The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and other financial information included elsewhere herein. This information should also be read in conjunction with our audited historical consolidated financial statements which are included in our Form 10-K for the fiscal year ended December 31, 2021 ("Form 10-K"). The discussion contains forward-looking statements, such as our plans, expectations and intentions (including those related to clinical trials and business and expense trends), that are based upon current expectations and that involve risks and uncertainties. Our actual results may differ significantly from management's expectations. The factors that could affect these forward-looking statements are discussed in the Risk Factors included in our Form 10-K. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any expectations expressed herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best assessment by our management.

Business Overview

We are a clinical stage biotechnology company devoted to discovering and developing innovative therapies using human parthenogenetic stem cells to treat severe diseases of the central nervous system, joints and liver. Our lead product candidate, ISC-hpNSC is designed to treat Parkinson's Disease, traumatic brain injury and ischemic stroke. ISC-hpNSC-based therapy is in phase I clinical trials for Parkinson's disease, while therapies for traumatic brain injury and ischemic stroke are in preclinical stages. We have additional product candidates in development for osteoarthritis and metabolic liver diseases. We currently intend to commercialize our products directly or through collaborations. None of our product candidates have been approved for sale in the United States or elsewhere.

Our products are based on multi-decade experience with human cell culture and a proprietary type of pluripotent stem cells, human parthenogenetic stem cells ("hpSCs"). Our hpSCs are comparable to human embryonic stem cells ("hESCs") in that they have the potential to be differentiated into many different cells in the human body. However, the derivation of hpSCs does not require the use of fertilized eggs or the destruction of viable human embryos and also offers the potential for the creation of immune-matched cells and tissues that are less likely to be rejected following transplantation. Our collection of hpSCs, known as UniStemCell™, currently consists of 15 stem cell lines. We have facilities and manufacturing protocols that comply with the requirements of Good Manufacturing Practice (GMP) standards as promulgated by the U.S. Code of Federal Regulations and enforced by the United States Food and Drug Administration ("FDA").

We have generated aggregate product sales revenues from our Biomedical and Anti-aging commercial businesses of $2.0 million and $1.7 million for the three months ended March 31, 2022 and 2021, respectively. We currently have no revenue generated from our principal operations in the therapeutic market and we do not expect to generate any revenue in this market unless and until we successfully complete clinical product development and obtain regulatory approval for our product candidates.



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COVID-19 Pandemic The impact of the COVID-19 pandemic has been and will likely continue to be extensive in many aspects of society, which has resulted in and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world. Impacts to our business have included reduced occupancy of portions of our manufacturing facilities, and disruptions or restrictions on our employee's ability to travel to such manufacturing facilities which caused minor delays in manufacturing. Our manufacturing facilities continue to operate as they are deemed essential suppliers in accordance with laws applicable to California and Maryland. We have taken precautionary measures to better ensure the health and safety of our workers, including staggering employees' shifts and isolating at-risk employees. The scope and duration of these delays and disruptions, and the ultimate impacts of COVID-19 on our operations, are currently unknown. We are continuing to actively monitor the situation and may take further precautionary and preemptive actions as may be required by federal, state or local authorities or that we determine are in the best interests of public health and safety. We cannot predict the effects that such actions, or the impact of COVID-19 on global business operations and economic conditions, may continue to have on our business, strategy, collaborations, or financial and operating results. Market Opportunity and Growth Strategy

Therapeutic Market - Clinical Applications of hpSCs for Disease Treatments

With respect to therapeutic research and product candidates, we focus on applications where cell and tissue therapy is already proven but where there is an insufficient supply of safe and functional cells or tissue. We believe that the most promising potential clinical applications of our technology are Parkinson's disease ("PD") traumatic brain injury ("TBI") and stroke. Using our proprietary technologies and know-how, we are creating neural stem cells from hpSCs as a potential treatment of PD, TBI and stroke.

Our most advanced project is the neural stem cell program for the treatment of Parkinson's disease. In 2013 we published in Nature Scientific Reports the basis for our patent on a new method of manufacturing neural stem cells which is used to produce the clinical-grade cells necessary for future clinical studies and commercialization. In 2014 we completed the majority of the preclinical research establishing the safety profile of NSC in various animal species including non-human primates. In June 2016 we published the results of a 12-month pre-clinical non-human primate study, which demonstrated the safety, efficacy and mechanism of action of the ISC- hpNSC®. In 2017 we dosed four patients in our Phase I trial of ISC-hpNSC®, human parthenogenetic stem cell-derived neural stem cells for the treatment of Parkinson's disease. We reported 12-month results from the first cohort and 6-month interim results of the second cohort at the Society for Neuroscience annual meeting (Neuroscience 2018) in November 2018. In April 2019, we announced the completion of subject enrollment, with the 12th subject receiving a transplantation of the highest dose of cells. There have been no safety signals or serious adverse effects seen to date as related to the transplanted ISC-hpNSC® cells.

We announced successful completion of the dose escalating phase 1 clinical trial in June 2021. In terms of preliminary efficacy, where scores are compared against baseline before transplantation, we observed a potential dose-dependent response, with an apparent peak effectiveness at our middle dose. The % OFF-Time, which is the time during the day when levodopa medication is not performing optimally and PD symptoms return, decreases an average 47% from the baseline at 12 months post transplantation in cohort 2. This trend continued through 24 months where the % OFF-Time in the second cohort dropped by 55% from the initial reading. The same was true for % ON-Time without dyskinesia, which is the time during the day when levodopa medication is performing optimally without dyskinesia. The % ON-Time increased an average of 42% above the initial evaluation at 12 months post-transplantation in the second cohort.

In August 2014 we announced the launch of a stroke program, evaluating the use of ISC-hpNSC® transplantation for the treatment of ischemic stroke using a rodent model of the disease. The Company has a considerable amount of safety data on ISC-hpNSC® from the Parkinson's disease program and, as there is evidence that transplantation of ISC-hpNSC® may improve patient outcomes as an adjunctive therapeutic strategy in stroke, having a second program that can use this safety dataset is therefore a logical extension. In 2015 the Company together with Tulane University demonstrated that NSC can significantly reduce neurological dysfunction after a stroke in animal models.

In October 2016 we announced the results of the pre-clinical rodent study, evaluating the use of ISC-hpNSC® transplantation for the treatment of TBI. The study was conducted at the University of South Florida Morsani College of Medicine. We demonstrated that animals receiving injections of ISC-hpNSC® displayed the highest levels of improvements in cognitive performance and motor coordination compared to vehicle control treated animals. In February 2019, we published the results of the pre-clinical study in Theranostics, a prestigious peer-reviewed medical journal. The publication titled, "Human parthenogenetic neural stem cell grafts promote multiple regenerative processes in a traumatic brain injury model," demonstrated that the clinical-grade neural stem cells used



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in our Parkinson's disease clinical trial, ISC-hpNSC®, significantly improved TBI-associated motor, neurological, and cognitive deficits without any safety issues.

Anti-Aging Cosmetic Market - Skin Care Products

Our wholly-owned subsidiary LSC develops, manufactures and sells anti-aging skin care products based on two core technologies: encapsulated extract derived from hpSC and specially selected targeted small molecules. LSC's products include:

ProPlus Advanced Defense ComplexProPlus Advanced Recovery ComplexProPlus Eye Firming ComplexProPlus Neck Firming Complex


  • ProPlus Advanced Aquoues Treatment


  • ProPlus Collagen Booster (Advanced Molecular Serum)


  • ProPlus Elastin Booster


  • ProPlus Brightening Toner

LSC's products are regulated as cosmetics. LSC's products are sold domestically through a branded website, Amazon, and ecommerce partners.

Biomedical Market - Primary Human Cell Research Products

Our wholly-owned subsidiary LCT develops, manufactures and commercializes approximately 200 human cell culture products, including frozen human "primary" cells and the reagents (called "media") needed to grow, maintain and differentiate the cells. LCT's scientists have used a standardized, methodical, scientific approach to basal medium optimization to systematically produce optimized products designed to culture specific human cell types and to elicit specific cellular behaviors. These techniques can also be used to produce products that do not contain non-human animal proteins, a feature desirable to the research and therapeutic markets. Each LCT cell product is quality tested for the expression of specific markers (to assure the cells are the correct type), proliferation rate, viability, morphology and absence of pathogens. Each cell system also contains associated donor information and all informed consent requirements are strictly followed. LCT's research products are marketed and sold by its internal sales force, OEM partners and LCT brand distributors in Europe and Asia.

Results of Operations

Comparison of the Three Months Ended March 31, 2022 and 2021

The following table summarizes our results of operations for the three months ended March 31, 2022 and 2021:



                                        Three Months Ended March 31,
                                2022        2021        $ Change      % Change
                                            (dollar in thousands)
Product sales, net            $  2,020     $ 1,658     $      362            22 %
Cost of sales                      725         615            110            18 %
As a % of revenues                  36 %        37 %
Research and development           137         215            (78 )         -36 %
Selling and marketing              301         347            (46 )         -13 %
General and administrative         832       1,048           (216 )         -21 %
Other expense - related party      (34 )       (32 )           (2 )           6 %
Net loss                      $     (9 )   $  (599 )   $      590           -98 %
As a % of revenues                   0 %       -36 %


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Product Sales, net

Product sales revenue for the three months ended March 31, 2022 was $2.0 million, compared to $1.7 million for the three months ended March 31, 2021. The increase of $362 thousand, or 22%, was primarily attributable to an increase of $343 thousand in product sales in our biomedical segment for the three months ended March 31, 2022 as compared to 2021. This increase in sales is primarily due to the restrictions of COVID easing and therefore allowing for a general return to the types of research that these products are used in.

Cost of Sales

Cost of sales for the three months ended March 31, 2022 was $725 thousand, compared to $615 thousand for the three months ended March 31, 2021. The increase of $110 thousand, or 18%, was primarily attributable to a $163 thousand increase in costs as a result of an increase in product sales, a $47 thousand increase for inventory purchases, offset by an approximately $100 thousand decrease in unfavorable manufacturing variances and absorption due to increased customer demand for the three months ended March 31, 2022 as compared to 2021. Profit margins have deteriorated slightly for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021. This is largely as a result of rising raw materials and labor related costs as well as scarcity of certain materials, principally plastics. In response to this we increased our supply of raw materials on hand and have, where possible, sourced materials from alternative vendors.

Cost of sales consists primarily of salaries and benefits associated with employee efforts expended directly on the production of the Company's products, as well as related direct materials, general laboratory supplies and an allocation of overhead. We aim to continue refining our manufacturing processes and supply chain management to improve the cost of sales as a percentage of revenue for both LCT and LSC.

Research and Development Expenses

Research and development expenses for the three months ended March 31, 2022 was $137 thousand, compared to $215 thousand for the three months ended March 31, 2021. The decrease of $78 thousand, or 36%, was primarily attributable to a $34 thousand decrease in personnel-related costs and stock-based compensation as a result of a decrease in headcount with the remaining decrease pertaining to decreases in material and supplies as well as facilities related expenses.

Selling and Marketing Expenses

Selling and marketing expenses for the three months ended March 31, 2022 was $301 thousand, compared to $347 thousand for the three months ended March 31, 2021. The decrease of $46 thousand, or 13%, was primarily attributable to a $44 thousand decrease in personnel-related costs, including temporary services, sales commissions and stock-based compensation primarily as a result of headcount reductions.

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2022 was $832 thousand, compared to $1.0 million for the three months ended March 31, 2021. The decrease of $216 thousand, or 21%, was primarily attributable to a decrease in personnel-related costs and stock-based compensation of $177 thousand, a $30 thousand decrease in building related expenses, with the remaining decrease primarily due to a decrease in public relations and insurance expense.

Liquidity and Capital Resources

The Company enters into contracts in the normal course of business with various third-party consultants and contract research organizations ("CRO") for preclinical research, clinical trials and manufacturing activities. These contracts generally provide for termination upon notice. Actual expenses associated with these arrangements may be higher or lower due to various reasons, including but not limited to, progress of our development products, enrollment in clinical trials, and product and personnel delays due to COVID. Other short-term and long terms commitments that would affect liquidity include lease obligations as well as related party debt repayments.

As of March 31, 2022, we had an accumulated deficit of approximately $110.0 million and have, on an annual basis, incurred net losses and negative operating cash flows since inception. Substantially all of our operating losses have resulted from the funding of our research and development programs and general and administrative expenses associated with our operations. We incurred net losses of $9 thousand and $599 thousand for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022,



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we had cash of approximately $398 thousand, compared to $171 thousand as of December 31, 2021. Our primary use of cash is to continue to fund our research and development programs while maintaining and growing our revenue generating businesses.

Licensed patents

The Company has a minimum annual license fee of $75 thousand payable in two installments per year to Astellas Pharma pursuant to the amended UMass IP license agreement. The license agreement with Astellas Pharma may be terminated by the Company at any time with a 30-day notice. We do not anticipate any short-term liquidity effect from this obligation.

Cash Flows

Comparison of the Three Months Ended March 31, 2022 and 2021

The following table provides information regarding our cash flows for the three months ended March 31, 2022 and 2021 (in thousands):



                                              Three Months Ended March 31,
                                              2022                  2021

Net cash used in operating activities $ (23 ) $ (394 ) Net cash used in investing activities

                -                      (2 )
Net cash provided by financing activities          250                     824
Net increase in cash                      $        227         $           428


Operating Cash Flows

For the three months ended March 31, 2022, net cash used in operating activities was $23 thousand, resulting primarily from our net loss of $9 thousand and net changes in operating assets and liabilities of $226 thousand, consisting primarily of increases in accounts receivable of $58 thousand, inventory, net of $156 thousand, prepaid expenses and other current assets of $203 thousand and a decrease in the operating lease liability of $37 thousand. These are offset partially by increases in accounts payable, accrued liabilities and deposits of $228 thousand. These net decreases were partially offset by net non-cash adjustments of $212 thousand consisting primarily of stock-based compensations expense of $91 thousand, operating lease expense of $33 thousand and depreciation and amortization of $56 thousand.

For the three months ended March 31, 2021, net cash used in operating activities was $394 thousand, resulting primarily from our net loss of $599 thousand and net changes in operating assets and liabilities of $191 thousand, partially offset by non-cash adjustments of stock-based compensation expense of $234 thousand, operating lease expense of $69 thousand, and depreciation and amortization of $66 thousand.

Investing Cash Flows

Net cash used in investing activities for the three months ended March 31, 2022 was $0, compared to $2 thousand for the three months ended March 31, 2021. The decrease was attributable to a decrease in payments for patent licenses year-over-year.

Financing Cash Flows

Net cash provided by financing activities for the three months ended March 31, 2022 was $250 thousand, compared to $824 thousand for the three months ended March 31, 2021. The decrease was attributable to proceeds from a note payable from a related party of $250 thousand in the current year, compared to proceeds of $474 thousand from our Second Draw Loan under the Paycheck Protection Program and proceeds from a note payable from a related party of $350 thousand in the prior year.



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Funding Requirements

Management continues to evaluate various financing sources and options to raise working capital to help fund our current research and development programs and operations. We will need to obtain significant additional capital from equity and/or debt financings, license arrangements, grants and/or collaborative research arrangements to sustain our operations and develop products. Unless we obtain additional financing, we do not have sufficient cash on hand to sustain our operations at least through one year after the issuance date. The timing and degree of any future capital requirements will depend on many factors, including:


  • the accuracy of the assumptions underlying our estimates for capital needs;


   •  the extent that revenues from sales of LSC and LCT products cover the
      related costs and provide capital;


  • scientific progress in our research and development programs;


   •  the magnitude and scope of our research and development programs and our
      ability to establish, enforce and maintain strategic arrangements for
      research, development, clinical testing, manufacturing and marketing;


  • our progress with preclinical development and clinical trials;


   •  the extent to which third party interest in Company's research and
      commercial products can be realized through effective partnerships;


  • the time and costs involved in obtaining regulatory approvals;


   •  the costs involved in preparing, filing, prosecuting, maintaining, defending
      and enforcing patent claims;


  • the number and type of product candidates that we pursue; and


   •  the development of major public health concerns, including COVID-19 or other
      pandemics arising globally, and the current and future impact that such
      concerns may have on our operations and funding requirements.

Our failure to raise capital or enter into applicable arrangements when needed would have a negative impact on our financial condition. Additional debt financing may be expensive and require us to pledge all or a substantial portion of its assets. Further, if additional funds are obtained through arrangements with collaborative partners, these arrangements may require us to relinquish rights to some of its technologies, product candidates or products that we would otherwise seek to develop and commercialize on its own. If sufficient capital is not available, we may be required to delay, reduce the scope of or eliminate one or more of its product initiatives.

We currently have no revenue generated from our principal operations in therapeutic and clinical product development through research and development efforts. There can be no assurance that we will be successful in maintaining our normal operating cash flow and obtaining additional funds and that the timing of our capital raising or future financing will result in cash flow sufficient to sustain our operations at least through one year after the issuance date.

Based on the factors above, there is substantial doubt about our ability to continue as a going concern. The consolidated financial statements were prepared assuming that we will continue to operate as a going concern. The consolidated financial statements 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. Management's plans in regard to these matters are focused on managing our cash flow, the proper timing of our capital expenditures, and raising additional capital or financing in the future.

Critical Accounting Policies and Estimates

Our management's discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules and regulations of the Securities and Exchange Commission. The preparation of these condensed consolidated financial statements requires us to make judgements and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statement, and the reported amounts of revenues, costs and expenses during the reporting periods.

Our estimates are based on our historical experience, known trends and events, and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities and amount of expense recognized that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We evaluate our estimates and assumptions on an ongoing basis. The effects of



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material revisions in estimates, if any, will be reflected in the consolidated financial statements prospectively from the date of the change in estimates.

There have been no material changes to our critical accounting policies and estimates during the three months ended March 31, 2022 from those disclosed in "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K.

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 1 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Contractual Obligations and Commitments

There have been no material changes to our contractual obligations and commitments outside the ordinary course of business during the three months ended March 31, 2022 from those disclosed in "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K.

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