UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

________________

SCHEDULE 14A

(Rule 14a-101)

________________

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12

Blue Water Biotech, Inc.

(Name of Registrant as Specified in its Charter)

________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

BLUE WATER BIOTECH, INC.
201 E. Fifth Street, Suite 1900
Cincinnati, Ohio 45202

April 26, 2023

To the Stockholders of Blue Water Biotech, Inc.:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Meeting”) of Blue Water Biotech, Inc. (formerly known as Blue Water Vaccines Inc.) (the “Company”) to be held on Wednesday, May 31, 2023 at 9:00 a.m. Eastern Time at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, 11th Fl., New York, NY 10105, United States of America, for the following purposes:

1. To elect James Sapirstein (the “Director Nominee”) to serve as a Class II director on the Company’s board of directors (the “Board”) for a three-year term that expires at the 2026 Annual Meeting of Stockholders, or until his successor is elected and qualified (the “Director Election Proposal”);

2. To approve an amendment to the Company’s Amended and Restated 2022 Equity Incentive Plan to increase the aggregate number of shares of the Company’s common stock, par value $0.00001 per share, that may be issued under the plan by 550,000 shares from 2,600,000 to 3,150,000 shares (the “2022 Plan Proposal”);

3. To ratify the appointment by the Board of Mayer Hoffman McCann P.C. (the “Auditor”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and

4. To transact such other business as may properly come before the Meeting or any adjournment thereof.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE DIRECTOR NOMINEE, A vote FOR the approval OF THE 2022 PLAN PROPOSAL, AND A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF THE AUDITOR AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.

The Board has fixed the close of business on April 3, 2023 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Meeting or any postponement or adjournment thereof. Accordingly, only stockholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Meeting or any postponement or adjournment thereof.

Your vote is important. You are requested to carefully read the Proxy Statement and accompanying Notice of Annual Meeting for a more complete statement of matters to be considered at the Meeting.

		Sincerely yours,
		/s/ Joseph Hernandez
		Joseph Hernandez
		Chairman and Chief Executive Officer
		Blue Water Biotech, Inc.

IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, please read the proxy statement and promptly VOTE your proxy BY completing, dating, signing and returning the enclosed proxy CARD IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING. YOUR PROXY, GIVEN THROUGH THE RETURN OF THE PROXY CARD, MAY BE REVOKED PRIOR TO ITS EXERCISE BY SUBMITTING A DULY EXECUTED PROXY BEARING A LATER DATE, FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE MEETING A WRITTEN NOTICE OF REVOCATION, OR BY ATTENDING THE MEETING AND VOTING IN PERSON.

IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES.

THE PROXY STATEMENT, OUR FORM OF PROXY CARD, AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 ARE AVAILABLE ON THE INTERNET AT HTTPS://IR.BWBIOINC.COM/FINANCIAL-INFORMATION/ANNUAL-REPORT-AND-PROXY OR AT THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.

Blue Water Biotech, Inc.
201 E. Fifth Street, Suite 1900
Cincinnati, OH 45202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on May 31, 2023

The accompanying proxy statement (“Proxy Statement”) is furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of Blue Water Biotech, Inc. (formerly known as Blue Water Vaccines Inc.) (the “Company”) for use at the 2023 Annual Meeting of Stockholders of the Company and at all adjournments and postponements thereof (the “Meeting”). The Meeting will be held at 9:00 a.m. Eastern Time on Wednesday, May 31, 2023 at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, 11th Fl., New York, NY 10105, United States of America:

1. To elect James Sapirstein (the “Director Nominee”) as a Class II director to serve on the Board for a three-year term that expires at the 2026 Annual Meeting of Stockholders, or until his successor is elected and qualified (the “Director Election Proposal”);

2. To approve an amendment to the Company’s Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”) to increase the aggregate number of shares of the Company’s common stock, par value $0.00001 per share (“common stock”), that may be issued under the plan by 550,000 shares from 2,600,000 to 3,150,000 shares (the “2022 Plan Proposal”);

3. To ratify the appointment by the Board of Mayer Hoffman McCann P.C. (the “Auditor”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and

4. To transact such other business as may properly come before the Meeting or any adjournment thereof.

The Board unanimously recommends a vote “FOR” the approval of the Director Nominee, a vote “FOR” the approval of the 2022 Plan Proposal, and a vote “FOR” the ratification of the appointment of the Auditor as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Stockholders of record of our common stock at the close of business on April 3, 2023 (the “Record Date”) will be entitled to notice of, and are cordially invited to, attend the Meeting and to attend any adjournment or postponement thereof. However, to assure your representation at the Meeting, please vote your proxy by completing, dating, signing and returning the enclosed proxy. Even if you have previously submitted your proxy, you may choose to vote in person at the Meeting. Whether or not you expect to attend the Meeting, please read the Proxy Statement and then promptly vote your proxy in order to ensure your representation at the Meeting.

You may access the materials for the Meeting by visiting the website: https://ir.bwbioinc.com/financial-information/annual-report-and-proxy

Each share of common stock entitles the holder thereof to one vote. A complete list of stockholders of record entitled to vote at the Meeting will be available for ten days before the Meeting at the principal executive office of the Company for inspection by stockholders during ordinary business hours for any purpose germane to the Meeting.

You are urged to review carefully the information contained in the accompanying Proxy Statement prior to deciding how to vote your shares.

All costs of solicitation of proxies will be borne by the Company. We have engaged Advantage Proxy, Inc. (the “Advantage”) to assist in the solicitation of proxies for the Meeting. We have agreed to pay Advantage $3,500 in connection with such services for the Meeting. We will also reimburse Advantage for reasonable out-of-pocket expenses and will indemnify Advantage and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these proxy materials, our Board and the officers of the Company may solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

TABLE OF CONTENTS

		Page
QUESTIONS AND ANSWERS ABOUT THE MEETING		1
THE ANNUAL MEETING		5
PROPOSAL 1 — ELECTION OF DIRECTOR		8
CORPORATE GOVERNANCE		10
AUDIT COMMITTEE REPORT		17
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		18
EXECUTIVE COMPENSATION		19
DIRECTOR COMPENSATION		30
BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS		32
PROPOSAL 2 — APPROVAL OF AMENDMENT TO 2022 PLAN		34
PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM		35
STOCKHOLDER COMMUNICATIONS WITH THE BOARD		37
OTHER INFORMATION		38
Appendix A		A-1

PROXY STATEMENT

Blue Water Biotech, Inc.
ANNUAL MEETING OF STOCKHOLDERS
to be held at 9:00 a.m. Eastern Time on Wednesday, May 31, 2023

This proxy statement (the “Proxy Statement”) and our annual report for the fiscal year ended December 31, 2021 (the “Annual Report” and, together with the Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the board of directors (the “Board” or the “Board of Directors”) of Blue Water Biotech, Inc. (formerly known as Blue Water Vaccines Inc.) (the “Company,” “we,” “us,” or “our”), in connection with our 2023 Annual Meeting of Stockholders (the “Meeting”). The Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about April 28, 2023.

This Proxy Statement gives you information on the proposals to be voted on at the Meeting so that you can make an informed decision.

QUESTIONS AND ANSWERS ABOUT THE MEETING

Where and when will the Meeting be held?

The Meeting will be held at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, 11th Fl., New York, NY 10105, United States of America on Wednesday, May 31, 2023 at 9:00 a.m. Eastern Time, and at any postponement(s) or adjournment(s) thereof.

Who can vote at the Meeting?

Stockholders who owned shares of our common stock, par value $0.00001 per share (“common stock”), on the Record Date may vote at the Meeting. There were 15,878,150 shares of common stock outstanding on the Record Date. All shares of common stock have one vote per share and vote together as a single class. Information about the stockholdings of our directors and executive officers is contained in the section of this Proxy Statement entitled “Beneficial Ownership of Principal Stockholders, Officers and Directors” on page 32 of this Proxy Statement.

What am I voting on?

You are being asked to vote:

1. To elect James Sapirstein (the “Director Nominee”) to serve as a Class II director on the Board for a three-year term that expires at the 2026 Annual Meeting of Stockholders, or until his successor is elected and qualified (the “Director Election Proposal”);

2. To approve an amendment to the Company’s Amended and Restated 2022 Equity Incentive Plan (“2022 Plan”) to increase the aggregate number of shares of common stock that may be issued under the plan by 550,000 shares from 2,600,000 to 3,150,000 shares (the “2022 Plan Proposal”);

3. To ratify the appointment by the Board of Mayer Hoffman McCann P.C. (the “Auditor”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and

4. To transact such other business as may properly come before the Meeting or any adjournment thereof.

How does the Board recommend that I vote?

Our Board unanimously recommends that the stockholders vote “FOR” the Director Nominee, “FOR” the approval of the 2022 Plan Proposal, and “FOR” the ratification of the appointment of the Auditor as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

What is the proxy?

The proxy enables you to appoint Joseph Hernandez, our Chairman and Chief Executive Officer, and Erin Henderson, our Chief Business Officer and Secretary, as your representatives at the Meeting. By completing and returning the proxy card as described herein, you are authorizing Mr. Hernandez and Ms. Henderson to vote your shares at the Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Meeting. Even if you plan to attend the Meeting, we think that it is a good idea to complete and return your proxy card before the Meeting date just in case your plans change. If a proposal comes up for vote at the Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most of our stockholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record

If, on the Record Date, your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are a “stockholder of record” who may vote at the Meeting, and we are sending these proxy materials directly to you. As the stockholder of record, you have the right to direct the voting of your shares as described below. Whether or not you plan to attend the Meeting, please complete, date and sign the enclosed proxy card to ensure that your vote is counted.

Beneficial Owner

If, on the Record Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held “in street name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered the stockholder of record for purposes of voting at the Meeting. As the beneficial owner, you have the right to direct your broker on how to vote your shares and to attend the Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder. If you do not make this request, you can still vote by using the voting instruction card enclosed with this Proxy Statement; however, you will not be able to vote in person at the Meeting.

How do I vote my shares?

If you are a stockholder of record and your shares are registered directly in your name, you may vote:

(1) In person. You may vote in person at the Meeting. The Company will give you a ballot when you arrive.

(2) By mail. You may vote by mail. If you requested printed copies of the proxy materials by mail and are a record holder, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided.

If you are a beneficial owner of shares held in the name of a broker, bank or other nominee, you will receive instructions on how to vote from the broker, bank or other nominee. You must follow the instructions of such broker, bank or other nominee in order for your shares to be voted.

If you are a beneficial owner of shares held in street name and you wish to vote in person at the Meeting, you must obtain a legal proxy from the broker, bank or other nominee that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.

What does it mean if I receive more than one proxy card?

You may have multiple accounts at the transfer agent and/or with brokerage firms. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy by signing, dating and returning all proxy cards.

What if I change my mind after I return my proxy?

You may revoke your proxy and change your vote by:

• sending a written notice to Erin Henderson, our Corporate Secretary, stating that you would like to revoke your proxy of a particular date, provided such notice is received no later than 11:59 p.m. Eastern Time on May 30, 2023;

• signing another proxy card with a later date and returning it before the polls close at the Meeting; or

• attending the Meeting and voting in person.

Please note, however, that if your shares are held of record by a broker, bank or other nominee, you must need to instruct your broker, bank or other nominee that you wish to change your vote by following the procedures on the voting form provided to you by the broker, bank or other nominee. If your shares are held in street name, and you wish to attend and vote at the Meeting, you must bring to the Meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

Will my shares be voted if I do not sign and return my proxy card?

If your shares are held in your name and you do not submit your proxy by signing and returning your proxy card, your shares will not be voted unless you vote in person at the Meeting. If you hold your shares in the name of a broker, bank or other nominee, your nominee may determine to vote your shares at its own discretion on certain routine matters, such as the ratification of the Auditor, absent instructions from you. However, due to voting rules that may prevent your bank or broker from voting your uninstructed shares on a discretionary basis in the election of directors and other non-routine matters, it is important that you cast your vote.

How may I vote with respect to each proposal and how are votes counted?

Your voting options will be dependent on the particular proposal for which you wish to cast a vote. With respect to proposal 1 (the Director Election Proposal), you may vote “for” the Director Nominee or “withhold” authority to vote for the Director Nominee. With respect to proposals 2 and 3, you may vote “for” or “against” the proposal or you may “abstain” from casting a vote on such proposal. Abstentions, votes marked “withheld” and broker non-votes will be counted for the purpose of determining whether a quorum is present at the Meeting.

Broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. These matters are referred to as “non-routine” matters. The Director Election Proposal and the 2022 Plan Proposal are “non-routine.” Thus, in tabulating the voting result for these proposals, shares that constitute broker non-votes are not considered votes cast on that proposal. The ratification of the appointment of the Auditor is a “routine” matter and therefore a broker may vote on this matter without instructions from the beneficial owner as long as instructions are not given.

How many votes are required to elect the Director Nominee as a director of the Company?

At all meetings of stockholders for the election of directors at which a quorum is present, a plurality of the votes cast is sufficient to elect a director. Only shares that are voted in favor of a particular nominee will be counted toward that nominee’s achievement of a plurality. Shares present at a meeting that are not voted for a director nominee or shares present by proxy where the stockholder properly withheld authority to vote for such nominee will not be counted toward that nominee’s achievement of a plurality.

In an uncontested election, a nominee will be elected as a director if he or she receives at least one vote. The election of the Director Nominee at the Meeting is uncontested. Accordingly, the Director Nominee will be elected as a director if he receives at least one “for” vote at the Meeting.

How many votes are required to approve the 2022 Plan Proposal?

The affirmative vote of a majority of the votes cast at the Meeting by the holders of common stock entitled to vote is required to approve the 2022 Plan Proposal. With respect to an abstention, the shares will be considered present and entitled to vote at the Meeting, but they will have no effect on the vote of the 2022 Plan proposal.

How many votes are required to ratify the Auditor as the Company’s independent registered public accounting firm?

The affirmative vote of a majority of the votes cast at the Meeting by the holders of common stock entitled to vote is required to ratify the Auditor as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Abstentions will have no direct effect on the outcome of this proposal, but since this is a routine matter, brokers may vote at the Meeting on this proposal, provided that they have not received instructions from a beneficial owner.

What happens if I don’t indicate how to vote my proxy?

If you just sign your proxy card without providing further instructions, your shares will be counted as a “for” vote for the Director Nominee and “for” each of the other proposals being put before the stockholders at the Meeting.

Is my vote kept confidential?

Proxies, ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed except as may be necessary to meet legal requirements.

Where do I find the voting results of the Meeting?

We will announce voting results at the Meeting and file a Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) announcing the voting results of the Meeting within four business days of the Meeting.

Who is paying for this proxy solicitation?

All costs of solicitation of proxies will be borne by the Company. We have engaged Advantage Proxy, Inc. (“Advantage”) to assist in the solicitation of proxies for the Meeting. We have agreed to pay Advantage a fee of $3,500. We will also reimburse Advantage for reasonable out-of-pocket expenses and will indemnify Advantage and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these proxy materials, our directors and officers may solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Who can help answer my questions?

If you have questions about the proposals or how to vote or if you need additional copies of this Proxy Statement or the enclosed proxy card you should contact our proxy solicitor, Advantage, at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com.

You can also contact our Corporate Secretary, Erin Henderson, at (513) 620-4101, or by sending a letter to Ms. Henderson at the offices of the Company at 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 45202.

THE ANNUAL MEETING

General

This Proxy Statement is being furnished to you, as a stockholder of Blue Water Biotech, Inc., as part of the solicitation of proxies by our Board for use at the Meeting to be held on May 31, 2023, and any adjournment or postponement thereof. This Proxy Statement is first being furnished to stockholders on or about April 28, 2023. This Proxy Statement provides you with information you need to know to be able to vote or instruct your proxy how to vote at the Meeting.

Date, Time, Place of Meeting

The Meeting will be held on Wednesday, May 31, 2023 at 9:00 a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, 11th Fl., New York, NY 10105, United States of America, or such other date, time and place to which the Meeting may be adjourned or postponed.

Purpose of the Meeting

At the Meeting, the Company will ask stockholders to consider and vote upon the following proposals:

1. To elect James Sapirstein to serve as a Class II director on the Board for a three-year term that expires at the 2026 Annual Meeting of Stockholders, or until his successor is elected and qualified;

2. To approve an amendment to the 2022 Plan to increase the aggregate number of shares of the Company’s common stock, par value $0.00001 per share, that may be issued under the plan by 550,000 shares from 2,600,000 to 3,150,000 shares (the “2022 Plan Proposal”);

3. To ratify the appointment by the Board of the Auditor as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and

4. To transact such other business as may properly come before the Meeting or any adjournment thereof

Recommendations of the Board

After careful consideration, the Board has unanimously determined to recommend that stockholders vote “FOR” the Director Nominee, “FOR” the 2022 Plan Proposal, and “FOR” the ratification of the appointment of the Auditor as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Record Date and Voting Power

Our Board fixed the close of business on April 3, 2023 as the record date for the determination of the outstanding shares of common stock entitled to notice of, and to vote on, the matters presented at the Meeting. As of the Record Date, there were 15,878,150 shares of common stock outstanding. Each share of common stock entitles the holder thereof to one vote. Accordingly, a total of 15,878,150 votes may be cast at the Meeting.

Quorum and Required Vote

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present at the meeting if a majority of the common stock outstanding and entitled to vote at the Meeting is represented in person or by proxy. Abstentions, votes marked “withheld” and broker non-votes will count as present for purposes of establishing a quorum.

At all meetings of stockholders for the election of directors at which a quorum is present, a plurality of the votes cast is sufficient to elect a director. Only shares that are voted in favor of a particular nominee will be counted toward that nominee’s achievement of a plurality. Shares present at a meeting that are not voted for a director nominee or shares present by proxy where the stockholder properly withheld authority to vote for such nominee will not be counted toward that nominee’s achievement of a plurality.

In an uncontested election, a nominee will be elected as a director if he or she receives at least one vote. The election of the Director Nominee at the Meeting is uncontested. Accordingly, the Director Nominee will be elected as a director if he receives at least one “for” vote at the Meeting.

The affirmative vote of a majority of the votes cast in person or by proxy and entitled to vote at the Meeting is required to approve the 2022 Plan Proposal. With respect to an abstention, the shares will be considered present and entitled to vote at the Meeting, but they will have no effect on the vote of this proposal.

The affirmative vote of a majority of the votes cast in person or by proxy and entitled to vote at the Meeting is required to ratify the Auditor as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Abstentions will have no effect on the ratification of the appointment of the Auditor. Brokers may use their discretion to vote shares held by them of record for this proposal if they have not been provided with voting instructions from the beneficial owner of the shares of common stock.

Voting

If you are a stockholder of record and your shares are registered directly in your name, you may vote:

(1) In person. You may vote in person at the Meeting. The Company will give you a ballot when you arrive.

(2) By mail. You may vote by mail. If you requested printed copies of the proxy materials by mail and are a record holder, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided.

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions on how to vote from the bank, broker or holder of record. You must follow the instructions of such bank, broker or holder of record in order for your shares to be voted.

If you are a beneficial owner of shares held in street name and you wish to vote in person at the Meeting, you must obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.

While we know of no other matters to be acted upon at the Meeting, it is possible that other matters may be presented at the Meeting. If that happens and you have submitted and not revoked a proxy, your proxy will vote on such other matters in accordance with his or her best judgment.

A special note for those who plan to attend the Meeting and vote in person: if your shares are held in the name of a broker, bank or other nominee, you must bring a statement from your brokerage account or a letter from the person or entity in whose name the shares are registered indicating that you are the beneficial owner of those shares as of the record date. In addition, you will not be able to vote at the Meeting unless you obtain a legal proxy from the record holder of your shares.

Board Solicitation; Proxy Solicitor

Your proxy is being solicited by the Board on the proposals being presented to stockholders at the Meeting. The Company has engaged Advantage to assist in the solicitation of proxies for the Meeting. Proxies may be solicited in person or by telephone. You may contact Advantage at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com.

Revocability of Proxies

Proxies given by stockholders of record for use at the Meeting may be revoked at any time prior to the exercise of the powers conferred. In addition to revocation in any other manner permitted by law, stockholders of record giving a proxy may revoke the proxy by an instrument in writing, executed by the stockholder or his, her, or its attorney authorized in writing or, if the stockholder is a corporation, under its corporate seal, by an officer or attorney thereof duly authorized, and deposited either at the corporate headquarters of the Company at any time up

to and including the last business day preceding the day of the Meeting, or any adjournments thereof, at which the proxy is to be used, or with the chairman of such Meeting on the day of the Meeting or adjournments thereof, and upon either of such deposits the proxy is revoked.

Expenses

All costs of solicitation of proxies will be borne by the Company. We have engaged Advantage to assist in the solicitation of proxies for the Meeting. We have agreed to pay Advantage a fee of $3,500. We will also reimburse Advantage for reasonable out-of-pocket expenses and will indemnify Advantage and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these proxy materials, our directors and officers may solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

No Right of Appraisal

None of Delaware law, our amended and restated certificate of incorporation (our “Amended and Restated Certificate of Incorporation”) or our amended and restated bylaws (our “Amended and Restated Bylaws”) provides for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at this Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares.

Who Can Answer Your Questions About Voting Your Shares

If you have questions about the proposals or how to vote or if you need additional copies of this Proxy Statement or the enclosed proxy card you should contact our proxy solicitor, Advantage, at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com.

You can also contact our Corporate Secretary, Erin Henderson, at (513) 620-4101, or by sending a letter to Ms. Henderson at the offices of the Company at 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 45202.

Principal Offices

The principal executive offices of the Company are located at 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 45202. The Company’s telephone number is (513) 620-4101.

ALL PROXIES RECEIVED WILL BE VOTED IN ACCORDANCE WITH THE CHOICES SPECIFIED ON SUCH PROXIES. PROXIES WILL BE VOTED IN FAVOR OF A PROPOSAL IF NO CONTRARY SPECIFICATION IS MADE. ALL VALID PROXIES OBTAINED WILL BE VOTED AT THE DISCRETION OF THE PERSONS NAMED IN THE PROXY WITH RESPECT TO ANY OTHER BUSINESS THAT MAY COME BEFORE THE MEETING. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEE, “FOR” the approval OF THE 2022 PLAN PROPOSAL, AND “FOR” THE RATIFICATION OF THE APPOINTMENT OF MAYER HOFFMAN MCCANN P.C. as the Company’s independent registered public accounting firm FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.

PROPOSAL 1
ELECTION OF DIRECTOR

Introduction

On March 21, 2023, the Board nominated Mr. James Sapirstein for reelection as a director of the Company. Accordingly, the Board has authorized the nomination of Mr. James Sapirstein to serve as a Class II director, to hold office until the 2026 Annual Meeting of Stockholders or until his successor is elected and qualified. Your proxy, if submitted, and unless indicated to the contrary, will be voted for the election the Director Nominee.

We have been advised by the Director Nominee that he is willing to be named as a nominee and is willing to continue to serve as a director if elected. If some unexpected occurrence should make necessary, in the discretion of the Board, the substitution of some other person for the Director Nominee, it is the intention of the persons named in the proxy to vote for the election of such other person as may be designated by the Board.

Subsequent to stockholder approval of this proposal, the Board will have a total of five members, divided into three classes as follows:

Class	Term	Directors
Class I	Class I directors serve for a term of three years and are elected by the stockholders at the beginning of each term. The current 3-year term for Class I directors extends from the date of our 2022 Annual Meeting of Stockholders to the 2025 Annual Meeting of Stockholders.	Simon Tarsh Michael Venerable
Class II	Class II directors serve for a term of three years and are elected by the stockholders at the beginning of each term. The next full 3-year term for Class II directors extends from the date of the Meeting to the date of the 2026 Annual Meeting of Stockholders.	James Sapirstein
Class III	Initial term ends on the date of our 2024 Annual Meeting of Stockholders. Class III directors serve for a term of three years and are elected by the stockholders at the beginning of each term. The next full 3-year term for Class III directors extends from the date of the 2024 Annual Meeting of Stockholders to the date of the 2027 Annual Meeting of Stockholders.	Joseph Hernandez Timothy Ramdeen

Board Qualifications

We believe that the collective skills, experiences and qualifications of our directors provide our Board with the expertise and experience necessary to advance the interests of our stockholders. In selecting directors, the Board considers candidates that possess qualifications and expertise that will enhance the composition of the Board, including the considerations set forth below. The considerations set forth below are not meant as minimum qualifications, but rather as guidelines in weighing all of a candidate’s qualifications and expertise. In addition to the individual attributes of each of our current directors described below, we believe that our directors should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad experience at the policy-making level in business, exhibit commitment to enhancing stockholder value and have sufficient time to carry out their duties and to provide insight and practical wisdom based on their past experience.

Director Nominee

Our Board currently consists of five directors: Joseph Hernandez, James Sapirstein, Simon Tarsh, Vuk Jemerić and Timothy Ramdeen. James Sapirstein, who currently serves as a director, has been nominated to be reelected at the Meeting as a Class II director, to serve until the 2026 Annual Meeting of Stockholders or until his successor is elected and qualified. The Director Nominees is available for election as a member of the Board. If for any reason the Director Nominee becomes unavailable for election, the proxies solicited by the Board will be voted for a substitute nominee selected by the Board.

The following sets forth the biographical background information for our Director Nominee:

James Sapirstein, one of our directors since February 2022, has over 35 years of experience leading, founding, growing, and selling healthcare companies, specifically in the pharmaceutical space. Mr. Sapirstein is currently the President, CEO and Chairman of First Wave BioPharma, Inc. (Nasdaq: FWBI), where he has been since October 2019. His career began in sales at Eli Lilly, eventually rising to Director of International Marketing at Bristol Myers Squibb from July 1996 to June 2000, and later led the launch of Viread (tenofovir) at Gilead Sciences, Inc. (Nasdaq: GILD), where he served as Global Marketing Lead from June 2020 to June 2002. From November 2006 to January 2011, he served as founding CEO of Tobira Therapeutics (Nasdaq: TBRA), then a private company, and later acquired by Allergan (NYSE: AGN). Since then, he has served as CEO of Alliqua Biomedical (Nasdaq: ALQA) from September 2012 to February 2014 and CEO of Contravir Pharmaceuticals (Nasdaq: CTRV) from March 2014 to October 2018. He has been part of almost two dozen drug product launches and specifically either led or has been a key member of several HIV product launches into different new classes of therapeutics at the time. Additionally, Mr. Sapirstein has held board positions on ZyVersa Therapeitics, Inc. (Nasdaq: ZVSA) since January 2023 and Enochian Biosciences (Nasdaq: ENOB) since April 2018. He previously served as a director of Marizyme (OTCMKTS:MRZM) (Executive Chairman) from December 2018 to June 2021, Leading Biosciences from 2016 to 2021, BioNJ, an association of biopharma industries in New Jersey, from February 2017 to February 2019, RespireRX (OTCBB:RSPI) from April 2014 to January 2020, NanoViricides Inc. (NYSE: NNVC) from November 2018 to January 2020, and Blue Water Acquisition Corp. (“BWAC”), a special purpose acquisition company that completed its initial public offering in December 2020, from December 2020 until its business combination with Clarus Therapeutics Holdings Inc. (OTCPink: CRXT) (“Clarus”) in September 2021. He is also a Board Director for BIO, the leading Biopharma Industries Organization promoting public policy and networking in the healthcare space, where he sits on both the Health Section and Emerging Companies Section Governing Boards. Mr. Sapirstein received a B.S. in Pharmacy from Rutgers University and his MBA from Fairleigh Dickinson University.

We believe that all of our directors, including the Director Nominee, exhibit: personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board and its committees; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders.

Our Board has concluded that Mr. Sapirstein is well qualified to serve as a director in light of our business due to his extensive network from decades in the healthcare industry. Mr. Sapirstein also brings to our Board a significant depth of experience in the pharmaceutical and biotechnology industries that will be invaluable to the Company as we continue to develop biotechnology assets.

Vote Required

At all meetings of stockholders for the election of directors at which a quorum is present, a plurality of the votes cast is sufficient to elect a director. Only shares that are voted in favor of a particular nominee will be counted toward that nominee’s achievement of a plurality. Shares present at a meeting that are not voted for a director nominee or shares present by proxy where the stockholder properly withheld authority to vote for such nominee will not be counted toward that nominee’s achievement of a plurality.

In an uncontested election, a nominee will be elected as a director if he or she receives at least one vote. The election of the Director Nominee at the Meeting is uncontested. Accordingly, the Director Nominee will be elected as a director if he receives at least one “for” vote at the Meeting.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ELECTION OF THE DIRECTOR NOMINEE.

CORPORATE GOVERNANCE

Current Directors and Executive Officers

Listed below are the names of the current directors, director nominees and executive officers of the Company, their ages and positions held as of the date of this Proxy Statement and biographies if not disclosed above:

Name	Age	Position with the Company	Director and/or Executive Officer Since
Joseph Hernandez	50	Chairman of the Board and Chief Executive Officer	2018
Jon Garfield	59	Chief Financial Officer	2021
Erin Henderson	49	Chief Business Officer and Corporate Secretary	2020
James Sapirstein	61	Director	2022
Simon Tarsh	62	Director	2022
Vuk Jeremić	47	Director	2022
Timothy Ramdeen	31	Director	2023

Joseph Hernandez founded the Company in October 2018 and has been the Chief Executive Officer & Executive Chairman of the Company since inception. He has a background in company creation, early stage technology development, as well as private and public market financing. He brings leadership to the team, backed by a strong educational foundation in biology, medicine, molecular genetics, microbiology, epidemiology, marketing, and finance. Over the course of his career, he has founded or led eight entrepreneurial companies in cutting edge areas of healthcare and pharmaceuticals. After years of building his career at Merck & Co. (NYSE:MRK) from December 1998 to January 2001 and Digene from 2005 to 2009 (acquired by Qiagen (NYSE:QGEN)) from 2005 to 2009, Mr. Hernandez founded and became the President and CEO of Innovative Biosensors from 2004 to 2009. Later, Mr. Hernandez served as the Founder and Chairman of Microlin Bio Inc. from August 2013 to January 2017 and as Chairman of the Board of Ember Therapeutics (OTCMKTS:EMBT) from April 2014 to January 2019. He was also the Chairman of Sydys Corporation from May 2016 to January 2019. Additionally, in January 2020 he founded and in May 2020 sold Noachis Terra, Inc. (acquired by Oragenics (NYSE:OGEN)), a company developing a vaccine for COVID-19. From May 2020 to September 2021, Mr. Hernandez was also the chairman and chief executive officer of BWAC, a special purpose acquisition company that completed its initial public offering in December 2020. On September 9, 2021, BWAC consummated a business combination with Clarus, and Mr. Hernandez served as a director of the post-combination entity until August 2022. He completed his undergraduate studies in Neuroscience, M.Sc. in Molecular Genetics and Microbiology, M.B.A. all at the University of Florida and is completing his M.Sc. in Chronic Disease Epidemiology and Biostatistics at Yale University.

Jon Garfield served as our interim Chief Financial Officer from September 2021 until the consummation of our initial public offering in February 2022, upon which he became our full-time Chief Financial Officer. Mr. Garfield has over 20 years of financial leadership experience, including with healthcare companies. Mr. Garfield regularly provides consulting services to private equity funds and privately held companies. Mr. Garfield served as the CEO of Unity MSK from February 2021 to January 2023. He has served as a consultant of Bay State Physical Therapy from June 2018 to February 2019 and also as a director beginning in February 2019. From 2016 to 2017, Mr. Garfield was the CFO of Pyramid Healthcare, also a private equity based healthcare company. Prior to Pyramid Healthcare, Mr. Garfield joined Monte Nido as CFO in 2012 until 2016. Before Monte Nido, he served as CFO of Clearant, Inc., a publicly-traded medical device company, and Network IP and Simplified Development, where he oversaw the finance and treasury functions, implemented systems upgrades, and pursued a number of growth initiatives. Mr. Garfield was previously a Co-Founder and Vice President of Acquisitions for Coach USA, a consolidator of ground transportation entities throughout North America, and was heavily involved in over 50 acquisitions and the eventual IPO of the company. Earlier in his career, he held positions with PricewaterhouseCoopers and Arthur Andersen. Mr. Garfield was the Chief Financial Officer of BWAC from December 2020 until it completed a business combination with Clarus in September 2021. Mr. Garfield received a B.B.A. in accounting from the University of Texas.

Erin Henderson has been our Chief Business Officer since September 2020 and has extensive experience in program and project management, business operational management, marketing, fundraising and public-private partnership development and implementation. She joined the company in September 2019. Prior to joining the Company, since 2010, Ms. Henderson was the Founder and Managing Principal at The Aetos Group, a management consulting company working with public, private, governmental and non-governmental organizations focused on operational efficiency, Lean Six Sigma implementation, revenue development strategy and real estate acquisition strategy. Erin began her career at Lockwood Greene Engineers, followed by The Facility Group. She led local, state and federal governmental relations for the University of West Georgia and was responsible for identifying and securing financial support from both the public and private sector. Erin completed her undergraduate studies in Chemical Engineering from Auburn University. Erin serves on the Board of the Greater Gainesville Chamber of Commerce and the Board of Danscompany of Gainesville.

Simon Tarsh, one of our directors since August 2022, has more than 40 years of financial experience, working in both the UK and the USA. He has recently retired from Deloitte Consulting LLP, where he was a Senior Managing Director in the Finance and Enterprise Performance Practice, where he had served global clients since 2007. He led a growing global practice focused around Operational Transformation, including supporting Carve Out transactions, joint ventures and hybrid structures, both in the US and in international locations, such as India, China, Eastern Europe and Latin America. He supported high growth companies with their finance operations as they globalized, and was able to advise them on their expansion, while balancing growth with appropriate controls. Prior to moving to the United States in 2007, Mr. Tarsh’s consulting career began with PA Consulting Group, London in 1988, where he was elected as a Partner in 1997, and he built ISG’s business process outsourcing advisory practice in Europe between 2001 and 2006. Mr. Tarsh’s early career was in finance, working with Marathon Oil and Dow Chemical, and during this period, he qualified as a Chartered Accountant. Mr. Tarsh received a Bachelor of Science undergraduate degree in Business and Administration from the University of Salford, Manchester, UK in 1981, and an MBA from City University Business School, London, UK in 1988. He is a Fellow of the Chartered Institute of Management Accountants (1984), which is considered as a CPA equivalent. Mr. Tarsh’s deep financial experience at Deloitte Consulting LLP for fifteen years offers valuable insights to our Board, particularly given the enhanced accounting rules and regulations affecting public companies.

Vuk Jeremić, one of our directors since November 2022, brings decades of experience in operational and strategy advisement on a global scale for both private and public companies. Currently, Mr. Jeremić is the President of the Center for International Relations and Sustainable Development (CIRSD), a global public policy think-tank, and Editor-in-Chief of the quarterly magazine “Horizons — Journal of International Relations and Sustainable Development.” Since 2013, Mr. Jeremić has operated Vuk Jeremić ent Consulting Agency Belgrade, through which he currently serves as a senior advisor to a leading global private equity firm and to one of the largest cryptocurrency exchanges. He also serves on the Advisory Board of the NYSE-listed technology special purpose acquisition company, Adit Edtech Acquisition Corp. (ADEX:U). In addition, he has lectured around the world at major universities, think-tanks, and institutes, as well as published opinion pieces in leading outlets including The New York Times, The Washington Post, The Wall Street Journal, The Financial Times, and Le Monde. Prior to his experience in company advisement, Mr. Jeremić held multiple key positions in global public policy development nationally and internationally. In 2007, he chaired the Council of Europe’s Committee of Ministers and, from 2007 to 2012, he served as Serbia’s Minister of Foreign Affairs. In June 2012, Mr. Jeremić was directly elected by the majority of world’s nations to be the President of the 67th session of the United Nations (UN) General Assembly. During his term in office, he played a leading role in steering the UN towards the establishment of the Sustainable Development Goals (SDGs). Mr. Jeremić was named a Young Global Leader by the World Economic Forum in 2013 and appointed to the Leadership Council of the UN Sustainable Development Solutions Network (UN SDSN) in 2014. Mr. Jeremić served as the President of the Serbian Tennis Federation from 2011 to 2015. Mr. Jeremić holds a bachelor’s degree in Theoretical and Experimental Physics from Cambridge University and a master’s degree in Public Administration in International Development from Harvard University’s John F. Kennedy School of Government. Mr. Jeremić’s impressive resume, operational advisement experience and global public policy development offer a unique prospective to our Board in as we continue to grow the Company and progress our vaccine candidates towards commercialization.

Timothy Ramdeen, one of our directors since January 2023, brings nearly a decade of experience in private equity and hedge fund investing, capital markets, and company formation. Since June 2022, Mr. Ramdeen has been founder and managing partner of Dharma Capital Advisors, an investment and advisory firm focused on early-stage private and public companies. From March 2021 to March 2022, Mr. Ramdeen was co-founder,

chief investment officer, and portfolio manager at Sixth Borough Capital Management, a multi-stage, event-driven hedge fund focused on both private and public equities. Since 2022, Mr. Ramdeen has been the co-founder of Amplexd Therapeutics, which is a women’s health/biotechnology company focused on providing low-cost, effective, safe and accessible treatments for early cervical and HPV-related cancers worldwide. Mr. Ramdeen also serves as a corporate advisor/board member to multiple early-stage companies and investment funds. Previously, Mr. Ramdeen was the fifth hire at Altium Capital Management (“Altium”), a healthcare-focused investment firm, where from July 2019 to March 2021 he served as the sole investment analyst on the private capital markets/special situations desk (privately-negotiated financings, direct investments, event-driven long/short, and private to public investments in micro and small-cap companies). During his tenure at Altium, Mr. Ramdeen was instrumental in co-creating the firm’s SPAC and reverse merger investment efforts and establishing extensive relationships with sell-side constituents, buy-side counterparts, and hundreds of private and publicly traded companies across biotechnology, therapeutics, healthcare services, medical devices and medtech. From 2017 to 2018, Mr. Ramdeen worked for Brio Capital Management, an event-driven hedge fund focused on small and micro cap equities. Mr. Ramdeen received his B.S. in Biology from Temple University, where he conducted scientific research across neurology, oncology, and developmental biology. In addition, Mr. Ramdeen earned his MBA in Finance from NYU Stern School of Business. Mr. Ramdeen brings to our Board extensive experience in capital advisement and company development, specifically within the life science industry and for publicly traded companies.

Except for Messrs. Hernandez, Jeremić and Sapirstein, none of our directors or executive officers has served as a director of another public company within the past five years.

To the best of the Company’s knowledge, there are no arrangements or understandings between any director or executive officer and any other person pursuant to which any person was selected as a director or executive officer. There are no family relationships between any of the Company’s directors or executive officers. To the Company’s knowledge there have been no material legal proceedings as described in instruction 4 to Item 103 of Regulation S-K or Item 401(f) of Regulation S-K during the last ten years that are material to an evaluation of the ability or integrity of any of the Company’s directors or executive officers.

Board Composition

Our business and affairs are organized under the direction of our Board, which currently consists of five members. Our Board is divided into three classes (Class I, Class II and Class III) with members of each class serving staggered three-year terms. Our directors are divided among the three classes as follows:

• the Class I directors are Simon Tarsh and Vuk Jemerić, and their terms will expire at our 2025 Annual Meeting of Stockholders;

• the Class II director is James Sapirstein, and his term will expire at the Meeting; and

• the Class III directors are Joseph Hernandez and Timothy Ramdeen, and their terms will expire at our 2024 Annual Meeting of Stockholders.

Our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws provide that the authorized number of directors may be changed only by resolution of the Board. Our directors hold office until the earlier of their death, resignation, removal or disqualification, or until their successors have been elected and qualified. Our Board does not have a formal policy on whether the roles of Chief Executive Officer and Chairman of our Board should be separate. The primary responsibilities of our Board are to provide oversight, strategic guidance, counselling and direction to our management.

We have no formal policy regarding board diversity. Our priority in selection of board members is identification of members who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business and understanding of the competitive landscape.

Board Diversity Matrix

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors.

Board Diversity Matrix as of April 26, 2023
Total Number of Directors	5
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors		5
Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Asian		1
Hispanic or Latinx		1
Native Hawaiian or Pacific Islander
White		2
Two or More Races or Ethnicities		1
LGBTQ+
Did Not Disclose Demographic Background

Director Independence

The Board has evaluated each of its directors’ independence from the Company based on the definition of “independence” established by the Nasdaq Stock Market (“Nasdaq”) and has determined that Messrs. Sapirstein, Tarsh, Jemerić and Ramdeen are independent directors, constituting a majority of the Board.

The Board has further determined that each member of our audit committee (our “Audit Committee”), compensation committee and nominating and corporate governance Committee is “independent” under applicable Nasdaq rules.

The Board has also determined that each member of our Audit Committee is “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).

In its evaluation of each director’s independence from the Company, the Board reviewed whether any transactions or relationships currently exist or existed during the past year between each director and the Company and its subsidiaries, affiliates, equity investors, or independent registered public accounting firm, and whether there were any transactions or relationships between each director and members of the senior management of the Company or their affiliates.

Committees of the Board

Our Board has established three standing committees — audit, compensation and nominating and corporate governance — each of which operates under a charter that has been adopted by our Board. Copies of each committee’s charter are posted on the Investor Relations section of our website, which is located at https://ir.bwbioinc.com/corporate-governance/governance-overview. Each committee has the composition and responsibilities described below. Our Board may from time to time establish other committees.

Audit Committee

Our Audit Committee consists of Simon Tarsh, who is the chair of the committee, Timothy Ramdeen and James Sapirstein. Our Board has determined that each of the members of our Audit Committee satisfies Nasdaq rules and Securities and Exchange Commission (“SEC”) independence requirements. The functions of this committee include, among other things:

• evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

• reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

• reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and discussing the statements and reports with our independent auditors and management;

• reviewing with our independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls;

• reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented; and

• reviewing and evaluating on an annual basis the performance of the Audit Committee, including compliance of the Audit Committee with its charter.

The Board has determined that Simon Tarsh qualifies as an “audit committee financial expert” within the meaning of applicable SEC regulations and meets the financial sophistication requirements under Nasdaq rules. In making this determination, the Board has considered Mr. Tarsh’s extensive financial experience and business background. Both our independent registered public accounting firm and management periodically meet privately with our Audit Committee.

Compensation Committee

Our compensation committee (“Compensation Committee”) consists of James Sapirstein, who is the chair of the committee, Simon Tarsh, Vuk Jeremić and Timothy Ramdeen. Our Board has determined that each of the members of our Compensation Committee is an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and satisfies independence requirements under Nasdaq Rules. The functions of this committee include, among other things:

• reviewing, modifying and approving (or if it deems appropriate, making recommendations to the full Board regarding) our overall compensation strategy and policies;

• reviewing and approving the compensation, the performance goals and objectives relevant to the compensation, and other terms of employment of our executive officers;

• reviewing and approving (or if it deems appropriate, making recommendations to the full Board regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs;

• reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;

• reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC; and

• preparing the report that the SEC requires in our annual proxy statement.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee (“Nominating Committee”) consists of Timothy Ramdeen, who is the chair of the committee, James Sapirstein, Simon Tarsh and Vuk Jeremić. Our Board has determined that each of the members of this committee satisfies the Nasdaq Marketplace Rules independence requirements. The functions of this committee include, among other things:

• identifying, reviewing and evaluating candidates to serve on our Board consistent with criteria approved by our Board;

• evaluating director performance on the Board and applicable committees of the Board and determining whether continued service on our Board is appropriate;

• evaluating, nominating and recommending individuals for membership on our Board; and

• evaluating nominations by stockholders of candidates for election to our Board.

Board Leadership Structure and Role in Risk Oversight

Our Board is free to select the Chairman of the Board and the Chief Executive Officer in a manner that it considers to be in the best interests of the Company at the time of selection. Currently, Mr. Joseph Hernandez serves as our Chief Executive Officer and executive chairman. Four of our five members of our Board (Messrs. Sapirstein, Tarsh, Jemerić and Ramdeen) have been deemed to be “independent” under Nasdaq standards by the Board, which we believe provides sufficient independent oversight of our management.

Our Board as a whole, and also at the committee level, plays an active role overseeing the overall management of our risks. Our Audit Committee reviews risks related to financial and operational items with our management and our independent registered public accounting firm. Our Board is in regular contact with our Chief Executive Officer, who reports directly to the Board and supervises day-to-day risk management.

We face a number of risks as described in our filings with the SEC. Our Board believes that risk management is an important part of establishing, updating and executing on our business strategy. Our Board has oversight responsibility relating to risks that could affect the corporate strategy, business objectives, compliance, operations, and the financial condition and performance of the Company. Our Board focuses its oversight on the most significant risks facing us and our processes to identify, prioritize, assess, manage and mitigate those risks. Our Board receives regular reports from members of our senior management on areas of material risk to us, including strategic, operational, financial, legal and regulatory risks. While our Board has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on us.

Attendance

During fiscal year 2022, exclusive of action by unanimous written consent:

• the Board held 10 meetings

• the Audit Committee held 6 meetings

• the Compensation Committee held 7 meetings

• the Nominating Committee held 6 meetings

Each director attended at least 75% of the Board and committee meetings that they were eligible to attend during fiscal year 2022.

Audit Committee Report

The Audit Committee operates pursuant to a charter which will be reviewed annually by the audit committee. Additionally, a brief description of the primary responsibilities of the audit committee is included in this Proxy Statement under the discussion of “Committees of the Board of Directors — Audit Committee.” Under the Audit Committee’s charter, management is responsible for the preparation, presentation and integrity of the Company’s financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States.

In the performance of its oversight function, the Audit Committee reviewed and discussed with management and Mayer Hoffman McCann P.C., as the Company’s independent registered public accounting firm, the Company’s audited financial statements for the fiscal year ended December 31, 2022. The Audit Committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee received and reviewed the written disclosures and the letters from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB regarding such independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the Company’s independent registered public accounting firm their independence from the Company.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC.

		Submitted by the Audit Committee of the Board of Directors:
		Simon Tarsh (Chair) Timothy Ramdeen James Sapirstein

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Related Person Transaction Approval Policy

All transactions since our initial public offering between us and our officers, directors or five percent stockholders, and respective affiliates have been and will be on terms no less favorable than could be obtained from unaffiliated third parties and have been and will be approved by a majority of our independent directors who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.

To the best of our knowledge, during the past two fiscal years, other than as set forth below, there were no material transactions, or series of similar transactions, or any currently proposed transactions, or series of similar transactions, to which we were or are to be a party, in which (i) the amount involved exceeded or will exceed the lesser of $120,000 of one percent (1%) of our average total assets at year-end for the last two completed fiscal years and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, any of the foregoing persons, who had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other similar arrangements, which are described under “Executive Compensation” and “Director Compensation.”

Agreement with Blue Water Real Estate Holdings

We leased office space beginning in November 28, 2018 from Blue Water Real Estate Holdings, Inc., an affiliate of Joseph Hernandez, our Chief Executive Officer. Rental expense recorded for the year ended December 31, 2021 was approximately $26,000. This lease was terminated on March 31, 2021; however, the Company did not vacate the premises until May 26, 2021. As of the date hereof, we have no outstanding obligations under this agreement.

Consulting Agreement with Joseph Hernandez

On October 22, 2018, we entered into a consulting agreement (the “Consulting Agreement”) with Joseph Hernandez, our Chief Executive Officer. Pursuant to the Consulting Agreement, Joseph Hernandez provides us with consulting services, and we are required to pay him an aggregate amount of $1.68 million during the term of the agreement, in monthly payments of $35,000. The Consulting Agreement was to be effective through November 1, 2022 and cancellable by either party with 90 days written notice. During the years ended December 31, 2022 and 2021, the Company incurred approximately $63,000 and $435,000, respectively, in fees under the consulting agreement. The Consulting Agreement became null and void upon the consummation of our initial public offering.

Lease Agreement

On February 28, 2022, the Company entered into a short-term lease in Palm Beach, Florida with an unrelated party, with a commencement date of May 1, 2022, for approximately $14,000 per month. The lease term ends on April 30, 2023 and is personally guaranteed by Joseph Hernandez, our Chief Executive Officer. During the year ended December 31, 2022, the Company incurred rent expense on this lease of approximately $129,000, and variable lease expense of approximately $12,000.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth total compensation paid to our named executive officers for the years ended December 31, 2022 and 2021. Individuals we refer to as our “named executive officers” include our Chief Executive Officer and our two additional most highly compensated executive officers whose salary and bonus for services rendered in all capacities exceeded $100,000 during the fiscal year ended December 31, 2022 and our one additional most highly compensated executive officer whose salary and bonus for services rendered in all capacities exceeded $100,000 during the fiscal year ended December 31, 2021.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Joseph Hernandez	2022	569,138	437,500	696,738	—	—	—	1,703,376
Chief Executive Officer	2021	420,000	210,000	—	—	—	—	630,000

Jon Garfield	2022	369,750	174,000	359,309	—	—	—	903,059
Chief Financial Officer	2021	—	—	—	—	—	—	—

Erin Henderson	2022	296,905	230,000	706,449	—	—	—	1,233,354
Chief Business Officer and Corporate Secretary	2021	120,000	51,173	—	—	—	—	171,173

____________

(1) This figure represents the aggregate grant date fair value of stock options granted in the fiscal year, computed in accordance with the provisions of FASB ASC 718. Assumptions used in the calculation of these amounts are included in the notes to our financial statements included elsewhere in this Report. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

Executive officers are also eligible for bonuses in cash (according to targets as set forth in their employment agreements summarized below) and equity, as determined by the Compensation Committee. Cash bonus compensation to executive officers will be determined by our Compensation Committee based on factors it deems appropriate, including, without limitation, the achievement of specific performance targets. The Compensation Committee adopts goals and objectives for the fiscal year to be used as a guide when determining annual bonus payments to executive officers after the end of the fiscal year. Such goals may be Company-wide or specific to each officer. The Compensation Committee reviews the performance of the Company relative to those goals and objectives, and the contribution of each executive officer to such performance at the end of the fiscal year and/or otherwise and considers them as some of the factors when determining the amounts of annual and/or other bonuses to be awarded to executive officers. The Compensation Committee may consider one-time bonuses for executive officers upon completion of extraordinary events. In addition, the Committee will consider grants of equity to executive officers on an annual basis to incentivize officers and align their interests with those of the Company’s stockholders.

Employment Agreements of Executive Officers

We have entered into various employment agreements with certain of our executive officers. Set forth below is a summary of many of the material provisions of such agreements, which summaries do not purport to contain all of the material terms and conditions of each such agreement.

Joseph Hernandez

Effective upon the closing of our initial public offering, we entered into an employment agreement with Mr. Hernandez, pursuant to which he is employed as the Chief Executive Officer of the Company, which superseded Mr. Hernandez’s prior consulting agreement with the Company. The employment agreement provides for an annual base salary, subject to annual increases in the discretion of our Compensation Committee, the Company, and an annual performance bonus. Pursuant to the employment agreement, following the completion of our initial public offering, Mr. Hernandez’s base salary is $595,000. The annual performance bonus will be up to 50% of annual base salary (the “CEO Target Annual Bonus”), with the actual bonus being based upon the level of achievement of annual Company and individual performance objectives for such fiscal year, as determined by our compensation committee.

In the event that Mr. Hernandez’s employment is terminated by the Company without cause (as defined in the employment agreement), or if Mr. Hernandez terminates his employment for “Good Reason” (as defined in the employment agreement), in addition to accrued unpaid salary, reimbursements and vacation days, he will be entitled to certain severance payments and benefits, including: (i) any unpaid annual bonus in respect of any completed fiscal year that has ended prior to the date of such termination; (ii) subject to certain conditions set forth in the employment agreement, an amount equal to (A) the CEO Target Annual Bonus otherwise for the fiscal year in which such termination occurred, assuming Mr. Hernandez had remained employed through the applicable payment date, multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is 365 (or 366, as applicable); (iii) a payment equal to twelve (12) months of his base salary; and (iv) payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage for eighteen months following his termination. The employment agreement also provides that if a change in control (as defined in the employment agreement) occurs, and during the period commencing three months prior to a change in control and ending on the eighteen (18)-month anniversary of the change in control, Mr. Hernandez is terminated without cause or he resigns for good reason, Mr. Hernandez will be entitled to (i) any unpaid annual bonus in respect of any completed fiscal year that has ended prior to the date of such termination; (ii) subject to certain conditions set forth in the employment agreement, an amount equal to (A) the CEO Target Annual Bonus otherwise for the fiscal year in which such termination occurred, assuming Mr. Hernandez had remained employed through the applicable payment date, multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is 365 (or 366, as applicable); (iii) severance of 18 months’ salary; and (iv) payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage for eighteen months following his termination. Additionally, any unvested portion of the equity awards held subject to time-vesting held by Mr. Hernandez will automatically vest.

The employment agreement is governed by the laws of the State of Ohio and contains non-solicitation and non-competition covenants (each of which remains in effect during the term of employment and for six months following termination of employment) and confidentiality, trade secrets and assignment of intellectual property clauses.

Pursuant to the non-solicitation and non-competition covenants, Mr. Hernandez has agreed to not directly or indirectly solicit any comparable business from a broad category of customers, request or advise customers to curtail, cancel, or withdraw its business from Blue Water Biotech, Inc., aid any other entity in obtaining business from customers that is comparable or similar to any products or services provided by Blue Water Biotech, Inc., or otherwise interfere with any transaction, agreement, business relationship, and/or business opportunity between Blue Water Biotech, Inc. and any customer or potential customer of the Company.

During the term of employment and for a period of six months after termination, Mr. Hernandez is prohibited from recruiting, encouraging, soliciting, or inducing, or in any manner attempting to recruit, encourage, solicit, or induce, any person employed by or engaged by Blue Water Biotech, Inc. or its subsidiaries to terminate such Person’s employment or services (or in the case of a consultant, materially reducing such services) with Blue Water Biotech, Inc. or its subsidiaries, hiring, or engaging any individual who was employed by or providing services to Blue Water Biotech, Inc. or its subsidiaries within the six (6) month period prior to the date of such hiring or engagement, or encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any current or prospective client, customer, licensee, supplier, or other business relation of Blue Water Biotech, Inc. or its subsidiaries, or any such relation that was a client, customer, licensee or other business relationship within the prior six (6) month period to cease doing business with or reduce the amount of business conducted with Blue Water Biotech, Inc. or its subsidiaries, or in any way interfering with the relationship between any such party and Blue Water Biotech, Inc. or its subsidiaries.

Jon Garfield

Effective upon the closing of our initial public offering, we entered into an employment agreement with Mr. Garfield, pursuant to which he is employed as the Chief Financial Officer of the Company. The employment agreement provides for an annual base salary, subject to annual increases in the discretion of our compensation committee, the Company, and an annual performance bonus. Pursuant to the employment agreement, following the completion of our initial public offering, Mr. Garfield’s base salary is $435,000. The annual performance bonus will be up to 50% of annual base salary (the “CFO Target Annual Bonus”), with the actual bonus being based upon the level of achievement of annual Company and individual performance objectives for such fiscal year, as determined by our compensation committee.

In the event that Mr. Garfield’s employment is terminated by the Company without cause (as defined in the employment agreement), or if Mr. Garfield terminates his employment for “Good Reason” (as defined in the employment agreement), in addition to accrued unpaid salary, reimbursements and vacation days, he will be entitled to certain severance payments and benefits, including: (i) any unpaid annual bonus in respect of any completed fiscal year that has ended prior to the date of such termination; (ii) subject to certain conditions set forth in the employment agreement, an amount equal to (A) the CFO Target Annual Bonus otherwise for the fiscal year in which such termination occurred, assuming Mr. Garfield had remained employed through the applicable payment date, multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is 365 (or 366, as applicable); (iii) a payment equal to twelve (12) months of his base salary; and (iv) payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage for eighteen months following his termination. The employment agreement also provides that if a change in control (as defined in the employment agreement) occurs, and during the period commencing three months prior to a change in control and ending on the eighteen (18)-month anniversary of the change in control, Mr. Garfield is terminated without cause or he resigns for good reason, Mr. Garfield will be entitled to (i) any unpaid annual bonus in respect of any completed fiscal year that has ended prior to the date of such termination; (ii) subject to certain conditions set forth in the employment agreement, an amount equal to (A) the CFO Target Annual Bonus otherwise for the fiscal year in which such termination occurred, assuming Mr. Garfield had remained employed through the applicable payment date, multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is 365 (or 366, as applicable); (iii) severance of 18 months’ salary; and (iv) payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage for eighteen months following his termination. Additionally, any unvested portion of the equity awards held subject to time-vesting held by Mr. Garfield will automatically vest.

The employment agreement is governed by the laws of the State of Ohio and contains non-solicitation and non-competition covenants (each of which remains in effect during the term of employment and for six months following termination of employment) and confidentiality, trade secrets and assignment of intellectual property clauses.

Pursuant to the non-solicitation and non-competition covenants, Mr. Garfield has agreed to not directly or indirectly solicit any comparable business from a broad category of customers, request or advise customers to curtail, cancel, or withdraw its business from Blue Water Biotech, Inc., aid any other entity in obtaining business from customers that is comparable or similar to any products or services provided by Blue Water Biotech, Inc. or otherwise interfere with any transaction, agreement, business relationship, and/or business opportunity between Blue Water Biotech, Inc. and any customer or potential customer of the Company.

During the term of employment and for a period of six months after termination, Mr. Garfield is prohibited from recruiting, encouraging, soliciting, or inducing, or in any manner attempting to recruit, encourage, solicit, or induce, any person employed by or engaged by Blue Water Biotech, Inc. or its subsidiaries to terminate such Person’s employment or services (or in the case of a consultant, materially reducing such services) with Blue Water Biotech, Inc. or its subsidiaries, hiring, or engaging any individual who was employed by or providing services to Blue Water Biotech, Inc. or its subsidiaries within the six (6) month period prior to the date of such hiring or engagement, or encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any current or prospective client, customer, licensee, supplier, or other business relation of Blue Water Biotech, Inc. or its subsidiaries, or any such relation that was a client, customer, licensee or other business relationship within the prior six (6) month period to cease doing business with or reduce the amount of business conducted with Blue Water Biotech, Inc. or its subsidiaries, or in any way interfering with the relationship between any such party and Blue Water Biotech, Inc. or its subsidiaries.

Erin Henderson

Effective upon the closing of our initial public offering, we entered into an employment agreement with Ms. Henderson, pursuant to which she is employed as the Chief Business Officer of the Company. The employment agreement provides for an annual base salary, subject to annual increases in the discretion of our compensation committee, the Company, and an annual performance bonus. Pursuant to the employment agreement, following the completion of our initial public offering, Ms. Henderson’s base salary is $325,000. The annual performance bonus will be up to 40% of annual base salary (the “CBO Target Annual Bonus”), with the actual bonus being based upon the level of achievement of annual Company and individual performance objectives for such fiscal year, as determined by our compensation committee.

In the event that Ms. Henderson’s employment is terminated by the Company without cause (as defined in the employment agreement), or if Ms. Henderson’s terminates her employment for “Good Reason” (as defined in the employment agreement), in addition to accrued unpaid salary, reimbursements and vacation days, she will be entitled to certain severance payments and benefits, including: (i) any unpaid annual bonus in respect of any completed fiscal year that has ended prior to the date of such termination; (ii) subject to certain conditions set forth in the employment agreement, an amount equal to (A) the CBO Target Annual Bonus otherwise for the fiscal year in which such termination occurred, assuming Ms. Henderson had remained employed through the applicable payment date, multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is 365 (or 366, as applicable); (iii) a payment equal to nine (9) months of her base salary; and (iv) payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage for eighteen months following her termination. The employment agreement also provides that if a change in control (as defined in the employment agreement) occurs, and during the period commencing three months prior to a change in control and ending on the eighteen (18)-month anniversary of the change in control, Ms. Henderson is terminated without cause or resigns for good reason, Ms. Henderson will be entitled to (i) any unpaid annual bonus in respect of any completed fiscal year that has ended prior to the date of such termination; (ii) subject to certain conditions set forth in the employment agreement, an amount equal to (A) the CBO Target Annual Bonus otherwise for the fiscal year in which such termination occurred, assuming Ms. Henderson had remained employed through the applicable payment date, multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is 365 (or 366, as applicable); (iii) severance of 12 months’ salary; and (iv) payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage for nine months following her termination. Additionally, any unvested portion of the equity awards held subject to time-vesting held by Ms. Henderson will automatically vest.

The employment agreement is governed by the laws of the State of Ohio and contains non-solicitation and non-competition covenants (each of which remains in effect during the term of employment and for six months following termination of employment) and confidentiality, trade secrets and assignment of intellectual property clauses.

Pursuant to the non-solicitation and non-competition covenants, Ms. Henderson has agreed to not directly or indirectly solicit any comparable business from a broad category of customers, request or advise customers to curtail, cancel, or withdraw its business from Blue Water Biotech, Inc., aid any other entity in obtaining business from customers that is comparable or similar to any products or services provided by Blue Water Biotech, Inc. or otherwise interfere with any transaction, agreement, business relationship, and/or business opportunity between Blue Water Biotech, Inc. and any customer or potential customer of the Company.

During the term of employment and for a period of six months after termination, Ms. Henderson is prohibited from recruiting, encouraging, soliciting, or inducing, or in any manner attempting to recruit, encourage, solicit, or induce, any person employed by or engaged by Blue Water Biotech, Inc. or its subsidiaries to terminate such Person’s employment or services (or in the case of a consultant, materially reducing such services) with Blue Water Biotech, Inc. or its subsidiaries, hiring, or engaging any individual who was employed by or providing services to Blue Water Biotech, Inc. or its subsidiaries within the six (6) month period prior to the date of such hiring or engagement, or encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any current or prospective client, customer, licensee, supplier, or other business relation of Blue Water Biotech, Inc. or its subsidiaries, or any such relation that was a client, customer, licensee or other business relationship within the prior six (6) month period to cease doing business with or reduce the amount of business conducted with Blue Water Biotech, Inc. or its subsidiaries, or in any way interfering with the relationship between any such party and Blue Water Biotech, Inc. or its subsidiaries.

Potential Payments Upon Termination or Change-in-Control

See “Employment Agreements of Executive Officers” above.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2022. Each of the awards set forth in the table below was granted under our 2019 Equity Incentive Plan or the 2022 Plan.

Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date
Joseph Hernandez	5/4/2022	(1)	200,000	—	6.45	5/4/2032

Jon Garfield	5/4/2022	(2)	23,041	64,832	6.45	5/4/2032
	5/4/2022	(3)	8,209	3,918	6.45	5/4/2032

Erin Henderson	4/2/2020	(4)	4,780	11,496	0.01	3/2/2030
	5/4/2022	(5)	15,693	61,752	6.45	5/4/2032
	5/4/2022	(6)	122,555	0	6.45	5/4/2032

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(1) These options vested and became exercisable as follows (i) 174,972 options vested immediately upon grant; (ii) 4,171 options vested at the end of each calendar month from the date of issuance through September 30, 2022 and (iii) the remaining 4,173 options vested on October 31, 2022.

(2) These non-qualified options vest and become exercisable as follows: 23,041 of the options vested on September 15, 2022 and the remainder of the options vest in equal monthly installments commencing on January 15, 2023 through September 15, 2025, subject to continued service through each such vesting date.

(3) These non-qualified options vest and become exercisable as follows: 1,959 on September 15, 2022, 2,083 on October 15, 2022, 2,083 on November 15, 2022, 2,084 on December 15, 2022, 1,959 on December 15, 2023, and 1,959 on December 15, 2024, subject to continued service through each such vesting date.

(4) These incentive options vests and become exercisable as follows: 11,480 of the options vested on December 31, 2020, and the remainder vest monthly thereafter in equal monthly installments through December 31, 2023, subject to continued service through each such vesting date.

(5) These incentive and non-qualified options vest and become exercisable as follows: (i) 15,693 options vested immediately upon grant; (ii) 1,306 options vest at the end of each calendar month from January 1, 2023 through December 31, 2023 and (iii) 1,920 options vest at the end of each calendar month thereafter through December 31, 2025.

(6) These non-qualified options vest and become exercisable as follows: 112,107 options vested immediately upon grant and 1,306 options vest at the end of each calendar month commencing on May 31, 2022 through December 31, 2022.

Stock Option Exercises

The following table provides information as of December 31, 2022, regarding the exercise of stock options granted to named executive officers.

		BY ORDER OF THE BOARD OF DIRECTORS,
		/s/ Joseph Hernandez
		Joseph Hernandez
		Chairman and Chief Executive Officer
		Blue Water Biotech, Inc.

SEC Form DEF 14A filed by Blue Water Biotech Inc.