The following discussion and plan of operations should be read in conjunction with the condensed consolidated financial statements and the notes to those statements included elsewhere in this Form 10-Q and with our Annual Report on Form 10-K for the year ended June 30, 2022. This discussion includes forward-looking statements that involve risk and uncertainties. You should review our important note about forward-looking statements preceding the condensed consolidated financial statements in Item 1 of this Part I. As a result of many factors, such as those set forth under "Risk Factors" in our Annual Report on Form 10-K, actual results may differ materially from those anticipated in these forward-looking statements.

Management's Plan of Operation





OVERVIEW OF OUR BUSINESS



Overview


Innovation Pharmaceuticals Inc. is a clinical stage pharmaceutical company developing innovative therapies with anti-infective, oncology, anti-inflammatory and dermatology applications. The Company's lead drug candidate Brilacidin is in a class of compounds called defensin-mimetics, small compounds that mimic the structure and function of defensins, also known as host defense peptides. The Company's efforts are primarily focused on advancement of Brilacidin in Oral Mucositis and in infectious diseases. Ongoing activities include Brilacidin drug manufacturing, scientific report writing, and supportive research activities. The Company also acquired an interest in BT BeaMedical Technologies Ltd. ("BTL"), which is formerly known as Squalus Medical Ltd., a private company developing a novel image guided surgical laser platform. Management is focused on other avenues of business development, including, but not limited to, joint ventures, mergers and acquisitions, strategic investments, and licensing agreements, for the purpose of diversifying corporate assets, although there can be no assurances that any agreement will be consummated in the future.





Recent Developments


As of the date of this filing, Brilacidin is being studied by independent researchers funded by US Government grants, as a potential broad-spectrum antiviral therapeutic for the treatment of viruses. Additionally, the antifungal properties of Brilacidin are being studied by several academic groups, including NIH/NIAID-affiliated researchers. We anticipate these studies to continue as long as researchers remain positive about the antiviral and antifungal properties and therapeutic potential of Brilacidin and government funding is available.

On November 15, 2022, the Company announced a scientific poster on the antiviral activity of Brilacidin was accepted for presentation at the 2022 Chemical and Biological Defense Science & Technology Conference. Data generated in alphaviruses and bunyaviruses showed that Brilacidin possesses both antiviral and anti-inflammatory properties, reinforcing its potential as a broad-spectrum antiviral.

On November 28, 2022, the Company announced BT BeaMedical Technologies ("BTL"), a company in which it maintains a minority stake, received FDA clearance for its surgical laser family. The BTL technology was cleared by the FDA in five different wavelengths and for soft tissue use in a number of clinical specialties.

On December 13, 2022, the Company reported new in vivo antifungal data showing Brilacidin's potential for treating fungal keratitis. In an A. fumigatus mouse model, compared to control, Brilacidin reduced fungal burden and disease severity, while also improving corneal thickness.

On January 9, 2023, the Company announced BTL and Shina Systems Ltd., a company specializing in medical imaging software platforms, entered into a definitive strategic agreement. The agreement is intended to accelerate the development, regulatory clearance and commercial deployment of BTL laser technology for brain surgery.

In January 2023, the Company was notified by the United States Patent and Trademark Office (USPTO) that its US Patent Application 16/991812 - Host Defense Protein (HDP) Mimetics for Prophylaxis And/Or Treatment of Inflammatory Bowel Diseases of the Gastrointestinal Tract is allowed for issuance as a patent; Notice of Allowance was issued by USPTO on January 25, 2023.

In January 2023, the Company and University of São Paulo (USP), Brazil, entered into a collaborative research agreement related to investigating the broad-spectrum activity and treatment potential of Brilacidin in fungal diseases. Under terms of the agreement, USP researchers are to conduct pre-clinical efficacy, mechanism, resistance and immunological studies of Brilacidin against Aspergillosis, Cryptococcus and Candida, with USP eligible to receive future royalties should Brilacidin eventually be marketed as an antifungal.






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Business Development and Licensing

The Company is actively engaged in business development and licensing initiatives with specialty and global pharmaceutical companies. The Company may also seek to enter into agreements with other third-party entities for research, development, and commercialization of other types of technologies or products. The goal of these efforts is to diversify and add value to the Company's assets. From time to time, the Company may be party to various indications of interest and term sheets and participate in preliminary discussions and negotiations regarding potential licensing or partnership arrangements. It remains the Company's primary objective to complete licensing deals, territorial and/or global, to provide access to non-dilutive capital to advance clinical assets forward in the most expeditious and cost-effective manner. The Company can make no assurance that partnerships will occur, but is committed toward executing on these potential alliance and partnership opportunities.

In July 2019, the Company entered into a license agreement with Alfasigma S.p.A. ("Alfasigma"), granting Alfasigma the worldwide right to develop, manufacture and commercialize rectally administered Brilacidin for ulcerative proctitis/ulcerative proctosigmoiditis ("UP/UPS"). The license agreement provides Alfasigma with a right of first refusal for Brilacidin for the treatment of more extensive forms of inflammatory bowel disease (IBD), such as ulcerative colitis and Crohn's disease, as well as a right of first negotiation for Brilacidin in other gastrointestinal indications. Phase 1 studies in healthy volunteers using Brilacidin in a proprietary Alfasigma formulation have successfully completed. In late September 2022, Alfasigma notified the Company that a revised clinical development plan for UP/UPS, incorporating regulatory authority feedback, is being enacted. Alteration to treatment duration requires further preclinical research, and the Company has been advised by Alfasigma that a Phase 2 multinational clinical trial conduct is estimated to start in 2H2023. Brilacidin drug substance is manufactured under direction of the Company as part of the licensing agreement with Alfasigma. The Company is eligible to receive $24 million in upfront and milestone payments, and a 6 percent royalty (net sales) upon the successful marketing of Brilacidin for UP/UPS. There can be no assurance that Alfasigma will meet their estimated timeline.

The Company and Fox Chase Chemical Diversity Center, Inc. ("FCCDC") have a collaborative research agreement related to an antifungal drug discovery program. In exchange for a six percent fee tied to all potential future proceeds, the Company granted FCCDC all discovery, intellectual property and commercialization rights related to its share of this joint antifungal drug program which is for a compound other than Brilacidin. On May 3, 2022, the Company received payment of $18,000 from FCCDC based on FCCDC's third-party license of this compound. Subsequently, this third party license was terminated in January 2023.





Development Programs



Compound   Target/Indication                 Clinical Status
Brilacidin Oral Mucositis (OM)               Phase 2 Study (completed)
                                             Phase 3 planned, contingent upon
                                             sufficient funding
           Inflammatory Bowel Disease (IBD)  Phase 2 UP/UPS Proof of Concept
                                             Study (completed)
                                             Phase 1 Safety/toleration/PK of oral
                                             dosage form (completed)
           ABSSSI (Acute Bacterial Skin and  Phase 2 (completed)
           Skin Structure Infection)



We have no product sales to date and we will not receive any product revenue until we receive approval from the FDA or equivalent foreign regulatory agencies to begin marketing a pharmaceutical product. Milestone payments from our licensee are also dependent on clinical/regulatory milestones. We are actively engaged in business development for partnering Brilacidin. Developing pharmaceutical products, however, is a lengthy and very expensive process and there can be no assurance that we will complete such development or commercialize such pharmaceutical products for several years, if ever. Advancement of our Brilacidin clinical programs is dependent on securing sufficient working capital.

The Company devotes most of its efforts and resources on Brilacidin. We expect to concentrate on product development and engage in a limited way in product discovery, avoiding the significant investment of time and financial resources that is generally required for a promising compound to be identified and brought into clinical trials.

Set forth below is an overview of our most recent research and development efforts on Brilacidin through the date of this Quarterly Report on Form 10-Q:






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Brilacidin


COVID-19 (SARS-CoV-2), Additional Viruses

In December 2020, the U.S. Food and Drug Administrations (FDA) approved the Company's Investigational New Drug (IND) application to proceed with initiation of a randomized, placebo-controlled Phase 2 clinical trial (NCT04784897) of Brilacidin in moderate-to-severe hospitalized patients with COVID-19. Similar regulatory approval was obtained from the Russian Ministry of Health. This Phase 2 clinical trial of intravenously-administered Brilacidin (3- and 5-day dosing) for COVID-19 conducted at sites in the United States and Russia has since completed (n=120). While the trial's primary endpoint of time to sustained recovery through Day 29 was not met, patients who started study treatment within fewer than 7 days of onset of COVID-19 symptoms achieved sustained recovery more quickly (Brilacidin 5-dose group versus pooled placebo, p=0.03). Other beneficial treatment effects based on the trial's primary endpoint of sustained recovery were also observed in subgroups of patients with the highest (upper quartile) baseline values for key COVID-19 biomarkers. On two secondary endpoints, more patients treated with Brilacidin (5-dose group) achieved clinical improvement by 10 days as measured by National Emergency Warning Score 2 (NEWS2) criteria, and the mean change from baseline in NEWS2 was greater for Brilacidin treatment groups at all assessment timepoints. Additionally, under compassionate use of Brilacidin in critical cases of COVID-19, where Brilacidin was administered more frequently and over a longer duration than in the Phase 2 trial, investigators reported positive changes to subject status. Pursing a biomarker-driven approach, increasing Brilacidin dosing, targeting different patient populations, testing Brilacidin in combination with other drugs (e.g., remdesivir, given synergistic in vitro data) -- all are areas under consideration for potential future Brilacidin COVID-19 clinical trials pending obtaining government, partnership-based or other financial support. Antiviral data on Brilacidin in non-SARS-CoV-2 viruses has been generated and presented at scientific conferences. Results from the Brilacidin COVID-19 clinical trial, as well as findings from in vitro testing of Brilacidin in multiple viruses, are being prepared for publication.

IBD, Ulcerative Proctitis/Proctosigmoiditis (UP/UPS) study - A Phase 2a trial has previously been completed by the Company, comprised of three sequential cohorts, with progressive dose escalation by cohort: cohort A (6 patients) - 50 mg, cohort B (6 patients) - 100 mg, and cohort C (5 patients) - 200 mg, respectively. Treatment with Brilacidin by daily enema administration was performed for 42 days. The primary efficacy endpoint of clinical remission (accounting for stool frequency, rectal bleeding and endoscopy findings subscores) was met by the majority of patients across the cohorts. Brilacidin was generally well-tolerated. Patient quality of life (as assessed by the short inflammatory bowel disease questionnaire, or SIBDQ) showed notable improvements. Limited systemic exposure to Brilacidin was demonstrated as measured by plasma Brilacidin concentrations. In July 2019, the Company entered into a license agreement with Alfasigma, granting Alfasigma the worldwide right to develop, manufacture and commercialize rectally administered Brilacidin for UP/UPS. Phase 1 studies in healthy volunteers using Brilacidin in a proprietary Alfasigma formulation have successfully completed, and Alfasigma notified the Company in late September 2022 that a Phase 2 multinational clinical trial is estimated to start in 2H2023. There can be no assurance that Alfasigma will meet their estimated timeline.

IBD, Ulcerative Colitis (UC) - Brilacidin has also been developed as a treatment in more extensive forms of IBD. Development of a delayed release oral formulation has been in progress, with development work expanding into immediate release formulations due to unexpected findings encountered. Such findings appear due to the inherent physiochemical properties of the compound, and those of polymers used to achieve delayed release. An immediate release, multi-particulate, capsule formulation has been developed, although further work has since been halted due to instability of that formulation being identified. Hence, further advancement in the indication of ulcerative colitis requires conduct of additional formulation development work prior to Phase 1 testing of that oral formulation. Completion of formulation/analytical development work, clinical trial supply manufacturing, and subsequent progression into clinical trials, are pending securing sufficient drug supply and working capital.

Oral Mucositis (OM) study - In a randomized, double-blind Phase 2 study of Brilacidin for the prevention and control of OM in patients receiving chemoradiation for treatment of Head and Neck Cancer (HNC), Brilacidin (administered three times daily as an oral rinse) markedly reduced the rate of severe OM (WHO Grade ? 3), delayed onset of severe OM and decreased duration of severe OM. The Company and the FDA have completed an End-of-Phase 2 meeting concerning the continuing development of Brilacidin oral rinse to decrease the incidence of severe OM in HNC patients receiving chemoradiation. Both parties agreed to an acceptable Brilacidin Phase 3 development pathway, including studying Brilacidin oral rinse effects on severe OM when cisplatin, the preferred chemotherapy regimen in HNC care, is administered in higher concentrations (80-100 mg/m2) every 21 days, and at lower concentrations (30-40 mg/m2) administered weekly as part of the chemoradiation regimen.

An optimized oral rinse formulation has been developed, and 12-month stability testing shows it to be stable. Further advancement in the indication of oral mucositis requires additional drug formulation/analytical work, followed by clinical trial supply manufacturing prior to progressing to Phase 3 clinical trials. Given the low price per share of our common stock and the many multiple million dollar costs associated with a Phase 3 program, at this time clinical trial supply manufacturing and Phase 3 clinical trial conduct are delayed, with such activities pending securing sufficient working capital and/or partnership.

ABSSSI - In February 2016, the Company submitted a Special Protocol Assessment (SPA) request, along with a final protocol, to the FDA, for a Phase 3 clinical trial of Brilacidin for the treatment of Acute Bacterial Skin and Skin Structure Infection (ABSSSI) caused by gram-positive bacteria, including methicillin-resistant Staphylococcus aureus (MRSA). We received from the FDA comments and considerations for incorporation into our study design. Management decided to delay its response to the FDA due to the low price per share of our common stock and the many multiple million dollar costs associated with a Phase 3 program. Our strategy, for now, is to achieve success with other trials and attract partnering opportunities that may provide significant upfront payments and milestone payments, which can then be used to fund the ABSSSI program. We see ABSSSI as the appropriate gateway indication in infectious diseases, enabling potential further studies of Brilacidin's use for implant coating and biofilm infections.

Antifungal - Recent data generated from independent researchers suggest Brilacidin has potential to be developed as a novel antifungal agent. Brilacidin converted caspofungin from a fungistatic into a fungicidal drug, enabling it to overcome both drug resistance and biofilm formation. Brilacidin exerted, to a lesser degree, synergistic effects with voriconazole in A. fumigatus. Further in vitro testing showed Brilacidin synergized with caspofungin in C. albicans, C. auris and C. neoformans. In an A. fumigatus immunosuppressed mouse model in invasive pulmonary aspergillosis, Brilacidin plus caspofungin cleared infection in the lungs by almost 95 percent, compared to ~50 percent when each compound was administered individually. In an A. fumigatus mouse model in keratitis, compared to control, Brilacidin reduced fungal burden and disease severity, while also improving corneal thickness. Brilacidin also showed in vitro an additive inhibitory effect when combined with posaconazole in several species of Mucorales, the main etiological agents of mucormycosis, commonly referred to as black fungus. Brilacidin further showed potent in vitro stand-alone efficacy in C. neoformans, a major driver of illness in people living with HIV/AIDS. Additional Minimum Inhibitory Concentration (MIC) in vitro testing via a third-party vendor has shown promising Brilacidin activity in other hard-to-treat fungal pathogens.

Expenditures on Brilacidin were $0.3 million and $2.4 million during the six months ended December 31, 2022 and 2021, respectively.

We have no product sales to date and we will not receive any product revenue until we receive approval from the FDA or equivalent foreign regulatory agencies to begin marketing a pharmaceutical product. Developing pharmaceutical products, however, is a lengthy and very expensive process and there can be no assurance that we will complete such development or commercialize such for several years, if ever.






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Management's Plan of Operation

The Company historically devoted most of its efforts and resources on drug development, regulatory matters, and clinical trials. Presently, the Company does not have sufficient financial resources to advance our drug candidates meaningfully. Contingent upon sufficient funding, we anticipate that our efforts would primarily focus on advancement of our drug candidate Brilacidin for decreasing the incidence of severe oral mucositis as a complication of chemoradiation in Oral Mucositis. The antiviral and antifungal properties of Brilacidin also present potential clinical development opportunities going forward should sufficient funding be obtained via grants and/or pharmaceutical company partnerships. In general, we expect to concentrate on product development and engage in a limited way in product discovery, avoiding the significant investment of time and financial resources that is generally required for a promising compound to be identified and brought into clinical trials.

In the ordinary course of business, we engage in a continual review of opportunities to license our drug compound(s)/ indications and enter into partnering, joint development or similar arrangements with other companies. We may generally at any time have such opportunities in various stages of active review, including, for example, entry into indications of interest and term sheets and participation in preliminary discussions and negotiations. Any such transaction could be material to us.

The Company is monitoring BTL's progress in advancing its novel laser-based thermal ablation technology platform targeting epilepsy and oncology procedures. BTL will use the FDA 510(k) pathway to achieve its goal of marketing approval in the United States. BTL recently received certification of ISO13485 for their new facility. ISO 13485 is the medical industry's medical device standard, which is designed to ensure that all medical devices meet the proper regulatory compliance laws and customer needs.

Critical Accounting Policies and Estimates

Management's discussion and analysis of financial condition and results of operations are based upon our accompanying financial statements, which have been prepared in conformity with U.S. generally accepted accounting principles, or U.S. GAAP, and which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Note 3. Significant Accounting Policies and Recent Accounting Pronouncements, to the financial statements, describes the significant accounting policies and methods used in the preparation of the Company's financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are the basis for our judgments about the carrying values of assets and liabilities, which in turn may impact our reported revenue and expenses. Our actual results could differ significantly from these estimates under different assumptions or conditions.

Recently Issued Accounting Pronouncements

See Note 3. Significant Accounting Policies and Recent Accounting Pronouncements to the condensed consolidated financial statements, for a discussion of recent accounting pronouncements and their effect, if any, on our financial statements.





Results of Operations


We expect to incur losses from operations for the next few years. Contingent upon sufficient funding, we expect to incur increasing research and development expenses, including expenses related to additional clinical trials for our proprietary programs. We currently anticipate that future budget expenditures will be approximately $2.0 million for the next 12 months, including approximately $0.8 million for development activities, supportive research, and drug manufacturing. However, continuing operations for the next 12 months from the date of this filing is very much dependent upon our ability to raise capital from existing or new financing sources. There can be no assurance as to the availability or terms upon which such financing and capital might be available.






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For the three months ended December 31, 2022 and 2021





Revenue


We generated no revenue and incurred operating expenses of approximately $0.3 million and $2.0 million for the three months ended December 31, 2022 and 2021, respectively.

Research and Development Expenses for Proprietary Programs

Below is a summary of our research and development expenses for our proprietary programs by categories of costs (rounded to nearest thousand):





                                 For the three months ended                  Change
                                        December 31,                     2022 vs. 2021
                                   2022               2021              $               %

Clinical studies and
development research           $     168,000       $ 1,170,000     $ (1,002,000 )         (86 )%
Refunds of unused project                                                                   -
deposits                            (175,000 )               -         (175,000 )             %
Reimbursement for Brilacidin                                                                -
manufacturing expenses              (238,000 )               -         (238,000 )             %
Employees payroll and
payroll tax expenses related
to R&D Department                    112,000           263,000         (151,000 )         (57 )%
Stock-based compensation -
employee                               7,000            29,000          (22,000 )         (76 )%
Stock-based compensation -
consultants                                -            12,000          (12,000 )        (100 )%
Depreciation and
amortization expenses                 93,000           119,000          (26,000 )         (22 )%
Total                          $     (33,000 )     $ 1,593,000     $ (1,626,000 )        (102 )%



Research and development expenses for proprietary programs decreased during the three months ended December 31, 2022 compared with the three months ended December 31, 2021, primarily due to less spending on our Brilacidin program, increase in refunds of unused project deposits of $175,000, and increase in reimbursement for Brilacidin manufacturing expenses of $238,000 for the three months ended December 31, 2022.

Employees payroll and payroll tax expenses decreased during the three months ended December 31, 2022 due to no bonus paid during the three months ended December 31, 2022 compared with the three months ended December 31, 2021.

Stock-based compensation for employees decreased during the three months ended December 31, 2022 due to no new issuance of stock options during the three months ended December 31, 2022 compared with the three months ended December 31, 2021.

Stock-based compensation - consultants decreased during the three months ended December 31, 2022 due to no new issuance of stock options during the three months ended December 31, 2022 compared with the three months ended December 31, 2021.

Our research and development expenses include costs related to preclinical and clinical trials, outsourced services and consulting, officers' payroll and related payroll tax expenses, other wages and related payroll tax expenses, stock-based compensation, depreciation and amortization expenses. Clinical studies and development expenses may decrease in future reporting periods depending on the Company's current and future financial liquidity. We manage our proprietary programs based on scientific data and achievement of research plan goals. Accordingly, the accurate assignment of time and costs to a specific project is difficult and may not give a true indication of the actual costs of a particular project. As a result, we do not report costs on an individual program basis.






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General and Administrative Expenses

General and administrative expenses consist mainly of compensation and associated fringe benefits not included in the cost of research and development expenses for proprietary programs and include other management, business development, accounting, information technology and administration costs, including patent filing and prosecution, recruiting, consulting and professional services, travel and meals, sales commissions, facilities, depreciation and other office expenses.





Below is a summary of our general and administrative expenses (rounded to
nearest thousand):



                                    For the three months ended                Change
                                           December 31,                    2022 vs. 2021
                                       2022               2021            $             %

D&O, health and clinical
insurance expense                 $      103,000       $   71,000     $  32,000            45 %
Directors' fees                           37,000           37,000             -             - %
Rent and utility expense                  11,000           20,000        (9,000 )         (45 )%
Stock-based compensation
expense - Officers & Directors            14,000          111,000       (97,000 )         (87 )%
Business development expense               4,000                -         4,000             - %
Other G&A                                 22,000           27,000        (5,000 )         (19 )%
Total                             $      191,000       $  266,000     $ (75,000 )         (28 )%



General and administrative expenses decreased during the three months ended December 31, 2022, primarily due to a decrease in rent and utility expense of $9,000, a decrease in stock-based compensation expense - Officers & Directors of $97,000 and a decrease in other G&A expense of $5,000 offset by an increase in clinical insurance expense of $32,000 and an increase in business development expense of $4,000 during the three months ended December 31, 2022.

There was a decrease in stock-based compensation expenses for Officers & Directors during the three months ended December 31, 2022, because stock-based compensation expense was fully expensed on October 31, 2022.

Officers' Payroll and Payroll Tax Expenses





Below is a summary of our Officers' payroll and payroll tax expenses (rounded to
nearest thousand):



                               For the three months ended              Change
                                      December 31,                 2022 vs. 2021
                                  2022               2021            $          %

Officers' payroll expenses   $      116,000          116,000     $      -         - %
Payroll tax expenses                  2,000          (53,000 )     55,000       104 %
                             $      118,000       $   63,000     $ 55,000        87 %



There was no change in officers' payroll expenses for the Company during the three months ended December 31, 2022 and there was an increase in payroll tax expense due to the adjustment we made on the over-provision of payroll taxes in 2021.





Professional Fees



Below is a summary of our Professional fees (rounded to nearest thousand):





                                  For the three months ended                  Change
                                         December 31,                     2022 vs. 2021
                                   2022                2021              $              %

Audit, legal and                                                     $                        )%
professional fees              $      57,000       $      92,000        (35,000 )         (38



Professional fees decreased during the three months ended December 31, 2022 primarily related to decrease in legal fees and other professional fees in 2022.






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Other Operating Income and (Loss)

There was an increase in other expense which represents equity in loss from an investment of approximately $45,000 and $0 for the three months ended December 31, 2022 and 2021, respectively (see Note 4. - Equity Investment).





Other Income (Expense)


Below is a summary of our other income (expense) (rounded to nearest thousand):





                                   For the three months ended                 Change
                                          December 31,                    2022 vs. 2021
                                      2022               2021            $              %

Other income                     $            -          172,000     $ (172,000 )        (100 )%
Interest expense - debt                  (5,000 )        (17,000 )       12,000           (71 )%
Interest expense - preferred
stock liability                          (9,000 )        (14,000 )        5,000           (36 )%

Other Income (Expense), net $ (14,000 ) $ 141,000 $ (155,000 ) (110 )%

There was a decrease in other income which represents the forgiveness of the PPP Loan in 2021. There was a decrease in interest expenses paid on the note payable - related party, because the Company partially paid the note payable balance due to Mr. Ehrlich, the Company's Chairman and CEO (see Note 12. Convertible Note Payable - Related Party of the Notes to Condensed Consolidated Financial Statements).





Net Losses



We incurred net losses of $0.4 million and $1.9 million for the three months ended December 31, 2022 and 2021, respectively, because of the above-mentioned factors.

For the six months ended December 31, 2022 and 2021





Revenue


We generated no revenue and incurred operating expenses of approximately $1.7 million and $4.0 million for the six months ended December 31, 2022 and 2021, respectively.

Research and Development Expenses for Proprietary Programs

Below is a summary of our research and development expenses for our proprietary programs by categories of costs (rounded to nearest thousand):





                                   For the six months ended                  Change
                                         December 31,                    2022 vs. 2021
                                     2022             2021              $               %

Clinical studies and
development research             $     801,000     $ 2,507,000     $ (1,706,000 )         (68 )%
Refunds of unused project                                                                   -
deposits                              (175,000 )             -         (175,000 )             %
Reimbursement for Brilacidin                                                                -
manufacturing expenses                (238,000 )             -         (238,000 )             %
Employees payroll and payroll
tax expenses related to R&D
Department                             224,000         405,000         (181,000 )         (45 )%
Stock-based compensation -
employee                                36,000          40,000           (4,000 )         (10 )%
Stock-based compensation -
consultants                              2,000          41,000          (39,000 )         (95 )%
Depreciation and amortization
expenses                               186,000         191,000           (5,000 )          (3 )%
Total                            $     836,000     $ 3,184,000     $ (2,348,000 )         (74 )%





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Research and development expenses for proprietary programs decreased during the six months ended December 31, 2022 compared with the six months ended December 31, 2021, primarily due to less spending on our Brilacidin program, increase in refunds of unused project deposits of $175,000, and increase in reimbursement for Brilacidin manufacturing expenses of $238,000 for the six months ended December 31, 2022.

Employees payroll and payroll tax expenses decreased during the six months ended December 31, 2022 due to no bonus paid during the six months ended December 31, 2022 compared with the six months ended December 31, 2021.

Stock-based compensation for employee decreased during the six months ended December 31, 2022 due to no new issuance of stock options during the six months ended December 31, 2022 compared with the six months ended December 31, 2021.

Stock-based compensation - consultants decreased during the six months ended December 31, 2022 due to no new issuance of stock options during the six months ended December 31, 2022 compared with the six months ended December 31, 2021.

Our research and development expenses include costs related to preclinical and clinical trials, outsourced services and consulting, officers' payroll and related payroll tax expenses, other wages and related payroll tax expenses, stock-based compensation, depreciation and amortization expenses. Clinical studies and development expenses may decrease in future reporting periods depending on the Company's current and future financial liquidity. We manage our proprietary programs based on scientific data and achievement of research plan goals. Accordingly, the accurate assignment of time and costs to a specific project is difficult and may not give a true indication of the actual costs of a particular project. As a result, we do not report costs on an individual program basis.

General and Administrative Expenses

General and administrative expenses consist mainly of compensation and associated fringe benefits not included in the cost of research and development expenses for proprietary programs and include other management, business development, accounting, information technology and administration costs, including patent filing and prosecution, recruiting, consulting and professional services, travel and meals, sales commissions, facilities, depreciation and other office expenses.





Below is a summary of our general and administrative expenses (rounded to
nearest thousand):



                                      For the six months ended                Change
                                            December 31,                   2022 vs. 2021
                                        2022              2021            $             %

D&O, health and clinical
insurance expense                   $     171,000       $ 140,000     $  31,000            22 %
Directors' fees                            75,000          75,000             -             - %
Rent and utility expense                   24,000          41,000       (17,000 )         (41 )%
Stock-based compensation expense
- Officers & Directors                    161,000         111,000        50,000            45 %
Business development expense                4,000          25,000       (21,000 )         (84 )%
Other G&A                                  47,000          59,000       (12,000 )         (20 )%
Total                               $     482,000       $ 451,000     $  31,000             7 %



General and administrative expenses increased during the six months ended December 31, 2022, primarily due to an increase in insurance expense of $31,000 and an increase in stock-based compensation expense - Officers & Directors of $50,000, offset by a decrease in rent and utility expense of $17,000, a decrease in business development expense of $21,000 and a decrease in other G&A expense of $12,000 during the six months ended December 31, 2022.

There was an increase in stock-based compensation expenses for Officers & Directors during the six months ended December 31, 2022, because stock-based compensation expense for the prior period included stock-based compensation expense for three months only since the options were issued on October 10, 2021.






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Officers' Payroll and Payroll Tax Expenses





Below is a summary of our Officers' payroll and payroll tax expenses (rounded to
nearest thousand):



                               For the Six months ended              Change
                                     December 31,                2022 vs. 2021
                                 2022              2021            $          %

Officers' payroll expenses   $     233,000         233,000     $      -         - %
Payroll tax expenses                 3,000         (51,000 )     54,000       106 %
                             $     236,000       $ 182,000     $ 54,000        30 %



There was no change in officers' payroll expenses for the Company during the six months ended December 31, 2022 and there was an increase in payroll tax expense due to the adjustment we made on the over-provision of payroll taxes in 2021.





Professional Fees


Below is a summary of our Professional fees (rounded to nearest thousand):





                                       For the six months ended              Change
                                             December 31,                 2022 vs. 2021
                                         2022              2021            $           %

Audit, legal and professional fees $ 161,000 $ 220,000 $ (59,000 ) (27 )%

Professional fees decreased during the six months ended December 31, 2022 primarily related to decrease in legal fees and other professional fees in 2022.

Other Operating Income and (Loss)

There was an increase in other expense which represents equity in loss from an investment of approximately $14,000 and $0 for the six months ended December 31, 2022 and 2021, respectively (see Note 4. - Equity Investment).






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Other Income (Expense)


Below is a summary of our other income (expense) (rounded to nearest thousand):





                                     For the six months ended                 Change
                                           December 31,                   2022 vs. 2021
                                       2022              2021             $             %

Other income                       $           -         172,000     $ (172,000 )        (100 )%
Interest expense - debt                  (12,000 )       (50,000 )       38,000           (76 )%
Interest expense - preferred
stock liability                          (17,000 )       (14,000 )       (3,000 )          21 %

Other Income (Expense), net $ (29,000 ) $ 108,000 $ (137,000 ) (127 )%

There was a decrease in other income which represents the forgiveness of the PPP Loan in 2021. There was a decrease in interest expenses paid on the note payable - related party, because the Company paid partially the note payable balance due to Mr. Ehrlich, the Company's Chairman and CEO (see Note 12. Convertible Note Payable - Related Party of the Notes to Condensed Consolidated Financial Statements).





Net Losses



We incurred net losses of $1.8 million and $3.9 million for the six months ended December 31, 2022 and 2021, respectively, because of the above-mentioned factors.

Liquidity, Going Concern and Capital Resources

Projected Future Working Capital Requirements - Next 12 Months

As of December 31, 2022, we had approximately $2.4 million in cash compared to $3.8 million of cash as of June 30, 2022, and as of the date of this filing, we have approximately $2.2 million in cash. Contingent upon sufficient funding, we currently anticipate that future budget expenditures will be approximately $2.0 million for the next 12 months, including approximately $0.8 million for development activities, supportive research, and drug manufacturing.

This assessment is based on current estimates and assumptions regarding our clinical development programs and business needs. Actual working capital requirements could differ materially from this above working capital projection.

Our ability to successfully raise sufficient funds through the sale of equity securities, when needed, is subject to many risks and uncertainties and even if we are successful, future equity issuances would result in dilution to our existing stockholders. Our risk factors are described under the heading "Risk Factors" in Part I, Item 1A and elsewhere in our Annual Report on Form 10-K.

In the event that we are unable to raise additional funds from others, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our future business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through business development activities (for example licensing and partnerships) and future equity issuances. There can be no assurance as to the availability or terms upon which such financing and capital might be available to us.





Going Concern


Our financial statements were prepared assuming we will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have negative working capital of $2.3 million and have incurred losses since inception of $124 million. We expect to incur further losses in the development of our business and have been dependent on raising capital to fund operations from inception. These conditions raise substantial doubt about our ability to continue as a going concern. Management's plans include continuing to finance operations through the private or public placement of debt and/or equity securities and the reduction of expenditures. However, no assurance can be given at this time as to whether we will be able to achieve these objectives. The financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.






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Shelf Registration Statement - Current Status

The Company does not satisfy the conditions for use of Form S-3 for primary offerings of securities, and as a result, the Company generally may only utilize Form S-1 to register the sale of its securities. Form S-1 offers less flexibility on the timing and types of offerings compared to Form S-3.





Cash Flows


The following table provides information regarding our cash position, cash flows and capital expenditures for the six months ended December 31, 2022 and 2021 (rounded to nearest thousand):





                                                  Six Months ended             Increase/
                                                    December 31,              (Decrease)
                                                2022             2021              %

Net cash used in operating activities       $ (1,268,000 )   $ (4,201,000 )           (70 )%
Net cash used in investing activities            (31,000 )        (44,000 )           (30 )%
Net cash provided by (used in) financing
activities                                       (85,000 )      3,973,000            (102 )%
Net decrease in cash                        $ (1,384,000 )   $   (272,000 )           409 %




Operating Activities


Net cash used in operating activities for the six months ended December 31, 2022 and 2021 was $1.3 million and $4.2 million, a decrease of $2.9 million. For the six months ended December 31, 2022 operating cash flows reflect our net loss of $1.8 million, noncash charges (stock-based compensation expense, amortization expense and equity in loss from investment) of $0.4 million and a net increase from changes in our working capital accounts of approximately $0.1 million.

Increases in operating cash flows caused by working capital changes include net increase in accounts payable, accrued expenses and operating lease liability of $0.1 million.





Investing activities



Net cash used in our investing activities for the six months ended December 31, 2022, as compared to net cash used in our investing activities in 2021, decreased by approximately $13,000. The decrease was due primarily to a decrease in patent costs.





Financing activities



Net cash used in financing activities for the six months ended December 31, 2022, as compared to net cash provided by our financing activities in 2021, decreased by approximately $4.1 million. The decrease was due primarily to decreases in proceeds from exercise of warrants to purchase Series B Preferred stock.

During the six months ended December 31, 2022, the Company did not raise any funds and repaid a note payable of $15,000 and paid dividends on preferred stock of $70,000.

During the six months ended December 31, 2021, the Company raised $5.0 million in net cash proceeds, from exercise of warrants to purchase preferred stock and repaid $1.0 million of a note payable to officer.

Requirement for Additional Working Capital

The Company, contingent on future sales of its securities, currently expects to incur total operating expenses of approximately $2.0 million for the next 12 months, including approximately $0.8 million for development activities, supportive research, and drug manufacturing. The Company has limited experience with pharmaceutical product development. As such, this budget estimate may change in the future. In addition, the actual work to be performed is not known at this time, other than a broad outline, as is normal with any scientific work. As further work is performed, additional work may become necessary or a change in plans or workload may occur. Such changes may have an adverse impact on our estimated budget and on our projected timeline of drug development.

In the event that we are unable to raise additional funds from others, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our future business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through business development activities (for example licensing and partnerships) and future equity issuances. There can be no assurance as to the availability or terms upon which such financing and capital might be available to us.






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Commitments and Contingencies


Please see Note 10. Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q, for a discussion of recent contractual commitments and contingent liability - disputed invoices.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements, as defined in Item 304(a)(4)(ii) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operation, financial position or cash flow.

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