What changed in this filing

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Item 1A. Risk Factors

2021-09-03 compared with 2021-06-14 · 142 added, 109 removed, 2 unchanged (99% of the section changed)

You should carefully consider the risks described

below together with all of the other information included in this prospectus before making an investment decision with regard to our securities.

should carefully consider the risks described below together with all of the other information included in this prospectus before making

an investment decision with regard to our securities.

The risks set forth below are not the only risks facing us.

Additional risks and uncertainties may exist that could also adversely affect

our business, prospects or operations.

If any of the following risks actually occurs, our business, financial condition or results of

operations could be harmed.

In that case, the trading price of our common stock could decline, and you may lose all or a significant part

of your investment.

Because of a lack of funds, we have suspended

our pharmaceutical product development operations.

Our business is the development of transdermal

systems for the delivery of pharmaceuticals.

The development of pharmaceutical products is highly cash intensive, and many early-stage

drug development companies are unable to raise sufficient cash to complete the development and testing of their products and obtain regulatory

approval, with the result that they either obtain funding on very unfavorable terms, cease to conduct business or sell or license their

intellectual property on unfavorable terms.

Because of our lack of cash and the absence of any significant financing, we have suspended

our development activities relating to our transdermal pharmaceutical products.

Because of the anticipated lack of revenues until we have

an approved product that we can market and the time required to obtain FDA approval, which can take many years, we must rely on our ability

to raise money in the private or public equity market or enter into a joint venture relationship with a company that has the funds, the

willingness and the ability to fund or obtain funds for the project that is the subject of the joint venture.

In March 2020, we withdrew

a registration statement relating to a proposed public offering.

If we are able to raise funds or enter into a joint venture, it is likely

that the term will not be favorable to us.

We cannot assure you that we will be able to raise funds in a public or private financing or

a joint venture, and, if we are unable to do so, we may cease operations.

Because we are an early-stage company with

minimal revenue and a history of losses and we expect to continue to incur substantial losses for the foreseeable future, we cannot assure

you that we can or will be able to operate profitably.

We did not generate any revenue prior to the quarter

ended October 31, 2018 and since then, we have incurred losses as, 4P Therapeutics generated only modest revenue from contract research

and development services which are not related to our pharmaceutical transdermal patch business.

Although we anticipate that, for the

near term, we will continue to perform research and development services for third parties, we do not expect to generate significant revenue

from performing contract research and development services for our clients and we have generated losses from operations from this business.

During the year ended January 31, 2021, we experienced a significant decline in revenue from 4P Therapeutics’

largest customer.

We generated negative cash flow from operations for the years ended January 31, 2021 and 2020.

We are subject to the risks common to start-up,

pre-revenue enterprises, including, among other factors, undercapitalization, cash shortages, limitations with respect to personnel, financial

and other resources and lack of revenues.

Drug development companies typically incur substantial losses during the product development

and FDA testing phase of the business and do not generate revenues until after the drug has received FDA approval, which cannot be assured,

and until the company has started to sell the product.

We can give no assurance that we can or will ever be successful in achieving profitability

and the likelihood of our success must be considered in light of our early stage of operations.

Additional risks and

uncertainties may exist that could also adversely affect our business, prospects or operations.

If any of the following risks actually

occurs, our business, financial condition or results of operations could be harmed.

In that case, the trading price of our common stock

could decline, and you may lose all or a significant part of your investment.

of a lack of funds, we have suspended our pharmaceutical product development operations.

business is the development of transdermal systems for the delivery of pharmaceuticals.

The development of pharmaceutical products is

highly cash intensive, and many early-stage drug development companies are unable to raise sufficient cash to complete the development

and testing of their products and obtain regulatory approval, with the result that they either obtain funding on very unfavorable terms,

cease to conduct business or sell or license their intellectual property on unfavorable terms.

Because of our lack of cash and the absence

of any significant financing, we have suspended our development activities relating to our transdermal pharmaceutical products.

of the anticipated lack of revenues until we have an approved product that we can market and the time required to obtain FDA approval,

which can take many years, we must rely on our ability to raise money in the private or public equity market or enter into a joint venture

relationship with a company that has the funds, the willingness and the ability to fund or obtain funds for the project that is the subject

of the joint venture.

In March 2020, we withdrew a registration statement relating to a proposed public offering.

If we are able to raise

funds or enter into a joint venture, it is likely that the term will not be favorable to us.

We cannot assure you that we will be able

to operate profitably or generate positive cash flow.

If we cannot achieve profitability, we may be forced to cease operations and you

may suffer a total loss of your investment.

Because we do not have a product we can

market in the United States, we cannot predict when or whether we will operate profitably.

We have not completed the development of our lead

product, which is our abuse deterrent fentanyl transdermal system, and we do not have any product that we can market in the United States.

Because of the numerous risks and uncertainties associated with product development, we cannot assure you that we will be able to develop

and market any products or achieve or attain profitability.

If we are able to obtain financing for our operations, we expect that we will

incur substantial expenses as we continue with our product development and clinical trials.

Further, if we are required by applicable

regulatory authorities, including the FDA as well as the comparable regulatory agencies in other countries in which we may seek to market

product, to perform studies in addition to those we currently anticipate, our expenses will increase beyond expectations and the timing

of any potential product approval may be delayed.

As a result, we expect to continue to incur substantial losses and negative cash flow

for the foreseeable future.

A number of factors, including, but not limited

to the following, may affect our ability to develop our business and operate profitably:

our ability to obtain necessary funding to develop our proposed products;

the success of clinical trials for our products;

our ability to obtain FDA approval for us to market any proposed product in our pipeline in the United States;

any delays in regulatory review and approval of product in development;

if we obtain FDA approval to market our product, our ability to establish manufacturing and distribution operations or entering into manufacturing and distribution agreements with qualified third parties;

market acceptance of our products;

our ability to establish an effective sales and marketing infrastructure;

our ability to protect our intellectual property;

competition from existing products or new products that may emerge;

the ability to commercialize our products;

potential product liability claims and adverse events;

our ability to adequately support future growth;

our ability to attract and retain key personnel to manage our business effectively.

We are dependent on obtaining additional

financing to enable us to pay off debt and to resume our product development operations.

Our continued operations are substantially dependent

on our ability to obtain additional financing to pay off substantial debt incurred in our August 31, 2020 acquisition of Pocono Coated

Products, LLC and to provide us with the ability to resume product development operations and continue to finance our current operations

and generate growth in our revenues.

Our business is impacted by the following additional

Our business could be adversely affected by the effects of health pandemics or epidemics, including the recent outbreak of COVID-19, which was declared by the World Health Organization as a global pandemic, and is resulting in travel and other restrictions to reduce the spread of the disease, including state and local orders across the country, which, among other things, direct individuals to shelter at their places of residence, direct businesses and governmental agencies to cease non-essential operations at physical locations, prohibit certain non-essential gatherings, and order cessation of non-essential travel.

The effects of these orders, government-imposed quarantines and measures we would take, such as work-from-home policies, may negatively impact productivity, disrupt our business and could delay our clinical programs and timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on our ability to conduct our business in the ordinary course.

These and similar, and perhaps more severe, disruptions in our operations could negatively impact our business, operating results and financial condition.

Further, quarantines, shelter-in-place and similar government orders, or the perception that such orders, shutdowns or other restrictions on the conduct of business operations could occur, related to COVID-19 or other infectious diseases could impact personnel at third-party manufacturing facilities in the United States and other countries, or the availability or cost of materials, which could disrupt our supply chain.

The FDA regulatory process may take longer and be more expensive than we anticipate without any assurance that we will obtain FDA approval.

If we are not able to obtain FDA approval for our lead product, we may not have the resources to develop any other product, and we may not be able to continue in business.

We may not be able to launch any products for which we receive FDA marketing approval.

We may not be able to establish a distribution network for the marketing and sale of any products for which we receive FDA approval.

We may not be able to establish manufacturing facilities in compliance with FDA good manufacturing practices or to enter into manufacturing agreements for the manufacture of our products in an FDA approved manufacturing facility.

It may be necessary to us to enter into a joint venture or other strategic relationship in order to develop, perform clinical testing for, manufacture or market any of our proposed products.

We may not be able to enter into such a relationship, and any relationship may not be successful, and the other party may have business interests and priorities that are different from ours.

We are party to a settlement agreement with the SEC resulting from statements in our SEC filings that did not accurately reflect the FDA’s jurisdiction over our consumer products and did not disclose that we could not legally market these products in the United States.

The settlement included a cease-and-desist order against violating the provisions of the Securities Exchange Act which require us to file accurate registration statements and annual reports with the SEC.

Our failure to comply with our obligations under the settlement agreement could result in enforcement proceedings against us or our officers.

We may not be able to protect our rights in our intellectual property, and we may be subject to intellectual property litigation which would be expensive and disruptive of our operations even if we eventually prevail on the merits.

Unanticipated side effects or other adverse events resulting from the use of our product could require a recall of our products and, even if no recall is required, our reputation could be impaired by side effects.

We may not be able to evaluate potential acquisition candidates, with the result that we may not be able to benefit from the acquisition or integrate the acquired business with our business.

We have recently incurred an impairment charge as a result of an acquisition when the intellectual property assets of the acquired company were not as represented.

We cannot assure you that we will not incur similar or other problems with any future acquisitions.

We may fail to comply with all applicable laws and regulations relating to our product.

We may have to change or adapt our operations in the event of changes in national, regional and local government regulations, taxation, controls and political and economic developments that affect our products and the market for our products;

We may be unable to accurately estimate anticipated expenses, capital requirements and needs for additional financing;

to raise funds in a public or private financing or a joint venture, and, if we are unable to do so, we may cease operations.

we are an early-stage company with minimal revenue and a history of losses and we expect to continue to incur substantial losses for

the foreseeable future, we cannot assure you that we can or will be able to operate profitably.

did not generate any revenue prior to the quarter ended October 31, 2018 and since then, we have incurred losses as, 4P Therapeutics

generated only modest revenue from contract research and development services which are not related to our pharmaceutical transdermal

patch business.

Although we anticipate that, for the near term, we will continue to perform research and development services for third

parties, we do not expect to generate significant revenue from performing contract research and development services for our clients

and we have generated losses from operations from this business.

During the year ended January 31, 2021, we experienced a significant

decline in revenue from 4P Therapeutics’ largest customer.

We generated negative cash flow from operations for the years ended

January 31, 2021 and 2020.

We are subject to the risks common to start-up, pre-revenue enterprises, including, among other factors, undercapitalization,

cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues.

Drug development companies

typically incur substantial losses during the product development and FDA testing phase of the business and do not generate revenues

until after the drug has received FDA approval, which cannot be assured, and until the company has started to sell the product.

give no assurance that we can or will ever be successful in achieving profitability and the likelihood of our success must be considered

in light of our early stage of operations.

We cannot assure you that we will be able to operate profitably or generate positive cash

If we cannot achieve profitability, we may be forced to cease operations and you may suffer a total loss of your investment.

we do not have a product we can market in the United States, we cannot predict when or whether we will operate profitably.

have not completed the development of our lead product, which is our abuse deterrent fentanyl transdermal system, and we do not have

any product that we can market in the United States.

Because of the numerous risks and uncertainties associated with product development,

we cannot assure you that we will be able to develop and market any products or achieve or attain profitability.

If we are able to obtain

financing for our operations, we expect that we will incur substantial expenses as we continue with our product development and clinical

Further, if we are required by applicable regulatory authorities, including the FDA as well as the comparable regulatory agencies

in other countries in which we may seek to market product, to perform studies in addition to those we currently anticipate, our expenses

will increase beyond expectations and the timing of any potential product approval may be delayed.

As a result, we expect to continue

to incur substantial losses and negative cash flow for the foreseeable future.

number of factors, including, but not limited to the following, may affect our ability to develop our business and operate profitably:

ability to obtain necessary funding to develop our proposed products;

success of clinical trials for our products;

ability to obtain FDA approval for us to market any proposed product in our pipeline in the United States;

delays in regulatory review and approval of product in development;

we obtain FDA approval to market our product, our ability to establish manufacturing and distribution operations or entering into

manufacturing and distribution agreements with qualified third parties;

acceptance of our products;

ability to establish an effective sales and marketing infrastructure;

ability to protect our intellectual property;

from existing products or new products that may emerge;

ability to commercialize our products;

product liability claims and adverse events;

ability to adequately support future growth;

ability to attract and retain key personnel to manage our business effectively.

are dependent on obtaining additional financing to enable us to pay off debt and to resume our product development operations.

continued operations are substantially dependent on our ability to obtain additional financing to pay off substantial debt incurred in

our August 31, 2020 acquisition of Pocono Coated Products, LLC and to provide us with the ability to resume product development operations

and continue to finance our current operations and generate growth in our revenues.

business is impacted by the following additional key risks :

business could be adversely affected by the effects of health pandemics or epidemics, including the recent outbreak of COVID-19,

which was declared by the World Health Organization as a global pandemic, and is resulting in travel and other restrictions to reduce

the spread of the disease, including state and local orders across the country, which, among other things, direct individuals to

shelter at their places of residence, direct businesses and governmental agencies to cease non-essential operations at physical locations,

prohibit certain non-essential gatherings, and order cessation of non-essential travel.

The effects of these orders, government-imposed

quarantines and measures we would take, such as work-from-home policies, may negatively impact productivity, disrupt our business

and could delay our clinical programs and timelines, the magnitude of which will depend, in part, on the length and severity of the

restrictions and other limitations on our ability to conduct our business in the ordinary course.

These and similar, and perhaps

more severe, disruptions in our operations could negatively impact our business, operating results and financial condition.

Further, quarantines, shelter-in-place and similar government orders, or the perception that such orders, shutdowns or other restrictions

on the conduct of business operations could occur, related to COVID-19 or other infectious diseases could impact personnel at third-party

manufacturing facilities in the United States and other countries, or the availability or cost of materials, which could disrupt

our supply chain.

FDA regulatory process may take longer and be more expensive than we anticipate without any assurance that we will obtain FDA approval.

we are not able to obtain FDA approval for our lead product, we may not have the resources to develop any other product, and we may

not be able to continue in business.

may not be able to launch any products for which we receive FDA marketing approval.

may not be able to establish a distribution network for the marketing and sale of any products for which we receive FDA approval.

may not be able to establish manufacturing facilities in compliance with FDA good manufacturing practices or to enter into manufacturing

agreements for the manufacture of our products in an FDA approved manufacturing facility.

may be necessary to us to enter into a joint venture or other strategic relationship in order to develop, perform clinical testing

for, manufacture or market any of our proposed products.

We may not be able to enter into such a relationship, and any relationship

may not be successful, and the other party may have business interests and priorities that are different from ours.

are party to a settlement agreement with the SEC resulting from statements in our SEC filings that did not accurately reflect the

FDA’s jurisdiction over our consumer products and did not disclose that we could not legally market these products in the United

The settlement included a cease-and-desist order against violating the provisions of the Securities Exchange Act which require

us to file accurate registration statements and annual reports with the SEC.

Our failure to comply with our obligations under the

settlement agreement could result in enforcement proceedings against us or our officers.

may not be able to protect our rights in our intellectual property, and we may be subject to intellectual property litigation which

would be expensive and disruptive of our operations even if we eventually prevail on the merits.

Unanticipated

side effects or other adverse events resulting from the use of our product could require a recall of our products and, even if no

recall is required, our reputation could be impaired by side effects.

may not be able to evaluate potential acquisition candidates, with the result that we may not be able to benefit from the acquisition

or integrate the acquired business with our business.

We have recently incurred an impairment charge as a result of an acquisition

when the intellectual property assets of the acquired company were not as represented.

We cannot assure you that we will not incur

similar or other problems with any future acquisitions.

may fail to comply with all applicable laws and regulations relating to our product.

We may have to change or adapt our operations

in the event of changes in national, regional and local government regulations, taxation, controls and political and economic developments

that affect our products and the market for our products;

may be unable to accurately estimate anticipated expenses, capital requirements and needs for additional financing;

Section 302 Certificate of Chief Executive Officer.

Section 302 Certification of Chief Financial Officer

Section 906 Certificate of Chief Executive Officer and Principal Financial Officer.

Instance Document

Taxonomy Schema Document

Taxonomy Calculation Linkbase Document

Taxonomy Definition Linkbase Document

Taxonomy Label Linkbase Document

Taxonomy Presentation Linkbase Document

accordance with the requirements of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

Gareth Sheridan

Executive Officer

Executive Officer)

Gerald Goodman

Financial Officer

Financial and Accounting Officer)

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-Q

Item 1A. Risk Factors