Company Overview

We are a pre-clinical-stage, platform technology biopharmaceutical company which has developed proprietary innovative medicines in areas of significant unmet medical needs in oncology, with a current focus on colorectal cancer ("CRC"). Our drug candidate under development for colon cancer is RCC-33, a first-in-class therapy being developed primarily in two settings: one to reduce tumor cell activity in colon cancer patients as a standalone in neoadjuvant treatment or "window of opportunity" at the time after colonoscopy, prior to cancer staging; and another for patients with refractory to therapy and adjuvant to surgery also at the time after colonoscopy. The Company hopes to start first in human Phase I/II clinical trials in 2023. Neoadjuvant treatment is the administration of a therapy before the surgical treatment to improve patient outcome, and our business strategy is to advance our programs through clinical studies including with partners, and to opportunistically add programs in areas of high unmet medical needs through acquisition, collaboration, or internal development.





Results of Operations



For the Three Months Ended February 28, 2022 and 2021





Operating Expenses


For the three months ended February 28, 2022, our total operating expenses were $730,261 compared to $667,869 for the three months ended February 28, 2021, resulting in an increase of $62,392. The increase is attributable to a total decrease of $47,774 in general administration, and sales and marketing expenses and an increase of $14,618 in research and development expenses.

We realized other loss of $508,610 for the three months ended February 28, 2022, compared to other income of $133,114 for the three months ended February 28, 2021. The increase in financial expense was mainly attributable to convertible loan valuation of $481,624 and exchange differences in total of $26,900. As a result, the net loss was $1,238,871 for the three months ended February 28, 2022, compared to a net loss of $534,755 for the three months ended February 28, 2021.





Net Loss



Net loss for the three months ended February 28, 2022 was $1,238,871 compared to net loss $534,755 for the three months ended February 28, 2021, for the reasons explained above.





Other comprehensive profit



We incurred another comprehensive loss of $366,790 for the three months ended February 28, 2022. The loss was due to a valuation of a financial asset, consisting of the Company's shares held in Sativus Inc (previously Seedo Inc), as a result; the total comprehensive loss was $1,605,661 for the three months ended February 28, 2022.









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For the Six Months Ended February 28, 2022 and 2021





Operating Expenses


For the six months ended February 28, 2022, our total operating expenses were $1,840,610 compared to $1,327,601 for the six months ended February 28, 2021, resulting in an increase of $513,009. The increase is attributable to a total increase of $492,077 in general administration, and sales and marketing expenses and increase of $20,932 in research and development expenses.

We realized finance expenses of $721,280 for the six months ended February 28, 2022, which mainly attributable to convertible loan valuation of $678,392 and exchange differences in total of $42,256 and. Compared to other income of $138,079 for the six months ended February 28, 2021. As a result, the net loss was $2,561,891 for the six months ended February 28, 2022, compared to a net loss of $1,189,522 for the six months ended February 28, 2021.





Net loss


Net loss for the six months ended February 28, 2022 was $2,561,891 compare to net loss of $1,189,522 for the six months ended February 28, 2022.





Other comprehensive profit


We incurred another comprehensive loss of $648,001 for the six months ended February 28, 2022. The loss was mainly attributable to a revaluation of a financial asset, consisting of the Company's shares held in Sativus (previously Seedo), in the total amount of $648,001 As a result; the total comprehensive loss was $3,209,892 for the six months ended February 28, 2022.

Liquidity and Capital Resources





Overview


As of February 28, 2022, we had $231,637 in cash compared to $1,386,472 on August 31, 2021. We expect to incur a minimum of $1,000,000 in expenses during the next twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees, research and development expenses, and fees payable to outside medical centers for clinical studies.









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Liquidity and Capital Resources during the Six Months Ended February 28, 2022 compared to the Six Months Ended February 28, 2021

We used cash in operations of $1,154,322 for the six months ended February 28, 2022 compared to cash used in operations of $1,294,977 for the six months ended February 28, 2021. The negative cash flow from operating activities for the six months ended February 28, 2022 is primarily attributable to the Company's net loss from operations of $2,561,891, share based compensation of $530,662, convertible loan valuation in a total of $678,391, depreciation of $102,411, a decrease in accounts payables and accrued liabilities of $36,47 and an increase of $59,688 in account receivables and prepaid expenses.

We had cash used from investing activities of $513 during the six months ended February 28, 2022, compared to cash flow from investing activities of $645,025 for the six months ended February 28, 2021. The cash used to purchase of fixed assets in the aggregate amount of $513 for the six months ended February 28, 2022, comparing to cash flow from investing activities is due to the Company's Realization of Wize Pharma Inc shares of $645,968 and its purchase of fixed assets in the aggregate amount of $943 for the six months ended February 28, 2021

We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders, issue equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.





Going Concern


Our independent auditors included an explanatory paragraph in their report on the accompanying unaudited financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Our unaudited financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our unaudited financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

There is no assurance that our operations will be profitable. Our continued existence and plans for future growth depend on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.











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Critical Accounting Policies


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 2, "Summary of Significant Accounting Policies" in our audited consolidated financial statements for the year ended August 31, 2021, included in our Annual Report on Form 10-K as filed on November 29th, 2021, for a discussion of our critical accounting policies and estimates.

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