The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and other financial information included elsewhere herein. This information should also be read in conjunction with our audited historical consolidated financial statements which are included in our Form 10-K for the fiscal year ended December 31, 2021 ("Form 10-K"). The discussion contains forward-looking statements, such as our plans, expectations and intentions (including those related to clinical trials and business and expense trends), that are based upon current expectations and that involve risks and uncertainties. Our actual results may differ significantly from management's expectations. The factors that could affect these forward-looking statements are discussed in the Risk Factors included in our Form 10-K. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any expectations expressed herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best assessment by our management.

Business Overview

We are a clinical stage biotechnology company devoted to discovering and developing innovative therapies using human parthenogenetic stem cells to treat severe diseases of the central nervous system, joints and liver. Our lead product candidate, ISC-hpNSC is designed to treat Parkinson's Disease, traumatic brain injury and ischemic stroke. ISC-hpNSC-based therapy is in phase I clinical trials for Parkinson's disease, while therapies for traumatic brain injury and ischemic stroke are in preclinical stages. We have additional product candidates in development for osteoarthritis and metabolic liver diseases. We currently intend to commercialize our products directly or through collaborations. None of our product candidates have been approved for sale in the United States or elsewhere.

Our products are based on multi-decade experience with human cell culture and a proprietary type of pluripotent stem cells, human parthenogenetic stem cells ("hpSCs"). Our hpSCs are comparable to human embryonic stem cells ("hESCs") in that they have the potential to be differentiated into many different cells in the human body. However, the derivation of hpSCs does not require the use of fertilized eggs or the destruction of viable human embryos and also offers the potential for the creation of immune-matched cells and tissues that are less likely to be rejected following transplantation. Our collection of hpSCs, known as UniStemCell™, currently consists of 15 stem cell lines. We have facilities and manufacturing protocols that comply with the requirements of Good Manufacturing Practice (GMP) standards as promulgated by the U.S. Code of Federal Regulations and enforced by the United States Food and Drug Administration ("FDA").

We have generated aggregate product sales revenues from our Biomedical and Anti-aging commercial businesses of $2.0 million and $1.8 million for the three months ended June 30, 2022 and 2021, respectively. We have generated aggregate product sales revenues from our Biomedical and Anti-aging commercial businesses of $4.0 million and $3.5 million for the six months ended June 30, 2022 and 2021, respectively. We currently have no revenue generated from our principal operations in the therapeutic market and we do not expect to generate any revenue in this market unless and until we successfully complete clinical product development and obtain regulatory approval for our product candidates.



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COVID-19 Pandemic The impact of the COVID-19 pandemic has been and will likely continue to be extensive in many aspects of society, which has resulted in and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world. Impacts to our business have included reduced occupancy of portions of our manufacturing facilities, and disruptions or restrictions on our employee's ability to travel to such manufacturing facilities, which have caused minor delays in manufacturing. Our manufacturing facilities continue to operate as they are deemed essential suppliers in accordance with laws applicable to California and Maryland. We have taken precautionary measures to better ensure the health and safety of our workers, including staggering employees' shifts and isolating at-risk employees. The scope and duration of these delays and disruptions, and the ultimate impacts of COVID-19 on our operations, are currently unknown. We are continuing to actively monitor the situation and may take further precautionary and preemptive actions as may be required by federal, state or local authorities or that we determine are in the best interests of public health and safety. We cannot predict the effects that such actions, or the impact of COVID-19 on global business operations and economic conditions, may continue to have on our business, strategy, collaborations, or financial and operating results. Market Opportunity and Growth Strategy

Therapeutic Market - Clinical Applications of hpSCs for Disease Treatments

With respect to therapeutic research and product candidates, we focus on applications where cell and tissue therapy is already proven but where there is an insufficient supply of safe and functional cells or tissue. We believe that the most promising potential clinical applications of our technology are Parkinson's disease ("PD"), traumatic brain injury ("TBI") and stroke. Using our proprietary technologies and know-how, we are creating neural stem cells from hpSCs as a potential treatment of PD, TBI and stroke.

PD: Our most advanced project is the neural stem cell program for the treatment of Parkinson's disease. In 2013, we published in Nature Scientific Reports the basis for our patent on a new method of manufacturing neural stem cells, which is used to produce the clinical-grade cells necessary for future clinical studies and commercialization. In 2014, we completed the majority of the preclinical research, establishing the safety profile of NSC in various animal species, including non-human primates. In June 2016, we published the results of a 12-month pre-clinical non-human primate study, which demonstrated the safety, efficacy and mechanism of action of the ISC- hpNSC®. In 2017, we dosed four patients in our Phase I trial of ISC-hpNSC®, human parthenogenetic stem cell-derived neural stem cells for the treatment of Parkinson's disease. We reported 12-month results from the first cohort and 6-month interim results of the second cohort at the Society for Neuroscience annual meeting (Neuroscience 2018) in November 2018. In April 2019, we announced the completion of subject enrollment, with the 12th subject receiving a transplantation of the highest dose of cells. There have been no safety signals or serious adverse effects seen to date as related to the transplanted ISC-hpNSC® cells.

We announced a successful completion of the dose escalating phase 1 clinical trial in June 2021. In terms of preliminary efficacy, where scores are compared against baseline before transplantation, we observed a potential dose-dependent response, with an apparent peak effectiveness at our middle dose. The % OFF-Time, which is the time during the day when levodopa medication is not performing optimally and PD symptoms return, decreased an average 47% from the baseline at 12 months post transplantation in cohort 2. This trend continued through 24 months where the % OFF-Time in the second cohort dropped by 55% from the initial reading. The same was true for % ON-Time without dyskinesia, which is the time during the day when levodopa medication is performing optimally without dyskinesia. The % ON-Time increased an average of 42% above the initial evaluation at 12 months post-transplantation in the second cohort.

Stroke: In August 2014, we announced the launch of a stroke program, evaluating the use of ISC-hpNSC® transplantation for the treatment of ischemic stroke using a rodent model of the disease. The Company has a considerable amount of safety data on ISC-hpNSC® from the Parkinson's disease program and, as there is evidence that transplantation of ISC-hpNSC® may improve patient outcomes as an adjunctive therapeutic strategy in stroke, having a second program that can use this safety dataset is therefore a logical extension. In 2015, the Company together with Tulane University demonstrated that NSC can significantly reduce neurological dysfunction after a stroke in animal models.

TBI: In October 2016, we announced the results of the pre-clinical rodent study, evaluating the use of ISC-hpNSC® transplantation for the treatment of TBI. The study was conducted at the University of South Florida Morsani College of Medicine. We demonstrated that animals receiving injections of ISC-hpNSC® displayed the highest levels of improvements in cognitive performance and motor coordination compared to vehicle control treated animals. In February 2019, we published the results of the pre-clinical study in Theranostics, a prestigious peer-reviewed medical journal. The publication titled, "Human parthenogenetic neural stem cell grafts promote multiple regenerative processes in a traumatic brain injury model," demonstrated that the clinical-grade



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neural stem cells used in our Parkinson's disease clinical trial, ISC-hpNSC®, significantly improved TBI-associated motor, neurological, and cognitive deficits without any safety issues.

Anti-Aging Cosmetic Market - Skin Care Products

Our wholly-owned subsidiary Lifeline Skin Care, Inc. ("LSC") develops, manufactures and sells anti-aging skin care products based on two core technologies: encapsulated extract derived from hpSC and specially selected targeted small molecules. LSC's products include:

ProPlus Advanced Defense ComplexProPlus Advanced Recovery ComplexProPlus Eye Firming ComplexProPlus Neck Firming Complex


  • ProPlus Advanced Aquoues Treatment


  • ProPlus Collagen Booster (Advanced Molecular Serum)


  • ProPlus Elastin Booster


  • ProPlus Brightening Toner

LSC's products are regulated as cosmetics. LSC's products are sold domestically through a branded website, Amazon, and ecommerce partners.

Biomedical Market - Primary Human Cell Research Products

Our wholly-owned subsidiary Lifeline Cell Technology, LLC ("LCT") develops, manufactures and commercializes approximately 200 human cell culture products, including frozen human "primary" cells and reagents (called "media"), which are needed to grow, maintain and differentiate the cells. LCT's scientists have used a standardized, methodical, scientific approach to basal medium optimization to systematically produce optimized products designed to culture specific human cell types and to elicit specific cellular behaviors. These techniques can also be used to produce products that do not contain non-human animal proteins, a feature desirable to the research and therapeutic markets. Each LCT cell product is quality tested for the expression of specific markers (to assure the cells are the correct type), proliferation rate, viability, morphology and absence of pathogens. Each cell system also contains associated donor information and all informed consent requirements are strictly followed. LCT's research products are marketed and sold by its internal sales force, OEM partners and LCT brand distributors in Europe and Asia.

Results of Operations

Comparison of the Three Months Ended June 30, 2022 and 2021

The following table summarizes our results of operations for the three months ended June 30, 2022 and 2021:



                                       Three Months Ended June 30,
                             2022        2021        $ Change       % Change
                                          (dollar in thousands)
Product sales, net          $ 2,027     $ 1,833     $      194             11 %
Cost of sales                   718         770            (52 )           -7 %
As a % of revenues               35 %        42 %
Research and development         83         113            (30 )          -27 %
Selling and marketing           323         349            (26 )           -7 %
General and administrative      872       1,007           (135 )          -13 %
Other income (expense), net     (33 )       622           (655 )         -105 %
Net income (loss)           $    (2 )   $   216     $     (218 )         -101 %
As a % of revenues                0 %        12 %


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Product sales, net

Product sales revenue for the three months ended June 30, 2022 was $2.0 million, compared to $1.8 million for the three months ended June 30, 2021. The increase of $194 thousand, or 11%, was primarily attributable to an increase of approximately $302 thousand in our OEM Cells and OEM Media product sales net of discounts offset in party by decreases in non-OEM sales in our Biomedical market segment. This increase in sales is primarily due to the restrictions of COVID easing, which allow for a general return to the types of research that these products are used in. These increases were offset by decreases in sales of our skin care products of approximately $108 thousand as a result of decreased sales related to the professional line of anti-aging products being discontinued, resulting in only one line and less demand.

Cost of sales

Cost of sales for the three months ended June 30, 2022 was $718 thousand, compared to $770 thousand for the three months ended June 30, 2021. The decrease of $52 thousand, or 7%, was primarily attributable to a $98 thousand increase in costs as a result of an increase in product sales (including shipping) and a $22 thousand increase for inventory transactions, offset by an approximately $173 thousand decrease in unfavorable manufacturing variances and increased absorption from that of the comparative period due to increased customer demand. Profit margins have increased approximately 7% for the three months ended June 30, 2022, as compared to the three months ended June 30, 2021. This is largely a result of cost savings measures taken previously to address rising raw materials and labor-related costs as well as increased sales volume.

Cost of sales consists primarily of salaries and benefits associated with employee efforts expended directly on the production of the Company's products, as well as related direct materials, general laboratory supplies and an allocation of overhead. We aim to continue to refine our manufacturing processes and supply chain management to improve the cost of sales as a percentage of revenue for both LCT and LSC.

Research and development expenses

Research and development expenses for the three months ended June 30, 2022 was $83 thousand, compared to $113 thousand for the three months ended June 30, 2021. The decrease of $30 thousand, or 27%, was primarily attributable to a $45 thousand net decrease as a result of a decreased use of consultants, offset by increased personnel and stock-based compensation costs. There were also net decreases of approximately $44 thousand related to supplies, facilities and licensing. These decreases were offset by a decrease in the Australian R&D tax credit of $33 thousand as well as a $26 thousand increase in general lab expenses.

Our research and development efforts are primarily focused on the development of treatments for Parkinson's disease, traumatic brain injury and stroke. These projects are long-term investments that involve developing both new stem cell lines and new differentiation techniques that can provide higher purity populations of functional cells. Research and development expenses are expensed as incurred and are accounted for on a project-by-project basis. However, much of our research has potential applicability to each of our projects.

Selling and marketing expenses

Selling and marketing expenses for the three months ended June 30, 2022 was $323 thousand, compared to $349 thousand for the three months ended June 30, 2021. The decrease of $26 thousand, or 7%, was primarily attributable to approximately a $17 thousand decrease in facilities, advertising and shipping costs, with the remainder of the decrease pertaining to personnel-related costs resulting from headcount and facilities changes and adjustments as a result of COVID.

Our sales and marketing expenses consist primarily of employee-related expenses including salaries, bonuses, benefits and share-based compensation for our Biomedical and Anti-aging cosmetic businesses. Other significant costs include facility costs not otherwise included in or allocated to other departments as well as marketing material costs, permits and licenses for ecommerce and other advertising type expenses.

General and administrative expenses

General and administrative expenses for the three months ended June 30, 2022 was $872 thousand, compared to $1.0 million for the three months ended June 30, 2021. The decrease of $135 thousand, or 13%, was primarily attributable to a decrease in personnel-related costs and stock-based compensation of $131 thousand, a $36 thousand decrease in building related expenses, with the remaining $42 thousand decrease primarily due to a decrease in legal and accounting related fees. These decreases were offset by a $74 thousand increase in public filing and consultant fees that occurred in the three months ended June 30, 2022.



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Our general and administrative expenses consist primarily of employee-related expenses including salaries, bonuses, benefits and share-based compensation. Other significant costs include facility costs not otherwise included in or allocated to other departments, legal fees not relating to patents and corporate matters, and fees for accounting and consulting services.

Other income (expense), net

Other expenses, net for the three months ended June 30, 2022 was $33 thousand, compared to $622 thousand in other income, net, for the three months ended June 30, 2022. The decrease was primarily attributable to the forgiveness of the PPP loan in the prior period.

Comparison of the Six Months Ended June 30, 2022 and 2021

The following table summarizes our results of operations for the six months ended June 30, 2022 and 2021:



                                        Six Months Ended June 30,
                             2022        2021        $ Change       % Change
                                          (dollar in thousands)
Product sales, net          $ 4,047     $ 3,491     $      556             16 %
Cost of sales                 1,443       1,385             58              4 %
As a % of revenues               36 %        40 %
Research and development        220         328           (108 )          -33 %
Selling and marketing           624         696            (72 )          -10 %
General and administrative    1,704       2,055           (351 )          -17 %
Other income (expense), net     (67 )       590           (657 )         -111 %
Net income (loss)           $   (11 )   $  (383 )   $      372            -97 %
As a % of revenues                0 %       -11 %


Product sales, net

Product sales revenue for the six months ended June 30, 2022 and 2021 was $4.0 million and $3.5 million, respectively. The increase of $556 thousand, or 16%, was primarily attributable to an increase in our OEM and non-OEM Media product sales in our biomedical market segment of $447 thousand, coupled with a net increase in OEM and non-OEM Cell product sales of $214 thousand, partially offset by approximately $89 thousand decrease in sales related to the professional line of anti-aging products being discontinued (resulting in only one product line and less demand) coupled with a $16 thousand decrease in custom product sales and discounts for the six months ended June 30, 2022 as compared to 2021.

Our media product sales have recovered, in part as a result of increased demand from our largest original equipment manufacturer customers. For the year ending 2022, we estimate domestic biomedical product sales will exceed or be comparable to the year ended 2021. International product sales in our biomedical market are down from 2021.

Our anti-aging market segment includes skin care products that are distributed through various ecommerce channels (and were also previously distributed through a professional channel). Our anti-aging product sales have experienced a significant decline in customer demand for the six months ended June 30, 2022, as compared to 2021, as a result of COVID-19's impact on the operations of retail and professional medical offices, which began to be adversely impacted largely in the second quarter of 2021.

Cost of sales

Cost of sales for the six months ended June 30, 2022 and 2021 was $1.4 million and $1.4 million, respectively. The increase of $58 thousand, or 4%, was primarily attributable to a $259 thousand increase in costs as a result of an increase in product sales (including shipping) and $69 thousand increase for inventory purchases. These increases were partially offset by a $273 thousand decrease in unfavorable manufacturing variances and absorption due to increased customer demand. Profit margins increased slightly for the six months ended June 30, 2022 as compared to 2021. We may modify or expand certain product promotions and discounts through the end of 2022 as we continue to assess the ongoing impact of COVID-19 on our business, which may have an adverse impact on our profit margins.

Cost of sales consists primarily of salaries and benefits associated with employee efforts expended directly on the production of the Company's products, as well as related direct materials, general laboratory supplies and an allocation of overhead. We aim to continue to refine our manufacturing processes and supply chain management to improve the cost of sales as a percentage of revenue for both LCT and LSC.



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Research and development expenses

Research and development expenses for the six months ended June 30, 2022 and 2021 was $220 thousand and $328 thousand. The decrease of $108 thousand, or 33%, was primarily attributable to a $70 thousand decrease in allocated building-related expenses, a $84 thousand decrease in consulting and personnel-related costs as a result of headcount reductions following the conclusion of the active phase of our Phase 1 clinical study, and a $21 thousand decrease in materials, supplies and testing related expenses (including Astella licensing fees). These decreases were partially offset by a $42 thousand decrease in our Australian research and development tax credit related to qualifiable expenditures from our research and development activities of our Australian subsidiary, Cyto Therapeutics while the remaining offset pertained to a decrease in general lab expenses.

Our research and development efforts are primarily focused on the development of treatments for Parkinson's disease, traumatic brain injury and stroke. These projects are long-term investments that involve developing both new stem cell lines and new differentiation techniques that can provide higher purity populations of functional cells. Research and development expenses are expensed as incurred, including allocations for facilities and depreciation, and are accounted for on a project-by-project basis. However, much of our research has potential applicability to each of our projects.

Selling and marketing expenses

Selling and marketing expenses for the six months ended June 30, 2022 was $624 thousand, compared to $696 thousand for the six months ended June 30, 2021. The decrease of $72 thousand, or 10%, was predominately attributable to decreases in personnel-related costs, including temporary services, sales commissions and stock-based compensation primarily as a result of headcount reductions.

Our sales and marketing expenses consist primarily of employee-related expenses including salaries, bonuses, benefits and share-based compensation for our Biomedical and Anti-aging cosmetic businesses. Other significant costs include facility costs not otherwise included in or allocated to other departments as well as marketing material costs, permits and licenses for ecommerce and other advertising type expenses.

General and administrative expenses

General and administrative expenses for the six months ended June 30, 2022 and 2021 was $1.7 million and $2.1 million, respectively. The decrease of $351 thousand, or 17%, was primarily attributable to a decrease in personnel-related costs and stock-based compensation of $321 thousand, a $48 thousand decrease in legal and audit related costs, a $73 thousand decrease due predominantly to building related costs, partially offset by a $91 thousand increase in filling and consulting costs.

Our general and administrative expenses consist primarily of employee-related expenses including salaries, bonuses, benefits and share-based compensation. Other significant costs include facility costs not otherwise included in or allocated to other departments, legal fees not relating to patents and corporate matters, and fees for accounting and consulting services.

Other income (expense), net

Other expense, net, for the six months ended June 30, 2022 was $67 thousand, compared to $590 thousand in income, net for the six months ended June 30, 2021. The decrease was primarily attributable to a gain, recognized in 2021, on the forgiveness of debt related to our First Draw Loan under the PPP in the comparative period.

Liquidity and Capital Resources

The Company enters into contracts in the normal course of business with various third-party consultants and contract research organizations ("CRO") for preclinical research, clinical trials and manufacturing activities. These contracts generally provide for termination upon notice. Actual expenses associated with these arrangements may be higher or lower due to various reasons, including but not limited to, progress of our development products, enrollment in clinical trials, and product and personnel delays due to COVID. Other short-term and long terms commitments that would affect liquidity include lease obligations as well as related party debt repayments.

As of June 30, 2022, we had an accumulated deficit of approximately $110.0 million and have, on an annual basis, incurred net losses and negative operating cash flows since inception. Substantially all of our operating losses have resulted from the funding of our research and development programs and general and administrative expenses associated with our operations. We incurred net losses of $11 thousand and $383 thousand for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, we



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had cash of approximately $586 thousand, compared to $171 thousand as of December 31, 2021. Our primary use of cash is to continue to fund our research and development programs while maintaining and growing our revenue generating businesses.

Licensed patents

The Company has a minimum annual license fee of $75 thousand payable in two installments per year to Astellas Pharma pursuant to the amended UMass IP license agreement. The license agreement with Astellas Pharma may be terminated by the Company at any time with a 30-day notice or terminates automatically upon the expiration of the patents. The patents, along with the license agreement, expired at the end of July 2022. These patents were fully impaired in prior years and therefore the expiration will not result in any financial statement adjustment. The Company does not anticipate any short-term liquidity effects from this obligation as they will no longer be liable for the annual licensing fee.

Cash Flows

Comparison of the Six Months Ended June 30, 2022 and 2021

The following table provides information regarding our cash flows for the six months ended June 30, 2022 and 2021 (in thousands):



                                                            Six Months Ended June 30,
                                                          2022                     2021
Net cash provided by (used in) operating activities $            169         $           (757 )
Net cash used in investing activities                             (4 )                     (6 )
Net cash provided by financing activities                        250                      824
Net increase in cash                                $            415         $             61


Operating Cash Flows

For the six months ended June 30, 2022, net cash provided by operating activities was $169 thousand, resulting primarily from our net loss of $11 thousand and net changes in operating assets and liabilities of $247 thousand, consisting primarily of an increase in accrued liabilities of $97 thousand and decreases in accounts receivable of $181 thousand and deposits of $5 thousand. These are offset by increases in inventory, net of $164 thousand as well as prepaid expenses and other current assets of $249 thousand, and decreases in operating lease liability of $81 thousand and accounts payable of $36 thousand. The net changes in operating assets and liabilities were partially offset by net non-cash adjustments of $427 thousand, consisting primarily of stock-based compensations expense of $181 thousand, operating lease expense of $68 thousand and depreciation and amortization of $111 thousand.

For the six months ended June 30, 2021, net cash used in operating activities was $757 thousand, resulting primarily from our net loss of $383 thousand and net changes in operating assets and liabilities of $447 thousand, partially offset by non-cash adjustments of $73 thousand.

Investing Cash Flows

Net cash used in investing activities for the six months ended June 30, 2022 was $4 thousand, compared to $6 thousand for the six months ended June 30, 2021. The decrease was attributable to a decrease in payments for patent licenses year-over-year.

Financing Cash Flows

Net cash provided by financing activities for the six months ended June 30, 2022 was $250 thousand, compared to $824 thousand for the six months ended June 30, 2021. The decrease was attributable to proceeds from a note payable from a related party of $250 thousand in the current year, compared to proceeds from a note payable from a related party of $350 thousand and proceeds of $474 thousand from our Second Draw Loan under the Paycheck Protection Program in the prior year.

Funding Requirements

Management continues to evaluate various financing sources and options to raise working capital to help fund our current research and development programs and operations. We will need to obtain significant additional capital from equity and/or debt financings, license arrangements, grants and/or collaborative research arrangements to sustain our operations and develop products.



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Unless we obtain additional financing, we do not have sufficient cash on hand to sustain our operations at least through one year after the issuance date. The timing and degree of any future capital requirements will depend on many factors, including:


  • the accuracy of the assumptions underlying our estimates for capital needs;


   •  the extent that revenues from sales of LSC and LCT products cover the
      related costs and provide capital;


  • scientific progress in our research and development programs;


   •  the magnitude and scope of our research and development programs and our
      ability to establish, enforce and maintain strategic arrangements for
      research, development, clinical testing, manufacturing and marketing;


  • our progress with preclinical development and clinical trials;


   •  the extent to which third party interest in Company's research and
      commercial products can be realized through effective partnerships;


  • the time and costs involved in obtaining regulatory approvals;


   •  the costs involved in preparing, filing, prosecuting, maintaining, defending
      and enforcing patent claims;


  • the number and type of product candidates that we pursue; and


   •  the development of major public health concerns, including COVID-19 or other
      pandemics arising globally, and the current and future impact that such
      concerns may have on our operations and funding requirements.

Our failure to raise capital or enter into applicable arrangements when needed would have a negative impact on our financial condition. Additional debt financing may be expensive and require us to pledge all or a substantial portion of its assets. Further, if additional funds are obtained through arrangements with collaborative partners, these arrangements may require us to relinquish rights to some of its technologies, product candidates or products that we would otherwise seek to develop and commercialize on its own. If sufficient capital is not available, we may be required to delay, reduce the scope of or eliminate one or more of its product initiatives.

We currently have no revenue generated from our principal operations in therapeutic and clinical product development through research and development efforts. There can be no assurance that we will be successful in maintaining our normal operating cash flow and obtaining additional funds and that the timing of our capital raising or future financing will result in cash flow sufficient to sustain our operations at least through one year after the issuance date.

Based on the factors above, there is substantial doubt about our ability to continue as a going concern. The consolidated financial statements were prepared assuming that we will continue to operate as a going concern. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. Management's plans in regard to these matters are focused on managing our cash flow, the proper timing of our capital expenditures, and raising additional capital or financing in the future.

Critical Accounting Policies and Estimates

Our management's discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules and regulations of the Securities and Exchange Commission. The preparation of these condensed consolidated financial statements requires us to make judgements and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statement, and the reported amounts of revenues, costs and expenses during the reporting periods.

Our estimates are based on our historical experience, known trends and events, and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities and amount of expense recognized that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We evaluate our estimates and assumptions on an ongoing basis. The effects of material revisions in estimates, if any, will be reflected in the consolidated financial statements prospectively from the date of the change in estimates.



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There have been no material changes to our critical accounting policies and estimates during the six months ended June 30, 2022 from those disclosed in "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K.

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 1 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Contractual Obligations and Commitments

There have been no material changes to our contractual obligations and commitments outside the ordinary course of business during the six months ended June 30, 2022 from those disclosed in "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K.

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