The following discussion and analysis of the Company's financial condition and results of operations should be read together with our audited financial statements and the notes thereto, included in "Item 8. Financial Statements and Supplemental Data" of this Report. This discussion contains certain forward-looking statements based on the views and beliefs of our management, as well as assumptions and estimates made by our management. These statements are subject to risks and uncertainties, and are influenced by various factors. Our actual results may differ materially from those in these forward-looking statements as a result of many factors, including those set forth under "Item 1A. Risk Factors" of this Report.





Organizational Overview

Regnum Corp. was incorporated on March 31, 2016 under the laws of the State of Nevada. We were initially formed for the primary business purpose of servicing the increasing demand for premium entertainment content and becoming a depository of unpublished intellectual properties for resale with a focus on achieving profitability and sustaining business growth. Our business model was, until April 2021 based on acquiring unproduced and unpublished quality intellectual properties at a discount from studios, agencies, and production companies, for subsequent recycling or production in a wide variety of media, with the intent to resell such works back to the entertainment community for a profit.

Since April 2021, the Company's business model has been focused on developing and commercializing therapeutics that treat rare and infectious diseases, specifically in populations that are neglected or face adherence challenges due to inconvenient dosing or delivery system, tolerability, or cost and accessibility of available therapeutic options. Under certain license and commercial agreements with CytoDyn, the Company's primary asset is the commercial rights to leronlimab (also known as "PRO 140") in all HIV indications within the United States. On October 28, 2022, CytoDyn reported that it voluntarily withdrew its leronlimab BLA submission for MDR HIV. CytoDyn reported that it intends to continue studying leronlimab in other HIV-related indications, which the Company would, if approved by the FDA, have the right to commercialize in the United States.

Critical Accounting Policies and Estimates





Basis of Presentation

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We monitor our estimates on an on-going basis for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.






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Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America ("GAAP"). The Company has adopted a December 31 fiscal year end.

Our critical accounting policies are outlined in "Note 1 - Summary of Significant Accounting Policies" to the Note to the Financial Statements, included elsewhere in this Report.





JOBS Act:

Section 107 of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. As an emerging growth company, we have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.





Plan of Operations

Our current business plan is to commercialize leronlimab if and when it receives approval by the FDA. Since announcements of the partial clinical hold and BLA withdrawal, we are also seeking to acquire or in-license other pharmaceutical products or product candidates. The Company's business plan changed significantly and materially in April 2021, after the period for which a sizable portion of the financial statements presented hereby cover. As a result, these results do not represent the Company's potential results in the future.

We had negative working capital of $1,160,710 as of December 31, 2022. We anticipate the need for additional funding in order to continue our operations at their current levels, and to pay the costs associated with being a public company and, when required, will raise it through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital, it may hurt our ability to grow and to generate future revenues.

Material Factors Impacting Our Performance

Dependence on CytoDyn in General

The Company's business plan as of the date of this Report is wholly-dependent on its Commercialization and License Agreement with CytoDyn. If CytoDyn fails to obtain, or if there are delays in obtaining, required regulatory approvals for leronlimab, the Company will not be able to commercialize that product candidate, and the ability to generate revenue and the viability of the Company in general will be materially impaired. The regulatory approval process of the FDA can be lengthy, time consuming and is inherently unpredictable, which may affect the commercial viability of our product candidate. Moreover, the Company has no approval or participation rights with respect to such regulatory approval process for leronlimab, and is therefore dependent on CytoDyn in this regard. If CytoDyn is unable to obtain regulatory approval for leronlimab, the Company's current business plan, results of operations, and financial condition would be materially and adversely affected.

Dependence on CytoDyn for Leronlimab Manufacturing

Even if leronlimab is approved by the FDA (of which no assurances can be given), the Company does not own or operate a pharmaceutical manufacturing facility, and would be unable to manufacture its own supply of leronlimab. As such, the Company will depend upon CytoDyn for the supply of leronlimab, per the terms of its Supply Agreement, as well as CytoDyn's third-party manufacturing organizations and suppliers for all commercial grade quantities of leronlimab. While the Supply Agreement contains certain customary representations, warranties and covenants, if CytoDyn fails to meet its obligations under the Supply Agreement, the Company may be unable to find a suitable replacement supplier for leronlimab of comparable quality and terms acceptable to the Company. If the Company is unable to commercialize leronlimab, its current business plan, results of operations, and financial condition would be materially and adversely affected.

Requirement to Develop Sales and Marketing Capability

If leronlimab is approved by the FDA (of which no assurances can be given), the Company's principal business will be to commercialize leronlimab in its approved indications. The Company currently has no sales and marketing personnel or infrastructure, and other than the past experience of the Company's management, the Company has no sales and distribution experience and will need to build a marketing and sales organization. The Company expects to invest significant financial and management resources to build these capabilities. To the extent leronlimab or any other product candidates for which we maintain commercial rights are approved for marketing, if the Company is unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell its approved products, the Company may not be able to market and sell any product effectively or generate product revenues.





Inflation

Over the past year, the U.S. has entered into a period of significant price inflation. Presently, inflation is not a significant factor in the current or anticipated operation of the Company's business. However, continued inflation in the future could impact the Company's business, including in connection with the costs of labor, which could adversely affect the Company's business, results of operation, and financial condition.

Results of Operations for the Year Ended December 31, 2022 compared to the Year Ended December 31, 2021

We had no revenue for the years ended December 31, 2022 and December 31, 2021.

Our operating expenses for the year ended December 31, 2022 were $735,835 which consisted of legal and professional fees of $222,657 and general and administrative expenses of $513,178. For the year ended December 31, 2021, our operating expenses were $368,374 which consisted of, legal and professional fees of $162,204 and general and administrative expenses of $206,170. Our operating expenses are primarily due to normal business operations and increased due to legal and professional fees incurred for due diligence reviewing agreements for future activities and general and administrative expenses for business development, shared services, and the addition of insurance coverage for E&O and D&O during 2022.

We had a net loss of $780,887 for the year ended December 31, 2022, compared to net loss of $269,830 for the year ended December 31, 2021. The increase in net loss is due to the increases in legal and professional fees and general and administrative expenses.






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Liquidity and Capital Resources

The Company's cash position was $782,872 at December 31, 2022, compared to $1,488,419 at December 31, 2021. On October 8 of 2021, the company obtained a loan of $1,500,000 from its principal shareholder Phoenixus to support clinical development and general expenses. Prior to that loan, the company's cash needs were met via payments made on its behalf by Vyera in 2021 which is a related party of the Company, and were recorded as accounts payable - related party. As of December 31, 2022, the Company had current assets of $864,677 and current liabilities of $2,025,387 compared to $1,488,919 and $1,868,742 as of December 31, 2021. This resulted in negative working capital of $1,160,710 at December 31, 2022, and $379,823 at December 31, 2021.

Net cash used in operating activities amounted to $705,547 for the year ended December 31, 2022, compared to using net cash of $11,581 for the year ended December 31, 2021.

Net cash used in investing activities amounted to $0 for the years ended December 31, 2022 and December 31, 2021.

Net cash provided by financing activities was $0 and $1,500,000 for the years ended December 31, 2022 and 2021, respectively.

We do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers, directors or majority stockholders. Additional financing may not be available on favorable terms, if at all.

In the future, we may be required to seek additional capital by selling additional debt or equity securities, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then stockholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to curtail or abandon our business operations, and any investment in the Company could become worthless.

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