You should read the following discussion and analysis of our financial condition
and results of operations together with our financial statements and the related
notes appearing elsewhere in this report. In addition to historical information,
this discussion and analysis contains forward-looking statements that involve
risks, uncertainties and assumptions. Our actual results may differ materially
from those discussed below. Factors that could cause or contribute to such
differences include, but are not limited to, those identified below, and those
discussed in the section titled "Risk Factors" included elsewhere in this report
and our annual report on Form 10-K for the year ended December 31, 2019.

The following discussion highlights our results of operations and the principal
factors that have affected our financial condition as well as our liquidity and
capital resources for the periods described, and provides information that
management believes is relevant for an assessment and understanding of the
statements of financial condition and results of operations presented herein.
The following discussion and analysis are based on the unaudited financial
statements contained in this report, which we have prepared in accordance with
United States generally accepted accounting principles. You should read the
discussion and analysis together with such financial statements and the related
notes thereto.

Overview


We are a biopharmaceutical company with product candidates in pre-clinical and
clinical development. Neurotrope Bioscience began operations in October 2012. We
are principally focused on developing a product platform based upon a drug
candidate called bryostatin for the treatment of Alzheimer's disease ("AD"),
which is in the clinical testing stage. We are also evaluating bryostatin for
other neurodegenerative or cognitive diseases and dysfunctions, such as Fragile
X syndrome, Multiple Sclerosis, and Niemann-Pick Type C disease, which have
undergone pre-clinical testing. In addition, we are also in the early stages of
testing bryostatin activity which may lead to applications in Leukemia and
Lymphoma. Neurotrope has been a party to a technology license and services
agreement with the original Blanchette Rockefeller Neurosciences Institute
("BRNI") (which has been known as Cognitive Research Enterprises, Inc. ("CRE")
since October 2016), and its affiliate NRV II, LLC, which we collectively refer
to herein as "CRE," pursuant to which we now have an exclusive non-transferable
license to certain patents and technologies required to develop our proposed
products. Neurotrope Bioscience was formed for the primary purpose of
commercializing the technologies initially developed by BRNI for therapeutic
applications for AD or other cognitive dysfunctions. These technologies have
been under development by BRNI since 1999 and, until March 2013, had been
financed through funding from a variety of non-investor sources (which include
not-for-profit foundations, the NIH, which is part of the U.S. Department of
Health and Human Services, and individual philanthropists). From March 2013
forward, development of the licensed technology has been funded principally
through the Company in collaboration with CRE.

Planned Merger and Spin-Off


On May 17, 2020, we entered into the Original Merger Agreement with Petros,
Merger Sub 1, Merger Sub 2 and Metuchen, as subsequently amended by the Merger
Agreement Amendment. The Merger Agreement provides for (1) the merger of Merger
Sub 1, with and into Metuchen, with Metuchen surviving as a wholly-owned
subsidiary of Petros and (2) the merger of Merger Sub 2 with and into us, with
us surviving as a wholly-owned subsidiary of Petros.

As a result of the Metuchen Merger, each outstanding common unit or preferred
unit of Metuchen will be exchanged for a number of shares of Petros Common Stock
equal to the quotient resulting from the formula of (i) 82,587,877 divided by
(ii) the number of fully-diluted units of Metuchen outstanding immediately prior
to the effective time of the Mergers, subject to adjustment. In addition, each
securityholder of Metuchen prior to the Mergers will receive a right to receive
such securityholder's pro rata share of an aggregate of 13,320,624 shares of
Petros Common Stock potentially issuable upon the achievement of certain
milestones set forth in the Merger Agreement.  As a result of the Neurotrope
Merger, each outstanding share of our common stock will be exchanged for one (1)
share of Petros Common Stock and each outstanding share of our preferred stock
will be exchanged for one (1) share of Petros Preferred Stock. Following the
Mergers, the Petros Preferred Stock will have substantially the same conversion
rights (proportionally adjusted to give effect to the Mergers), powers, rights
and privileges as our preferred stock prior to the Mergers. In addition, each
outstanding option to purchase our common stock or outstanding warrant to
purchase common stock that has not previously been exercised prior to the
Closing will be converted into equivalent options and warrants to purchase
shares of Petros Common Stock and will be adjusted to give effect to the
exchange ratios set forth in the Merger Agreement. Upon the Closing, it is
anticipated that our current stockholders will own approximately 22.5% of Petros
and current Metuchen securityholders will own approximately 77.5% of Petros.
 The Board of Directors of Petros is expected to consist of nine members, five
of whom will be designated by Metuchen and four of whom will be designated

by
us.

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In addition, as a condition to the consummation of the Mergers, Neurotrope is
required to approve the Spin-Off whereby (i) any cash in excess of $20,000,000,
subject to adjustment as provided for in the Merger Agreement, and all of the
operating assets and liabilities of ours not retained by us in connection with
the Mergers will be contributed to Neurotrope SpinCo and (ii) holders of record
of our common stock and certain warrants will receive a pro rata distribution of
one share of Neurotrope SpinCo's common stock for each share of our common stock
held or underlying certain warrants, contingent upon the consummation of the
Mergers.  The record date for the Spin-Off, the ratio of the Spin-Off shares
distributed to our shareholders held as of the record date and the extent to
which other stakeholders of ours may be entitled to participate in the Spin-Off
have not yet been determined.

Consummation of the Mergers is subject to certain closing conditions, including,
among other things, approval by the common stockholders of us and Metuchen and
the listing of the Petros common stock on the Nasdaq Stock Market after the
Mergers. We have not yet set a date for its shareholder meeting. The Merger
Agreement contains certain termination rights for both us and Metuchen, and
further provides that, upon termination of the Merger Agreement under specified
circumstances, either party may be required to pay the other party a termination
fee of $1.0 million plus third party expenses incurred by the terminating party.

On July 23, 2020, we entered into (i) the Merger Agreement Amendment with Petros, Merger Sub 1, Merger Sub 2 and Metuchen and (ii) the Employee Lease Agreement with Neurotrope Bioscience and Metuchen. See Note 9, "Subsequent Events".

Results of Most Recent Confirmatory Phase 2 Clinical Trial



On May 4, 2018, we announced a confirmatory, 100-patient, double-blinded
clinical trial for the safe, effective 20 ?g dose protocol for advanced AD
patients not taking memantine as background therapy to evaluate improvements in
SIB scores with an increased number of patients. We engaged WCT, in conjunction
with consultants and investigators at leading academic institutions, to
collaborate on the design and conduct of the trial, which began in April 2018.
During July 2018, the first patient was enrolled in this study. Pursuant to a
Services Agreement (the "2018 Services Agreement") with WCT dated as of May 4,
2018, WCT provided services relating to the trial. The total estimated budget
for the services, including pass-through costs, drug supply and other
statistical analyses, was approximately $7.8 million. The trial was
substantially completed as of December 31, 2019. We incurred approximately $7.7
million in total expenses of which WCT has represented a total of approximately
$7.3 million and approximately $400,000 of expenses were incurred to other
trial-related vendors and consultants, resulting in a total savings for this
trial of approximately $500,000.

On September 9, 2019, we issued a press release announcing that the confirmatory Phase 2 study of Bryostatin-1 in moderate to severe AD did not achieve statistical significance on the primary endpoint, which was changed from baseline to Week 13 in the SIB total score.



An average increase in SIB total score of 1.3 points and 2.1 points was observed
for the Bryostatin-1 and placebo groups, respectively, at Week 13. There were
multiple secondary outcome measures in this trial, including the changes from
baseline at Weeks 5, 9 and 15 in the SIB total score. No statistically
significant difference was observed in the change from baseline in SIB total
score between the Bryostatin -1 and placebo treatment groups.

The confirmatory Phase 2 multicenter trial was designed to assess the safety and
efficacy of Bryostatin-1 as a treatment for cognitive deficits in patients with
moderate to severe AD - defined as a Mini Mental State Exam 2 ("MMSE-2") score
of 4-15 - who are not currently taking memantine. Patients were randomized 1:1
to be treated with either Bryostatin-1 20?g or placebo, receiving 7 doses over
12 weeks. Patients on memantine, an NMDA receptor antagonist, were excluded
unless they had been discontinued from memantine treatment for a 30-day washout
period prior to study enrollment. The primary efficacy endpoint was the change
in the SIB score between the baseline and week 13. Secondary endpoints included
repeated SIB changes from baseline SIB at weeks 5, 9, 13 and 15.

On January 22, 2020, we announced the completion of an additional analysis in
connection with the confirmatory Phase 2 study, which examined moderately severe
to severe AD patients treated with Byrostatin-1 in the absence of memantine. To
adjust for the baseline imbalance observed in the study, a post-hoc analysis was
conducted using paired data for individual patients, with each patient as
his/her own control. For the pre-specified moderate stratum (i.e., MMSE-2
baseline scores 10-15), the baseline value and the week 13 value were used,
resulting in pairs of observations for each patient. The changes from baseline
for each patient were calculated and a paired t-test was used to compare the
mean change from baseline to week 13 for each patient. A total of 65 patients
had both baseline and week 13 values, from which there were 32 patients in the
Bryostatin-1 treatment group and 33 patients in the placebo group.  There was a
statistically significant improvement over baseline (4.8 points) in the mean SIB
at week 13 for subjects in the Bryostatin-1 treatment group (32 subjects),
paired t-test p < 0.0076, 2-tailed. In the placebo group (33 subjects), there
was also a statistically significant increase from baseline in the mean SIB at
week 13, for paired t-test p < 0.0144, consistent with the placebo effect seen
in the

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overall 203 study. Although there was a signal of Bryostatin-1's benefit for the
moderately severe stratum, the difference between the Bryostatin-1 and placebo
treatment groups was not statistically significant (p=0.2727). As a further test
of the robustness of this Moderate Stratum benefit signal, a pre-specified trend
analysis (measuring increase of SIB improvement as a function of successive drug
doses) was performed on the repeated SIB measures over time (Weeks 0, 5, 9, and
13).  These trend analyses showed a significant positive slope of improvement
for the treatment groups in the 203 study that was significantly greater than
for the placebo group (p<.01).

In connection with the additional analysis, we also announced the approval of a
$2.7 million award from the NIH to support an additional Phase 2 clinical study
focused on the moderate stratum for which we saw improvement in the 203 study.
The grant provides for funds in the first year of approximately $1.0 million and
funding in year two of approximately $1.7 million subject to satisfactory
progress of the project. We are planning to meet with the Food and Drug
Administration ("FDA") to present the totality of the clinical data for
Bryostatin-1. We are continuing to determine how to proceed with respect to our
current development programs for Bryostatin-1.

On July 23, 2020, Neurotrope Bioscience entered into an additional services
agreement (the "2020 Services Agreement") with WCT. The 2020 Services Agreement
relates to services for our Phase 2 clinical study assessing the safety,
tolerability and long-term efficacy of bryostatin in the treatment of moderately
severe AD subjects not receiving memantine treatment.  The total estimated
budget for the services, including pass-through costs, is approximately $9.8
million. As previously disclosed on January 22, 2020, we have received a $2.7
million award from the NIH, which award will be used to support the 2020 Study,
resulting in an estimated net budgeted cost of the 2020 Study to the Company of
$7.1 million. In connection with the entry into the 2020 Services Agreement, we
agreed that WCT would invoice Neurotrope Bioscience for the following advance
payments: (i) services fees of approximately $490,000; (ii) pass-through
expenses of approximately $140,000; and (iii) investigator/institute fees of
approximately $310,000, which in each case will be due within ten (10) days of
Neurotrope Bioscience's receipt of such invoice. See Note 3, "Clinical Trial
Services Agreements" and Note 9, "Subsequent Events".

Other Development Projects



To the extent resources permit, we may pursue development of selected technology
platforms with indications related to the treatment of various disorders,
including neurodegenerative disorders such as AD, based on our currently
licensed technology and/or technologies available from third party licensors or
collaborators.

For example, we have entered into a Cooperative Research and Development
Agreement ("CRADA") with the National Cancer Institute ("NCI") on January 29,
2019 for the research and clinical development of Bryostatin-1. Under the CRADA,
we will collaborate with the NCI's Center for Cancer Research, Pediatric
Oncology Branch ("POB") to develop a Phase 1 clinical trial testing the safety
and toxicity of Bryostatin-1 in children and young adults with CD22 + leukemia
and B-cell lymphoma. In the growing era of highly effective immunotherapies
targeting cell-surface antigens (e.g., CAR-T cell therapy), and the recognition
that antigen modulation plays a critical role in evasion of response to
immunotherapy, the ability for Bryostatin-1 to upregulate CD22 may serve a
synergistic role in enhancing the response to a host of CD22 targeted therapies.
Under the CRADA, Bryostatin-1 is expected to be tested in the clinic to evaluate
its ability to modulate CD22 in patients with relapsed/refractory CD22+ disease,
while evaluating safety, toxicity and overall response. In connection with the
Transfer Agreement, we agreed to assign and transfer to BryoLogyx all of the
Company's right, title and interest in and to the CRADA, subject to the receipt
of NCI's consent.

Nemours Agreement

On September 5, 2018, we announced a collaboration with The Nemours / Alfred I.
duPont Hospital for Children ("Nemours"), a premier U.S. children's hospital, to
initiate a clinical trial in children with Fragile X syndrome ("Fragile X"). In
addition to the primary objective of safety and tolerability, measurements will
be made of working memory, language and other functional aspects such as
anxiety, repetitive behavior, executive functioning, and social behavior.

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Results of Operations

Comparison of the six months ended June 30, 2020 and June 30, 2019

The following table summarizes our results of operations for the six months ended June 30, 2020 and 2019:






                                                 Six months ended
                                                     June 30,                Dollar           %
                                               2020           2019           Change        Change
Revenue                                     $         -    $         -    $           -          0 %
Operating Expenses:
Research and development expenses -
Other                                       $   594,470    $ 3,427,734    $ (2,833,264)     (82.7) %
General and administrative expenses -
Related party                               $     7,361    $    25,000    $    (17,639)     (70.6) %
General and administrative expenses -
Other                                       $ 3,953,051    $ 3,033,891    $     919,160       30.3 %
Stock based compensation expenses -
Related Party                               $    21,001    $   125,466    $   (104,465)     (83.3) %
Stock based compensation expenses -
Other                                       $ 1,040,095    $ 2,295,994    $ (1,255,899)     (54.7) %
Other income, net                           $   146,508    $   211,461    $    (64,953)     (30.7) %
Net loss                                    $ 5,469,470    $ 8,696,624    $ (3,227,154)     (37.1) %




Revenues

We did not generate any revenues for the six months ended June 30, 2020 and 2019.



Operating Expenses

Overview

Total operating expenses for the six months ended June 30, 2020 were $5,615,978
as compared to $8,908,085 for the six months ended June 30, 2019, a decrease of
approximately 37%. The decrease in total operating expenses is due primarily to
a decrease in research and development expenses and stock-based, non-cash,
compensation expenses offset by an increase in our general and administrative
expenses.

Research and Development Expenses





For the six months ended June 30, 2020, we incurred $594,470 in research and
development expenses with non-related parties as compared to $3,427,734 for the
six months ended June 30, 2019. These expenses were incurred pursuant to
developing the potential AD therapeutic product, specifically expenses relating
to the recently concluded confirmatory Phase 2 clinical trial plus the recently
initiated Phase 2 clinical trial for AD. Of these expenses, for the six months
ended June 30, 2020, $357,122 was incurred principally relating to our
confirmatory clinical trial and related storage of drug product, $208,241 for
clinical consulting services, $14,959 of amortization of prepaid licensing fees
relating to the Stanford and Mount Sinai license agreements and $14,148 for
development of alternative drug supply with Stanford University as compared to,
for the six months ended June 30, 2019, $2,982,774 was incurred principally
relating to our confirmatory clinical trial and related storage of drug product,
$419,711 for clinical consulting services, $13,249 of amortization of prepaid
licensing fees relating to the Stanford and Mount Sinai license agreements and
$12,000 for development of alternative drug supply with Stanford University.



We expect our research and development expenses to substantially increase, in
the short term, as our current Phase 2 clinical trial for AD was recently
initiated. Other development might increase, as our resources permit, in order
to advance our potential products. We are continuing to determine how to proceed
with respect to our other current development programs for Bryostatin-1.

General and Administrative Expenses





We incurred related party general and administrative expenses totaling $7,361
for the six months ended June 30, 2020 versus $25,000 for the six months ended
June 30, 2019. The decrease is attributable to the resignation of two members of
our board of directors in February 2020, who are affiliates of CRE.



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We incurred $3,953,051 and $3,033,891 of general and administrative expenses for
the six months ended June 30, 2020 and 2019, respectively, an increase of
approximately 30%. Of the amounts for the six months ended June 30, 2020, as
compared to the comparable 2019 period: $1,038,088 was incurred primarily for
wages, bonuses, vacation pay, severance, taxes and insurance, versus $1,177,479
for the 2019 comparable period; $1,269,880 was incurred for ongoing legal
expenses versus $284,857 for the 2019 comparable period based upon work
associated with our strategic alternatives and planning for our January 2020
capital raise; $798,581 was incurred for outside operations consulting services,
versus $423,938 for the 2019 comparable period as we incurred additional cash
and non-cash expenses for investment banking consulting services; $45,657 was
incurred for travel expenses, versus $111,309 for the 2019 comparable period,
which decrease is primarily attributable to limited travel due to the COVID-19
contagion; $222,391 was incurred for investor relations services versus $621,923
for the 2019 comparable period, which additional expenses in the six months
ended June 30, 2019 were primarily attributable to non-cash compensation paid to
advisors and an increase in our market exposure; $156,135 was incurred for
professional fees associated with auditing, financial, accounting and tax
advisory services, versus $84,787 for the 2019 comparable period; $308,397 was
incurred for insurance, versus $215,250 for the 2019 comparable period, which
increase is primarily attributable to an increase in coverage; and $113,922 was
incurred for utilities, supplies, license fees, filing costs, rent, advertising
and other versus $114,348 for the 2019 comparable period, which increase is
primarily attributable to fees relating to document preparation for our
announced strategic transactions.

Stock Based Compensation Expenses

We incurred related party non-cash expenses totaling $21,001 and $125,466 for the six months ended June 30, 2020 and 2019, respectively. The decrease is primarily attributable to the resignation of two Board members who were affiliates of CRE and fully expensing certain options in 2019.





We incurred $1,040,495 and $2,295,994 of non-related party non-cash expenses for
the six months ended June 30, 2020 and 2019, respectively. The decrease for the
comparable period is primarily attributable to newly issued stock options during
the first quarter of 2019, which included awards with accelerated vesting terms.



Other Income, net



We earned $146,508 of interest income for the six months ended June 30, 2020 as
compared to $211,461 for the six months ended June 30, 2019 on funds deposited
in interest bearing money market accounts.



Net loss and loss per share



We incurred losses of $5,469,470 and $8,696,624 for the six months ended June
30, 2020 and 2019, respectively. The decreased loss was primarily attributable
to the decrease in research and development expenses associated with completing
our most recent Phase 2 confirmatory clinical trial and a decrease in non-cash
stock-based compensation expenses offset by the increase in our general and
administrative expenses. Earnings (losses) per common share were ($0.27) and
($0.67) for the six months ended June 30, 2020 and 2019, respectively. The
decrease in loss per share is primarily attributable to the decrease in our net
loss and an increase in weighted average common shares outstanding.



The computation of diluted loss per share for the six months ended June 30, 2020
excludes 21,871,258 warrants and options to purchase 2,271,573 shares of our
common stock as they are anti-dilutive due to our net loss. For the six months
ended June 30, 2019, the computation excludes 10,317,357 warrants and options to
purchase 2,295,246 shares of our common stock, as they are anti-dilutive due to
our net loss.

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Comparison of the three months ended June 30, 2020 and June 30, 2019

The following table summarizes our results of operations for the three months ended June 30, 2020 and 2019:






                                                                         Three months ended
                                                                              June 30,
                                                                                        Dollar           %
                                                          2020           2019           Change        Change
Revenue                                                $         -    $         -    $           -          0 %
Operating Expenses:
Research and development expenses - Other              $   438,423    $ 1,566,441    $ (1,128,018)     (72.0) %
General and administrative expenses - Related party    $         -    $    12,500    $    (12,500)    (100.0) %
General and administrative expenses - Other            $ 2,165,064    $ 1,705,391    $     459,673       27.0 %
Stock based compensation expenses - Related Party      $         -    $    47,177    $    (47,177)    (100.0) %
Stock based compensation expenses - Other              $   404,280    $   780,519    $   (376,239)     (48.2) %
Other income, net                                      $    75,641    $   104,562    $    (28,921)     (27.7) %
Net loss                                               $ 2,932,126    $ 4,007,466    $ (1,075,340)     (26.8) %




Revenues

We did not generate any revenues for the three months ended June 30, 2020 and 2019.



Operating Expenses

Overview

Total operating expenses for the three months ended June 30, 2020 were
$3,007,767 as compared to $4,112,028 for the three months ended June 30, 2019, a
decrease of approximately 27%. The decrease in total operating expenses is due
primarily to a decrease in research and development expenses and stock-based,
non-cash, compensation expenses offset by an increase in our general and
administrative expenses.

Research and Development Expenses


For the three months ended June 30, 2020, we incurred $438,423 in research and
development expenses with non-related parties as compared to $1,566,441 for the
three months ended June 30, 2019. These expenses were incurred pursuant to
developing the potential AD therapeutic product, specifically expenses relating
to the recently initiated follow-on Phase 2 clinical trial for AD. Of these
expenses, for the three months ended June 30, 2020, $282,095 was incurred
principally relating to our confirmatory clinical trial and related storage of
drug product, $141,614 for clinical consulting services, $7,480 of amortization
of prepaid licensing fees relating to the Stanford and Mount Sinai license
agreements and $7,234 for development of alternative drug supply with Stanford
University as compared to, for the three months ended June 30, 2019, $1,353,811
was incurred principally relating to our confirmatory clinical trial and related
storage of drug product, $198,811 for clinical consulting services, $5,819 of
amortization of prepaid licensing fees relating to the Stanford and Mount Sinai
license agreements and $8,000 for development of alternative drug supply with
Stanford University.

We expect our research and development expenses to substantially increase, in
the short term, as our current Phase 2 clinical trial for AD was recently
initiated. Other development might increase, as our resources permit, in order
to advance our potential products. We are continuing to determine how to proceed
with respect to our other current development programs for Bryostatin-1.

General and Administrative Expenses



We incurred related party general and administrative expenses totaling $0 for
the three months ended June 30, 2020 versus $12,500 for the three months ended
June 30, 2019. The decrease is attributable to the resignation of two members of
our board of directors in February 2020, who are affiliates of CRE.

                                       26

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We incurred $2,165,064 and $1,705,391 of general and administrative expenses for
the three months ended June 30, 2020 and 2019, respectively, an increase of
approximately 27%. Of the amounts for the three months ended June 30, 2020, as
compared to the comparable 2019 period: $386,029 was incurred primarily for
wages, bonuses, vacation pay, severance, taxes and insurance, versus $567,159
for the 2019 comparable period. The decrease for the three months ending June
30, 2020 is principally based upon the resignation of our General Counsel and
Regulatory Vice President in the June 30, 2019 period; $950,906 was incurred for
ongoing legal expenses versus $208,769 for the 2019 comparable period based upon
work associated with our strategic alternatives; $398,831 was incurred for
outside operations consulting services, versus $261,254 for the 2019 comparable
period as we incurred additional cash and non-cash expenses for investment
banking consulting services; $1,758 was incurred for travel expenses, versus
$53,725 for the 2019 comparable period, which decrease is primarily attributable
to limited travel due to the COVID-19 contagion; $89,212 was incurred for
investor relations services versus $432,881 for the 2019 comparable period,
which additional expenses in the six months ended June 30, 2019 were primarily
attributable to non-cash compensation paid to advisors and an increase in our
market exposure; $124,923 was incurred for professional fees associated with
auditing, financial, accounting and tax advisory services, versus $22,480 for
the 2019 comparable period which increase is primarily attributable to fees
relating to document preparation for our announced strategic transactions;
$154,083 was incurred for insurance, versus $107,750 for the 2019 comparable
period; and $59,322 was incurred for utilities, supplies, license fees, filing
costs, rent, advertising and other versus $51,373 for the 2019 comparable
period.

Stock Based Compensation Expenses

We incurred related party non-cash expenses totaling $0 and $47,177 for the three months ended June 30, 2020 and 2019, respectively. The decrease is primarily attributable to the resignation of two Board members who were affiliates of CRE and fully expensing certain options in 2019.



We incurred $404,280 and $780,519 of non-related party non-cash expenses for the
three months ended June 30, 2020 and 2019, respectively. The decrease for the
comparable period is primarily attributable to newly issued stock options during
the first quarter of 2019, which included awards with accelerated vesting terms.

Other Income, net



We earned $75,641 of interest income for the three months ended June 30, 2020 as
compared to $104,562 for the three months ended June 30, 2019 on funds deposited
in interest-bearing money market accounts.

Net loss and loss per share


We incurred losses of $2,932,126 and $4,007,466 for the three months ended June
30, 2020 and 2019, respectively. The decreased loss was primarily attributable
to the decrease in research and development expenses associated with completing
our most recent Phase 2 confirmatory clinical trial and a decrease in non-cash
stock-based compensation expenses offset by the increase in our general and
administrative expenses and the initiation of our current Phase 2 follow-on
clinical trial for AD. Earnings (losses) per common share were ($0.13) and
($0.31) for the three months ended June 30, 2020 and 2019, respectively. The
decrease in loss per share is primarily attributable to the decrease in our net
loss and an increase in weighted average common shares outstanding.

The computation of diluted loss per share for the three months ended June 30,
2020 excludes 21,871,258 warrants and options to purchase 2,271,573 shares of
our common stock as they are anti-dilutive due to our net loss. For the three
months ended June 30, 2019, the computation excludes 10,317,357 warrants and
options to purchase 2,295,246 shares of our common stock, as they are
anti-dilutive due to our net loss.

Financial Condition, Liquidity and Capital Resources

Cash and Working Capital



Since inception, we have incurred negative cash flows from operations. As of
June 30, 2020, we had an accumulated deficit of $94,286,313 and had working
capital of $29,773,161 as compared to working capital of $17,397,094 as of
December 31, 2019. The $12,376,067 increase in working capital was primarily
attributable to an increase in cash of approximately $16.5 million, net of
transaction expenses, from our registered direct offering of common stock and
warrants (described below) offset by our net loss, excluding non-cash
compensation and consulting expenses and depreciation, of $4,138,508 plus
capital expenditures of $5,413.

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On January 22, 2020, we entered into a securities purchase agreement with certain institutional investors and certain pre-existing high net worth individual investors, pursuant to which we sold in a registered offering an aggregate of 18,000 shares of Series D Preferred Stock (which are convertible into a total of 10,909,100 shares of common stock) and Series H warrants to purchase up to an aggregate of 10,909,100 shares of common stock, for an aggregate purchase price of approximately $18 million (See Note 6 to the Financials, "Common Stock," for transaction details.)

Sources and Uses of Liquidity


Since inception, we have satisfied our operating cash requirements from the
private placement of equity securities sold principally to outside investors. We
expect to continue to incur expenses, resulting in losses and negative cash
flows from operations, over at least the next several years as we may continue
to develop AD and other therapeutic products. We anticipate that this
development may include new clinical trials and additional research and
development expenditures. We are continuing to determine how to proceed with
respect to our current development programs for Bryostatin-1.




                                           Six Months ended June 30,
                                              2020            2019

Cash used in operating activities $ 3,645,433 $ 7,641,557 Cash used in investing activities

                 5,413          5,214

Cash provided by financing activities 16,519,988 48,070

Net Cash Used in Operating Activities



Cash used in operating activities was $3,645,433 for the six months ended June
30, 2020, compared to $7,641,557 for the six months ended June 30, 2019. The
$3,996,124 decrease primarily resulted from the decreased net loss of
approximately $3.2 million and by the decrease in payable of approximately $2.7
million, offset by a decrease in non-cash stock-based compensation expenses of
approximately $2.0 million, for the six months ended June 30, 2020.

Net Cash Used in Investing Activities



Net cash used in investing activities was $5,413 for the six months ended June
30, 2020 compared to $5,214 for the six months ended June 30, 2019. The cash
used in investing activities for both periods was for capital expenditures.

Net Cash Provided by Financing Activities



Net cash provided by financing activities was $16,519,988 for the six months
ended June 30, 2020 compared to $48,070 for the six months ended June 30, 2019.
Net cash provided for the six months ended June 30, 2020 was the result of funds
raised through the sale of common stock and warrants to investors from our
registered direct public offering as described below versus cash provided for
the six months ended June 30, 2019 resulted from funds raised through exercise
of warrants by investors in our historical private placements.

On January 22, 2020, we raised, through a registered direct offering,
approximately $16.5 million in net proceeds. Pursuant to the terms of a purchase
agreement, we issued to the purchasers an aggregate of 18,000 shares of Series D
Preferred Stock (which are convertible into a total of 10,909,100 shares of
common stock) and Series H warrants to purchase up to an aggregate of 10,909,100
shares of common stock for an aggregate purchase price of approximately $18
million.

As of August 5, 2020, we had approximately $29.1 million in cash, cash
equivalents and marketable investment securities. We expect that our existing
capital resources will be sufficient to support our projected operating
requirements over at least the next 12 months from the Form 10-Q filing date,
including the potential continued development of bryostatin, our novel drug
targeting the activation of PKC epsilon. The future course of our operations and
research and development activities will be contingent upon the further analysis
of results from our recently completed trial, in addition to our current plans
regarding the strategic alternative disclosed above in "Overview - Planned

Merger and Spin-Off".

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We expect to require additional capital in order to initiate, pursue and
complete all potential AD clinical trials, including the development of
bryostatin for other potential product applications, or in connection with any
strategic alternatives that we may pursue. Additional funding may not be
available to us on acceptable terms, or at all. If we are unable to access
additional funds when needed, we may not be able to initiate, pursue and
complete all planned clinical trials or continue the development of our product
candidates or we could be required to delay, scale back or eliminate some or all
of our development programs and operations. Any additional equity financing, if
available, may not be available on favorable terms, would most likely be
significantly dilutive to our current stockholders and debt financing, if
available, and may involve restrictive covenants. If we are able to access funds
through collaborative or licensing arrangements, we may be required to
relinquish rights to some of our technologies or product candidates that we
would otherwise seek to develop or commercialize on our own, on terms that are
not favorable to us. Our ability to access capital when needed is not assured
and, if not achieved on a timely basis, will materially harm our business,
financial condition and results of operations.

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