The following discussion may contain forward-looking statements that involve risks and uncertainties. As described under the caption "Cautionary Note Regarding Forward-Looking Statements," our actual results could differ materially from those discussed here. Factors that could cause or contribute to such differences include, but are not limited to, any factors discussed in this section as well as factors described in Part II, Item 1A. "Risk Factors" and under the caption "Cautionary Note Regarding Forward-Looking Statements."





Overview


We are a biotechnology company focused on developing and preparing to commercialize cellular therapies for cancer and diabetes based upon our proprietary cellulose-based live cell encapsulation technology we refer to as Cell-in-a-Box®. We are working to advance clinical research and development of new cellular-based therapies in the oncology and diabetes arenas.

We are actively engaged with Austrianova and other entities in preparation for a Phase 2b clinical trial in LAPC using encapsulated live cells like those used in the previous Phase 1/2 and Phase 2 clinical trials discussed above. A Pre-IND meeting with the FDA was held on January 17, 2017, at which the FDA communicated its agreement with certain aspects of our clinical development plan, charged us with completing numerous tasks and provided us with the guidance we need to complete what we expect will be a successful IND process. We anticipate that shortly after the filing of this Report we will file an IND with the FDA to allow us to commence a human clinical trial involving LAPC although no assurance as to time can be given.

Also, we are conducting research relating to the use of constituents of Cannabis, known as cannabinoids, in treating cancer and its symptoms.

In addition, we have been involved in preclinical studies to determine if our cancer therapy can slow the production or accumulation of malignant ascites fluid in the abdomen that accompanies the growth of several types of abdominal cancers. In regard to the latter, one final study remains to be completed.

We are also developing a therapy for Type 1 diabetes and insulin-dependent Type 2 diabetes based upon the encapsulation of a human liver cell line genetically engineered to produce, store and secrete insulin at levels in proportion to the levels of blood sugar in the human body. We are also exploring the possibility of encapsulating human insulin-producing stem cells and islet cells and then transplanting them into a diabetic patient. All three types of cells will be encapsulated using the Cell-in-a-Box® encapsulation technology. Each approach is designed to function as a bio-artificial pancreas for purposes of insulin production.

However, with respect to our programs involving cannabinoids, malignant ascites fluid and diabetes, until the FDA allow us to commence the clinical trial involving LAPC described in our IND to filed with the FDA, we are not spending any further resources developing this program.

Finally, we are working with Hai Kang to obtain an EUA from the FDA to develop and sell COVID-19 molecular diagnostic kits in the U.S., Canada and certain European countries.









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COVID-19 Potential Impact on the Financial Condition and Results of Operations

The development of our product candidates could be disrupted and materially adversely affected in the future by a pandemic like the recent outbreak of COVID-19. For example, as a result of measures imposed by the governments in states affected by COVID-19, businesses and schools have been suspended due to quarantines or stay at home orders intended to contain the pandemic. COVID-19 continues to spread globally and, as of April 30, 2020, has spread to over 150 countries, including the U.S. While the COVID-19 pandemic is thought to be in its early stages, international stock markets continue to reflect the uncertainty associated with the slow-down in the world economies and the reduced levels of international travel experienced since the beginning of January 2020. As of the date of this Report, the COVID-19 pandemic has had an impact upon our operations, although we believe that impact is not material.

We are still assessing our business plans and the impact COVID-19 may have on our ability to advance the development of our product candidates or to raise financing to support the development of our product candidates, but no assurances can be given that this analysis will enable us to avoid part or all of any impact from the spread of COVID-019 or its consequences, including downturns in the business sector generally or in our sector in particular. The spread of COVID-19 may also result in the inability of our suppliers to deliver components or raw materials on a timely basis or materially and adversely affect our collaborators' and potential strategic partners' ability to conduct our planned clinical trial in LAPC and our other operations. See "Risk Factors - The recent and ongoing COVID-19 pandemic could materially affect our operations, as well as the business or operations of third parties with whom we conduct business. Our business could be adversely affected by the effects of other future health pandemics in regions where we or third parties on which we rely have significant business operations. See Page 39 for a more detailed presentation of our risks associated with the COVID-19 pandemic.





Performance Indicators


Non-financial performance indicators used by management to manage and assess how the business is progressing will include, but are not limited to, the ability to: (i) acquire appropriate funding for all aspects of our operations; (ii) acquire and complete necessary contracts; (iii) complete activities for producing genetically modified human cells and having them encapsulated for our preclinical studies and the planned Phase 2b clinical trial in LAPC; (iv) have regulatory work completed to enable studies and trials to be submitted to regulatory agencies; (v) complete all required tests and studies on the cells and capsules we plan to use in our clinical trial in patients with LAPC; and (vi) ensure completion of the production of encapsulated cells according to cGMP regulations to use in our planned clinical trial.

There are numerous items required to be completed successfully to ensure our final product candidate is ready for use in our planned clinical trial in LAPC. The effects of material transactions with related parties, and certain other parties to the extent necessary for such an undertaking, may have substantial effects on both the timeliness and success of our current and prospective financial position and operating results. Nonetheless, we are actively working to ensure strong ties and interactions to minimize the inherent risks regarding success. We do not believe there are factors which will cause materially different amounts to be reported than those presented in this Report. We aim to assess this regularly to provide accurate information to our shareholders.

Liquidity and Capital Resources

Our Consolidated Financial statements and related Notes have been prepared on a going-concern basis, however, the following conditions raise substantial doubt about the Company's ability to do so. Therefore, the Consolidated Financial Statements do not include any adjustments that might be necessary should we be unable to continue in existence. We have not generated any revenues and have not yet achieved profitable operations. There is no assurance that profitable operations, if ever achieved, could be sustained on a continuing basis. Also, development activities, preclinical studies, clinical trials and commercialization of our product candidates will require significant additional capital resources. Our deficit accumulated through April 30, 2020 was $103,858,258. We expect to incur substantial and increasing losses in future periods. Our total cash in the bank was $894,861 and $515,253 as of April 30, 2020 and 2019, respectively. Our net loss was $3,826,888 and $4,067,228 for the years ended April 30, 2020 and 2019, respectively. Cash flows from investing activities were $0 for the years ended April 30, 2020 and 2019. Net cash provided by financing activities was $2,725,848 and $2,342,500 for the years ended April 30, 2020 and 2019, respectively. For more information, see the discussion under the caption "-Discussion of Operating, Investing and Financing Activities" in this Item 7.









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Our ability to successfully pursue our business is subject to certain risks and uncertainties, including, among other things, uncertainty of product development, uncertainty of FDA approval of our IND when submitted to the FDA, need to raise additional capital to fund our various studies and FDA submissions, competition from third parties, uncertainty of capital availability, in particular, when we lose the ability to utilize our S-3 registration statement upon the filing of this Report, uncertainty in our ability to enter agreements with collaborative partners, dependence on third parties and dependence on key personnel. We plan to finance future operations with a combination of proceeds from the issuance of equity, debt, licensing fees and revenues from future product sales, if any. We have not generated positive cash flows from operations. There are no assurances that we will be successful in obtaining an adequate level of funding for the development and commercialization of our product candidates.

We do not believe there are trends, events or uncertainties that have, or are reasonably likely to have, a material effect on our short-term or long-term liquidity. Our R&D activities are scalable. This means that we can increase or decrease the expenses associated with our planned preclinical studies and clinical trials based on our available cash. We have no contractual obligations to perform preclinical studies or clinical trials. For the time being, the principal source of our cash is the sale of our common stock in registered offerings and private placements. However, there are no assurances that such sales will be sufficient to fund our planned clinical trial and other R&D costs.

The Statement of Cash Flow is the focal point for our liquidity, although the exercising of warrants and/or options at appropriate times by our investors, consultants, officers and directors will have potentially important positive effects on our liquidity. We also believe that the relationship between changes in operating results may induce changes in liquidity. For example, we may experience material changes in working capital components due to the acquisition of new capital through the "at-the-market" facility described below and the conversion of warrants and/or options by our investors, consultants, officers and directors. We rely solely on working capital as our liquidity indicator, since we do not presently have any open credit lines; however, we may try to obtain credit lines or other credit facility in the future. Further, as has often been a part of our mechanism to maintain overall liquidity, internal sources of liquidity from others associated with us may be utilized when needed.

We do not utilize any advanced methodology of cash management beyond paying our normal expenses.

On February 22, 2018, we entered into a financial advisory offering and an "at the market offering" engagement agreement ("Aeon Agreement") with Aeon Capital, Inc. ("Aeon") pursuant to which Aeon agreed to use its reasonable best efforts to act as our agent for the sale of up to $25,000,000 of our common stock in "at-the-market," or privately negotiated transactions, or transactions structured as a public offering of a distinct block or blocks of the shares of our common stock ("Block Trades"). In connection with a transaction deemed to be an "at the market offering", we agreed to pay Aeon a cash fee of 3% of the aggregate sales price from the sale of shares of our common stock. In connection with a transaction structured as a Block Trade, we agreed to pay Aeon a cash fee of 7% of the aggregate sales price of any Block Trade sold under the Aeon Agreement unless the Company introduced the investor to Aeon, in which event the fee is 4%, plus five-year warrants representing 5% of the number of shares of common stock sold at an exercise price equal to the price per share at which the shares were sold in the Block Trade. We also agreed to reimburse certain expenses of Aeon in an amount not to exceed $10,000. In addition, we agreed to provide Aeon with customary indemnification rights. The offering of the shares of our common stock will terminate upon the earliest to occur of: (i) the sale of all of the shares to be sold; or (ii) the termination of the Aeon Agreement by us or Aeon upon thirty days written notice prior to the effective date of the termination. Upon the filing of this Report, we will no longer be eligible to use the Form S-3 in at-the-market or Block Trade transactions until November 1, 2020.

Sales of our common stock will be made, if we are eligible under applicable law, under our second Registration Statement on Form S-3 filed on September 13, 2017 ("Second S-3") allowing for offerings of up to $50,000,000 in transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act or transactions structured as a public offering as a Block Trade.

From May 1, 2018 to April 30, 2020, the Company sold 495,027,195 shares of our common stock structured as a Block Trade. The issuance of these shares resulted in gross proceeds of approximately $4.9 million. Pursuant to the Aeon Agreement, we incurred fees to Aeon of $337,000 and provided warrant coverage of 5% of the number of shares sold with a five-year term of approximately 24.8 million warrant shares.

We require substantial additional capital to finance our planned business operations and expect to incur operating losses in the future due to the expenses related to our core businesses. We have not realized material revenue since we commenced doing business as a biotechnology company, and there can be no assurance that we will be successful in generating revenues in the future in this sector.









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As of April 30, 2020, we had approximately $895,000 in cash in our bank account at that time the cash expenditures were approximately $200,000 per month. Subsequent to the fiscal year end, the Company raised additional capital in the amount of approximately $4.7 million from Block Trades and "at-the-market" trades. As of the date of this Report, the Company had approximately $4.9 in the bank account.

We believe our cash on hand, potential sales of unregistered shares of our common stock and any public offerings of common stock in which we may engage in will provide sufficient capital to meet our capital requirements and to fund our operations through August 31, 2021.

We will continue to be dependent on outside capital to fund our research and operating expenditures for the foreseeable future. If we fail to generate positive cash flows or fail to obtain additional capital when required, we may need to modify, delay or abandon some or all our business plans.

Year ended April 30, 2020 compared to year ended April 30, 2019





Revenue


We had no revenues in the fiscal years ended April 30, 2020 and 2019.





Operating Expenses


The total operating expenses during the year ended April 30, 2020 decreased by $274,234 to $3,826,395 from $4,100,629 in the year ended April 30, 2019. The decrease is mainly attributable to a decrease in R&D costs, compensation expense and in consulting expense as we awarded less stock-based consulting fees and compensation in 2020 than in 2019.





                                                                       Change -
                                                     Year ended        Increase         Year ended
                                                      April 30,       (Decrease)         April 30,
Operating expenses:                                     2020          and Percent          2019
R&D                                                  $   301,221     $    (158,831 )    $   460,052
                                                                              (35% )

Compensation expense                                 $ 1,586,583     $      31,325      $ 1,555,258
                                                                                2%

Director fees                                        $   316,892     $     (89,920 )    $   406,812
                                                                              (22% )

General and administrative, legal and professional $ 1,621,699 $ (56,808 ) $ 1,678,507


                                                                               (3% )




Loss from Operations


Loss from operations during the year ended April 30, 2020 decreased by $274,234 to $3,826,395 from $4,100,629 in the year ended April 30, 2019. The decrease is mainly attributable to decreases in R&D costs, director fees and in consulting expense net of an increase in compensation expense.

Other Income (Expenses), Net

Other income for the year ended April 30, 2019 was $33,401 as compared to other expense, net of $493 in the year ended April 30, 2020. Other income for the year ended April 30, 2019, is attributable to the Australian research and development credit and the Goods and Services Tax ("GST") refund. The Australian research and development credits relate to qualified research and development expenditures incurred in Australia. An annual tax incentive schedule is filed with the Australian Taxation Office to apply for the credit. A GST refund request form is submitted to the Australian Taxation Office for the return of qualifying GST amounts paid in Australia.









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Discussion of Operating, Investing and Financing Activities

The following table presents a summary of our sources and uses of cash for the years ended April 30, 2020 and 2019.





                                              Year Ended       Year Ended
                                              April 30,        April 30,
                                                 2020             2019

Net cash used in operating activities: $ (2,338,373 ) $ (2,877,912 ) Net cash used in investing activities: $ - $ - Net cash provided by financing activities: $ 2,725,848 $ 2,342,500 Effect of currency rate exchange

$     (7,867 )   $     (9,133 )
Increase (decrease) in cash                  $    379,608     $   (544,545 )




Operating Activities:


The cash used in operating activities for the years ended April 30, 2020 and 2019 are a result of our net losses offset by securities issued for services and compensation, changes to prepaid expenses, accounts payable and accrued expenses.

Investing Activities: We had no investing activities for the years ended April 30, 2020 and 2019.





Financing Activities:



The cash provided from financing activities for the years ended April 30, 2020 and 2019 is mainly attributable to the proceeds from the sale of our common stock.

Off-Balance Sheet Arrangements

Except as described below, we have no off-balance sheet arrangements that could have a material current effect or that are reasonably likely to have a material adverse effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

On May 14, 2018, we entered into amendments to all of the material agreements with SG. Austria and Austrianova. See "Details of the Company's Material Agreements" above for a description of these amendments.

Critical Accounting Estimates and Policies

Our Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). We are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue and expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our Consolidated Financial Statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our Consolidated Financial Statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.









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Our significant accounting policies are discussed in Note 2 of the Notes to our Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data" of this Report. Management believes that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results and require management's most difficult, subjective or complex judgments resulting from the need to make estimates about the effects of matters that are inherently uncertain. Management has reviewed these critical accounting estimates and related disclosures with our Board.

Research and Development Expenses

R&D expenses consist of costs incurred for direct and overhead-related research expenses and are expensed as incurred. Costs to acquire technologies, including licenses, that are utilized in R&D and that have no alternative future use are expensed when incurred. Technology developed for use in our product candidates is expensed as incurred until technological feasibility has been established.





Stock-Based Compensation


Our stock-based compensation plans are described in Note 4 and 5 of the Notes of the Consolidated Financial Statements to this Report. We follow the provisions of ASC 718, Compensation - Stock Compensation ("ASC 718"), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees. Effective August 1, 2018, we adopted early ASU 2018-07 Compensation - Stock Compensation (Topic 718): - Improvements to Nonemployee Share-Based Payment Accounting, which simplified the guidance for accounting for nonemployee share-based payment transactions for acquiring goods and services from nonemployees.





Net Income (Loss) Per Share



Basic net income (loss) per share of common stock is computed using the weighted-average number of common stock shares outstanding. Diluted net income (loss) per share of common stock is computed using the weighted-average number of shares of common stock and shares of common stock equivalents outstanding. Potentially dilutive stock options and warrants to purchase 115,090,155 and 149,527,797 shares of common stock at April 30, 2020 and 2019, respectively, were excluded from the computation of diluted net income (loss) per share because the effect would be anti-dilutive.





New Accounting Pronouncements


For a discussion of all recently adopted and recently issued but not yet adopted accounting pronouncements, see "Recent Accounting Pronouncements" in Note 2 of our Notes to our Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data" of this Report.

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