What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-09-08 compared with 2022-05-31 · 120 added, 103 removed, 231 unchanged (49% of the section changed)

96 unchanged sentences

However, the total cost could be substantially in excess of that amount.

On March 25, 2020, we completed a private placement

of 46,828 units at a price of $11 per unit.

Each unit consisted of one share of common stock and a warrant to purchase one share of common

stock at an exercise price of $14 per share.

The warrants expire April 30, 2023.

We issued a total of 46,828 shares of common stock and

warrants to purchase 46,828 shares of common stock.

We received proceeds of $515,113.

On March 25, 2020, w e paid off the convertible

notes in the principal amount of $270,000 from the proceeds of the private placement.

The total payments, including the prepayment penalty

and accrued interest, was $345,656.

The payment was made from the proceeds of the private placement.

As a result of the payment of the

notes, the derivative liability, which was $928,774 at July 31, 2020, was reduced to zero.

As a result of a completed private placement,

the warrants to purchase 50,000 shares at the lesser of (i) $20.90 or, (ii) if the Company completes its public offering of its common

stock, 110% of the initial public offering price of the Common Stock in the public offering, became a warrant to purchase 95,000 warrants

at $11 per share, subject to adjustment pursuant to the antidilution provisions of the warrant.

The Company recorded a derivative liability

for the warrants in the amount of $906,678 and reclassed the derivative liability to additional paid-in capital as of January 31, 2021.

In March 2020, a minority stockholder who had

previously made loans to us in the total amount of $215,00, made an additional loan to us in the amount of $60,000, increasing the total

loans from the stockholder to $275,000.

On March 27, 2020, we issued 25,000 shares of common stock upon conversion of the notes.

Pursuant to a Stock Purchase Agreement (“SPA”),

dated December 7, 2020, with the Company, BPM Inno Ltd., Kiryat, Israel, purchased 81,396 shares of common stock at a price of $8.60 per

share, or $700,000, which provided payment for the RamBam license.

The transaction was completed at a closing on February 26, 2021.

On August 31, 2020, the Company entered into a

9 unchanged sentences

Subsequent to the repayment of the note, the Shares were released

On October 5, 2021, the Company, having been approved

for the listing of its common stock on The Nasdaq Capital Market effective October 1, 2021, consummated a public offering (the “IPO”)

of units (the “Units”), of common stock and warrants that were offered in the IPO on The Nasdaq Capital Market, which included

1,056,000 (each a “Unit”), each Unit consisting of one share of common stock, par value $0.001 per share, and one warrant

(each a “Warrant”) at a price of $6.25 per Unit.

Each Warrant is immediately exercisable, will entitle the holder to purchase

one share of common stock at an exercise price of $7.50 and will expire five (5) years from the date of issuance.

The underwriters’

over-allotment option was exercised for 158,400 warrants to purchase shares of common stock bringing to total net proceeds to the Company

from the IPO to $5,836,230.

On October 5, 2021, the Company, having been approved for the listing

of its common stock on The Nasdaq Capital Market effective October 1, 2021, consummated a public offering (the “IPO”) of units

(the “Units”), of common stock and warrants that were offered in the IPO on The Nasdaq Capital Market, which included 1,231,200

(each a “Unit”), each Unit consisting of one share of common stock, par value $0.001 per share, and one warrant (each a “Warrant”)

at a price of $5.36 per Unit.

Each Warrant is immediately exercisable, will entitle the holder to purchase one share of common stock at

an exercise price of $6.43 and will expire five (5) years from the date of issuance.

The underwriters’ over-allotment option was

exercised for 184,800 warrants to purchase shares of common stock bringing to total net proceeds to the Company from the IPO to $5,836,230.

The shares of common stock and Warrants are separately transferred immediately upon issuance.

30, 2022, 392,396 Warrants issued in the IPO have been exercised, with net proceeds to the Company of $2,942,970.

As of_July 31, 2022, 457,795 Warrants issued

in the IPO have been exercised, with net proceeds to the Company of $2,942,970.

On November 1, 2021, The Board of Directors adopted

7 unchanged sentences

the Company at a price of $4.16 ($4.58 per share for two of the officers as required by IRS rules).

The Company received a favorable verdict on July

13, 2022 from the Circuit Court, Orange County, Florida, providing for rescission of the Company’s 2017 acquisition of Advanced

Health Brands and recovery by the Company of the 1,400,000 shares(adjusted for a 1-for-4 reverse stock split effective June 23, 2019 and

the 7-for-six forward stock split effective August 15, 2022) of common stock issued in the acquisition, effectively allowing the Company

on July 25, 2022 to cancel 1.4M shares of common stock held by the defendants.

Forward Split of our Common Stock.

On July 26, 2022, our Board of Directors approved

the amendment to our Articles of Incorporation to effect a 7 for 6 forward stock split (the “Stock Split”) of our outstanding

common stock We filed the amendment set forth in a Certificate of Change with the Secretary of State of Nevada on August 4, 2022.

7:6 forward split was effective for trading purposes on the Nasdaq Capital Market on August 12, 2022.

Each shareholder of record as of

the August 15, 2022 record date received one (1) additional share of common stock for each six (6) shares held as of the record date.

No fractional shares of common stock were issued in connection with the Stock Split.

Instead, all shares were rounded up to the next whole

In connection with the Stock Split, which did not require shareholder approval under the Nevada corporation law, the number of

authorized shares of common stock of the Company was increased in the same ratio as the shares of outstanding common stock were increased

in the Stock Split, from 250,000,000 authorized shares to 291, 666,666 authorized shares.

Results of Operations

Three Months Ended April 30, 2022 and 2021

For the three months ended April 30, 2022, we

generated revenue of $477,922 and our costs of revenue were $277,436, resulting in a gross margin of $200,486.

For the three months ended

April 30, 2021, we generated revenue of $433,488 and our costs of revenue were $195,610, resulting in a gross margin of $237,878.

revenue for April 30, 2022 was derived from sales of $401,990 from our Pocono Pharmaceutical segment and $75,992 from contract services

from our 4P Therapeutics segment.

The increase in revenue from the Pocono Pharmaceutical segment is primarily due to an increase in demand

which has continued in the subsequent quarter.

Since we do not have the funds for development of our lead product, the 4P Therapeutics

fixed costs are allocated to the contract services that we perform for clients.

Our cost of revenue for our contract research and development

services represents our labor cost plus a modest amount of material costs which we passed on to the client.

The Company moved from the

4P facilities, and many of the prior costs relating to the facility were not incurred.

For the three months ended April 30, 2022, our

Three Months Ended July 31, 2022 and 2021

For the three months ended July 31, 2022, we generated

revenue of $ 456,149 and our costs of revenue were $304,353 resulting in a gross margin of $151,796.

For the three months ended July 31,

2021, we generated revenue of $213,739 and our costs of revenue were $214,455, resulting in a gross loss of $716.

Our revenue for July

31, 2022 was derived from sales of $ 394,904 from our Pocono Pharmaceutical segment and $61,245 from contract services from our 4P Therapeutics

The increase in revenue from the Pocono Pharmaceutical segment is primarily due to an increase in demand which has continued

in the subsequent quarter.

Since we do not have the funds for development of our lead product, the 4P Therapeutics fixed costs are allocated

to the contract services that we perform for clients.

Our cost of revenue for our contract research and development services represents

our labor cost plus a modest amount of material costs which we passed on to the client.

The Company moved from the 4P facilities, and

many of the prior costs relating to the facility were not incurred.

For the three months ended July 31, 2022, our

selling, general and administrative expenses were $908,173 primarily legal, accounting and administrative salaries compared to $509,219

for the three months ended April 30, 2021.The increase from 2021 is primarily attributable to increases in administrative salaries of

for the three months ended July 31, 2021.The increase from 2021 is primarily attributable to increases in administrative salaries of $162,501and

other overhead costs including professional fees and travel.

During the three months ended July 31, 2022, the

Company incurred research and development expenses of its Aversa product of $ 277,869, primarily of salaries and development costs from

We incurred interest expense of $ 4,429 for the

three months ended July 31, 2022, as compared to $41,019 for the three months ended July 31, 2021.

Interest expense for 2021 was primarily

attributable to the amortization of debt discounts.

As a result of the foregoing, we sustained a net

loss of $1,038,675 or $(0.12) per share (basic and diluted) for the three months ended July 31, 2022, compared with a loss of $519,923,

or $(0.08) per share (basic and diluted) for the three months ended July 31, 2021.

Six Months Ended July 31, 2022 and 2021

For the six months ended July 31, 2022, we generated revenue of $934,071and

our costs of revenue were $581,789 resulting in a gross margin of $352,282.

For the six months ended July 31, 2021, we generated revenue

of $647,227and our costs of revenue were $409,606, resulting in a gross margin of $237,621.

Our revenue for the six months ended July

31, 2022 was derived from sales of $796,894 from our Pocono Pharmaceutical segment and $137,177from contract services from our 4P Therapeutics

The increase in revenue from the Pocono Pharmaceutical segment is primarily due to an increase in demand which has continued

in the subsequent quarter.

Since we do not have the funds for development of our lead product, the 4P Therapeutics’ fixed costs

are allocated to the contract services that we perform for clients.

Our cost of revenue for our contract research and development services

represents our labor cost plus a modest amount of material costs which we passed on to the client.

The Company moved from the 4P facilities,

and many of the prior costs relating to the facility were not incurred.

For the six months ended July 31, 2022, our selling,

general and administrative expenses were $1,676,724 primarily legal, accounting and administrative salaries compared to $1,088,827 for

the six months ended July 31, 2021.The increase from 2021 is primarily attributable to increases in administrative salaries of $310,467

and other overhead costs including professional fees and travel.

During the three months ended April 30, 2022,

the Company incurred research and development expenses of its Aversa product of $117,814, primarily of salaries and development costs

from Kindeva.

During the six months ended July 31, 2022, the

Company incurred research and development expenses of its Aversa product of $ 395,683, primarily of salaries and development costs from

We incurred interest expense of $8,539 for the

three months ended April 30, 2022, as compared to $40,869 for the three months ended April 30, 2021.

six months ended July 31, 2022, as compared to $81,888 for the six months ended July 31, 2021.

Interest expense for 2021 was primarily

1 unchanged sentence

As a result of the foregoing, we sustained a net

loss of $689,989 or $(0.09) per share (basic and diluted) for the three months ended April 30, 2022, compared with a loss of $315,957,

or $(0.05) per share (basic and diluted) for the three months ended April 30, 2021.

loss of $ 1,728,664 or $(0.20) per share (basic and diluted) for the six months ended July 31, 2022, compared with a loss of $835,880,

or $(0.11) per share (basic and diluted) for the six months ended July 31, 2021.

Liquidity and Capital Resources

As of April 30, 2022, we had $4,010,644 in cash

As of July 31, 2022, we had $3,344,558 in cash

and cash equivalents and working capital of $3,310,032, as compared with cash and cash equivalents of $4,891,868 and working capital of

2 unchanged sentences

exercise of warrants and the sale of common stock during the year ended January 31, 2022.

For the three months ended April 30, 2022, we used cash of $744,257

in our operations.

The principal adjustments to our net loss of $689,989 were depreciation and amortization of $77,475, offset by changes

in operating assets and liabilities of $146,728.

For the three months ended April 30, 2022, we

used cash in investing activities of $43,803 primarily for the purchase of equipment.

For the three months ended April 30, 2022, we

used cash in financing activities of $93,164 primarily from the purchase of treasury stock of $89,196.

For the Six months ended July 31, 2022, we used

cash of $1,652,750 in our operations.

The principal adjustments to our net loss of $1,728,664 were depreciation and amortization of $156,146

and common stock issued from services of $93,1000.

For the Six months ended July 31, 2022, we used

cash in investing activities of $68,009 primarily for the purchase of equipment.

For the Six months ended July 31, 2022, we provided

cash in financing activities of $173,449 primarily from the proceeds of $296,875 from the exercise of warrants, offset from the purchase

of treasury stock of $116,766.

Off Balance Sheet Arrangements

5 unchanged sentences

Management assesses liquidity and going concern

uncertainty in the Company’s condensed consolidated financial statements to determine whether there is sufficient cash on hand

and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated

financial statements are issued or available to be issued, which is referred to as the “look-forward period”, as defined

As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider

various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected

cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital,

if necessary, among other factors.

Based on this assessment, as necessary or applicable, management makes certain assumptions around

implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations

can be achieved and management has the proper authority to execute them within the look-forward period.

As of April 30, 2022, we had cash

and cash equivalents of $4,010,644 and working capital of $3,918,885.

For the three months ended April 30, 2022, the Company incurred

an operating loss of $689,989 and used cash flow from operations of $744,257.

The Company has generated operating losses since its inception

and has relied on sales of securities and issuance of third-party and related party debt to support cash flow from operations.

2021, the Company consummated a public offering and received net proceeds of $5,836,230.

The Company also received $2,942,970 proceeds

from the exercise of warrants.

Management has prepared estimates of operations for fiscal year 2022 and 2023 believes that sufficient funds will

be generated from operations to fund its operations for one year from the date of the filing of these condensed consolidated financial

statements, which indicates improved operations and the Company’s ability to continue operations as a going concern.

of COVID-19 on the Company’s business has been considered in these assumptions;

however, it is too early to know the full impact

of COVD-19 or its timing on a return to more normal operations.

believes the substantial doubt about the ability of the Company to continue as a going concern is alleviated by the above assessment.

uncertainty in the Company’s condensed financial statements to determine whether there is sufficient cash on hand and working capital,

including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements

are issued or available to be issued, which is referred to as the “look-forward period”, as defined in GAAP.

As part of this

assessment, based on conditions that are known and reasonably knowable to management, management will consider various scenarios, forecasts,

projections, estimates and will make certain key assumptions, including timing and nature of projected cash expenditures or programs,

its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors.

Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing curtailments or delays

in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management

has the proper authority to execute them within the look-forward period.

As of July 31, 2022, we had cash and cash equivalents

of $3,344,558 and working capital of $3,310,032.

For the six months ended July 31, 2022, the Company incurred an operating loss of $1,720,125

and use cash flow from operations of $1,652,750.

The Company has generated operating losses since its inception and has relied on sales

of securities and issuance of third-party and related-party debt to support cash flow from operations.

In October 2021, the Company consummated

a public offering and received net proceeds of $5,836, 230.

The Company also received to date $3,239,845proceeds from the exercise of

Management has prepared estimates of operations

for fiscal year 2022 and 2023 believes that sufficient funds will be generated from operations to fund its operations for one year from

the date of the filing of these condensed consolidated financial statements, which indicates improved operations and the Company’s

ability to continue operations as a going concern.

The impact of COVID-19 on the Company’s business has been considered in these

however, it is too early to know the full impact of COVID-19 or its timing on a return to normal operations.

Management believes the substantial doubt about

the ability of the Company to continue as a going concern is alleviated by the above assessment.

Use of Estimates

30 unchanged sentences

of customer accounts where appropriate and the application of historical loss to non-applicable accounts.

For the three months ended April

For the Six months ended July

31, 2022 and 2021, the Company recorded no bad debt expense for doubtful accounts related to account receivable.

5 unchanged sentences

is comprised of material costs, direct labor costs and other direct costs and related production overheads (based on normal operating

As of April 30, 2022 and January 31, 2022, 100% of the inventory consists of raw materials.

As of July 31, 2022 and January 31, 2022, 100% of the inventory consists of raw materials.

Intangible Assets

19 unchanged sentences

reducing the Active Intelligence LLC Goodwill to $3,629,813.

As of April 30, 2022 and January 31, 2022, Goodwill amounted to $5,349,039.

As of July 31, 2022 and January 31, 2022, Goodwill amounted to $5,349,039.

Long-lived Assets

14 unchanged sentences

options and common stock purchase warrants.

As of April 30, 2022, and 2021, there were 1,394,032 and 141,830 common stock equivalents

outstanding, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive.

As of July 31, 2022, and 2021, there were 1,570,955 and 165,468 common stock equivalents outstanding,

that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive.

Stock-Based Compensation

17 unchanged sentences

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 2. Management’s Discussion and Analysis