safety of the new drug.

FDA Approval for the ViaNase Medical Device

The Company believes that the ViaNase and the CPD technology will be regulated in the United States similarly as Class II medical devices by the FDA under the Federal Food, Drug and Cosmetic Act. The FDA classifies medical devices into one of three classes based upon controls the FDA considers necessary to reasonably ensure their safety and effectiveness. Class I devices are subject to general controls such as labeling, adherence to good manufacturing practices and maintenance of product complaint records, but are usually exempt from premarket notification requirements. Class II devices are subject to the same general controls and also are subject to special controls such as performance standards and may also require clinical testing prior to approval. Class III devices are subject to the highest level of controls because they are life-sustaining or life-supporting devices.

The CPD Technology-based products, including ViaNase are anticipated to be regulated as Class II medical devices. There are two regulatory paths to authorizing a medical device to be sold commercially. First is the 510(k) Premarket Notification process, the second is the De Novo Process. The Company may elect to undergo the FDA’s Pre-Submission Process prior to the authorization processes.

Pre-Submission Process

The Company intends to go through the Pre-Submission Process with the FDA prior to making the determination on whether to file as a Pre-Market Notification 510(k) Class II or De Novo device.

The Pre-Submission process is appropriate for situations such as the following:

-The device involves new technology, a new intended use, or a new analyte and it will be helpful to familiarize the FDA with the novel features in advance of the submission;

-Assistance is needed in defining possible regulatory pathways;

-The studies involve complex data and/or statistical approaches;

-The predicate or reference method is unclear or uncertain; or

-The new device is a multiplex device capable of simultaneously testing a large number of analytes.

A sponsor should submit a Pre-Submission if they would like the FDA's thoughts on their studies or proposals prior to starting the studies. The potential benefits of submitting a Pre-Submission are:

-To begin a dialogue with the FDA and promote greater understanding;

-To reduce the cost of research studies by focusing in on the important information needed for the FDA's approval (or clearance) and eliminating unnecessary or burdensome studies, and

-To facilitate the review process for the future marketing application since the FDA will already be familiar with the device.

Pre-Submissions and associated meetings are strictly voluntary, and any comments or recommendations made in the review of protocols or during these meetings are not binding on the manufacturer or the FDA.

510(k) Premarket Notification

If, after the Pre-Submission process, the FDA and Company deem that the device requires the submission of a Premarket Notification 510(k), the Company will be prohibited from commercially distributing the device until the Company receives a letter of substantial equivalence from FDA authorizing the Company to sell commercially. A 510(k) must demonstrate that the device is substantially equivalent to one legally in commercial distribution in the United States: (1) before May 28, 1976; or (2) to a device that has been determined by FDA to be substantially equivalent (a “predicate device”). Even though the CPD technology is a proprietary and more effective delivery system than any other intra-nasal delivery system on the market, the Company believes that the ViaNase can be authorized as substantially-equivalent to one or more predicate devices.

The De Novo Classification

If the Company determines, after the Pre-Submission process, that the ViaNase and CPD technology is not substantially equivalent to a predicate device, the Company will pursue a De Novo Classification.

The De Novo process provides a pathway to classify novel medical devices for which general controls alone, or general and special controls, provide reasonable assurance of safety and effectiveness for the intended use, but for which there is no legally marketed predicate device. De Novo classification is a risk-based classification process.

Devices that are classified into Class II through a De Novo Classification Request (De Novo request) may be marketed and used as predicates for future 510(k) premarket notification submissions, if necessary. This means that it may be prudent to initially pursue a De Novo Classification for the CPD technology at this early stage, so the Company can file 510(k) premarket notifications for its future products based on that technology.

The De Novo Classification Request includes the following information:

(1) Administrative Information, such as the device's intended use, prescription use or over-the-counter use designated, etc.

(2) Device Description, which includes but is not limited to technology, proposed conditions of use, accessories, and components.

(3) Classification Information and Supporting Data:

-Clinical data (if applicable) that are relevant to support reasonable assurance of the safety and effectiveness of the device.

-Non-clinical data including bench performance testing.

-Information on the reprocessing and sterilization, shelf life, biocompatibility, software, electrical safety and electromagnetic compatibility, animal study, literature (if applicable); and

-A description of the probable benefits of the device when compared to the probable or anticipated risks when the device is used as intended.

The Company will be required to collect and submit this data prior to submission.

Facilities Regulation

Regulation of the Company as a Drug Manufacturer

The Company intends to outsource manufacturing of the Intrulin to third party drug manufacturers that are themselves FDA-regulated drug manufacturers.

Quality System Regulation and Good Manufacturing Practices for Medical Devices

After approval of the CPD technology-based products by the FDA, the Company will be subject to FDA Quality Systems Regulation (“QS Regulation”) and Good Manufacturing Practices” (“GMPs”) Manufacturers must establish and follow quality systems to help ensure that their medical device products consistently meet applicable requirements and specifications known as current good manufacturing practices. Continued Compliance with these QS Regulations and GMPs is an ongoing duty of the Company. On February 23, 2022, the FDA proposed a regulation which would incorporate the international standard specific for medical device quality management systems set by the International Organization for Standardization (ISO), ISO 13485:2016 Medical devices – Quality management systems – Requirements for regulatory purposes. The Company intends to use contract manufacturers. All of these contract manufacturers will be required by the Company to be ISO 13485:2016, and thus compliant with FDA GMP.

The Company does not anticipate that this proposed regulation will affect the operations of the Company, since the Company intends on complying with ISO 13485:2016 prior to the proposed rule change in development of its facilities.

Plan of Operations

1. Apply for and Submit the Intrulin for Phase III Human Clinical Testing with the FDA;
2. Seek 510(k) or De Novo authorization from the FDA for the CPD technology and ViaNase;
3. Conduct clinical trials for the CPD technology and ViaNase (only if required by FDA);
4. Conduct Human Clinical Trials; (approx. $50,000-$75,000 per patient in the clinical trial)
5. Implement GMP and other manufacturing/control standards for Company and its facilities.

The Company anticipates this Plan of Operations will take approximately $15,000,000-$25,000,000 to execute. The Company is not reasonably able determine the costs of each step at this time due to the conditionality of the human clinical trial process(es).

Competition

The Company believes that the only truly competing products (ones that are cleared by the FDA and that are commercially available) are infusion products such as: (1) Privigen from CSL Behring LLC; (2) Aduhelm (Aducanumab) from Biogen Inc.; (3) Gammagard from Takeda Pharmaceuticals U.S.A., Inc. All of these products are infusions approved to treat various forms of dementia.

DESCRIPTION OF PROPERTY

As of the Date of this offering Circular, the Company does not own real property or business personal property of material significance.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION OF THE ISSUER

Kurve Therapeutics, Inc. is a privately-held entity organized in November 2019 in the State of Delaware and registered as a foreign corporation in the State of Washington. The following includes a discussion of both Kurve Technology, Inc., predecessor to the Issuer, and Kurve Therapeutics Inc. On March 8, 2022 Kurve Therapeutics purchased all of the significant assets and operations of Kurve Technology, Inc. See “Description of the Business” above for a detailed discussion of the Merger.

Components of Results of Operations

The following discussion of the financial condition and results of operations should be read in conjunction with the financial statements and the related notes included elsewhere in this Offering Statement. The following discussion contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ significantly from those discussed in the forward-looking statements. Unless otherwise indicated, the latest results discussed below are as of December 31, 2021. *Please note that the Issuer’s financial statements will be forthcoming on the various periodic filings, if this Form 1-A is qualified by the SEC.

Revenue/Net Loss from Operating Activities

Prior to the Merger, Kurve Therapeutics, Inc. is, and has been, solely focused on Central Nervous System and Neurodegenerative Diseases. As of the date of this Offering Circular, the Company has had Revenues but has never been profitable.

The Revenues for Kurve Therapeutics, Inc. were generated through the sale of ViaNase to clinical trial partners.

In FY2021 the Company had a Net loss of $65,427. In FY2020 the Company had a Net loss of $80,725. This represents a decrease in Net loss of $15,298 or 18.95%. The reason for the decrease in Net loss was due to increased Revenue resulting from the sale of Products to clinical trial partners concurrent with a small increase in ViaNase production costs.

Kurve Technology, Inc. is, and has been, solely focused on the development of the Technology for the Drug Delivery market. As of the date of this Offering Circular, the Company has never been profitable. In FY2021 Kurve Technology, Inc. had a Net loss of $385,046. In FY2020 Kurve Technology, Inc. had a Net loss of $416,673. This represents a decrease in Net loss of $31,627 or 7.59%. The reason for this decrease is a significant increase in revenue from clinical partners and the sales of devices to individual patients under the compassionate use program.*

*When a doctor prescribes the CPD technology devices prior to authorization by the FDA under the 510(k) or De Novo Authorization.

Prior to delivery of the Products (ViaNase or Intrulin) to customers, Kurve Technology receives full payment from clinical partners and sales of devices to individual patients under the compassionate use program. As of December 31, 2021 a clinical partner paid in full for the devices needed for their trial, but the devices were not shipped until February 2022. The amounts collected prior to shipping were classified as Deferred Revenue.

Operating Expenses

Kurve Therapeutics, Inc. classifies its Operating Expenses as wages & benefits, sales & marketing, research & development, office expenses, bad debt expense, conferences, travel & entertainment, professional fees, and computer expenses. In FY2021 Kurve Therapeutics, Inc. had Operating Expenses totaling $128,344. In FY2020 Kurve Therapeutics, Inc. had Operating Expenses totaling of $119,540. This represents an increase in Operating Expenses of $8,804 or 7.36%. The reason for this increase is due to higher Salaries & Wages and Sales & Marketing costs, offset by reduced research & development costs.

Kurve Technology, Inc. classifies its Operating Expenses as wages & benefits, research & development, professional fees, rent expense, office expenses, patent amortization, computer expenses, travel expenses, marketing expenses, and bad debt expense. In FY2021 Kurve Technology, Inc. had Operating Expenses totaling $406,771. In FY2020 Kurve Technology, Inc. had Operating Expenses totaling of $486,246. This represents a decrease in Operating Expenses of $79,475 or 16.34%. The reason for this decrease is primarily reduced research & development costs and lower amortization expense of patents.

Research and Development Expense

Prior to the Merger, Kurve Therapeutics, Inc.’s research and development efforts for FY2020 and FY2021 were focused on improved device design, device optimization, and increasing access to the brain through the olfactory region and trigeminal nerve.

In FY2021 Kurve Therapeutics, Inc. spent $7,254 on research and development expenses. In FY2020 Kurve Therapeutics, Inc. spent $60,098 on research and development expenses. This represents a decrease of $52,844 or 87.93%. The reason for this decrease is reduced research and development spending activity in favor of other expenses.

In FY2021 Kurve Technology, Inc. spent $118,971 on research and development expenses. In FY2020 Kurve Technology, Inc. spent $141,618 on research and development expenses. This represents a decrease of $22,647 or 15.99%. The reason for this decrease is reduced research and development spending activity in favor of other expenses.

The Company anticipates that it will increase these expenses significantly upon a successful Offering as the Company will begin Phase II and Phase III human clinical trials (see “Use of Proceeds” above).

Wages and benefits

In FY2021 Kurve Therapeutics, Inc. spent $87,158 on wages and benefit expenses. In FY2020 Kurve Therapeutics, Inc. spent $29,918 on wages and benefit expenses. This represents an increase of $57,240 or 191.32%. The reason for this increase is that the CEO, the lone employee’s expenses were borne by Kurve Therapeutics in 2021.

In FY2021 Kurve Technology, Inc. spent $144,317 on wages and benefit expenses. In FY2020 Kurve Technology, Inc. spent $157,702 on wages and benefit expenses. This represents a decrease of $13,385 or 8.49%. The reason for this decrease is transfer of the lone employee’s wages and expenses from Kurve Technology to the Company in 2021.

Shareholders’ Equity

Kurve Therapeutics, Inc.

On January 1, 2020 50,189,694 Shares of Kurve Therapeutics, Inc. Common Stock were outstanding, with a total Stockholders’ Equity of $80,725. These shares were issued as Founders’ Shares. All of these shares were issued to Marc Giroux, Tom McDowell, Glenn Cornett, and William Shankle. Issuer had to increase its number of authorized Shares before it could issue all of the Shares to Marc Giroux, Glen Cornett, and William Shankle. Tom McDowell received his Shares pursuant to the Merger.

On December 31, 2020 50,284,117 Shares of Kurve Therapeutics, Inc. Common Stock were outstanding, with a total Stockholders’ Equity of $49,275. This represents an increase of 94,423 Shares. The reason for this increase was due to the sale of shares to investors for proceeds of $130,000 at prices starting at $1.25 per share, increasing to $2.08 per share.

On December 31, 2021 50,308,155 Shares of Kurve Therapeutics, Inc. Common Stock were outstanding, with a total Stockholders’ Equity of $33,848. This represents an increase of 24,038 Shares. The reason for this increase was due to the sale of shares to investors at $2.08 per share for proceeds of $50,000.

Kurve Technology, Inc.

On December 31, 2019 through December 31, 2021 29,595,456 Shares of Kurve Technology, Inc. were outstanding, 500,000 of which were Preferred Shares.

On December 31, 2019 the total Stockholders’ Deficit was $4,145,489.

On December 31, 2020 the total Stockholders’ Deficit was $4,562,162. This represents an increase of $416,673 or 10%. The reason for this increase was due to accrued interest payable on loans to Shareholders.

On December 31, 2021 the total Stockholders’ Deficit was $4,947,208. This represents an increase of $385,046 or 8.44%. The reason for this increase was primarily due to accrued interest payable on loans to Shareholders.

Liquidity and Capital Resources

As of December 31, 2021 Kurve Therapeutics, Inc. had cash reserves of $373,804, Total Assets of $640,574. On December 31, 2020, Kurve Therapeutics, Inc. had Cash of $46,300, total assets of $87,026. This represents an increase in $327,504 (or 707.35%) in cash and $553,548 (or 636.07%) in total assets.

As of December 31, 2021 Kurve Technology, Inc. had cash reserves of $16,355, total assets of $95,980. On December 31, 2020, Kurve Technology, Inc. had cash of $32,662, total assets of $123,449. This represents a decrease in $16.307 (or 49.92%) in cash and $27,469 (or 22.25%) in total assets.

The Company has financed its operations primarily through the sale of Products to clinical partners, sales of Common Shares to investors and the sale of convertible debt to lenders.

The Company will have additional capital requirements during fiscal year 2022 to conduct the human clinical testing and execute the other anticipated uses of the Proceeds (see “Use of Proceeds” above). Therefore, the Company will attempt to raise additional capital through the sale of its securities in this Offering. The Company’s Offering is for a maximum of 8,620,689 Shares of its Common Stock at price of $5.80 per share, with potential aggregate gross Proceeds of $50,000,000.

There can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its future capital requirements. If the Company is unable to raise additional capital in sufficient amounts or on terms acceptable to it, the Company may have to significantly reduce, delay, scale back or discontinue the development of its technologies and patents or discontinue operations completely.

DIRECTORS AND EXECUTIVE OFFICERS

Directors

Executive Officers

Marc Giroux - Director and CEO

Education and Experience

Marc was most recently the President of EES, Inc. – a high tech staffing company placing executives across the USA. EES’ main focus was consulting and building executive teams from early stage through exit strategy. Marc is considered an industry expert on the formation and building of teams. Earlier in his career, Marc spent 13 years in high-tech manufacturing where he developed and invented new products and designed efficiency equipment for production manufacturing. A long-time rhinosinusitis and allergy sufferer, Marc invented the proprietary Kurve technology. He leads Kurve’s business development efforts with investors and partners and guides the engineering team.

Duties of Marc Giroux as Director and CEO

- Establishing the Company vision 

- Guiding the Company through the launch of the Products

- Managing the licensing, both in and out, with regard to drugs and devices for therapies in neurodegenerative diseases and oncology

- Establishing partnerships with pharmaceutical companies

- Revenue and investment generation

Thomas McDowell, Director and CFO

Education and Experience

Tom holds a Bachelor of Science in Business Administration and Accounting from the University of Southern California. He is an inactive CPA in Washington and California. He started his career in public accounting and soon jumped into the world of working with entrepreneurial companies, helping them develop processes and ultimately formulating exit strategies. That led to almost 15 years in investment banking and then about 10 years consulting with companies to help stabilize their finance departments and then restructure and build into more forward looking groups that were not solely riveted on the rear view mirror.

Duties of Thomas McDowell as Director and CFO

As a Director Tom is responsible for ensuring that business operations are performed according to the duties and responsibilities set in the Bylaws. He will ensure that the Company complies with all regulatory reporting. He will help to identify key team members to fill the roles that will build sales, develop formulations to treat specific ailments, and create new technologies that will continue keep the Company at the forefront of nose to brain treatments and drug delivery.

As the CFO, Tom will oversee all financial operations, compliance, and to protect the integrity of all company assets.

Dr. Glenn Cornett, M.D., Ph.D., Chief Science Officer

Education and Experience

Dr. Glenn Cornett is a biotech entrepreneur and advisor. He holds an M.D. with Distinction in Research from the University of Michigan and a Ph.D. in neuroscience from UCLA. He has spent the past decade developing drugs for psychiatric and neurological indications.

Dr. Cornett’s experience includes:

-Eli Lilly: He started a research strategy unit and developed a global financial model that was used for the Cialis acquisition.

-McKinsey: Dr. Cornett consulted to clients in high-tech, heavy industry and health care sectors. He was in the system dynamics practice and a founding member of the complexity practice.

-Razorfish: He was a Vice President successively running the US and European strategy practices, establishing new product-service offerings and developing new clients.

-Los Alamos National Laboratory: Dr. Cornett authored a monograph on plutonium and public health policy while also working on further (confidential) efforts.

Dr. Cornett’s entrepreneurial spirit, passion for innovative science and desire for humanitarian impact all contribute to his enthusiasm for Kurve Therapeutics.

Duties of Glenn Cornett as Chief Science Officer

- Researching and reports on the clinical trial processes;

- Working directly with partner companies on their development efforts with their medications and Company Products;

- Researching drug candidates for in-licensing

- Researching disease states for Company Products.

Family Relationship Disclosure

There is no familial relationship between any of the persons named above.

Legal Proceedings Disclosure

Marc Giroux was a named party in the Receivership (See “Legal Proceedings and Merger” above). None of the Directors or Officers have been through a bankruptcy proceeding. None of the Directors or Officers have any criminal convictions. None of the Directors or Officers are currently party to any civil suits as of the Date of this Offering Circular.

COMPENSATION OF DIRECTORS AND EXECUTIVES

Aggregate Compensation to Directors

The Company has two (2) Directors, Total Compensation to all Directors is $231,475

Increases in Compensation/Bonuses

The Company does intend to increase compensation to the Directors or Officers. Upon a successful Offering, the Company intends to increase the salaries of the following persons; Marc Giroux ($400,000 annually); Tom McDowell ($275,000 annually); Glenn Cornett ($275,000 annually). Increases of compensation to the Officers or Directors will occur at the sole discretion of the Board.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

(1) 16825 48th Ave West, Suite 434, Lynnwood, WA 98037

(2) Refers to Convertible Notes held by Shareholder (see “Interest of Management in Certain Transactions” below)

INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

The Company has entered into four Convertible promissory notes (“Convertible Notes”) with the Officers of the Company. See Exhibit 8 for copies of the Convertible Notes.

Convertible Note 1:

Holder of the Convertible Note: Marc Giroux

Date of Note: May 4, 2022

Principal amount: $60,000

Interest Rate: 10% per annum

Conversion Rate: $2.08 per Share

Convertible Note 2:

Holder of the Convertible Note: Marc Giroux

Date of Note: November 6, 2021

Principal amount: $140,000

Interest Rate: 10% per annum

Conversion Rate: $2.08 per Share

Convertible Note 3:

Holder of the Convertible Note: Tom McDowell

Date of Note: September 13, 2021

Principal amount: $75,000

Interest Rate: 10% per annum

Conversion Rate: $2.08 per Share

Convertible Note 4:

Holder of the Convertible Note: Tom McDowell

Date of Note: December 4, 2021

Principal amount: $25,000

Interest Rate: 10% per annum

Conversion Rate: $2.08 per Share

Merger with Savile Thereaputics, Inc.

Prior to the Merger, Tom McDowell owned 100% of Savile Therapeutics, Inc. Pursuant to the Merger plan, Savile shareholders received 3,011,382 Shares of Class A Common stock in the Company in exchange for the assets of Savile. This means that Tom McDowell received all of the aforementioned Shares of Class A Common Stock in the Company. The fair market value of the Class A Common Stock Shares at the time is difficult to determine. The par value of the Class A Common Stock at the time was .00001 – meaning the transfer of this stock had a par value of $30.113.

DESCRIPTION OF THE SECURITIES

Summary of Company Equity

The Company has two authorized classes of equity stock, Common Stock and Preferred Stock. The Company is authorized to issue 74,000,000 Shares of Common Stock and 1,000,000 Shares of Preferred Stock. As of the Date of this Offering Circular, no Shares of Preferred Stock are outstanding.

Description of the Common Stock Offered through this Offering

The voting, dividend, and liquidation rights of the holders of the Common Stock are set by the Amended and Restated Certificate of Incorporation (see Exhibit 2) and the relevant Delaware Statutes.

Dividends, Liquidation, and Dissolution rights

Common Stock is entitled to equal rights in dividends and distributions on cash, stock, or property when and if declared by the Board. The Common Stockholders are entitled to distributions in the event of any liquidation, dissolution, or winding up of the Company.

Voting

The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings). There is no cumulative voting for Common Stock. The Common Stock has the exclusive right to vote.

Redemption Provisions

Common Stock does not have any redemption rights.

Sinking Fund Provisions

The Amended and Restated Certificate of Incorporation does not contain any Sinking Fund Provisions.

Liability to Further Calls

The Amended and Restated Certificate of Incorporation does not contain any provisions regarding liability to further calls.

Restrictions on Alienability

The Shares have no restrictions on alienability.

PART F/S

Financial Statements and

Independent Auditor’s Report

Kurve Therapeutics, Inc.

December 31, 2021 and 2020

INDEPENDENT AUDITOR’S REPORT

To the Stockholder of Kurve Therapeutics, Inc.:

Opinion

We have audited the accompanying financial statements of Kurve Therapeutics, Inc. (the “Company”), which comprise of the balance sheets as of December 31, 2021 and 2020, and the related statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Basis of Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (“U.S. GAAS”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note C to the financial statements, the Company had a negative working capital of approximately $34,000. Additionally, for the years ended December 31, 2021 and 2020, the Company incurred net losses of approximately $65,000 and $81,000 respectively. Management’s evaluation of the events and conditions and management’s plans regarding those matters are also described in Note C. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with

U.S. GAAP, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with U.S. GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with U.S. GAAS, we:

-Exercise professional judgment and maintain professional skepticism throughout the audit.

-Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

-Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

-Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial -statements.

-Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

s/Assurance Dimensions

Jacksonville, Florida

February 11, 2022

Kurve Therapeutics, Inc.

Balance Sheets

As of December 31, 2021 and 2020

Kurve Therapeutics, Inc.

Statements of Operations

For the Years Ended December 31, 2021 and 2020

Kurve Therapeutics, Inc.

Statements of Changes in Stockholders’ Equity

For the Years Ended December 31, 2021 and 2020

Kurve Therapeutics, Inc.

Statements of Cash Flows

For the Years Ended December 31, 2021 and 2020

Note A – Nature of Business

Kurve Therapeutics, Inc. (the “Company”) is a private company incorporated in the state of Delaware. The Company is developing disease-modifying drugs with demonstrated clinical efficacy in cognitive aging, neurodegenerative diseases and related disorders, and develops nasal drug delivery devices.

Note B – Summary of Significant Accounting Policies

Basis of Accounting

The Company reports the results of its operations using the accrual method of accounting for financial statement purposes. Under this method, income is recognized when earned and expenses are deducted when incurred. The accounting policies of the Company are in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recently Adopted Accounting Standards

Accounting standards promulgated by the Financial Accounting Standards Board (“FASB”) are subject to change. Changes in such standards may have an impact on the Company’s future financial statements.

The Company periodically reviews new accounting standards that are issued. Although some of these accounting standards may be applicable to the Company, the Company has identified the following new accounting standard that it believes merits further discussion.

Recent Accounting Pronouncements Not Yet Adopted

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from U.S. GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021. Management is evaluating the impact of this ASU on the Company’s financial reporting.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

Cash

The Company deposits cash and cash equivalents with financial institutions which management believes is of high credit quality. The Company does not believe it is exposed to significant risk. At December 31, 2021 and 2020, there were no cash equivalents.

Convertible Notes Payable

The Company evaluates all conversion and redemption features contained in a debt instrument to determine if there are any embedded features that require bifurcation as a derivative or separation as a beneficial conversion feature. Based on management’s review of the convertible notes, no bifurcation of the embedded features was considered necessary as of December 31, 2021 and 2020.

Revenue Recognition

All revenues from exchange transactions are recorded in accordance with ASC 606 which is recognized when: (i) a contract with a customer has been identified, (ii) the performance obligation(s) in the contract have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to each performance obligation in the contract, and (v) the Company has satisfied the applicable performance obligation at a point in time or over time.

The Company acts as an agent to secure customer contracts for the purchase of medical devices developed and manufactured by Kurve Technology, Inc. (“Kurve Technology”), a related party through common ownership. The Company earns a commission when the devices are delivered to the customer. All payments for medical devices are due prior to shipment of the product.

Costs of goods sold include all direct materials related to contract performance. General and administrative costs are charged to expense as incurred.

The contract liabilities as of December 31, 2021 and 2020 were composed of deferred revenue related to customer deposits on orders that have not shipped.

Research & Development

The Company expenses product testing and research & development costs as incurred. Research and development costs are primarily composed of clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with ASC 730, Research and Development.

Income Taxes

The Company utilizes an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax basis of assets and liabilities that will result in taxable deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company’s income tax returns are subject to review and examination by federal and state authorities in accordance with prescribed statutes. When accrued, interest and penalties related to unpaid taxes are included in income tax expense.

The Company adopted the income tax standard for uncertain tax positions. As a result of this implementation, the Company evaluated its tax positions and determined that it has no uncertain tax positions as of December 31, 2021. The Company’s 2020 and 2021 tax years are open for examination for federal and state taxing authorities.

Fair Value Measurements

The carrying value of cash, accounts receivable, accounts payable and accrued liabilities approximates fair value due to the short terms to maturity of these instruments. The carrying value of the note receivable – related party and notes payable would not differ significantly if recalculated based on current interest rates. No financial instruments are held for trading purposes.

Note C – Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. At December 31, 2021, the Company had a negative working capital of approximately $34,000. Additionally, for the years ended December 31, 2021 and 2020, the Company incurred net losses of approximately $65,000 and $81,000 respectively. These matters raise doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon increasing sales and obtaining additional capital and financing.

Management plans to sell shares of common stock through private and public offerings. While the Company believes in the viability of its ability to raise additional funds, there can be no assurances to that effect. The financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Note D – Note Receivable – Related Party

In November 2021, the Company entered into a promissory note agreement with Savile Therapeutics, Inc. (“Savile”), a related party through common ownership. The promissory note allows for borrowings of up to $405,000, bears interest at an annual rate of 10% and is due and payable on November 1, 2022. As of December 31, 2021, $15,000 had been loaned to Savile. In January 2022, the Company disbursed an additional $390,000 to Savile.

Savile has made an offer to purchase Kurve Technology, which is under the direction of a General Receiver per revised Code of Washington (State), Chapter 7.60. Savile has made an offer to purchase Kurve Technology’s assets for $5,000,000, and has made a deposit of $405,000 with the Receiver. The balance of the purchase price will be a note payable accruing interest at 5% per annum and due in full on or before two years from the date of the closing. Savile also agrees to pay a royalty of 5% of gross revenue to the Receiver for distribution to the stockholders of Kurve Technology for the first five years following the sale of its first product. The Receiver has approved the transaction to be presented to the Snohomish County Court. The court’s decision is expected in early March 2022.

Note E – Convertible Notes Payable

During September through December 2021, the Company entered into various convertible promissory note agreements with various holders. The note agreements range from $5,000 - $140,000, bear interest at 10% are due and payable between September 2022 and December 2022. The notes payable provide a conversion option at the sole discretion of the holder to convert the unpaid principal balance, plus accrued interest for common stock at a purchase price of $2.08 per share.

Note F – Related Party Transactions

Kurve Technology has completed two studies through Phase 2 including; Mild Cognitive Impairment (“MCI”) in Alzheimer’s (Wake Forest) and MCI in Diabetes (Harvard Medical School). Results of these studies have been presented at the meeting of the Alzheimer’s Association and America Diabetes Association. In addition, Kurve Technology has developed technology to successfully deliver drugs from the nose to the brain for central nervous system disorders at any level.

The Company acts as an agent for the sale of medical devices developed and manufactured by Kurve Technology. The Company earns a 35% commission on all medical devices for contracts that it secures. As of December 31, 2021, the Company has completed agreements and commenced clinical testing with nine organizations. As of December 31, 2021, there was a net due to Kurve Technology of $18,395. As of December 31, 2020, there was a net due from Kurve Technology of $36,905.

Note G – Income Taxes

No provision or benefit for federal or state income taxes has been reflected for the years ended December 31, 2021 and 2020 since the Company reported losses and has established a valuation allowance against the total net deferred tax asset.

Significant components of the Company’s deferred tax assets (liabilities) as of December 31:

The entire balance of the deferred tax asset has been offset by a valuation allowance since the utilization of net operating loss carryforwards cannot be sufficiently assured at December 31, 2021 and 2020.

At December 31, 2021 and 2020, the Company had federal net operating loss carryforwards of approximately $116,000 and $64,000, respectively. The federal net operating loss may be carried forward indefinitely but are limited to 80% of the taxable income in any one tax period. The utilization of the net operating loss carryforwards may be limited in the case of certain events including significant changes in ownership interests. The Company’s federal and state blended tax rate was 21% for the years ended December 31, 2021 and 2020.

Note H – Stock Warrants

The Company issued warrants for the purchase of 80,000 shares of common stock at an exercise price of $1.25 per share. The warrants are fully vested and expire between December 8, 2029 and January 3, 2030. During the years ended December 31, 2021 and 2020, no warrants were exercised.

Note I – Concentrations and Commitments

COVID-19

Due to the COVID-19 outbreak in 2020, the Company was not closed at any point. Additionally, there were no staff furloughed or terminated due to COVID-19. Overall, the Company was not significantly affected by COVID-19.

Due to the level of risk this virus may have on the global economy, it is at least reasonably possible that it could have an impact on the operations of the Company in the near term that could materially impact the Company’s financial statements, however, management does not believe there will be any future impact. In addition, with vaccines and therapeutics coming to market, these will also help to mitigate any potential future losses.

Note J – Subsequent Events

In preparing the accompanying financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through February 11, 2022, the date the financial statements were available to be issued. Management has determined that all subsequent events have been properly disclosed.

Financial Statements and

Independent Auditor’s Report

Kurve Technology, Inc.

December 31, 2021 and 2020

INDEPENDENT AUDITOR’S REPORT

To the Stockholders of Kurve Technology, Inc.:

Opinion

We have audited the accompanying financial statements of Kurve Technology, Inc. (the “Company”), which comprise of the balance sheets as of December 31, 2021 and 2020, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Basis of Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (“U.S. GAAS”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company is in receivership. Additionally as discussed in Note C, the Company had a negative working capital of approximately $5,002,000 and $4,641,000 as of December 31, 2021 and 2020, respectively. For the years ended December 31, 2021 and 2020, the Company incurred net losses of approximately $385,000 and $417,000, respectively. And the Company had negative cash flows from operations in the amounts of approximately $16,000 and $14,000, respectively. Management’s evaluation of the events and conditions and management’s plans regarding those matters are also described in Note C. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with U.S. GAAP, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with U.S. GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgement made by a reasonable user based on the financial statements.

In performing an audit in accordance with U.S. GAAS, we:

· Exercise professional judgement and maintain professional skepticism throughout the audit.

· Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an option on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

· Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

· Conclude whether, in our judgement, there are conditions or events considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

s//: Assurance Dimensions

Jacksonville, Florida

February 11, 2022

Kurve Technology, Inc.

Balance Sheets

As of December 31, 2021 and 2020

Kurve Technology, Inc.

Statements of Operations

For the Years Ended December 31, 2021 and 2020

Kurve Technology, Inc.

Statements of Changes in Stockholders’ Deficit

For the Years Ended December 31, 2021 and 2020

Kurve Technology, Inc.

Statements of Cash Flows

For the Years Ended December 31, 2021 and 2020

Kurve Technology, Inc.

Notes to the Financial Statements

December 31, 2021 and 2020

Note A – Nature of Business

Kurve Technology, Inc. (the “Company”) was organized in 2002 in the State of Delaware, and is headquartered in Lynnwood, Washington. The Company has developed disease-modifying technology to deliver selected drugs directly from the nose to the brain.

The Company has completed two studies through Phase 2 including; Mild Cognitive Impairment (“MCI”) in Alzheimer’s (Wake Forest) and MCI in Diabetes (Harvard Medical School). Results of these studies have been presented at the meeting of the Alzheimer’s Association and America Diabetes Association. In addition, the Company has developed technology to successfully deliver drugs from the nose to the brain for central nervous system disorders at any level. Furthermore, the Company has commenced clinical testing nine organizations.

Note B – Summary of Significant Accounting Policies

Basis of Accounting

The Company reports the results of its operations using the accrual method of accounting for financial statement purposes. Under this method, income is recognized when earned and expenses are deducted when incurred. The accounting policies of the Company are in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

Receivership

Under the Revised Code of Washington (“RCW”), Chapter 7.60, the Company is under the direction of a General Receiver. Pursuant to RCW 7.60.260, a general receiver is able to sell assets of the company over which it has been appointed free and clear of liens. This is similar to section 362 of the bankruptcy code.

The Company desires to exist receivership either through a sale of assets or additional investors. As such, the Company is under a non-binding letter of intent with a related entity due to common ownership to sell select assets to raise sufficient capital to retire all of the Company’s debt. The related entity has made an officer to purchase Kurve Techology’s assets for $5,000,000, and has made a deposit of $405,000 with the Receiver. The balance of the purchase price will be a note payable accruing interest at 5% per annum and due in full on or before two years from the date of the closing. The related entity also agrees to pay a royalty of 5% of gross revenue to the Receiver for distribution to the stockholders of Kurve Technology for the first five years following the sale of its first product. The Receiver has approved the transaction to be presented to the Snohomish County Court. The court’s decision is expected in early March 2022.

As of December 31, 2021 and 2020, the General Receiver was due approximately $600,000 and $540,000 for unpaid services.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recently Adopted Accounting Standards

Accounting standards promulgated by the Financial Accounting Standards Board (“FASB”) are subject to change. Changes in such standards may have an impact on the Company’s future financial statements.

The Company periodically reviews new accounting standards that are issued. Although some of these accounting standards may be applicable to the Company, the Company has identified the following new accounting standard that it believes merits further discussion.

Note B – Summary of Significant Accounting Policies (continued)

The Company adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, as of January 1, 2019 using the modified retrospective method for all contracts with customers. The adoption did not result is an impact on opening retained earnings. No significant judgements were made in the application of the guidance in ASC 606.

Recent Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This guidance amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheet. It also makes targeted changes to lessor accounting, including a change to the treatment of initial direct leasing costs, which no longer consider fixed internal leasing salaries as capitalized costs. Under ASU 2020-05, ASU 2016-02 is effective for years beginning on or after December 15, 2021. Management is evaluating the impact on this ASU on the Company’s financial reporting.

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to the separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead accounting for the convertible debt wholly as debt. The guidance is effective for financial statements issued for fiscal years

beginning after December 15, 2021. Management is evaluating the impact on this ASU on the Company’s financial reporting.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

Cash

The Company deposits cash and cash equivalents with financial institutions which management believes is of high credit quality. The Company does not believe it is exposed to significant risk. At December 31, 2021 and 2020, there were no cash equivalents.

Intangible Assets

Intangible assets consist of patents and patents pending. Patents and patents pending are being amortized on the straight-line method over fifteen years, but not exceeding the initial expiration date of the patent.

Revenue Recognition

All revenues from exchange transactions are recorded in accordance with ASC 606 which is recognized when: (i) a contract with a customer has been identified, (ii) the performance obligation(s) in the contract have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to each performance obligation in the contract, and (v) the Company has satisfied the applicable performance obligation at a point in time or over time.

The Company’s revenues are primarily generated from the sale of medical devices to customers. Sales contain a single delivery element and revenue for such sales is recognized when the customer obtains control, which is typically when the product is delivered. All payments for medical devices are due prior to shipment of the product.

Costs of goods sold include all direct materials related to contract performance. General and administrative costs are charged to expense as incurred.

The contract liabilities as of December 31, 2021 and 2020 were composed of deferred revenue related to customer deposits on orders that have not shipped.

Note B – Summary of Significant Accounting Policies (continued)

Research & Development

The Company expenses product testing and research & development costs as incurred. Research and development costs are primarily composed of clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, and other external

costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with ASC 730, Research and Development.

Income Taxes

The Company utilizes an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax basis of assets and liabilities that will result in taxable deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company’s income tax returns are subject to review and examination by federal and state authorities in accordance with prescribed statutes. When accrued, interests and penalties related to unpaid taxes are included in income tax expense.

The Company adopted the income tax standard for uncertain tax positions. As a result of this implementation, the Company evaluated its tax positions and determined that it has no uncertain tax positions as of December 31, 2021. The Company’s 2020 and 2021 tax years are open for examination for federal and state taxing authorities.

Fair Value Measurements

The carrying value of cash, accounts receivable, accounts payable and accrued liabilities approximates fair value due to the short terms to maturity of these instruments. The carrying value of the note receivable – related party and notes payable would not differ significantly if recalculated based on current interest rates. No financial instruments are held for trading purposes.

Note C – Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, albeit under receivership. As of December 31, 2021 and 2020, the Company had an accumulated deficit of approximately $11,298,000 and $10,913,000, and a negative working capital of approximately $5,002,000 and $4,641,000. Additionally, for the years ended December 31, 2021 and 2020, the Company incurred net losses of approximately $385,000 and $417,000, respectively. Further, the Company has had negative cash flows from operations in amounts of approximately $16,000 and $14,000, respectively. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon increasing sales and obtaining additional capital and financing.

The Company has entered an agreement to sell its assets to the related entity as described in Note B, which is designed to retire all of the Company’s debt. While the Company believes in the viability of this transaction, there can be no assurances to that effect. The financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Note D – Intangible Assets

Intangible assets consisted of the following as of December 31:

Amortization expense charged to operations for the years ended December 31, 2021 and 2020 was approximately $23,000 and $47,000, respectively.

The following is a schedule of the estimated amortization expense for intangible assets over the remaining useful life:

Note E – Accrued Expenses

Accrued liabilities consisted of the following as of December 31:

Note F – Notes Payable

The Company carries notes payable due to multiple lenders. All notes have an interest rate of 10% and have matured. Interest accrues each month. Selected lenders also received common stock warrants with per share exercise prices ranging from $0.64 to $1.00. Unexpired common stock warrants are presented in Note I. The balance of the notes payable as of December 31:

Note G – Related Party Transactions

Certain sales are through contracts entered into Kurve Therapeutics, Inc., a related party through common ownership. The Company manufacturers and distributes devices for these customer, and Kurve Therapeutics receives a 35% commission. During the years ended December 31, 2021 and 2020, the Company recognized revenue of approximately $131,000 and $73,000, respectively, associated with these contracts. As of December 31, 2021, there was a net of $18,395 due from Kurve Therapeutics. As of December 31, 2020, there was a net of $36,905 due to Kurve Therapeutics.

Kurve Technology, Inc.

Notes to the Financial Statements

December 31, 2021 and 2020

Note G – Related Party Transactions (continued)

The Company has entered into an agreement to sell its assets to a related entity through common ownership, which is designed to retire all Company debt. While the Company believes in the viability of this transaction, there can be no assurances to that effect.

Note H – Income Taxes

No provision or benefit for federal or state income taxes has been reflected for the years ended December 31, 2021 and 2020 since the Company reported losses and has established a valuation allowance against the total net deferred tax asset.

Significant components of the Company’s deferred tax assets (liabilities) as of December 31:

The entire balance of the deferred tax assets has been offset by a valuation allowance since the utilization of net operating loss carryforwards cannot be sufficiently assured at December 31, 2021 and 2020.

At December 31, 2021 and 2020, the Company had federal net operating loss carryforwards of approximately $6,460,000 and $6,150,000, respectively. Approximately $5,749,000 of the federal net operating loss will expire between 2023 and 2037. Net operating loss beginning in 2018 may be carried forward indefinitely but are limited to 80% of the taxable income in any one tax period. The utilization of the net operating loss carryforwards may be limited in the case of certain events including significant changes in ownership interests. The Company’s federal and state blended tax rate was 22.4% for the years ended December 31, 2021 and 2020.

Note I – Common Stock Warrants

The following common stock warrants were outstanding as of December 31, 2021 and 2020:

Note J – Stock Options

The following common stock options were outstanding as of December 31, 2021 and 2020:

Note K – Commitments & Contingencies

Operating Lease

The Company leases its facilities on a month-to-month basis. Total rent expense for the years ended December 31, 2021 and 2020 was approximately $25,000 and $27,000, respectively.

COVID-19

Due to the COVID-19 outbreak in 2020, the Company was not closed at any point. Additionally, there were no staff furloughed or terminated due to COVID-19. Overall, the Company was not significantly affected by COVID-19.

Due to the level of risk this virus may have on the global economy, it is at least reasonably possible that it could have an impact on the operations of the Company in the near term that could materially impact the Company’s financial statements, however, management does not believe there will be any future impact. In addition, with vaccines and Technology coming to market, these will also help to mitigate any potential future losses.

Note L – Subsequent Events

In preparing the accompanying financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through February 11, 2022, the date the financial statements were available to be issued. Management has determined that all subsequent events have been properly disclosed.

PART III - EXHIBITS

Exhibit Index

Exhibit 2A Amended and Restated Certificate of Incorporation for Kurve Therapeutics, Inc.

Exhibit 2B: Bylaws

Exhibit 4. Subscription Agreement

Exhibit 6. Convertible Notes

Exhibit 8. Escrow Agreement

Exhibit 11. Written Expert Consent Letter of Assurance Dimensions

Exhibit 12. Legal Opinion of Trae O’Neil High

Exhibit 13: Testing the Waters Materials

Exhibit 16A: Receivership Order

Exhibit 16B: Certificate of Merger and Plan of Merger

SIGNATURE PAGE

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lynnwood, WA, on May 20, 2022.

(Exact name of the Issuer as specified in its Charter)

Kurve Therapeutics, Inc.

16825 48th Ave West, Suite 434

Lynnwood, WA 98037

(425) 640-9249

By:

s/Marc Giroux

Director, CEO of Kurve Therapeutics, Inc.

(Date): May 20, 2022

Location Signed: Lynnwood, WA

s/Tom McDowell

Director, COO of Kurve Therapeutics, Inc.

(Date): May 20, 2022

Location Signed: Lynnwood, WA

This Offering Statement has been signed by the following Officers in the capacities and on the dates indicated.

s/Marc Giroux

CEO of Kurve Therapeutics, Inc.

(Date): May 20, 2022

Location Signed: Lynnwood, WA

s/Tom McDowell

COO of Kurve Therapeutics, Inc.

(Date): May 20, 2022

Location Signed: Lynnwood, WA

This Offering Statement has been signed by the following Directors in the capacities and on the dates indicated.

s/Marc Giroux

Director of Kurve Therapeutics, Inc.

(Date): May 20, 2022

Location Signed: Lynnwood, WA

s/Tom McDowell

Director of Kurve Therapeutics, Inc.

(Date): May 20, 2022

Location Signed: Lynnwood, WA

Delaware

The First State

Page 1

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “KURVE THERAPEUTICS, INC.”, FILED IN THIS OFFICE ON THE TWENTY-FIFTH DAY OF JANUARY, A.D.

2022, AT 7:53 O`CLOCK P.M.

7714168 8100 Authentication: 202492909

SR# 20220250690 Date: 01-26-22

You may verify this certificate online at corp.delaware.gov/authver.shtml

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

KURVE THERAPEUTICS, INC.

Kurve Therapeutics, Inc. (hereinafter called the "Company"), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

FIRST: The original Certificate ofincorporation of the Company was filed with the Secretary of State of the State of Delaware on November 20, 2019 under the name Kurve Therapeutics, Inc.

SECOND: This Amended and Restated Certificate oflncorporation has been duly adopted by the Company in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and has been approved by the requisite vote of the stockholders of the Company in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: This Amended and Restated Certificate oflncorporationamends, restates and integrates the provisions of the Company's Certificate oflncorporation.

FOURTH: The text of the Certificate of Incorporation of the Company is hereby amended and restated to read in its entirety as follows:

ARTICLE I

NAME

The name of the Company is Kurve Therapeutics, Inc.

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the registered office of the Company in the State of Delaware is 838 Walker Road, Suite 21-2, in the City of Dover, County of Kent Zip Code 19904. The name of its registered agent at such address upon whom process against this corporation may be served is Registered Agent Solutions, Inc.

ARTICLE III

PURPOSE AND POWERS

The purpose of the Company is to engage in any lawful act or activity for which a corporation may now or hereafter be organized under the General Corporation Law of the State of Delaware. The Company shall have all powers that may now or hereafter be lawful for a corporation to exercise under the General Corporation Law of the State of Delaware.

State of Delaware Secretary of State Division of Corporations

Delivered 07:53P 01/25/2022 FILED 07:53 PM 01/25/2022

SR 20220250690 - FileNumber 7714168

ARTICLE IV CAPITAL STOCK

(A)        Classes of Stock. The total number of shares of stock of all classes of capital stock that the Company is authorized to issue is 75,000,000 shares. The authorized capital stock is divided into 74,000,000 shares of common stock having a par value of$0.00 I per share (hereinafter, the "Common Stock") and 1,000,000 shares of preferred stock having a par value of$0.00 I per share (hereinafter, the "Preferred Stock").

(B)        Common Stock. All shares of Common Stock of the Company shall be of one and the same class, shall be identical in all respects and shall have equal rights, powers and privileges. Except as otherwise provided for by resolution or resolutions of the Board of Directors pursuant to this Article IV with respect to the issuance of any series of Preferred Stock or by the General Corporation Law of the State of Delaware, the holders of outstanding shares of Common Stock shall have the exclusive right to vote on all matters requiring stockholder action. On each matter on which holders of Common Stock are entitled to vote, each outstanding share of such Common Stock will be entitled to one vote. Subject to the rights of holders of any series of outstanding Preferred Stock, holders of shares of Common Stock shall have equal rights of participation in the dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Board of Directors from time to time out of assets or funds of the Company legally available therefor and shall have equal rights to receive the assets and funds of the Company available for distribution to stockholders in the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary.

(C) Preferred Stock.

I.       Shares of Preferred Stock of the Company may be issued from time to time in one or more series, the shares of each series to have such voting powers, full or limited, if any, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as are stated and expressed herein or in the resolution or resolutions providing for the issue of such series, adopted by the Board of Directors as hereinafter provided.

2.      Authority is hereby expressly granted to the Board of Directors of the Company, subject to the provisions of this Article IV and to the limitations prescribed by the General Corporation Law of the State of Delaware, to authorize by resolution or resolutions from time to time the issuance of one or more series of Preferred Stock out of the authorized butunissued shares of Preferred Stock and with respect to each such series to fix, by filing a certificate of designation pursuant to the General Corporation Law of the State of Delaware setting forth such resolution or resolutions and providing for the issuance of such series, the voting powers, full or limited, if any, of the shares of such series and the designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, the determination or fixing of the following:

(i) the designation of such series;

(ii)        the number of shares of such series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designation for such series) increase or decrease (but not below the number of shares of such series then outstanding);

(iii)       the dividend rate, if any, payable to holders of shares of such series, any conditions and dates upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes of stock or any other series of any class of stock of the Company, and whether such dividends shall be cumulative or non-cumulative;

(iv)       whether the shares of such series shall be subject to redemption by the Company, in whole or in part, at the option of the Company or of the holder thereof, and, if made subject to such redemption, the times, prices, form of payment and other terms and conditions of such redemption;

(v)         the terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series;

(vi)       whether or not the shares of such series shall be convertible into or exchangeable for shares of any other class or classes of any stock or any other series of any class of stock of the Company or any other security, and, if provision is made for conversion or exchange, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchanges;

(vii)     the extent, if any, to which the holders of shares of such series shall be entitled to vote generally, with respect to the election of directors, upon specified events or otherwise;

(viii) the restrictions, if any, on the issue or reissue of any additional Preferred Stock;

and

(ix)       the rights and preferences of the holders of the shares of such series upon any voluntary or involuntary liquidation or dissolution of, or upon the distribution of assets of, the Company.

Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior to, rank equally with or be junior to any other series of Preferred Stock to the extent permitted by law and the terms of any other series of Preferred Stock.

ARTICLEV.

BOARD OF DIRECTORS

(A) Power of the Board ofDirectors. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. In furtherance, and not in limitation, of the powers conferred by the laws of the State of Delaware, the Board of Directors shall be expressly authorized to:

I.       determine the rights, powers, duties, rules and procedures that affect the power of the Board of Directors to manage and direct the business and affairs of the Company;

2.      establish one or more committees of the Board of Directors, by the affirmative vote of a majority of the entire Board of Directors, to which may be delegated any or all of the powers and duties of the Board of Directors to the fullest extent permitted by law; and

3.       exercise all such powers and do all such acts as may be exercised by the Company, subject to the provisions of the laws of the State ofDelaware, this Certificate of Incorporation, and the bylaws of the Company (as the same may be amended and/or restated from time to time, the "Bylaws").

(B)        Number of Directors. The number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by a vote of a majority of the Board of Directors in the manner provided in the Bylaws.

(C)        Vacancies. Except as otherwise required by law and subject to the rights of the holders of any class or series of Preferred Stock to elect directors, any vacancies on the Board of Directors for any reason, including from the death, resignation, disqualification or removal of any director, and any newly created directorships resulting by reason of any increase in the number of directors shall be filled exclusively by the Board of Directors, acting by the affirmative vote of a majority of the remaining directors then in office, even ifless than a quorum, or by a sole remaining director, and shall not be filled by stockholders. Any directors elected to fill a vacancy shall hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified.

(D)       Removal of Directors. Except as otherwise required by law and subject to the rights of the holders of any class or series of Preferred Stock, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause only by the affirmative vote of the holders of a majority of the voting power of all of the shares of capital stock of the Company then entitled to vote generally in the election of directors, voting as a single class.

ARTICLE VI

LIMITATION OF LIABILITY, INDEMNIFICATION AND INSURANCE

(A) Limitation of Liability of Directors. A Director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a Director to the fullest extent permitted by the General Corporation Law of Delaware as the same now exists or hereafter may be amended.

(B) Indemnification. The corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section froma nd against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

(C) Insurance. The corporation shall have the power to maintain insurance on behalf of any and all persons whom it shall have power to indemnify as discussed above against any liability asserted against such person and incurred by such person in any capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability. Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VI, shall eliminate or reduce the effect of this Article VI, in respect of any matter occurring, or any cause of action, suit, claim or proceeding that, but for this Article VI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE VII AMENDMENTOFBYLAWS

(A)       Amendment by the Board of Directors. In furtherance, and not in limitation, of the powers conferred upon it by law, the Board of Directors is expressly authorized and empowered to amend, alter, change, adopt or repeal the Bylaws of the Company; provided, however, that no Bylaws hereafter adopted shall invalidate any prior act of the directors that would have been valid if such Bylaws had not been adopted.

(B)        Amendment by Stockholders. In addition to any requirements of the General Corporation Law of the State of Delaware (and notwithstanding the fact that a lesser percentage may be specified by the General Corporation Law of the State of Delaware), unless otherwise specified in the Bylaws, the affirmative vote of the holders of a majority of all of the shares of capital stock of the Company then entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders of the Company to amend, alter, change, adopt or repeal any Bylaws of the Company.

ARTICLE VIII

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Company hereby reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the General Corporation Law of Delaware may be added or inserted, in the manner now or hereafter prescribed by the General Corporation Law of Delaware, and all rights, preferences and privileges of whatsoever nature conferred on stockholders, directors or any other persons whomsoever therein granted are subject to this reservation.

IN WITNESS WHEREOF, the undersigned has duly executed this Amended and Restated Certificate of Incorporation.

KURVE THERAPEUTICS, INC.

By: s//: Marc Giroux

Name: Marc Giroux

Title: President and Chief Executive Officer

BYLAWS

OF

KURVE THERAPEUTICS, INC.

A Delaware Corporation

As adopted on November 21, 2019

TABLE OF CONTENTS

ARTICLE I. DEFINITIONS…………………………………………………………...………1

Definitions…………………………………………………………………………………..1

Offices……………………………………………………………………………………...1

ARTICLE II. OFFICES……………………………………………………………………...….1

2.1. Principal Office………..………………………………………………….…………1

2.2.Registered Office……….……………………………………………………………1

2.3.Other Offices…………...…………………………………………………………....2

ARTICLE III. MEETINGS OF STOCKHOLDERS…………………………………………...2

3.1.Annual Meetings………………………………………………………………………2

3.2.Special Meetings………………………………………………………………………2

3.3.Place of Meetings…...…………………………………………………………………2

3.4.Notice of Meetings…………………………………………………………………….2

3.5.Notice of Stockholders Business and Nominations…………………………….......……3

3.6.Waiver of Notice………………………………………………………………….……4

3.7.Adjournment of Meeting……………………………………………………….…….…5

3.8.Quorum……………………………………..…………………………………………5

3.9.Organization……………………………………………….………………………..….5

3.10.Conduct of Business………………………………………………………..……..…..5

3.11.List of Stockholders……………………………………………………………….….6

3.12.Fixing of Record Date………………………………………………………….….….6

3.13.Voting of Shares…………………………………………..………………….………6

3.14.Inspectors…………………….…………………………………………….………...7

3.15.Proxies…………………………………………………………………….…………7

3.16.Action by Consent…………………………………………………………..………..7

3.17.Cumulative Voting…………………………………………………………...……….9

3.18.Telephonic or Virtual Meetings……………………………………………....……….9

ARTICLE IV. BOARD OF DIRECTORS………………………………………………....……..9

4.1.General Powers……………………………………………………………….……….9

4.2.Number………………………………………………………………………………..9

4.3.Election of Directors and Term of Office…………………………………………...…..9

4.4.Resignations………………………………………………………………….………...9

4.5.Removal……………………………………………………………………………….9

4.6.Vacancies……………………………………………………………………………...9

4.7.Chairman of the Board………………………………………………………..……….10

4.8.Compensation………………………………………………………………..………..10

4.9.Insuring Directors, Officers, and Employees………………………………….....….…..10

4.10.Delegation of Authority…………………………………………………………....….10

ARTICLE V. MEETINGS OF DIRECTORS…………………………………………….........…10

5.1.Regular Meetings……………………………………………………………….......…10

5.2.Place of Meetings…………………………………………………………......………10

5.3.Meetings by Telecommunications or other Electronic Meetings…………...........………10

5.4.Special Meetings……………………………………………………….....…………..11

5.5.Notice of Special Meetings………………………………………………......………..11

5.6.Waiver by Presence…………………………………………………….....…………..11

5.7.Quorum………………………………………………………………....…………….11

5.8.Conduct of Business…………………………………………………….....………….11

5.9.Action by Consent……………………………………………………….....…………12

5.10.Transactions with Interested Directors………………………………….......………...12

ARTICLE VI. COMMITTEES…………………………………………………………......……..12

6.1.Committees of the Board………………………………………………………..……12

6.2.Selection of Committees Members…………………………………………………....12

6.3.Conduct of Business…………………………………………………………….……12

6.4.Authority……………………………………………………………………………..13

6.5.Minutes………………………………………………………………………………13

6.6.Committees…………………………………………………………………………..13

ARTICLE VII. OFFICERS…………………………………………………………………......…13

7.1.Officers of the Company……………………………………………………...………13

7.2.Election and Term……………………………………………………………...……..13

7.3.Compensation of Officers……………………………………………………....……..13

7.4.Removal of Officers and Agents…………………………………………….....………13

7.5.Resignation of Officers and Agents…………………………………………….....……13

7.6.Bond……………………………………………………………………….…………14

7.7.Chief Executive Officer……………………………………………………....………..14

7.8.President…………………………………………………………………….………..14

7.9.Vice Presidents……………………………………………………………..…………14

7.10.Chief Financial Officer…………………………………………………….....……….15

7.11.Secretary………………………………………………………………….…………15

7.12.Assistant Secretaries………………………………………………………..………..15

7.13.Treasurer………………………………………………………………….…………15

7.14.Assistant Treasurers………………………………………………………...………..15

7.15.Other Officers……………………………………………………………..…………15

7.16.Delegation of Authority……………………………………………………....……….15

7.17.Action with Respect to Securities of Other Corporations………………………......….15

7.18.Vacancies…………………………………………………………………….……...16

ARTICLE VIII. CONTRACTS, DRAFTS, DEPOSITS AND ACCOUNTS………………..............16

8.1.Contracts……………………………………………………………………………....16

       8.2.Drafts……………………………………………………………………………..16

8.3.Deposits………………………………………………………………………….........16

8.4.General and Special Bank Accounts…………………………………………..........…..16

ARTICLE IX. CERTIFICATES FOR SHARES AND THEIR TRANSFER…………….................16

9.1.Certificates for Shares……………………………………………………….......…….16

9.2.Transfer of Shares…………………………………………………………......………17

9.3.Lost Certificates…………………………………………………………….....………17

9.4.Regulations………………………………………………………………….....………18

9.5.Holder of Record…………………………………………………………...…………18

9.6.Treasury Shares……………………………………………………………...………..18

9.7.Consideration For Shares…………………………………………………...…………18

ARTICLE X. INDEMNIFICATION………………………………………………....……......…….18

10.1.Definitions………………………………………………………………………...….18

10.2.Indemnification………………………………………………………………...……..19

10.3.Successful Defense…………………………………………………………...………19

10.4.Determinations………………………………………………………………...……..19

10.5.Advancement of Expenses…………………………………………………....………20

10.6.Employee Benefit Plans……………………………………………………....………20

10.7.Other Indemnification and Insurance……………………………………….....………21

10.8.Notice………………………………………………………………………….……21

10.9.Construction……………………………………………………………………..…..21

10.10.Continuing Offer, Reliance, etc……………………………………………….....…..21

10.11.Effect of Amendment…………………………………………………………....….21

ARTICLE XI. TAKEOVER OFFICERS………………………………………….......……......……..22

11.1.Takeover Offers……………………..……………………………...……………….22

ARTICLE XII. DIVIDENDS………………………………………………............…………………..22

12.1.General………………………………………………………………….........……..22

12.2.Dividend Reserve…………………………………………………………..........…..22

ARTICLE XIII. NOTICES……………………………………………………………..................……22

13.1.General……………………………………………………………………….....….22

13.2.Waiver of Notice……………………………………………………………….......22

13.3.Electronic Notice…………………………………………………………….....…..22

13.4.Undeliverable Notices………………………………………………………......…..23

ARTICLE XIV. MISCELLANEOUS…………………………………………………….............…..24

14.1.Facsimile Signatures……………………………………………………....…….......24

14.2.Corporate Seal…………………………………………………………..……..…..24

14.3.Fiscal Year…………………………………………………………………....……24

14.4.Bylaw Provisions Additional and Supplemental to Provisions of Law…………...........24

14.5.Bylaw Provisions Contrary to or Inconsistent with Provisions of Law………...........…24

ARTICLE XV. AMENDMENTS…………………………………………………………............…..24

15.1.Amendments………………………………………………………………...………24

BYLAWS

OF

KURVE THERAPEUTICS, INC,

a Delaware Corporation

Adopted on November 21, 2019

ARTICLE I.

DEFINITIONS

1.1. Definitions. Unless the context clearly requires otherwise, in these Bylaws:

1.1.1 “Board” means the board of directors of the Company and/or an authorized Committee of the Board, as applicable.

1.1.2 “Bylaws” means these Bylaws as adopted by the Board and includes amendments subsequently adopted by the Board or by the Stockholders.

1.1.3 “Certificate of Incorporation” or “Certificate” means the Certificate of Incorporation of Kurve Therapeutics, Inc., as filed with the Secretary of State of the State of Delaware and includes all amendments thereto and restatements thereof subsequently filed.

1.1.4 “Company” means Kurve Therapeutics, Inc., a Delaware corporation.

1.1.5 “Delaware Law” means the Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code).

1.1.6 “Section” refers to sections of these Bylaws.

1.1.7 “Stockholder” means stockholders of record of the Company.

1.2 Offices. The title of an office refers to the person or persons who at any given time perform the duties of that particular office for the Company.

ARTICLE II.

OFFICES

2.1.       Principal Office. The Company may locate its principal office within or without the state of incorporation as the Board may determine.

2.2.       Registered Office. The registered office of the Company required by law to be maintained in the state of incorporation may be, but need not be, the same as the principal place of business of the Company. The Board may change the address of the registered office from time to time.

2.3.       Other Offices. The Company may have offices at such other places, either within or without the state of incorporation, as the Board may designate or as the business of the Company may require from time to time.

ARTICLE III.

MEETINGS OF STOCKHOLDERS

3.1.       Annual Meetings. The Stockholders of the Company shall hold their annual meetings for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings at such time, date and place as the Board shall determine by resolution, provided the Board may also determine that a virtual meeting of Stockholders by means of remote communication shall be held in addition to or instead of a physical meeting as permitted by Delaware law.

3.2.       Special Meetings. The Board, the Chairman of the Board, the President, a majority of the members of the Board or a committee of the Board duly designated and whose powers and authority include the power to call meetings may call special meetings of the Stockholders of the Company at any time for any purpose or purposes. Special meetings of the Stockholders of the Company may also be called by the holders of at least 25% of all shares entitled to vote at the proposed special meeting.

If any person(s) other than the Board or the Chairman call a special meeting, the request shall:

(i) be in writing;

(ii) specify the general nature of the business proposed to be transacted; and

(iii) be delivered personally or sent by registered mail or by facsimile transmission to the Secretary of the Company.

(iv) Additionally, if the special meeting is called by Stockholders as provided above, the request shall include documentation sufficient to confirm the Stockholder(s) total ownership of shares entitled to vote at the proposed special meeting.

Upon receipt of such a request, the Board shall determine the date, time and place of such

special meeting, which must be scheduled to be held on a date that is within ninety (90) days of receipt by the Secretary of the request therefor, and the Secretary of the Company shall prepare a proper notice thereof. No business may be transacted at such special meeting other than the business specified in the notice to Stockholders of such meeting.

3.3.       Place of Meetings. The Stockholders shall hold all meetings at such places, within or without the State of Delaware, as the Board or a committee of the Board shall specify in the notice or waiver of notice for such meetings.

3.4       Notice of Meetings. Except as otherwise required by law, the Board or a committee of the Board shall give notice of each meeting of Stockholders, whether annual or special, not less than 10 nor more than 60 days before the date of the meeting. The Board or a committee of the Board shall deliver a notice to each Stockholder entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such

notice in the United States mail, in a postage prepaid envelope, directed to him at his address as it appears on the records of the Company, or by transmitting a notice thereof to him at such address by telegraph, telecopy, cable or wireless or, if the Stockholder has provided the Company his, her or its, email and authorization to be contacted via email, via email. If mailed, notice is given on the date deposited in the United States mail, postage prepaid, directed to the Stockholder at his address as it appears on the records of the Company. If emailed, in accordance with the above, notice is given on the date the email is sent to the Stockholder at his, her or its email address as it appears on the records of the Company. An affidavit of the Secretary or an Assistant Secretary or of the Transfer Agent of the Company that he has given notice shall constitute, in the absence of fraud, prima facie evidence of the facts stated therein.

Every notice of a meeting of the Stockholders shall state the place, date and hour of the meeting and, in the case of a special meeting, also shall state the purpose or purposes of the meeting. Furthermore, if the Company will maintain the list at a place other than where the meeting will take place, every notice of a meeting of the Stockholders shall specify where the Company will maintain the list of Stockholders entitled to vote at the meeting.

3.5       Notice of Stockholder Business and Nominations. Subject to the Certificate of Incorporation, the Stockholders who intent to nominate persons to the Board of Directors, subject where applicable to these Bylaws and applicable law, or propose any other action at an annual meeting of Stockholders must timely notify the Secretary of the Company of such intent. To be timely, a Stockholder’s notice must be delivered, mailed or emailed, and received at the principal executive offices of the Company or via email, as applicable, not earlier than the close of business on the day which falls 120 days prior to the one year anniversary of the Company’s last annual meeting of Stockholders and not later than the close of business on the day which falls 90 days prior to the one year anniversary of the Company’s last annual meeting of Stockholders, together with written notice of the stockholder’s intention to present a proposal for action at the meeting, unless the Company’s annual meeting date occurs more than 30 days before or 30 days after the one year anniversary of the Company’s last annual meeting of Stockholders. In that case, the Company must receive proposals not earlier than the close of business on the 120^th day prior to the date of the annual meeting or, if the first public announcement (or announcement to the stockholders if the Company is privately held) of the date of the annual meeting is less than 100 days prior to the date of the meeting, the 10^th day following the day on which the Company first makes a public announcement of the date of the annual meeting (or if the Company is privately held, the first stockholder announcement of the date of the annual meeting). Such notice must be in writing and must include (a) the name and record address of the Stockholder who intends to propose the business and the class or series and number of shares of capital stock of the Company which are owed beneficially or of record by such Stockholder; (b) a representation that the Stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to introduce the business specified in the notice; (c) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (d) any material interest of the Stockholder in such business; and (e) any other information that is required to be provided by the Stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder, the “Exchange Act”), if the Company is subject to the Exchange Act.

In the event the Stockholder proposal relates to a nomination for appointment of a director of the Company, the notice shall also forth (a) as to each person whom the Stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

Nominations of persons for election to the Board of Directors may be made at any annual meeting of Stockholders, or at any special meeting of Stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any Stockholder of the Company (i) who is a Stockholder of record on the date of the giving of the notice provided for in this Section 3.5 and on the record date for the determination of Stockholders entitled to notice of and to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 3.5.

Notwithstanding the foregoing, in order to include information with respect to a Stockholder proposal in the proxy statement and form of proxy for a stockholder’s meeting, Stockholders must provide notice as required by, and otherwise comply with the requirements of, the Exchange Act and the regulations promulgated thereunder. The Board of Directors reserves the right to refuse to submit any such proposal to Stockholders at an annual meeting if, in its judgement, the information provided in the notice is inaccurate or incomplete. For the avoidance of doubt, the foregoing Section 3.5 shall be exclusive means for a Stockholder to make nominations or propose business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Exchange Act, if the Company is subject to the Exchange Act) at an annual meeting of stockholders. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by a national service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act or if the Company is privately held, a private announcement by the Company to its stockholders. Notwithstanding the foregoing provisions of this Section 3.5, a stockholder shall also comply with all applicable requirements of the Exchange Act and applicable state law with respect to matters set forth in this Section 3.5, if the Company is subject to the Exchange Act. Nothing in this Section 3.5 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (if the Company is subject to the Exchange Act), or the Company’s or the Board of Director’s rights and obligations under the Exchange Act (if the Company is subject to the Exchange Act) and state law, as applicable.

3.6.       Waiver of Notice. Whenever these Bylaws require written notice, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall constitute the equivalent of notice. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express

purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. No written waiver of notice need specify either the business to be transacted at, or the purpose or purposes of any regular or special meeting of Stockholders, directors or members of a committee of the Board.

3.7       Adjournment of Meeting. When the Stockholder, the Board of Directors, or an officer (as provided in Section 3.8 below), adjourn a meeting to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Stockholders may transact any business which they may have transacted at the original meeting. If the adjournment is for more than 30 days or, if after the adjournment, the Board or a committee of the Board shall give notice of the adjourned meeting to each Stockholder of record entitled to vote at the meeting.

3.8       Quorum. Except as otherwise required by law, the holders of 33 1/3% of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes at any meeting of the Stockholders except as otherwise provided by applicable law, by the Certificate of Incorporation or by these Bylaws. In the absence of a quorum at any meeting or any adjournment thereof, (A) the Board of Directors, without a vote of the Stockholders, may (1) postpone, reschedule, or cancel any previously scheduled annual meeting of stockholders and (2) postpone, reschedule, or cancel any previously scheduled special meeting of the Stockholders called by the Board of Directors or management (but not by the Stockholders); or (B) the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, or, in the absence therefrom of all the Stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting to another place, date or time.

If the chairman of the meeting gives notice of any adjourned special meeting of Stockholder to all Stockholders entitled to vote threat, stating that the minimum percentage of Stockholders for a quorum as provided by Delaware Law shall constitute a quorum, then, except as otherwise required by law, that percentage at such adjourned meeting shall constitute a quorum and a majority of the votes cast at such meeting shall determine all matters.

Votes cast shall include votes cast against any proposal and shall exclude abstentions and broker non-votes, provided that votes cast against any proposal, abstentions and broker non-votes shall be counted in determining a quorum at any meeting.

3.9.       Organization. Such person as the Board may have designated or, in the absence of such a person, the highest ranking officer of the Company who is present shall call to order any meeting of the Stockholders, determine the presence of a quorum, and act as chairman of the meeting. In the absence of the Secretary or an Assistant Secretary of the Company, the chairman shall appoint someone to act as the secretary of the meeting.

3.10       Conduct of Business. The chairman of any meeting of Stockholders shall determine the order of business and the procedure at the meeting, including such regulations of the manner of voting and the conduct of discussion as he/she deems in order.

       3.11       List of Stockholders. At least 10 days before every meeting of Stockholders, the Secretary shall prepare a list of the Stockholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, showing the address of each Stockholder and the number of shares registered in the name of each Stockholder. The Company shall make the list available for examination by any Stockholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting will take place or at the place designated in the notice of the meeting.

The Secretary shall produce and keep the list at the time and place of the meeting during the entire duration of the meeting, and any Stockholder who is present may inspect the list at the meeting. The list shall constitute presumptive proof of the identity of the Stockholders entitled to vote at the meeting and the number of shares each Stockholder holds.

A determination of Stockholders entitled to vote at any meeting of Stockholders pursuant to this Section shall apply to any adjournment thereof.

3.12.       Fixing of Record Date. For the purpose of determining Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or Stockholders entitled to receive payment of any dividend, or in order to make a determination of Stockholders for any other proper purpose, the Board or a committee of the Board may fix in advance a date as the record date for any such determination of Stockholders. However, the Board shall not fix such date, in any case, more than 60 days nor less than 10 days prior to the date of the particular action.

If the Board or a committee of the Board does not fix a record date for the determination of Stockholders entitled to notice of or to vote at a meeting of Stockholders, the record date shall be at the close of business on the day next preceding the day on which the meeting is held or the date on which the Board adopts the resolution declaring a dividend.

3.13.       Voting of Shares. Except as otherwise required by Delaware Law, the Certificate, any certificate of designations, or the Bylaws, (i) at all meetings of Stockholders for the election of directors, a plurality of votes cast shall be sufficient to elect such directors; (ii) any other action taken by Stockholders shall be valid and binding upon the Company with the affirmative vote of the holders of the majority of the shares entitled to vote on, and who voted for, against, or expressly abstained with respect to, the matter at a Stockholders’ meeting of the Company at which a quorum is present, except that adoption, amendment or repeal of the Bylaws by Stockholders will require the vote of a majority of the shares entitled to vote; and (iii) broker non-votes are considered for purposes of establishing a quorum but not considered as votes cast for or against a proposal or director nominee. Each Stockholder shall have one vote for every share of stock having voting rights registered in his/her name on the record date for the meeting, except as otherwise provided in any preferred stock designation setting forth the right of preferred stock stockholders. The Company shall not have the right to vote treasury stock of the Company, nor shall another corporation have the right to vote its stock of the Company if the Company holds, directly or indirectly, a majority of the shares entitled to vote in the election of directors of such other corporation. Persons holding stock of the Company in a fiduciary capacity

shall have the right to vote such stock. Persons who have pledged their stock of the Company shall have the right to vote such stock unless in the transfer on the books of the Company the pledgor expressly empowered the pledgee to vote such stock. In that event, only the pledgee, or his/her proxy, may represent such stock and vote thereon.

Where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class.

3.14.       Inspectors. At any meeting in which the Stockholders vote by ballot, the chairman may appoint one or more inspectors. Each inspector shall take and sign an oath to execute the duties of inspector at such meeting faithfully, with strict impartiality, and according to the best of his ability. The inspectors shall ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The certification required herein shall take the form of a subscribed, written report prepared by the inspectors and delivered to the Secretary of the Company. An inspector need not to be a Stockholder of the Company, and any officer of the Company may be an inspector on any question other than a vote for or against a proposal in which he/she has a material interest.

3.15.       Proxies. A Stockholder may exercise any voting rights in person or by his/her proxy appointed by an instrument in writing, which he/she or his/her authorized attorney-in-fact has subscribed and which the proxy has delivered to the Secretary of the meeting pursuant to the manner prescribed by law.

A proxy is not valid after the expiration of 3 years after the date of its execution, unless the person executing it specifies thereon the length of time for which it is to continue in force or limits its use to a particular meeting. Each proxy is irrevocable if it expressly states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

The attendance at any meeting of a Stockholder who previously has given a proxy shall not have the effect of revoking the same unless he notifies the Secretary in writing prior to the voting of the proxy.

3.16.       Action by Consent. Any action required to be taken at any annual or special meeting of Stockholders of the Company or any action which may be taken at any annual or special meeting of such Stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action that is the subject of the consent at a meeting in which each Stockholder entitled to vote on the action is present and votes, and shall

be delivered to the Company by delivery to its registered office, its principal place of business, or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded.

Every written consent shall bear the date of signature of each Stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days (or such other period as provided by the applicable law) of the earliest dated consent delivered in the manner required by this Section to the Company, written consents signed by a sufficient number of holders to take action are delivered to the Company by delivery to its registered office, its principal place of business or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Company’s registered office shall be by hand or by certified or registered mail, return receipt requested.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those Stockholders who have not consented in writing, provided further that failure to provide such notice shall not effect the validity of such action.

In the event of the delivery to the Company of a consent or consents in writing (“Consents”), the Secretary of the Company, or such other officer of the Company as the Board may designate, shall provide for the safe-keeping of such Consents and any related revocations and shall promptly conduct such ministerial review of the sufficiency of all Consents and any related revocations and of the validity of the action to be taken by Stockholder consent as the Secretary of the Company, or such other officer of the Company as the Board may designate, as the case may be, deems necessary or appropriate, including, without limitation, whether the Stockholders of a number of shares having the requisite voting power to authorize or take the action specified in Consents have given consent; provided, however, that if the corporate action to which the Consents relate is the removal or replacement of one or more members of the Board, the Secretary of the Company, or such other officer of the Company as the Board may designate, as the case may be, shall promptly designate two persons, who shall not be members of the Board, to serve as inspectors (“Inspectors”) with respect to such Consent and such Inspectors shall discharge the functions of the Secretary of the Company, or such other officer of the Company as the Board may designate, as the case may be, under this section. If after such investigation the Secretary of the Company, such other officer of the Company as the Board may designate or the Inspectors, as the case may be, shall determine that the action purported to have been taken is duly authorized by the Consents, that fact shall be certified on the records of the Company kept for the purpose of recording the proceedings of meetings of Stockholders and the Consents shall be filed in such records.

In conducting the investigation required by this section, the Secretary of the Company, such other officer of the Company as the Board may designate or the Inspectors, as the case may be, may, at the expense of the Company, retain special legal counsel and any other necessary or appropriate professional advisors as such person or persons may deem necessary or appropriate and shall be fully protected in relying in good faith upon the opinion of such counsel or advisors.

       No action by written consent without a meeting shall be effective until such date as the Secretary of the Company, such other officer of the Company as the Board may designate, or the Inspectors, as applicable, certify to the Company that the Consents delivered to the Company in accordance with this section, represent at least the minimum number of votes that would be necessary to take the corporate action in accordance with Delaware Law and the Certificate of Incorporation and Bylaws of the Company.

Nothing contained in this Section 3.16 shall in any way be construed to suggest or imply that the Board or any Stockholder shall not be entitled to consent the validity of any Consents or related revocations, whether before or after such certification by the Secretary of the Company, such other officer of the Company as the Board may designate or the Inspectors, as the case may be, or to take any other action (including, without limitation, the commencement, prosecution, or defense of any litigation with respect thereto, and the seeking of the injunctive relief in such litigation).

3.17.       Cumulative Voting. Cumulative voting is expressly forbidden.

3.18.       Telephonic or Virtual Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, meetings of the Stockholders may be held through the use of conference telephone or similar communications equipment (including, but not limited to video conferencing), email or instant mail as long as all members participating in such meeting can communicate with one another at the time of such meeting. Participation in such meeting constitutes presence in person at such meeting.

ARTICLE IV.

BOARD OF DIRECTORS

4.1.       General Powers. The Board shall manage the property, business and affairs of the Company.

4.2.        Number. The number of directors who shall constitute the Board shall equal not less than 1 nor more than 10, as the Board or majority Stockholders may determine by resolution from time to time.

4.3.       Election of Directors and Term of Office. The Stockholders of the Company shall elect the directors at the annual or adjourned annual meeting (except as otherwise provided herein for the filling of vacancies). Each director shall hold office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified.

4.4.       Resignations. Any director of the Company may resign at any time by giving written notice to the Board or to the Secretary of the Company. Any resignation shall take effect upon receipt or at the time specified in the notice. Unless the notice specifies otherwise, the effectiveness of the resignation shall not depend upon its acceptance.

       4.5.       Removal. Unless otherwise provided in the Certificate of Incorporation, any applicable certificate of designation or these Bylaws, stockholders holding a majority of the outstanding shares entitled to vote at an election of directors may remove any director or the entire Board of Directors at any time, with or without cause.

4.6.       Vacancies. Unless otherwise provided in the Certificate of Incorporation, any applicable certificate of designation or these Bylaws, and subject to applicable law, any vacancy on the Board, whether because of death, resignation, disqualification, an increase in the number of directors, or any other cause may be filled by a majority of the remaining directors, a sole remaining director, or the majority Stockholders. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation or any applicable certificate of designation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. Any director elected to fill a vacancy shall hold office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified.

4.7.        Chairman of the Board. At the initial an annual meetings of the Board, the directors may elect from their number a Chairman of the Board of Directors. The Chairman shall preside at all meetings of the Board and shall perform such other duties as the Board may direct. The Board also may elect a Vice Chairman and other officers of the Board, with such powers and duties as the Board may designate from time to time.

4.8.       Compensation. The Board may compensate directors for their services and may provide for the payment of all expenses the directors incur by attending meetings of the Board or otherwise.

4.9.        Insuring Directors, Officers, and Employees. The Company may purchase and maintain insurance on behalf of any director, officer, employee, or agent of the Company, or an behalf of any person serving at the request of the Company as a director, officer, employee, or agent of another company, partnership, joint venture, trust, or other enterprise, against any liability asserted against that person and incurred by that person in any such company, whether or not the Company has the power to indemnify that person against liability for any of those acts.

4.10.       Delegation of Authority. Notwithstanding any provision of these Bylaws to the contrary, the Board may delegate the powers or duties of any officer to any other officer or agent.

ARTICLE V.

MEETINGS OF DIRECTORS

5.1.       Regular Meetings. The Board may hold regular meetings at such places, dates and times as the Board shall establish by resolution. If any day fixed for a meeting falls on a legal holiday, the Board shall hold the meeting at the same place and time on the next succeeding business day. The Board need not give notice of regular meetings.

5.2.       Places of Meetings. The Board may hold any of its meetings in or out of the State of Delaware, at such places as the Board may designate, at such places as the notice or waiver of notice of any such meeting may designate, or at such places as the persons calling the meeting may designate.

5.3.       Meetings by Telecommunications or other Electronic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, meetings of the Board or of any committee designated by the Board may be held through the use of a conference telephone or similar communications equipment such as email, instant messaging or similar communication so long as all members participating in such meeting can communicate with one another at the time of such meeting. Participation in such a meeting constitutes presence in person at such meeting. Each person participating in the meeting, or a duly appointed Secretary of the meeting, who attended such meeting, shall sign the minutes thereof, which may be in counterparts. Approval of said meeting may be accomplished via email or fax.

5.4.       Special Meetings. The Chairman of the Board (or if there is no Chairman, any member of the Board of Directors), the President (or any Vice President if the President is absent or unable or refuses to act), or any two directors then in office (not including the Chairman, if the Company has a Chairman) may call a special meeting of the Board. The person or persons authorized to call special meetings of the Board may fix any place, either in or out of the State of Delaware as the place for the meeting.

5.5.       Notice of Special Meetings. The person or persons calling a special meeting of the Board shall give written notice to each director of the time, place, date and purpose of the meeting of not less than three business if by mail and not less than 24 hours if by facsimile (with confirmation of delivery), email or in person before the date of the meeting, or as otherwise provided by law. If mailed, notice is given on the date deposited in the United States mail, postage prepaid, to such director. If emailed, notice is given on the date the email is sent the member of the Board at his or her email address as it appears on the records of the Company. A director may waiver notice of any special meeting, and any meeting shall constitute a legal meeting without notice if all the directors are present or if those not present sign either before or after the meeting a written waiver of notice, a consent to such meeting, or an approval of the minutes of the meeting. A notice or waiver of notice need not specify the purposes of the meeting or the business which the Board will transact at the meeting. Generally, a tentative agenda will be included, but the meeting shall not be confined to any agenda included with the notice.

Upon providing notice, the Secretary or other officer sending notice shall sign and file in the Corporate Record Book a statement of the details of the notice given to each director. If such statement should later not be found in the Corporate Record Book, due notice shall be presumed.

5.6.       Waiver by Presence. Except when expressly for the purpose of objecting to the legality of a meeting, a director’s presence at a meeting shall constitute a waiver of notice of such meeting.

       5.7.       Quorum. A majority of the directors then in office shall constitute a quorum for all purpose at any meeting of the Board. In the absence of a quorum, a majority of directors present at any meeting may adjourn the meeting to another place, date or time without further notice. No proxies shall be given by directors to any person for purposes of voting or establishing a quorum at a directors’ meeting.

5.8.       Conduct of Business. The Board shall transact business in such order and manner as the Board may determine. Except as the law requires otherwise, the Board shall determine all matters by the vote of a majority of the directors present at a meeting at which a quorum is present. The directors shall act as a Board, and the individual directors shall have no power as such. At every meeting of the Board of Directors, the Chairman of the Board, if there is such an officer, and if not, the President, or in the President’s absence, a Vice President designated by the President, or in the absence of such designation, a Chairman chosen by a majority of the directors present, shall preside. The Secretary of the Company shall act as Secretary of the Board of Directors’ meetings. When the Secretary is absent from any meeting or in the discretion of the Chairman, the Chairman may appoint any person to act as Secretary of that meeting.

5.9.        Action by Consent. Unless otherwise restricted by the Certificate of Incorporationor these Bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper from and shall be in electronic form if the minutes are maintained in electronic form.

5.10.        Transactions with Interested Directors. Any contract or other transaction between the Company and any of its directors (or any corporation or firm in which any of its directors are directly or indirectly interested) shall be valid for all purposes notwithstanding the presence of that director at the meeting during which the contract or transaction was authorized, and notwithstanding the directors’ participation in that meeting. This Section shall apply only if the contract or transaction is just and reasonable to the Company at the time it is authorized and ratified, the interest of each director is known or disclosed to the Board of Directors, and the Board (or an authorized committee thereof) nevertheless authorizes or ratifies the contract or transaction by a majority of the disinterested directors present (or by authorized committee of the Board). Each interested director is to be counted in determining whether a quorum is present, but shall not vote and shall not be counted in calculating the majority necessary to carry the vote. This Section shall not be construed in invalidate contracts or transactions that would be valid in its absence.

ARTICLE VI.

COMMITTEES

6.1.       Committees of the Board. The Board may designate, by the vote of a majority of the directors then in office, committees of the Board. The committees shall serve at the pleasure

of the Board and shall possess such lawfully delegable powers and duties as the Board may confer.

6.2.       Selection of Committee Members. The Board shall elect by a vote of a majority of the directors then in office a director or directors to serve as the member or members of a committee. By the same vote, the Board may designate other directors as alternate members who may replace any absent or disqualified member at any meeting of a committee. In the absence or disqualification of any member of any committee and any alternate member in his/her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may appoint by unanimous vote another member of the Board to act at the meeting in the place of the absent or disqualified member.

6.3.       Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as the law or these Bylaws require otherwise and except as the Board shall otherwise determine. Each committee shall make adequate provision for notice of all meetings to members. A majority of the members of the committee shall constitute a quorum, unless the committee consists of one or two members. In that event, one member shall constitute a quorum. A majority vote of the members present shall determine all matters. A committee may take action without a meeting if all the members of the committee consent in writing and file the consents with the minutes of the proceedings of the committee.

6.4.       Authority. Any committee, to the extent the Board provides, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the affixation of the Company’s seal to all instruments which may require or permit it. However, no committee shall have any power or authority with regard to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the Stockholders the sale, lease or exchange of all or substantially all of the Company’s property and assets, recommending to the Stockholders a dissolution of the Company or a revocation of a dissolution of the Company, or amending these Bylaws of the Company. Unless a resolution of the Board expressly provides, no committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger.

6.5.       Minutes. Each committee shall keep regular minutes of its proceedings and report the same to the Board when required.

6.6.       Committees. All Committees and all powers provided to such Committees shall be consistent with Delaware Law, the Certificate and the rules and regulations of the principal market or exchange on which the Company’s capital stock then trades.

ARTICLE VII.

OFFICERS

7.1.       Officers of the Company. The officers of the Company may consist of a Chief Executive Officer, President, a Secretary, a Treasurer and such Vice Presidents, a Chief

Financial Officer, Assistant Secretaries, Assistant Treasurers, and other officers as the Board may designate and elect from time to time. The same person may hold at the same time any two or more offices.

7.2.       Election and Term. The Board shall elect the officers of the Company. Each officer shall hold office until his/her death, resignation, retirement, removal or disqualification, or until his/her successor shall have been elected and qualified.

7.3.       Compensation of Officers. The Board shall fix the compensation of all officers of the Company. No officer shall serve the Company in any other capacity and receive compensation, unless the Board authorizes the additional compensation.

7.4.       Removal of Officers and Agents. The Board may remove any officer or agent it has elected or appointed at any time, with or without cause.

7.5.       Resignation of Officers and Agents. Any officer or agent the Board has elected or appointed may resign at any time by giving written notice to the Board, the Chairman of the Board, the President, or the Secretary of the Company. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified. Unless otherwise specified in the notice, the Board need not accept the resignation to make it effective.

7.6. Bond. The Board may require by resolution any officer, agent, or employee of the Company to give bond to the Company, with sufficient sureties conditioned on the faithful performance of the duties of his respective office or agency. The Board also may require by resolution any officer, agent or employee to comply with such other conditions as the Board may require from time to time.

7.7.       Chief Executive Officer. The Chief Executive Officer (CEO) shall be the chief operating officer of the Company and, subject to the Board’s control, shall supervise and direct all of the business and affairs of the Company. When present, he/shall sign (with or without the Secretary, an Assistant Secretary, or any other officer or agent of the Company which the Board has authorized) deeds, mortgages, bonds, contracts or other instruments which the Board has authorized an officer or agent of the Company to execute. However, the Chief Executive Officer shall not sign any instrument which the law, these Bylaws, or the Board expressly require some other officer or agent of the Company to sign and execute. In general, the Chief Executive Officer shall perform all duties incident to the office of Chief Executive Officer and such other duties as the Board may prescribe from time to time.

7.8.       President. Each President shall have such powers and duties as may be delegated to him or her by the Board. A President may be designated by the Board to perform the duties and exercise the powers of the CEO in the event of the CEO’s absence or disability. In the event the Company does not have a Chief Executive Officer, all of the powers of the CEO, as set forth in Section 7.7, above, shall be held by the President.

7.9.       Vice Presidents. In the absence of the President or in the event of his death, inability or refusal to act, the Vice Presidents in the order of their length of service as Vice

Presidents, unless the Board determines otherwise, shall perform the duties of the President. When acting as the President, a Vice President shall have all the powers and restrictions of the Presidency. A Vice President shall perform such other duties as the President or the Board may assign to him form time to time.

7.10.       Chief Financial Officer. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any director.

The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of the Company with such depositories as the Board may designate. The Chief Financial Officer shall disburse the funds of the Company as may be ordered by the Board, shall render to the Chief Executive Officer or, in the absence of a Chair Executive Officer, any president and directors, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Company, and shall have other powers and perform such other duties as may be prescribed by the Board or these Bylaws.

The Chief Financial Officer may be the Treasurer of the Company.

7.11.       Secretary. The Secretary shall (a) keep the minutes of the meetings of the Stockholders and of the Board in one or more books for that purpose, (b) give all notices which these Bylaws or the law requires, (c) serve as custodian of the records and seal of the Company, (d) affix the seal of the Company to all documents which the Board has authorized execution on behalf of the Company under seal, (e) maintain a register of the address of each Stockholder of the Company (unless maintained by a duly appointed Transfer Agent), (f) sign, with the President, a Vice President, or any other officer or agent of the Company which the Board has authorized, certificates for shares of the Company, (g) have charge of the stock transfer books of the Company, and (h) perform all duties which the President or the Board may assign to him/her from time to time.

7.12.       Assistant Secretaries. In the absence of the Secretary or in the event of his/her death, inability or refusal to act, the Assistant Secretaries in the order of their length of services as Assistant Secretary, unless the Board determines otherwise, shall perform the duties of the Secretary. When acting as the Secretary, an Assistant Secretary shall have the powers and restrictions of the Secretary. An Assistant Secretary shall perform such other duties as the President, Secretary or Board may assign from time to time.

7.13.       Treasurer. The Treasurer shall (a) have responsibility for all funds and securities of the Company, (b) receive and give receipts for moneys due and payable to the Company from any source whatsoever, (c) deposit all moneys in the name of the Company in depositories which the Board selects, and (d) perform all of the duties which the President or the Board may assign to him/her from time to time.

       7.14.       Assistant Treasurers. In the absence of the Treasurer or in the event of his/her death, inability or refusal to act, the Assistant Treasurers in the order of their length of service as Assistant Treasurer, unless the Board determines otherwise, shall perform the duties of the Treasurer. When acting as the Treasurer, an Assistant Treasurer shall have the powers and restrictions of the Treasurer. An Assistant Treasurer shall perform such other duties as the Treasurer, the President, or the Board may assign to him/her from time to time.

7.15.       Other Offices. The Board may appoint, or empower the Chief Executive Officer, or any other duly appointed officer of the Company, to appoint, such other officers and agents as the business of the Company may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board, Chief Executive Officer, or other designated officer may from time to time determine.

7.16.       Delegation of Authority. Notwithstanding any provision of these Bylaws to the contrary, the Board may delegate the powers or duties of any officer to any other officer or agent.

7.17.       Action with Respect to Securities of Other Corporations. Unless the Board directs otherwise, the Chief Executive Officer and President shall have the power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which the Company holds securities. Furthermore, unless the Board directs otherwise, the Chief Executive Officer and President shall exercise any and all rights and powers which the Company possesses by reason of its ownership of securities in another corporation.

7.18.       Vacancies. The Board may fill any vacancy in any office because of death, resignation, removal, disqualification or any other cause in the manner which these Bylaws prescribe for the regular appointment to such office.

ARTICLE VIII.

CONTRACTS, DRAFTS, DEPOSITS AND ACCOUNTS

8.1.       Contracts. Except as otherwise provided in these Bylaws, the Board, or any officers of the corporation authorized thereby, may authorize any officer or officers, or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Company; such authority may be general or confined to specific instances.

8.2.       Drafts. From time to time, the Board shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those intruments.

8.3.       Deposits. The Treasurer shall deposit all funds of the Company not otherwise employed in such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Company to whom the Board has delegated such power may select. For the purpose of deposit and collection for the account of the Company, the

President or the Treasurer (or any other officer, assistant, agent or attorney of the Company whom the Board has authorized) may endorse, assign and deliver checks, drafts and other orders for the payment of money payable to the order of the Company.

8.4.       General and Special Bank Accounts. The Board may authorize the opening and keeping of general and special bank accounts with such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Company to whom the Board has delegated such power may select. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

ARTICLE IX.

CERTIFICATES FOR SHARES AND THEIR TRANSFER

9.1.       Certificates for Shares. Shares of the capital stock of the Company may be certificated or uncertificated, as provided under Delaware Law. Each Stockholder, upon written request to the Transfer Agent or registrar of the Company, shall be entitled to a certificate of the capital stock of the Company in such form as may from time to time be prescribed by the Board of Directors. The Secretary, Transfer Agent, or registrar of the Company shall number the certificates representing shares of the stock of the Company in the order in which the Company issues them. The President or any Vice President and the Secretary or any Assistant Secretary shall sign the certificates in the name of the Company. Any or all certificates may contain facsimile signatures. In case any officer, Transfer Agent, or registrar who has signed a certificate, or whose facsimile signature appears on a certificate, ceases to serve as such officer, Transfer Agent, or registrar before the Company issues the certificate, the Company may issue the certificate with the same effect as though the person who signed such certificate, or whose facsimile signature appears on the certificate, was such officer, Transfer Agent, or registrar at the date of issue. The Secretary, Transfer Agent, or registrar of the Company shall keep a record in the stock transfer books of the Company of the names of the persons, firms or corporations owning the stock represented by the certificates, the number and class of shares represented by the certificates and the dates thereof and, in the case of cancellation, the dates of cancellation. The Secretary, Transfer Agent, or registrar of the Company shall cancel every certificate surrendered to the Company for exchange or transfer. Except in the case of a lost, destroyed, stolen or mutilated certificate, the Secretary, Transfer Agent, or registrar of the Company shall not issue a new certificate in exchange for an existing certificate until he has canceled the existing certificate.

If the Company shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Company shall issue to represent such class or series of stock, provided, that, except as otherwise provided in Section 202 of Delaware Law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Company shall issue to represent such class or series of stock, a statement that the Company will furnish without charge to each stockholder who so requests the powers, designations, preferences

and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

9.2.       Transfer of Shares. A holder of record of shares of the Company’s stock, or his attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary, Transfer Agent or registrar of the Company, may transfer his shares only on the stock transfer books of the Company. Such person shall furnish to the Secretary, Transfer Agent, or registrar of the Company proper evidence of his authority to make the transfer and shall properly endorse and surrender for cancellation his existing certificate or certificates for such shares. Whenever a holder of record of shares of the Company’s stock makes a transfer of shares for collateral security, the Secretary, Transfer Agent, or registrar of the Company shall state such fact in the entry of transfer if the transferor and the transferee request. When a transfer of shares is requested and there is reasonable doubt as to the right of the person seeking the transfer, the Company or its Transfer Agent, before recording the transfer of the shares on its books or issuing any certificate there for, may require from the person seeking the transfer reasonable proof of that person’s right to the transfer. If there remains a reasonable doubt of the right to the transfer, the Company may refuse a transfer unless the person gives adequate security or a bond of indemnity executed by a corporate surety or by two individual sureties satisfactory to the Company as to form, amount, and responsibility of securities. The bond shall be conditioned to protect the Company, its officers, Transfer Agents, and registrars, or any of them, against any loss, damage, expense, or other liability for the transfer or the issuance of a new certificate of a new certificate for shares.

9.3.       Lost Certificates. The Board may direct the Secretary, Transfer Agent, or registrar of the Company to issue a new certificate to any holder of record of shares of the Company’s stock claiming that he/she has lost such certificate, or that someone has stolen, destroyed or mutilated such certificate, upon the receipt of an affidavit from such holder to such fact. When authorizing the issue of a new certificate, the Board, in its discretion may require as a condition precedent to the issuance that the owner of such certificate give the Company a bond of indemnity in such form and amount as the Board may direct.

9.4.       Regulations. The Board may make such rules and regulations, not inconsistent with these Bylaws, as it deems expedient concerning the issue, transfer and registration of certificates for shares of the stock of the Company. The Board may appoint or authorize any officer or officers to appoint one or more Transfer Agents, or one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

9.5.       Holder of Record. The Company may treat as absolute owners of shares the person in whose name the shares stand of record as if that person had full competency, capacity and authority to exercise all rights of ownership, despite any knowledge or notice to the contrary or any description indicating a representative, pledge or other fiduciary relation, or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate. However, the Company may treat any person furnishing proof of his/her appointment as a fiduciary as if he/she were the holder of record of the shares.

       9.6.       Treasury Shares. Treasury shares of the Company shall consist of shares which the Company has issued and thereafter acquired but not canceled. Treasury shares shall not carry voting or dividend rights.

9.7.       Consideration For Shares. Shares may be issued for such consideration as may be fixed from time to time by the Board of Directors, but not less than the par value stated in the Certificate.

ARTICLE X.

INDEMNIFICATION

10.1.       Definitions. In this Article:

(a) “Indemnitee” means (i) any present or former director, advisory director or officer of the company, (ii) any person who while serving in any of the capacities referred to in clause (i) hereof served at the Company’s request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board of Directors or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii) hereof.

(b) “Official Capacity” means (i) when used with respect to a director, the office of director of the Company, and (ii) when used with respect to a person other than a director, the elective or appointive office of the Company held by such person or the employment or agency relationship undertaken by such person on behalf of the Company, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.

(c) “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.

10.2.       Indemnification. The Company shall indemnify every Indemnitee against all judgements, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by the Indemnitee in connection with any Proceeding in which he/she was, is or is threatened to be named defendant or respondent, or in which he/she was or is a witness without being named a defendant or respondent, by reason, in whole or in part, of his/her serving or having served, or having been nominated or designated to serve, in any of the capacities referred to in Section 10.1, if it is determined in accordance with Section 10.4 that the Indemnitee (a) conducted himself/herself in good faith, (b) reasonably believed, in the case of conduct in his/her Official Capacity, that his/her conduct was in the Company’s best interests and, in all other cases, that his/her conduct was at least not opposed to the Company’s best interests, and (c) in the case of any criminal

proceeding, had no reasonable cause to believe that his/her conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to the Company or is found liable on the basis that personal benefit was improperly received by the Indemnitee the indemnification (i) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his/her duty to the Company. Except as provided in the immediately preceding provision to the first sentence of this Section 10.2, no indemnification shall be made under this Section 10.2 in respect of any Proceeding in which such Indemnitee shall have been (a) found liable on the basis that personal benefit was improperly received by him/her, whether or not the benefit resulted from an action taken in the Indemnitee’s Official Capacity, or (b) found liable to the Company. The termination of any Proceeding by judgement, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (a), (b) or (c) in the first sentence of this Section 10.2. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Reasonable expenses shall, include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee. The indemnification provided herein shall be applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven.

10.3.       Successful Defense. Without limitation of Section 10.2 and in addition to the indemnification provided for in Section 10.2, the Company shall indemnify every Indemnitee against reasonable expenses incurred by such person in connection with any Proceeding in which he/she is a witness or a named defendant or respondent because he/she served in any of the capacities referred to in Section 10.1, if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding.

10.4       Determinations. Any indemnification under Section 10.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only upon a determination that indemnification of the Indemnitee is proper in the circumstances because he/she has met the applicable standard of conduct. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who, at the time of such vote, are not named defendants or respondents in the Proceeding; (b) if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors, duly designated to act in the matter by a majority vote of all directors (in which designated directors who are named defendants or respondents in the Proceeding may participate), such committee to consist soley of two (2) or more directors who, at the time of the committee vote, are not named defendants or respondents in the Proceeding; (c) by special legal counsel selected by the Board of Directors or a committee thereof by vote as set forth in clauses (a) or (b) of this Section 10.4 or, if the requisite quorum of all of the directors cannot be obtained therefor and such committee cannot be established, by a majority vote of all of the directors (in which directors who are named defendants or respondents in the Proceeding. Determination as to reasonableness of expense shall be made in the same manner as the

determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified in clause (c) of the preceding sentence for the selection of special legal counsel. In the event a determination is made under this Section 10.4 that the Indemnitee has met the applicable standard of conduct as to some matters but not as to others, amounts to be indemnified may be reasonably prorated.

10.5.       Advancement of Expenses. Reasonable expenses (including court costs and attorneys’ fees) incurred by an Indemnitee who was or is a witness or was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the Company at reasonable intervals in advance of the final disposition of such Proceeding, and without making any of the determinations specified in Section 10.4, after receipt by the Company of (a) a written affirmation by such Indemnitee of his/her good faith belief that he/she has met the standard of conduct necessary for indemnification by the Company under this Article and (b) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Company if it shall ultimately be determined that he/she is not entitled to be indemnified by the Company as authorized in this Article. Such written undertaking shall be an unlimited obligation of the Indemnitee but need not be secured and it may be accepted without reference to financial ability to make repayment. Notwithstanding any other provision of this Article, the Company may pay or reimburse expenses incurred by an Indemnitee in connection with his/her appearance as a witness or other participation in a Proceeding at a time when he/she is not named a defendant or respondent in the Proceeding.

10.6.       Employee Benefit Plans. For purposes of this Article, the Company shall be deemed to have requested an Indemnitee to serve an employee benefit plan whenever the performance by him/her of his/her duties to the Company also imposes duties on or otherwise involves services by him/her to plan or participate or beneficiaries of the plan. Excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines. Action taken or omitted by an Indemnitee with respect to an employee benefit plan in the performance of his/her duties for a purpose reasonably believed by him/her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.

10.7.       Other Indemnification and Insurance. The indemnification provided by this Article shall (a) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Company’s Certificate of Incorporation, any law, agreement or vote of stockholders or disinterested directors, or otherwise, or under any policy or policies of insurance purchased and maintained by the Company on behalf of any Indemnitee, both as to action in his/her Official Capacity and as to action in any other capacity, (b) continue as to a person who has ceased to be in the capacity by reason of which he/she was an Indemnitee with respect to matters arising during the period he/she was in such capacity, (c) inure to the benefit of the heirs, executors and administrators of such a person and (d) not be required if and to the extent that the person otherwise entitled to payment of such amounts hereunder has actually received payment therefor under any insurance policy, contract or otherwise.

10.8.       Notice. Any indemnification of or advance of expenses to an Indemnitee in accordance with this Article shall be reported in writing to the stockholders of the Company with or before the notice or waiver of notice of the next stockholders’ meeting or with or before the next submission to stockholders of a consent to action without a meeting and, in any case, within the 12-month period immediately following the date of the indemnification or advance.

10.9.       Construction. The indemnification provided by this Article shall be subject to all valid and applicable laws, including, without limitations, Delaware Law, and, in the event this Article or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.

10.10.       Continuing Offer, Reliance, etc. The provisions of this Article (a) are for the benefit of, and may be enforced by, each Indemnitee of the Company, the same as if set forth in their entirety in a written instrument duly executed and delivered by the Company and such Indemnitee and (b) constitute a continuing offer to all present and future Indemnitees. The Company, by its adoption of these Bylaws, (a) acknowledges and agrees that each Indemnitee of the Company has relied upon and will continue to rely upon the provisions of this Article in becoming, and serving in any of the capacities referred to in Section 10.1 of this Article, (b) waivers reliance upon, and all notices of acceptance of, such provisions by such Indemnitees and (c) acknowledges and agrees that no present or future Indemnitee shall be prejudiced in his/her right to enforce the provisions of this Article in accordance with its terms by any act or failure to act on the part of the Company.

10.11.       Effect of Amendment. No amendment, modification or repeal of this Article or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitees to be indemnified by the Company, nor the obligation of the Company to indemnify any such Indemnitees, under and in accordance with the provisions of the Article as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

ARTICLE XI.

TAKEOVER OFFERS

11.1.       Takeover Offers. In the event the Company receives a takeover offer, the Board of Directors shall consider all relevant factors in evaluating such offer, including, but not limited to, the terms of the offer, and the potential economic and social impact of such offer on the Company’s Stockholders, employees, customers, creditors and community in which it operates.

ARTICLE XII.

DIVIDENDS

12.1.       General. The Board, subject to any restrictions contained in either (i) Delaware Law, or (ii) the Certificate, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the Company’s capital stock.

12.2.       Dividend Reserve. The Board may set apart out of any of the funds of the Company available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

ARTICLE XIII.

NOTICES

13.1.       General. Whenever these Bylaws require notice to any Stockholder, director, officer or agent, such notice does not mean personal notice. A person may give effective notice under these Bylaws in every case by depositing a writing in a post office or letter box in a postpaid, sealed wrapper, or by dispatching a prepaid telegram addressed to such Stockholder, director, officer or agent at his/her address on the books of the Company. Unless these Bylaws expressly provide to the contrary, the time when the person sends notice shall constitute the time of the giving of notice.

13.2.       Waiver of Notice. Whenever the law or these Bylaws require notice, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein.

13.3       Electronic Notice. Without limiting the manner by which notice otherwise may be given effectively to Stockholders pursuant to Delaware Law, the Certificate or these Bylaws, any notice to Stockholders given by the Company under any provision of Delaware Law, the Certificate or these Bylaws shall be effective if given by a form of electronic transmission consented to by the Stockholders to whom the notice is given. Any such consent shall be revocable by the Stockholder by written notice to the Company. Any such consent shall be deemed revoked if:

(i) the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent; and

(ii) such inability becomes known to the Secretary or an Assistant Secretary of the Company or to the Transfer Agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i) if by facsimile telecommunication, when directed to a number at which the Stockholder has consented to receive notice;

(ii) if by electronic mail, when directed to an electronic mail address at which the Stockholder has consented to receive notice;

(iii) if by a posting on an electronic network together with separate notice to the Stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iv) if by any other form of electronic transmission, when directed to the Stockholder.

An affidavit of the Secretary or an Assistant Secretary or of the Transfer Agent or other agent of the Company that the notice has been given by a form of electronic transmission shall, in the absence of fraud, by prima facie evidence of the facts stated therein. An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Notwithstanding the above, no notice by a form of electronic transmission shall be effective if prohibited by Delaware Law, the Certificate or these Bylaws.

13.4.       Undeliverable Notices. Whenever notice is required to be given, under any provision of Delaware Law, the Certificate or these Bylaws, to any Stockholder to whom (a) notice of two (2) consecutive annual meetings, or (b) all, and at least two (2) payments (if sent by first-class mail) of dividends or interest on securities during a twelve (12) month period, have been mailed addressed to such person at such person’s address as shown on the records of the Company and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the Company a written notice setting forth such person’s then current address the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the Company is such as to require the filing of an amendment to the Certificate with the Secretary of State of Delaware, the amendment need not state that notice was not given to persons to whom notice was not required to be given to pursuant to Delaware Law.

ARTICLE XIV.

MISCELLANEOUS

14.1.       Facsimile Signatures. In addition to the use of facsimile signatures which these Bylaws specifically authorize, the Company may use such facsimile signatures of any officer or officers, agents or agent, of the Company as the Board or a committee of the Board may authorize.

       14.2.       Corporate Seal. The Board may provide for a suitable seal containing the name of the Company, of which the Secretary shall be in charge. The Treasurer, any Assistant Secretary, or any Assistant Treasurer may keep and use the seal or duplicates of the seal if and when the Board or a committee of the Board so directs.

14.3.       Fiscal Year. The Board shall have the authority to fix and change the fiscal year of the Company.

14.4.       Bylaw Provisions Additional and Supplemental to Provisions of Law. All restrictions, limitations, requirements and other provisions of these Bylaws shall be construed, insofar as possible, as supplemental and additional to all provisions of law applicable to the subject matter thereof and shall be fully complied with in addition to the said provisions of law unless such compliance shall be illegal.

14.5.       Bylaw Provisions Contrary to or Inconsistent with Provisions of Law. Any article, section, subsection, subdivision, sentence, clause or phrase of these Bylaws which, upon being construed in the manner provided in Section 14.4 of these Bylaws, shall be contrary to or inconsistent with any applicable provision of law, shall not apply so long as said provisions of law shall remain in effect, but such result shall not affect the validity or applicability of any other portions of these Bylaws, it being hereby declared that these Bylaws, and each article, section, subsection, subdivision, sentence, clause, or phrase thereof, would have been adopted irrespective of the fact that any one or more articles, sections, subsections, subdivisions, sentences, clauses or phrases is or are illegal.

ARTICLE XV.

AMENDMENTS

15.1.       Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation at any regular meeting of the stockholders or of the Board of Directors, or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new by laws be contained in the notice of such special meeting. Bylaws changes shall take effect upon adoption unless otherwise specified.

[Signature page follows]

       The undersigned hereby certifies that the foregoing constitutes a true and correct copy of the Bylaws of the Company as adopted by the Directors on the 21^st day of November, 2019.

s//: Marc Giroux

Marc Giroux, Secretary

KURVE THERAPEUTICS, INC., A DELAWARE CORPORATION

COMMON STOCK SHARES

REGULATION A+ SUBSCRIPTION AGREEMENT

Investing in securities represented by shares of common stock (“Shares”) of Kurve Therapeutics, Inc. (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment could be illiquid for an indefinite period of time. No public market currently exists for the Shares, and if a public market develops following this offering, it may not continue.

The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or blue-sky laws and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and state securities or blue-sky laws. Although an offering statement has been filed with the Securities and Exchange Commission (the “SEC”), that offering statement does not include the same information that would be included in a registration statement under the Securities Act. The Shares have not been approved or disapproved by the SEC, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon the merits of this offering or the adequacy or accuracy of the offering circular or any other materials or information made available to subscriber in connection with this offering, through the online website platform https://www. kurvetheraputics.com, (the “Platform” or “Portal”) or the SEC’s EDGAR website at www.sec.gov.

No sale may be made to persons in this offering who are not “accredited investors” if the aggregate purchase price is more than 10% of the greater of such investors’ annual income or net worth. The Company is relying on the representations and warranties set forth by each subscriber in this Subscription Agreement and the other information provided by subscriber in connection with this offering to determine compliance with this requirement.

Prospective investors may not treat the contents of the Subscription Agreement, the offering circular or any of the other materials available (collectively, the “Offering Materials”) or any prior or subsequent communications from the Company or any of its affiliates, officers, employees or agents as investment, legal or tax advice. In making an investment decision, investors must rely on their own examination of the Company and the terms of this offering, including the merits and the risks involved. Each prospective investor should consult the investor’s own counsel, accountant and other professional advisor as to investment, legal, tax and other related matters concerning the investor’s proposed investment.

The Company reserves the right in its sole discretion and for any reason whatsoever to modify, amend and/or withdraw all or a portion of the offering and/or accept or reject in whole or in part any prospective investment in the Shares or to allot to any prospective investor less than the amount of Shares such investor desires to purchase.

Except as otherwise indicated, the Offering Materials speak as of their date. Neither the delivery nor the purchase of the Shares shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date.

This agreement (“Subscription Agreement,” or “Agreement”) is made as of the date set forth below by and between the undersigned (“Subscriber”) and the Company and is intended to set forth certain representations, covenants and agreements between Subscriber and the Company with respect to the offering (the “Offering”) for sale by the Company of the Shares as described in the Company’s Offering Circular dated , 2022 (the “Offering Circular”), a copy of which has been delivered to Subscriber. The Shares are also referred to herein as the “Securities.”

SUBSCRIPTION

1.                Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the number of Shares set forth on the Subscription Agreement Signature Page, and the Company agrees to sell such Shares to Subscriber at a purchase price of $5.80 per Share for the total amount set forth on the Subscription Agreement Signature Page (the “Purchase Price”), subject to the Company’s right to sell to Subscriber such lesser number of Shares as the Company may, in its sole discretion, deem necessary or desirable.

2.                Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this Subscription is made subject to the following terms and conditions:

a.                 Contemporaneously with the execution and delivery of this Agreement through the Platform, Subscriber shall pay the Purchase Price for the Shares in the form of ACH debit transfer, wire transfer, or credit card. Your subscription is irrevocable. The escrow agent (the “Escrow Agent”) appointed by the Company will maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the Closing (as defined below), (ii) the rejection of such subscription or (iii) the termination of the Offering by the Company in its sole discretion;

b.                Payment of the Purchase Price shall be made by Subscriber via the Portal, and shall be held in escrow by the Escrow Agent until Closing, after which time, the funds tendered by Subscriber will be available to the Company;

c.                 This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company (the “Closing”), and the deposit of the payment of the Purchase Price for clearance will not be deemed an acceptance of this Agreement;

d.                The Company shall have the right to reject this subscription, in whole or in part;

e.                 The payment of the Purchase Price (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be

returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;

f.                 Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by the company’s transfer agent (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A;

g.                The Offering is described in the Offering Circular, that is available through the online website platform https://www. kurvetheraputics.com, or the SEC’s EDGAR website at www.sec.gov. Please read this Agreement, the Offering Circular, and the Exhibits attached to the Offering Circular including, but not limited to, the Certificate of Incorporation of Kurve Theraapeutics, Inc. (the “Certificate”) and its bylaws (the “Bylaws”). While they are subject to change, as described below, the Company advises you to print and retain a copy of these documents for your records.

REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of the Closing:

3.                Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement has been or will be effectively taken prior to the Closing. Upon execution and delivery, this Subscription Agreement will be a valid and binding obligation of Subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

4.                Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Agreement. Subscriber is purchasing the Shares for Subscriber’s own account. Subscriber has received and reviewed this Agreement, The Offering Circular, the Certificate and the Bylaws. Subscriber and/or Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by the Company or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with the Offering to evaluate the merits and risks of an investment, to make an informed investment decision and to protect Subscriber’s own interest in connection with an investment in the Shares.

5.                Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

6.                Accredited Investor Status or Investment Limits. Subscriber represents that either:

a.                 Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act; or

b.                The Purchase Price set out below, on the signature page of this Agreement, together with any other amounts previously used to purchase Securities in this Offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth. Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

7.                Additional Subscriber Information; Payment Information. Subscriber agrees to provide any additional documentation the Company may reasonably request, including documentation as may be required by the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. Subscriber acknowledges that Subscriber’s responses to questions on the Platform are true, complete and accurate in all respects. Payment information provided by Subscriber through the Platform is true, accurate and correct and such payment information shall be deemed to be a part of this Agreement as if and to the same extent that such information was set forth herein.

8.                Company Information. Subscriber has read the Offering Circular filed with the SEC, including the section titled “Risk Factors.” Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber acknowledges that no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

9.                Neither the Company nor the Platform is an Investment Advisor. Subscriber understands that neither the Company nor the Platform is registered under the Investment Company Act of 1940 or the Investment Advisers Act of 1940.

10.             Valuation. Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

11.             Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page and provided on the Platform.

12.             Power of Attorney. Any power of attorney of the Subscriber granted in favor of the Company has been executed by the Subscriber in compliance with the laws of the state, province or jurisdiction in which such agreements were executed.

13.             No Brokerage Fees. Other than commissions payable to Rialto Markets, a licensed broker-dealer, as placement agent, there are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. Subscriber will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any such claim.

14.             Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

15.             Terms and Conditions of the Platform. Subscriber acknowledges that it has read, understands and agrees to the terms and conditions, privacy policy and disclaimers on the Platform.

16.             Transfer Restrictions. Subscriber acknowledges and agrees that the Shares may be subject to restrictions on transfer pursuant to applicable federal and state laws, the Company’s Certificate, and this Agreement. The Shares may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the Shares under the Securities Act or an opinion of legal counsel satisfactory to the Company that such registration is not required or unless the Shares are sold pursuant to Rule 144 or Rule 144A of the Securities Act. The Shares shall bear a digital or physical restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates or instruments):

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933 AND THEY ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFER PURSUANT TO APPLICABLE FEDERAL AND STATE

LAWS, THE COMPANY’S ARTICLES OF INCORPORATION AND THE SUBSCRIPTION AGREEMENT PURSUANT TO WHICH THESE SECURITIES WERE ORIGINALLY SOLD. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.

ANY PURPORTED TRANSFER IN VIOLATION OF SUCH PROVISIONS SHALL BE VOID, AB INITIO.

SURVIVAL; INDEMNIFICATION

17.             Survival; Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants herein, and that the Company has relied upon such representations, warranties and covenants in determining Subscriber’s qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

MISCELLANEOUS PROVISIONS

18.             Caption and Headings. The Article and Section headings throughout this Agreement are for convenience of reference only and shall in no way be deemed to define, limit or add to any provision of this Agreement.

19.             Notification of Changes. Subscriber agrees and covenants to notify the Company immediately upon the occurrence of any event prior to the consummation of this Offering that would cause any representation, warranty, covenant or other statement contained in this Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the consummation of this Offering.

20.             Assignability. This Agreement is not assignable by Subscriber, and may not be modified, waived or terminated except by an instrument in writing signed by the party against whom enforcement of such modification, waiver or termination is sought.

21.             Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns.

22.             Obligations Irrevocable. The obligations of Subscriber shall be irrevocable, except with the consent of the Company, until the consummation or termination of the Offering.

23.             Entire Agreement; Amendment. This Agreement states the entire agreement and understanding of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written. No amendment of the Agreement shall be made without the express written consent of the parties.

24.             Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision hereof, which shall be construed in all respects as if such invalid or unenforceable provision were omitted.

25.             Notices. All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of the Company (or that you submitted to us via the Platform). You shall send all notices or other communications required to be given hereunder to the Company via email at (with a copy to be sent concurrently via prepaid certified mail to: Kurve Therapeutics, Inc., 16825 48th Ave West, Suite 43, Lynnwood, WA 98037, Attention: Investor Relations. Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a day on which banking institutions in the State of Delaware are legally closed for business.

26.             Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

27.             Digital Signatures. Digital (“electronic”) signatures, often referred to as an “e-signature”, enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. The mechanics of this Subscription Agreement’s electronic signature include your signing this Agreement below by typing in your name, with the underlying software recording your IP address, your browser identification, the timestamp, and a securities hash within an SSL encrypted environment. This electronically signed Subscription Agreement will be available to both you and the Company, as well as any associated brokers, so they can store and access it at any time, and it will be stored and accessible on the Platform and hosting provider, including backups. You and the Company each hereby consents and agrees that electronically signing this Agreement constitutes your signature, acceptance and agreement as if actually signed by you in writing. Further, all parties agree that no certification authority or other third-party verification is necessary to validate any electronic signature; and that

the lack of such certification or third-party verification will not in any way affect the enforceability of your signature or resulting contract between you and the Company. You understand and agree that your e-signature executed in conjunction with the electronic submission of this Subscription Agreement shall be legally binding and such transaction shall be considered authorized by you. By signing electronically below, you agree your electronic signature is the legal equivalent of your manual signature on this Subscription Agreement and you consent to be legally bound by this Subscription Agreement’s terms and conditions. Alternatively, you may opt-out of this provision by printing a copy of this Agreement, signing it manually and returning it to the Company and, if your subscription is accepted, the Company will manually countersign it and return a countersigned copy to you via email.

28.             Consent to Electronic Delivery of Tax Documents. Please read this disclosure about how the Company will provide certain documents that it is required by the Internal Revenue Service (the “IRS”) to send to you (“Tax Documents”) in connection with your Shares. A Tax Document provides important information you need to complete your tax returns. Tax Documents include Form 1099 and/or Schedule K-1. Occasionally, the Company is required to send you CORRECTED Tax Documents. Additionally, the Company may include inserts with your Tax Documents. The Company is required to send Tax Documents to you in writing, which means in paper form. When you consent to electronic delivery of your Tax Documents, you will be consenting to delivery of Tax Documents, including these corrected Tax Documents and inserts, electronically instead of in paper form. By executing this Agreement on the Platform, you are consenting in the affirmative that the Company may send Tax Documents to you electronically and acknowledging that you are able to access Tax Documents from the site. If you subsequently withdraw consent to receive Tax Documents electronically, a paper copy will be provided. Your consent to receive the Tax Documents electronically continues for every tax year until you withdraw your consent. You can withdraw your consent before the Tax Document is furnished by mailing a letter including your name, mailing address, effective tax year, and indicating your intent to withdraw consent to the electronic delivery of Tax Documents to: Kurve Therapeutics, Inc., 16825 48th Ave West, Suite 43, Lynnwood, WA 98037, Attention: Investor Relations. If you withdraw consent to receive Tax Documents electronically, a paper copy will be provided. You Must Keep Your E-mail Address Current with the Company. You must promptly notify the Company of a change of your email address. If your mailing address, email address, telephone number or other contact information changes, you may also provide updated information by contacting the Company at the address provided in this Section 28, or via phone at (425) 640-9249 or email at .

29.             Electronic Delivery of Information. Subscriber and the Company each hereby agrees that all current and future notices, confirmations and other communications regarding this Agreement and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in this Agreement or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients spam filters by the recipients email service provider, or due to a recipient’s change of address, or due to technology issues by the recipients service provider, the parties agree that the

burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to you, and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that you desire.

[SIGNATURE APPEARS ONLINE]

ESCROW AGREEMENT

This ESCROW AGREEMENT (this “Agreement”) dated as of this 10^th day of May 2022 by and among Kurve Therapeutics, Inc, a Delaware corporation (the “Company”), having an address at 16825 48^th W, Suite 434, Lynwood, WA 98037; Rialto Markets, LLC, having an address at 42 Broadway, Ste 12-129, NY, NY 10004 (“Placement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”), with its principal corporate trust office at 99 Wood Avenue South, 10^th Floor, Iselin, NJ 08830. The Company and the Placement Agent, each a “Party,” are collectively referred to as “Parties” and individually, a “Party.”

All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Subscription Agreement, dated as of or about January 18, 2022, as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Subscription Agreement”).

W I T N E S S E T H:

WHEREAS, the Company proposes to sell (the “Financing Transaction”) a maximum of 8,620,690 shares of our common stock, par value $0.00001(“Common Stock”), at an offering price of $5.80 per share (the “Shares”) for an offering amount of $50,000,000 raised, in a public offering (the “Offering”) to investors (each, an “Investor”); and

WHEREAS, subject to all conditions to closing being satisfied or waived, the closing(s) of the Offering shall take place from time to time until the earlier of (a) the date which is one year after this Offering being qualified by the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”), or (b) the date on which this Offering is earlier terminated by the Company in its sole discretion (the “Termination Date”) (the earlier of (a) or (b), the “Final Termination Date”); and

WHEREAS, there is no minimum offering amount and all funds shall only be returned to the potential Investors in the event the Offering is not consummated or if the Company, in its sole discretion, rejects all or a part of a particular potential Investor’s subscription; and

WHEREAS, in connection with the Financing Transaction contemplated by the Subscription Agreement, the Company entered into a Placement Agent Agreement between the Company and the Placement Agent, and certain other agreements, documents, instruments and certificates necessary to carry out the purposes thereof, including without limitation the Subscription Agreement (collectively, the “Transaction Documents”); and

WHEREAS, the Company and Placement Agent desire to establish an escrow account with the Escrow Agent into which the Company and Placement Agent shall instruct the Investors to deposit checks or make a wire transfer for the payment of money made payable to the order of “WILMINGTON TRUST, N.A. as Escrow Agent for Kurve Therapeutics, Inc,” and the Escrow Agent is willing to accept said checks and other instruments for the payment of money in accordance with the terms hereinafter set forth; and

WHEREAS, the Company and Placement Agent represent and warrant to the Escrow Agent that they have not stated to any individual or entity that the Escrow Agent’s duties will include anything other than those duties stated in this Agreement;

WHEREAS, THE ISSUER AND THE PLACEMENT AGENT UNDERSTAND THAT THE ESCROW AGENT, BY ACCEPTING THE APPOINMTMENT AND DESIGNATION AS ESCROW AGENT HEREUNDER, IN NO WAY ENDORSES THE MERITS OF THE OFFERING OF THE SECURITIES. THE ISSUER AND THE PLACEMENT AGENT AGREE TO NOTIFY ANY PERSON ACTING ON ITS BEHALF THAT THE ESCROW AGENT’S POSITION AS ESCROW AGENT DOES NOT CONSTITUTE SUCH AN ENDORSEMENT, AND TO PROHIBIT SAID PERSONS FROM THE USE OF THE ESCROW AGENT’S NAME AS AN ENDORSER OF SUCH OFFERING. The Issuer and the Placement Agent further agree to include with any sales literature, in which the Escrow Agent’s name appears and which is used in connection with such offering, a statement to the effect that the Escrow Agent in no way endorses the merits of the offering; and

WHEREAS, the Company and Placement Agent represent and warrant to the Escrow Agent that a copy of each document that has been delivered to the Investor and third parties that include Escrow Agent’s name and duties, has been attached hereto as Schedule I.

NOW, THEREFORE, IT IS AGREED as follows:

Article 1

ESCROW DEPOSIT

Section 1.1 Delivery of Escrow Funds.

(a)        Placement Agent and the Company shall instruct the Investor to deliver to Escrow Agent checks made payable to the order of “WILMINGTON TRUST, N.A. as Escrow Agent for Kurve Therapeutics, Inc. Escrow”, or wire transfer to:

Wilmington Trust Company

ABA #: 031100092

A/C #: 155778-000

A/C Name: Kurve Therapeutics, Inc. Escrow

Attn: Ellen Jean-Baptiste

International Wires:

M&T

Buffalo, New York

ABA: 022000046

SWIFT: MANTUS33

Beneficiary Bank: Wilmington Trust

Beneficiary ABA: 031100092

A/C #: 155778-000

A/C Name: Kurve Therapeutics, Inc. Escrow

All such checks and wire transfers remitted to the Escrow Agent shall be accompanied by information identifying each Investor, subscription, the Investor’s social security or taxpayer identification number and address. In the event the Investor’s address and/or social security number or taxpayer identification number are not provided to Escrow Agent by the Investor, then Placement Agent and/or the Company agree to promptly upon request provide Escrow Agent with such information in writing. The checks or wire transfers shall be deposited into a non interest-bearing account at WILMINGTON TRUST, NATIONAL ASSOCIATION entitled “WILMINGTON TRUST, N.A. as Escrow Agent for Kurve Therapeutics, Inc” (the “Escrow Account”).

Investors can also send funds using credit or debit card by utilizing the Invoice and Pay® service offered by M&T Bank by visiting the portal listed below:

https://www.sampleportal.mtb.com”

(b)       The collected funds deposited into the Escrow Account are referred to as the “Escrow Funds.”

(c)       The Escrow Agent shall have no duty or responsibility to enforce the collection or demand payment of any funds deposited into the Escrow Account. If, for any reason, any check deposited into the Escrow Account shall be returned unpaid to the Escrow Agent, the sole duty of the Escrow Agent shall be to return the check to the Investor and advise the Company and Placement Agent promptly thereof.

(d)       All funds received by the Escrow Agent shall be held only in non-interest bearing bank accounts at WILMINGTON TRUST, NATIONAL ASSOCIATION.

(e) In the event that market conditions are such that negative interest applies to amounts deposited with the Escrow Agent, the Company and Placement Agent jointly and severally shall be responsible for the payment of such interest and the Escrow Agent shall be entitled to deduct from amounts on deposit with it an amount necessary to pay such negative interest. For the avoidance of doubt, the indemnification protections afforded to the Escrow Agent under Section

2.2 of this Agreement shall cover any interest-related expenses (including, but not limited to, negative interest) incurred by the Escrow Agent in the performance of its duties hereunder.

Section 1.2 Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

(a)       In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset.

(b)       At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”).

(c)       If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent.

(d)       The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal.

(e)        The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section.

(f)        In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it.

(g)       The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties

or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process.

(h)       Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not

(i) in writing,

(ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and

(iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below.

(i)       Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s).

(j)       A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Section 1.3 Written Direction and Other Instruction.

(a)              With respect to any Written Direction or any other notice, direction or other instruction required to be delivered by a Party to Escrow Agent under this Agreement, Escrow Agent is authorized to follow and rely upon any and all such instructions given to it from time to time if the Escrow Agent believes, in good faith, that such instruction is genuine and to have been signed by an Authorized Representative of such Party. Escrow Agent shall have no duty or obligation to verify that the person who sent such instruction is, in fact, a person duly authorized to give instructions on behalf of a Party, other than to verify that the signature of the Authorized Representative on any such instruction appears to be the signature of such person. Each Party acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to Escrow Agent, and that there may be more secure methods of transmitting instructions other than the method selected by such Party. Escrow Agent shall have no responsibility or liability for any loss which may result from (i) any action taken or not taken by Escrow Agent in good faith reliance on any such signatures or instructions, (ii) as a result of a Party’s reliance upon or use of any particular method of delivering instructions to Escrow Agent, including the risk of interception of such instruction and misuse by third parties, or (iii) any officer or Authorized Representative of a Party named in Exhibit B delivered hereunder prior to actual receipt by Escrow Agent of a more current incumbency certificate or an updated

Exhibit and a reasonable time for Escrow Agent to act upon such updated or more current certificate or Exhibit .

(b)       Each Party may, at any time, update Exhibit B-1 and Exhibit B-2by signing and submitting to Escrow Agent an update of Exhibit B-1 and Exhibit B-2. Any updated Exhibit shall not be effective unless Escrow Agent countersigns a copy thereof. Escrow Agent shall be entitled to a reasonable time to act to implement any changes on an updated Exhibit B-1 and Exhibit B-2.

Section 1.4 Delivery and Authentication of Written Direction.

(a)              A Written Direction must be delivered to Escrow Agent by one of the delivery methods set forth in Section 4.3.

(b)             Each Party and Escrow Agent hereby agree that the following security procedures will be used to verify the authenticity of a Written Direction delivered by any Party to Escrow Agent under this Agreement:

(i) The Written Direction must include the name and signature of the person delivering the disbursement request to Escrow Agent. Escrow Agent will check that the name and signature of the person identified on the Written Direction appears to be the same as the name and signature of an Authorized Representative of such Party;

(ii) Escrow Agent will make a telephone call to an Authorized Representative of the Party purporting to deliver the Written Direction (which Authorized Representative may be the same as the Authorized Representative who delivered the Written Direction) at any telephone number for such Authorized Representative as set forth on Exhibit B-1 and Exhibit B-2 to obtain oral confirmation of delivery of the Written Direction. If the Written Direction is a joint written notice of the Parties, the Escrow Agent shall call back an Authorized Representative of both of those Parties; and

(iii) If the Written Direction is sent by email to Escrow Agent, Escrow Agent also shall review such email address to verify that it appears to have been sent from an email address for an Authorized Representative of one of the Parties as set forth on Exhibit B-1 and Exhibit B-2, as applicable, or from an email address for a person authorized under Exhibit B-1 and Exhibit B-2, as applicable, to email a Written Direction to Escrow Agent on behalf of the Authorized Representative).

(c)              Each Party acknowledges and agrees that given its particular circumstances, including the nature of its business, the size, type and frequency of its instructions, transactions and files, internal procedures and systems, the alternative security procedures offered by Escrow Agent and the security procedures in general use by other customers and banks similarly situated, the security procedures set forth in this Section 1.4 are a commercially reasonable method of verifying the authenticity of a payment order in a Written Direction.