UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~March 31,~~September 30, 2022

☐	☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to _____________

Commission File Number: 001-37357

INNOVATION PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

Nevada

30-0565645

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Empl.

Ident. No.)

301 Edgewater Place - Suite 100

Wakefield, MA 01880

~~(Address~~ (Address of principal executive offices, Zip Code)

(978) 921-4125

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of each of the issuer’s classes of common equity, as of ~~May~~November 10, 2022 is as follows:

Class of Securities		Shares Outstanding
Common Stock Class A, $0.0001 par value		~~456,580,514~~488,322,996
Common Stock Class B, $0.0001 par value		15,641,463

INNOVATION PHARMACEUTICALS INC.

FORM 10-Q

For the ~~Quarter~~Three Months Ended ~~March 31,~~September 30, 2022

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets as of ~~March 31,~~September 30, 2022 and June 30, ~~2021~~2022 (unaudited)	4
	Condensed Consolidated Statements of Operations for the three months ~~and nine months~~ ended ~~March 31,~~September 30, 2022 and 2021 (unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Equity for the ~~nine~~three months ended ~~March 31,~~September 30, 2022 and 2021 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~March 31,~~September 30, 2022 and 2021 (unaudited)	87
	Notes to Condensed Consolidated Financial Statements (unaudited)	98
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3124
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4632
Item 4.	Controls and Procedures	4632
	��
PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	4733
Item 1A	Risk Factors	4733
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4733
Item 3.	Defaults Upon Senior Securities	4733
Item 4.	Mine Safety Disclosures	4733
Item 5.	Other Information	4733
Item 6.	Exhibits	4834

SIGNATURES		4935

Table of Contents

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Any statements contained in this report that are not statements of historical fact may be forward-looking statements. When we use the words “intends,” “estimates,” “predicts,” “potential,” “continues,” “anticipates,” “plans,” “expects,” “believes,” “should,” “could,” “may,” “will” or the negative of these terms or other comparable terminology, we are identifying forward-looking statements. These forward-looking statements include, but are not limited to, any statements regarding our future financial performance, results of operations or sufficiency of capital resources to fund our operating requirements; statements relating to potential licensing, partnering or similar arrangements concerning our drug compounds; statements concerning our future drug development plans and projected timelines for the initiation and completion of preclinical and clinical trials; the potential for the results of ongoing preclinical or clinical trials; other statements regarding our future product development and regulatory strategies, including with respect to specific ~~indications such as, among others, COVID-19;~~indications; and any other statements which are other than statements of historical fact. Forward-looking statements involve risks and uncertainties, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. These factors include, but are not limited to, our ability to continue as a going concern and our capital needs; our ability to fund and successfully progress internal research and development efforts; our ability to create effective, commercially-viable drugs; our ability to effectively and timely conduct clinical trials; our ability to ultimately distribute our drug candidates; our ability to achieve certain future regulatory, development and commercialization milestones under our license agreement with Alfasigma S.p.A.; ~~the development of treatments or vaccines relating to the COVID-19 pandemic by other entities;~~ and compliance with regulatory requirements, as well as other factors described elsewhere in this report and our other reports filed with the Securities and Exchange Commission (the “SEC”). Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Forward-looking statements speak only as of the date on which they are made. Except as may be required by applicable law, we do not undertake or intend to update or revise our forward-looking statements, and we assume no obligation to update any forward-looking statements contained in this report as a result of new information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. You should carefully review and consider the various disclosures we make in this report and our other reports filed with the SEC that attempt to advise interested parties of the risks, uncertainties and other factors that may affect our business. Readers are cautioned not to put undue reliance on forward-looking statements.

For further information about these and other risks, uncertainties and factors, please review the disclosure included in our Annual Report on Form 10-K under “Part I, Item 1A, Risk Factors” and in this report under “Part II, Item 1A, Risk Factors.”

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INNOVATION PHARMACEUTICALS INC.

~~INNOVATION PHARMACEUTICALS INC.~~

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~MARCH 31,~~SEPTEMBER 30, 2022 AND JUNE 30, ~~2021~~2022

(Unaudited)

(Rounded to nearest thousand except for shares data)

		March 31,			June 30,				September 30,			June 30,
		2022			2021				2022			2022
ASSETS	ASSETS							ASSETS
Current Assets:
Cash		$	8,795,000		$	10,194,000			$	2,968,000		$	3,807,000
Prepaid expenses and other current assets			27,000			495,000				122,000			145,000
Total Current Assets			8,822,000			10,689,000				3,090,000			3,952,000

Equity investment										3,947,000			3,978,000

Other Assets:
Patent costs - net			2,518,000			2,754,000				2,223,000			2,312,000
Deferred offering costs			240,000			778,000				-			59,000
Security deposit			78,000			78,000				78,000			78,000
Total Other Assets			2,836,000			3,610,000				2,301,000			2,449,000
Total Assets		$	11,658,000		$	14,299,000			$	9,338,000		$	10,379,000
LIABILITIES AND STOCKHOLDERS’ EQUITY								LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable - (including related party payables of approx. $1,511,000 and $1,511,000, respectively)		$	2,400,000		$	2,563,000			$	2,917,000		$	2,567,000
Accrued expenses - (including related party accruals of approx. $21,000 and $8,000, respectively)			71,000			348,000
Accrued salaries and payroll taxes - (including related party accrued salaries of approx. $1,551,000 and $1,915,000, respectively)			1,635,000			1,992,000
Accrued expenses - (including related party accruals of approx. $10,000 and $12,000, respectively)										90,000			92,000
Accrued salaries and payroll taxes - (including related party accrued salaries of approx. $1,576,000 and $1,563,000, respectively)										1,650,000			1,640,000
Operating lease - current liability			189,000			165,000				206,000			197,000
Convertible note payable - related party			250,000			1,283,000				244,000			250,000
Accrued dividend - Series B 5% convertible preferred stock			46,000			15,000				24,000			62,000
Loan payable			0			172,000
Total Current Liabilities			4,591,000			6,538,000				5,131,000			4,808,000
Other Liabilities:
Series B 5% convertible preferred stock liability at $1,080 stated value; 1,165 and 0 shares issued and outstanding at March 31, 2022 and June 30, 2021, respectively			1,145,000			0
Series B 5% convertible preferred stock liability at $1,080 stated value; 620 shares issued and outstanding at September 30, 2022 and June 30, 2022										786,000			786,000
Operating lease - long term liability			107,000			252,000				—			55,000
Total Liabilities			5,843,000			6,790,000				5,917,000			5,649,000

Commitments and contingencies (Note 9)

Commitments and contingencies (Note 10)
Stockholders’ Equity
Preferred stock, $0.001 par value, 10,000,000 designated shares, no shares issued and outstanding			0			0				—			—
Common Stock - Class A, $0.0001 par value, 600,000,000 shares authorized, 465,096,570 shares and 426,673,198 shares issued as of March 31, 2022 and June 30, 2021, respectively, 456,580,514 shares and 418,157,142 shares outstanding as of March 31, 2022 and June 30, 2021, respectively.			46,000			42,000
Common Stock - Class B, (10 votes per share); $0.0001 par value, 100,000,000 shares authorized, 18,000,000 shares issued as of March 31, 2022 and June 30, 2021, and 15,641,463 shares outstanding as of March 31, 2022 and June 30, 2021			2,000			2,000
Common Stock - Class A, $0.0001 par value, 600,000,000 shares authorized, 496,839,052 shares and 496,741,729 shares issued as of September 30, 2022 and June 30, 2022, respectively, 488,322,996 shares and 488,225,673 shares outstanding as of September 30, 2022 and June 30, 2022, respectively.										49,000			49,000
Common Stock - Class B, (10 votes per share); $0.0001 par value, 100,000,000 shares authorized, 18,000,000 shares issued as of September 30, 2022 and June 30, 2022, and 15,641,463 shares outstanding as of September 30, 2022 and June 30, 2022										2,000			2,000
Additional paid-in capital			128,552,000			124,835,000				129,209,000			129,090,000
Accumulated deficit			(120,531,000	)		(115,116,000	)			(123,585,000	)		(122,157,000	)
Treasury Stock, at cost (10,874,593 shares as of March 31, 2022 and June 30, 2021)			(2,254,000	)		(2,254,000	)
Treasury Stock, at cost (10,874,593 shares as of September 30, 2022 and June 30, 2022)										(2,254,000	)		(2,254,000	)
Total Stockholders’ Equity			5,815,000			7,509,000				3,421,000			4,730,000
Total Liabilities and Stockholders’ Equity		$	11,658,000		$	14,299,000			$	9,338,000		$	10,379,000

The accompanying notes are an integral part of these condensed consolidated financial statements

The accompanying notes are an integral part of these condensed consolidated financial statements

Table of Contents

INNOVATION PHARMACEUTICALS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS~~AND NINE MONTHS~~ ENDED ~~MARCH 31,~~SEPTEMBER 30, 2022 AND 2021

(Unaudited)

(Rounded to nearest thousand except for shares and per share data)

	For the three Months Ended						For the Nine months Ended
	March 31,						March 31
	2022			2021			2022			2021			2022			2021

Revenues	$	0		$	0		$	0		$	0		$	—		$	—

Operating expenses:
Research and development expenses		931,000			1,423,000			4,115,000			4,918,000			869,000			1,591,000
General and administrative expenses		320,000			245,000			771,000			740,000			291,000			185,000
Officers’ payroll and payroll tax expenses		126,000			126,000			308,000			378,000			118,000			119,000
Professional fees		81,000			124,000			301,000			450,000			104,000			128,000

Total operating expenses		1,458,000			1,918,000			5,495,000			6,486,000			1,382,000			2,023,000

Net loss from operations		(1,458,000	)		(1,918,000	)		(5,495,000	)		(6,486,000	)
Other Operating Income and (Loss)
Equity in loss from an investment														(31,000	)		—
Total Other Operating Income and (Loss)														(31,000	)		—

Other income (expense)
Other income		0			0			172,000			0
Loss from operations														(1,413,000	)		(2,023,000	)

Other expenses
Interest expense - debt		(11,000	)		(37,000	)		(61,000	)		(119,000	)		(7,000	)		(33,000	)
Interest expense - preferred stock liability		(17,000	)		(2,005,000	)		(31,000	)		(4,702,000	)
Other expense, net		(28,000	)		(2,042,000	)		80,000			(4,821,000	)
Interest expense-preferred stock														(8,000	)		—
Total other expenses														(15,000	)		(33,000	)

Loss before provision for income taxes		(1,486,000	)		(3,960,000	)		(5,415,000	)		(11,307,000	)		(1,428,000	)		(2,056,000	)
Provision for income taxes		0			0			0			0			—			—
Net loss	$	(1,486,000	)	$	(3,960,000	)	$	(5,415,000	)	$	(11,307,000	)	$	(1,428,000	)	$	(2,056,000	)

Basic and diluted loss per share attributable to common stockholders	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.03	)
Net loss per share, basic and diluted													$	(0.00	)	$	(0.00	)

Basic and diluted weighted average number of common shares		468,040,150			411,823,424			457,195,112			370,330,298

The accompanying notes are an integral part of these condensed consolidated financial statements.
Basic and Diluted Weighted Average Common Shares Outstanding														503,964,459			452,737,685

~~3,053~~

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

INNOVATION PHARMACEUTICALS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE ~~NINE~~THREE MONTHS ENDED ~~MARCH 31,~~SEPTEMBER 30, 2022 AND 2021

(Unaudited)

(Rounded to nearest thousand, except for shares data)

For the ~~Nine~~Three Months Ended ~~March 31,~~September 30, 2021

Common Stock A

Common Stock B

Treasury Stock

Shares

Par
Value
$0.0001

Shares

Par
Value
$0.0001

Additional Paid-in
Capital

Accumulated
Deficit

Shares

Amount

Total

Balance at June 30, 2020

329,170,544

$ 33,000

1,818,180

$ 0

$ 102,819,000

$ (101,244,000 )

659,448

$ (146,000 )

$ 1,462,000

Shares sold to Aspire Capital under 2020 Purchase Agreement at $0.20 - $0.22 range

13,500,000

1,000

—

0

2,850,000

0

—

0

2,851,000

Shares issued as commitment fee of $1,438,000 on 7/31/2020 at $0.23, net of amortization of offering costs of $120,000

6,250,000

1,000

—

0

1,317,000

0

—

0

1,318,000

Shares issued to employee for services at $0.132 to $0.398

—

0

—

0

5,000

0

—

0

5,000

Stock options issued to employee for services at $0.132 to $0.398

—

0

—

0

14,000

0

—

0

14,000

Stock options issued to consultant for services at $0.14 to $0.32

—

0

—

0

43,000

0

—

0

43,000

Purchase of 2,200,000 shares of Common Stock Class B to Officer & 412,238 shares were withheld for tax purposes as Treasury shares

—

0

2,200,000

0

242,000

0

—

0

242,000

Issuance of shares for tax purposes as Treasury Shares

—

0

(412,238 )

0

0

0

412,238

(90,000 )

(90,000 )
Issuance of 58,394 shares to employee & 21,606 shares were withheld for tax purposes as Treasury shares

58,394

0

—

0

0

0

—

0

0

Issuance of shares for tax purposes as Treasury Shares

(21,606 )

0

—

0

0

0

21,606

(3,000 )

(3,000 )
Net loss for the three months ended 9/30/2020

—

0

—

0

0

(1,173,000 )

—

0

(1,173,000 )
Balance at September 30, 2020

348,957,332

$ 35,000

3,605,942

$ 0

$ 107,290,000

$ (102,417,000 )

1,093,292

$ (239,000 )

$ 4,669,000

Shares sold to Aspire under 2020 Purchase Agreement at $0.20 - $0.22 range

9,000,000

1,000

—

1,000

1,570,000

0

—

0

1,572,000

Shares issued to employee for services at $0.132 to $0.398

—

0

—

0

4,000

0

—

0

4,000

Stock options issued to employee for services at $0.132 to $0.398

—

0

—

0

10,000

0

—

0

10,000

Stock options issued to consultant for services at $0.14 to $0.43

—

0

—

0

17,000

0

—

0

17,000

Cancellation of debt for the purchase of 909,090 shares of Common Stock Class B & 181,096 shares were withheld for tax purposes as Treasury shares

—

0

909,090

0

100,000

0

—

0

100,000

Issuance of shares for tax purposes as Treasury Shares

—

0

(181,096 )

0

0

0

181,096

(37,000 )

(37,000 )
To record Series B Discount - Warrants

—

0

—

0

870,000

0

—

0

870,000

To record issuance costs Series 1 & 2 Warrants

—

0

—

0

(10,000 )

0

—

0

(10,000 )
To record beneficial conversion feature associated with the issuance of the 3,053 shares of Series B-2 preferred stock

—

0

—

0

1,793,000

0

—

0

1,793,000

Conversion of 1,183 preferred stocks into 9,346,303 common stocks

9,346,303

1,000

—

0

1,161,000

0

—

0

1,162,000

Cancellation of 6,980,583 Class A shares to satisfy the purchase of 13,072,730 shares of Common Stock Class B

(6,980,583 )

(1,000 )

13,072,730

1,000

1,438,000

0

6,980,583

(1,438,000 )

0

Shares were withheld for tax purposes as Treasury Shares

(854,419 )

0

(1,765,203 )

0

0

0

2,619,622

(540,000 )

(540,000 )
Net loss for the three months ended 12/31/2020

—

0

—

0

0

(6,174,000 )

—

0

(6,174,000 )
Balance at December 31, 2020

359,468,633

$ 36,000

15,641,463

$ 2,000

$ 114,243,000

$ (108,591,000 )

10,874,593

$ (2,254,000 )

$ 3,436,000

Offering cost

—

0

—

0

(179,000 )

0

—

0

(179,000 )
Shares issued to employee for services at $0.132 to $0.398

—

0

—

0

4,000

0

—

0

4,000

Stock options issued to employee for services at $0.132 to $0.398

—

0

—

0

10,000

0

—

0

10,000

Stock options issued to consultant for services at $0.14 to $0.43

—

0

—

0

27,000

0

—

—

27,000

Conversion of 12 preferred stocks into 87,567 common stock

87,567

0

—

0

13,000

0

—

0

13,000

To record Series B Discount - Warrants

—

0

—

0

540,000

0

—

0

540,000

To record beneficial conversion feature associated with the issuance of the 2,036 shares of Series B-2 preferred stock

—

0

—

0

1,460,000

0

—

0

1,460,000

Conversion of 9,012 preferred stock into 58,600,942 common stocks

58,600,942

6,000

—

0

8,848,000

0

—

0

8,854,000

Net loss for the three months ended 3/31/2021

—

0

—

0

0

(3,960,000 )

—

0

(3,960,000 )
Balance at March 31, 2021

418,157,142

$ 42,000

15,641,463

$ 2,000

$ 124,966,000

$ (112,551,000 )

10,874,593

$ (2,254,000 )

$ 10,205,000

	Common Stock A				Common Stock B				Additional						Treasury Stock					Total
	Shares		Par Value $0.0001		Shares		Par Value $0.0001		Paid-in Capital			Accumulated Deficit			Shares		Amount			Stockholders’ Equity
Balance at June 30, 2021		418,157,142	$	42,000		15,641,463	$	2,000	$	124,835,000		$	(115,116,000	)		10,874,593	$	(2,254,000	)	$	7,509,000

Offering cost		—		—		—		—		(179,000	)		—			—		—			(179,000	)
Restricted common stock award issued to employee for services at $0.132 to $0.398		—		—		—		—		3,000			—			—		—			3,000
Stock options issued to employee for services at $0.132 to $0.398		—		—		—		—		8,000			—			—		—			8,000
Stock options issued to consultants for services at $0.14 to $0.384		—		—		—		—		29,000			—			—		—			29,000
Conversion of 3,036 shares of preferred stock into 18,939,080 shares of common stock		18,939,080		2,000		—		—		2,981,000			—			—		—			2,983,000
Net loss for the three months ended September 30, 2021		—		—		—		—		—			(2,056,000	)		—		—			(2,056,000	)

Balance at September 30, 2021		437,096,222	$	44,000		15,641,463	$	2,000	$	127,677,000		$	(117,172,000	)		10,874,593	$	(2,254,000	)	$	8,297,000

For the Three Months Ended September 30, 2022

	Common Stock A				Common Stock B				Additional						Treasury Stock					Total
	Shares		Par Value $0.0001		Shares		Par Value $0.0001		Paid-in Capital			Accumulated Deficit			Shares		Amount			Stockholders’ Equity
Balance at June 30, 2022		488,225,673	$	49,000		15,641,463	$	2,000	$	129,090,000		$	(122,157,000	)		10,874,593	$	(2,254,000	)	$	4,730,000

Offering cost		—		—		—		—		(59,000	)		—			—		—			(59,000	)
Restricted common stock award issued to employee for services		97,323		—		—		—		1,000			—			—		—			1,000
Stock options issued to employee for services		—		—		—		—		28,000			—			—		—			28,000
Stock options issued to consultants for services		—		—		—		—		2,000			—			—		—			2,000
Stock options issued to director for services		—		—		—		—		147,000			—			—		—			147,000
Net loss for the three months ended September 30, 2022		—		—		—		—		—			(1,428,000	)		—		—			(1,428,000	)

Balance at September 30, 2022		488,322,996	$	49,000		15,641,463	$	2,000	$	129,209,000		$	(123,585,000	)		10,874,593	$	(2,254,000	)	$	3,421,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

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~~For the Nine Months Ended March 31,~~INNOVATION PHARMACEUTICALS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited)

(Rounded to nearest thousand, except for shares data)

Additional

Common Stock A

Common Stock B

Paid-in

Accumulated

Treasury Stock

Shares

Amount

Shares

Amount

Capital

Deficit

Shares

Amount

Total

Balance at June 30, 2021

418,157,142

$ 42,000

15,641,463

$ 2,000

$ 124,835,000

$ (115,116,000 )

10,874,593

$ (2,254,000 )

$ 7,509,000

Offering cost

—

0

—

0

(179,000 )

0

—

0

(179,000 )
Restricted stock awards of common stock issued to employee for services

—

0

—

0

3,000

0

—

0

3,000

Stock options issued to employee for services

—

0

—

0

8,000

0

—

0

8,000

Stock options issued to consultants for services

—

0

—

0

29,000

0

—

0

29,000

Conversion of 3,036 shares of preferred stock into 18,939,080 shares of common stock

18,939,080

2,000

—

0

2,981,000

0

—

0

2,983,000

Net loss for the three months ended 9/30/2021

—

0

—

0

0

(2,056,000 )

—

0

(2,056,000 )

Balance at September 30, 2021

437,096,222

$ 44,000

15,641,463

$ 2,000

$ 127,677,000

$ (117,172,000 )

10,874,593

$ (2,254,000 )

$ 8,297,000

Offering cost

(180,000 )

(180,000 )
Restricted stock awards of common stock issued to employee for services

—

0

—

0

2,000

0

—

0

2,000

Stock options issued to employee for services

—

0

—

0

27,000

0

—

0

27,000

Stock options issued to consultants for services

—

0

—

0

12,000

0

—

0

12,000

Stock options issued to director for services

—

0

—

0

111,000

0

—

0

111,000

Conversion of 536 shares of preferred stock into 7,854,545 shares of common stock

7,854,545

1,000

—

0

525,000

0

—

0

526,000

Shares of common stock issued for exercise of options

166,666

0

—

0

23,000

0

—

0

23,000

Net loss for the three months ended 12/31/2021

—

0

—

0

0

(1,873,000 )

—

0

(1,873,000 )

Balance at December 31, 2021

445,117,433

$ 45,000

15,641,463

$ 2,000

$ 128,197,000

$ (119,045,000 )

10,874,593

$ (2,254,000 )

$ 6,945,000

Offering cost

(179,000 )

(179,000 )
Restricted stock awards of common stock issued to employee for services

—

0

—

0

2,000

0

—

0

2,000

Stock options issued to employee for services

—

0

—

0

28,000

0

—

0

28,000

Stock options issued to consultants for services

—

0

—

0

10,000

0

—

0

10,000

Stock options issued to director for services

—

0

—

0

166,000

0

—

0

166,000

Conversion of 335 shares of preferred stock into 11,463,081 shares of common stock

11,463,081

1,000

—

0

328,000

0

—

0

329,000

Net loss for the three months ended 3/31/2022

—

0

—

0

0

(1,486,000 )

—

0

(1,486,000 )

Balance at March 31, 2022

456,580,514

$ 46,000

15,641,463

$ 2,000

$ 128,552,000

$ (120,531,000 )

10,874,593

$ (2,254,000 )

$ 5,815,000

	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,428,000	)	$	(2,056,000	)
*Adjustments to reconcile net loss to net cash used in operating activities:*
Stock based compensation		178,000			40,000
Amortization of patent costs		93,000			95,000
Equity in loss from an investment		31,000			—
*Changes in operating assets and liabilities:*
Prepaid expenses and security deposits		23,000			324,000
Accounts payable		350,000			(224,000	)
Accrued expenses		(2,000	)		244,000
Accrued officers’ salaries and payroll taxes		10,000			(338,000	)
Operating lease liability		(46,000	)		(39,000	)
Net cash used in operating activities		(791,000	)		(1,954,000	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Patent costs		(4,000	)		(17,000	)
Net cash used in investing activities		(4,000	)		(17,000	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of warrants to purchase Series B-2 5% convertible preferred stock		—			2,983,000
Repayment of note payable to officer		(6,000	)		—
Dividend paid to Preferred stockholders		(38,000	)		—
Net cash provided by financing activities		(44,000	)		2,983,000

NET DECREASE IN CASH		(839,000	)		1,012,000
CASH, BEGINNING OF PERIOD		3,807,000			10,194,000
CASH, END OF PERIOD	$	2,968,000		$	11,206,000

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	$	15,000		$	15,000
Cash paid for tax	$	—		$	—

The accompanying notes are an integral part of these condensed consolidated financial ~~statements~~statements.

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INNOVATION PHARMACEUTICALS INC.

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~FOR THE NINE MONTHS ENDED MARCH 31, 2022 AND 2021~~

~~(Unaudited)~~

~~(Rounded to nearest thousand, except for shares data)~~

2022

2021

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$ (5,415,000 )

$ (11,307,000 )
Adjustments to reconcile net loss to net cash used in operating activities:

Stock based compensation

398,000

134,000

Amortization of patent costs

286,000

283,000

Gain on forgiveness of loans payable

(172,000 )

0

Interest expense-preferred stock

0

4,672,000

Changes in operating assets and liabilities:

Prepaid expenses and security deposits

468,000

47,000

Accounts payable

(163,000 )

10,000

Accrued expenses

(277,000 )

574,000

Accrued officers’ salaries and payroll taxes

(357,000 )

(1,157,000 )
Operating lease liability

(121,000 )

(101,000 )
Note payable to officer

0

(53,000 )
Accrued dividend

31,000

5,000

Net cash used in operating activities

(5,322,000 )

(6,893,000 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Patent costs

(50,000 )

(53,000 )
Net cash used in investing activities

(50,000 )

(53,000 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Sale of common stock, net of offering costs

0

4,603,000

Proceeds from issuance of preferred stocks and warrants, net of financing costs

0

4,990,000

Proceeds from exercise of preferred stock warrants

4,983,000

5,017,000

Proceeds from exercise of options

23,000

0

Purchase of treasury stock

0

(670,000 )
Repayment of note payable to officer

(1,033,000 )

0

Net cash provided by financing activities

3,973,000

13,940,000

NET INCREASE (DECREASE) IN CASH

(1,399,000 )

6,994,000

CASH, BEGINNING OF PERIOD

10,194,000

6,018,000

CASH, END OF PERIOD

$ 8,795,000

$ 13,012,000

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for interest

$ 44,000

$ 44,000

Cash paid for tax

$ 0

$ 0

SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOW INVESTING AND FINANCING ACTIVITIES

Beneficial conversion features on preferred stock and warrant discounts recorded as interest expense-preferred stock

$
0

$ 4,672,000

Shares issued as deferred offering costs

$ 0

$ 1,438,000

Cancellation of 6,980,583 Class A shares for the purchase of 13,072,730 shares of Common Stock Class B

$ 0

$ 1,438,000

Conversion of Series B Convertible Preferred stock to Common stock

$ 3,838,000

$ 10,029,000

Cancellation of shareholder debt for the purchase of 3.1M shares of Common Stock Class B shares

$ 0

$ 342,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

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~~NNOVATION PHARMACEUTICALS INC.~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31,~~SEPTEMBER 30, 2022

(Unaudited)

1. Basis of Presentation and Nature of Operations

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements of Innovation Pharmaceuticals Inc. have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with our audited financial statements for the year ended June 30, ~~2021,~~2022, included in our Annual Report on Form 10-K for the year ended June 30, ~~2021.~~2022.

In the opinion of the management of Innovation Pharmaceuticals Inc., all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three-month ~~and nine-month~~ periods have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Company,” “Innovation,” “we,” “us” or “our” mean Innovation Pharmaceuticals Inc.

Basis of Presentation

Innovation Pharmaceuticals Inc. was incorporated on August 1, 2005 in the State of Nevada. Effective June 5, 2017, the Company amended its Articles of Incorporation and changed its name from Cellceutix Corporation to Innovation Pharmaceuticals Inc. On February 15, 2019, the Company formed IPIX Pharma Limited (“IPIX Pharma”), a wholly-owned subsidiary incorporated under the Companies Act 2014 of Ireland. IPIX Pharma is a Private Company Limited by Shares. The subsidiary is intended to serve as a key hub for strategic collaboration with European companies and medical communities in addition to providing cost-saving efficiencies and flexibility with respect to developing Brilacidin under European Medicines Agency standards.

The Company is a clinical stage biopharmaceutical company. The Company’s common stock is quoted on the OTCQB, symbol “IPIX.”

Basis of Consolidation

These condensed consolidated financial statements include the accounts of Innovation Pharmaceuticals Inc., a Nevada corporation, and our wholly-owned subsidiary, IPIX Pharma, an Ireland limited company. All significant intercompany transactions and balances have been eliminated in consolidation. There was no translation gain and loss for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2022 and 2021.

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Nature of Operations - Overview

We are in the business of developing innovative small molecule therapies to treat diseases with significant medical need, particularly in the areas of inflammatory diseases, cancer, dermatology and anti-infectives. Our strategy is to use our business and scientific expertise to maximize the value of our pipeline which presently includes Brilacidin ~~and Kevetrin~~ by advancing ~~them~~indications along the regulatory pathway as well as ~~engaging in~~ seeking additional health care-related investment opportunities with the aim of diversifying the Company’s assets. As of March 31, 2022, the Company has largely paused clinical development to strategically analyze all the scientific data collected to date across its portfolio of assets - see Item 2 for additional details. DrugOngoing activities include Brilacidin drug manufacturing, scientific report writing, and supportive research ~~activities continue. While the analysis is performed, management~~activities. The Company also acquired an interest in BT BeaMedical Technologies Ltd. (“BTL”) which 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. While no assurances are expressed or implied that any agreement will be consummated in the future, the Company is committed toward executing on opportunities at hand.

We currently own all development and marketing rights to our products, other than the license rights granted to Alfasigma S.p.A. in July 2019 for the development, manufacturing and commercialization of locally-administered Brilacidin for ulcerative proctitis/ulcerative proctosigmoiditis (“UP/UPS”). In order to successfully develop and market our products, we may have to partner with additional companies. Prospective partners may require that we grant them significant development and/or commercialization rights in return for agreeing to share the risk of development and/or commercialization.

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2. Liquidity, Going Concern and Management’s Plan

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. For the three months ended September 30, 2022, the Company had a net loss of $1.4 million and negative cash flow from operations of $0.8 million. As of ~~March 31,~~September 30, 2022, the Company has negative working capital of $2.0 million. As of September 30, 2022, the Company’s cash amounted to ~~$8.8~~$3.0 million and current liabilities amounted to ~~$4.6~~$5.1 million. The Company has expended substantial funds on its clinical trials and expects to continue our spending on research and development expenditures. ~~Our net~~We expect to incur further losses ~~incurred for~~in the ~~nine months ended March 31, 2022~~development of our business and ~~2021, amounted~~have been dependent on funding operations from inception. These conditions raise substantial doubt about our ability to ~~$5.4 million and $11.3 million, respectively, and we had working capital of approximately $4.2 million at March 31, 2022 and June 30, 2021.~~

On July 31, 2020, the Company entered into a Common Stock Purchase Agreement (the “2020 Purchase Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”) which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $30.0 million of the Company’s common stock over the 24-month term of the 2020 Purchase Agreement. In consideration for entering into the 2020 Purchase Agreement, the Company issued to Aspire Capital 6,250,000 shares of its Class A Common Stockcontinue as a ~~commitment fee. The commitment fee~~going concern. Management’s plans include continuing to finance operations through the private or public placement of ~~approximately $1.4 million was recorded as deferred financing costs~~debt and/or equity securities and ~~additional paid-in capital and this asset will be amortized over~~ the ~~life~~reduction of ~~the 2020 Purchase Agreement.~~

During the nine months ended March 31, 2022, the Company did not sell any shares to Aspire Capital under the purchase agreement. During the period from July 31, 2020 to March 31, 2021, the Company generated proceeds of approximately $5.0 million under the 2020 Purchase Agreement with Aspire Capital from the sale of approximately 22.5 million shares of its common stock. As of March 31, 2022, the available balance under the 2020 Purchase Agreement was approximately $25.4 million, however, the trading price for the Company’s common stock has not satisfied the minimum $0.10 price condition under the purchase agreement andexpenditures. However, no ~~sales may occur thereunder.~~

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. Alternatively, if we decide to pursue a more aggressive plan with our clinical trials, we will require additional sources of capital during the fiscal years 2022 and 2023 to meet our working capital requirements for our planned clinical trials. Potential sources for capital include grant funding for COVID-19 research and equity financings. Thereassurance can be ~~no assurances that~~given at this time as to whether we will be ~~successful in receiving~~able to achieve these objectives. The financial statements do not include any ~~grant funding for our programs.~~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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~~Management believes that~~These factors raise a substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts ~~available~~and classifications of liabilities that may result from ~~Aspire Capital and under~~ the ~~Company’s effective shelf registration statement will be sufficient~~possible inability of the Company to fund the Company’s operations for the next 12 months. If we are unable to generate sufficient cash from our 2020 Purchase Agreement with Aspire Capital (which expires on July 31, 2022) or raise additional funds from others, it may be necessary to significantly reduce our current rate of spending through reductions in staff and delaying, scaling back or stopping certain research and development programs, including more costly Phase 2 and Phase 3 clinical trials on our wholly-owned development programscontinue as these programs progress into later stage development. Insufficient liquidity may also require us to relinquish greater rights to product candidates at an earlier stage of development or on less favorable terms to us and our stockholders than we would otherwise choose in order to obtain up-front license fees needed to fund operations. These events could prevent us from successfully executing our operating plan.a going concern.

3. Significant Accounting Policies and Recent Accounting Pronouncements

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include contract research accruals, recoverability of long-lived assets, valuation of equity grants and income tax valuation. The Company bases its estimates on historical experience and various other assumptions that management believes to be reasonable under the circumstances. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

Basic and Diluted Loss per Share

Basic and diluted loss per share are computed based on the weighted-average common shares and common share equivalents outstanding during the period. Except with respect to certain voting, conversion and transfer rights and as otherwise expressly provided in the Company’s Articles of Incorporation or required by applicable law, shares of the Company’s Class A common stock and Class B common stock have the same rights and privileges and rank equally, share ratably and are identical in all respects as to all matters. Accordingly, basic and diluted net income (loss) per share are the same for both classes. Common share equivalents consist of stock options, restricted stock, warrants, ~~and~~ convertible related party notes ~~payable.~~payable, and convertible preferred stock. Common share equivalents were excluded from the computation of diluted earnings per share for the ~~nine~~three months ended ~~March 31,~~September 30, 2022 and 2021, because their effect was anti-dilutive.

Weighted average shares of common stock outstanding used in the calculation of basic and diluted earnings per share were as follows:

	March 31,						September 30,
	2022			2021			2022			2021
Net loss per share, basic and diluted	$	(0.01	)	$	(0.03	)	$	(0.00	)	$	(0.00	)

Weighted average shares outstanding:
Class A common stock		441,553,649			362,864,883			488,322,996			437,096,222
Class B common stock		15,641,463			7,465,415			15,641,463			15,641,463
Total weighted average shares outstanding		457,195,112			370,330,298			503,964,459			452,737,685

Antidilutive securities not included:
Stock options		10,298,269			6,849,265			8,268,269			7,074,935
Stock options arising from convertible note payable and accrued interest		525,260			3,085,242			508,448			2,603,618
Restricted stock grants		58,392			116,786			58,392			58,392
Convertible preferred stock		38,477,064			—			36,000,000			—
Total		49,358,985			10,051,293			44,835,109			9,736,945

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Treasury Stock

The Company accounts for treasury stock using the cost method. There were 8,516,056 shares of Class A common stock and 2,358,537 shares of Class B common stock held in treasury, purchased at a total cumulative cost of approximately $2.3 million as of ~~March 31,~~September 30, 2022 and ~~June 30,~~ 2021 (see Note ~~14.~~15. Equity Transactions).

Treasury stock, representing shares of the Company’s common stock that have been acquired for payroll tax withholding on vested stock grants and to satisfy the exercise price on vested stock options, is recorded at its acquisition cost and these shares are not considered outstanding.

Revenue Recognition

The Company follows the guidance of accounting standard ASC 606, ~~(Topic 606),~~ Revenue from Contracts with Customers, and all the related amendments.

The Company has acquired and further developed license rights to Functional Intellectual Property (“functional IP”) that it licenses to customers for defined license periods. A functional IP license is a license to intellectual property that has significant standalone functionality that does not include supporting or maintaining the intellectual property during the license period. The Company’s patented drug formulas have significant standalone functionality in their abilities to treat a disease or condition. Further, there is no expectation that the Company will undertake any activities to change the functionality of the drug formulas during the license periods (see Note 7.8. Exclusive License Agreement ~~to the condensed consolidated financial statements)~~and Patent Assignment Agreement).

Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services.

Pursuant to ASC 606, a customer is a party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary activities in exchange for consideration.

To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps:

	(i)	identify the contract(s) with a customer;
	(ii)	identify the performance obligations in the contract, including whether they are distinct in the context of the contract;
	(iii)	determine the transaction price, including the constraint on variable consideration;
	(iv)	allocate the transaction price to the performance obligations in the contract; and
	(v)	recognize revenue when (or as) the Company satisfies each performance obligation.

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The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. If a promised good or service is not distinct, it is combined with other performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The terms of the Company’s licensing agreement include the following:

	(i)	up-front fees;
	(ii)	milestone payments related to the achievement of development, regulatory, or commercial goals; and
	(iii)	royalties on net sales of licensed products.

License of Intellectual Property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. If not distinct, the license is combined with other performance obligations in the contract. For licenses that are combined with other performance obligations, the Company assesses the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

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Milestone Payments: At the inception of each arrangement that includes developmental and regulatory milestone payments, the Company evaluates whether the achievement of each milestone specifically relates to the Company’s efforts to satisfy a performance obligation or transfer a distinct good or service within a performance obligation. If the achievement of a milestone is considered a direct result of the Company’s efforts to satisfy a performance obligation or transfer a distinct good or service and the receipt of the payment is based upon the achievement of the milestone, the associated milestone value is allocated to that distinct good or service. If the milestone payment is not specifically related to the Company’s effort to satisfy a performance obligation or transfer a distinct good or service, the amount is allocated to all performance obligations using the relative standalone selling price method. The Company also evaluates the milestone to determine whether they are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price to be allocated, otherwise, such amounts are constrained and excluded from the transaction price. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the transaction price. Any such adjustments to the transaction price are allocated to the performance obligations on the same basis as at contract inception. Amounts allocated to a satisfied performance obligation shall be recognized as revenue, or as a reduction of revenue, in the period in which the transaction price changes.

Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied) in accordance with the royalty recognition constraint.

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Accounting for Stock Based Compensation

The stock-based compensation expense incurred by the Company for employees, non-employees and directors in connection with its ~~stock option~~equity incentive plan is based on ASC 718, and the fair market value of the ~~options~~equity awards is measured at the grant date. Under ASC 718 employee is defined as “An individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S. tax regulations.”

Awards with service-based vesting conditions only: Expense is recognized on a straight-line basis over the requisite service period of the award.

Awards with performance-based vesting conditions: Expense is not recognized until it is determined that it is probable the performance-based conditions will be met. When achievement of a performance-based condition is probable, a catch-up of expense will be recorded as if the award had been vesting on a straight-line basis from the award date. The award will continue to be expensed on a straight-line basis over the requisite service period basis until a higher performance-based condition is met, if applicable.

Awards with market-based vesting conditions: Expense recognized on a straight-line basis over the requisite service period, which is the lesser of the derived service period or the explicit service period if one is present. However, if the market condition is satisfied prior to the end of the requisite service period, the Company will accelerate all remaining expense to be recognized.

Awards with both performance-based and market-based vesting conditions: If an award vesting or exercisability is conditional upon the achievement of either a market condition or performance or service conditions, the requisite service period is generally the shortest of the explicit, implicit, and derived service period.

We have elected to use the Black-Scholes-Merton pricing model to determine the fair value of stock options on the dates of grant. Restricted stock units are measured based on the fair market values of the underlying stock on the dates of grant. The grant date is also the valuation date for the non-employee awards. We recognize stock-based compensation using the straight-line method.

Investments

For those investments in common stock or in-substance common stock in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, the investment is accounted for under the equity method. For those investments in which the Company does not have such significant influence, the Company applies the accounting guidance for certain investments in debt and equity securities.

4. Equity Investment

BT BeaMedical Technologies Ltd. (formerly known as Squalus Medical Ltd.)

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On June 9, 2022, the Company entered into a Series A Preferred Share Purchase Agreement (the “Purchase Agreement”) with BT BeaMedical Technologies Ltd. (formerly known as Squalus Medical Ltd.), a company established under the laws of the State of Israel (“BTL”), pursuant to which the Company purchased 55,556 shares of BTL’s Series A Redeemable Preferred Shares (the “Series A Shares”) and a warrant to purchase 27,778 Series A Shares for aggregate consideration of $4,000,000, or approximately $72.00 per Series A Share. Following the closing under the Purchase Agreement, the Company owns approximately 35.7% of BTL’s issued and outstanding equity securities and approximately 41.6% of BTL’s equity securities on a fully diluted basis. The Company also entered into customary investor rights and indemnification agreements with BTL. The Company therefore recorded an equity investment on our September 30, 2022 condensed consolidated balance sheet.

The Company’s equity in losses in excess of its investment are accounted for under the equity method and consisted of the following as of September 30, 2022 and June 30, 2022 (rounded in nearest thousand):

	September 30,			June 30,
	2022			2022
BT BeaMedical Technologies Ltd.
Ownership Interest		35.7	%		35.7	%
Carrying Amount
Total contributions	$	4,000,000		$	4,000,000
Less: Share of the loss in investment in BTL		(53,000	)		(22,000	)
Equity losses in excess of investment	$	3,947,000		$	3,978,000

The Company invested approximately $4,000,000 in BTL in June, 2022. The cash balance in BTL at September 30, 2022 was approximately $3.7 million. During the three months ended September 30, 2022, BTL incurred a loss of approximately $86,000, and accordingly, the Company recorded its share of the loss in investment in BTL, in accordance with the provisions in the purchase agreement, of approximately $31,000 in the accompanying condensed consolidated statement of operations.

Summarized balance sheet information for the Company’s equity method investee BTL as of September 30, 2022 and June 30, 2022 is presented in the following table (rounded to nearest thousand):

	September 30,		June 30,
BT BeaMedical Technologies Ltd.	2022		2022
Assets
Cash	$	3,690,000	$	3,850,000
Other current assets		22,000		1,000
Total current assets	$	3,712,000	$	3,851,000
Long-term assets		164,000		—
Total assets	$	3,876,000	$	3,851,000

Liabilities and equity
Current liabilities	$	216,000	$	195,000
Long-term liabilities		90,000		—
Total liabilities	$	306,000	$	195.000
Equity		3,570,000		3,656,000
Total liabilities and equity	$	3,876,000	$	3,851,000

Summarized income statement information for the Company’s equity method investee BTL is presented in the following table for the period from June 9, 2022 (date of acquisition) to September 30, 2022 (rounded to nearest thousand):

	For the quarter ended September 30,			For the period from June 9, 2022 (date of acquisition) to June 30,
	2022			2022
Net sales and revenue		6,000			—
Research and development costs		47,000			7,000
Administrative expenses		63,000			55,000
Total operating expense		110,000			62,000
Loss from operations		(104,000	)		(62,000	)
Other income (expense)		18,000			(1,000	)
Net loss		(86,000	)		(63,000	)

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5. Patents, net

Patents, net consisted of the following (rounded to nearest thousand):

Useful life
(years)

March 31,
2022

June 30,
2021

Purchased Patent Rights- Brilacidin and related compounds

14

$ 4,082,000

$ 4,082,000

Purchased Patent Rights-Anti-microbial- surfactants and related compounds

12

144,000

144,000

Patents - Kevetrin and related compounds

17

1,330,000

1,280,000

Total patents cost

5,556,000

5,506,000

Less: Accumulated amortization for Brilacidin, Anti-microbial- surfactants and related compounds

(2,600,000 )

(2,373,000 )
Accumulated amortization for Patents-Kevetrin and related compounds

(438,000 )

(379,000 )
Patents, net

$ 2,518,000

$ 2,754,000

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	Useful life (years)		September 30, 2022			June 30, 2022
Purchased Patent Rights- Brilacidin and related compounds		14	$	4,082,000		$	4,082,000
Purchased Patent Rights-Anti-microbial- surfactants and related compounds		12		144,000			144,000
Patents - Brilacidin and other compounds		17		1,150,000			1,146,000
Total patents cost				5,376,000			5,372,000
Less: Accumulated amortization				(3,153,000	)		(3,060,000	)
Patents, net			$	2,223,000		$	2,312,000

The patents are amortized on a straight-line basis over the useful lives of the assets, determined to be 12-17 years from the date of acquisition.

Amortization expense for the three months ended ~~March 31,~~September 30, 2022 and 2021 was approximately ~~$95,000~~$93,000 and $95,000, ~~respectively and was~~respectively. The Company wrote off the patent costs relating to Kevetrin of approximately ~~$286,000, and $283,000 for~~$141,000 during the ~~nine months ended March 31,~~fourth quarter of 2022 ~~and 2021, respectively.~~due to discontinuation of its Kevetrin program.

At ~~March 31,~~September 30, 2022, the future amortization period for all patents was approximately ~~3.43~~3 years to 16.75 years. Future estimated amortization expenses are approximately ~~$95,000~~$279,000 for the year ending June 30, ~~2022, $382,000~~2023, $372,000 for each year from ~~2023~~2024 to 2025, ~~$372,000~~$362,000 for the year ending June 30, 2026, ~~and a total of $905,000~~$360,000 for the year ending June 30, 2027 and a total of $478,000 for the year ending June 30, 2028 and thereafter.

5.6. Accrued Expenses - Related Parties and Other

Accrued expenses consisted of the following (rounded to nearest thousand):

	March 31, 2022		June 30, 2021		September 30, 2022		June 30, 2022

Accrued research and development consulting fees	$	50,000	$	340,000	$	80,000	$	80,000
Accrued rent (Note 10) - related parties		8,000		8,000
Accrued interest (Note 11) - related parties		13,000		—
Accrued rent - related parties (Note 11. Related Party Transactions)						8,000		8,000
Accrued interest - related parties (Note 12. Convertible Note Payable - Related Party)						2,000		4,000

Total	$	71,000	$	348,000	$	90,000	$	92,000

6.7. Accrued Salaries and Payroll Taxes - Related Parties and Other

Accrued salaries and payroll taxes consisted of the following (rounded to nearest thousand):

	March 31, 2022		June 30, 2021		September 30, 2022		June 30, 2022

Accrued salaries - related parties	$	1,480,000	$	1,785,000	$	1,505,000	$	1,492,000
Accrued payroll taxes - related parties		71,000		130,000		71,000		71,000
Withholding tax - payroll		84,000		77,000		74,000		77,000

Total	$	1,635,000	$	1,992,000	$	1,650,000	$	1,640,000

7.8. Exclusive License Agreement and Patent Assignment Agreement

On July 18, 2019, the Company entered into an Exclusive License Agreement (the “License Agreement”) with Alfasigma S.p.A., a global pharmaceutical company (“Alfasigma”), granting Alfasigma the worldwide right to develop, manufacture and commercialize locally-administered Brilacidin for the treatment of UP/UPS.

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Under the terms of the License Agreement, Alfasigma made an initial upfront non-refundable payment of $0.4 million to the Company in July, 2019 and will make additional payments of up to $24.0 million to the Company based upon the achievement of certain milestones, including a $1.0 million payment due following commencement of the first Phase 3 clinical trial of Brilacidin for UP/UPS and an additional $1.0 million payment upon the filing of a marketing approval application with the U.S. Food and Drug Administration or the European Medicines Agency. At this time, Alfasigma has completed a Phase 1 clinical trial with Brilacidin. In addition to the milestones, Alfasigma will pay a royalty to the Company equal to six percent of net sales of Brilacidin for UP/UPS, subject to adjustment as provided in the License Agreement. The Company received an initial upfront non-refundable payment of $0.4 million and reported as revenue in July, 2019 and the Company did not receive any further payment during the ~~nine~~three months ended ~~March 31,~~September 30, 2022 and 2021.

On April 13, 2022, the Company entered a Patent Assignment Agreement with Fox Chase Chemical Diversity Center, Inc. (“FCCDC”), pursuant to which the Company assigned the title, rights and interest in and to the applications of certain patents in accordance with an earlier collaborative research agreement related to antifungal drug discovery work to which the Company had rights.

On May 3, 2022, the Company received payment of $18,000 from FCCDC based on FCCDC’s third-party license of broad-spectrum anti-fungals and a separate agreement between the Company and FCCDC. Some of the preliminary data used in the FCCDC research program had been obtained as part of an earlier collaboration with the Company supported by funding from the National Institutes of Health. Additional payments from FCCDC to the Company may also be made in the future.

8.9. Operating Leases

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. Our variable lease payments primarily consist of maintenance and other operating expenses from our real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

We have lease agreements with lease and non-lease components. We have elected to account for these lease and non-lease components as a single lease component. We are also electing not to apply the recognition requirements to short-term leases of twelve months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term.

The Company determined that the operating lease right-of-use asset was fully impaired on December 31, 2019. As such, the Company recognized an impairment loss of approximately $643,000, after recording amortization of the right-of-use asset for July, August, and September 2019 totaling approximately $27,000, resulting in a carrying value of $0 since December 31, 2019. The Company vacated the leased office space in December 2019, and in January 2020 the Company initiated a lawsuit against the lessor relating to an automatic extension of the lease for the office space and related matters (See Note 9.10. Commitments and Contingencies).

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The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

	Nine months Ended March 31, 2022			Three Months Ended September 30, 2022
Lease Cost
Operating lease cost (included in general and administrative in the Company’s condensed consolidated statement of operations)	$	47,000
Operating lease cost (included in general and administrative in the Company’s condensed consolidated statements of operations)				$	10,000
Variable lease cost		9,000			3,000
	$	56,000		$	13,000
Other Information
Cash paid for amounts included in the measurement of lease liabilities for the nine months ended March 31, 2022	$	121,000
Cash paid for amounts included in the measurement of lease liabilities for the three months ended September 30, 2022				$	59,000
Weighted average remaining lease term - operating leases (in years)		3.00			1.25
Average discount rate - operating leases		18	%		18	%

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The supplemental balance sheet information related to leases for the period is as follows:

	At March 31, 2022		At September 30, 2022
Operating leases
Short-term operating lease liabilities	$	189,000	$	206,000
Long-term operating lease liabilities		107,000		—

Total operating lease liabilities	$	296,000	$	206,000

The following table provides maturities of the Company’s lease liabilities at ~~March 31,~~September 30, 2022 as follows:

	Operating Leases			Operating Leases
Fiscal Year Ending June 30,

2022		56,000
2023		223,000		$	167,000
2024 (remaining 3 months)		57,000			57,000
Total lease payments		336,000			224,000
Less: Imputed interest/present value discount		(40,000	)		(18,000	)

Present value of lease liabilities	$	296,000		$	206,000

Operating lease cost for the three months ended September 30, 2022 and ~~the nine months ended March 31, 2022 was approximately $17,000 and $56,000, respectively. Operating lease cost for the three months and the nine months ended March 31,~~September 30, 2021 was approximately ~~$24,000~~$13,000 and ~~$76,000,~~$20,000, respectively.

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9.10. Commitments and Contingencies

Litigation

On January 22, 2020, the Company filed a complaint against Cummings Properties, LLC in the Superior Court of the Commonwealth of Massachusetts (C.A. No. 20-77CV00101), seeking, among other things, declaratory relief that the lease terminated in September 2018, because the Company’s prior principal executive offices did not automatically extend for an additional five years from September 2018, return of the Company’s security deposit, and damages. The total lease amount is approximately $0.6 million. The Company is currently unable to determine the probability of the outcome or reasonably estimate the loss or gain, if any.

Contractual Commitments

The Company has total non-cancellable contractual minimum commitments of approximately ~~$1.1~~$0.9 million to contract research organizations as of ~~March 31,~~September 30, 2022. Expenses are recognized when services are performed by the contract research organizations.

Contingent Liability - Disputed Invoices

~~As described in Note 6. Accrued Salaries and Payroll Taxes, the~~The Company accrued payroll to Dr. Krishna Menon, ex-President of Research of approximately $1,443,000 for his past services with the Company, and this amount was included in accrued salaries and payroll ~~taxes.~~taxes (see Note 7. Accrued Salaries and Payroll Taxes). As described in Note ~~10.~~11. Related Party Transactions, the Company has a payable to Kard Scientific, Inc. (“KARD”) of approximately $1,486,000 for its research and development expenses and this amount was included in accounts payable. KARD is a company owned by Dr. Menon. Dr. Menon’s employment was terminated with the Company on September 18, 2018, and Dr. Menon resigned from the Company’s Board of Directors on December 11, 2018. Dr. Menon, on behalf of himself and KARD, demanded payment of these amounts in October 2019; however, the Company disputes the underlying basis for these amounts and notified Dr. Menon in November 2019 of the Company’s intent not to pay them.

~~All~~As of September 30, 2022 and June 30, 2022, all of the above disputed invoices were reflected as current ~~liabilities as of March 31, 2022 and June 30, 2021.~~liabilities.

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~~10.~~11. Related Party Transactions

Pre-clinical Studies

The Company previously engaged KARD to conduct specified pre-clinical studies. The Company did not have an exclusive arrangement with KARD. All work performed by KARD needed prior approval by the executive officers of the Company, and the Company retained all intellectual property resulting from the services by KARD. The Company no longer uses ~~KARD.~~KARD to conduct research study. At ~~March 31,~~September 30, 2022 and June 30, ~~2021,~~2022, the accrued research and development expenses payable to KARD was approximately $1,486,000 and this amount was included in accounts payable. Dr. Menon, the Company’s ex-principal shareholder and Director, on behalf of himself and KARD, demanded payment of these amounts in October 2019; however, the Company disputes the underlying basis for these amounts and notified Dr. Menon in November 2019 of the Company’s intent not to pay them.

Since September 1, 2013, the Company no longer leases space from KARD. As of September 30, 2022 and June 30, 2022, rent payables to KARD of approximately $8,000, were included in accrued expenses.

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~~11.~~12. Convertible Note Payable - Related Party

The Ehrlich Promissory Note C is an unsecured demand note with Mr. Ehrlich, the Company’s Chairman and CEO, that originated in 2010, bears 9% simple interest per annum and is convertible into the Company’s Class A common stock at $0.50 per share.

On December 29, 2010, the Company issued ~~180,000,000~~18,000,000 Equity Incentive Options to purchase Class B common stock to Mr. Ehrlich, which are exercisable at $0.11 per share. On May 8, 2012, the Company did not have the ability to repay the Ehrlich Promissory Note C loan of approximately $2,022,000 and agreed to change the interest rate from 9% simple interest to 10% simple interest, and the Company issued 2,000,000 Equity Incentive Options exercisable at $0.51 per share equal to 110% of the closing bid price of $0.46 per share on May 7, 2012. ~~Options are~~All these options were valid for ten years from the date of ~~issuance.~~

On January 29, 2019, the Company issued 909,090 shares of Class B common stock at the option exercise price of $0.11 per share to Mr. Ehrlich for his partial exercise of his option, paid by the cancellation of debt to Mr. Ehrlich of $100,000 to satisfy the exercise price (as permitted pursuant to the terms of the option agreement).

On March 30, 2020, the Company issued 909,090 shares of Class B common stock at the option exercise price of $0.11 per share to Mr. Ehrlich for his partial exercise of his option, paid by the cancellation of debt to Mr. Ehrlich of $100,000 to satisfy the exercise price (as permitted pursuant to the terms of the option agreement).

On September 8, 2020, the Company issued 1,787,762 shares of Class B common shares (net of 412,238 shares of Class B common shares withheld to satisfy taxes) at the option exercise price of $0.11 per share to Mr. Ehrlich for his partial exercise of his option, paid by the cancellation of debt to Mr. Ehrlich of $242,000 to satisfy the exercise price (as permitted pursuant to the terms of the option agreement).issuance and expired in May, 2022.

During the ~~nine months~~quarter ended ~~March 31,~~September 30, 2022 and for year ended June 30, 2022, the Company repaid the principal of $6,000 and $1,033,000, respectively to Mr. ~~Ehrlich, the Company’s Chairman and CEO.~~Ehrlich. As of ~~March 31,~~September 30, 2022 and June 30, ~~2021,~~2022, the principal balance of this convertible note payable to Mr. Ehrlich ~~the Company’s Chairman and CEO~~ was approximately ~~$250,000~~$244,000 and ~~$1,283,000,~~$250,000, respectively.

As of ~~March 31,~~September 30, 2022 and June 30, ~~2021,~~2022, the balance of accrued interest payable was ~~$13,000~~$2,000 and ~~$0,~~$4,000, respectively (see Note 5.6. Accrued Expenses - Related Parties and Other).

As of ~~March 31,~~September 30, 2022 and June 30, ~~2021,~~2022, the total outstanding balances of principal and interest were approximately ~~$263,000~~$246,000 and ~~$1,283,000,~~$254,000, respectively.

~~12.~~13. Loan payable

On May 10, 2020 and April 19, 2021, the Company received loan proceeds in the amount of approximately $93,000 and $79,000, respectively, under the Paycheck Protection Program (“PPP”) and it was recorded under loan payable. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period.

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~~During the nine months ended March 31,~~As of June 30, 2022, the Company obtained the approval of the forgiveness of the above mentioned two loans, and the Company recorded the total loan forgiveness of $172,000 under other income.

~~13.~~14. Equity Incentive Plans, Stock-Based Compensation, Exercise of Options and Warrants Outstanding

Stock-based Compensation - Stock Options

2016 Equity Incentive Plan (the “2016 Plan”)

On June 30, 2016, the Board of Directors adopted the Company’s 2016 Plan. The 2016 Plan became effective upon adoption by the Board of Directors on June 30, 2016.

On February 23, 2020, the Board of Directors approved an amendment to Section 4.1 of the 2016 Plan to increase the annual limit on the number of awards under such Plan to outside directors from 250,000 to 1,500,000.

On October 10, 2021, the Board of Directors approved amendments to the 2016 Plan to increase the number of shares of common stock available for issuance thereunder to 225,000,000 shares and to increase the annual limit on the number of awards under such Plan to outside directors from 1,500,000 to 5,000,000, among other changes.

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Up to 225,000,000 shares of the Company’s Class A common stock may be issued under the 2016 Plan (subject to adjustment as described in the 2016 Plan).

~~Amendments to the 2016 Equity Incentive Plan~~

The Compensation Committee approved, and the Board of Directors ratified on October 10, 2021, amendments to the Plan to increase the number of shares of common stock available for issuance thereunder to 225 million shares, among other amendments.

Stock Options

The fair value of options granted for the ~~nine~~three months ended ~~March 31,~~September 30, 2022 and 2021 was estimated on the date of grant using the Black-Scholes-Merton Model that uses assumptions noted in the following table.

Nine months ended
March 31,

2022

2021

Expected term (in years)

5-10

5-10

Expected stock price volatility

80.84 to 112.37
%

89.88 to 95.47
%
Risk-free interest rate

0.69% to 1.61
%

0.48 to 0.68
%
Expected dividend yield

0

0

	Three months Ended September 30,
	2022		2021
Expected term (in years)		—		5
Expected stock price volatility		—		89.51	%
Risk-free interest rate		—	0.69% to 0.89%
Expected dividend yield		—		—

The components of stock-based compensation expense included in the Company’s ~~Condensed Statement~~Statements of Operations for the three months ~~and nine months~~ ended ~~March 31,~~September 30, 2022 and 2021 are as follows (rounded to nearest thousand):

Three months ended
March 31

Nine months ended
March 31

2022

2021

2022

2021

Research and development expenses

$ 40,000

$ 41,000

$ 121,000

$ 134,000

General and administrative expenses

166,000

—

277,000

—

Total stock-based compensation expense

$ 206,000

$ 41,000

$ 398,000

$ 134,000

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	Three months ended September 30,
	2022		2021

Research and development expenses	$	31,000	$	40,000
General and administrative expenses		147,000		—
Total stock-based compensation expense	$	178,000	$	40,000

During the ~~nine~~three months ended ~~March 31,~~September 30, 2022 and 2021

Directors and Employee

On October 10, 2021, the Compensation Committee approved the issuance of 21 million stock options to purchase shares of the Company’s common stock each to ~~the Company’s two~~2 independent directors ~~in total~~of the Company, and 1 million stock options to purchase shares of Company’s common stock to Mr. Ehrlich, the CEO, which are exercisable for 10 years at $0.24 per share of common stock. These 3 million stock options with 1 year vesting period were valued at approximately ~~$585,000, based on the closing bid price as quoted on the OTC on October 10, 2021 at $0.24 per share.~~$585,000. During the ~~nine~~three months ended ~~March 31,~~September 30, 2022, the Company recorded approximately ~~$277,000~~$147,000 of stock-based compensation ~~costs and charged to additional paid-in capital as of March 31, 2022.~~costs. The assumptions used in the ~~Black Scholes~~Black-Scholes-Merton option-pricing model are disclosed above.

On October 10, 2021, the Company also issued to Ms. Jane Harness, the Senior Vice President, Clinical Sciences and Portfolio Management of the Company, 500,000 options to purchase common stock, which are exercisable for 10 years at $0.24 per share of common stock. These stock options with 1 year vesting period were valued at approximately ~~$98,000, based on the closing bid price as quoted on the OTC on October 10, 2021 at $0.24 per share.~~$98,000. During the ~~nine~~three months ended ~~March 31,~~September 30, 2022, the Company recorded approximately ~~$46,000~~$24,000 of related stock-based compensation. The assumptions used in the ~~Black Scholes~~Black-Scholes-Merton option-pricing model are disclosed above.

On September 11, 2020, the Company ~~also~~ issued to Ms. Harness 58,394 shares of the Company’s common stock. The Company also issued 172,987 options to purchase common stock. These stock options with 3 years vesting period were valued at approximately $33,000 and these 58,394 shares of the Company’s common stock were valued at approximately $13,000, based on the closing bid price as quoted on the OTC on September 11, 2020 at $0.22 per share. During the ~~nine~~three months ended ~~March 31,~~September 30, 2022, the Company recorded approximately ~~$11,000~~$4,000 of stock-based compensation expense in connection with the foregoing equity awards, including approximately ~~$8,000~~$3,000 of stock option expense and ~~$3,000~~$1,000 of stock awards. During the ~~nine~~three months ended ~~March 31,~~September 30, 2021, the Company recorded approximately ~~$8,000~~$4,000 of stock-based compensation expense in connection with the foregoing equity awards, including approximately ~~$6,000~~$3,000 of stock option expense and ~~$2,000~~$1,000 of stock awards.

On February 23, 2020, the Company issued (i) options for the purchase of 500,000 shares of common stock at an exercise price of $0.10 per share, which is 110% of the previous per share closing price of $0.09 on February 21, 2020, and (ii) 500,000 shares of Class A common stock to each member of the Company’s Board of Directors, consisting of Leo Ehrlich, Barry Schechter and Zorik Spektor.

On September 1, 2019, the Company ~~also~~ issued to Ms. Harness 58,394 shares of the Company’s common stock. The Company also issued 172,987 options to purchase common stock. These stock options with a 3 year vesting period were valued at approximately $20,000, based on the closing bid price as quoted on the OTC on August 30, 2019 at $0.132 per share. During the ~~nine~~three months ended ~~March 31,~~September 30, 2022, the Company recorded approximately ~~$7,000~~$1,000 of stock-based compensation expense in connection with the foregoing equity awards, including approximately ~~$5,000~~$1,000 of stock option ~~expense and $2,000 of stock awards.~~expense. During the ~~nine~~three months ended ~~March 31,~~September 30, 2021, the Company recorded approximately ~~$7,000~~$3,000 of stock-based compensation expense in connection with the foregoing equity awards, including approximately ~~$5,000~~$2,000 of stock option expense and ~~$2,000~~$1,000 of stock awards.

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On September 1, 2018, the Company ~~also~~ issued to Ms. Harness 58,394 shares of the Company’s common stock. The Company also issued 172,987 options to purchase common stock. These stock options are valued at approximately $63,000, based on the closing bid price as quoted on the OTCQB on August 31, 2018 at $0.40 per share. During the ~~nine~~three months ended ~~March 31,~~September 30, 2022, the Company recorded no stock-based compensation expense in connection with the foregoing equity awards. During the three months ended September 30, 2021, the Company recorded approximately $5,000 of stock-based compensation expense in connection with the foregoing equity awards, including approximately $4,000 of stock option expense and $1,000 of stock awards. During the nine months ended March 31, 2021, the Company recorded approximately $22,000 of stock-based compensation expense in connection with the foregoing equity awards, including approximately $16,000 of stock option expense and $6,000 of stock awards.

Consultants

On January 1, 2022, the Company agreed to issue stock options to purchase 75,000 shares of the Company’s common stock to one consultant for his one-year contract. These options were issued with an exercise price of $0.044 per share and vest 33 1/3% on January 1, 2022, 33 1/3% on July 1, 2022 and 33 1/3% on January 1, 2023. The value of these options was approximately $3,000. During the ~~nine~~three months ended ~~March 31,~~September 30, 2022, the Company recorded approximately $1,000 of related stock-based compensation. The assumptions used in the ~~Black Scholes~~Black-Scholes-Merton option-pricing model are disclosed above.

On July 30, 2021, the Company agreed to issue stock options to purchase 100,000 shares of the Company’s common stock to one consultant for his one-year contract. These options were issued with an exercise price of $0.27 per share and vest 33 1/3% on July 30, 2021, 33 1/3% on January 30, 2022, and 33 1/3% on July 30, 2022. The value of these options was approximately $19,000. During the ~~nine~~three months ended ~~March 31,~~September 30, 2022 and 2021, the Company recorded approximately ~~$15,000~~$1,000 and $8,000 of related stock-based ~~compensation.~~compensation, respectively. The assumptions used in the ~~Black Scholes~~Black-Scholes-Merton option-pricing model are disclosed above.

On July 1, 2021, the Company agreed to issue stock options to purchase 225,000 shares of the Company’s common stock to one consultant for his one-year contract. These options were issued with an exercise price of $0.21 per share and vest 33 1/3% on July 1, 2021, 33 1/3% on January 1, 2022, and 33 1/3% on July 1, 2022. The value of these options was approximately $33,000. During the ~~nine~~three months ended ~~March 31,~~September 30, 2022 and 2021, the Company recorded $0 and approximately ~~$27,000~~$16,000 of related stock-based ~~compensation.~~compensation, respectively. The assumptions used in the ~~Black Scholes~~Black-Scholes-Merton option-pricing model are disclosed above.

On February 10, 2021, the Company agreed to issue stock options to purchase 75,000 shares of the Company’s common stock to one consultant for his one-year contract. These options were issued with an exercise price of $0.38 per share and vest 33 1/3% on February 10, 2021, 33 1/3% on July 1, 2021, and 33 1/3% on January 1, 2022. The value of these options was approximately $20,000. During the ~~nine~~three months ended ~~March 31,~~September 30, 2022 and 2021, the Company recorded $0 and approximately ~~$7,000 and $10,000~~$4,000 of related stock-based compensation, respectively. The assumptions used in the ~~Black Scholes~~Black-Scholes-Merton option-pricing model are disclosed above.

On July 23, 2020, the Company agreed to issue stock options to purchase 100,000 shares of the Company’s common stock to one consultant for his one-year contract. These options were issued with an exercise price of $0.32 per share and vest 33 1/3% on July 23, 2020, 33 1/3% on January 23, 2021, and 33 1/3% on July 23, 2021. The value of these options was approximately $28,000. During the ~~nine~~three months ended ~~March 31,~~September 30, 2022 and 2021, the Company recorded $0 and approximately $1,000 ~~and $22,000~~ of related stock-based compensation, respectively. The assumptions used in the ~~Black Scholes~~Black-Scholes-Merton option-pricing model are disclosed above.

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On May 18, 2020, the Company agreed to issue stock options to purchase 500,000 shares of the Company’s common stock each to two consultants for their one-year contracts. These options were issued with an exercise price of $0.14 per share and vest 33 1/3% on July 1, 2020, 33 1/3% on January 1, 2021, and 33 1/3% on July 1, 2021. The value of these options was approximately $78,000. During the nine months ended March 31, 2022 and 2021, the Company recorded approximately $0 and $39,000 of related stock-based compensation, respectively.

Exercise of options

~~During the nine months ended March 31, 2022, the Company received approximately $23,000 of net proceeds from the~~There was no exercise ~~of 166,666 stock options at $0.14 per share. The details of exercises~~ of options to purchase Class B common stock during the ~~nine~~three months ended ~~March 31, 2021 are disclosed in Note 14. Equity Transactions.~~September 30, 2022 and September 30, 2021.

Forfeiture of options

There was forfeiture of ~~215,000~~30,000 options and ~~294,330~~2,245,000 options to purchase Class A common stock during the ~~nine~~three months ended ~~March 31,~~September 30, 2022 and the year ended June 30, ~~2021,~~2022, respectively, relating to the expiry of options of an officer and consultants.

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Stock Options Issued and Outstanding

The following table summarizes all stock option activity under the Company’s equity incentive plans:

Number of
Options

Weighted
Average
Exercise Price

Weighted
Average
Remaining
Contractual Life
(Years)

Aggregate
Intrinsic
Value

Outstanding at June 30, 2020

22,803,098

$ 0.18

1.83

$ 5,857,312

Granted

452,987

$ 0.27

6.96

—

Exercised

(16,181,820 )

$ 0.11

—

—

Forfeited/expired

(294,330 )

$ 0.55

—

—

Outstanding at June 30, 2021

6,779,935

$ 0.35

4.45

$ 345,923

Granted

3,900,000

$ 0.24

9.00

—

Exercised

(166,666 )

$ 0.14

—

—

Forfeited/expired

(215,000 )

$ 0.51

—

—

Outstanding at March 31, 2022

10,298,269

$ 0.30

5.77

$ —

Exercisable at March 31, 2022

6,466,949

$ 0.34

3.70

$ —

Unvested stock options at March 31, 2022

3,831,320

$ 0.23

9.26

$ —

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	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value

Outstanding at June 30, 2021		6,779,935		$	0.35		4.45	$	345,923

Granted		3,900,000		$	0.24		8.75		—
Exercised		(166,666	)	$	0.14		—		—
Forfeited/expired		(2,245,000	)	$	0.54		—		—
Outstanding at June 30, 2022		8,268,269		$	0.25		6.91	$	—

Granted		—		$	—		—		—
Exercised		—		$	—		—		—
Forfeited/expired		(30,000	)	$	0.71		—		—
Outstanding at September 30, 2022		8,238,269		$	0.25		6.68	$	—
Exercisable at September 30, 2022		4,655,607		$	0.25		4.91	$	—
Unvested stock options at September 30, 2022		3,582,662		$	0.24		8.98	$	—

Restricted Stock Awards Outstanding

The following summarizes our restricted stock activity:

				Weighted					Weighted
				Average					Average
	Number of			Grant Date		Number of			Grant Date
	Shares			Fair Value		Shares			Fair Value
Total unvested shares outstanding at June 30, 2020		116,787		$	0.32

Total shares granted		58,394		$	0.22
Total shares vested		(58,395	)	$	0.41
Total shares forfeited		—		$	—
Total unvested shares outstanding at June 30, 2021		116,786		$	0.22		116,786		$	0.22

Total shares granted		—		$	—		—		$	—
Total shares vested		(58,394	)	$	0.25		(58,394	)	$	0.25
Total shares forfeited		—		$	—		—		$	—
Total unvested shares outstanding at March 31, 2022		58,392		$	0.19
Total unvested shares outstanding at June 30, 2022							58,392		$	0.19

Total shares granted							—		$	—
Total shares vested							(38,929	)	$	0.18
Total shares forfeited							—		$	—
Total unvested shares outstanding at September 30, 2022							19,463		$	0.22

Scheduled vesting for outstanding restricted stock awards at ~~March 31,~~September 30, 2022 is as follows:

Year Ending June 30,

2023

2024

Total

Scheduled vesting

38,928

19,464

58,392

Year Ending June 30,

2023

2024

Total

Scheduled vesting

—

19,463

As of ~~March 31,~~September 30, 2022, there was approximately ~~$7,000~~$4,000 of net unrecognized compensation cost related to unvested restricted stock-based compensation arrangements. This compensation is recognized on a straight-line basis resulting in approximately ~~$5,000~~$4,000 of compensation expected to be expensed over the next twelve months, and the total unrecognized stock-based compensation expense having a weighted average recognition period of ~~1.30~~0.95 years.

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~~14.~~15. Equity Transactions

$30 million Class A Common Stock Purchase Agreement with Aspire Capital

On July 31, 2020, the Company entered into the 2020 Stock Purchase Agreement (the “2020 Purchase Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”) which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $30.0 million of the Company’s common stock over the 24-month term of the Agreement. In consideration for entering into the 2020 Purchase Agreement, the Company issued to Aspire Capital 6,250,000 shares of its Class A Common Stock as a commitment fee. The commitment fee of approximately $1.4 million was recorded as deferred financing costs and additional paid-in capital and this asset will be amortized over the life of the 2020 Purchase Agreement. The amortized amount of approximately ~~$0.5~~$0.6 million and $0.2 million was recorded to additional paid-in capital for the ~~nine~~three months ended ~~March 31,~~September, 2022 and 2021. ~~The unamortized portion is carried on the balance sheet as~~All deferred offering costs ~~and was approximately $0.2 million and $0.8 million at March~~were fully amortized on July 31, 2022 ~~and June 30, 2021.~~(date of expiration of the agreement).

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During the ~~nine months ended March~~period from July 1, 2022 to July 31, 2022 (date of expiration of the agreement), the Company did not sell any shares to Aspire ~~Capital under the 2020 Purchase Agreement.~~Capital. During the period from July 31, 2020 to ~~March 31, 2021,~~June 30, 2022, the Company generated proceeds of approximately $4.6 million under the 2020 Purchase Agreement with Aspire Capital from the sale of approximately 22.5 million shares of its common stock. As of March 31, 2022, the available balance under the 2020 Purchase Agreement was approximately $25.4 million, however, the recent trading price for the Company’s common stock has not satisfied the minimum $0.10 price condition under the purchase agreement and no sales may occur thereunder.

~~Class B Common Stock~~

On September 8, 2020, Mr. Ehrlich exercised 2.2 million options to purchase 2.2 million shares of Class B common stock at the option exercise price of $0.11 per share. Mr. Ehrlich paid for this exercise of his option by the cancellation of debt to Mr. Ehrlich of $242,000 to satisfy the exercise price (See Note 11. Convertible Note Payable). The Company issued 1,787,762 shares of Class B common stock (net share issuance amount), to Mr. Ehrlich. The remaining 412,238 shares of Class B common stock were withheld from Mr. Ehrlich for the payment of payroll taxes.

On October 2, 2020, Mr. Ehrlich exercised 909,090 options to purchase 909,090 shares of Class B common stock at the option exercise price of $0.11 per share. Mr. Ehrlich paid for this exercise of his option by the cancellation of debt to Mr. Ehrlich of $100,000 to satisfy the exercise price (See Note 11. Convertible Note Payable to the condensed consolidated financial statements). The Company issued 727,994 shares of Class B common stock (net share issuance amount), to Mr. Ehrlich. The remaining 181,096 shares of Class B common stock were withheld from Mr. Ehrlich for the payment of payroll taxes.

On December 28, 2020, Mr. Ehrlich exercised his option to purchase 13,072,730 shares of Class B common stock, at the option exercise price at $0.11 per shares for the shares, paid by the cancellation of 6,980,583 shares of Class A common stock held by Mr. Ehrlich of $1,438,000 to satisfy the exercise price. The total taxable compensation to Mr. Ehrlich for the 13,072,730 shares was approximately $540,000, based upon the closing stock price on December 29, 2020 of $0.21 a share. The Company withheld 1,765,203 shares of Class B common stock and cancelled an additional 854,419 shares of Class A common stock held by Mr. Ehrlich. As a result, the Company issued 11,307,527 shares of Class B common shares (net of 1,765,203 shares of Class B common shares withheld to satisfy taxes), and cancelled 7,835,002 shares of Class A common stock held by Mr. Ehrlich. These shares withheld are being reported by the Company as treasury stock, at cost, on the Company’s accompanying balance sheets.

As of March 31, 2022 and June 30, 2021, the total issued number of shares of Class B common stock were 18 million shares and the total outstanding number of shares of Class B common stock were 15,641,463.

Series B-2 5% convertible preferred stock (“2020 Series B-2 5% convertible preferred stock”)

On December 4, 2020, the Company entered into a securities purchase agreement (the “Series B-2 Securities Purchase Agreement”) with KIPS Bay Select LP for the sale of an aggregate of 5,089 shares of the Company’s Series B-2 5% convertible preferred stock (the “Series B-2 preferred stock”), for aggregate gross proceeds of approximately $5.0 million. An initial closing for the sale of 3,053 shares of the Series B-2 preferred stock closed on December 9, 2020 for aggregate gross proceeds of approximately $3.0 million, and a second closing for the sale of 2,036 shares of the Series B-2 preferred stock closed on February 8, 2021 for aggregate gross proceeds of approximately $2.0 million. Under the Series B-2 Securities Purchase Agreement, the Company also issued to the investors warrants to purchase up to an additional 10,178 shares of preferred stock.

~~Table of Contents~~

The Series B-2 preferred stock is mandatorily redeemable under certain circumstances and, as such, is presented as a liability on the condensed consolidated balance sheets. The Company has elected to measure the value of its preferred stock using the fair value method with offsetting discounts associated with the fair value allocated to the warrants and for the intrinsic value attributed to the beneficial conversion feature (“BCF”). The fair value of the Series B-2 preferred stock (without the warrants) will be assessed at each subsequent reporting date with changes in fair value recorded in the profit and loss as a separate line item below the “loss from operations” section (See ASC 480-10-35-5).

The warrants issued in connection with the Series B-2 preferred stock are deemed to be free standing equity instruments and are recorded in permanent equity under additional paid in capital, based on a relative fair value allocation of proceeds, that is the warrants’ relative fair value to the Series B-2 preferred stock fair value (without the warrants), with an offsetting discount to the Series B-2 preferred stock. Given that the Series B-2 preferred stock is convertible at any time under these features, the underlying warrant discounts were accreted upon issuance and recorded as interest, resulting in no remaining discount to the Series B-2 preferred stock liability after the issuance.

The Company recorded the December 9, 2020 issuance of 3,053 shares Series B-2 Preferred Stock at approximately $2.1 million and the underlying Series 1 and Series 2 warrants at approximately $0.9 million in total by allocating the gross proceeds to Series B-2 preferred stock (without the warrants) and warrants based on their relative fair values or direct valuation as appropriate. The Company recorded BCF of approximately $1.8 million associated with the issuance of the 3,053 shares of Series B-2 preferred stock to additional paid-in capital. The Company then recorded interest of approximately $2.7 million for the BCF and warrant discounts as a first day interest given that the Series B-2 preferred shares can be converted at any time to common stock and given no set term.

The issuance costs associated with the Series B-2 preferred stock transaction were attributed to the Series B-2 preferred stock (without the warrants) and to the Series 1 and Series 2 warrants based on their relative fair values. The issuance costs attributed to the warrants of approximately $10,000 were reflected as a reduction to additional paid-in capital. The issuances costs associated with the Series B-2 preferred stock liability of $25,000 was recorded immediately as an element of interest cost, which are reflected in interest expense - preferred stock on December 11, 2020.

The Company recorded the February 8, 2021 issuance of 2,036 shares Series B-2 Preferred Stock at approximately $1.5 million and the underlying Series 1 and Series 2 warrants at approximately $0.5 million in total by allocating the gross proceeds to Series B-2 preferred stock (without the warrants) and warrants based on their relative fair values or direct valuation as appropriate. The Company recorded BCF of approximately $1.5 million associated with the issuance of the 2,036 shares of Series B-2 preferred stock to additional paid-in capital. The Company then recorded interest of approximately $2.0 million for the BCF and warrant discounts as a first day interest given that the Series B-2 preferred shares can be converted at any time to common stock and given no set term. In addition to the aforesaid $2.7 million for the BCF and warrant discounts, the total interest of approximately $31,000 and $4.7 million was reported in Interest expense - preferred stock liability during the nine months ended March 31, 2022 and 2021, respectively, in the Condensed Consolidated Statements of Operations.

~~The change in fair value of the total Series B-2 preferred stock was $0 during the nine months ended March 31, 2022 and 2021 in the Condensed Consolidated Statements of Operations.~~

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Underlying Series B-2 preferred stock dividends, paid quarterly, was accrued as interest (given the liability classification of the Series B-2 preferred stock) on a daily basis given fixed dividend terms under the Series B-2 preferred stock. The Company recorded 5% dividend accretion on total outstanding Series B-2 preferred stock and the total dividends accrued of approximately ~~$31,000~~$8,000 and ~~$15,000~~$0 were treated as interest during the ~~nine months~~quarter ended ~~March 31,~~September 30, 2022 and 2021, respectively, in the Condensed Consolidated Statements of Operations. The change in fair value of the total Series B-2 preferred stock were $0 during the quarter ended September 30, 2022 and 2021 in the Condensed consolidated Statements of Operations.

Terms of the 2020 Series B-2 5% convertible preferred stock

The rights and preferences of the preferred stock are set forth in a Certificate of Designation of Preferences, Rights and Limitations of Series B-2 5% Convertible Preferred Stock filed with the Nevada Secretary of State on December 4, 2020 (the “Certificate of Designation”). Each share of preferred stock has an initial stated value of $1,080 and may be converted at any time at the holder’s option into shares of the Company’s common stock at a conversion price equal of the lower of (i) $0.35 until August 15, 2021 and $0.50 thereafter, and (ii) 85% of the lowest volume weighted average price of the Company’s common stock on a trading day during the ten trading days prior to and ending on, and including, the conversion date. The conversion price may be adjusted following certain triggering events and subsequent equity sales and is subject to appropriate adjustment in the event of stock splits, stock dividends, recapitalization or similar events affecting the Company’s common stock.

The holders of the preferred stock are limited in the amount of stated value of the preferred stock they can convert on any trading day. The conversion cap limits conversions by the holders to the greater of $75,000 and an amount equal to 30% of the aggregate dollar trading volume of the Company’s common stock for the five trading days immediately preceding, and including, the conversion date. However, the conversion cap will be increased if the trading volume in the first 30 minutes of any trading session exceeds certain trailing average daily volume amounts. In addition, the holders of the preferred stock may not convert shares of preferred stock if, after giving effect to the conversion, a holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of the Company’s common stock.

Redemption Rights

Following 90 days after the scheduled date for the second closing date, the Company may elect to redeem the preferred stock for 120% of the aggregate stated value then outstanding, plus all accrued but unpaid dividends and all liquidated damages and other amounts due in respect of the preferred stock. The Company’s right to redeem the preferred stock is contingent upon it having complied with a number of conditions, including compliance with its obligations under the Certificate of Designation. Shares of preferred stock generally have no voting rights, except as required by law and except that the Company shall not take certain actions without the consent of the holders of the preferred stock.

2020 Series B-2 5% convertible preferred stock warrants

Each share of preferred stock was sold together with two warrants: (i) a Series 1 warrant, which entitles the holder thereof to purchase one share of preferred stock at $982.50 per share, or 5,089 shares of preferred stock in the aggregate for approximately $5.0 million in aggregate exercise price, for a period of up to 18 months following issuance, and (ii) a Series 2 warrant, which entitles the holder thereof to purchase one share of preferred stock at $982.50 per share, or 5,089 shares of preferred stock in the aggregate for approximately $5.0 million in aggregate exercise price, for a period of up to 24 months following issuance.

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Subject to the satisfaction of certain circumstances, the Company may call for cancellation any or all of the warrants following 90 days after their issuance, for a payment in cash equal to 8% of the aggregate exercise price of the warrants being called. The warrants subject to any such call notice will be cancelled 10 days following the Company’s payment of the call fee, provided that the warrant holders have not exercised the warrants prior to cancellation.

Exercise of 2020 Series B-2 5% convertible preferred stock warrants

During the ~~nine months~~quarter ended March 31, 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 exercise of 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.

~~As of March 31,~~September 30, 2022, there was no ~~Series 1 and 2~~exercise of warrants ~~outstanding since~~because all warrants were exercised ~~and there were 1,165 shares of Series B-2 5% convertible preferred stock outstanding.~~since November 4, 2021.

During the ~~period from December 4, 2020 (date of securities purchase agreement) to June~~quarter ended September 30, 2021, the Company issued ~~3,053~~3,036 shares of its Series B-2 5% convertible preferred stock, for aggregate gross proceeds of approximately $3.0 million, upon exercise of ~~3,053~~3,036 Series 1 warrants issued by the Company. In addition, the Company issued 2,053 shares of its Series B-2 5% convertible preferred stock, for aggregate gross proceeds of approximately $2.0 million, upon exercise of 2,053 Series 2 warrants issued by the Company. With regard to the exercise of these ~~5,106~~3,036 warrants, the Company recorded gross proceeds of approximately ~~$5.0~~$3.0 million to the preferred stock liability.

As of September 30, 2022 and June 30, ~~2021, there was 5,072 Series 1 and 2 warrants to purchase 5,072 shares of Series B-2 5% convertible preferred stock outstanding and~~2022, there was no ~~Series B-2 5% convertible preferred stock~~warrant outstanding.

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Conversion of 2020 Series B-2 5% convertible preferred stock to common stock

During the ~~nine months~~quarter ended ~~March 31,~~September 30, 2022, there was no conversion of 2020 Series B-2 5% convertible preferred stock to common stock.

During the quarter ended September 30, 2021, the 2020 Series B-2 5% convertible preferred stockholder converted a total of ~~3,907~~3,036 shares of Series B-2 preferred stock into a total of approximately ~~38,256,706~~18,939,080 shares of common stock. With regard to conversions, the Company reversed Series B-2 5% convertible preferred stock liability relating to the conversion and recorded ~~$3.8~~$3.0 million as Additional paid-in capital at par value. The Company reversed the amount of approximately ~~$3.8~~$3.0 million based on the proportion of Series B-2 5% convertible preferred stock converted relative to the original total issued.

As of ~~March 31,~~September 30, 2022 and June 30, 2022, Series B-2 5% convertible preferred stock liability iswas approximately ~~$1.1~~$0.8 million.

~~During~~The fair value of the ~~period from December 4, 2020 (date of securities purchase agreement) to June 30, 2021, the 2020~~ Series B-2 5% convertible preferred stockholder converted a total of 10,207 shares of Series B-2 preferred stock into a total of 68,034,812 shares of common stock. With regard to conversions, the Company reversed Series B-2 5%B convertible preferred stock ~~liability relating to~~is measured in accordance with ASC 820 “Fair Value Measurement,” using option pricing methodologies, incorporating the conversion and recorded $10.0 million as Additional paid-in capital at par value. The Company reversed the amount of approximately $10.0 million based on the proportion of Series B-2 5% convertible preferred stock converted relative to the original total issued.following inputs:

~~As of June 30, 2021, Series B-2 5% convertible preferred stock liability was $0.~~

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June 30, 2022

Expected dividend yield

5 %
Expected stock-price volatility

60 %
Risk-free interest rate

2.92 %
Stock price

$ 0.03

Exercise price

$ 982.5

Treasury Stock

Regarding the exercise of options to purchase 2.2 million shares of Class B common stock on September 8, 2020 by Mr. Ehrlich, the Company issued 1,787,762 shares of Class B common stock (net share issuance amount), to Mr. Ehrlich. The remaining 412,238 shares of Class B common stock were withheld from Mr. Ehrlich for the payment of payroll taxes and were reported by the Company as treasury stock, at cost, on the Company’s accompanying balance sheets.

Regarding the exercise of options to purchase 909,090 shares of Class B common stock on October 2, 2020, the Company issued 727,994 shares of Class B common stock (net share issuance amount), to Mr. Ehrlich. The remaining 181,096 shares of Class B common stock were withheld from Mr. Ehrlich for the payment of payroll taxes and were reported by the Company as treasury stock, at cost, on the Company’s accompanying balance sheets.

Regarding the exercise of options to purchase 13,072,730 shares of Class B common stock on December 28, 2020, the Company cancelled 6,980,583 shares of Class A common stock held by Mr. Ehrlich with a fair value of $1,438,000 to satisfy the exercise price. The Company withheld 1,765,203 shares of Class B common stock and cancelled an additional 854,419 shares of Class A common stock held by Mr. Ehrlich to satisfy tax withholding obligations. As a result, the Company issued 11,307,527 shares of Class B common shares (net of 1,765,203 shares of Class B common shares withheld to satisfy tax withholding obligations), and cancelled 7,835,002 shares of Class A common stock held by Mr. Ehrlich. Both the 1,765,203 shares of Class B common stock and the 7,835,002 shares of Class A common stock were reported by the Company as treasury stock, at cost, on the Company’s accompanying balance sheets.

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There were 8,516,056 shares of Class A common stock and 2,358,537 shares of Class B common stock held in treasury, purchased at a total cumulative cost of approximately $2.3 million as of ~~March 31,~~September 30, 2022 and June 30, ~~2021.~~2022.

~~15.~~16. Fair Value ~~Measurement~~Measurements

~~A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to~~We disclose and recognize the fair value ~~measurement.~~
of our assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes three levels of ~~valuation~~the fair value hierarchy ~~are defined~~ as follows:

Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2: Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and
Level 3: Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.
Our financial instruments consist of cash and cash equivalents, short-term and long-term investments, accounts payable, accrued liabilities and preferred liability. At September 30, 2022 and 2021, the carrying values of cash and cash equivalents, accounts payable, and accrued liabilities approximated fair value due to their short-term maturities.
●
~~Level 1: Observable inputs such as quoted prices in active markets;~~
●
~~Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and~~
●
~~Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.~~

The Company has elected to measure its preferred stock using the fair value method. The fair value of the preferred stock is the estimated amount that would be paid to redeem the liability in an orderly transaction between market participants at the measurement date. The Company calculates the fair value of the Series B-2 Preferred stock using a lattice model that takes into consideration the future redemption value on the instrument, which is tied to the Company’s stock price.
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These valuations are considered to be Level 3 fair value measurements as the significant inputs are unobservable and require significant management judgment or estimation. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the Company’s estimates are not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. Significant assumptions used in the fair value models include: the estimates of the redemption dates; credit spreads; dividend payments; and the market price of the Company’s common stock. The use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values.

The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 Series B-2 preferred stock liability balance for the ~~nine months~~quarter ended ~~March 31,~~September 30, 2022 and for the year ended June 30, ~~2021:~~2022:

FY 2021

FY 2022

Balance, July 1, 2020

$ -

Issuance of Series B-2 preferred stock at fair value

5,000,000

Balance, June 30, 2021

$ —

Exercise of Series 1 and 2 warrants

5,017,000

4,983,000

Conversion of Series B-2 preferred stock to common stock

(10,017,000 )

(4,374,000 )
Change in fair value of Series B-2 preferred stock ⁽¹⁾

(—)

177,000

Balance, June 30, 2021

$ —

Balance, June 30, 2022

$ 786,000

Exercise of Series 1 and 2 warrants

4,983,000

Conversion of Series B-2 preferred stock to common stock

(3,838,000 )
Change in fair value of Series B-2 preferred stock (1)

(—)

—

Balance, March 31, 2022

$ 1,145,000

Balance, September 30, 2022

$ 786,000

⁽¹⁾
Change in fair value of preferred stock is reported in interest expense-preferred stock.
⁽²⁾
The 5% accrued dividend is reported in interest expense-preferred stock in the ~~statement~~condensed consolidated statements of operation and the remaining accrued dividends of ~~$46,000~~$24,000 and ~~$15,000~~$62,000 was included under current liability as of ~~March 31,~~September 30, 2022 and June 30, ~~2021,~~2022, respectively.

~~16.~~17. Subsequent Events

The Company has evaluated events ~~occurring~~ subsequent to ~~March 31, 2022~~September 30, 2021 through the ~~date~~issuance of these financial statements ~~were issued~~ and determined ~~the following items~~that there were no additional events requiring ~~disclosure:~~
On April 13, 2022, the Company entered a Patent Assignment Agreement with Fox Chase Chemical Diversity Center, Inc. (“FCCDC”), pursuant to which the Company assigned the title, rights and interest in and to the applications of certain patents in accordance with an earlier collaborative research agreement related to antifungal drug discovery work to which the Company had rights.
On May 3, 2022, the Company was notified it would receive payment from FCCDC based on FCCDC’s third-party license of broad-spectrum anti-fungals and a separate agreement between Innovation and FCCDC. Some of the preliminary data used in the FCCDC research program had been obtained as part of an earlier collaboration with the Company supported by funding from the National Institutes of Health. Additional payments from FCCDC to the Company may also be made in the future.disclosure.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following ~~management’s~~ discussion and ~~analysis~~plan of ~~financial condition and results of~~ operations ~~supplements and~~ 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, ~~2021.~~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 owns the rights to~~Company’s lead drug candidate Brilacidin ~~our lead drug~~is in a class of compounds called defensin-mimetics, small compounds that mimic the structure and ~~Kevetrin (thioureidobutyronitrile), our anti-cancer compound.~~function of defensins, also known as host defense peptides. The ~~Company is also engaged~~Company’s efforts are primarily focused on advancement of Brilacidin in seeking additional health care-related investment opportunities with the aim of diversifying the Company’s assets. As of March 31, 2022, the Company has largely paused clinical development to strategically analyze all the scientific data collected to date across its portfolio of assets - See discussion by indication below. DrugOral Mucositis and in infectious diseases. Ongoing activities include Brilacidin drug manufacturing, scientific report writing, and supportive research ~~activities continue. While the analysis~~activities. The Company also acquired an interest in BT BeaMedical Technologies Ltd. (“BTL”), which is ~~performed, management~~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. While~~assets, although there can be no assurances ~~are expressed or implied~~ that any agreement will be consummated in the ~~future, the Company is committed toward executing on opportunities at hand.~~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, including~~viruses. Additionally, the ~~novel coronavirus (SARS-CoV-2), which is responsible for COVID-19.~~antifungal properties of Brilacidin are being studied by several academic groups. 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 11, 2021, the Company released topline results for its Phase 2 COVID-19 trial. Brilacidin did not show a difference compared to placebo in reducing Time to Sustained Recovery Through Day 29, the study’s primary endpoint. Safety data showed Brilacidin was generally well-tolerated, with frequency of treatment-emergent adverse events similar between study arms.
In November 2021, it was announced that further data analysis and review of the COVID-19 trial was underway, with the aim potentially to identify positive trends in the data that might support Brilacidin for inclusion in government-sponsored COVID-19 platform trials. Additionally, new ~~in vitro~~ ~~research into Brilacidin’s antiviral properties against human coronaviruses, published as a preprint, was highlighted.~~
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In early March 2022, the Company was notified by Alfasigma that Phase 2 multinational clinical trial planning/regulatory submissions have commenced, for planned Brilacidin treatment in Ulcerative Proctitis/Ulcerative Proctosigmoiditis (UP/UPS. Phase 1 studies in healthy volunteers for treatment of UP/UPS, using Brilacidin in a proprietary Alfasigma formulation, were earlier successfully completed.
~~On March 7, 2022, the Company reported further findings from the Phase 2 COVID-19 clinical trial and compassionate use of Brilacidin in critically-ill COVID-19 patients.~~
·
In the Phase 2 clinical trial, beneficial Brilacidin treatment effects were observed on National Early Warning Score 2 (NEWS2) secondary endpoints, as well as on the primary endpoint for patient subgroups (with most elevated biomarker/viral load levels). For this study population, early treatment with Brilacidin from onset of symptoms appeared to have a positive impact on time to sustained recovery: if a patient started study treatment within fewer than 7 days of onset of COVID-19 symptoms, patients in the Brilacidin 5-dose group achieved sustained recovery more quickly compared to the pooled placebo group (p=0.03).
·
From compassionate use of Brilacidin in critically-ill COVID-19 patients, noticeable treatment effects attributed to the use of Brilacidin were reported by investigators. Patients receiving compassionate use of Brilacidin were at advanced stages of disease and had exhausted other conventional treatment options. Compassionate use cases comprised Brilacidin being administered to critically-ill COVID‑19 patients over a longer duration (up to 10 days of treatment) than in the Phase 2 COVID-19 clinical trial (3 and 5 day dosing), with some patients also receiving higher and more frequent (twice daily) dosing. There appeared to be a potentially favorable treatment response based on increased Brilacidin dosing. For the Brilacidin compassionate use cases, in general, investigators observed more stable disease with initial improvements evident on chest x-rays and in COVID-19 disease biomarkers (e.g., C-Reactive Protein and ferritin). While nearly all of these critically-ill patients ultimately succumbed to severe hypoxic respiratory failure (secondary to COVID-19 viral pneumonia) and expired, survival time for these patients who initially were not expected to live beyond a few days was appreciably extended.
~~On March 7, 2022, the Company also noted that collaborative research with National Institutes of Health (NIH) and other scientists remains ongoing. Brilacidin’s broad-spectrum~~ ~~in vitro~~ antiviral activity is generating positive data, including results showing Brilacidin is potent against the Alpha, Gamma and Delta variants of SARS-CoV-2, with publications and conference abstracts related to this research in process of preparation.
~~On March~~June 15, 2022, the Company ~~highlighted coronavirus research published by William F. DeGrado, PhD,~~announced acquiring a stake 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 for treating previously inoperable cases of epilepsy and ~~colleagues, which characterized~~for enabling new treatment options for cancer cases in multiple key specialties.
On October 4, 2022, the ~~antiviral~~Company announced publication of a scientific article on the antifungal activity of Brilacidin. In pre-clinical studies, Brilacidin was shown to synergize with marketed antifungals against ~~multiple endemic human coronaviruses (HCoVs), including HCoV-OC43, HCoV-229E, HCoV-NL63,~~pathogenic species of aspergillosis, candidiasis, cryptococcosis and ~~SARS-CoV-2, in human cell lines.~~mucormycosis, and further exhibited potent stand-alone efficacy against Cryptococcus neoformans.

~~Given~~On October 26, 2022, information was provided to shareholders on new MRI-guided laser technology being introduced in the ~~promising treatment effects observed with Brilacidin~~United Kingdom to treat epilepsy that is relevant to the Company’s investment in BTL. In contrast to conventional neurosurgery, novel fiber optic laser therapies for treatment of ~~COVID-19 (from~~epilepsy have the ~~Phase 2 clinical trial~~potential to enable more accurate targeting of the brain, reducing care complications and ~~compassionate use cases), combined with the broad-spectrum~~ ~~in vitro~~ ~~antiviral data, the Company plans to submit Brilacidin to government-sponsored platforms for possible inclusion in clinical trials and additional development funding support.~~recovery times.
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Business Development and Licensing

The Company is actively engaged in business development and licensing initiatives with ~~multiple~~ 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.

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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, and~~completed. In late September 2022, Alfasigma ~~has~~ 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 ~~planning/regulatory submissions have commenced (1Q2022);~~conduct is estimated to start in 2H2023. Brilacidin drug substance ~~has been~~is manufactured under direction of the Company ~~for delivery to Alfasigma for use in this study.~~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.

~~On July 22, 2020, the~~The Company and Fox Chase Chemical Diversity Center, Inc. (“FCCDC”) ~~amended an earlier~~have a collaborative research agreement related to an antifungal drug discovery ~~work to which the Company had rights.~~program. In exchange for a six ~~(6)~~ percent fee tied to all potential future proceeds, the Company granted FCCDC all discovery, intellectual property and commercialization rights related to its share of ~~their~~this joint antifungal drug ~~program.~~program which is for a compound other than Brilacidin.

~~Clinical~~ Development Programs

Compound
Target/Indication
Clinical Status
Brilacidin
Oral Mucositis (OM)
Phase 2 Study (completed)
Phase 3 ~~in preparation~~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)
~~Phase 1/2 UC Safety/toleration/PK and Proof of Concept in preparation~~

ABSSSI (Acute Bacterial Skin and Skin Structure Infection)
Phase 2 ~~(completed)~~
~~COVID-19~~
~~Phase 2 Study (completed)~~
~~Kevetrin~~
~~Ovarian Cancer~~
~~Phase 2 Study~~ (completed)

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 ~~our drugs.~~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.
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The Company devotes most of its efforts and resources on Brilacidin. We anticipate using our expertise to manage and perform what we believe are the most critical aspects of the product development process, which include: (i) design and oversight of clinical trials; (ii) development and execution of strategies for the protection and maintenance of intellectual property rights; and (iii) interactions with regulatory authorities, domestically and internationally. 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.

~~As of March 31, 2022, the Company has largely paused clinical development to strategically analyze all the scientific data collected to date across its portfolio of assets.~~ Set forth below is an overview of our most recent research and development efforts on Brilacidin ~~and Kevetrin~~ through the date of this Quarterly Report on Form 10-Q:

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 ~~Russa~~Russia has since completed (n=120). ~~The study was a randomized, double-blind, placebo-controlled, multi-center study to evaluate~~While the efficacy and safety of Brilacidin in COVID-19 hospitalized patients. Investigational treatment (Brilacidin or placebo) was provided in addition to standard of care treatments, and the investigational treatment regimens tested were three daily doses or five daily doses. The trial’s primary endpoint isof time to sustained recovery through Day 29 using a clinical status ordinal scale based on that used in the series of National Institute of Allergy and Infectious Diseases (NIAID) Adaptive COVID-19 Treatment Trials (ACTTs). Additional endpoints included: in-hospital outcomes (e.g., duration of hospitalization, time to discharge), all-cause mortality, measurement of disease biomarkers (e.g., CRP, ferritin) and inflammation-related biomarkers (e.g., IL-1β, IL-6, IL-10, total IL-18, TNF-α), changes to SARS-CoV-2 viral load, as well as other key measures.
The Company reported topline results that Brilacidin did not show a difference compared to placebo in reducing Time to Sustained Recovery Through Day 29, the study’s primary endpoint. While separation between treatment groups was not ~~evident for the primary endpoint when including all~~met, patients ~~in a treatment group, there was evidence of beneficial Brilacidin treatment effects on this endpoint for patient subgroups.~~
·
Among patients with the most elevated biomarker levels [for C-Reactive Protein (CRP) and Interleukin-6 (IL-6)] at baseline, more patients in the Brilacidin 5-dose subgroup achieved sustained recovery through Day 29 (the primary endpoint) compared to those patients in the pooled placebo subgroup. Time to sustained recovery also was on average shorter in the Brilacidin 5-dose subgroup.
·
Additionally, among patients with the most elevated SARS-CoV-2 viral load levels, more patients in the Brilacidin 5-dose subgroup achieved sustained recovery through Day 29 compared to placebo, and time to sustained recovery for those Brilacidin-treated patients also was on average shorter.
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~~For the study population, early treatment with Brilacidin from onset of symptoms appeared to have a positive impact on time to sustained recovery: if a patient~~who started study treatment within fewer than7 days of onset of COVID-19 symptoms ~~patients in the Brilacidin 5-dose group~~ achieved sustained recovery more quickly ~~compared to the~~(Brilacidin 5-dose group versus pooled placebo, ~~group (p=~~p=0.03).
~~Also, Brilacidin did show~~ 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 ~~Early~~Emergency Warning Score 2 (NEWS2) ~~secondary endpoints, with more patients in~~criteria, and the ~~Brilacidin 5-dose group achieving and maintaining (for at least 24 hours), a NEWS2 of ≤2 by 10 days (from randomization); plus, in addition,~~ mean change from baseline in NEWS2 was greater for ~~the~~ Brilacidin treatment groups ~~than for the pooled placebo group,~~ at all assessment ~~timepoints (Study Days 3, 5, 8, 11, 15, and 29).~~
~~Safety data showed~~timepoints. Additionally, under compassionate use of Brilacidin in critical cases of COVID-19, where Brilacidin was generally well-tolerated, with an overall safety profile in COVID-19 patients consistent with previous clinical studies. The incidence of patients with at least one treatment-emergent adverse event (TEAE) was higher for Brilacidin treatment compared to placebo. However, the proportion of patients with TEAEs is similar across groups (72 percent on active, 65 percent on placebo) after excluding the Brilacidin-related adverse events of tingling (paresthesia)administered more frequently and hypoesthesia (numbness), which are known, transient, mostly mild, non-serious adverse events related to Brilacidin IV treatment. The incidence of serious adverse events was the same (12 percent on active, 12 percent on placebo), and no serious adverse events were reported as related to study treatment. There was also no difference in mortality between active and placebo, with both groups experiencing low mortality rates (7 percent) compared to other studies that evaluated patients with moderate-to-severe COVID-19.
~~Achieving clinical trial success in hospitalized COVID-19 patients for the primary endpoint of “Time to Sustained Recovery Through Day 29” - showing~~over a separation between the new treatment study arm and standard of care arm- has become more challenging due to the emergence of SARS-CoV-2 variants. The proliferation of the Delta variant, for example, which became prevalent during the enrollment of our Brilacidin COVID-19 trial likely caused physicians to follow aggressive treatment regimens for their hospitalized patients, i.e., with high doses of steroid, anti-inflammatory and other supportive medications not previously used, as the in-hospital mortalitylonger duration than in the ~~Delta wave was significantly higher than previous variants. We believe a lot is still not known as regards how this cocktail of drugs may affect new treatments.~~
In February 2022, Pfizer discontinued the global clinical development program for PF-07304814, an intravenously administered SARS-CoV-2 main protease inhibitor being evaluated in adults hospitalized with severe COVID-19. The NIH initiated a COVID-19 Clinical Trial program (ACTIV-3)Phase 2 trial, investigators reported positive changes to test anti-SARS-CoV-2 monoclonal antibodies and other therapies, including PF-07304814, in patients hospitalized with COVID-19. Brii Biosciences, Eli Lilly, GlaxoSmithKline and Novartis were among drug developers to contribute candidates to the NIH ACTIV-3 study. All those candidates failed to show significant clinical improvement in hospitalized patients with severe COVID-19, which has resulted in a persistent unmet need.
~~Given this unmet need, concerning potential future Brilacidin trials in hospitalized COVID-19 patients, the Company is planning to submit Brilacidin to government-sponsored COVID-19 trial platforms.~~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 ~~strong~~ synergistic in vitro data)~~-all~~ -- all are areas under ~~consideration. Compassionate use of~~consideration for potential future Brilacidin ~~may also continue.~~
~~The Company is collaborating with a Regional Biocontainment Laboratory (RBL) researcher,~~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 ~~other scientists, including NIH~~presented at scientific ~~staff, to further investigate~~conferences. Results from the Brilacidin ~~as a treatment for the SARS-CoV-2 virus, endemic Human Coronaviruses (H-CoVs),~~COVID-19 clinical trial, as well as ~~other types of acutely infectious viruses. Brilacidin~~findings from in vitro testing ~~results~~of Brilacidin in ~~H-CoVs has been accepted~~multiple viruses, are being prepared for ~~peer review publication, as has a manuscript detailing Brilacidin’s antiviral blocking properties. Research conducted at the RBL in bunyaviruses and alphaviruses has been submitted for peer review~~ publication. ~~Attendance at antiviral conferences is planned, along with grant applications for federally-funded antiviral research.~~

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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 ~~has~~ notified the Company in late September 2022 that a Phase 2 multinational clinical trial ~~planning/regulatory submissions have commenced (1Q2022); Brilacidin drug substance has been manufactured under direction of the Company for delivery~~is estimated to start in 2H2023. There can be no assurance that Alfasigma ~~for use in this study. See Note 7. Exclusive License Agreement of the notes to condensed consolidated financial statements.~~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 made available on its website a comparative data table (based on public information) showing Brilacidin compares favorably to other compounds in development for preventing and treating 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)m2) every 21 days, and at lower concentrations (30-40 mg/m²)m2) administered weekly as part of the chemoradiation regimen.

An optimized oral rinse formulation has been developed, and ongoing stability testing ~~will~~is anticipated to be ~~finished this year.~~completed by January, 2023. 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~~ and/or partnership.
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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. 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.
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Expenditures on Brilacidin were ~~approximately~~ $0.6 million and ~~$1.0~~$1.3 million during the ~~three months~~quarters ended ~~March 31, 2022 and 2021, respectively, and approximately $2.9 million and $3.3 million during the nine months ended March 31,~~September 30, 2022 and 2021, respectively.
~~Kevetrin~~
The Company has completed a Phase 2a trial of Kevetrin in treating late-stage ovarian cancer. The main objective of the trial focused on confirming the modulation by Kevetrin of p53 pathways in tumors, as well as monitoring the response of tumors to the treatment. The study was successful in demonstrating modulation of p53 directly in ovarian cancer tumor tissue in patients. Pharmacokinetic data collected on Kevetrin during the Phase 1 clinical trial demonstrated that the compound has a short half-life of approximately two hours. This short half-life makes it a compelling candidate for an oral drug delivery treatment for the main purpose of allowing simple daily, or multiple-times daily administrations within or outside the hospital setting. Compared to injectable or intravenous treatments, oral therapy is the preferred drug delivery method of patients. Preliminary laboratory studies are encouraging and support the potential of developing an oral formulation, but there are no assurances made or implied that the Company will be successful in completing development of an oral formulation. Toxicology studies for the oral formulation of Kevetrin are approximately half completed, with the remainder of this work to be completed when the Company secures additional financial resources. Presently we are focusing our resources on Brilacidin, our other lead candidate.
~~Expenditures on Kevetrin were insignificant during the quarters ended March 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.

37
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 Brilacidinfor 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.
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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 ~~condensed consolidated~~ 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

~~Please see~~See Note ~~3 to the condensed consolidated financial statements,~~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 ~~condensed consolidated~~ 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~~$2.1 million for the next 12 months, including approximately ~~$2.2~~$0.9 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 ~~equity~~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 ~~March 31,~~September 30, 2022 and 2021

Revenue

We ~~did not generate~~generated no revenue ~~for the three months ended March 31, 2022~~ and ~~2021.~~
We incurred operating expenses of approximately ~~$1.5~~$1.4 million and ~~$1.9~~$2.0 million for the three months ended ~~March 31,~~September 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 (rounded to nearest thousand):

For the three months ended

Change

March 31,

2022 vs. 2021

2022

2021

$

%

Clinical studies and development research

$ 677,000

$ 1,210,000

(533,000 )

(44 )%
Employees payroll and payroll tax expenses related to R&D Department

119,000

77,000

42,000

55 %
Stock-based compensation - employee

30,000

14,000

16,000

114 %
Stock-based compensation - consultants

10,000

27,000

(17,000 )

(63 )%
Depreciation and amortization expenses

95,000

95,000

—

—
%
Total

$ 931,000

$ 1,423,000

(492,000 )

(35 )%
38
~~Table of Contents~~

For the three months ended

Change

September 30,

2022 vs. 2021

2022

2021

$

%

Clinical studies and development research

$ 633,000

$ 1,338,000

(705,000 )

(53 )%
Employees payroll and payroll tax expenses related to R&D Department

112,000

141,000

(29,000 )

(21 )%
Stock-based compensation - employee

29,000

11,000

18,000

164 %
Stock-based compensation - consultants

2,000

29,000

(27,000 )

(93 )%
Depreciation and amortization expenses

93,000

72,000

21,000

29 %
Total

$ 869,000

$ 1,591,000

(722,000 )

(45 )%

Research and development expenses for proprietary programs decreased during the three months ended ~~March 31,~~September 30, 2022 compared with the three months ended ~~March 31,~~September 30, 2021, primarily due to less spending on our Brilacidin program for the three months ended ~~March 31,~~September 30, 2022.

Employees payroll and payroll tax expenses ~~increased~~decreased during the three months ended ~~March 31,~~September 30, 2022 compared with the three months ended ~~March 31,~~September 30, 2021, due to ~~a new hire of~~more payroll made to an employee during the ~~first quarter of fiscal 2022.~~three months ended September 30, 2021.

Stock-based compensation for ~~employee~~employees increased during the three months ended ~~March 31,~~September 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 13).~~therefore, more stock-based compensation - employee was incurred during the three months ended September 30, 2022 compared with the three months ended September 30, 2021.

Stock-based compensation - consultants decreased during the three months ended ~~March 31,~~September 30, 2022 due to less options being issued to consultants during the three months ended ~~March 31,~~September 30, 2022 compared with the three months ended ~~March 31,~~September 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.

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.

28
Table of Contents
Below is a summary of our general and administrative expenses (rounded to nearest thousand):

For the three months ended

Change

March 31,

2022 vs. 2021

2022

2021

$

%

Insurance and health expense

$ 68,000

$ 109,000

(41,000 )

(38 )%
Rent and utility expense

17,000

25,000

(8,000 )

(32 )%
Stock-based compensation-Officers

166,000

—

166,000

—
%
Other G&A

69,000

111,000

(42,000 )

(38 )%
Total

$ 320,000

$ 245,000

75,000

31 %
39
~~Table of Contents~~

For the three months ended

Change

September 30,

2022 vs. 2021

2022

2021

$

%

Insurance, health and working compensation expense

$ 68,000

$ 72,000

(4,000 )

(6 )%
Directors’ fees

38,000

38,000

—

—

Rent and utility expense

13,000

21,000

(8,000 )

(38 )%
Stock-based compensation – Officers & Directors

147,000

—

147,000

—

Business development expense

—

25,000

(25,000 )

(100 )%
Other G&A

25,000

29,000

(4,000 )

(14 )%
Total

$ 291,000

$ 185,000

106,000

57 %

General and administrative expenses increased during the three months ended ~~March 31,~~September 30, 2022, primarily due to the increase in stock-based ~~compensation-Officers~~compensation – Officers & Directors of ~~$166,000,~~$147,000 and offset by athe decrease in ~~insurance~~business development expense of ~~$41,000 and a decrease in other G&A expense of $42,000~~$25,000 due to less business development consultants’ fees and business events during the three months ended ~~March 31,~~September 30, 2022. Stock-based compensation for officers increased during the three months ended March 31, 2022 due to one new issuance of 3 million stock options to purchase shares of Company’s common stock to the Company’s two independent directors and the CEO in October, 2021 (see Note 13).

Officers’ Payroll and Payroll Tax Expenses

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

Three months ended

Change

March 31,

2022 vs. 2021

2022

2021

$

%

Officer’ payroll and payroll tax expenses

$
126,000

$
126,000

—

—
%

Three months ended

Change

September 30,

2022 vs. 2021

2022

2021

$

%

Officers’ payroll and payroll tax expenses

$
118,000

$
119,000

(1,000
)

(1
)%

~~Officers’~~There was a slight decrease in officers’ payroll and payroll tax expenses ~~were stable~~for the Company during the three months ended ~~March 31, 2022.~~September 30, 2022, due to the decrease in payroll taxes.

Professional Fees

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

Three months ended

Change

March 31,

2022 vs. 2021

2022

2021

$

%

Audit, legal and professional fees

$
81,000

$
124,000

(43,000
)

(35
)%

Three months ended

Change

September 30,

2022 vs. 2021

2022

2021

$

%

Audit, legal and professional fees

$
104,000

$
128,000

(24,000
)

(19
)%

Professional fees decreased during the three months ended ~~March 31,~~September 30, 2022 primarily related to ~~fewer transactions~~decrease in ~~fiscal 2022 compared to the prior year period. Professional~~legal fees ~~during the three months ended March 31, 2021 primarily related to the 2020 Securities Purchase Agreement~~ and ~~issuance of Series B-2 preferred stock.~~other professional fees in 2022.

Other Income (Expense)

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

For the Three months ended

Change

For the Three months ended

Change

March 31,

2022 vs. 2021

September 30,

2022 vs. 2021

2022

2021

$

%

2022

2021

$

%

Interest expense - debt

$ (11,000 )

(37,000 )

$ (26,000 )

(70 )%

(7,000 )

(33,000 )

(26,000 )

(79 )%
Interest expense - preferred stock liability

(17,000 )

(2,005,000 )

(1,988,000 )

(99 )%
Interest expense-preferred stock

(8,000 )

—

8,000

—
%
Other Income (Expense), net

$ (28,000 )

$ (2,042,000 )

$ (2,014,000 )

(99 )%

$ (15,000 )

$ (33,000 )

$ (18,000 )

(55 )%

4029
Table of Contents

There was a decrease in interest expenses paid on the note payable - related party, because of the ~~Company repaid~~decrease in the note payable ~~of $1,033,000~~balance due to Mr. Ehrlich, the Company’s Chairman and CEO (see Note ~~11.~~12. Convertible Note Payable - Related Party of the Notes to Condensed Consolidated Financial Statements).

There was a decrease in interest expense – preferred stock liability during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 related to the 5% accrued dividend associated with the Series B-2 preferred stock (see Note 14).
NetNet Losses

We incurred net losses of ~~$1.5~~$1.4 million and ~~$4.0~~$2.1 million for the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively, because of the above-mentioned factors.

~~For the nine months ended March 31, 2022 and 2021~~
~~Revenue~~
~~We did not generate revenue for the nine months ended March 31, 2022 and 2021.~~
~~We incurred operating expenses of approximately $5.5 million and $6.5 million for the nine months ended March 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 nine months ended

Change

March 31,

2022 vs. 2021

2022

2021

$

%

Clinical studies and development research

$ 3,185,000

$ 4,191,000

(1,006,000 )

(24 )%
Employees payroll and payroll tax expenses related to R&D Department

524,000

310,000

214,000

69 %
Stock-based compensation - employee

69,000

46,000

23,000

50 %
Stock-based compensation - consultants

51,000

88,000

(37,000 )

(42 )%
Depreciation and amortization expenses

286,000

283,000

3,000

1 %
Total

$ 4,115,000

$ 4,918,000

(803,000 )

(16 )%
Research and development expenses for proprietary programs decreased during the nine months ended March 31, 2022 compared with the nine months ended March 31, 2021, primarily due to less spending on our Brilacidin program for the nine months ended March 31, 2022.
Employees payroll and payroll tax expenses increased during the nine months ended March 31, 2022 compared with the nine months ended March 31, 2021, due to a new hire of an employee during the first quarter of fiscal 2022.
Stock-based compensation for employee increased during the nine months ended March 31, 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 13).
41
~~Table of Contents~~
Stock-based compensation - consultants decreased during the nine months ended March 31, 2022 due to less options being issued to consultants during the nine months ended March 31, 2022 compared with the nine months ended March 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 nine months ended

Change

March 31,

2022 vs. 2021

2022

2021

$

%

Insurance expense

$ 208,000

$ 337,000

(129,000 )

(38 )%
Rent and utility expense

58,000

77,000

(19,000 )

(25 )%
Stock-based compensation-Officers

277,000

—

277,000

—
%
Other G&A

228,000

326,000

(98,000 )

(30 )%
Total

$ 771,000

$ 740,000

31,000

4 %
General and administrative expenses increased during the nine months ended March 31, 2022, primarily due to the increase in stock-based compensation-Officers of $277,000, offset by a decrease in insurance expense of $129,000 and a decrease in other G&A expense of $98,000 due to less business development consultants’ fees and business events during the nine months ended March 31, 2022. Stock-based compensation for officers increased during the nine months ended March 31, 2022 due to one new issuance of 3 million stock options to purchase shares of Company’s common stock to the Company’s two independent directors and the CEO in October, 2021 (see note 13).
~~Officers’ Payroll and Payroll Tax Expenses~~
~~Below is a summary of our Officers’ payroll and payroll tax expenses (rounded to nearest thousand):~~

Nine months ended

Change

March 31,

2022 vs. 2021

2022

2021

$

%

Officers’ payroll and payroll tax expenses

$ 308,000

$ 378,000

(70,000 )

(19 )%
42
~~Table of Contents~~
~~The decrease in officers’ payroll and payroll tax expenses for the Company during the nine months ended March 31, 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):~~

Nine months ended

Change

March 31,

2022 vs. 2021

2022

2021

$

%

Audit, legal and professional fees

$ 301,000

$ 450,000

(149,000 )

(33 )%
Professional fees decreased during the nine months ended March 31, 2022 primarily related to fewer transactions in fiscal 2022 compared to the prior year period. Professional fees during the nine months ended March 31, 2021 primarily related to the 2020 Securities Purchase Agreement and issuance of Series B-2 preferred stock.
~~Other Income (Expense)~~
~~Below is a summary of our other income (expense) (rounded to nearest thousand):~~

For the Nine months ended

Change

March 31,

2022 vs. 2021

2022

2021

$

%

Other income

$ 172,000

—

$ (172,000
)

—
%
Interest expense - debt

(61,000 )

(119,000 )

(58,000 )

(49 )%
Interest expense - preferred stock liability

(31,000 )

(4,702,000 )

(4,671,000 )

(99 )%
Other Income (Expense), net

$ 80,000

$ (4,821,000 )

$ (4,901,000 )

(102 )%
~~There was an increase in other income which represents the forgiveness of the PPP Loan.~~
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 (see Note 11. Convertible Note Payable - Related Party of the Notes to Condensed Consolidated Financial Statements).
There was a decrease in interest expense – preferred stock liability during the nine months ended March 31, 2022 as compared to the nine months ended March 31, 2021 related to the 5% accrued dividend associated with the Series B-2 preferred stock (see Note 14).
43
~~Table of Contents~~
~~Net Losses~~
~~We incurred net losses of $5.4 million and $11.3 million for the nine months ended March 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 ~~March 31,~~September 30, 2022, we had approximately ~~$8.8~~$3.0 million in cash compared to ~~$10.2~~$3.8 million of cash as of June 30, ~~2021,~~2022, and as of the date of this filing, we have approximately ~~$8.4~~$2.2 million in cash. WeContingent upon sufficient funding, we currently anticipate that future budget expenditures will be approximately ~~$4.2~~$2.1 million for the next 12 months, including approximately ~~$2.2~~$0.9 million for development activities, supportive research, and drug manufacturing. Alternatively, if we decide to pursue a more aggressive plan with our clinical trials, we will require additional sources of capital during the fiscal years 2022 and 2023 to meet our working capital requirements for our planned clinical trials. Potential sources for capital include grant funding for COVID-19 research and equity financings (see below). There can be no assurances that we will be successful in receiving any grant funding for our programs.

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 ~~the~~this above working capital projection.
On July 31, 2020, the Company entered into a Common Stock Purchase Agreement (the “2020 Purchase Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”) which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $30.0 million of the Company’s common stock over the 24-month term of the 2020 Purchase Agreement. During the nine months ended March 31, 2022, the Company did not sell any shares to Aspire Capital under the purchase agreement. During the period from July 31, 2020 to March 31, 2021, the Company generated proceeds of approximately $5.0 million under the 2020 Purchase Agreement with Aspire Capital from the sale of approximately 22.5 million shares of its common stock. As of March 31, 2022, the available balance under the 2020 Purchase Agreement was approximately $25.4 million, however, the trading price for the Company’s common stock has not satisfied the minimum $0.10 price condition under the purchase agreement and no sales may occur thereunder.

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 ~~the~~our Annual Report on Form 10-K.

IfIn the event that we are unable to ~~generate enough~~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 $2.0 million and have incurred losses since inception of $123.6 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 ~~current~~ability to continue as a going concern. Management’s plans include continuing to finance operations through the private or ~~future financing agreements with Aspire Capital (which expires July 31, 2022) when needed~~ public placement of debt and/or ~~secure additional sources~~equity securities and the reduction of ~~funding, it may~~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 significantly reduce our current rate of spending through reductions in staff and delaying, scaling back or stopping certain research and development programs, including more costly Phase 2 and Phase 3 clinical trials on our wholly-owned development programscontinue as these programs progress into later stage development. Insufficient liquidity may also require us to relinquish greater rights to product candidates at an earlier stage of development or on less favorable terms to us and our stockholders than we would otherwise choose in order to obtain up-front license fees needed to fund operations. These events could prevent us from successfully executing our operating plan.a going concern.
44
~~Table of Contents~~

Shelf Registration Statement - Current Status

The Company ~~has an effective shelf registration statement on Form S-3, registering the sale of up to $60 million of the Company’s securities. However, in the future, the Company may~~does not satisfy the conditions for use of Form S-3 for primary offerings of securities, ~~in which case~~and as a result, the Company generally may only utilize Form S-1 to register the sale of its ~~securities, although~~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 ~~nine~~three months ended ~~March 31,~~September 30, 2022 and 2021 (rounded to nearest thousand):

Nine months Ended

Change

Three Months ended

Change

March 31,

Increase/

September 30,

Increase/

2022

2021

(Decrease)

2022

2021

(Decrease)

%

%

Net cash used in operating activities

$ (5,322,000 )

$ (6,893,000 )

(23 )%

$ (791,000 )

$ (1,954,000 )

(60 )%
Net cash used in investing activities

(50,000 )

(53,000 )

(6 )%

(4,000 )

(17,000 )

(76 )%
Net cash provided by financing activities

3,973,000

13,940,000

(71 )%
Net cash provided by (used in) financing activities

(44,000 )

2,983,000

(101 )%
Net increase (decrease) in cash

$ (1,399,000 )

$ 6,994,000

(120 )%

$ (839,000 )

$ 1,012,000

(183 )%
30
Table of Contents

~~The Company experienced a decrease in net~~Operating Activities
Net cash used in operating activities ~~of $1.6 million versus the prior-year. The use of cash principally resulted from our losses from operations~~ for the ~~nine~~three months ended ~~March 31,~~September 30, 2022 ~~as adjusted for non-cash~~and 2021 was $0.8 million and $2.0 million, a decrease of $1.2 million. For the quarter ended September 30, 2022 operating cash flows reflect our net loss of $1.4 million, noncash charges ~~for stock-based~~(stock-based compensation ~~of $0.4 million, gain on forgiveness of loan payable of $0.2 million, patent~~expense and amortization expense) of $0.3 million and a net increase from changes in our working capital ~~accounts.~~accounts of approximately $0.3 million.

~~The use of~~Increases in operating cash principally resulted from our losses from operations for the nine months ended March 31, 2021, as adjusted for non-cash charges for stock-based compensation of $0.1 million, patent amortization of $0.3 million, interest expense on preferred stock of $4.7 million and changes in ourflows caused by working capital ~~accounts.~~changes include a decrease in other assets of $23,000 and net increase in accounts payable and accrued expenses of $0.4 million, offset by a decrease in operating lease liability of $46,000.

Investing activities

~~There was an insignificant change~~Net cash used in our investing activities for the three months ended September 30, 2022, as compared to net cash used in our investing activities ~~versus the prior-year~~in 2021, decreased by approximately $13,000. The decrease was due primarily to ~~stable spending~~a decrease in patent ~~costs during both periods.~~costs.

Financing activities

Net cash used in financing activities for the three months ended September 30, 2022, as compared to net cash provided by our financing activities in 2021, decreased by approximately $3.0 million. The decrease was due primarily to decreases in proceeds from exercise of warrants to purchase Series B Preferred stock.
During the ~~nine~~three months ended ~~March 31,~~September 30, 2022, wethe Company did not raise any funds and repaid a note payable of $6,000 and paid dividends on preferred stock of $38,000.
During the three months ended September 30, 2021, the Company raised ~~approximately $5.0~~$3.0 million in net cash proceeds, from exercise of warrants to purchase preferred ~~stock, offset by repayment of $1 million of loan balance to officer.~~stock.
During the nine months ended March 31, 2021, we raised approximately $4.6 million in net cash proceeds from sale of common stock to Aspire Capital, $5.0 million in net cash proceeds from issuance of Series B-2 preferred stock and $5.0 million in net cash from exercise of warrants, offset by purchase of treasury stock of $0.7 million.
45
~~Table of Contents~~

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~~$2.1 million for the next 12 months, including approximately ~~$2.2~~$0.9 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.

The Company will be unable to proceed with its planned drug development programs, meet its administrative expense requirements, capital costs, or staffing costs without accessing its financing available with Aspire Capital of approximately $30 million, of which approximately $25.4 million remains as of the date of this filing and which expires on July 31, 2022. However, the trading price for the Company’s common stock has not satisfied the minimum $0.10 price condition under the purchase agreement and no sales may occur thereunder.
Management believes that the amounts available from Aspire Capital and under the Company’s effective shelf registration statement will be sufficient to fund the Company’s operations for the next 12 months from the date of this filing.
In the event that we are unable to ~~generate sufficient cash from our 2020 Purchase Agreement with Aspire Capital (which expires on July 31, 2022) 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 9.10. 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.
31
Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

As of ~~March 31,~~September 30, 2022, management, with the participation of our principal executive officer and principal financial officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on such evaluation, as of ~~March 31,~~September 30, 2022, the principal executive officer and principal financial officer of the Company have concluded that the Company’s disclosure controls and procedures are effective.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting during the quarter ended ~~March 31,~~September 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

4632
Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 910. Commitments and Contingencies in the accompanying condensed consolidated financial statements.

ITEM 1A. RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, ~~2021,~~2022, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common and capital stock. There have been no material changes to our risk factors since our Annual Report on Form 10-K for the year ended June 30, ~~2021.~~2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

4733
Table of Contents

ITEM 6. EXHIBITS

(a) Exhibit index

(1)
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.

EXHIBIT INDEX

Exhibit No.

Title

Method of Filing

31.1

Chief Executive Officer and Chief Financial Officer ~~Certification~~Certifications required under Section 302 of the Sarbanes Oxley Act of 2002

Filed herewith

32.1

Chief Executive Officer and Chief Financial Officer ~~Certification~~Certifications required under Section 906 of the Sarbanes Oxley Act of 2002

Furnished herewith

101

The following materials from the Company’s Quarterly Report on Form 10-Q for the ~~nine~~three months ended ~~March 31,~~September 30, 2022 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) related notes

Filed herewith

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith

4834
Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INNOVATION PHARMACEUTICALS INC.

Dated: ~~May 12,~~November 10, 2022
By:
/s/ Leo Ehrlich

Name:
Leo Ehrlich

Title:
Chief Executive Officer, ~~and~~ Chief Financial Officer,
(Principal ~~Executive,~~ Accounting Officer, and ~~Financial Officer)~~Secretary

4935

	Nine months ended March 31,
	2022			2021
Expected term (in years)	5-10			5-10
Expected stock price volatility	80.84 to 112.37		%	89.88 to 95.47		%
Risk-free interest rate	0.69% to 1.61		%	0.48 to 0.68		%
Expected dividend yield		0			0

	Three months ended March 31				Nine months ended March 31
	2022		2021		2022		2021

Research and development expenses	$	40,000	$	41,000	$	121,000	$	134,000
General and administrative expenses		166,000		—		277,000		—
Total stock-based compensation expense	$	206,000	$	41,000	$	398,000	$	134,000

	June 30, 2022

Expected dividend yield		5	%
Expected stock-price volatility		60	%
Risk-free interest rate		2.92	%
Stock price	$	0.03
Exercise price	$	982.5

Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2: Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3: Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. Our financial instruments consist of cash and cash equivalents, short-term and long-term investments, accounts payable, accrued liabilities and preferred liability. At September 30, 2022 and 2021, the carrying values of cash and cash equivalents, accounts payable, and accrued liabilities approximated fair value due to their short-term maturities.	●	~~Level 1: Observable inputs such as quoted prices in active markets;~~

	●	~~Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and~~

	●	~~Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.~~

	FY 2021			FY 2022
Balance, July 1, 2020	$	-
Issuance of Series B-2 preferred stock at fair value		5,000,000
Balance, June 30, 2021				$	—
Exercise of Series 1 and 2 warrants		5,017,000			4,983,000
Conversion of Series B-2 preferred stock to common stock		(10,017,000	)		(4,374,000	)
Change in fair value of Series B-2 preferred stock ⁽¹⁾	(—)				177,000
Balance, June 30, 2021	$	—
Balance, June 30, 2022				$	786,000

Exercise of Series 1 and 2 warrants		4,983,000
Conversion of Series B-2 preferred stock to common stock		(3,838,000	)
Change in fair value of Series B-2 preferred stock (1)	(—)				—
Balance, March 31, 2022	$	1,145,000
Balance, September 30, 2022				$	786,000

⁽¹⁾	Change in fair value of preferred stock is reported in interest expense-preferred stock.
⁽²⁾	The 5% accrued dividend is reported in interest expense-preferred stock in the ~~statement~~condensed consolidated statements of operation and the remaining accrued dividends of ~~$46,000~~$24,000 and ~~$15,000~~$62,000 was included under current liability as of ~~March 31,~~September 30, 2022 and June 30, ~~2021,~~2022, respectively.

	·	In the Phase 2 clinical trial, beneficial Brilacidin treatment effects were observed on National Early Warning Score 2 (NEWS2) secondary endpoints, as well as on the primary endpoint for patient subgroups (with most elevated biomarker/viral load levels). For this study population, early treatment with Brilacidin from onset of symptoms appeared to have a positive impact on time to sustained recovery: if a patient started study treatment within fewer than 7 days of onset of COVID-19 symptoms, patients in the Brilacidin 5-dose group achieved sustained recovery more quickly compared to the pooled placebo group (p=0.03).

	·	From compassionate use of Brilacidin in critically-ill COVID-19 patients, noticeable treatment effects attributed to the use of Brilacidin were reported by investigators. Patients receiving compassionate use of Brilacidin were at advanced stages of disease and had exhausted other conventional treatment options. Compassionate use cases comprised Brilacidin being administered to critically-ill COVID‑19 patients over a longer duration (up to 10 days of treatment) than in the Phase 2 COVID-19 clinical trial (3 and 5 day dosing), with some patients also receiving higher and more frequent (twice daily) dosing. There appeared to be a potentially favorable treatment response based on increased Brilacidin dosing. For the Brilacidin compassionate use cases, in general, investigators observed more stable disease with initial improvements evident on chest x-rays and in COVID-19 disease biomarkers (e.g., C-Reactive Protein and ferritin). While nearly all of these critically-ill patients ultimately succumbed to severe hypoxic respiratory failure (secondary to COVID-19 viral pneumonia) and expired, survival time for these patients who initially were not expected to live beyond a few days was appreciably extended.

Compound	Target/Indication	Clinical Status
Brilacidin	Oral Mucositis (OM)	Phase 2 Study (completed) Phase 3 ~~in preparation~~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) ~~Phase 1/2 UC Safety/toleration/PK and Proof of Concept in preparation~~
	ABSSSI (Acute Bacterial Skin and Skin Structure Infection)	Phase 2 ~~(completed)~~
	~~COVID-19~~	~~Phase 2 Study (completed)~~
~~Kevetrin~~	~~Ovarian Cancer~~	~~Phase 2 Study~~ (completed)

	·	Among patients with the most elevated biomarker levels [for C-Reactive Protein (CRP) and Interleukin-6 (IL-6)] at baseline, more patients in the Brilacidin 5-dose subgroup achieved sustained recovery through Day 29 (the primary endpoint) compared to those patients in the pooled placebo subgroup. Time to sustained recovery also was on average shorter in the Brilacidin 5-dose subgroup.

	·	Additionally, among patients with the most elevated SARS-CoV-2 viral load levels, more patients in the Brilacidin 5-dose subgroup achieved sustained recovery through Day 29 compared to placebo, and time to sustained recovery for those Brilacidin-treated patients also was on average shorter.

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

Clinical studies and development research	$	677,000	$	1,210,000		(533,000	)		(44	)%
Employees payroll and payroll tax expenses related to R&D Department		119,000		77,000		42,000			55	%
Stock-based compensation - employee		30,000		14,000		16,000			114	%
Stock-based compensation - consultants		10,000		27,000		(17,000	)		(63	)%
Depreciation and amortization expenses		95,000		95,000		—		—		%
Total	$	931,000	$	1,423,000		(492,000	)		(35	)%

	Three months ended				Change
	March 31,				2022 vs. 2021
	2022		2021		$		%

Officer’ payroll and payroll tax expenses	$	126,000	$	126,000		—		—	%

	For the nine months ended				Change
	March 31,				2022 vs. 2021
	2022		2021		$			%

Clinical studies and development research	$	3,185,000	$	4,191,000		(1,006,000	)		(24	)%
Employees payroll and payroll tax expenses related to R&D Department		524,000		310,000		214,000			69	%
Stock-based compensation - employee		69,000		46,000		23,000			50	%
Stock-based compensation - consultants		51,000		88,000		(37,000	)		(42	)%
Depreciation and amortization expenses		286,000		283,000		3,000			1	%
Total	$	4,115,000	$	4,918,000		(803,000	)		(16	)%

	Nine months ended				Change
	March 31,				2022 vs. 2021
	2022		2021		$			%

Officers’ payroll and payroll tax expenses	$	308,000	$	378,000		(70,000	)		(19	)%

Exhibit No.	Title	Method of Filing

31.1	Chief Executive Officer and Chief Financial Officer ~~Certification~~Certifications required under Section 302 of the Sarbanes Oxley Act of 2002	Filed herewith

32.1	Chief Executive Officer and Chief Financial Officer ~~Certification~~Certifications required under Section 906 of the Sarbanes Oxley Act of 2002	Furnished herewith

101	The following materials from the Company’s Quarterly Report on Form 10-Q for the ~~nine~~three months ended ~~March 31,~~September 30, 2022 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) related notes	Filed herewith

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	Filed herewith

	INNOVATION PHARMACEUTICALS INC.

Dated: ~~May 12,~~November 10, 2022	By:	/s/ Leo Ehrlich
	Name:	Leo Ehrlich
	Title:	Chief Executive Officer, ~~and~~ Chief Financial Officer, (Principal ~~Executive,~~ Accounting Officer, and ~~Financial Officer)~~Secretary