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:
24
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)
25
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.
26
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.
27
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.
28
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.
29
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.
30
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.
31
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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