Company Overview

We are a pre-clinical-stage, platform technology biopharmaceutical company which has developed proprietary innovative medicines in areas of significant unmet medical needs in oncology, with a current focus on colorectal cancer ("CRC"). Our drug candidate under development for colon cancer is RCC-33, a first-in-class therapy being developed primarily in two settings: one to reduce tumor cell activity in colon cancer patients as a standalone in neoadjuvant treatment or "window of opportunity" at the time after colonoscopy, prior to cancer staging; and another for patients with refractory to therapy and adjuvant to surgery also at the time after colonoscopy. The Company hopes to start first in human Phase I/II clinical trials in 2023. Neoadjuvant treatment is the administration of a therapy before the surgical treatment to improve patient outcome, and our business strategy is to advance our programs through clinical studies including with partners, and to opportunistically add programs in areas of high unmet medical needs through acquisition, collaboration, or internal development.





Results of Operations



For the Three Months Ended May 31st, 2022 and 2021





Operating Expenses


For the three months ended May 31st, 2022, our total operating expenses were $635,006 compared to $676,252 for the three months ended May 31, 2021, resulting in a decrease of $41,246. The decrease is attributable to a total increase of $260,535 in general administration, and sales and marketing expenses and a decrease of $301,781 in research and development expenses.

We realized financial loss of $46,646 for the three months ended May 31st, 2022, compared to incurring financial loss of $647,532 for the three months ended May 31, 2021. The decrease in financial expense was mainly attributable to a convertible loan valuation expense of $612,421. As a result, the net loss was $681,652 for the three months ended May 31st, 2022, compared to a net loss of $1,323,775 for the three months ended May 31, 2021.





Net Loss


Net loss was $681,652 compared to net loss $1,323,775 for the three months ended May 31st, 2022, for the reasons noted supra.

For the nine Months Ended May 31st, 2022 and 2021





Operating Expenses


For the nine months ended May 31st, 2022, our total operating expenses were $2,475,617 compared to $2,003,853 for the nine months ended May 31, 2021, resulting in an increase of $471,764. The increase is attributable to a total increase of $752,613 in general administration, and sales and marketing expenses mostly due to share based payment of $ 635,587 and partially offset by an decrease of $280,848 in research and development expenses.

We realized financial loss of $767,926 for the nine months ended May 31st, 2022, compared to financial loss of $705,412 for the nine months ended May 31, 2021. The increase in financial expense was mainly attributable to exchange differences in total of $48,484 and a convertible loan valuation expenses of $718,392, As a result, the net loss was $3,243,543 for the nine months ended May 31st, 2022, compared to a net loss of $2,513,297 for the three months ended May 31, 2021.





Net loss



Net loss was $3,243,543 compared to net income of $2,513,297 for the nine months ended May 31st, 2022 and May 31, 2021, for the reasons explained supra.









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Other comprehensive profit


We incurred another comprehensive gain of $605,740 for the nine months ended May 31st, 2022. The gain was mainly attributable to a valuation of a financial asset, consisting of the Company's shares held in Sativus, in the total amount of $239,478 As a result; the total comprehensive gain was $3,849,283 for the nine months ended May 31st, 2022.

Liquidity and Capital Resources





Overview


As of May 31st, 2022, we had $96,277 in cash compared to $1,968,291 on August 31, 2021. We expect to incur a minimum of $1,000,000 in expenses during the next twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees, research and development expenses, and fees payable to outside medical centers for clinical studies.

Liquidity and Capital Resources during the nine Months Ended May 31st, 2022 compared to the nine Months Ended May 31, 2021

We used cash in operations of $1,529,683 for the nine months ended May 31st, 2022 compared to cash used in operations of $1,911,094 for the nine months ended May 31, 2021. The negative cash flow from operating activities for the nine months ended May 31st, 2022 is primarily attributable to the Company's net loss from operations of $3,243,543, offset by depreciation of $151,239, an increase in accounts payables and accrued liabilities of $142,082, a decrease of $66,560 in account receivables and prepaid expenses, convertible loan valuation of $718,392, and share based payment in a total of $635,587.

We had cash used from investing activities of $513 during the nine months ended May 31st, 2022, compared to cash flow from investing activities of $645,968 for the nine months ended May 31, 2021. The cash flow from investing activities is due to the Company's Realization of Wize Pharma Inc shares of $645,968 and its purchase of fixed assets in the aggregate amount of $943.

We had cash flow from financing activities of $240,000 during the nine months ended May 31st, 2022, compared to $2,456,750 for the nine months ended May 31, 2021. The reason for the increase in cash flow from financing activities is due to the Company's issuance of a convertible loan.

We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders, issue equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.





Going Concern


Due to the uncertainty of our ability to meet our current operating and capital expenses, our independent auditors included an explanatory paragraph in their report on the audited financial statements for the year ended August 31, 2021 regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Our unaudited financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our unaudited financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.











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There is no assurance that our operations will be profitable. Our continued existence and plans for future growth depend on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.





Critical Accounting Policies


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 2, "Summary of Significant Accounting Policies" in our audited consolidated financial statements for the year ended August 31, 2021, included in our Annual Report on Form 10-K as filed on November 4th, 2021, for a discussion of our critical accounting policies and estimates.

















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