You should read the following discussion and analysis of our financial condition
and results of operations together with our condensed financial statements and
related notes appearing elsewhere in this quarterly report on Form 10-Q. This
discussion and analysis contains forward-looking statements that involve risks,
uncertainties and assumptions. The actual results may differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including, but not limited to, those set forth under "Risk Factors" in
this report and in our annual report on Form 10-K for the fiscal year ended
December 31, 2020, filed with SEC on March 30, 2021.
Company Overview
The Company develops, manufactures, and markets a patented hemostatic gauze for
the healthcare and wound care sectors. Our gauze product, HemoStyp, is a
neutralized, oxidized, regenerated cellulose ("NORC") derived from cotton and
designed to absorb exudate/drainage from superficial wounds and help control
bleeding. The Company is in the process of seeking regulatory approval to sell
our Hemostyp product line into the U.S. Class III surgical market. HemoStyp also
has applications in the 510k, topical application markets that represent
potential commercial opportunities for the products.
Our HemoStyp Gauze Products
HemoStyp hemostatic gauze is a collagen-like natural substance created from
chemically treated cellulose derived from cotton. It is an effective hemostatic
agent registered with the FDA for superficial use under a 510k approval obtained
in 2012 to help control bleeding from open wounds and body cavities. The
HemoStyp hemostatic material contains no chemical additives, thrombin or
collagen, and is hypoallergenic. When the product comes in contact with blood it
expands slightly and quickly converts to a gel that subsequently breaks down
into glucose and salts. Because of its benign impact on body tissue and the fact
that it degrades to non-toxic end products, HemoStyp does not impede the healing
of body tissue as do certain competing hemostatic products. Laboratory testing
has shown HemoStyp to be 100% absorbable in the human body within 24 hours
whereas other organic regenerated cellulose products may take several days to be
fully absorbed. A comparative human trial conducted in 2019 and 2020 on 236
surgical patients demonstrated the effectiveness of HemoStyp in vascular,
thoracic and abdominal procedures.
HemoStyp hemostatic gauze is a flexible, silk-like material that is applied by
placing the gauze onto the bleeding tissue. The supple material can be easily
folded and manipulated as needed to fit the size of the wound or incision. In
surface bleeding and surgical situations, the product quickly converts to a
translucent gel that allows the physician or surgeon to monitor the coagulation
process. The gel maintains a neutral pH level which avoids damaging the
surrounding tissue. In superficial bleeding situations, HemoStyp can be bonded
to an adhesive plastic bandage or integrated into a traditional gauze component
to address a broad range of needs, including traumatic bleeding injuries and
prolonged bleeding following hemodialysis.
Potential Target Markets
Our technology can be marketed as HemoStyp Gauze in various configurations and
sizes both nationally and internationally. Our potential customer base for our
HemoStyp includes, without limitation, the following (noting that we have
several formats of Trauma Gauze):
· Hospitals and Surgery Centers for all Internal Surgical usage (in the
event we obtain FDA Class III approval)
· Hospitals, Clinics and Physicians for external trauma
· EMS, Fire Departments and other First Responders
· Military Medical Care Providers
· Nursing Homes and Assisted Living Facilities
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· Hemodialysis centers
· Dental and Oral & Maxillofacial Surgery Offices
· Veterinary hospitals
Primary Strategy
Our HemoStyp technology received an FDA 510k approval in 2012 for use in
external or superficial bleeding situations and we believe there is an
opportunity for HemoStyp products to address unmet needs in several medical
applications that represent attractive commercial opportunities. However, the
Class III surgical markets, both domestic and international, represent the most
attractive market for our products due to the smaller number of competitors
offering Class III approved hemostatic agents and the resulting premium pricing
for products that can meet the demanding requirements of the human surgical
environment. In 2018, we made the decision to focus our efforts and resources on
accessing these Class III markets to maximize the value potential of our
HemoStyp. The Class III Pre-market approval (PMA) process requires a substantial
investment of time and resources so we made the strategic determination to pause
our sales and marketing to non-Class III markets in order to devote our full
attention to the FDA process. Our extensive laboratory testing and our completed
human trial indicate that the HemoStyp technology can successfully compete
against established Class III market participants and allow us to gain a
significant market share.
As of the filing date of this Form 10-Q, the Company's PMA application is under
Substantive Review by the FDA. On October 26, 2021, the Company submitted
responses to the latest FDA requests for information and clarifications. The FDA
reserves the right under its review process to seek additional information at
any time and there can be no assurance that the PMA will be granted.
In anticipation of receiving a Class III PMA, we are evaluating paths to rapidly
grow our revenue and profits in this market segment with the objective of
maximizing shareholder value. Options under consideration include (i) a sale or
merger of the Company with an industry leader in the wound care and surgical
device sectors, which may include a pre-sale collaboration on commercialization
and distribution, (ii) one or more commercial partnerships with established
market participants, without any specific, associated sale or merger
transaction, and (iii) a capital raising program to establish and grow our own
marketing and distribution capabilities and generate revenue and profits
organically.
The Company has been contacted by several medical technology companies that are
active in the surgical equipment and hemostatic products sectors, and who have
expressed an interest in the Company's products and business strategy. In
response to these inbound contacts, we continue to engage in regular discussions
to evaluate the potential commercial partnerships as we approach the FDA
decision on our Class III PMA application. There can be no assurances that any
specific transaction will occur as a result of this strategy. No assurances can
be given that the Company will identify suitable strategic or commercialization
candidate(s) or complete a transaction.
Manufacturing and Packaging of our Products
The Company's NORC products are manufactured largely in the United States to our
specifications and using our equipment through a contract manufacturing
arrangement with an FDA certified contract manufacturer that maintains stringent
quality control protocols to assure the uniformity and quality of all of our
gauze products. Information on our equipment, the manufacturing process and our
partner's facility has been submitted as part of our PMA submission, which
includes the FDA inspection records of the facility. Certain of our adhesive
bandage formats designed for the 510k market are manufactured by a separate
contractor based in China.
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Patents and Trademarks
Our NORC technology is protected through patents issued by the U.S. Patent and
Trademark Office ("USPTO") in 2013 and which protection currently runs through
2029. In 2020, we filed an additional U.S. patent that would protect the use of
our NORC technology in a gel or hydrocolloid formulation. On January 21, 2021,
the U.S. Patent Office provided notification of publication of the Company's
patent application for the method of forming and using a hemostatic
hydrocolloid. This publication does not imply any assurance of the receipt of
the patent but establishes an obligation of any party that seeks to use the
applicable method to pay royalties for the right to do so. The patent
application for this process remains pending as of the date of this filing.
On February 11, 2021, the Company was notified that its application to establish
global patent protection for the process of creating and deploying a
hydrocolloid (or gel) format of its previously patented HemoStyp hemostatic
gauze was accepted for publication under the procedures of the Patent
Cooperation Treaty ("PCT"), which is an international patent law treaty which
provides a unified procedure for filing a patent application in most foreign
countries. The Company previously filed provisional patent applications for its
HemoStyp gauze and the hydrocolloid process in July 2019 and 2020, respectively.
The Company now has up to one year to register specific patents in those
countries where it wishes to commercialize any future HemoStyp gel formats and
will do so as its gel-related R&D activity progresses through 2021.
The Company has registered trademarks for the following:
· BooBoo Strips
· The Ultimate Bandage
· Hemostrip
· Nik Fix
Results of Operations for the three months ending September 30, 2021 and 2020
The following table sets forth a summary of certain key financial information
for the three months September 30, 2021 and 2020:
For the Three Months Ended September 30,
2021 2020
Revenue $ - $ 136
Gross profit $ - $ 102
Operating (expenses) $ (724,416 ) $ (9,105,901 )
Operating (loss) $ (724,416 ) $ (9,105,799 )
Other income (expense) $ - $ (115,560 )
Net (loss) $ (724,416 ) $ (9,221,359 )
Basic and diluted $ (0.00 ) $ (0.05 )
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Three Months ended September 30, 2021 versus Three Months ended September 30,
2020
During the three months ended September 30, 2021 and 2020, the Company had $0
and $136 of revenues, respectively. The minimal revenues are due to the
continued focus of the Company's capital and resources towards obtaining a Class
III PMA. The Company is continuing this strategy based on our belief that the
greatest value to our shareholders will come from obtaining this PMA and, if
granted, pursuing opportunities that we anticipate will be available to the
Company.
Total operating expenses for the three months ended September 30, 2021 and 2020
were $724,416 and $9,105,901, respectively.
The decrease in operating expenses is mainly due to a decrease in stock-based
compensation expense of $8,418,422 and a decrease in research and development
expenses of $40,285. The decrease in stock-based compensation is due to the
Company having recorded $8,484,672 of stock-based compensation related to an
amendment to the restricted stock award agreement made during the three month
period ended September 30, 2020. The amendment resulted in the vesting of
7,595,000 of RSUs and the immediate recognition of $5,392,450 of expenses and an
additional $3,092,222 of stock-based compensation from the amortization of the
RSUs that vested on January 1, 2021. In addition, the Company issued 250,000
shares of common stock to consultants for services with a value of $153,750
during the three month period ended September 30, 2020. The Company only
incurred stock-based compensation of $220,000 during the three-month period
ended September 30, 2021 related to the vesting of RSU's.
Other income (expense) for the three months ended September 30, 2021 and 2020
was $0 and $(115,560), respectively. The decrease in other expense was due to a
decrease in interest expense of $115,560 as the Company had no outstanding notes
payable or other interest bearing obligations during the three month period
ended September 30, 2021. During the three month period ended September 30,
2020, the Company had total interest expense of $115,560 comprised of $111,606
for amortization of beneficial conversion features on convertible notes payable
and convertible notes payable - related party.
The net loss for the three months ended September 30, 2021 was $724,416 as
compared to net loss of $9,221,359 for the comparable period of the prior year.
The decrease in the net loss is due to the Company having a decrease in
operating expenses of $8,381,485 and a decrease in other expenses of $115,560,
as explained above.
Results of Operations for the nine months ending September 30, 2021 and 2020
The following table sets forth a summary of certain key financial information
for the nine months ended September 30, 2021 and 2020:
For the Nine Months Ended September 30,
2021 2020
Revenue $ 59 $ 563
Gross profit $ 34 $ 368
Operating (expenses) $ (28,729,704 ) $ (10,377,849 )
Operating (loss) $ (28,729,670 ) $ (10,377,481 )
Other income (expense) $ (346,360 ) $ (162,751 )
Net (loss) $ (29,076,030 ) $ (10,540,232 )
Basic and diluted $ (0.13 ) $ (0.06 )
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Nine Months ended September 30, 2021 versus Nine Months ended September 30, 2020
During the nine months ended September 30, 2021 and 2020, the Company had $59
and $563 of revenues, respectively. The minimal revenues are due to the
continued focus of the Company's capital and resources towards obtaining a Class
III PMA. The Company is continuing this strategy based on our belief that the
greatest value to our shareholders will come from obtaining this PMA and, if
granted, pursuing opportunities that we anticipate will be available to the
Company.
Total operating expenses for the nine months ended September 30, 2021 and 2020
were $28,729,704 and $10,377,849, respectively.
The increase in operating expenses is due primarily to an increase in
stock-based compensation expenses of $17,945,626 and $562,000 related to the
settlement of litigation. The Company recorded a total $26,732,173 of
stock-based compensation during the nine months ended September 30, 2021
compared to $8,786,547 during the nine months ended September 30, 2020.
The increase in stock-based compensation is primarily related to vesting and
amortization of RSUs. During the nine months ended September 30, 2021, the
Company amended the RSU agreement with its former Chief Executive Officer and
current Chairman. The amendment resulted in the vesting of 21,970,000 RSUs along
with the issuance of an additional 2,000,000 shares of restricted stock as a
bonus. The change in vesting and issuance of the bonus shares of common stock
resulted in the immediate recognition of $26,127,300 in stock-based compensation
expense. The Company also recognized $43,121 of stock-based compensation due to
the amortization of the RSUs that vested on January 1, 2021, issued 100,000
shares of common stock for settlement of a consulting agreement valued at
$111,000 and issued 525,000 shares of common stock valued at $450,750 due to
vesting of RSUs.
During the nine months ended September 30, 2020, the Company recorded $8,484,672
of stock-based compensation related to the amendment to the restricted stock
award agreement made during the period. The amendment resulted in the vesting of
7,595,000 RSUs resulting in the immediate recognition of $5,392,450 of expenses
and an additional $3,092,222 of stock-based compensation due to the amortization
of the RSUs that vested on January 1, 2021. In addition, the Company issued
425,000 shares of common stock to consultants for services with a value of
$301,875.
Other income (expense) for the nine months ended September 30, 2021 and 2020 was
$(346,360) and $(162,751), respectively. The increase in other expense was due
to total interest expense of $615,443 and loss on debt settlement of $35,190
offset by other income of $304,273. The increase in interest expense is
primarily due to the amortization of beneficial conversion features on
convertible notes payable and convertible notes payable - related party during
the nine months ended September 30, 2021 totaling $608,710 compared to $158,110
in the nine months ended September 30, 2020. The loss on debt settlement is due
to the Company issuing shares of common stock with a fair value of $188,713 for
the settlement of $153,523 of various debts and accrued liabilities - related
party. Other income is due to the Company receiving $304,273 as full and final
payment for settlement of its December 2019 arbitration with Maxim.
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The Company's net loss for the nine months ended September 30, 2021 was
$29,076,030 as compared to net loss of $10,540,232 for the comparable period of
the prior year. The $18,535,798 increase in the net loss is due to an
$18,351,855 increase in operating expenses and an increase in other expenses
from $162,751 during the nine months ended September 30, 2020 to $346,360 for
the nine months ended September 30, 2021 as explained above.
Financial Condition, Liquidity and Capital Resources
As of September 30, 2021, the Company had a negative working capital of
$969,823. The Company has not yet attained a level of operations, and for the
foreseeable future will not be pursuing commercial operations that will allow us
to fund our current administrative and other expenses while we seek FDA Class
III approval. Our primary strategy calls for one or more commercial
collaborations to market and distribute current and future HemoStyp products to
the Class III marketplace, or to pursue a strategic transaction including a
potential sale of the Company. If we are not successful in our strategy, we
cannot assure that we will be able to fund a standalone marketing strategy, and
if we do, we cannot assure we will attain profitable operations within the next
year or at all. The report of our independent registered public accounting firm
on our 2020 financial statements includes an explanatory paragraph expressing
substantial doubt about our ability to continue as a going concern. While the
Company has funded its initial operations with private placements, and loans
from related parties, there can be no assurance that adequate financing will
continue to be available and, if available, on terms that are favorable to the
Company. Our ability to continue as a going concern is also dependent on many
events outside of our direct control, including, among other things, our ability
to achieve our business goals and objectives, as well as improvement in
operating conditions in the healthcare industry.
Cash Flows
The Company's cash on hand at September 30, 2021 and December 31, 2020 was
$153,447 and $46,076, respectively.
The following table summarizes selected items from our statements of cash flows
for the nine months ended September 30, 2021 and 2020:
For the Nine Months Ended
September 30,
2021 2020
Net cash used in operating activities $ (457,629 ) $ (1,180,494 )
Net cash used in investing activities - (92,089 )
Net cash provided by financing activities 565,000 1,262,664
Net increase (decrease) in cash and cash equivalents $ (107,371 ) $ (9,919 )
Net Cash Provided by (Used in) Operating Activities
Net cash used in operating activities for the nine months ended September 30,
2021 was $457,629. The Company had net loss of $29,076,030 offset by non-cash
stock-based compensation of $26,732,173, amortization of debt discount of
$608,710, stock issued for litigation settlement of $312,000 and a loss on
settlement of debt of $35,190. The Company also had a decrease in inventory of
$25, change in accounts payable and accrued expenses of $442,857, a change in
accounts payable and accrued expenses related party of $367,446 and a change in
accrued litigation settlement of $125,000. The Company also had an increase in
prepaid and other current assets of $5,000.
Net cash used in operating activities for the nine months ended September 30,
2020 was $1,180,494. The Company had net loss of $10,540,232 offset by
stock-based compensation of $8,786,547, amortization of debt discount of
$158,110 a decrease in inventory of $194, an increase in accounts payable and
accrued expenses of $279,782 and an increase in accrued liabilities - related
party of $145,105. The Company also had an increase in prepaid and other current
assets of $10,000.
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Net Cash Used by Investing Activities
The Company did not have any investing activities during the nine months ended
September 30, 2021.
Net cash used in investing activities for the nine months ended September 30,
2020 was $92,089 for the purchase of manufacturing equipment.
Net Cash Provided by (Used in) Financing Activities
Net cash provided by financing activities for the nine months ended September
30, 2021 was $565,000 consisting of $24,000 in proceeds from a related party
loan, $426,000 in proceeds from the sale of stock and $115,000 in proceeds from
the issuance of convertible notes.
Net cash provided by financing activities for the nine months ended September
30, 2020 was $1,262,664 consisting of $325,000 in proceeds from a convertible
loan, $337,730 from related parties, $1,105,696 in proceeds from the sale of
stock offset by payments of $505,762 made on related party loans.
Off-Balance Sheet Arrangements
As of September 30, 2021, we have no off-balance sheet arrangements.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with generally accepted accounting principles in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements, and revenues and expenses during the periods
reported. Actual results could materially differ from those estimates. We have
identified the following items as critical accounting policies.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from
Contracts with Customers. Under ASC 606, the Company recognizes revenue from the
sale of its HemoStyp product by applying the following steps: (1) identify the
contract with a customer; (2) identify the performance obligations in the
contract; (3) determine the transaction price; (4) allocate the transaction
price to each performance obligation in the contract; and (5) recognize revenue
when each performance obligation is satisfied.
The Company receives orders for its HemoStyp products directly from its
customers. Revenues are recognized based on the agreed upon sales or transaction
price with the customer when control of the promised goods are transferred to
the customer. The transfer of goods to the customer and satisfaction of the
Company's performance obligation will occur either at the time when products are
shipped or when the products arrive and are received by the customer. No
discounts were offered by the Company. The Company does not provide an estimate
for returns as there is no anticipation for any returns in the normal course of
business.
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Stock Based Compensation
The Company accounts for share-based compensation under the provisions of ASC
718, Compensation-Stock Compensation. Under the fair value recognition
provisions, stock-based compensation expense is measured at the fair value of
the consideration received, or the fair value of the equity instruments issued,
or liabilities incurred, whichever is more reliably measured. Share-based
compensation for all stock-based awards to employees and directors is recognized
as an expense over the requisite service period, which is generally the vesting
period.
The Company accounts for stock compensation arrangements with non-employees in
accordance with Accounting Standard Update (ASU) 2018-07, Compensation-Stock
Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment
Accounting, which requires that such equity instruments are recorded at the
value on the grant date.
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