This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our expectations related to the progress, continuation, timing and success of drug discovery and development activities conducted by the Company, other statements regarding our future product development and regulatory strategies, including with respect to specific indications; our ability to obtain additional capital to fund our operations, changes in our research and development spending, realizing new revenue streams and obtaining future out-licensing or collaboration agreements that include up-front, milestone and/or royalty payments, our ability to realize up-front milestone and royalty payments under current and future agreements, future research and development spending and projections relating to the level of cash we expect to use in operations, our working capital requirements and our future headcount requirements. In some cases, forward-looking statements can be identified by the use of terms such as "anticipates," "believes," "hopes," "estimates," "looks," "expects," "plans," "intends," "goal," "potential," "may," "suggest," "will," or "continue," or the negative thereof or other comparable terms. These statements are based on current expectations, projections and assumptions made by management and are not guarantees of future performance. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, these expectations or any of the forward-looking statements could prove to be incorrect and actual results could differ materially from those projected or assumed in the forward-looking statements. Our future financial condition, as well as any forward-looking statements are subject to significant risks and uncertainties including, but not limited to the factors set forth under the heading "Item 1A. Risk Factors" under Part I of this Annual Report on Form 10-K, and in other reports we file with the SEC. All forward-looking statements are made as of the date of this report and, unless required by law, we undertake no obligation to update any forward-looking statements.






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The following discussion of our financial condition and results of operations should be read in conjunction with our accompanying audited financial statements and related notes to those statements included elsewhere in this Annual Report on Form 10-K.

Our fiscal year ends on June 30. When we refer to a fiscal year, we are referring to the year in which the fiscal year ends. Therefore, fiscal 2022 refers to the fiscal year ended June 30, 2022.

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. 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 BeaMedical's progress in advancing its novel laser-based thermal ablation technology platform targeting epilepsy and oncology procedures, and we have been informed that BeaMedical's first FDA-related development milestone via the 510(k) pathway is anticipated to occur within the year.

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 included in Part II, Item 8 of this Annual Report on Form 10-K, 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 consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K, 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 $4.2 million for the next 12 months, including approximately $2.2 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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Revenue


We generated revenue of $18,000 and $0 for the fiscal years ended June 30, 2022 and 2021, respectively. Revenue during the fiscal year ended June 30, 2022 represented the payment from the exclusive license agreement signed with Alfasigma (see Note 8. Exclusive License Agreement and Patent Assignment Agreement of the Notes to Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K).

We incurred operating expenses of approximately $6.9 million and $9.0 million for the fiscal years ended June 30, 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 for the fiscal years presented (rounded to
nearest thousand):



                                           Year ended                        Change
                                            June 30,                     2022 vs. 2021
                                      2022            2021               $              %

Clinical studies and development
research                           $ 3,631,000     $ 6,056,000       (2,425,000 )         (40 )%
Employees payroll and payroll
tax expenses related to R&D
department                             641,000         398,000          243,000            61 %
Stock-based compensation -
employee                               100,000          59,000           41,000            69 %
Stock-based compensation -
consultants                             60,000         125,000          (65,000 )         (52 )%
Depreciation and amortization
expenses                               382,000         378,000            4,000             1 %
Total                              $ 4,814,000     $ 7,016,000       (2,202,000 )         (31 )%



Fiscal 2022 compared to Fiscal 2021 - Research and development expenses for proprietary programs decreased during the year ended June 30, 2022 compared with the year ended June 30, 2021, primarily due to less spending on our Brilacidin program for the fiscal year 2022.

Employees payroll and payroll tax expenses increased during the year ended June 30, 2022 compared with the year ended June 30, 2021, due to a new hire of an employee during the first quarter of fiscal 2022.

Stock-based compensation for employees increased during the year ended June 30, 2022 due to one new issuance of 500,000 stock options to purchase shares of Company's common stock to the Company's Senior Vice President, Clinical Sciences and Portfolio Management in October, 2021 (see note 14. Equity Incentive Plans, Stock-Based Compensation, Exercise of Options and Warrants Outstanding of the Notes to Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K).

Stock-based compensation - consultants decreased during the year ended June 30, 2022 due to less options being issued to consultants during the year ended June 30, 2022 compared with the year ended June 30, 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):



                                    Year ended                            Change
                                     June 30,                         2022 vs. 2021
                              2022               2021              $                  %

Insurance and health
expense                    $   277,000         $ 405,000          (128,000 )              (32 )%
Directors' fees                150,000           150,000                 -                  - %
Rent and utility expense        74,000           100,000           (26,000 )              (26 )%
Stock-based compensation
- officers & directors         423,000                 -           423,000                  - %
Business development
expense                         29,000           141,000          (112,000 )              (79 )%
Patent write off               141,000                 -           141,000                  - %
Other G&A                      129,000           167,000           (38,000 )              (23 )%
Total                      $ 1,223,000         $ 963,000           260,000                 27 %



Fiscal 2022 compared to Fiscal 2021 - General and administrative expenses increased during the year ended June 30, 2022, primarily due to the increase in stock-based compensation - officers & directors of $423,000 and increase in patent write off relating to Kevetrin of $141,000, offset by a decrease in insurance expense of $128,000 and a decrease in other G&A expense of $38,000 due to less business development consultants' fees and business events during the year ended June 30, 2022. Stock-based compensation for officers and directors increased during the year ended June 30, 2022 due to one new issuance of 3 million stock options to purchase shares of the Company's common stock to the Company's two independent directors and the CEO in October, 2021 (see note 14. Equity Incentive Plans, Stock-Based Compensation, Exercise of Options and Warrants Outstanding of the Notes to Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K).

Officers' payroll and payroll tax expenses





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



                                                   Year ended                  Change
                                                    June 30,                2022 vs. 2021
                                               2022          2021            $          %

Officers' payroll and payroll tax expenses $ 428,000 $ 499,000 (71,000 ) (14 )%

Fiscal 2022 compared to Fiscal 2021 - The decrease in officers' payroll and payroll tax expenses for the Company during the year ended June 30, 2022 was due to the adjustment to officer's accrued payroll taxes.





Professional fees


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





                                               Year ended                   Change
                                                June 30,                2022 vs. 2021
                                           2022          2021            $           %

Audit Fee, legal and professional fees $ 452,000 $ 537,000 (85,000 ) (16 )%







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Fiscal 2022 compared to Fiscal 2021 - Professional fees decreased during the year ended June 30, 2022, primarily related to fewer transactions in fiscal 2022 compared to the prior year. Professional fees during the year ended June 30, 2021 primarily related to the 2020 Securities Purchase Agreement and issuance of Series B-2 preferred stock.

Other Operating Income and (Loss)

There was an increase in other expense which represents equity in loss from an investment for the period from June 9, 2022 (date of acquisition) to June 30, 2022 was $22,000 (see Note 4. - Equity Investment of the Notes to Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K).





Other Income (Expense)



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





                                 Year ended                              Change
                                  June 30,                           2022 vs. 2021
                          2022                2021               $                    %

Other Income           $  172,000         $          -            172,000                   - %
Change in fair value                                 -                                      -
of preferred stock     $ (177,000 )       $                      (177,000 )                   %
Interest expense -
debt                      (68,000 )           (155,000 )           87,000                 (56 )%
Interest expense -
preferred stock
liability                 (47,000 )         (4,702,000 )        4,655,000                 (99 )%
Other Income
(Expense), net         $ (120,000 )       $ (4,857,000 )        4,737,000                 (98 )%



Fiscal 2022 compared to Fiscal 2021

There was an increase in other income which represents the forgiveness of the PPP Loan.

There was an increase in change in fair value of preferred stock related to Series B-2 5% convertible preferred stock.

There was a decrease in interest expenses paid on the note payable - related party, because the Company repaid $1,033,000 of the note payable to Mr. Ehrlich, the Company's Chairman and CEO during the year ended June 30, 2022.

There was a decrease in interest expense - preferred stock liability during the year ended June 30, 2022 compared with the year ended June 30, 2021 related to the 5% accrued dividend associated with the Series B-2 preferred stock. The interest expense - preferred stock liability of 2022 consists of accrued dividend of $47,000. The interest expense - preferred stock liability of 2021 consists of beneficial conversion feature and warrant discounts of $4,663,000 and issuance costs paid of $24,000 and accrued dividend of $15,000.





Net Losses


We incurred net losses of $7.0 million and $13.9 million for the years ended June 30, 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 June 30, 2022, we had approximately $3.8 million in cash compared to $10.2 million of cash as of June 30, 2021, and as of the date of this filing, we have approximately $3.2 million in cash. Contingent upon sufficient funding, we currently anticipate that future budget expenditures will be approximately $4.2 million for the next 12 months, including approximately $2.2 million for development activities, supportive research, and drug manufacturing.






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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 this 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 $0.9 million and have incurred losses since inception of $122.2 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.

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 years ended June 30, 2022 and 2021 (rounded to
nearest thousand):



                                                     Year ended                 Change
                                                      June 30,                 Increase/
                                                2022             2021         (Decrease)
                                                                                   %
Net cash used in operating activities       $ (6,280,000 )   $ (9,495,000 )           (34 )%

Net cash used in investing activities (4,080,000 ) (72,000 ) 5,567 % Net cash provided by financing activities 3,973,000 13,743,000

             (71 )%
Net increase (decrease) in cash             $ (6,387,000 )   $  4,176,000            (253 )%





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The decrease in net cash used in operating activities of $3.2 million versus the prior-year was mainly due to the decrease in our loss from operations to $7.0 million, largely attributable to a decrease in interest expense - preferred stock of $4.6 million, an increase in stock based compensation of $400,000 and a change in accrued officers' salaries and payroll taxes of $(352,000) in the current year compared to $(1,223,000) in the prior-year.





Investing activities


The increase in net cash used in investing activities of $4.0 million versus the prior-year was due primarly to the investment in BeaMedical of $4.0 million.





Financing activities


The decrease in net cash provided by financing activities of $9.8 million versus the prior-year was due to decreases in proceeds from issuances of Series B Preferred stock and sales of common stock.

In 2022, we raised approximately $5.0 million in net cash proceeds, from exercise of warrants to purchase preferred stock, offset by repayment of note payable to officer of $1.0 million.

In 2021, we raised approximately $14.6 million in net cash proceeds, from exercise of warrants to purchase preferred stock and the issuance of common stock, offset by purchase of treasury stock of $0.7 million and repayment of note payable to officer of $0.2 million.

Requirement for Additional Working Capital

The Company, contingent on future sales of its securities, currently expects to incur total operating expenses of approximately $4.2 million for the next 12 months, including approximately $2.2 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 or 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.





Commitments and Contingencies


Please see Note 10. Commitments and Contingencies of the Notes to Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K, for a discussion of contractual commitments and contingent liability - disputed invoices.





Equity Transactions



During the year ended June 30, 2022, the Company issued 5,072 shares of its Series B-2 5% convertible preferred stock, for aggregate gross proceeds of approximately $5.0 million, upon exercise of 3,036 Series 1 warrants and 2,036 Series 2 warrants issued by the Company. With regard to the exercise of these 5,072 warrants, the Company recorded gross proceeds of approximately $5.0 million to the preferred stock liability. During the years ended June 30, 2022, the convertible preferred stockholder converted a total of 4,452 shares of Series B-2 preferred stock into a total of approximately 69,901,865 shares of common stock. There were 620 shares of Series B-2 5% convertible preferred stock outstanding as of June 30, 2022.






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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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