2. Basis of Presentation

The accompanying unaudited interim consolidated financial statements as of September 30, 2023 and 2022 and the three and nine-months ended September 30, 2023 and 2022, have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim consolidated financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete consolidated financial statements. In the opinion of management, the accompanying consolidated financial statements include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial condition, results of operations and cash flows for the periods presented. The results of operations for the interim period ended September 30, 2023, are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2023, or any future period. These consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2022, which are included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 17, 2023.

Going Concern Consideration

The Company has incurred recurring losses and negative cash flows from operations since inception. To date, the Company has not generated significant revenues from operations. The Company incurred a net loss of $7,908,308 and used cash of $6,188,335 in its operating activities during the nine months ended September 30, 2023. As of September 30, 2023, the Company had an accumulated deficit of ($193,470,825).

The Company expects to incur substantial expenditures to further develop its technologies. The Company believes its working capital at September 30, 2023 will be sufficient to meet the business objectives as presently structured only through the first quarter of 2024. As such, there is substantial doubt that we can continue as a going concern beyond that date. As a result, the Company has implemented certain cost-saving initiatives, including the termination of its lease of the building in Alachua, Florida where some of the research and development for the lantibiotic program was undertaken. In addition to the termination of the lease, the Company has also eliminated certain staff positions and transitioned Dr. Martin Handfield from an employee of the Company to a consultant through an hourly basis consulting agreement.

The Company’s ability to continue operations after its current cash resources are exhausted depends on its ability to obtain additional financing or achieve profitable operations, as to which no assurances can be given. Cash requirements may vary materially from those now planned because of changes in the Company’s focus and direction of its research and development programs, competitive and technical advances, or other developments. Additional financing will be required to continue operations after the Company exhausts its current cash resources and to continue its long-term plans for clinical trials and new product development. There can be no assurance that any such financing can be realized by the Company, or if realized, what the terms thereof may be, or that any amount that the Company is able to raise will be adequate to support the Company’s working capital requirements until it achieves profitable operations.

On October 4, 2023 the Company entered into an Asset Purchase Agreement (“Purchase Agreement”) with Odyssey Health, Inc., a Nevada corporation (“Odyssey”). Per the terms of the Purchase Agreement, the Company agreed to purchase and assume, and Odyssey agreed to sell and assign, certain assets and certain liabilities related to treating brain related illnesses and diseases (the “Purchased Assets”). Although the Company believes that the Purchased Assets could provide positive synergies to strengthen the Company’s current intranasal drug delivery platform, the Company cannot be certain that the acquisition of this proprietary neurological drug therapy and technology will be successful.

The Company intends to seek additional funding through sublicensing arrangements, joint venturing or partnering, sales of rights to technology, government grants and public or private financings. The Company’s future success depends on its ability to raise capital and ultimately generate revenue and attain profitability. The Company cannot be certain that additional capital, whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to it or, if available, will be on terms acceptable to the Company. If the Company issues additional securities to raise funds, these securities may have rights, preferences, or privileges senior to those of its common stock, and the Company’s current shareholders may experience dilution. If the Company is unable to obtain funds when needed or on acceptable terms, the Company may be required to curtail its current development programs, cut operating costs and forego future development and other opportunities.