Forward-Looking Statements

This Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 12E of the Securities Exchange Act of 1934, including or related to our future results, certain projections and business trends. Assumptions relating to forward-looking statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. When used in this Report, the words "estimate," "project," "intend," "believe," "expect" and similar expressions are intended to identify forward-looking statements. Although we believe that assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate, and we may not realize the results contemplated by the forward-looking statement. Management decisions are subjective in many respects and susceptible to interpretations and periodic revisions based on actual experience and business developments, the impact of which may cause us to alter our business strategy or capital expenditure plans that may, in turn, affect our results of operations. In light of the significant uncertainties inherent in the forward-looking information included in this Report, you should not regard the inclusion of such information as our representation that we will achieve any strategy, objective or other plans. The forward-looking statements contained in this Report speak only as of the date of this Report as stated on the front cover, and we have no obligation to update publicly or revise any of these forward-looking statements. These and other statements which are not historical facts are based largely on management's current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by such forward-looking statements. These risks and uncertainties include, among others, the failure to successfully develop a profitable business, delays in identifying customers, and the inability to retain a significant number of customers, as well as the risks and uncertainties described in "Risk Factors" section to our Annual Report for the fiscal year ended December 31, 2020.





Objective


The objective of our Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is to provide users of our financial statements with the following:





    ·   A narrative explanation from the perspective of management of our
        financial condition, results of operations, cash flows, liquidity and
        certain other factors that may affect future results;




  · Useful context to the financial statements; and




    ·   Information that allows assessment of the likelihood that past performance
        is indicative of future performance.



Our MD&A is provided as a supplement to, and should be read together with, our unaudited financial statements for the three months ended March 31, 2021 and 2020, included in Part I, Item 1 of this Form 10-Q and our audited financial statements included in Part II, Item 7 of our Form 10-K for the year ended December 31, 2020.





Overview


Health Discovery Corporation (the "Company") is a pattern recognition company that uses advanced mathematical techniques to analyze large amounts of data to uncover patterns that might otherwise be undetectable. We operate primarily in the field of molecular diagnostics where such tools are critical to scientific discovery. The terms artificial intelligence ("AI") and machine learning are sometimes used to describe pattern recognition tools.











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Our principal asset is our intellectual property, which includes advanced mathematical algorithms called Support Vector Machines ("SVM"), as well as biomarkers that we discovered by applying our SVM techniques to complex genetic and proteomic data. Biomarkers are biological indicators or genetic expression signatures of certain disease states. Our intellectual property is protected by 21 patents that have been issued or are currently pending around the world. While our historical foundation lies in the molecular diagnostics field, where we have made a number of discoveries that play a role in developing more personalized approaches to the diagnosis and treatment of certain diseases, our SVM assets in particular have broad applicability in many other fields. Intelligently applied, our pattern recognition technology can be a portal between enormous amounts of otherwise undecipherable data and truly meaningful discovery.

Our business model has evolved over time to respond to business trends that intersect with our technological expertise and our capacity to professionally manage these opportunities. Today, our commercialization efforts include utilization of our discoveries and knowledge to help develop diagnostic and prognostic predictive tests; licensing of the SVM technologies directly to diagnostic companies; and the potential formation of new ventures with domain experts in other fields where our pattern recognition technology holds commercial promise.

The Company markets its technology and related developmental expertise to prospects in the healthcare, biotech, and life sciences industries. Given the scope of some of these prospects, the sales cycle can be quite long, but management believes that these marketing efforts may produce favorable results in the future.

Intellectual Property Developments and Patent Defense Matters

As previously disclosed in our 2020 Form 10-K, the United States Patent and Trademark Office ("USPTO") has issued a Notice of Allowance of Patent Application Number 14/754,434 covering the four-gene prostate cancer test developed using the Company's proprietary SVM-RFE technology. The allowed claims cover a method for screening for and treating prostate cancer by measuring expression levels of the four genes within a patient sample compared to one or more reference genes and generating a prediction score based on the averaged relative expression levels. This Notice of Allowance is important after encountering the significant barriers to patenting of biomarkers that had been raised by the U.S. Supreme Court's controversial decisions in Mayo Collaborative Services v. Prometheus Laboratories and Association for Molecular Pathology v. Myriad Genetics. This Biomarker Patent complements the Company's already issued European Patent that covers similar claims.

We believe that this patent demonstrates the ability of the Company's proprietary technology in the discovery and validation of biomarkers for diseases. We believe this same method can be applied to numerous different diseases and will explore opportunities with partners to deploy these same methods using our proprietary technology in biomarker discovery.

We hold the exclusive rights to 20 issued U.S. patents covering uses of SVM technology for discovery of knowledge from large data sets. The Company also has 1 pending U.S. patent application covering uses of the SVM technology as well as diagnostic methods that have been discovered using the SVM technology.





Intel Matter


As previously disclosed in September 2016, the USPTO had declared an Interference between the Company's SVM-RFE Patent application and Intel Corporation's Patent No. 7,685,077, entitled "Recursive Feature Eliminating Method based on a Support Vector Machine". The Interference was an administrative proceeding within the USPTO used to determine which party was the first to invent an invention that was claimed in two (or more) independently owned patent applications. Subsequently, on February 27, 2019, the USPTO ruled in favor of the Company on the SVM-RFE Patent application. The Patent Trial and Appeal Board ("PTAB") of the USPTO issued its decision, finding that the Company is entitled to claim exclusive ownership rights to the SVM-RFE technology as set forth in the SVM-RFE Patent application that was filed to provoke the Interference. The decision ordered Intel Corporation's Patent No. 7,685,077 to be cancelled. The decision also dismissed Intel Corporation's motions challenging the validity of the Company's pending claims and issued patents covering SVM-RFE.









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In September 2019, the USPTO issued U.S. Patent No. 10,402,685 ("SVM-RFE Patent") for the Company's patent application covering SVM-RFE. The Company now owns four patents in the United States and five international patents related to SVM-RFE and is the sole owner of all patents related to SVM-RFE. Furthermore, the USPTO granted a Patent Term Adjustment ("PTA") to the SVM-RFE Patent. The PTA is 1,785 days (almost 5 years), which is added to the normal 20-year-from-filing patent term. The USPTO granted this adjustment to offset delays that occurred within the USPTO during the examination process and interference proceedings. This means the SVM-RFE Patent term has been extended from August 7, 2020 to June 7, 2025.

As a result of the issuance of the SVM-RFE Patent, the Company now has the right to exclude others from developing, commercializing or licensing this patented technology without the uncertainty of the Interference or concerns over the ownership of the SVM-RFE patents. On July 23, 2020, the Company filed a patent infringement lawsuit against Intel. This infringement suit pertains to our SVM-RFE. The lawsuit was filed in the United States District Court for the Western District of Texas, Waco Division.

On February 27, 2021, Intel filed a Petition for Inter Partes Review ("IPR") of the Company's SVM-RFE with the PTAB of the USPTO. The Company is currently in the process of evaluating the IPR and formulating a response.





COVID-19


In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic. The COVID-19 pandemic is having widespread, rapidly evolving and unpredictable impacts on global society, economies, financial markets and business practices. Federal and state governments have implemented measures in an effort to contain the virus, including social distancing, travel restrictions, border closures, limitations on public gatherings, work from home, and closure of non-essential businesses. The COVID-19 pandemic has impacted and may continue to impact our business operations, including our employees, customers, and communities, and there is substantial uncertainty in the nature and degree of its continued effects over time.

The intense focus on COVID-19 has also led to the suspension of clinical trials and research projects relating to other conditions, which may impact our ability to form new contractual arrangements to exploit our technology. While the potential economic impact brought by and the duration of the pandemic may be difficult to assess or predict, it has already caused, and is likely to result in further, significant disruption of global financial markets, which may reduce our ability to access capital either at all or on favorable terms. In addition, a recession, depression or other sustained adverse market event resulting from the spread of the coronavirus could materially and adversely affect our business and the value of our common stock.

The extent to which the COVID-19 pandemic impacts our business going forward will depend on numerous evolving factors which we cannot reasonably predict, including the duration and scope of the pandemic; governmental, business and individuals' actions in response to the pandemic; and the impact on economic activity including the possibility of recession or financial market instability. These factors may materially and adversely affect our business and financial condition.





RESULTS OF OPERATIONS



Three Months Ended March 31, 2021 Compared with Three Months Ended March 31, 2020





Operating and Other Expenses



Professional and consulting fees were $64,000 for the three months ended March 31, 2021, compared with $25,000 for the three months ended March 31, 2020. The increase was due to higher accounting fees related to the Company's filings with the Securities and Exchange Commission.











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Legal fees were $185,000 for the three months ended March 31, 2021, compared to $152,000 during the same period in 2020, due to higher expenses related to the Intel Matter, Quirk and Bear Matter and Vennwest Matter. See further discussion of legal matters in Note 10 - Commitments and Contingencies.

Compensation consists of expenses related to officer salaries and were $102,000 for the three months ended March 31, 2021, which was slightly lower compared to $106,000 for the three months ended March 31, 2020.

Other general and administrative expensesdecreased to $27,000 for the three months ended March 31, 2021, compared to $41,000 for the same period in 2020, due to lower rent in the current period. The lower rent was a result of the Company negotiating a new lease in the same location during the three months ended March 31, 2021.

Loss from Operations for the three months ended March 31, 2021 was $378,000, compared to $324,000 for the three months ended March 31, 2020, related to the increases in expenses discussed above.

Other income and expense decreased to $4,000 for the three months ended March 31, 2021, compared to $1,193,000 for the same period in 2020, due to lower expense for common stock warrants liability. The Company recorded an increase in the common stock warrants liability of $1,194,000 during the three months ended March 31, 2020. See further discussion in Note 7 - Common Stock Warrants Liability.

Net loss for the three months ended March 31, 2021 was $382,000 compared to $1,517,000 for the three months ended March 31, 2020. The higher net loss in 2020 was primarily due to the increase in the common stock warrants liability as discussed above.

Diluted loss per share was $0.001 for the three-month period ended March 31, 2021, compared to diluted loss per share of $0.004 per share in the three-month period ended March 31, 2020.

Liquidity and Capital Resources





Introduction


We have relied primarily on equity and debt financing for liquidity, and most recently, proceeds from intellectual property litigation or arbitration. The Company produced sales, licensing, and developmental revenue starting in late 2005 and must increase revenues in order to generate sufficient cash to continue operations. Our plan to have sufficient cash to support operations is comprised of:





  · generating revenue through licensing our patent portfolio;




  · providing services related to those patents;




  · protecting our proprietary technology against infringers; and




  · obtaining additional equity or debt financing.



We are pursuing licensing activity and collaborations to increase revenue. Additionally, we are evaluating options to secure funding for infringement activities to protect our proprietary technology or other forms of fund-raising either in the debt or equity markets. None of these options are definitive and there is no guarantee we will be successful in these fund-raising efforts. In addition, while the potential economic impact brought by and the duration of the COVID-19 pandemic may be difficult to assess or predict, it has already caused, and is likely to result in further, significant disruption of global financial markets, which may reduce our ability to access capital either at all or on favorable terms. At March 31, 2021, we had $731,000 in cash and total current liabilities of $753,000. We estimate cash will be depleted by the first quarter of 2022 unless we are able to increase revenues or raise additional capital.









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Short-term borrowings


Our principal commitments consist of our obligations under our operating lease which is short-term in nature. In addition, in June 2020, we settled accrued wages in the amount of $212,000 through the issuance of a convertible promissory note in the same amount with our chief executive officer. The note bears interest at an 8% annual interest rate and is convertible at the option of the holder into shares of our common stock at a conversion price of 0.0138 shares of common stock. See further discussion in Note 8 - Convertible Debt.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that provide financing, liquidity, market or credit risk support or involve leasing, hedging or research and development services for our business or other similar arrangements that may expose us to liability that is not expressly reflected in the financial statements.

Critical Accounting Policies and Estimates

Refer to Note 2 - Significant Accounting Policies.

Recent Accounting Pronouncements

Refer to Note 11 - Recent Accounting Pronouncements.

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