Forward-looking Statements

We and our representatives may from time to time make written or oral statements that are "forward-looking," including statements contained in this quarterly report and other filings with the Securities and Exchange Commission (the "SEC"), reports to our stockholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate," "project," "forecast," "may," "should," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this quarterly report to conform forward-looking statements to actual results. Important factors on which such statements are based on assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:





   ·  Inadequate capital and barriers to raising the additional capital or to
      obtaining the financing needed to implement our business plans;

   ·  Our failure to earn revenues or profits;

   ·  Inadequate capital to continue business;

   ·  Volatility or decline of our stock price;

   ·  Potential fluctuation in quarterly results;

   ·  Rapid and significant changes in markets;

   ·  Litigation with or legal claims and allegations by outside parties; and

   ·  Insufficient revenues to cover operating costs.


The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this quarterly report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.



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Background


American CryoStem Corporation was incorporated in the state of Nevada on March 13, 2009. On April 20, 2011, we acquired, through our wholly owned subsidiary American CryoStem Acquisition Corporation, substantially all of the assets from, and assumed substantially all of the liabilities of, ACS Global, Inc. ("ACS") in exchange for our issuance of 21,000,000 shares of Common Stock to ACS (the "Asset Purchase"). We filed a Current Report on Form 8-K with the Securities and Exchange Commission (SEC) on April 27, 2011 disclosing the Asset Purchase and certain related matters.





Overview


American CryoStem Corporation is a biotechnology pioneer in the field of Regenerative and Personalized Medicine and operates a state-of-the-art, FDA-registered, laboratory dedicated to standardized processing, bio-banking and development of cellular tools and cell therapy treatment applications, using autologous adipose (fat) tissue and adipose derived stem cells ("ADSCs"). The Company has developed, patented, and fully validated its core platform for the collection, processing, and storage of adipose tissue (Atgraft) and adipose derived stem cell (ATCell) and is currently focusing it efforts on obtaining FDA marketing clearance for the use of its ATCell product in clinical regenerative therapies.

Due to the effects of the Corona pandemic, we have focused our efforts to advance clinical studies for our autologous therapeutic cellular product, ATCell (autologous adipose derived mesenchymal stem cells), patented technologies and business methods. Our focus on advancing ATCELL into clinical study has resulted in the Company's approved Investigational New Drug Application (IND) with the US Food and Drug Administration (FDA). The IND Phase I clinical study filing titled "ATCell™ Expanded Autologous Adipose Derived Mesenchymal Stem Cells deployed via Intravenous Infusion for the Treatment of Post- Concussion Syndrome (PCS) in Retired Athletes and Military Personnel" FDA File number 19089 was approved on September 17, 2020. This human study of autologous adipose derived stem cells (ATCell) for the treatment of Post Concussion Syndrome is underway, to date we have recruited 18 of the 20 participants. We expect to begin delivering therapies during the fourth quarter of 2021.

Significant to this FDA approval was the review of our Chemistry Manufacturing and Control (CMC) modules of our IND filing (our ATCell manufacturing platform) and acceptance of the platform to manufacture the clinical trial samples for IV infusion delivery to the trial participants.

The Company has refined its IND strategy to advance its application approval process and development efforts to focus on low-risk treatments in the short term. The Company will leverage its validated ATCell manufacturing platform (CMC) to produce cellular samples for direct injection into joints for the treatment of osteoarthritis and for topical use in the treatment of non-healing wounds such as diabetic ulcers and bed sores. The Company believes that based upon FDA's approval history for these types of hCTP therapies and reliance on the CMC section of our currently approved IND for the manufacture of the ATCell product that we can accelerate the approval timeline of ATCell as a treatment option for low-risk targets. The Company is currently developing study protocols with clinical partners experienced in the treatment of these conditions and expects to complete the protocols for filing with FDA in Fiscal 2022.

The Company's long-term goals include completion of its approved Post-Concussion Syndrome study and, further development of ATCell as a treatment regimen for incurable and untreatable systemic diseases such as Duchene Muscular Dystrophy, and a currently planned study treatment of the post infection symptoms associated with COVID-19 or Long COVID. The Company is currently working with clinical partners to complete development of the study protocols and expects to file these additional IND applications in Fiscal 2022. The Company believes that its long term focus on systemic diseases with significant untreated neurologic conditions will provide future opportunities for clinical studies of ATCell for Alzheimer's Disease, Parkinson's Disease, Amyotrophic Lateral Sclerosis (ALS or Lou Gehrig's Disease) and Rheumatoid Arthritis among others.

The Company believes the reproducibility of scientific studies is a substantial issue in life science research from drug discovery and development through clinical trials as researchers throughout the world continue to use different materials and protocols for processes associated with sample preparation, cryopreservation and cold chain management. We believe our validated and standardized handling, processing, storage, and transportation protocols (CMC platform) has substantially improved the quality and reproducibility of our preclinical data already submitted to the US FDA to support and accelerate the transition of ATCell therapeutic uses from pre-clinical product and protocol development to clinical study applications to regulatory approval (BLA) and market launch.

Simultaneously with the development and validation of its platform technologies for the collection processing and storage of tissue and cellular samples, the Company has built a strong, strategic portfolio of intellectual property, patent applications, and proprietary operating processes that form its core standardized cellular platform which we believe supports and promotes a growing pipeline of biologic products and processes, services, and international licensing opportunities. Our FDA registered laboratory for human tissue processing, cryo-storage and cell culture and differentiation media development is located in Monmouth Junction, New Jersey.



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The Company has successfully negotiated a Cooperative Research and Development Agreement (CRADA) with Walter Reed National Military Medical Center (WRNMMC), our first collaboration with a government entity. The Company is developing additional studies necessary for approval of ATCell for Long Covid, wound healing, Duchene Muscular Dystrophy, and orthopedic uses. See Section Product Development below for additional information concerning these ongoing efforts.

The Company also markets a proprietary, patent pending processing platform for the collection, preparation, and cryo-preservation of adipose tissue without manipulation, bio-generation, animal-derived products or other chemical materials. The platform is used by plastic and cosmetic surgeons for the storage of adipose tissue for future tissue transfer procedures and is compliant with Section 361 of the US Food, Drug and Cosmetic Act and Title 21 part 1271 of the US Code of Federal Regulations for use as a homologous filler. Management believes this core process makes each adipose tissue sample suitable for use in cosmetic grafting procedures or for further processing to adult stem cells for other types of stem cell therapies.





Products and Services


ATCELL™ Adipose Derived Stem Cells (ADSCs) Processed and characterized adipose derived regenerative cells (ADRCs), mesenchymal stem cells (MSCs) are cultured utilizing the Company's proprietary Standard Operating Procedures (SOPs), ACSelerate™ patented cell culture and differentiation media and processing methodology. Cell lines are custom created and stored for patients that can be delivered "On Demand" for their personal use in future Regenerative Medicine procedures when approved for use by FDA or for use under the FDA's expanded use programs as applicable. The Company charges its customers for ATCell cellular processing based upon the requested cell quantity. A typical 25ml sample of adipose tissue can yield multiple master samples and expanded cell quantities up to one billion cells or more per master sample. Storing large quantities of expanded cells provides the opportunity for a client to receive multiple future treatments from a single ATCELL expansion process on demand for approved FDA treatment. All customer samples submitted for processing must utilize the CELLECT®collection system and ACSelerate™ mediums to conform to our internal SOPs, product specifications and quality control standards.

The Company's ATCELL™ cell lines are processed and cultured in our patented ACSelerate™ cell culture media. All tissue, cells, and research materials made available for sale to research institutions are tested for sterility, disease, lifespan, and population doubling rate (PDL). Cell morphology is confirmed by (i) flow cytometry and (ii) differentiation analysis using ACSelerate™ differentiation media. Each ATCELL™ line can be further cultured and differentiated allowing the Company to provide genetically matched cell types. We believe this research methodology may provide opportunities for the Company's ATCELL™and ACSelerate™ products to become the building blocks of final developed commercial applications.

CELLECT® Validated Collection, Transportation, and Storage System - The Company developed and implemented an unbreakable "chain of custody" clinical solution to collect and deliver tissue samples utilizing proprietary and patented methods and materials. The CELLECT® service successfully eliminated the high cost and logistical complications associated with utilizing liquid nitrogen DEWARS or dry ice during shipments of adipose tissue. The service is monitored in real-time and assures the highest cell viability upon laboratory receipt. The CELLECT® system incorporates our proprietary ACSelerate-TR™ transport medium into all collection bags which supports the health of the tissue during transport at ambient temperature. The CELLECT® kit is an integral part of our validated ATGRAFT™ and ATCELL™ technology platform to be used by our domestic physician network and licensees of our platform technologies. The CELLECT®service is included in our granted patent "Business Method for Collection, Processing, Cryogenic Storage and Distribution of a Biologic Sample Material" US Patent Number 10,014,079, issued July 3, 2018.



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During the development of the CELLECT® service the Company incorporated the International Blood Banking identification and labeling and product identification coding system. The coding system was developed in conjunction with the American Association of Blood Banks (AABB), the American Red Cross and the International Society of Blood Transfusion (ISBT). These groups form the International Council for Commonality in Blood Banking Automation (ICCBBA) and developed the ISBT 128 Standard for machine readable labeling. This labeling system is an acceptable machine readable labeling standard, product description, and bar coding system for the FDA Center for Biologics Evaluation and Research under 21 CFR 606.12(c) 13. American CryoStem conforms to this standard in its laboratory facility and all cellular and tissue products produced at the facility carry our W3750 ICCBBA facility identifier.; The identifier allows any hospital, clinic, laboratory and regulator worldwide to identify the origin and obtain additional information on any sample produced at an American CryoStem facility. The Company promotes this standard in all laboratories that license or utilize our technology.

ATGRAFT™ Adipose Tissue Storage Service

The Company developed this clinical fat processing and storage (ATGRAFT™) as a solution for physicians to provide their patients with multiple tissue and cell storage options. Through one liposuction procedure, the ATGRAFT™ service, allows individuals to prepare for future cosmetic or regenerative procedures by storing multiple samples of their own adipose tissue to be returned in the future as a natural biocompatible filler, or to be further processed to create cellular therapy applications without the trauma of further liposuctions. ATGRAFT™ procedures may include breast reconstruction, layered augmentation, buttocks enhancement or volume corrections of the hands, feet, face and neck areas that experience significant adipose tissue (fat) volume reduction as we age. ATGRAFT™ is processed and stored utilizing our validated standard operating procedures so that stored fat tissue sample(s) may be retrieved in the future and delivered to the physician on demand or for re-processing to create stem cells "ATCELL™" for use in Regenerative medicine applications. The Company charges fees for the reprocessing of a 25ml stored ATGRAFT™ sample and may charge additional fee's if expansion of the newly created ATCELL™ sample is also requested. The ATGRAFT™ service is included in our granted patent "Business Method for Collection, Processing, Cryogenic Storage and Distribution of a Biologic Sample Material" US Patent Number 10,014,079, issued July 3, 2018.

The Company charges standardized fees for ATGRAFT™ tissue processing based upon the volume of tissue stored. These processing fees may be paid to the Company by the collecting/treating physician or the consumer. The Company earns additional fees, for storage, thawing, packaging and shipment of the stored samples back to the physician or clinic for immediate use upon receipt. The ATGRAFT™ service lowers physician/patient overall costs by eliminating additional liposuction procedures for each scheduled fat transfer or therapy procedure. Physician cost savings may include: materials, supplies, equipment, and the expenses of utilizing a surgical center, hospital operating room or an in-office aseptic procedure room. The ATGRAFT™ service is designed to operate under the minimally manipulated regulations contained in both 21 CFR 1271.10 and PHS 361.

Cell Culture Media Products- On August 2, 2011, the Company was issued US patent number 7,989,205 for "Cell Culture Media, Kits and Methods of Use." The granted claims include media variations for cellular differentiation of ADSCs into osteoblasts (bone), chondrocytes (cartilage), adipocytes (fat), neural cells, and smooth muscles cells in both HSA medium (clinical) grade and FBS (research) grade. This patent covers both research grades and grades - suitable for cell culture of adipose-derived stem cells intended for use in humans. Additionally, on November 8, 2016 the Company was granted additional claims from the continuation U.S. Serial No. 13/194,900 issued as a new Patent Serial No. 9,487,755.

The Company developed and patented cell culture media products for growing human stromal cells (including all cells found in human skin, fat and other connective tissue). ACSelerate™ MAX cell culture media is manufactured animal serum free, which is suitable for human clinical and therapeutic uses. Additional versions have been developed and patented for application development and research purposes. The ACSelerate™ cell culture media product line was specifically developed to address increasing industry demands for animal serum-free cell culture products and for the acceleration of products from the laboratory to the patient.

On March 16, 2016, the Company entered into a licensing and manufacturing agreement for manufacturing of ACSelerate Max media with PeproTech, a life sciences company formed in 1988 and a trusted source for the development and manufacturing of high-quality products for the life-science and cell therapy markets. PeproTech has grown into a global enterprise with state-of-the-art manufacturing facilities in the US, and offices around the world. The agreement calls for PeproTech to manufacture the medium for the Company's use in processing the ATCell product and permits PeproTech to sell the product under its PeproGrow brand. The Company receives royalties from such sales. The Agreement automatically renews for one-year periods on its anniversary date.



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On December 31, 2014, the Company filed a patent application for an advanced medium formulation titled Human Albumin Serum for Cell Culture Medium for Clinical Growth of Human Adipose Stromal Cells. (US Serial No. 62/098799). On December 31, 2015, the Company converted the provisional application to an international PCT filing (PCT/US/68350) under the title Human Serum for Cell Culture for Clinical Growth of Human Adipose Stromal Cells. To date the patent has also been filed in the following additional countries: China and Hong Kong, India, Mexico, Brazil, the European Union, US, Japan, Thailand, Brazil, Russia, Australia, New Zealand, Canada, and Saudi Arabia.

We have generated minimal culture media revenue from PeproTech's sales efforts, management believes that we are well positioned to utilize our developed products and services as the foundation for domestic and international distribution through licensees of our technologies for a host of Regenerative Medicine application uses and future therapy products.

Contract Manufacturing, Autokine-CM® Anti-Aging, Autologous Skin Care Product Line - Under agreement with Personal Cell Sciences Corp. (PCS), we manufacture the key ingredient Autokine-CM®(autologous adipose derived stem cell conditioned medium) for PCS' U-Autologous™ anti-aging topical formulation. Each product is genetically unique to the individual and custom blended, deriving its key ingredients from the individual client's own stem cells. The Company provides its CELLECT® Tissue Collection service to collect the required tissue to manufacture the U-Autologous™ product and processes it under the same Standard Operating Procedures that it developed for the ATGRAFT™ and ATCELL™ cell processing services utilizing ACSelerate™ cell culture media. The Company receives collection, processing and long-term storage fees and earns a royalty on all U-Autologous product sales. The utilization of the Company's core services in its contract manufacturing relationships provides opportunities for the Company and its ATGRAFT™ and ATCELL™ products.

Our Company's contract manufacturing services can be extended to develop custom and/or white label products and services for both local and global cosmetic and regenerative medicine companies, physicians, wellness clinics and medical spas. The Company intends to expand its relationships and contract manufacturing services domestically.

International Licensing Program -Many jurisdictions outside the US currently permit use of cellular therapies and regenerative medicine applications. The Company receives international inquiries concerning the sale or licensing of our SOPs, products and services into the Regenerative Medicine and Medical Tourism Markets. The Company believes that the inquiries to date are a result of the global boom in Regenerative Medicine, Medical Tourism and, the pace of approval of cellular therapies and regenerative medicine applications in the US. To address the Company's sales, marketing and branding opportunities globally, the Company has created its international licensing program. To date we have licensed our technologies in Hong Kong, Shenzhen and Shanghai, China, and Bangkok Thailand. The Company is currently in discussions for additional licensed territories.

The Company believes it can take advantage of the significant growth of the global cellular therapy market through its international licensing and marketing efforts. A recently published study by Transparency Market Research predicts the global market for stem cells is expected to register a healthy CAGR of 13.8% during the period from 2017 to 2025 to become worth US$270.5 bn by 2025.

(https://www.transparencymarketresearch.com/pressrelease/stem-cells-market.htm)

China

On July 12, 2018 the Company announced the national launch of CRYO's ATGRAFTTM tissue collection, processing and storage technology by Baoxin Asia Pacific Biotechnology (Shenzhen) Co. Ltd. ("Baoxin") in China. Under the terms of the Agreement, Baoxin agreed to pay the Company a minimum annual guarantee against a fixed fee per process and purchase certain necessary consumables from CRYO required for the collection, processing and storage of the collected adipose tissue. The Company invested in and currently holds approximately five percent (5%) of Baoxin shares. Mr. Arnone and Mr. Dudzinski were elected to serve as Directors of Baoxin in 2018. Mr. Arnone resigned as a board Member of Baoxin in 2019. Mr. Dudzinski continues to serve the Company's interests as a board member of Baoxin. During Fiscal 2020 due to the effects of the COVID pandemic in China, politics and government regulations Baoxin suspended operations at the onset of COVID-19. We have been informed by Baoxin's Chairman and CEO that they and recently completed a new laboratory facility located in Shenzhen, China and were preparing to restart their sales and marketing efforts as soon as possible. The Company cannot at this time estimate timing to reopen operations in China.



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Hong Kong

On June 30, 2014 the Company granted Health Information Technology Company, LTD ("HIT") exclusive rights to utilize the Company's Standard Operating Procedures (SOP's) to market the Company's ATGRAFT™ tissue storage service in Hong Kong. The Agreement called for upfront fees, royalties and the purchase by HIT of certain consumables manufactured by the Company. The Company and HIT reached further agreement to extend their relationship on a non-exclusive basis to include HIT's cord blood laboratory located in Shenzhen, Guangdong Province, one of China's most successful Special Economic Zones. The HIT agreement includes, initial upfront fees and royalty payments for predetermined gross revenue volumes. HIT will also purchase CRYO ACSelerate™ storage media, CELLECT™ collection and transportation kits as well as other American CryoStem products necessary for clinical adipose tissue processing and storage at the Shenzhen facility. The final master licensing agreement is for a period of 5 years with renewal options and was executed between the parties on September 24, 2014, the Agreement automatically renewed on September 24, 2019 for an additional 3 year period.

In 2017 as part of the Company's transaction with Baoxin, HIT and the Company agreed to transfer certain product and distribution rights granted to HIT under its 2014 agreement to Baoxin. The Company was paid a fee of US $100,000 in the transaction. In addition, the Company was provided with an initial ownership of five percent and a warrant to purchase an additional fifteen percent in a planned Regenerative Treatment Center to be established by Baoxin in Hong Kong for an exclusive right to distribute the Company's cell culture media products in Hong Kong. Due to regulatory changes in Hong Kong regarding cellular therapy treatments and manufacturing, Baoxin has not established the Regenerative Medicine Center in Hong Kong and has not distributed any Company medium products under the granted license.

Thailand

On April 5, 2018 the Company announced further expansion of its global laboratory and cellular technology footprint by entering into an agreement to license its ATGRAFT™ and ATCELL adipose tissue (fat) processing and storage technologies with CRYOVIVA (Thailand) Ltd., a Bangkok, Thailand, based Cord Blood processing and storage facility. CRYOVIVA, Thailand, currently offers collection, processing and, storage of Cord Blood derived biologics to patients throughout Thailand and Southeast Asia.

American CryoStem has licensed to CRYOVIVA (Thailand) Ltd., established in 2007, the rights to utilize the Company's Standard Operating Procedures (SOP's) to create and market the Company's ATGRAFT™ tissue storage service and ATCELL™ adipose derived stem cell processing and storage services in Thailand. The financial terms generally, called for the payment of certain up front training fees and, a percentage of the gross revenue subject to annual minimum payments generated from our products. Additionally, the Agreement calls for the purchase of CRYO consumable products required for ATGRAFT™ and ATCELL™ sample processing including CRYO's ACSelerate™ non-DMSO cryogenic tissue storage media, transportation media, Cellect™ tissue collection kit, and ACSelerate - Max™ cell culture medium.

The Company assisted CRYOVIVA with the development of their branding and marketing campaign for Thailand and providing technical assistance and support for their import of consumables purchased from the Company. CRYOVIVA had scheduled the launch of its marketing campaign for the first quarter of 2021. Due to the global impact of COVID-19, CRYOVIVA greatly reduced their operations in 2021 and the Company has generated minimal revenue. The Company cannot at this time estimate the timing for Thailand to restart operations due to COVID-19 and associated lockdowns in Thailand.

Product Development

Our strategic approach to product development is to design, develop and launch new products and services that utilize our existing products and services, i.e. the use of the CELLECT® collection materials in providing ATCell and ATGRAFT™ processing and storage services. This approach allows progress with our co-developed clinical studies to build our application pipeline with cellular therapies. We can rely upon the production and validation data to support our FDA application and Biologic License Application filings. Management believes that this approach may also provide the Company with opportunities to attract strong international licensing and collaborative partners and accumulate complementary scientific data.



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To leverage the Company's development efforts, the Company incorporates its proprietary and patented patent pending laboratory products, such as our ACSelerate™ cell culture media, into our processing and product production services. The Company requires licensees of our tissue and cell processing technologies to purchase the consumable products required in the collection, processing, and storage of tissue/stem cells as part of the licensing agreement including our CELLECT® Collection, Transportation, and Storage System and ACSelerate™ Cell Culture Media Products. Strategically, the incorporation of proprietary products into our current clinical studies generates the uniform and consistent data necessary to support product approval applications with FDA.

Our product development efforts have resulted in completing and validating the Company's platform technologies for the collection, processing and storage of adipose tissue and stem cells evidences the Company's ability to provide uniform cell samples and quantities from any adipose tissue sample. The consistency of the platform to produce autologous cellular therapy samples allows for the collection of reproduceable manufacturing results and additional clinical study data which is required by the US FDA and similar regulatory agencies around the globe to obtain clinical study and marketing approvals.

The Company's validated its platform technologies for the Chemistry Manufacturing and Control (CMC) sections of its submitted and approved IND application for Post-Concussion Syndrome. The Company will incorporate and rely on the approved CMC as the manufacturing platform for all future IND applications with the FDA which management believes will help to accelerate the approval of its planed studies for orthopedic, wound healing and Duchene Muscular Dystrophy clinical study applications.

We intend to expand our product and services pipelines based upon our intellectual property portfolio, FDA clinical study applications, collaborative development relationships, and international licensing and partnering opportunities. Our plans include supporting collaborations by providing our products and services with the expectation that they become the basis for new adipose tissue and stem cell based Regenerative Medicine therapies, FDA clinical study applications approved biologic license approvals.

Investigational New Drug (IND)

The Company filed its first Investigational New Drug Application (IND) with the US Food and Drug Administration (FDA) for the ATCELL cellular therapy product. The IND filing is titled "ATCell™ Expanded Autologous Adipose Derived Mesenchymal Stem Cells deployed via Intravenous Infusion for the Treatment of Post Concussion Syndrome (PCS) in Retired Athletes and Military Personnel". The Company made the original filing in August of 2019 to the FDA Electronic Common Technical Document system (eCTD) for technical review. Following this review, the Company made several amendments and received additional technical comments from FDA's technical group. The Company completed all technical changes to the filing in October 2019 and was assigned File number 19089, for the filing accepted for review by the FDA on October 22, 2019. The Company received further comments from the FDA in a clinical hold letter dated December 19, 2019. The letter requested additional information, clarification of certain aspects of the filed documents, amendment to the screening and treatment protocols, and the implementation of additional testing during the production and release of the final samples. The FDA approved our application on September 17, 2020, and the Company began recruiting participants in March of 2021. We expect to complete the Phase I study in the first half of fiscal 2022.

Cooperative Research and Development Agreement (CRADA)

On December 3, 2020, the Company entered into a Cooperative Research and Development Agreement (CRADA) with Walter Reed National Military Medical Center (WRNMMC), the nation's largest and most renowned joint military medical center serving the Army, Navy, Air Force and Marines located in Bethesda, Maryland.

A Cooperative Research and Development Agreement (CRADA) is a written agreement between a government agency and a non-federal entity that allows the federal government and its non-federal partners to optimize and maximize use of their resources, exchange technical expertise in a protected fashion, share intellectual property resulting from collaborative effort, and speed commercialization of federally developed technology. The Company has committed to provide materials including ATCell samples and Umbilical Cord stem cells, ACSelerate Max Growth and differentiation mediums testing and other processing supplies, processing and testing methods. The Company's total in-kind and financial commitments are limited to $120,000 in supplies and expense reimbursement during the life of the Agreement.



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The Company maintains the rights to commercialize all technology developed under this CRADA Agreement. The technology is centered on creating in vitro (test tube) assays to standardize and commercialize new treatment protocols; optimizing quality control measures; and developing standardized protocol potency assays for precise therapy dosing.

Management believes that these new assays can be commercialized to generate substantial sales and licensing revenues and create value for the Company's stakeholders.

Through the Collaboration entitled "Stem Cells for Regeneration and Medical Innovation, a multi-faceted and multi-staged research project with WRNMMC Biomedical Laboratories, the Company plans to develop, validate and standardize baseline and assay metrics to identify mesenchymal stem cell (MSC) characteristics and quantities across various cell biomarkers and exosome expressions data sets for its ATCell™ product for biologics developers' use worldwide. The focus of the Collaboration is to enable the creation of predictive and prescriptive cellular models which will further enhance American CryoStem's mission as a premier biologics' manufacturer and developer and be highly valuable to the medical community, biotech developers, and the public at large.

WRNMMC is part of The Military Health System (MHS) which is the enterprise within the United States Department of Defense that provides health care to active duty, Reserve component and retired U.S. Military personnel and their dependents.

The missions of the MHS are complex and interrelated: To ensure America's 1.4 million active duty and 331,000 reserve-component personnel are healthy so they can complete their national security missions.

· To ensure that all active and reserve medical personnel in uniform are trained

and ready to provide medical care in support of operational forces around the

world.

· To provide a medical benefit commensurate with the service and sacrifice of

more than 9.5 million active-duty personnel, military retirees, and their

families.

The MHS also provides health care, through the TRICARE health plan, to:

· Active-duty service members and their families,

· Retired service members and their families,

· Reserve component members and their families,

· Surviving family members,

· Medal of Honor recipients and their families

· Some former spouses, and

· Others identified as eligible in the Defense Enrollment Eligibility Reporting

System

The MHS has a $50+ billion budget and serves approximately 9.5 million beneficiaries. The MHS employs more than 144,217 in 51 hospitals, 424 clinics, 248 dental clinics and 251 veterinary facilities across the nation and around the world, as well as in contingency and combat-theater operations worldwide.

The Company's long term research is focused on further developing standardized cellular processing models to support FDA, IND treatment protocol approvals by further identifying, and validating certain mechanisms and characteristics of mesenchymal stem cells related to regulating modulation of immune response(s) and promoting tissue regeneration and stability (homeostasis) for the treatment of traumatic injuries, inflammation, auto-immune diseases, and brain and organ damage associated with viruses such as SARS-CoV-2 (COVID-19), including, the expanding group of people dealing with the chronic and debilitating symptoms of what is commonly termed "Long Haul COVID" or "Long COVID."



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PeproTech, Inc.

On April 4, 2016 the Company entered into an Agreement with PeproTech, Inc of Rocky Hill, NJ. Under the Agreement PeproTech manufactures, markets and distributes the Company's ACSelerate - Max cell growth medium. The Company and PeproTech completed the optimization and scale up manufacturing studies and the licensed medium is marketed under both PeproTech's, PeproGrow and the Company's ACSelerate MAX™ brands. To date sales of the medium by PeproTech have been minimal. The Company has had discussions with PeproTech related to increasing the visibility and sales of the medium and the optimization of additional medium products focused on the differentiation of adult stem cells that are synergistic to the cell culture medium. In connection with these discussions, the Company completed an amendment to its original agreement for the expansion its collaborative efforts to finalize development of its differentiation mediums and support additional product development. The additional product development project is currently on hold due to the effects of COVID-19.

Cells on Ice:

In August of 2015 the Company entered into an Agreement with Cells On Ice, Inc. (COI) located in Los Angeles, California to process and cryopreserve adipose tissue and adipose derived cellular samples for future use in Regenerative Medicine as a contract manufacturer.

On January 3, 2018, the Company received a warning letter from the US FDA concerning its contract manufacturing services provided to Cells On Ice. The FDA informed the Company that the FDA has determined that autologous adipose derived cells are a drug under current FDA regulations and guidance and requested that the Company cease shipment of ATCell under the agreement with COI and file an Investigational New Drug (IND) application for ATCell. In response to the letter the Company immediately complied with the FDA request to cease shipment of its ATCELL™ product within the United States and entered into discussions with the FDA concerning the filing of an IND. Since the Company's initial response to the Warning letter, it has spent considerable time and effort to develop and refine an IND filing with requisite data collection and process validation to address the concerns and observations highlighted in the letter. Specifically, the Company fully validated it manufacturing and quality control processes which are collective referred to as Chemistry Manufacturing and Control (CMC); and filed it first Investigation New Drug Application with FDA which was accepted for review on October 22, 2019 and was approved on September 17, 2020,Additionally, the Company developed ,implemented, qualified, and validated a complete redesign of its manufacturing SOPs and Quality Management program, as well as constructed new cleanroom manufacturing space in its facility in Monmouth Junction, N.J, The Company submitted its final responses to FDA regarding the Warning Letter which was delivered to FDA OTAT in January 2020. The FDA has acknowledged the receipt of our response on March 31, 2020.

Additional Collaborations

The Company is developing collaborations with industry and university partners. These developing relationships in their earliest stages are covered by Confidential Disclosure Agreements (CDA) and those that are more advanced may also include Material Transfer Agreements (MTA) under which the Company supplies either ATCELL™ or ACSelerate™ medium products for evaluation, testing, and the development of new cellular therapy applications. No assurance can be given that these relationships will progress to full collaborative agreements or ultimately result in new technology for future commercialization.





Intellectual Property


From the Company's formation, our strategy has been to invest time and capital in intellectual property protection. This strategy is intended to strengthen our Company's foundation in any defensive or offensive legal challenge. In addition, we are developing our IP portfolio to ensure and enhance our business flexibility and allow us to gain favorable terms in potential future collaborative partnerships with third parties. Our intellectual property portfolio currently includes four issued U.S. patents (No. 7,989,205, and Serial No. 9,487,755, "Cell Culture Media Kits and Methods of Use", "Systems and Methods for the Digestion of Adipose Tissue Samples Obtained from a Client for Cryopreservation" US 10,154,664 issued December 18, 2018, and "Business Method for Collection, Processing, Cryogenic Storage and Distribution of a Biologic Sample Material" US Patent Number 10,014,079, issued July 3, 2018);and has additional pending patent applications which are detailed in the following chart:



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             Title                     Technology          Patent / Application
                                                                  Number
                                ACS cell culture media
Cell culture media, Kits, and   line                     US Patent No. 7,989,205
Methods of Use                  Covers 12 types of       Issued August 2, 2011
                                Medium
                                ACS cell culture media   US Patent No. 9,487,755
Cell culture media, Kits, and   line                     Issued November 8, 2016
Methods of Use                  Additional claim Granted Continuation of US
                                for all 12 medium types  Patent No. 7,989,205
                                ACS cell culture media   US Patent Application
Cell culture media, Kits, and   line                     No. 15/344,805
Methods of Use                  Continuation of Granted  Continuation of US
                                Patent covering          Patent No. 7,989,205
                                additional improvements
                                                         PCT/US15/68350
                                                         30 month National Phase
                                A cell culture medium    entry date of June 31,
Human serum for cell culture    for growth of human      2017, additional
medium for growth of human      adipose stromal cells    International Filings
adipose stromal cells           for human and            for China, India, the
                                therapeutic applications European Union, Saudi
                                                         Arabia, Israel, Brazil,
                                                         Mexico, Australia and
                                                         New Zealand.
                                Company Core Tissue      US Serial No 13/194,900
                                Collection Processing    Filed June 6, 2010
A Business Method for           and Storage Methodology  Patent Application
Collection, Cryogenic Storage   Covers CELLECT Kit,      Published
and Distribution of a           Transport and            December 5, 2013 Claims
Biological Sample Material      Cryopreservation Medium  Granted US Patent No.
                                for ATGRAFT and ATCELL   10,014,079. Continuation
                                Products                 filed upon issuance.
                                                         Developed Improvement
                                Company Core Tissue      established; Divisional,
A Business Method for           Collection Processing    Continuation-In-Part
Collection, Cryogenic Storage   and Storage Methodology  claiming priority to US
and Distribution of a           Continuation covering    Serial No. 13/194,900
Biological Sample Material      Improvements             imminent (PCT
                                                         Application filing
                                                         planned)

Systems and Methods for the Adipose Tissue Digestion U.S. Serial No. Digestion of Adipose Tissue Laboratory Processing 13/646,647 Samples Obtained From a Client Methods

                  filed October 6, 2011,
For Cryopreservation                                     Claims Granted US Patent
                                                         No.10,154,664 December
                                                         18,2018. Continuation
                                                         filed upon issuance.

Systems and Methods for the Adipose Tissue Digestion Developed Improvement Digestion of Adipose Tissue Laboratory Processing established; Divisional, Samples Obtained From a Client Methods

                  Continuation-In-Part
For Cryopreservation                                     claiming priority to US
                                                         Serial No. 13/646,900
                                                         imminent (PCT
                                                         Application filing
                                                         planned)
Compositions and Methods for    Company Adipose Tissue   U.S. Serial No.
collecting, Washing,            Storage Platform for     14/406,203 National
Cryoprocessing, Recovering and  Cosmetic Procedures      Phase entry date of
Return of Lipoaspirate to       Covers the core          December 5, 2014 based
Physicians for Autologous       processing adipose       on PCT/US2013/044621
Adipose Transfer Procedures"    tissue for ATGRAFT
                                adipose tissue dermal    European Union
                                filler product           Application No.
                                                         EPI3800847.9
                                                         China Application No.
                                                         2013800391988
Compositions and Methods for    Company Adipose Tissue   Developed Improvement
"Collecting, Washing,           Storage Platform for     established; Divisional,
Cryoprocessing, Recovering and  Cosmetic Procedures      Continuation-In-Part
Return of Lipoaspirate to       Covers additional claims claiming priority to US
Physicians for Autologous       related to ATGRAFT       Serial No. 14/406,203
Adipose Transfer Procedures"    process not included in  imminent (PCT
                                original application     Application filing
                                                         planned)


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The Company in-licenses the following IP:





         Patent Title                Use of Patent               Application #
Cosmetic compositions including Protein Genomics and
tropoelastin isomorphs          American CryoStem        USPTO #5,726,040
(wound healing)                 (Autogenesis)
                                collaboration
                                Protein Genomics and
Cosmetic compositions           American CryoStem        USPTO #6,451,326
(wound healing)                 (Autogenesis)
                                collaboration
Recombinant hair treatment      Protein Genomics and
compositions                    American CryoStem        USPTO #6,572,845
(wound healing)                 (Autogenesis)
                                collaboration

Wound healing compositions and Protein Genomics and methods using tropoelastin and American CryoStem USPTO: #6,808,707 lysyl oxidase

                   (Autogenesis)
(wound healing)                 collaboration
Business methods, processes and
systems for collection,
cryogenic storage and           Personal Cell Sciences
distribution of cosmetic        and American CryoStem    USPTO application #61/588,841
formulations from an obtained   collaboration
stem cell based a biological
(PCS)




Trademarks

In addition to patents, the Company has registered the following trademarks with the U.S. Patent and Trademark Office: American CryoStem®, American CryoStem "America's Stem Cell Bank" ®, CELLECT® and ATGRAFT™. We utilize additional trademarks for our products, slogans and themes to be used in our marketing initiatives, including, for example, ACSelerate - MAX SFM™, ACSelerate-SFM™, ACSelerate- LSM™ and ATCELL™.

The Company has also secured a number of online domain names relevant to its business, including www.americancryostem.com, www.acslaboratories.com and ATGRAFT.com.





Marketing and Distribution



The key objective of our marketing strategy is to position American CryoStem in the market as the "Gold Standard" for adipose tissue collection, cell processing and cryogenic storage, therapeutic applications, and research/commercial uses of adipose tissue within the current regulatory framework. The combination of a traditional sales approach supported by continuous internal and external marketing programs is closely coordinated with the expansion of our laboratory processing capabilities. Our initial marketing efforts intend to disseminate current and future uses of adipose tissue and adult stem cells which support our business model, products and services. We intend to continue to employ advertising and social media sales campaigns. In addition, we plan to continue to utilize key leaders, and early adopters in the medical community as a marketing resource to enhance awareness of our proprietary, patented products and services and to increase the number of surgeons who join our network, university and private collaboration and consumers who use our products and services.



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We plan to continue marketing programs focused on reaching plastic and cosmetic surgeons to join the initial group of providers that began to offer our services to their patients. This marketing initiative has been implemented using a traditional sales approach common to the pharmaceutical and biotechnology industries. This fundamental sales approach at the core of our marketing activities is being strategically and tactically expanded using a combination of in-house sales personnel and outside independent channels.

Our plan, capital permitting, provides for a comprehensive integrated marketing approach using various traditional and new media, such as the Internet, social media/blogging, video, print, TV, radio and trade shows to reach targeted potential consumers and promote awareness of our Company and our branded products and services. The essence of this targeted strategy is to reach the end-users as quickly as possible and to accelerate the adoption curve of our products and services. We also plan to utilize outside marketing resources and trade groups to increase the number of surgeons willing to offer our products and services to their patients.

Market Size and Opportunities

By leveraging and capitalizing on our proprietary Adipose Tissue Processing Platform, we are working to address multiple high growths, multi-billion-dollar market opportunities, including those prevailing within the Regenerative Medicine, Cosmeceuticals, Medical Tourism and Cell Culture Media markets. The Company regularly reviews independent market research to gauge the market dynamics of its intended domestic and international markets and to identify additional areas within these markets where the Company's cell culture medium, laboratory products, and tissue and cellular processing services, can be marketed, sold and/or licensed.





Global Stem Cells Market


A report from Transparency Market Research (TMR) forecasts that the global stem cells market is expected to register a healthy CAGR of 13.8% during the period from 2017 to 2025 to become worth US$270.5 bn by 2025. Depending upon geography, the key segments of the global stem cells market are North America, Latin America, Europe, Asia Pacific, and the Middle East and Africa. At present, North America dominates the market because of the substantial investments in the field, impressive economic growth, rising instances of target chronic diseases, and technological progress. As per the TMR report, the market in North America will likely retain its dominant share in the near future to become worth US$167.33 bn by 2025.

A report published by Markets and Markets Research in 2017 titled "Cell Expansion Market by Product (Reagent, Media, Flow Cytometer, Centrifuge, Bioreactor), Cell Type (Human, Animal), Application (Regenerative Medicine & Stem Cell Research, Cancer), End user (Research Institute, Cell Bank) - Global Forecasts to 2021". The report states: The global cell expansion market is expected to reach USD 18.76 Billion by 2021 from USD 8.34 Billion in 2016 at a CAGR of 17.6%. Geographically, the cell expansion market is dominated by North America, followed by Europe, Asia, and the Rest of the World (RoW). Growth in the North American segment is primarily driven by increasing incidence of chronic diseases in the North American countries. According to the American Medical Association and the American Medical Group Association, more than 50% of Americans suffered from one or more chronic diseases in 2012; the number of Americans suffering from chronic diseases was around 133 million in 2005 and this figure is expected to reach around 157 million by 2020. With this significant growth in the number of patients suffering from chronic diseases, the market for cell expansion is expected to grow in this region in the coming years.

Regenerative Medicine Market

The Global Translational Regenerative Medicine market is expected to grow significantly over the forecast period. The Global Translational Regenerative Medicine market was valued at $5.8bn in 2016. Vision gain forecasts this market to increase to $14.5bn in 2021. The market is estimated to grow at a CAGR of 19.9% in the first half of the forecast period and 17.7% from 2016 to 2027.



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Cell Culture Market

Cell Culture Market Global Forecast to 2023, according to "marketsandmarkets" the cell culture market is expected to reach USD $26.28 Billion by 2023 from USD $15.32 Billion in 2018, at a CAGR of 11.4%. Growth in this market is driven by the growing number of regulatory approvals for cell culture-based vaccines, increasing demand for monoclonal antibodies (mAbs), funding for cell-based research, growing preference for single-use technologies, and the launch of advanced cell culture products.

Development of Regional U.S. Markets

Physician Network

The Company continues to develop relationships to leverage our products and services through existing cosmetic surgery and regenerative medicine practices The Company continues its efforts to develop and expand its network of individual physicians and surgeons seeking to adopt the Company's products and services focusing on surgeons performing liposuction, tissue transfer and regenerative procedures involving the use of adipose tissue. The Company intends to expand its efforts to medical professionals interested in Regenerative Medicine applications utilizing ADSCs to establish itself as a primary source of collection, processing and preparation of cellular therapies as they are developed and approved for patient use by the FDA.

Development of International Markets

International Licensing Program - Globally, many jurisdictions outside the US permit the use of adipose tissue based cellular therapies and regenerative medicine applications. The Company has received numerous inquiries concerning the sale or licensing of our products and services in these jurisdictions. The Company believes that the inquiries to date are a result of the global boom in Medical Tourism and the slow pace of approval of cellular therapies and regenerative medicine applications in the US. To address these inquiries and to expand the Company's sales, marketing and branding opportunities the Company has designed and is offering an International Licensing Program.

The program is designed to permit the licensing of the Company's products and services to organizations that meet the Company's financial and technical criteria. The licensing program allows for a variety of business relationship including franchising, partnering and joint venturing. Marketing efforts to date have been to clinics, physician and hospitals in foreign jurisdictions capable of rapidly building or committing the appropriate facilities and personnel to create the required laboratory facilities to operate the CELLECT®, ATGRAFT™ and ATCELL™ services in their local market. Strategically, the Company's international licensees will maintain the branding of the Company's services along the lines of the "Intel Inside" branding program.

Qualified Licensees can quickly take advantage of the rapidly expanding opportunity to collect, process, store and culture individual regenerative cell samples for their clients with the comfort and confidence that they are providing services that have been developed to conform to US FDA standards. Core to the relationship is the developed proprietary patented and patent pending processing and laboratory operational methodologies contained in our Standard Operating Procedures, Training, and Continuous Quality Management, Testing Program, and Laboratory Operations manuals.

Licensing programs may be initiated through a letter of intent (LOI) agreement between the Company and the prospective licensee. This LOI agreement is designed for due diligence and facility qualifications purposes. The Company may receive an initial fee under the agreement which may or may not be credited toward future royalty payments. Following evaluation of the prospective licensee the Company will enter into a final Agreement which outlines all upfront fees, minimum royalties, consumable purchase obligations of the Licensee and may contain a minimum annual license fee.

Significant to our international development activities is the global expansion of the American CryoStem branded services and patented products, as well as the expansion of the Company's services, technology and products as the core platform to implement cellular therapies and regenerative medicine.

CRYOVIVA (Thailand) Ltd

On August 23, 2021the Company entered into an agreement to license its ATGRAFT™ and ATCELL™ adipose tissue (fat) processing and storage technologies to CRYOVIVA (Thailand) Ltd., established in 2007, ("CRYOVIVA") a Bangkok, Thailand based Cord Blood processing and storage facility. CRYOVIVA, Thailand, offers collection, processing and storage of Cord Blood derived biologics to patients throughout Thailand and Southeast Asia.



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American CryoStem licensed to CRYOVIVA (Thailand) Ltd., the rights to utilize the Company's Standard Operating Procedures (SOP's) to create and market the Company's ATGRAFT™ tissue storage service and ATCELL™ adipose derived stem cell processing and storage services in Thailand. The financial terms include the payment of certain training fees and, a percentage of the gross revenue subject to annual minimum payments generated from our products. Additionally, the Agreement calls for the purchase of CRYO consumable products required for ATGRAFT™ and ATCELL™ sample processing including CRYO's ACSelerate™ non-DMSO cryogenic tissue storage media, transportation media, Cellect™ tissue collection kit, and ACSelerate - Max™ cell culture medium.

The Company has been assisting CRYOVIVA with the development of their branding and marketing campaign for Thailand and providing technical assistance and support for their import of consumables purchased from the Company. CRYOVIVA had originally scheduled the launch of its marketing campaign for the first quarter of 2020. Based upon communication with the management team of CRYOVIVA, the scheduled launch of CRYOVIVA's marketing plan has been delayed due to the COVID 19 outbreak, response and lockdown in Thailand and the US.

Due to the continuing global impact from COVID-19, CRYOVIVA has greatly reduced their and operations and put their marketing plans on hold in 2021 and the Company has generated minimal revenues. The Company cannot at this time estimate the timing for Thailand to restart operations due to COVID-19 and associated lockdowns in Thailand.

Baoxin Asia Pacific Biotechnology (Shenzhen) Co., Ltd

On July 12, 2018, The Company announced the national launch of CRYO's ATGRAFTTM tissue collection, processing, and storage technology by Baoxin Asia Pacific Biotechnology (Shenzhen) Co. Ltd. ("Baoxin") in China. The management team traveled throughout south east China with the management and marketing team of Baoxin to present the ATGRAFTTM platform to leading plastic and cosmetic surgery hospitals in Shenzhen, Nanning, Guangzhou, Guangxi and Changsha. The China launch activities are in support of the Company's previously announced licensing and supply agreement with Baoxin, under which Baoxin will pay the Company a minimum annual guarantee against a fixed fee per process and purchase certain necessary consumables from CRYO required for the collection, processing and storage of the collected adipose tissue. Under the terms of the Agreements signed in Fiscal 2018, the Company invested in and currently holds five percent (5%) of Baoxin shares. Additionally, Mr. Arnone and Mr. Dudzinski were elected to serve as Directors of Baoxin during their visit to Shenzhen, China. During 2019 Mr. Arnone resigned from the board of Baoxin.

We have been informed by the Baoxin's Chairman and CEO that they completed their new facility located in Shenzhen, China. The Company cannot at this time estimate the timing for China to restart operations due to COVID-19 and associated lockdowns in China.

CellSource, LTD. - Tokyo, Japan

In the second quarter of 2015 the Company entered into negotiations with CellSource, LLC in Tokyo, Japan for the licensing of its ATGRAFT™ products and services and on June 2, 2015 the Company and Cell Source entered into an initial term sheet licensing the ATGRAFT™ technology to CellSource for Japan. The non-exclusive agreement expired in June of 2020 and has not been renewed.

Health Information Technology Company, LTD - Hong Kong and Shenzhen, China

On June 30, 2014 the Company granted Health Information Technology Company, LTD ("HIT") exclusive rights to utilize the Company's Standard Operating Procedures (SOP's) to market the Company's ATGRAFT™ tissue storage service in Hong Kong. The Agreement calls for upfront fees, royalties and the purchase by HIT of certain consumables manufactured by the Company. In 2017 as part of the Company's transaction with Baoxin, HIT and the Company agreed to transfer certain product and distribution rights granted to HIT under its 2014 agreement to Baoxin. The Company was paid a fee in the transaction and was provided with an initial ownership position in a planned Regenerative Treatment Center to be established by HIT in Hong Kong. The HIT license has been extended per the terms of Schedule B of the Term Sheet, dated June 30, 2014, for an additional 3 year period to June 30, 2023.



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Corporate Information


Our principal executive offices are located at 1 Meridian Road, Eatontown, New Jersey07724 and our telephone number is (732) 747-1007 our fax number is 732-747-7782. Our website is www.americancryostem.com.We also lease and operate a tissue processing laboratory in Monmouth Junction, New Jersey at 7 Deer Park Drive, Monmouth Junction, NJ 08852.

Available Information

We file electronically with the U.S. Securities and Exchange Commission (SEC) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. The public can obtain materials that we file with the SEC through the SEC's website at http://www.sec.gov or at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information on the operation of the Public Reference Room is available by calling the SEC at 800-SEC-0330.





Going Concern


As of the date of this report, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our proposed business.

The accompanying consolidated financial statements have been presented in accordance with generally accepted accounting principles in the U.S., which assume the continuity of the Company as a going concern. However, the Company has incurred significant losses since its inception which raises substantial doubt about the Company's ability to continue as a going concern. Management has made this assessment for the period one year from date of the issuance of these financial statements. Management's plan with regard to this matter is to continue to fund its operations through fundraising activities in fiscal 2021 to fund future operations and business expansion.

Our plans with regard to these matters encompass the following actions: (i) obtaining funding from new investors to alleviate our working capital deficiency, and (ii) implementing a plan to generate sales of our proposed products. Our continued existence is dependent upon our ability to resolve our liquidity problems and achieve profitability in our current business operations. However, the outcome of management's plans cannot be ascertained with any degree of certainty. Our financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

Results of Operations- Three Months

The Company's revenue for the quarter ended June 30, 2021, decreased to $129,800 versus $138,436 in the same period of Fiscal 2020. Licensing Revenue decreased to $125,000 compared to $131,666 in Fiscal 2020.

Operating expenses increased to $570,992 for the quarter ended June 30, 2021, from $133,851 for the same period in Fiscal 2020. The Company incurred increases in its Research and Development efforts due to the initiation of the Company's FDA approved clinical study for Post-Concussion Syndrome and Professional Fees (primarily legal) to prepare for an upcoming financing, and stock compensation expense.

Administrative expenses decreased to $95,589 from $108,384, due to the Company's reduced use of consultants.

Interest expense for the quarter ending June 30, 2021, decreased to $24,696 compared to $27,119 for the same period in 2020. The interest expense for the quarters ended June 30, 2021, and 2020 includes an additional $3,413 and $8,191 respectively for the effects of the beneficial conversion feature associated with debenture holders.

Net loss for the third quarter of Fiscal 2021 was $466,470 compared to a loss of $230,457 for the third quarter of Fiscal 2020. The increase in the net loss for the quarter versus the same period in 2020 is attributed to increase in investing in Research and Development an Stock Compensation expense.



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Liquidity and Capital Resources

As of June 30, 2021, the Company had a cash balance of $7,369, a decrease of $34,391 since September 30, 2020. We used $314,761 of our cash for operations and $35,187 for investing activities, in new patents development. The main sources of cash provided by financing activities included new equity and debt issuances totaling $315,557

Accounts Receivable increased to $874,560 at June 30, 2021 from $500,000 at September 30, 2020 mainly due to an increase in receivables from Baoxin for licensing fees due to the current economic and health conditions in China, including increased tariffs and the Corona virus, the Company is closely monitoring the impact of these circumstances.

Convertible debt increased to $702,718 as of June 30, 2021, versus $558,552 as of September 30, 2020. This increase was due to the issuance of new convertible notes and effects of amortizing the beneficial conversion feature of the notes. See Note 7. Debt reported in the financial statements.

The Company will continue to focus on its financing and investment activities, but should we be unable to raise sufficient funds, we will be required to curtail our operating plans or cease them entirely. We cannot assure you that we will generate the necessary funding to operate or develop our business. Please see "Cash Requirements" above for our existing plans with respect to raising the capital we believe will be required. In the event that we are able to obtain the necessary financing to move forward with our business plan, we expect that our expenses will increase significantly as we attempt to grow our business. Accordingly, the above estimates for the financing required may not be accurate and must be considered in light these circumstances.

There was no significant impact on the Company's operations as a result of inflation for the nine months ended June 30, 2021.





Cash Requirements


We will require additional capital to fund marketing, operational expansion, processing staff training, as well as for working capital. We are attempting to raise sufficient funds that would enable us to satisfy our cash requirements for a period of the next 12 to 24 months. In order to finance further market development with the associated expansion of operational capabilities for the time period, we will need to raise additional working capital. However, we cannot assure you we can attract sufficient capital to enable us to fully fund our anticipated cash requirements during this period. In addition, we cannot assure you that the requisite financing, whether over the short or long term, will be raised within the necessary time frame or on terms acceptable to us, if at all. Should we be unable to raise sufficient funds we may be required to curtail our operating plans if not cease them entirely. As a result, we cannot assure you that we will be able to operate profitably on a consistent basis, or at all, in the future.

In order to move our Company through its next critical growth phase of development and commercialization and to ensure we are in position to support our research collaborations and market penetration strategies, Management continues to seek new investment into the Company from existing and new investors with particular emphasis on identifying the best deal structure to attract and retain meaningful capital sponsorship from both the retail and institutional investing communities, while limiting dilution to our current shareholders. Management also focuses its efforts on increasing sales and licensing revenue and reducing expenses.





Effects of COVID 19


The main effects of the COVID 19 pandemic were with the Company's US domestic physician network and its international partners. China, Hong Kong and Thailand have been in lockdown during the quarter. This has hindered our attempts to resolve our outstanding receivable from Baoxin. Considering this, we elected to increase our provision for doubtful accounts by $325,000 in Fiscal 2019 with regard to their outstanding balance. CRYOVIVA Thailand was implementing a new marketing program in January 2021 which continues to be delayed due to the circumstances surrounding the effects of the COVID-19 pandemic in Thailand.





Commitments


Effective October 1, 2019, the Company adopted the provision of ASC 842 Leases. The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, one of the Company's leases does not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate which is based on the interest rate of similar debt outstanding.



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Operating Lease


The Company leases its office facility, in Eatontown, New Jersey, from Eaton Holdings LLC. The lease expired on April 30, 2021 and the Company can exercise a renewal option for an additional three years. The company has not exercised its option to renew for 36 months at $2,650 per month. The company is renting month to month at $2,650 per month, while management evaluates whether it will renew the lease. See Note 11. Leases in the Financial Statements.

The Company leases its laboratory facility, in Monmouth Junction, New Jersey, from Princeton Corporate Plaza LLC. The Company renewed its lease on April 1, 2021 for an additional 12 months and pays $2,763 per month. Since the lease obligation is less than twelve months, the Company does not report a lease related asset or liability for this lease. Rent paid for the laboratory facility for the nine months ended June 30, 2021 and 2020 was $22,623 and $21,501, respectively; and for the three months ended June 30, 2021 and 2020 was $8,289 and $7,167, respectively. Since the lease obligation is less than twelve months, the Company does not report a lease related asset or liability for this lease.

The Company was not party to any litigation against it and is not aware of any litigation contemplated against it as of June 30, 2021. See also Legal Proceedings below.

We anticipate that any further capital commitments that may be incurred will be financed principally through the issuance of our securities. However, we cannot assure you that additional financing will be available to us on a timely basis, on acceptable terms, or at all.





Related Party Transactions


On October 1, 2020 the Company executed a note with ACS Global for a principal amount of $99,125 representing the outstanding balance due to ACS Global. The Company increased the amount of the note to $148,125 on March 1, 2021. The Note matures on October 1, 2023 and carries an interest rate of 10% per annum which may be paid in cash or stock. The note is due and payable in full upon maturity. The note may be prepaid at any time by the Company. The principal balance of the note at March 31, 2021 is $147,775.

Off Balance Sheet Arrangements

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





Critical Accounting Policies


We prepare financial statements in conformity with U.S. generally accepted accounting principles ("GAAP"), which requires us to make estimates and assumptions that affect the amounts reported in our combined and consolidated financial statements and related notes. See Note 1 and Note 3 to the Financial Statements for more information.





Basis of Presentation


Our financial statements are presented on the accrual basis of accounting in accordance with generally accepted accounting principles in the United State of America, whereby revenues are recognized in the period earned and expenses when incurred.



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Management's Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.





Long-Lived Assets


We review and evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, we compare the assets' carrying amounts against the estimated undiscounted cash flows to be generated by those assets over their estimated useful lives. If the carrying amounts are greater than the undiscounted cash flows, the fair values of those assets are estimated by discounting the projected cash flows. Any excess of the carrying amounts over the fair values are recorded as impairments in that fiscal period.





Statement of Cash Flows


For purposes of the statement of cash flows, we consider all highly liquid investments (i.e., investments which, when purchased, have original maturities of three months or less) to be cash equivalents.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments-Credit Losses. The new guidance provides better representation about expected credit losses on financial instruments. This Update requires the use of a methodology that reflects expected losses and requires consideration of a broader range of reasonable and supportive information to inform credit loss estimates. This ASU is effective for reporting periods beginning after December 15, 2022, with early adoption permitted. The company is studying the impact of adopting the ASU in fiscal year 2024, and what effect it could have. The Company believes the accounting change would not have a material effect on the financial statements.

In November 2018, the FASB issued ASU 2018-18, Clarifying the Interaction between Topic 808 and Topic 606. This new ASU applies to companies that have collaborative arrangements, or agreements that involve two parties that actively participate in a joint operating activity. The Company policy is to enter into collaborative arrangements that benefit its expansion of its products and services. We believe our contract with Baoxin falls under the collaborative arrangement's guidance in (ASC 808). We are collaborating with Baoxin to develop and expand clinical study of our product in China. According to the agreement, we retain all rights to co-developed intellectual property, while providing a Licensing Agreement to our collaborator allowing the use of our intellectual property in their geographic region. Since ASU 2018-18 is effective for public companies for years beginning after December 15, 2019, the Company has implemented ASU 2018-18 for Fiscal 2021. Implementation of ASU 2018-18 has not affected prior or current revenue recognition, since according to the contract we bill License Fees for the use of our intellectual property and for any products shipped.

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