You should read the following discussion of our financial condition and results
of operations in conjunction with the condensed consolidated financial
statements and the related notes included elsewhere in this Form 10-Q and with
our audited consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2021, as filed with the SEC on April
18, 2022. In addition to our historical condensed consolidated financial
information, the following contains forward-looking statements that reflect our
plans, estimates, and beliefs. Our actual results could differ materially from
those discussed in the forward-looking statements. Factors that could cause or
contribute to these differences include those discussed below and elsewhere

in
this Form 10-Q.



Overview



We are a clinical stage diagnostic company dedicated to improving quality of
life and outcomes for the more than 18 million patients worldwide who are
diagnosed with cancer each year. Our plan is to develop and commercialize an
array of products in the diagnostics, pharmaceutical and medical device spaces
that enable more informed treatment planning and more effective treatment
options for patients. Our initial focus is the commercialization of a
proprietary genomic platform, Stem Print, for recurrence risk stratification of
different types of cancer. The platform was developed to measure the "stemness"
of tumors, or how likely a cancer is to recur or be resistant to standard
treatments, which could impact how patients are managed by their
multi-disciplinary care team. To augment this proprietary offering we also plan
to provide ancillary commodity testing (e.g., hereditary genetic testing,
somatic mutation testing) to provide additional information and value to
patients and physicians through the patient care continuum.



Our initial focus will be providing genomic and genetic testing to patients
diagnosed with breast and lung cancer. Our primary product candidate is
StemPrintER and related assets, a 20-gene prognostic assay intended to predict
the risk of distant recurrence ("DR") in luminal (ER+/HER2-negative) breast
cancer patients. StemPrintER has been validated in several clinical cohorts and
studies , the largest of which are a consecutive series of approximately 2,400
patients from the European Institute of Oncology (IEO) and approximately 800
patients from the TransATAC study. In the IEO cohort, StemPrinter High Risk
patients (SPRS High) were 1.85 times more likely to have a distant recurrence
compared to Low Risk (SPRS Low) patients (Figure 1) and in the TransATAC cohort,
SPRS High patients were 4.27 times more likely to experience a distant
recurrence compared to SPRS Low Risk patients (Figure 2). Together, these data
confirm that StemPrintER is highly prognostic for outcomes in patients with
breast cancer and indicate the potential utility of the test in the oncology
clinic.



                               [[Image Removed]]

*SPRS- StemPrintER Recurrence Score; SPRS High- StemPrintER High Risk; SPRS Low- StemPrintER Low Risk


Given the broad applicability of tumor "stemness", which has been evaluated in a
multitude of different cancers, we believe the StemPrint platform will have
meaningful clinical utility beyond breast cancer. As such, we will seek to
validate and commercialize StemPrint for a variety of different tumor types.
Each tumor type, where applicable, would also include ancillary testing to boost
our value proposition to physicians and their patients.



In addition to StemPrintER, our second product candidate is the MicroRNA
Signature Classifier (MSC) test which is designed to evaluate 24 microRNA's
(miRNA) to help determine whether lung nodules identified by low dose computed
tomography (LDCT) screening are benign or malignant. With the increasing
utilization of LDCT programs to identify lung cancers earlier, millions of lung
nodules are being identified each year [support]. In most cases, clinical
factors alone are insufficient to determine which nodules require further
intervention (e.g., biopsy) versus surveillance. We believe the MSC test could
help triage patients to the most appropriate care path saving healthcare system
dollars and providing patients with more confidence in their treatment plan. The
blood-based MSC test was validated in a subset of 939 patients from the
prospective, randomized MILD study and demonstrated 87% sensitivity, 81%
specificity and a 99% negative predictive value for detecting lung cancer. This
validation study indicated that MSC has predictive, diagnostic, and prognostic
value and could reduce the false-positive rate of LDCT, thus improving the
efficacy of lung cancer screening.



We plan to launch StemPrintER and MSC testing once we have achieved several key
milestones. First, we are planning to build our corporate headquarters in
Phoenix, AZ that will also house a clinical laboratory. That laboratory will be
responsible for processing, testing and reporting StemPrintER and MSC results
for all commercial samples. Further, we plan to transfer the StemPrintER and MSC
technologies from the laboratories in which they were developed to our
laboratory in Phoenix. Finally, once our laboratory is established, we will seek
to obtain U.S. Clinical Laboratory Improvement Amendments of 1988 ("CLIA")
certification so that we are able to report results for clinical use and to seek
reimbursement from the Centers for Medicare and Medicaid Services. We anticipate
that it will take at least 18 months to complete these milestones. Once those
tasks are complete, we plan to initially launch StemPrintER in the US and then
expand to other markets as we evaluate clinical need and revenue opportunity.



                               [[Image Removed]]

15

Impact of the COVID-19 Pandemic





In early 2020, an outbreak of the novel strain of coronavirus (COVID-19) emerged
globally. As a result, there have been mandates from federal, state and local
authorities resulting in an overall decline in economic activity. There have
been no material impacts from COVID-19 on the Company's operations for the
periods through June 30, 2022. However, it is possible that the pandemic will
continue to significantly impact economies worldwide, which could result in
adverse effects on the Company's operations. The extent of the impact of
COVID-19 on operations, liquidity, financial condition, and results of
operations remain uncertain at this time.

Financial Operations Overview





We have no products approved for commercial sale and have not generated revenue
to date. We have never been profitable and have incurred net losses in each year
since inception. We incurred net losses of $1,078,226 and $50,537 for the three
months ended June 30, 2022 and 2021, respectively. We incurred net losses of
$1,868,760 and $64,410 for the six months ended June 30, 2022 and 2021,
respectively. As of June 30, 2022, we had an accumulated deficit of $2,593,622.
Substantially all of our net losses resulted from expenses incurred in
connection with our research and development programs and from general and
administrative costs associated with our operations.



Segment Information



As of June 30, 2022, we viewed our operations and managed our business as one
operating segment consistent with how our chief operating decision maker, our
Chief Executive Officer, makes decisions regarding resource allocation and
assessing performance. As of June 30, 2022, substantially all of our assets were
located in the United States. Our headquarters and operations are located in New
York, NY and London, UK.



Results of Operations




The following discussion and analysis of our results of operations includes a
comparison of the three and six months ended June 30, 2022 to the three and six
months ended June 30, 2021:



                                             Three Months Ended June 30                                            Six Months Ended June 30
                                                 2022              2021          $ Change         % Change            2022             2021          $ Change         % Change

Research and development expenses          $         54,396      $  30,198     $     24,198               80 %   $        75,539     $  32,815     $     42,724               130 %
General and administrative expenses               1,023,830         20,339 

      1,003,491             4934 %         1,793,221        31,595        1,761,626              5576 %
Loss from operations                              1,078,226         50,537        1,027,689             2034 %         1,868,760        64,410        1,804,350              2801 %

Loss, before income tax                          (1,078,226 )      (50,537 )     (1,027,689 )           2034 %        (1,868,760 )     (64,410 )     (1,804,350 )            2801 %
Income tax benefit (expense)                              -              - 

              -                0 %                 -             -                -                 0 %
Net Loss                                   $     (1,078,226 )    $ (50,537 )   $ (1,027,689 )           2034 %   $    (1,868,760 )   $ (64,410 )   $ (1,804,350 )            2801 %




16






Research and development

Research and development expenses for the three and six months ended June 30, 2022 increased compared to the three and six months ended June 30, 2021 primarily due to increase in patent related expenses.





General and administrative




General and administrative expenses for the three and six months ended June 30,
2022 increased compared to the three and six months ended June 30, 2021
primarily due to increase an increase of payroll related costs as a result of
the new management team structure, as well as costs related to legal fees and
other compliance expenses.

Liquidity and Capital Resources





Sources of Liquidity



Since our inception, we have not generated any revenue and have incurred
significant operating losses. Our potential products are at various phases of
development. We do not expect to generate significant revenue from product sales
for several years, if at all. Pursuant to the demerger, Tiziana transferred
$1,353,373 (£1,000,000) in cash in January 2022 to the Company. In addition,
subject to the terms of the supplemental demerger agreement, Tiziana invested
$2,675,940 (£2,000,000) in cash in March 2022 for additional shares of the
Company. Our cash flows may fluctuate and are difficult to forecast and will
depend on many factors. As of June 30, 2022, our cash balance is $1,981,510,
which is adequate for our current planned level of operations, through at least
December 2022.

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