You should read the following discussion and analysis of our financial condition
and results of operations together with our financial statements and the related
notes appearing elsewhere in this report. In addition to historical information,
this discussion and analysis contains forward-looking statements that involve
risks, uncertainties and assumptions. Our actual results may differ materially
from those discussed below. Factors that could cause or contribute to such
differences include, but are not limited to, those identified below, and those
discussed in the section titled "Risk Factors."

The following discussion highlights our results of operations and the principal
factors that have affected our financial condition as well as our liquidity and
capital resources for the periods described, and provides information that
management believes is relevant for an assessment and understanding of the
statements of financial condition and results of operations presented herein.
The following discussion and analysis are based on the audited financial
statements contained in this report, which we have prepared in accordance with
United States generally accepted accounting principles. You should read the
discussion and analysis together with such financial statements and the related
notes thereto.

Explanatory Note

On May 17, 2020, Neurotrope, Inc. (Neurotrope or Parent) announced plans for the
complete legal and structural separation of us from Neurotrope, also known as
the Spin-Off. Under the Separation and Distribution Agreement, Neurotrope
distributed all of its equity interest in us to Neurotrope's stockholders.
Following the Spin-Off, Neurotrope does not own any equity interest in us, and
we operate independently from Neurotrope. Neurotrope Bioscience, Inc. was a
wholly-owned subsidiary of Neurotrope prior to the completion of the Spin-Off on
December 7, 2020 (see below for description of Spin-Off). Neurotrope Bioscience,
Inc. represented substantially all the business of Neurotrope.

On December 6, 2020, Neurotrope approved the final distribution ratio and
holders of record of Neurotrope common stock, Neurotrope preferred stock and
certain warrants as of November 30, 2020 received a pro rata distribution at the
rate of (i) one share of our Common Stock for every five shares of Neurotrope
common stock held, (ii) one share of our Common Stock for every five shares of
Neurotrope common stock issuable upon conversion of Neurotrope preferred stock
held and (iii) one share of our Common Stock for every five shares of Neurotrope
common stock issuable upon exercise of certain Neurotrope warrants held that
were entitled to participate in the Spin-Off pursuant to the terms thereof.

Basis of Presentation



The audited financial statements for the fiscal years ended December 31, 2022
and 2021 include a summary of our significant accounting policies and should be
read in conjunction with the discussion below and our financial statements and
related notes included elsewhere in this Annual Report of Form 10-K. In the
opinion of management, all material adjustments necessary to present fairly the
results of operations for such periods have been included in the financial
statements. All such adjustments are of a normal recurring nature.

Overview


We are a biopharmaceutical company with product candidates in pre-clinical and
clinical development. We began operations in October 2012. We are principally
focused on developing a product platform based upon a drug candidate called
Bryostatin-1 for the treatment of Alzheimer's disease, which is in the clinical
testing stage. We are also evaluating Bryostatin-1 for other neurodegenerative
or cognitive diseases and dysfunctions, such as Fragile X syndrome, MS, and
Niemann-Pick Type C disease, which have undergone pre-clinical testing. On
December 16, 2022, we announced that an extended confirmatory Phase 2 study of
Bryostatin-1 in moderate to severe AD (Study #204) did not achieve statistical
significance on the primary endpoint, which was change from baseline to Week 13
in the SIB total score assessment obtained after completion of the second
seven-dose course of treatment (week 28 of trial). We are currently evaluating
the data and determining next steps with the development of Bryostatin-1 for AD
as well as for other potential indications.

We are a party to a technology license and services agreement with the original
Blanchette Rockefeller Neurosciences Institute (which has been known as
Cognitive Research Enterprises, Inc. since October 2016), and its affiliate NRV
II, LLC, which we collectively refer to herein as "CRE," pursuant to which we
now have an exclusive non-transferable license to certain patents and

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technologies required to develop our proposed products. We were formed for the
primary purpose of commercializing the technologies initially developed by BRNI
for therapeutic applications for AD or other cognitive dysfunctions. These
technologies have been under development by BRNI since 1999 and, until
March 2013, had been financed through funding from a variety of non-investor
sources (which include not-for-profit foundations, the NIH, which is part of the
U.S. Department of Health and Human Services, and individual philanthropists).
From March 2013 forward, development of the licensed technology has been funded
principally through us in collaboration with CRE.

January 2021 Private Placement



On January 21, 2021, we entered into Securities Purchase Agreements (the
"Purchase Agreement") with certain accredited investors (the "Purchasers") to
issue (a) an aggregate of 2,333,884 shares of our Common Stock and/or Pre-Funded
Warrants to purchase shares of Common Stock, (b) Series E Warrants to purchase
2,333,908 shares of Common Stock, with an exercise price of $8.51 per share
(subject to adjustment), for a period of twelve months from the date of an
effective registration statement and (c) Series F Warrants to purchase up to an
aggregate of 2,333,908 shares of Common Stock, with an exercise price of $6.90
per share (subject to adjustment), for a period of five years from the date of
issuance at a combined purchase price of $6.00 per share of Common Stock and
Warrants (the "Offering"). We received total gross proceeds of approximately
$14,000,000 in Offering.

In connection with the Purchase Agreement, we entered into a Registration Rights
Agreement with the Purchasers (the "Registration Rights Agreement") on January
21, 2021. Under the terms of the Registration Rights Agreement, we agreed to
register the shares of Common Stock and the shares of Common Stock issuable upon
exercise of the Warrants and the Pre-Funded Warrants sold to the Purchasers
pursuant to the Purchase Agreement. We filed a registration statement on Form
S-1 in connection with the Registration Rights Agreement on February 8, 2021. We
also agreed to other customary obligations regarding registration, including
indemnification and maintenance of the effectiveness of the registration
statement.

In connection with the Offering, we paid our Placement Agents (i) a cash fee
equal to ten percent (10%) of the gross proceeds from any sale of securities in
the Offering sold to Purchasers introduced by the Placement Agent and
(ii) warrants to purchase shares of Common Stock equal to ten percent (10%) of
the number of shares of Common Stock sold to Purchasers introduced by the
Placement Agent, with an exercise price of $6.90 per share and a five-year term.

June 2021 Private Placement


On June 14, 2021, we entered into Securities Purchase Agreements (the "June
Purchase Agreement") with certain accredited investors (the "June Purchasers")
to issue (a) an aggregate of 1,653,281 shares of Common Stock and/or prefunded
warrants to purchase shares of Common Stock at an exercise price of $0.01 per
share (the "June Pre-Funded Warrants") and (b) Series G warrants to purchase up
to an aggregate of 1,653,281 shares of Common stock, with an exercise price of
$8.51 per share (subject to adjustment), for a period of five years from the
date of issuance (the "June Warrants") at a combined purchase price of $7.547
per share of Common Stock and Warrants (the "June Offering"). We received total
gross proceeds of approximately $12.5 million and net proceeds of approximately
$11.2 million from the June Offering.

In connection with the June Purchase Agreement, we and the June Purchasers
entered into a Registration Rights Agreement (the "June Registration Rights
Agreement") on June 14, 2021. Under the terms of the June Registration Rights
Agreement, we agreed to register the shares of Common Stock and the shares of
Common Stock issuable upon exercise of the June Warrants and the June Pre-Funded
Warrants sold to the Buyers pursuant to the June Purchase Agreement. We filed a
registration statement for the resale of such securities on June 24, 2021, and
it was declared effective by the SEC on July 6, 2021. We also agreed to other
customary obligations regarding registration, including indemnification and
maintenance of the effectiveness of the registration statement.

In connection with the June Offering, pursuant to an Engagement Agreement, dated
June 14, 2021 (the "June Engagement Agreement"), between the Company and
Katalyst Securities LLC (the "June Placement Agent"), we paid the June Placement
Agent (i) a cash fee equal to ten percent (10%) of the gross proceeds from the
sale of securities in the June Offering sold to June Purchasers introduced by
the June Placement Agent and (ii) 152,378 warrants to purchase shares of Common
Stock equal to ten percent (10%) of the number of shares of Common Stock sold to
June Purchasers introduced by the June Placement Agent, with an exercise price
of $7.547 per share and a five-year term (the "June Broker Warrants").
Furthermore, we agreed to pay the June Placement Agent a warrant exercise fee
equal to ten percent (10%) of the aggregate exercise price that is paid in
connection with each exercise, if any, of the Warrants initially held by
Purchasers introduced by the June Placement Agent. The June Placement Agent

was
also entitled to the

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foregoing fees with respect to any future financing or capital-raising
transaction by us (a "Subsequent Financing"), to the extent such financing or
capital is provided to us by investors whom the June Placement Agent had
introduced to us, in the event such Subsequent Financing is consummated within
eighteen (18) months following the closing of the June Offering.

November 2022 Private Placement


On November 17, 2022, we entered into the November Purchase Agreement with the
November Investors, pursuant to which we agreed to sell to the November
Investors (i) an aggregate of 15,000 shares of Series B Preferred Stock and (ii)
November Warrants to acquire up to an aggregate of 1,935,485 shares of Common
Stock. We received total gross proceeds of approximately $15 million from the
November Private Placement.

The terms of the Series B Preferred Stock are as set forth in the Certificate of
Designations. The Series B Preferred Stock will be convertible into Preferred
Shares at the election of the holder at any time at the Conversion Price. The
Conversion Price is subject to customary adjustments for stock dividends, stock
splits, reclassifications and the like, and subject to price-based adjustment in
the event of any issuances of Common Stock, or securities convertible,
exercisable or exchangeable for Common Stock, at a price below the
then-applicable Conversion Price (subject to certain exceptions). We will be
required to redeem the Series B Preferred Stock in 15 equal monthly
installments, commencing on June 1, 2023. The amortization payments due upon
such redemption are payable, at our election, in cash, or subject to certain
limitations, in shares of Common Stock valued at the lower of (i) the Conversion
Price then in effect and (ii) the greater of (A) a 15% discount to the average
of the three lowest closing prices of the Common Stock during the thirty trading
day period immediately prior to the date the amortization payment is due or (B)
the lower of $1.25 and 20% of the Minimum Price (as defined in Rule 5635 of the
Rule of the Nasdaq Stock Market) on the date of receipt of Nasdaq Stockholder
Approval (as defined below); provided that if the amount set forth in clause B
is the lowest effective price, we will be required to pay the amortization
payment in cash. We may require holders to convert their Series B Preferred
Stock into Preferred Shares if the closing price of the Common Stock exceeds
$11.625 per share for 20 consecutive trading days and the daily trading volume
of the Common Stock exceeds 100,000 shares per day during the same period and
certain equity conditions described in the Certificate of Designations are
satisfied.

The holders of the Series B Preferred Stock are entitled to dividends of 7% per
annum, compounded monthly, which are payable in cash or shares of Common Stock
at our option, in accordance with the terms of the Certificate of Designations.
Upon the occurrence and during the continuance of a Triggering Event (as defined
in the Certificate of Designations), the Series B Preferred Stock will accrue
dividends at the rate of 15% per annum. Upon conversion or redemption, the
holders of the Series B Preferred Stock are also entitled to receive a dividend
make-whole payment. The holders of Series B Preferred Stock have no voting
rights on account of the Series B Preferred Stock, other than with respect to
certain matters affecting the rights of the Series B Preferred Stock.

Notwithstanding the foregoing, our ability to settle conversions and make
amortization and dividend make-whole payments using shares of Common Stock is
subject to certain limitations set forth in the Certificate of Designations,
including a limit on the number of shares that may be issued until the time, if
any, that our stockholders have approved the issuance of more than 19.9% of our
outstanding shares of Common Stock in accordance with Nasdaq listing standards
(the "Nasdaq Stockholder Approval"). We agreed to seek stockholder approval of
these matters at a meeting to be held no later than June 1, 2023. Further, the
Certificate of Designations contains a certain beneficial ownership limitation
after giving effect to the issuance of shares of Common Stock issuable upon
conversion of, or as part of any amortization payment or dividend make-whole
payment under, the Certificate of Designations or November Warrants.

The Certificate of Designations includes certain Triggering Events (as defined
in the Certificate of Designations), including, among other things, the failure
to file and maintain an effective registration statement covering the sale of
the holder's securities registrable pursuant to the November Registration Rights
Agreement (defined below) and our failure to pay any amounts due to the holders
of the Series B Preferred Stock when due. In connection with a Triggering Event,
each holder of Series B Preferred Stock will be able to require us to redeem in
cash any or all of the holder's Series B Preferred Stock at a premium set forth
in the Certificate of Designations.

We are subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, acquisition and investment transactions, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends (other than dividends pursuant to the Certificate of Designations), distributions or redemptions, and the transfer of assets, among other matters.



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The November Warrants are exercisable for Warrant Shares immediately at an
exercise price of $7.75 per share (the "Exercise Price") and expire five years
from the date of issuance. The Exercise Price is subject to customary
adjustments for stock dividends, stock splits, reclassifications and the like,
and subject to price-based adjustment, on a "full ratchet" basis, in the event
of any issuances of Common Stock, or securities convertible, exercisable or
exchangeable for Common Stock, at a price below the then-applicable Exercise
Price (subject to certain exceptions).

In connection with the November Purchase Agreement, we and the November
Investors entered into a Registration Rights Agreement (the "November
Registration Rights Agreement") on November 17, 2022. Under the terms of the
November Registration Rights Agreement, we agreed to register 200% of the
Preferred Shares, the Warrant Shares  and the shares of common stock issuable as
amortization payments as well as any shares of common stock paid as dividends.
We filed a registration statement for the resale of such securities on December
16, 2022. We intend to file an additional registration statement to give effect
to the amendment to the certificate of designations for the Series B Preferred
Stock. We also agreed to other customary obligations regarding registration,
including indemnification and maintenance of the effectiveness of the
registration statement.

In connection with the November Private Placement, pursuant to an Engagement
Letter, between the Company and Katalyst Securities LLC (the "November Placement
Agent"), the Company paid the November Placement Agent (i) a cash fee equal to
7% of the gross proceeds from any sale of securities in the November Private
Placement and (ii) warrants to purchase shares of Common Stock equal to 3% of
the number of shares of common stock that the Preferred Shares are initially
convertible into, with an exercise price of $7.75 per share and a five-year
term.

Reverse Stock Split


On May 19, 2021, we effected a 1-for-4 reverse stock split of our shares of
Common Stock.  As a result of the reverse stock split, every four (4) shares of
our pre-reverse split Common Stock was combined and reclassified into one share
of Common Stock. All share and per share information herein has been adjusted to
retrospectively reflect this reverse stock split.

Results of Most Recent Extended Confirmatory Phase 2 Clinical Trial


On July 23, 2020, we entered into the 2020 Services Agreement with WCT. The 2020
Services Agreement relates to services for our Phase 2 clinical study assessing
the safety, tolerability and long-term efficacy of Bryostatin-1 in the treatment
of moderately severe AD subjects not receiving memantine treatment. On January
22, 2022, the Company executed a change order with WCT to accelerate trial
subject recruitment totaling approximately $1.4 million.  The updated total
estimated budget for the services, including pass-through costs, is
approximately $11.0 million. As previously disclosed, on January 22, 2020, we
were granted a $2.7 million award from the NIH, which award is being used to
support the 2020 Study, resulting in a current estimated net budgeted cost of
the 2020 Study to us of $8.3 million. Of the $2.7 million grant, virtually all
has been received as of February 22, 2022.

As of December 31, 2022, we incurred cumulative expenses of approximately $10.1
million associated with services provided by WCT and certain pass thru expenses
incurred by WCT, which was offset by NIH reimbursements recognized of $2.7
million and, for the year ended December 31, 2022, we incurred expenses of
approximately $3.4 million associated with services provided by WCT and certain
pass thru expenses incurred by WCT.

On December 16, 2022, Synaptogenix issued a press release announcing that an
extended confirmatory Phase 2 study of Bryostatin-1 in moderate to severe AD
(Study #204) did not achieve statistical significance on the primary endpoint,
which was change from baseline to Week 13 in the SIB total score assessment
obtained after completion of the second seven-dose course of treatment (week 28
of trial). On March 7, 2023, we announced results of our analysis of secondary
endpoints and post hoc analysis from our Phase 2 study of Bryostatin-1. In the
secondary endpoint analysis, changes from baseline at Weeks 9, 20, 24, 30, and
42 in the SIB (Severe Impairment Battery) total score were not statistically
significant in the total patient population, and no pre-specified secondary
endpoints were met with statistical significance in the low-to-moderately severe
AD patient stratum. However, nearly all pre-specified secondary endpoints in the
most advanced and severe AD (MMSE: 10-14) patient population, with baseline
MMSE-2 (Mini-Mental State Examination, 2nd Edition) scores of 10-14, were
achieved with statistical significance (p = <0.05, 2-tailed). Data also showed
statistical significance in exploratory secondary endpoints for the MMSE-2 10-14
stratum, and post hoc analysis was positive.

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Open Label Dose Ranging Clinical Trial



On May 12, 2022, the Company entered into a services agreement with WCT (the
"2022 Services Agreement"). The 2022 Services Agreement relates to services for
a Phase 2 "open label," dose ranging study, clinical trial assessing the safety,
tolerability and efficacy of Bryostatin-1 administered via infusion in the
treatment of moderately severe to severe AD subjects not receiving memantine
treatment (the "2022 Study").

Pursuant to the terms of the 2022 Services Agreement, WCT provided services to
enroll approximately 12 2022 Study subjects. The first 2022 Study site was
initiated during the third quarter of 2022. The total estimated budget for the
services, including pass-through costs, is currently approximately $1.5 million.
Either party may terminate the 2022 Services Agreement without cause upon ninety
days prior written notice. Furthermore, in the event of a material breach by the
other party, which breach is not cured by the breaching party, the other party
may terminate the agreement upon 30 days' prior written notice. The Company
terminated the 2022 Services Agreement in December 2022.

The Company incurred approximately $1.4 million of cumulative expenses
associated with the 2022 Study as of December 31, 2022. All of the expenses are
reflected in the statement of operations for the year ended December 31, 2022.
As of December 31, 2022, approximately $185,000 of WCT 2022 Study prepayments is
included as a prepaid expense and other current assets in the Company's balance
sheet. In addition, approximately $123,000 is included in accounts payable

and
accrued expenses.

Other Development Projects

To the extent resources permit, we may pursue development of selected technology
platforms with indications related to the treatment of various disorders,
including neurodegenerative disorders such as AD, based on our currently
licensed technology and/or technologies available from third party licensors or
collaborators.

Nemours Agreement


On September 5, 2018, we announced a collaboration with Nemours, a premier U.S.
children's hospital, to initiate a clinical trial in children with Fragile X. In
addition to the primary objective of safety and tolerability, measurements will
be made of working memory, language and other functional aspects such as
anxiety, repetitive behavior, executive functioning, and social behavior. On
August 5, 2021, the Company announced its memorandum of understanding with
Nemours A.I. DuPont Hospital ("Nemours") to initiate a clinical trial using
Bryostatin-1, under Orphan Drug Status, to treat Fragile X. The Company intends
to provide the Bryostatin-1 drug product candidate and obtain the
investigational new drug documentation ("IND") and Nemours intends to provide
the clinical site and attendant support for the trial. The Company and Nemours,
jointly, will develop the trial protocol. The Company currently estimates its
total trial and IND cost to be approximately $2 million, an increase of $1.3
million from our prior estimates based upon bringing in a third party to conduct
our initial clinical trial. As of the end of the period covered by this annual
report, the Company has incurred cumulative expenses associated with this
agreement of approximately $100,000.

The Company has filed for an IND with the FDA. The FDA has placed the
development of the IND on clinical hold pending completion of further analytics
relating to drug pharmacokinetics and pharmacodynamics. The Company is currently
evaluating its plans to advance Fragile X development.

Cleveland Clinic



On February 23, 2022, the Company announced its collaboration with the Cleveland
Clinic to pursue possible treatments for MS.  The collaboration entails filing
an IND and conducting initial clinical trials using Bryostatin-1. Future
development work will be conducted pursuant to statements of work to be
determined.

Impact of COVID-19


We face the ongoing risk that the coronavirus pandemic may slow the conduct of
our current trial. In order to prioritize patient health and that of the
investigators at clinical trial sites, we will monitor enrollment of new
patients in our Phase 2 clinical trial of Bryostatin-1 for the treatment of
patients with Alzheimer's disease. In addition, some patients may be unwilling
to enroll in our trials or be unable to comply with clinical trial protocols if
quarantines or travel restrictions impede patient movement or interrupt
healthcare

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services. These and other factors outside of our control could delay our ability
to conduct clinical trials or release clinical trial results. In addition, the
effects of the ongoing coronavirus pandemic may also increase non-trial costs
such as insurance premiums, increase the demand for and cost of capital,
increase loss of work time from key personnel, and negatively impact our key
clinical trial vendors and supplier of API.

In light of the COVID-19 outbreak, the FDA has issued a number of new guidance
documents. Specifically, as a result of the potential effect of the COVID-19
outbreak on many clinical trial programs in the US and globally, the FDA issued
guidance concerning potential impacts on clinical trial programs, changes that
may be necessary to such programs if they proceed, considerations regarding
trial suspensions and discontinuations, the potential need to consult with or
make submissions to relevant ethics committees, Institutional Review Board
("IRBs"), and the FDA, the use of alternative drug delivery methods, and
considerations with respect the outbreak's impacts on endpoints, data
collection, study procedures, and analysis. Such developments may result in
delays in our development of Bryostatin-1.

Results of Operations

Comparison of the years ended December 31, 2022 and 2021

The following table summarizes our results of operations for the years ended December 31, 2022 and 2021:



                                                       Years ended
                                                      December 31,                Dollar
                                                   2022            2021           Change        % Change
Revenue                                        $          -    $          -    $           -           0 %
Operating Expenses:
Research and development expenses              $  6,324,928    $  4,336,414    $   1,988,514        45.9 %
General and administrative expenses            $  9,810,068    $  8,281,893    $   1,528,175        18.5 %
Other income (Expense), net                    $ 10,561,039    $      7,110
$  10,553,929     148,437 %
Net loss                                       $  5,573,957    $ 12,611,197    $ (7,037,240)      (55.8) %


Revenues

We did not generate any revenues for the years ended December 31, 2022 and 2021.



Operating Expenses

Overview

Total operating expenses for the year ended December 31, 2022 were $16,134,996
as compared to $12,618,307 for the year ended December 31, 2021, an increase of
approximately 27.9%. The increase in total operating expenses is due to the
increase in research and development and general and administrative expenses.

Research and Development Expenses



For the year ended December 31, 2022, we incurred $6,324,928 in research and
development expenses as compared to $4,336,414 for the year ended December 31,
2021, an increase of approximately 45.9%. These expenses were incurred pursuant
to developing Byrostatin-1, specifically expenses relating to our ongoing Phase
2 clinical trial for AD. Of these expenses, for the year ended December 31,
2022, $5,422,142 was incurred principally relating to our current confirmatory
clinical trial and related storage of drug product, $327,908 for clinical
consulting services, $29,999 of amortization of prepaid licensing fees relating
to the Stanford and Mount Sinai license agreements, $69,608 for development of
alternative drug supply with Stanford University and $475,271 of non-cash stock
options compensation expense as compared to $3,276,465 for the year ended
December 31, 2021, which includes an expense offset of $1,652,429 reimbursed
pursuant to our NIH grant, was incurred principally relating to our confirmatory
clinical trial and related storage of drug product, $299,178 for clinical
consulting services, $30,001 of amortization of prepaid licensing fees relating
to the Stanford and Mount Sinai license agreements, $60,731 for development of
alternative drug supply with Stanford University and $670,039 of non-cash stock
options compensation expense.

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We expect our research and development expenses to substantially decrease in the
short term, as our ongoing Phase 2 clinical trial for AD is coming to an end.
Other development expenses might increase, as our resources permit, in order to
advance our potential product candidates. We are continuing to determine how to
proceed with respect to our other current development programs for Bryostatin-1.

General and Administrative Expenses



We incurred $9,810,068 and $8,281,893 of general and administrative expenses for
the years ended December 31, 2022 and 2021, respectively, an increase of
approximately 18.5%. Of the amounts for the year ended December 31, 2022, as
compared to the comparable 2021 period: $1,670,242 was incurred primarily for
wages, bonuses, vacation pay, severance, taxes and insurance, versus $1,765,502
for the 2021 comparable period; $678,903 was incurred for legal expenses, versus
$662,921 for the 2021 comparable period; $1,022,713 was incurred for outside
operations consulting services, versus $1,567,060 for the 2021 comparable period
as, for the year ended December 31, 2021, we incurred additional non-cash
expenses associated with warrant issuances for investment banking consulting
services; $107,316 was incurred for travel expenses, versus $60,387 for the 2021
comparable period. Travel for 2022 returned to pre-pandemic levels; $755,760 was
incurred for investor relations services, versus $301,410 for the 2021
comparable period as, for 2022, we incurred additional non-cash expenses
relating to communications surrounding our clinical trial results; $178,545 was
incurred for professional fees associated with auditing, financial, accounting
and tax advisory services, versus $176,365 for the 2021 comparable period;
$736,225 was incurred for insurance, versus $705,133 for the 2021 comparable
period; $493,649 was incurred for franchise taxes, utilities, supplies, license
fees, filing costs, rent, advertising and other, versus $430,770 for the 2021
comparable period; $898,023 of non-cash expenses reflect the allocated cost
associated with our issuance of warrants, versus $0 for the 2021 comparable
period; and $3,268,692 was recorded as non-cash stock options compensation
expense, versus $2,612,345 for the 2021 comparable period.

Other Income / Expense


We recognized total other income of $10,561,039 for the year ended December 31,
2022, versus $7,110 for the year ended December 31, 2021. We earned $335,039 of
interest income for the year ended December 31, 2022 as compared to $7,110 for
the year ended December 31, 2021 on funds deposited in interest bearing money
market accounts. The increase is primarily attributable to the increase in money
market interest income rates for the year ended December 31, 2022 versus 2021.
In addition, during the fourth quarter 2022, the Company recorded a decrease in
fair value of warrant liability of $8,405,000 and a change in fair value of
derivative liability of $1,821,000. These changes in fair value are based upon
the revaluation of their related liabilities at year end versus the liabilities
reflected at the time of the Company's November Private Placement.

Net loss



We incurred losses of $5,573,957 and $12,611,197 for the years ended December
31, 2022 and 2021, respectively. The decreased loss was primarily attributable
to the changes in fair value of warrant and derivative liabilities and increase
in interest income offset by an increase in net research and development
expenses associated with our ongoing Phase 2 confirmatory clinical trial and
general and administrative expenses.

Financial Condition, Liquidity and Capital Resources

Cash and Working Capital



Since inception, we have incurred negative cash flows from operations. As of
December 31, 2022, we had working capital of $37,272,851 as compared to working
capital of $33,509,304 as of December 31, 2021. The $3,763,548 increase in
working capital was primarily attributable to our November Private Placement
resulting in net cash proceeds of approximately $13.9 million, cash proceeds
from warrant exercises of approximately $553,000 million, offset by
approximately $10.2 million from operating expenses.

We expect that our cash and cash equivalents of approximately $37.5 million as
of December 31, 2022 will be sufficient to support our projected operating
requirements for at least the next 12 months from the date of filing this Annual
Report on Form 10-K, which would include the continuing development of
Bryostatin-1, our novel drug candidate targeting the activation of PKC epsilon.

We expect to require additional capital in order to initiate, pursue and
complete all potential AD clinical trials and obtain regulatory approval of one
or more therapeutic candidates. However, additional future funding may not

be
available to us on acceptable

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terms, or at all. If we are unable to access additional funds when needed, we
may not be able to initiate, pursue and complete all planned clinical trials or
continue the development of our product candidates or we could be required to
delay, scale back or eliminate some or all of our development programs and
operations. Any additional equity financing, if available, may not be available
on favorable terms, would most likely be significantly dilutive to our current
stockholders and debt financing, if available, and may involve restrictive
covenants. If we are able to access funds through collaborative or licensing
arrangements, we may be required to relinquish rights to some of our
technologies or product candidates that we would otherwise seek to develop or
commercialize on our own, on terms that are not favorable to us. Our ability to
access capital when needed is not assured and, if not achieved on a timely
basis, would likely materially harm our business and financial condition.

Sources and Uses of Liquidity



Prior to the Spin Off, we satisfied our operating cash requirements from
transfers of cash from Neurotrope, which was raised by Neurotrope through the
private placement of equity securities sold principally to outside investors.
Following the Spin Off, we have satisfied our operating cash requirements
through the private placements described above. We expect to continue to incur
expenses, resulting in losses and negative cash flows from operations, over at
least the next several years as we may continue to develop AD and other
therapeutic products. We anticipate that this development may include clinical
trials in addition to our current ongoing clinical trial and additional research
and development expenditures.

                                           Years Ended December 31,
                                             2022            2021

Cash used in operating activities $ 11,211,245 $ 8,710,725 Cash used in investing activities

               7,414           3,199

Cash provided by financing activities 14,483,150 37,132,858

Net Cash Used in Operating Activities



Cash used in operating activities was $11,211,245 for the year ended December
31, 2022, compared to $8,710,725 for the year ended December 31, 2021. The
$2,500,521 increase primarily resulted from the decrease in accounts payable and
accrued expenses of approximately $1.2 million and changes in fair value of
warrant and derivative liabilities of approximately $10.2 million offset by a
decrease in net loss of approximately $7.0 million, an increase in non-cash
stock-based compensation expenses of approximately $460,000 million, an increase
in non-cash warrant issuance cost of approximately $0.9 million and a decrease
in prepaid expenses of approximately $540,000 for the year ended December 31,
2022.

Net Cash Used in Investing Activities



Net cash used in investing activities was $7,414 for the year ended December 31,
2022 compared to $3,199 for the year ended December 31, 2021. The cash used in
investing activities for both years was for capital expenditures.

Net Cash Provided by Financing Activities



Net cash provided by financing activities was $14,483,150 for the year ended
December 31, 2022 compared to cash used in financing activities of $37,132,858
for the year ended December 31, 2021. The change in net cash provided by
financing activities for 2022 and 2021 were principally the result of
approximately $13.9 million of net proceeds from our private placement offering
and approximately $553,000 in warrant exercises for 2022 and $23.7 million of
net proceeds from our private placement offerings and $13.4 million from warrant
exercises during 2021.

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