(Note: Curative Biotechnology, Inc. withdrew its plans for an NYSE-American uplisting/public offering in an SEC filing dated Jan. 31, 2024. The prospectus was filed on Nov. 7, 2022.)

(Note: This is NOT an IPO. There was some expectation that the public offering (NYSE-American uplisting) would price on Jan. 30, 2023, but no pricing announcement was readily available on Jan. 31, 2023, before the market’s open. It appears that the pricing date is still TBA. Curative Biotechnology, Inc. filed an S-1/A dated Jan. 9, 2023, to reactivate its NYSE-American uplisting with the same terms – 1.33 million units at $6.00 per unit – and the 1-for-400 reverse stock split ratio – detailed in its prospectus in November 2022. On Dec. 2, 2022, the company postponed its  unit public offering – in conjunction with the NYSE-American uplisting – until the new year. The deal had been set to price on the night of Dec. 1, 2022, and start trading on Dec. 2, 2022. Background: Curative Biotechnology had revived its NYSE-American uplisting from the OTC Pink Market as a unit deal on Nov. 7, 2022: a public offering of 1.33 million units – stock and warrants – at $6.00 per unit, based on a 1-for-400 reverse stock split ratio. Its previous NYSE-American uplisting and public offering – a stock-only offering – was withdrawn on Oct. 31, 2022; the stock-only offering’s terms had called for 1.55 million shares at $5.15.)

We are a life science company seeking to develop, in-license, sub-license or otherwise acquire early mid- or late-stage assets in the therapeutic and medical device areas. We focus on development stage products that can be acquired at advantageous valuations and terms and assets that we believe either already have or possess the possibility for significant intellectual property. Additionally, we seek to acquire assets that lend themselves to an accelerated clinical and/or regulatory development path. As of the date of this prospectus, we have not submitted any INDs with the FDA for any of our product candidates.

We have licensed four (4) pre-clinical assets and are initially focused on the following four (4) indications: (i) Rabies, (ii) Glioblastoma, (iii) Age-Related Macular Degeneration, and (iv) COVID-19 vaccinations in patients with kidney failure.

Historically, we have devoted our efforts and financial resources primarily to our general operations and the research and acquisition of our product candidates. 

Based on our cash position, and assuming the receipt of approximately $7.0 million in net proceeds from this offering, we anticipate utilizing the funds for the repayment of our outstanding secured convertible promissory note issued in March 2022, pre-clinical research, including toxicology, pharmacokinetics, and safety studies in animals and manufacturing in anticipation for the regulatory submissions of one or more investigational new drug application or IND with the United States Food and Drug Administration (FDA). If any of our proposed INDs are approved, we will utilize the balance of the funds for manufacturing (for certain of our therapeutics as described herein), to conduct our clinical trials (for certain of our therapeutics as described herein) and for general corporate working capital purposes. It is still too early to determine if our product candidates will meet the requirements for IND approval.

Our development pipeline focuses on three (3) therapeutic areas: infectious diseases, oncology, and degenerative eye disease. Under these therapeutic areas, we are focusing on four (4) programs: (i) Rabies, (ii) COVID 19 Vaccines in Kidney Failure Patients, (iii) Glioblastoma, and (iv) Degenerative Eye Diseases Even if we are able to raise the net proceeds described above, management has determined that it will still need to make a determination on what indications within those four (4) programs to pursue as we will not have sufficient capital to pursue all of the below indications.

Therapeutic Area

Candidate

Indication

Research and Pre-Clinical

Phase 1

Phase 2

Phase 3

Infectious Diseases

IMT505

Rabies

(1)

Infectious Diseases

COVID Vaccine with IMT504 Adjuvant

COVID 19 in Kidney Failure Patients

(2)

Oncology

CUBT906- CD56 Monoclonal Antibody ADC

Glioblastoma

(2)

Degenerative Eye Disease

Metformin Reformulation

Age-Related Macular Degeneration

(1)