What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-03-31 compared with 2022-03-28 · 166 added, 270 removed, 2 unchanged (100% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking

should read this discussion together with the Consolidated Financial Statements, related Notes and other financial information included

elsewhere in this Form 10-K.

The following discussion contains assumptions, estimates and other forward-looking statements that involve

a number of risks and uncertainties.

These risks could cause our actual results to differ materially from those anticipated in these

forward-looking statements.

You should read this discussion together with

the Financial Statements, related Notes and other financial information included elsewhere in this Form 10-K.

The following discussion

contains assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties.

These risks could

cause our actual results to differ materially from those anticipated in these forward-looking statements.

AIkido Pharma Inc.

(the “Company”),

was initially formed in 1967 and is currently a biotechnology company with a diverse portfolio of small-molecule anti-cancer therapeutics

in development.

The Company’s platform consists of patented technology from leading universities and researchers and our innovative

therapeutic drug platform is currently being advanced through strong collaborations with world-renowned educational institutions, including

the University of Texas at Austin, the University of Maryland, Baltimore and Wake Forest University.

Our diverse pipeline of therapeutics

includes therapies for pancreatic cancer, acute myeloid leukemia (“AML”) and acute lymphoblastic leukemia (“ALL”).

The Company is also developing broad-spectrum antiviral compounds with the potential to inhibit replication of multiple viruses including

Influenza virus, SARS-CoV (coronavirus), MERS-CoV, Ebolavirus and Marburg virus.

The Company previously focused its efforts on

owning, developing, acquiring and monetizing intellectual property assets.

Since May 2016, the Company has received limited funds from

its intellectual property monetization.

In addition to its patent monetization efforts, since the fourth quarter of 2017, the Company

has been transitioning to focus its efforts as a technology and biotechnology development company.

These efforts have focused on biotechnology

research and blockchain technology research.

The Company’s investment in biotechnology research development includes:

(i) an investment

in Hoth Therapeutics, Inc.

(“Hoth”), a development stage biopharmaceutical company focused on unique targeted therapeutics

for patients suffering from indications such as atopic dermatitis, also known as eczema, (ii) an investment in DatChat, Inc.

a privately held personal privacy platform focused on encrypted communication, internet security and digital rights management, and (iii)

the acquisition of assets of CBM BioPharma, Inc.

(“CBM”), a pharmaceutical company focusing on the development of cancer

In January of 2021, the Company acquired an ownership interest in Convergent Therapeutics, Inc., (“Convergent”)

which has exclusive rights to technology related to dual-action peptide receptor radionuclide therapy (“PRRT”) for prostate

cancer covered by multiple issued U.S.

and foreign patents.

Convergent is currently conducting advanced human trials relating to prostate

cancer treatments utilizing PRRT that targets the prostate-specific membrane antigen (“PSMA”) present on prostate cancer

The technology was developed under the direction of Dr.

Neil Bander, Professor of Urologic Oncology at Weill Cornell Medicine.

Outside of the biotechnology space, the Company has put capital

into a series of small investments in private companies that are expected to go public in 2022.

These investments include, but are not

limited to, an investment in Tevva Motors, an electric truck producer, a space with recent Rivian Automotive (NASDAQ:

Additionally,

the Company has invested in Kerna Health, a growing tele-health business with recurring revenue and large contract backlog, as well an

investment in Kaya Holding Corp., a holding company with a portfolio of wholly-owned subsidiaries focused on emerging technologies and

social networking for cannabis enthusiasts.

As a result of the Company’s biotechnology

research development and associated investments and acquisitions, our business portfolio now focuses on the treatment of three different

cancers, including pancreatic cancer, AML and ALL.

DHA-dFdC, our pancreatic drug candidate developed at the University of Texas at Austin

(“UTA”), is a new compound that we hope will become the next generation of chemotherapy treatment for advanced pancreatic

DHA-dFdC is designed to overcome tumor cell resistance to current chemotherapeutic drugs and is well tolerated in preclinical

toxicity tests.

Preliminary studies have also indicated that DHA-dFdC inhibits pancreatic cancer cell growth in culture (up to 100,000-fold

more potent that gemcitabine, a current standard therapy), has documented efficacy against pancreatic tumors in a clinically relevant

transgenic mouse model and has demonstrated activities against other cancers, including leukemia, lung and melanoma.

Ultimately, we plan

to develop DHA-dFdC for oral and intravesous administration in a solid lipid nanoparticle carrier matrix, which has also been licensed

from UTA, and is intended to be a second-line treatment for advanced pancreatic cancer.

The Company has entered into an agreement with

Parimer Scientific , which is working with other third parties, to assist in researching, developing and optimizing the manufacturing

process of the active ingredient, formulating the dosage formulation and performing drug stability tests.

The Company’s license

with UTA (the “License”) is a royalty-bearing exclusive license that, unless terminated earlier, continues until the last

date of expiration or termination of the patent rights granted under the License (the “Patent Rights”).

With regard to DHA-dFdC,

the Patent Rights include two issued U.S.

Patents, several filed U.S.

patent applications and an application filed under the Patent Cooperation

Treaty (“PCT”) that is currently being prosecuted to secure rights in foreign countries.

So far, two patents have issued,

10,463,684 (the “684 Patent”) and U.S.

11,219,633 (the “633 Patent”), which contain

claims covering the compound DHA-dFdC.

Assuming all maintenance fees are timely paid, the 684 Patent is expected to expire on October

27, 2035 and the 633 Patent is expected to expire on May 28, 2035.

The Company’s license with UTA also covers a U.S.

patent application relating to the solid lipid nanoparticle carrier matrix for the drug, which was filed on June 6, 2019.

2020, at the request of the Company, UTA filed both a U.S.

non-provisional utility patent application as well as a PCT application relating

to the lipid nanoparticle carrier matrix claiming the June 6, 2019 priority date of the provisional application.

Patent prosecution on

all pending patent applications is currently underway.

The Company is currently engaged in research and development activities related

to the manufacture of DHA-dFdC, which have thus far confirmed the critical chemical steps required for the manufacturing and scalability

of the process.

In collaboration with our contract manufacturing organization, Parimer Scientific, we are currently optimizing the manufacturing

procedure for DHA-dFdC.

Our manufacturing activities were initially delayed several months due to COVID-19 because Parimer was recruited

and South Carolina governments to manufacture hand sanitizer for use in hospitals.

For that reason, our manufacturing activities

did not begin in earnest until the beginning of the third quarter of 2020.

Once manufacturing began, shipping delays due to the pandemic

further slowed progress.

Further delay resulted from the inherent difficulty in producing scalable quantities of the key intermediate

compound in the process.

Despite these delays, we now have successfully replicated the synthesis as reported in the literature, have

developed a new procedure for the production of the key intermediate on a large scale, and are currently optimizing the procedure to

ensure that incorporation of our new procedure into the overall manufacturing process will result in levels of DHA-dFdC on an acceptably

In tandem, the Company will also develop the solid lipid nanoparticle delivery system containing DHA-dFdC to optimize the

manufacturing process for size and consistency of the particles.

We plan to then develop the drug formulation for oral and intravenous

delivery via the solid lipid nanoparticles for use in future animal testing.

We do not currently have FDA approval, which will eventually

be required to begin administering DHA-dFdC to patients as part of any clinical trials.

Animal studies will be a necessary prerequisite

to filing an Investigational New Drug Application (“IND”) with the FDA.

Depending upon the success of the animal studies,

the Company’s development activities will also include preparing the IND for submission to the FDA.

The Company’s formulation

is a new chemotherapy oral dosage form “repurposing” the chemotherapeutic agent gemcitabine, which we believe enables it

to be developed for use in patients following a special regulatory pathway codified in Section 505(b)(2) of the FDA rules.

Section 505(b)(2)

was enacted to enable sponsors to seek New Drug Application (“NDA”) approval for novel repurposed drugs without the need

for such sponsors to undertake certain time consuming and expensive safety studies.

Proceeding under this regulatory pathway, we hope

to be able to rely upon all of the publicly available safety and toxicology data with respect to gemcitabine in our FDA submissions.

We believe that this path will dramatically reduce the required clinical development efforts, costs and risks as compared to what would

be required of us if we were required to conduct the entire scope of trials required for new chemical entities that are not eligible

to be reviewed pursuant to the Section 505(b)(2) regulatory pathway.

We estimate that by using the Section 505(b)(2) regulatory pathway,

the clinical development process may be several years shorter than is required for a new chemical entity, and the FDA approval process

may be six to nine months shorter than the typical eighteen-month period, which we believe may result in lower development costs and

shorter development time.

As of the date hereof, we have not submitted an IND or an NDA to the FDA.

Our AML and ALL compounds, developed

at Wake Forest University, are targeted therapeutics designed to overcome multiple resistance mechanisms observed with the current standard

In addition, we are constantly seeking to grow our pipeline to treat unmet medical needs in oncology.

In addition, the Company owns an exclusive world-wide

license to patented technology from the University of Maryland Baltimore (“UMB”).

Our license is for a broad-spectrum antiviral

drug platform.

The licensed technology is a broadly acting pan-viral inhibitory compound with efficacy against multiple viral pathogens.

The technology works to inhibit replication of multiple viruses including Influenza virus, SARS-CoV (coronavirus), MERS-CoV, Ebolavirus

and Marburg virus.

The technology is covered by two patent applications already on file with the United States Patent and Trademark Office.

The Company’s license covers two U.S.

provisional applications, which were consolidated and timely filed as a PCT application on

June 5, 2020, commencing patent prosecution.

Any patents issued from this application are expected to expire 20 years later, on June

5, 2040, unless the term is extended by the patent office.

The PCT application describing the technology to which the Company is licensed

was published on December 12, 2020 by the World Intellectual Property Organization under International Publication Number WO 2020/247860

Currently, the Company and UMB are collaborating to identify chemical structures that are as effective as, or more effective than,

the lead compounds covered in the PCT application.

The UMB inventors are Drs.

Matthew Frieman, Alexander MacKerell and Stuart Watson.

The Company has also executed a Sponsored Research Agreement with UMB to support the development of the technology.

Effective March 23, 2020, and as amended and restated on November

24, 2020, the Company and Continental Stock Transfer & Trust Co.

entered into a rights agreement (the “Rights Agreement”)

The Rights Agreement provides each stockholder of record a dividend distribution of one “right” for each outstanding share

of common stock.

Rights become exercisable at the earlier of ten days following:

(1) a public announcement that an acquirer has purchased

or has the right to acquire 4.99% or more of our common stock, in connection with, (x) the Company consolidating, or merging into any

other person, (y) any person consolidates or merges with or into the Company or (z) the Company sells or otherwise transfers to any person

or persons, in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company,

or (2) the commencement of a tender offer which would result in an offer or beneficially owning 10% or more of our outstanding common

All rights held by an acquirer or offer or expire on the announced acquisition date, and all rights expire at the close of business

on March 23, 2023, subject to further extension.

Each right entitles a stockholder to acquire, at a price of $5.00 per one one-thousandth

of a share of our Series A preferred stock, subject to adjustments, which carries voting and dividend rights similar to one share of

our common stock.

The purchase price of the preferred stock fractional amount is subject to adjustment for certain events as described

in the Rights Agreement.

At the discretion of a majority of the Board and within a specified time period, we may redeem all of the rights

at a price of $0.0001 per right.

The Board may also amend any provisions of the Rights Agreement prior to exercise.

Critical Accounting Policies

Our critical accounting policies are disclosed

in Note 3 to the consolidated financial statements.

Recently Issued Accounting Pronouncements

See Note 3 to the onsolidated financial statements

for a discussion of recent accounting standards.

Results of Operations

Fiscal Year Ended December 31, 2021 Compared

to Fiscal Year Ended December 31, 2020

The Company experienced very little or no revenue

in the last two years and we don’t expect any revenue until a biotechnology product is fully developed which may not occur for

For the year ended December 31, 2021 and 2020, we

incurred a loss from operations of $9.4 million and $6.5 million, respectively.

The increase in loss was primarily attributed to $3.6

million increase in general and administrative expenses, partially offset by $0.5 million decrease in research and development expense

incurred in connection with the license acquired, and $0.3 million decrease in other research and development expense.

In 2021, we engaged

the services of Revere Securities, LLC (“Revere”) to strategically manage and build our investment processes.

Kyle Wool, Board

Member, is the president of Revere.

We incurred fees of approximately $1.2 million during the year December 31, 2021.

These fees were

included in general and administrative expense.

For the year ended December 31, 2021 and 2020, other

income was approximately $2.3 million and $ Other expenses was approximately $5.8 million, respectively.

The increase in other income

was primarily attributed to a $10.4 million increase in fair value of investment, and partially offset by $2.7 million decrease in gains

on marketable securities.

Liquidity and Capital Resources

We continue to incur ongoing administrative and

other expenses, including public company expenses, in excess of corresponding (non-financing related) revenue.

While we continue to implement

our business strategy, we intend to finance our activities through:

managing current cash and cash equivalents on hand from

our past debt and equity offerings;

seeking additional funds raised through the sale of additional

securities in the future;

seeking additional liquidity through credit facilities

or other debt arrangements;

increasing revenue from its patent portfolios, license

fees and new business ventures.

Our ultimate success is dependent on our ability to obtain additional

financing and generate sufficient cash flow to meet our obligations on a timely basis.

Our business will require significant amounts of

capital to sustain operations and make the investments it needs to execute its longer-term business plan to support new technologies and

help advance innovation.

Our working capital amounted to approximately $89.8 million at December 31, 2021.

We will need to obtain additional

debt or equity financing, especially if we experience downturns in our business that are more severe or longer than anticipated, or if

we experience significant increases in expense levels resulting from being a publicly-traded company or operations.

If we attempt to obtain

additional debt or equity financing, we cannot assume that such financing will be available to the Company on favorable terms, or at all.

The Company plans to pursue its plans regarding

research and development of our two pre-clinical products which will require resources beyond those currently, ultimately requiring third

party capital.

During this time, the Company does not expect to generate revenue and there is substantial doubt about the Company’s

ability to continue as a going concern within one year from the date of this filing.

The consolidated financial statements have been

prepared assuming that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future

effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the

outcome of this uncertainty.

Cash Flows from Operating Activities -

For the year ended December 31, 2021 and 2020, net cash used in operations

was $6.6 million and $4.0 million, respectively.

The cash used in operating activities for the year ended December 31, 2021 primarily

resulted from a net loss of $7.2 million and increase in fair value of investment of $5.0 million, and partially offset unrealized loss

on marketable investment of $3.1 million and $1.1 million research and development expense related with license acquired.

The cash used

in operating activities for the year ended December 31, 2020 primarily resulted from a net loss of $12.3 million, and partially offset

by reduction in fair value of investment of $6.8 million and $1.5 million research and development expense related with license acquired.

Cash Flows from Investing Activities -

For the year ended December 31, 2021, net cash used in investing activities was approximately $8.9 million as compared to net cash used

in investing activities of approximately $25.0 million for the year ended December 31, 2020.

The cash used in investing activities for

the year ended December 31, 2021 primarily resulted from our purchase of marketable securities of $93.4 million, funds to deposit accounts

of $4.2 million, purchase of short-term investments of $5.7 million and research and development expense related with license acquired

of $0.6 million, partially offset by our sale of marketable securities of $103.0 million since we invest excess cash into marketable

securities until additional cash is needed.

The cash used in investing activities for the year ended December 31, 2020 primarily resulted

from our purchase of marketable securities of $98.8 million and research and development expense related with license acquired of $1.5

million, partially offset by our sale of marketable securities of $74.9 million since we invest excess cash into marketable securities

until additional cash is needed.

Cash Flows from Financing Activities –

For the year ended December 31, 2021, cash provided by financing activities

was $78.3 million, which reflects the net proceeds of $78.2 million from investors in exchange of issuance of common stock and warrants,

and net proceeds of $84,000 from the exercise of common warrants and prefunded warrants.

For the year ended December 31, 2020, cash provided

by financing activities was $31.6 million, which reflects the net proceeds of $6.6 million from investors in exchange of issuance of

common stock, common warrants and prefunded warrants, net proceeds of $17.8 million from investors in exchange of issuance of common

stock, and net proceeds of $7.2 million from the exercise of common warrants and prefunded warrants.

We have filed a shelf registration statement

on Form S-3 with the SEC.

Whether we sell securities under the registration statement will depend on a number of factors, including the

market conditions at that time, our cash position at that time and the availability and terms of alternative sources of capital.

Contractual obligations

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, we are not required

to provide the information required by this item.

Dominari Holdings Inc.

(the “Company”), formerly known

as AIkido Pharma, Inc., was founded in 1967 as Spherix Incorporated.

Since 2017, the Company has operated as a biotechnology company with

a diverse portfolio of small-molecule anticancer and antiviral therapeutics and their related patent technology.

In an effort to enhance

shareholder value, in June of this year, the Company formed a wholly owned financial services subsidiary, Dominari Financial Inc.

(“Dominari”),

with the intent of shifting the Company’s primary operating focus away from biotechnology to the fintech and financial services

Through Dominari Holdings, the Company plans to make strategic acquisitions across the fintech and financial services industries.

On September 9, 2022, Dominari entered into a

membership interest purchase agreement (the “FPS Purchase Agreement”) with Fieldpoint Private Bank & Trust (“Seller”),

a Connecticut bank, for the purchase of its wholly owned subsidiary, Fieldpoint Private Securities, LLC, a Connecticut limited liability

company (“FPS”), that is a broker-dealer registered with the Financial Industry Regulatory Authority (“FINRA”)

and an investment adviser registered with the Securities and Exchange Commission (“SEC”).

Pursuant to the terms

of the FPS Purchase Agreement, Dominari purchased from the Seller 100% of the membership interests in FPS (the “Membership Interests”).

FPS’s registered broker-dealer and investment adviser businesses will be operated as a wholly owned subsidiary of Dominari.

The FPS Purchase Agreement provides for Dominari’s acquisition of FPS’s Membership Interests in two closings, the first

of which occurred on October 4, 2022 (the “Initial Closing”), at which Dominari paid to the Seller $2,000,000 in consideration

for a transfer by the Seller to Dominari of 20% of the FPS Membership Interests.

Following the Initial Closing, FPS filed

a continuing membership application requesting approval for a change of ownership, control, or business operations with FINRA in accordance

with FINRA Rule 1017 (the “Rule 1017 Application”) which was approved on March 20, 2023.

The second closing “Second

Closing”), occurred on March 27, 2023.

Dominari paid the Seller an additional $1.00 in consideration for the transfer by the Seller

to Dominari of the remaining 80% of the Membership Interests.

The Second Closing is subject to customary closing conditions, including

the accuracy of the representations and warranties of the applicable parties under the FPS Purchase Agreement and compliance therewith.

Additionally, AIkido Labs, LLC (“Aikido Labs”), another

wholly owned subsidiary of the Company, has explored opportunities in high growth industries.

To date, Aikido Labs has made equity

investments in Anduril Industries, Inc, Databricks, Inc., Discord, Inc., Epic Games, Inc., Payward, Inc.

dba Kraken, Space Exploration

Technologies Corp.

dba SpaceX, Tevva Motors Ltd., Thrasio, LLC, and Yanka Industries, Inc.

dba Masterclass.

The Company is in the

process of winding down its historical pipeline of biotechnology assets consisting of patented technologies from leading universities

and researchers, including prospective treatments for pancreatic cancer, acute myeloid leukemia, and acute lymphoblastic leukemia.

Company is also developing a broad-spectrum antiviral platform, in which the lead compounds have activity in cell-based assays against

multiple viruses including Influenza virus, Ebolavirus, the Marburg virus, SARS-CoV, MERS-CoV, and SARS-CoV-2, the cause of COVID-19.

June 7, 2022, the Company effected a seventeen-for-one (17-for-1) reverse stock split of its class of common stock (the “Reverse

Stock Split”).

The Reverse Stock Split, which was approved by stockholders at an annual stockholder meeting on May 20, 2022, was

consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on June 2, 2022.

The Reverse Stock Split

was effective on June 7, 2022.

All references to common stock, convertible preferred stock, warrants to purchase common stock, options

to purchase common stock, restricted stock units, restricted stock awards, share data, per share data and related information contained

in the consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all

periods presented.

Payment for fractional shares resulting from the reverse stock split amounted to $26,000.

Accounting Policies

critical accounting policies are disclosed in Note 3 to the consolidated financial statements.

Issued Accounting Pronouncements

Note 3 to the consolidated financial statements for a discussion of recent accounting standards.

of Operations

Year Ended December 31, 2022, Compared to Fiscal Year Ended December 31, 2021

Company did not recognize revenue from operations, nor do we expect to recognize any revenue until our operational transition into the

financial services industry is complete.

the years ended December 31, 2022, and 2021, we incurred a loss from operations of approximately $14.4 million and $9.4 million, respectively.

The approximate $5.0 million increase in loss was primarily attributable to the following:

An approximate $4.0 million increase in general and administrative

expenses – driven by approximately $1.5 million of fully-vested restricted stock grants issued to the members of the board of directors

and approximately $1.5 million of discretionary bonus expense for employees.

We also incurred approximately $1.6 million in legal and

accounting advisory fees related to our transition into a financial services business.

approximate $0.3 million increase in research and development expenses – attributable

to an approximate $0.3 million increase in expense related to our previous development of

a broad-spectrum antiviral platform, in which the lead compounds have activity in cell-based

assays against multiple viruses including the Influenza virus, Ebolavirus and Marburg virus,

SARS-CoV, MERS-CoV, and SARS-CoV-2, the cause of COVID-19;

approximate increase of $0.7 million in research and development - license acquired –

attributable to an approximate $1.2 million payment under our license agreement with the

University of Maryland (“UM”) pursuant to which the UM granted us an exclusive,

worldwide, royalty bearing license to certain intellectual property to, among other things,

discover, develop, make, have made, use and sell certain licensed products and sell, use

and practice certain licensed services with respect to the treatment of cancer.

The additional

license payment was partially offset by a decrease, year-over-year, of $0.5 million related

to a one-time recognition of restricted stock expense in 2021 in relation to the license

arrangements.

the year ended December 31, 2022, and 2021, other (expense) income was approximately $(7.8) million and $2.3 million, respectively.

activity for the years ended December 31, 2022, and 2021, is primarily a result of overall volatility in investment valuations due to

macroeconomic uncertainty (i.e.

inflation, global tensions in the Ukraine, etc.) impacting marketable securities and the change in fair

value of short and long-term investments.

Specifically:

securities – we recognized a loss of approximately $6.0 million for the year ending

December 31, 2022.

The increase in losses over prior year is a direct result of an increase

in both realized and unrealized losses on marketable securities of $1.3 million and $1.8

million, respectively, and a $1.1 million decrease in related dividend income.

and long-term investments – we recognized a loss on change in fair value of investments

for the year ending December 31, 2022, of approximately $2.6 million.

The change over prior

year is a function of unrealized losses of approximately $3.8 million on our investments

of Kaya Holding Corp.

and Nano Innovations Inc.

for the year ending December 31, 2022, as

compared to approximately $3.6 million in unrecognized gains on our investments in Kaya Holding

and Kerna Health, Inc.

recorded for the year ending December 31, 2021.

also recognized approximately $0.5 million in net realized losses on our investments in DatChat,

Inc., Hoth Therapeutics Inc., and Vicinity Motor Corp and an approximate $0.9 million realized

loss on our conversion of the Slinger Bag, Inc.

convertible promissory note into common stock

of Connexa Sports Technologies Inc.

(formerly Slinger Bag Inc.).

The aforementioned losses

were driven by increased volatility in the market.

and Capital Resources

continue to incur ongoing administrative and other expenses, including public company expenses.

While we continue to implement our business

strategy, we intend to finance our activities through:

current cash and cash equivalents on hand from our past debt and equity offerings;

additional funds raised through the sale of additional securities in the future;

additional liquidity through credit facilities or other debt arrangements;

ultimate success is dependent on our ability to generate sufficient cash flow to meet our obligations on a timely basis.

may require significant amounts of capital to sustain operations that we need to execute our longer-term business plan to support our

transition into the financial services industry.

Our working capital amounted to approximately $48.9 million as of December 31, 2022.

We may need to obtain additional debt or equity financing, especially if we experience downturns in our business that are more severe

or longer than anticipated, or if we experience significant increases in expense levels resulting from being a publicly-traded company

or from continuing operations.

If we attempt to obtain additional debt or equity financing, we cannot assume that such financing will

be available to the Company on favorable terms, or at all.

Flows from Operating Activities

the years ended December 31, 2022, and 2021, net cash used in operations was approximately $10.6 million and $6.6 million, respectively.

The cash used in operating activities for the year ending December 31, 2022, is primarily attributable to a net loss of approximately

$22.1 million.

The net loss was slightly offset by approximately $4.9 million in unrealized losses on marketable securities, approximately

$2.6 million relating to the change in fair value of short-term investments, approximately $1.8 million in research and development expense

related to acquired licenses, approximately $1.5 million related to stock-based compensation, and approximately $1.4 million of realized

loss on marketable securities.

The cash used in operating activities for the year ended December 31, 2021, is primarily attributable

to a net loss of approximately $7.2 million, further increased by approximately $3.6 million for a change in fair value of short-term

investments, and slightly offset by approximately $3.1 million in unrealized losses on marketable securities and approximately $1.1 million

in research and development expense related to acquired licenses.

Flows from Investing Activities

the years ended December 31, 2022, and 2021, net cash used in investing activities was approximately $14.6 million and $8.9 million,

respectively.

The cash used in investing activities for the year ended December 31, 2022, primarily resulted from our purchase of marketable

securities of approximately $26.8 million, purchase of investments of approximately $15.0 million, purchase of research and development

licenses of approximately $1.8 million, and the purchase of promissory notes of approximately $1.6 million, partially offset by our sale

of marketable securities of approximately $28.7 million since we invest excess cash into marketable securities until additional cash

The cash used in investing activities for the year ended December 31, 2021, primarily resulted from our purchase of marketable

securities of approximately $93.4 million, the purchase of promissory notes of approximately $6.9 million, purchase of short-term and

long-term investments of approximately $5.7 million, deposits of approximately $4.2 million and the purchase of convertible notes of

approximately $2.0 million, partially offset by our sale of marketable securities of approximately $103.0 million.

Flows from Financing Activities

the year ended December 31, 2022, cash used in financing activities was approximately $7.2 million, which reflects the cost for redemption

of Series O and Series P Redeemable Convertible Preferred Stock of approximately $22.0 million and cost for purchase of treasury stock

of approximately $3.1 million, partially offset by net proceeds of approximately $17.9 million from investors in exchange of issuance

of issuance of Series O and Series P Redeemable Convertible Preferred Stock.

For the year ended December 31, 2021, cash provided by financing

activities was approximately $78.2 million, which is primarily attributable to the approximate $78.2 million from investors in exchange

of issuance of common stock and warrants.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis