The discussion and analysis below includes certain forward-looking statements
that are subject to risks, uncertainties and other factors, as described in
"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31,
2021 ("2021 Annual Report"), and in this Quarterly Report on Form 10-Q that
could cause our actual growth, results of operations, performance, financial
position and business prospects and opportunities for this fiscal year and
periods that follow to differ materially from those expressed in or implied by
those forward-looking statements. Readers are cautioned that forward-looking
statements contained in this Quarterly Report on Form 10-Q should be read in
conjunction with risk factors disclosed in our reports and disclosure under the
heading "Disclosure Regarding Forward-Looking Statements" below.



Overview



PolarityTE is a clinical stage biotechnology company developing regenerative
tissue products and biomaterials. PolarityTE's first regenerative tissue product
is SkinTE, which is intended for the repair, reconstruction, replacement, and
supplementation of skin in patients who have a need for treatment of acute or
chronic wounds, burns, surgical reconstruction events, scar revision, or removal
of dysfunctional skin grafts.



Since the beginning of 2017, PolarityTE has incurred substantial operating
losses and its operations have been financed primarily by public equity
financings. The clinical trials for SkinTE and the regulatory process will
likely result in an increase in PolarityTE's expenses. PolarityTE will continue
to incur substantial operating losses as we pursue an investigational new drug
application ("IND") and biologics license application ("BLA"), and PolarityTE
expects to seek financing from external sources over the foreseeable future

to
fund its operations.



Regenerative Tissue Product



Our first regenerative tissue product is SkinTE. On July 23, 2021, we submitted
an IND for SkinTE to the U.S. Food and Drug Administration (the "FDA") through
our subsidiary, PolarityTE MD, Inc. ("PTE-MD"), as the first step in the
regulatory process for obtaining licensure for SkinTE under Section 351 of the
Public Health Service Act. The FDA subsequently issued clinical hold
correspondence to us identifying certain issues that needed to be addressed
before the IND could be approved. We provided responses to the FDA, and on
January 14, 2022, the FDA notified us that the clinical hold had been removed.
Our first planned pivotal study under our IND is a multi-center, randomized
controlled trial evaluating SkinTE in the treatment of diabetic foot ulcers
("DFUs") classified as Grade 2 in the Wagner classification system entitled
"Closure Obtained with Vascularized Epithelial Regeneration for DFUs with
SkinTE," or "COVER DFUs Trial." We plan to enroll up to 100 subjects at up to 20
sites in the U.S. in the COVER DFUs Trial, which will compare treatment with
SkinTE plus the standard-of-care to the standard-of-care alone. The primary
endpoint is the incidence of DFUs closed at 24 weeks. Secondary endpoints
include percent area reduction ("PAR") at 4, 8, 12, 16, and 24 weeks, improved
quality of life, and new onset of infection of the DFU being evaluated. We have
been enrolling subjects in the COVER DFUs Trial since the end of April 2022, and
we expect the study will be fully enrolled sometime in the first six months of
2024. Additionally, there is an interim analysis planned for the first 50
patients and we believe that data will be available in the fourth calendar
quarter of 2023.



In March 2022, we submitted to the FDA a request for a Regenerative Medicine
Advanced Therapy ("RMAT") designation for SkinTE under our IND. Established
under the 21st Century Cures Act, RMAT designation is a dedicated program
designed to expedite the drug development and review processes for promising
regenerative medicine products, including human cellular and tissue-based
therapies. A regenerative medicine therapy is eligible for RMAT designation if
it is intended to treat, modify, reverse, or cure a serious or life-threatening
disease or condition, and preliminary clinical evidence indicates that the drug
or therapy has the potential to address unmet medical needs for such disease or
condition. RMAT designation provides the benefits of intensive FDA guidance on
efficient drug development, including the ability for early interactions with
the FDA to discuss potential ways to support accelerated approval and satisfy
post-approval requirements, potential priority review of a BLA, and other
opportunities to expedite development and review. By letter dated May 11, 2022,
we were advised by the FDA that it concluded SkinTE meets the criteria for RMAT
designation for the treatment of DFUs and venous leg ulcers ("VLUs").



30







As a result of the RMAT designation we were able to engage in an expedited
dialogue with the FDA on the tasks that are likely to be necessary to support a
BLA submission for SkinTE as a treatment of DFUs and VLUs, which were identified
in the RMAT designation. Based on that dialogue we plan to run a second
multi-center, randomized controlled trial under our current IND to support
approval of a broad DFU indication for SkinTE in a BLA, and we plan to engage in
discussions with the FDA regarding the design and implementation of the second
clinical trial. We believe this strategy will be the fastest and least costly
approach to achieving our first BLA submission for SkinTE, with DFUs
representing the largest market opportunity within the category of chronic
cutaneous ulcers. We plan to further engage with the FDA to fully define our
development plan for other wound indications.



We expect to incur significant operating costs in the next three to four years
as we pursue the regulatory process for SkinTE with the FDA, conduct clinical
trials and studies, and pursue product research, all while operating our
business and incurring continuing fixed costs related to the maintenance of our
assets and business. We expect to incur significant losses in the future, and
those losses could be more severe as a result of unforeseen expenses,
difficulties, complications, delays, and other unknown events. Our net losses
may fluctuate significantly from quarter-to-quarter and year-to-year, depending
upon the timing, progress, and outcomes of our clinical trials and our
expenditures for satisfying all the conditions of obtaining FDA licensure for
SkinTE.


Liquidity and Capital Resources

Available Capital Resources and Potential Sources of Liquidity


As of September 30, 2022, we had $16.1 million in cash and cash equivalents and
working capital of approximately $15.7 million. For the nine-month period ended
September 30, 2022, cash used in operating activities was $18.3 million, or an
average of $2.0 million per month, compared to $15.3 million of cash used in
operating activities, or an average of $1.7 million per month, for the
nine-month period ended September 30, 2021. For the three-month period ended
September 30, 2022, cash used in operating activities was $4.0 million, or an
average of $1.3 million per month, compared to $4.6 million of cash used in
operating activities, or an average of $1.5 million per month, for the
three-month period ended September 30, 2021.



As of the date of this quarterly report we do not expect that our cash and cash
equivalents of $16.1 million as of September 30, 2022, will be sufficient to
fund our current business plan including related operating expenses and capital
expenditure requirements beyond the second calendar quarter of 2023.
Accordingly, there is substantial doubt about our ability to continue as a going
concern, as we do not believe that our cash and cash equivalents will be
sufficient to fund our business plan for at least twelve months from the date of
issuance of our quarterly financial statements in this report. We plan to
address this condition by raising additional capital to finance our operations.



After April 2022 we have not engaged in any business activity that generates
cash flows from operations, which in the past contributed to defraying our
operating costs, and we do not expect we will be engaged in any operating
business activity that would generate cash flow in the foreseeable future.
Accordingly, we expect we will be dependent on obtaining capital from external
sources to fund our operations over the next three to four years. Although we
have been successful in raising capital in the past, financing may not be
available on terms favorable to us, if at all, so we may not be successful in
obtaining additional financing. Therefore, it is not considered probable, as
defined in applicable accounting standards, that our plan to raise additional
capital will alleviate the substantial doubt regarding our ability to continue
as a going concern.


Anticipated Uses of Capital Resources


As noted above, we are focused primarily on the advancement of our IND and
subsequent BLA to attain a license to manufacture and distribute SkinTE. To that
end, in June 2021 we engaged a contract research organization ("CRO") to provide
services for the COVER DFUs Trial at a cost of approximately $6.5 million
consisting of $3.1 million of service fees and $3.4 million of estimated costs.
In 2021 we prepaid $0.5 million, which will be applied to payment of the final
invoice under the work order. Over the approximately three-year term of the
COVER DFUs Trial the service provider will submit to us for payment monthly
invoices for units of work stated in the work order that are completed and
billable expenses incurred. We began enrolling subjects in our COVER DFUs at the
end of April 2022, and we believe we may be able to complete enrollment of 100
subjects sometime in the first six months of 2024. As enrollment increases, we
expect our monthly CRO and related costs of conducting the trial will ramp

up.



31







Our expectation is that the second DFU clinical trial under the IND for SkinTE
will be similar to the COVER DFUs Trial with respect to size, length of time to
complete, and cost. To the extent we decide to pursue additional indications for
the application of SkinTE, such as VLUs, we expect we will need to submit
separate IND applications for those indications and conduct additional clinical
trials to support BLAs for those indications.



Clinical trials are the major expense we see in the near and long term, and
while we are pursuing clinical trials, we will continue to incur the costs of
maintaining our business. In addition to clinical trials, our most significant
uses of cash to maintain our business going forward are expected to be
compensation, costs of occupying, operating, and maintaining our facilities, and
the costs associated with maintaining our status as a publicly traded company
listed on Nasdaq. During the 12-month period following the filing of this report
our plan is to preserve the facilities, equipment, and staff we need to advance
the COVER DFUs Trial and other work necessary for advancing the process for
obtaining regulatory approval of SkinTE.



With the acceptance of our IND for SkinTE and the beginning of the COVER DFUs
Trial, we do not expect to have the same need for research and development staff
associated with product development and, as a result, we reduced research and
development staff in April 2022.



During the latter part of 2021 and into February 2022, we engaged in discussions
with certain third parties regarding potential M&A transactions and strategic
initiatives. In the first quarter of 2022 we recognized $1.2 million of one-time
costs for professional services associated with such M&A and strategic
initiatives, which is in addition to $1.2 million of such costs recognized

in
the fourth quarter of 2021.



Our actual capital requirements will depend on many factors, including the cost
and timing of advancing our IND and subsequent BLA for the use of SkinTE on
DFUs, the cost and timing of additional INDs and BLAs for other indications
where SkinTE may be used, the cost and timing of clinical trials, the cost of
establishing and maintaining our facilities in compliance with current good
tissue practices and current good manufacturing practice requirements, and the
cost and timing of advancing our product development initiatives related to
SkinTE. Our projection of the period of time for which our financial resources
will be adequate to support our operations is a forward-looking statement that
involves risks and uncertainties, and actual results could vary materially.



We will need to raise additional capital in the future to fund our effort to
obtain FDA approval of SkinTE and maintain our operations. Any additional equity
financing including financings involving convertible securities, if able to be
obtained, may be highly dilutive, on unfavorable terms, or otherwise
disadvantageous, to existing stockholders. Debt financing, if available, may
involve restrictive covenants or require us to grant a security interest in our
assets. If we elect to pursue collaborative arrangements, the terms of such
arrangements may require us to relinquish rights to certain of our technologies,
products, or marketing territories. Our failure to raise additional capital when
needed, and on acceptable terms, would require us to reduce our operating
expenses and would limit our ability to continue operations, any of which would
have a material adverse effect on our business, financial condition, results of
operation, and prospects.



Results of Operations


Changes in Polarity's Operations

There have been significant changes in our operations affecting our results of operations for the nine-month period ended September 30, 2022, compared to nine-month period ended September 30, 2021.





On July 23, 2021, we submitted an IND for SkinTE to the FDA through our
subsidiary, PTE-MD, as the first step in the regulatory process for obtaining
licensure for SkinTE under Section 351 of the Public Health Service Act. The FDA
subsequently issued clinical hold correspondence to us identifying certain
issues that needed to be addressed before the IND could be approved. We provided
responses to the FDA, and on January 14, 2022, the FDA sent correspondence
informing us that the clinical hold had been removed. Acceptance of the IND by
the FDA enables us to commence the first of two expected pivotal studies needed
to support a BLA for SkinTE. We ceased selling SkinTE at the end of May 2021,
when the period of enforcement discretion previously announced by the FDA with
respect to its IND and premarket approval requirements for regenerative medicine
therapies, such as SkinTE, came to an end, and we do not expect to be able to
commercialize SkinTE until our BLA is approved, which we believe will take at
least three to four years. Consequently, we recognized products net revenues in
the nine months of 2021, and did not have any such revenues in the first nine
months of 2022.



32







Our subsidiary, Arches Research, Inc. ("Arches") began offering COVID-19 testing
services in May 2020 under 30-day renewable testing agreements with multiple
nursing home and pharmacy facilities in the state of New York controlled by a
single company, which substantially added to our services net revenues in the
first three months of 2021. When the New York nursing homes and pharmacies
adopted on-site employee testing at the end of March 2021, our COVID-19 testing
revenues declined substantially, and in August 2021, we decided to cease
COVID-19 testing. Arches focused its research and development resources on
supporting our IND and clinical trial efforts for the remainder of 2021 and
continued in that role in 2022. However, we do not expect we will have the same
need for research and development staff associated with product development and,
as a result, we reduced research and development staff in April 2022, and began
to eliminate or sell certain items of equipment that had been leased or
purchased for our research and development activity.



At the beginning of May 2018, we acquired a preclinical research and veterinary
sciences business, which we operated through our indirect subsidiary, IBEX
Preclinical Research, Inc. ("IBEX"). Utah CRO Services, Inc., a Nevada
corporation ("Utah CRO"), is our direct subsidiary and held all of the
outstanding capital stock of IBEX (the "IBEX Shares"). Utah CRO also held all
the member interest of IBEX Property LLC, a Nevada limited liability company
("IBEX Property"), that owned two unencumbered parcels of real property in
Logan, Utah, consisting of approximately 1.75 combined gross acres of land,
together with the buildings, structures, fixtures, and personal property (the
"Property"), which was leased by IBEX Property to IBEX for IBEX to conduct its
preclinical research and veterinary sciences business. On April 28, 2022, Utah
CRO sold all the IBEX Shares to an unrelated third party in exchange for a
promissory note in the principal amount of $0.4 million bearing simple interest
at the rate of 10% per annum payable interest only on a quarterly basis and all
principal and remaining accrued interest due on the five-year anniversary of the
closing of the sale of the IBEX Shares. On the same day IBEX Property closed the
sale of the Property to an affiliate of the same party that purchased the IBEX
Shares and we realized net cash proceeds of $2.3 million, after deducting
closing costs and advisory fees. Prior to April 2022, while we were exploring
the opportunities for selling IBEX and IBEX Property, IBEX assumed a more
passive approach to marketing its services, which resulted in a decline in IBEX
services revenues in the first nine months of 2022 compared to the first nine
months of 2021. Accordingly, our services net revenues were nominal from the
beginning of 2022 through the sale of IBEX and the Property completed at the end
of April 2022, and services net revenues generated by IBEX ended permanently
after the sale.



As a result of the foregoing developments, we made a number of changes to our
operations that impacted our results of operations. These included reductions in
our work force and reducing the services and infrastructure needed to support a
larger work force and commercial sales effort.



Comparison of the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021.





                                        For the Nine                        Increase
                                        Months Ended                       (Decrease)
                               September 30,     September 30,
(in thousands)                     2022              2021            Amount             %
                                         (Unaudited)
Net revenues
Products                       $           -     $       2,924     $    (2,924 )          (100 )%
Services                                 814             5,438          (4,624 )           (85 )%
Total net revenues                       814             8,362          (7,548 )           (90 )%
Cost of sales
Products                                   -               448            (448 )          (100 )%
Services                                 616             3,275          (2,659 )           (81 )%
Total costs of revenues                  616             3,723          (3,107 )           (83 )%
Gross profit                             198             4,639          (4,441 )           (96 )%

Operating costs and expenses
Research and development               8,489            10,491          (2,002 )           (19 )%
General and administrative            12,456            14,999          (2,543 )           (17 )%
Sales and marketing                        -             2,718          (2,718 )          (100 )%
Restructuring and other
charges                                   38               678            (640 )           (94 )%
Impairment of assets held
for sale                                 223                 -             223             100 %
Total operating costs and
expenses                              21,206            28,886          (7,680 )           (27 )%
Operating loss                       (21,008 )         (24,247 )         3,239             (13 )%
Other income (expense), net
Gain on extinguishment of
debt                                       -             3,612          (3,612 )          (100 )%
Change in fair value of
common stock warrant
liability                             13,719             4,134           9,585             232 %
Inducement loss on sale of
liability classified
warrants                                   -            (5,197 )         5,197             100 %
Interest income (expense),
net                                      (33 )            (106 )            73              69 %
Other income, net                         83               185            (102 )           (55 )%
Net loss                       $      (7,239 )   $     (21,619 )   $    14,380             (67 )%




33






Comparison of the three months ended September 30, 2022, compared to the three months ended September 30, 2021.





                                     For the Three Months                     Increase
                                             Ended                           (Decrease)
                               September 30,       September 30,
(in thousands)                      2022               2021            Amount             %
                                          (Unaudited)
Net revenues
Services                       $            -      $       1,116     $    (1,116 )          (100 )%
Total net revenues                          -              1,116          (1,116 )          (100 )%
Cost of sales
Services                                    -                634            (634 )          (100 )%
Total costs of revenues                     -                634            (634 )          (100 )%
Gross profit                                -                482            (482 )          (100 )%

Operating costs and expenses
Research and development                2,551              3,870          (1,319 )           (34 )%
General and administrative              2,685              3,687          (1,002 )           (27 )%
Sales and marketing                         -                 93             (93 )          (100 )%
Restructuring and other
charges                                     -                242            (242 )          (100 )%
Impairment of assets held
for sale                                  169                  -             169             100 %
Total operating costs and
expenses                                5,405              7,892          (2,487 )           (32 )%
Operating loss                         (5,405 )           (7,410 )         2,005              27 %
Other income (expense), net
Change in fair value of
common stock warrant
liability                               1,984              6,354          (4,370 )           (69 )%
Interest income (expense),
net                                        (4 )              (29 )            25              86 %
Other income, net                          25                 64             (39 )           (61 )%
Net loss                       $       (3,400 )    $      (1,021 )   $    (2,379 )           233 %




Net Revenues and Gross Profit. We ceased commercial sales of SkinTE in the
second calendar quarter of 2021 and sold the IBEX services business at the end
of April 2022, so we were not engaged in any revenue generating business
activity at September 30, 2022, and do not expect to generate operating revenues
from any business activity for the foreseeable future. The decreases in
revenues, cost of revenues, and gross profit for the nine-month and three-month
periods ended September 30, 2022, compared to the same periods in 2021 are
consistent with our cessation of revenue-generating business activity.



34







Operating Costs and Expenses. Operating costs and expenses decreased $7.7
million, or 27%, for the nine-month period ended September 30, 2022, compared to
the nine-month period ended September 30, 2021, and decreased $2.5 million, or
32%, for the three-month period ended September 30, 2022, compared to the
three-month period ended September 30, 2021.



Research and development expenses decreased 19% for the nine-month period ended
September 30, 2022, compared to the nine-month period ended September 30, 2021,
and decreased 34% for the three-month period ended September 30, 2022, compared
to the three-month period ended September 30, 2021. The decrease is primarily
attributable to costs incurred in the nine-month period ended September 30,
2021, for completing our pre-IND diabetic foot ulcers trial, lab supplies for
work on preparing the technical items for our IND, and consulting services for
preparing our IND that did not recur in the nine-month period ended September
30, 2022, which was partially offset by an increase primarily attributable to
SkinTE manufacturing and overhead personnel redirecting their efforts following
the cessation of SkinTE sales to research and development activities,
manufacturing costs for SkinTE produced for use in the COVER DFUs Trial, and
increased costs related to quality control supplies and infrastructure
implemented for the COVER DFUs Trial.



The amount of general and administrative expenses decreased 17% for the
nine-month period ended September 30, 2022, compared to the nine-month period
ended September 30, 2021, and decreased 27%, for the three-month period ended
September 30, 2022, compared to the three-month period ended September 30, 2021.
We effectuated a reduction in force for our commercial operations in the second
quarter of 2021. Consequently, there were reductions in cash compensation, stock
compensation, consulting fees, and travel expense. Furthermore, with the
cessation of SkinTE sales we re-allocated manufacturing supplies and
compensation from general and administrative expenses to research and
development costs. These reductions were offset by professional fees incurred in
connection with our pursuit of a strategic transaction that did not materialize,
and investment banking fees paid in connection with an at-the-market offering we
terminated in the first quarter of 2022.



In the first nine months of 2021, we incurred sales and marketing costs related
to our commercial sales effort that did not recur in the first nine months of
2022. In connection with terminating commercial sales of SkinTE, we realized as
a restructuring charge a loss on impairment of property and equipment in the
amount of $0.4 million and a charge of $0.6 million for employee severance and
revaluing of equity awards related to severance, which was offset by a gain of
$0.3 million from early termination of an office/ laboratory lease in Augusta,
Georgia. In the first nine months of 2022 we realized a charge of $0.2 million
from impairment of equipment to be sold and a nominal amount of restructuring
charges on employee severance.



Operating Loss and Net Loss. Operating loss decreased $3.2 million, or 13%, for
the nine-month period ended September 30, 2022, compared to the nine-month
period ended September 30, 2021, and decreased $2.0 million, or 27%, for the
three-month period ended September 30, 2022, compared to the three-month period
ended September 30, 2021.



Net loss decreased $14.4 million, or 67%, for the nine-month period ended
September 30, 2022, compared to the nine-month period ended September 30, 2021,
and increased $2.4 million, or 233%, for the three-month period ended September
30, 2022, compared to the three-month period ended September 30, 2021. Warrants
issued in connection with financings we completed in 2022, 2021 and 2020 are
classified as liabilities and remeasured each period until settled, classified
as equity, or expiration. As a result of the periodic remeasurement, we recorded
a gain for change in fair value of common stock warrant liability of $13.7
million for the nine-month period ended September 30, 2022, compared to a gain
of $4.1 million for the nine-month period ended September 30, 2021, and a gain
for change in fair value of common stock warrant liability of $2.0 million for
the three-month period ended September 30, 2022, compared to a gain of $6.4
million for the three-month period ended September 30, 2021. For additional
information on the change in fair value of common stock warrant liability please
see Note 4 to the condensed consolidated financial statements included in this
report. We issued common stock purchase warrants in January 2021, as an
inducement to holders of warrants issued in December 2020 to exercise those
December warrants. As a result, we recognized an inducement loss of $5.2 million
for the nine-month period ended September 30, 2021. There was no similar
inducement loss in the first nine months of 2022.



35







Non-GAAP Financial Measure



The table below provides a reconciliation of adjusted net loss, which is a
non-GAAP measure that shows net loss before fair value adjustments relating to
our common stock warrant liability and warrant inducement loss, to GAAP net
loss. We believe adjusted net loss is useful to investors because it eliminates
the effect of non-operating items that can significantly fluctuate from period
to period due to fair value remeasurements. For purposes of calculating non-GAAP
per share metrics, the same denominator is used as that which was used in
calculating net loss per share under GAAP. Other companies may calculate
adjusted net loss differently than we do. Adjusted net loss has limitations as
an analytical tool and you should not consider adjusted net loss in isolation or
as a substitute for our financial results prepared in accordance with GAAP.



             Adjusted Net Loss Attributable to Common Stockholders

                  (in thousands - unaudited non-GAAP measure)



                                  For the Three Months Ended            For the Nine Months Ended
                                         September 30,                        September 30,
                                   2022                2021              2022                2021
GAAP Net Loss                  $      (3,400 )     $      (1,021 )   $      (7,239 )     $    (21,619 )
Change in fair value of
common stock warrant
liability                             (1,984 )            (6,354 )         (13,719 )           (4,134 )
Inducement loss on sale of
liability classified
warrants                                   -                   -                 -              5,197
Non-GAAP adjusted net loss
attributable to common
stockholders - basic &
diluted                        $      (5,384 )     $      (7,375 )   $     (20,958 )     $    (20,556 )

GAAP net loss per share
attributable to common
stockholders
Basic*                         $       (0.47 )     $       (0.31 )   $       (1.08 )     $      (6.81 )
Diluted*                       $       (0.47 )     $       (0.37 )   $       (1.54 )     $      (6.81 )

Non-GAAP adjusted net loss
per share attributable to
common stockholders
Basic and diluted*             $       (0.75 )     $       (2.27 )   $       (3.12 )     $      (6.47 )

* Giving retroactive effect to the 1-for-25 reverse stock split effectuated on May 16, 2022

Critical Accounting Policies and Estimates





The preparation of financial statements in accordance with GAAP requires both
the use of estimates and judgment relative to the application of appropriate
accounting policies. We are required to make estimates and assumptions in
certain circumstances that affect amounts reported in the Unaudited Condensed
Consolidated Financial Statements and related footnotes. We evaluate these
estimates and assumptions on an ongoing basis based on historical developments,
market conditions, industry trends, and other information that we believe to be
reasonable under the circumstances. There can be no assurance that actual
results will conform to these estimates and assumptions or that reported results
of operations will not be materially and adversely affected by the need to make
accounting adjustments to reflect changes in these estimates and assumptions
from time to time. Our critical accounting policies are more fully described in
Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and
Results of Operations" presented in our 2021 Annual Report. There have been no
changes in our critical accounting policies from December 31, 2021.



36






Disclosure Regarding Forward-Looking Statements





This Quarterly Report on Form 10-Q contains forward-looking statements. Risks
and uncertainties are inherent in forward-looking statements. Furthermore, such
statements may be based on assumptions that fail to materialize or prove
incorrect. Consequently, our business development, operations, and results could
differ materially from those expressed in forward-looking statements made in
this Quarterly Report. We make such forward-looking statements pursuant to the
safe harbor provisions in Section 27A of the Securities Act of 1933, as amended
(the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). All statements other than statements of
historical facts contained in this Quarterly Report are forward-looking
statements. In some cases, you can identify forward-looking statements by words
such as "anticipate," "believe," "contemplate," "continue," "could," "estimate,"
"expect," "intend," "may," "plan," "potential," "predict," "project," "seek,"
"should," "target," "would," or the negative of these words or other comparable
terminology. These forward-looking statements include, but are not limited

to,
statements about:


? our ability to raise capital to fund our operations;

? the timing or success of obtaining regulatory licenses or approvals for

initiating clinical trials or marketing our products;

? the initiation, timing, progress, cost, and results of clinical trials under

our open IND for DFUs;

? the initiation, timing, progress, cost, and results of other INDs for SkinTE in

additional indications and the clinical trials that may be required under those

INDs;

? sufficiency of our working capital to fund our operations in the near and long

term, which raises doubt about our ability to continue as a going concern;

? infrastructure required to support operations in future periods, including the

expected costs thereof;

? estimates associated with revenue recognition, asset impairments, and cash

flows;

? variance in our estimates of future operating costs;

? future vesting and forfeitures of compensatory equity awards;

? the effectiveness of our disclosure controls and our internal control over

financial reporting;

? the impact of new accounting pronouncements;

? size and growth of our target markets; and

? the initiation, timing, progress, and results of our research and development


   programs.



Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, without limitation:

? the need for, and ability to obtain, additional financing in the future;

? the ability to comply with regulations applicable to the development,

production, and distribution of SkinTE;

? the timing and requirements associated with obtaining FDA acceptance of our

second clinical trial;

? the ability to obtain subject enrollment in our trials at a pace that allows

the trials to progress on the schedules we have established with our CRO;

? unexpected developments or delays in the progress of our clinical trials;

? the scope of protection we can establish and maintain for intellectual property

rights covering our product candidates and technology;

? the ability to gain adoption by healthcare providers of our products for

patient care;

? developments relating to our competitors and industry;

? new discoveries or the development of new therapies or technologies that render

our products or services obsolete or unviable;

? the ability to find and retain skilled personnel;

? outbreaks of disease, including the COVID-19 pandemic, and related stay-at-home

orders, quarantine policies and restrictions on travel, trade, and business

operations;

? political and economic instability, whether resulting from natural disasters,

wars (such as the conflict between Russia and Ukraine), terrorism, pandemics,

or other sources;

? changes in economic conditions, including inflation, rising interest rates,

lower consumer confidence, and volatile equity capital markets;

? inaccuracies in estimates of our expenses, future revenues, and capital

requirements;

? future accounting pronouncements; and

? unauthorized access to confidential information and data on our information


   technology systems and security and data breaches.




37


Forward-looking statements relate to future events or to our future financial
performance and involve known and unknown risks, uncertainties, and other
factors that may cause our actual results, performance, or achievements to be
materially different from any future results, performance, or achievements
expressed or implied by these forward-looking statements. Any forward-looking
statement in this Quarterly Report on Form 10-Q reflects our current view with
respect to future events and is subject to these and other risks, uncertainties,
and assumptions relating to our operations, results of operations, industry, and
future growth. Given these uncertainties, you should not place undue reliance on
these forward-looking statements. Except as required by law, we assume no
obligation to update or revise these forward-looking statements for any reason,
even if new information becomes available in the future.



This Quarterly Report on Form 10-Q may also contain estimates, projections, and
other information concerning our industry, our business, and the markets for
certain diseases, including data regarding the estimated size of those markets,
and the incidence and prevalence of certain medical conditions. Information that
is based on estimates, forecasts, projections, market research, or similar
methodologies is inherently subject to uncertainties, and actual events or
circumstances may differ materially from events and circumstances reflected in
this information. Unless otherwise expressly stated, we obtained industry,
business, market, and other data from reports, research surveys, studies, and
similar data prepared by market research firms and other third parties,
industry, medical and general publications, government data, and similar
sources.

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