The following discussion and analyses are intended to help you understand our financial condition and results of operations for the three and nine month periods ended September 30, 2020. You should read the following discussion and analysis together with our audited consolidated financial statements and the notes to the consolidated financial statements included under Part I, Item 1 in this report. Statements in the following discussion that are not historical in nature are forward looking statements, and inherently subject to risk. Our future financial condition and results of operations will vary from our historical financial condition and results of operations described below based on a variety of factors. You should carefully review the risks described under Part II, Item 1A and elsewhere in this report, which identify certain important factors that could cause our future financial condition and results of operations to vary from our historical operations and from our current expectations of future results.





Overview


We are a clinical stage biotechnology company focused on pre-clinical, clinical and commercialization of angiogenic gene therapy biotherapeutics for strategic niche markets, primarily for the treatment of cardiovascular disease. Our technology platform is designed to biologically activate the human body's innate angiogenic healing process to stimulate the growth of microvascular networks for patients with ischemic cardiovascular, cerebral, and other medical conditions and diseases, as well as for advanced tissue engineering applications. Historically we have developed and sold various medical devices, product candidates and products.

Our lead product candidate, Generx, is a first in class, single dose, angiogenic gene therapy product candidate that is designed to improve blood flow and to increase the supply of oxygenated blood in patients with refractory angina and myocardial ischemia due to advanced coronary artery disease. Generx has been designed to improve perfusion by promoting the formation of functional coronary collateral blood vessels within the heart through enlargement of existing arterioles (arteriogenesis) and formation on new capillary vessels (angiogenesis). This process, termed "medical revascularization," represents a fundamentally new mechanism of action that involves the stimulation of the formation of new biological structures in the heart, as opposed to currently available pharmacologic therapies, which only address the symptoms of angina, or mechanical intervention. Results from prior clinical studies demonstrate perfusion improvements with Generx similar to that achieved with coronary artery bypass surgery or stents, but in a significantly less costly and less invasive procedure.





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Our current business is focused exclusively on the development of Generx, a gene therapy product candidate targeted at men and women with advanced ischemic heart disease and refractory angina. We have received FDA approval and FAST Track Status for a Phase 3 clinical trial. We do not currently have any other products or other product candidates and have not generated any revenues from operations for the three month period ended September 30, 2020. Our operations currently comprise one segment for financial reporting purposes.





Results of Operations


For the Three Months Ended September 30, 2020 compared to the Three Months Ended September 30, 2019

The following tables sets forth our results of operations for the three-month period ended September 30, 2020 and 2019, and the relative dollar and percentage change between the two periods.





                                     Three Month Period Ended
                                           September 30,                      Change
                                      2020              2019            ($)             %
Operating Expenses                 $                 $                                         %
Research and development                66,116            61,443          4,673            7.6 %
Selling, general and
administrative                         322,583           114,047        208,536           183. %
Total Operating Expenses               388,699           175,490        213,209          121.4 %
Gain on sale of assets and
technology                                   -                 -              -              -
Loss from Operations                  (388,699 )        (175,490 )     (213,209 )        121.4 %
Other Income (expenses)                                                                        %
Gain on account payable
forgiveness                                  -            35,985        (35,985 )       (100.0 )%
Interest Expense                       (12,706 )         (10,952 )       (1,754 )         16.0 %
Total other Income (Expense)           (12,706 )          25,033        (37,739 )         (151 )%
Net income (Loss)                     (401,405 )        (150,457 )     (250,948 )          167 %
Net loss attributable to the
non-controlling interest               (40,273 )         (19,790 )      (18,165 )          103 %
Net loss attributable to the
controlling interest                  (361,132 )        (130,667 )      210,772            176 %



Research and development expenses increased by $4,673 or 7.6% for the three-month period ended September 30, 2020 compared to 2019 mainly due to a decrease in salary costs, which were offset by an increase in benefit costs for a net increase of $7,069, as the Company paid some benefits. In addition, clinical trials expenses increased by $10,104 when compared to 2019 due to costs incurred for protocol design and electronic submission of a protocol amendment related to the Generx product. These increases were offset by a decrease in research costs related with the Company's termination of it's agreement with New York University where research and development fees of $12,500 per quarter were incurred.

Selling, general and administrative expenses for the three-month period ended September 30, 2020, increased by $208,536 or 183% compared to 2019 mainly due to an increase in salary and benefits of $51,328 and an increase in professional and legal services expense of $120,022, as the Company re-engaged its regulatory compliance activities, thereby incurring legal, audit and accounting services costs.

Interest expenses increased for the three-month period ended September 30, 2020 by $1,754 compared to 2019 primarily as a result of an increase in the notes payables $120,000 received from Nostrum in January 2020, which bears an interest at 6% per annum and lease financing costs.





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For the Nine Months Ended September 30, 2020 compared to the Nine Months Ended September 30, 2019

The following tables sets forth our results of operations for the nine-month period ended September 30, 2020 and 2019, and the relative dollar and percentage change between the two periods.





                                      Nine Month Period Ended
                                           September 30,                      Change
                                      2020              2019            ($)             %
Operating Expenses                 $                 $                                         %
Research and development               161,842           185,177        (23,335 )        (12.6 )%
Selling, general and
administrative                         622,398           474,120        148,278           31.3 %
Total Operating Expenses               784,240           659,297        103,732           18.9 %
Gain on sale of assets and
technology                            (600,000 )               -              -              -
Loss from Operations                  (184,240 )        (659,297 )      475,057            (72 )%
Other Expenses                                                                                 %
Gain on account payable
forgiveness                             66,751            35,985         30,767           85.5 %
Interest Expense                       (44,555 )         (31,584 )      (12,971 )        41. 0 %
Total other Income (Expense)            22,196             4,401         17,795            404 %
Net income (Loss)                     (162,044 )        (654,896 )      492,852          (75.3 %)
Net loss attributable to the
non-controlling interest               (86,935 )         (71,490 )      (15,445 )         21.6 %
Net loss attributable to the
controlling interest                   (75,109 )        (583,406 )      508,297          (87.1 )%



Research and development expenses decreased by $23,335 or 12.6% for the nine-month period ended September 30, 2020 compared to 2019 primarily due to a decrease of $37,500 in fees due to New York University for research service as the Company terminated its agreement in 2019 in its efforts to conserve cash spending and to restructure the organization away from development of non-core products to development of its primary product, Generx. The decrease was offset by an increase in clinical trials expense $12,584, related to protocol design and electronic submission of a protocol amendment related to the Generx product.

Selling, general, and administrative expenses for nine-month period ended September 30, 2020, increased by $148,278 or 31.3% compared to 2019 primarily due to an increase related to professional and legal services as the Company re-engaged its regulatory compliance activities, thereby incurring legal, audit and accounting service costs.

Interest expense increased for the nine-month period ended September 30, 2020, by $12,971 compared to 2019 primarily as a result of an increase in the notes payables $120,000 received from Nostrum in January 2020, which bears an interest at 6% per annum and lease financing costs.





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Liquidity and Capital Resources

The following table summarizes our liquidity and working capital position at September 30, 2020 and 2019:





                                   September 30,
                                2020         2019
Cash and Cash Equivalents   $    781,571     $    37,258
Other Current Assets              19,174          16,763
Accounts Payable                 661,950       1,864,149
Other Current Liabilities      4,264,718       4,366,251
Working Capital               (4,125,923 )     (6,176469 )



The following table summarizes our operating, investing, and financing activities for the nine-month period ended September 30, 2020, and 2019:





                                                       Period ended September 30,
                                                        2020                 2019
Net cash generated from (used in) operating
activities                                         $      (795,140 )    $     (113,771 )
Net cash used in investing activities                       (3,429 )
Net cash generated from/(used in) financing
activities                                               1,579,740              68,914
Net increase/(decrease) in cash and cash
equivalents                                                781,171             (44,857 )



The $795,140 of net cash used in operating activities for the nine-month period ended September 30, 2020 was primarily due to payments being made on accounts payable, general working capital requirement and increased professional expenses to achieve compliance with its regulatory filing requirements.

Cash used in investing activities for the nine-month period ended September 30, 2020 of $3,429 related to computer equipment purchases during the quarter.

The $1,579,740 in net cash from financing activities was primarily due to our Series B Convertible Preferred Stock financing transaction, net of financing costs. In May 2020 we secured $1.7 million financing from the sale of our newly authorized Series B Convertible Preferred Stock to Nostrum. We will use the proceeds from the sale of the Series B Convertible Preferred Stock to fund working capital requirements in preparation for conducting a Phase 3 clinical trial in the U.S. for our Generx product candidate.

We anticipate that negative cash flows from operations will continue for the foreseeable future. We do not have any unused credit facilities. We have yet to generate positive cash flows from operations and are dependent on equity and debt funding to finance our operations. Our history of recurring losses and uncertainties as to whether our operations will become profitable raise substantial doubt about our ability to continue as a going concern.

As long as any shares of our Preferred Stock are outstanding, we have agreed that we will not, without the consent of the holders of two-thirds of the Series A Convertible Preferred Stock, incur indebtedness other than specified "Permitted Indebtedness", or incur any liens other than specified "Permitted Liens".

Our principal business objective is to advance our Generx product candidate through the AFFIRM Phase 3 clinical trial and to begin commercialization of Generx in the United States. In order to secure the requisite funding, we intend to sell debt or equity securities in the Company.

Subsequent to the current period ending September 30, 2020, between the period May 31, 2021 through September 30, 2021, Nostrum provided an additional $300,500 in equity capital to support the operations of the Company. In exchange for the equity financing, the Company plans to issue Nostrum shares of the Company's Series B Preferred Stock which converts into the Company's common stock at a conversion rate of $0.0113 per share. At this point, the Company's cash resources are insufficient to (1) support the Company's ongoing working capital requirements, financial obligations and outstanding agreements and (2) advance the cGMP manufacture of Generx [Ad5FGF-4], pursuant to a manufacturing agreement with Texas-based FujiFilm Diosynth Biotechnologies, as needed to initiate the previously announced Phase 3 AFFRIM clinical study.

In addition to any funding that can be provided by Nostrum, the Company will require additional financing to support its operations, which it hopes to secure through the sale of additional debt or equity securities. The Company continues to pursue alternative sources of financing, however, there are no arrangements or agreements in place for any financing at this time. We cannot provide any assurances regarding the availability or terms of any future financing at this time. Any delays in obtaining appropriate financing will impact the timing and the Company's ability to execute its strategic initiatives such as Fuji, fund its ongoing working capital requirements and financial obligations.





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Off-Balance Sheet Arrangements

As of September 30, 2020, we did not have any significant off-balance sheet debt nor did we have any transactions, arrangements, obligations (including contingent obligations) or other relationships with any unconsolidated entities or other persons that have or are reasonably likely to have a material current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenue or expenses material to investors.

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