NEUBASE THERAPEUTICS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-K)

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Disclosures Regarding Forward-Looking Statements

This Form 10-K includes "forward-looking statements" within the meaning of
Section 21E of the Exchange Act. Those statements include statements regarding
the intent, belief or current expectations of the Company and its subsidiaries
and our management team. Any such forward-looking statements are not guarantees
of future performance and involve risks and uncertainties, and actual results
may differ materially from those projected in the forward-looking statements.
These risks and uncertainties include but are not limited to those risks and
uncertainties set forth in Item 1A of this Form 10-K. In light of the
significant risks and uncertainties inherent in the forward-looking statements
included in this Form 10-K, the inclusion of such statements should not be
regarded as a representation by us or any other person that our objectives and
plans will be achieved. Further, these forward-looking statements reflect our
view only as of the date of this Form 10-K. Except as required by law, we
undertake no obligations to update any forward-looking statements and we
disclaim any intent to update forward-looking statements after the date of this
Form 10-K to reflect subsequent developments. Accordingly, you should also
carefully consider the factors set forth in other reports or documents that we
file from time to time with the SEC.

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Summary
NeuBase Therapeutics, Inc. ("NeuBase", "Company", "we", "us" and "our") is a
biotechnology company focused on significantly reducing the burden of
untreatable morbidity and mortality across the globe caused by rare and common
diseases.

To achieve this goal, we have designed, built, and validated a new precision
genetic medicines platform technology able to uniquely drug the double-stranded
human genome and address disease at the root of causality without many of the
limitations of early precision genetic medicine technologies.

We are poised to file our first Investigational New Drug ("INDs") applications
with the U.S. Food and Drug Administration ("FDA") beginning in calendar year
2022 and intend to scale into additional indications with increasing speed
and
efficiency.

Overview

Most diseases remain undruggable with current therapeutic modalities, leaving
millions of patients with limited options. These include rare diseases, cancers,
common chronic and infectious diseases. Most diseases are genetic, in whole or
in part, underscoring the critical importance of new medicines that can drug the
human genome for the future of health. Yet the genome has been difficult to
target with therapies due to its double-stranded structure which evolved to
protect the fidelity of this essential blueprint of life.

Genes in the genome are "transcribed" into RNA which are then usually
"translated" into proteins. As a result of our historical inability to drug the
genome directly to address root causality, the pharmaceutical industry moved
downstream, initially working to drug the protein products of genes. The
complexity associated with drugging proteins, each of which is a unique and
often dynamic molecular entity, has resulted in a drug development process that
is commonly inefficient, time-consuming, and expensive with low probabilities of
success. This strategy has, in part, resulted in high drug prices and a high
remaining burden of unmet patient need.

These issues could potentially be resolved by targeting the genetic material
itself instead of downstream protein products. Precision genetic medicines
represent a relatively new class of therapies that target genetic sequences that
are the root cause of diseases. While early precision genetic medicines
companies have proven that human disease can be addressed at the genetic level,
the nascent field remains fragmented with most technologies only able to address
a single causal genetic mechanism (either gain-of-function, change-of-function,
or loss-of-function of a gene). Most technologies still act downstream at the
RNA level and exhibit limitations relating to delivery, tolerability,
selectivity, manufacturability, durability of effect and scalability.

We have designed, built, and validated a new technology platform that can
uniquely Drug the Genome™ to address the three disease-causing mechanisms (i.e.,
gain-of-function, change-of-function, or loss-of-function of a gene), without
the limitations of early precision genetic medicines. The technology is
predicated on synthetic peptide-nucleic acid ("PNA") chemistry and can directly
engage the genome in a sequence-specific manner and address root causality of
diseases. These compounds operate by temporarily engaging the genome (or single
and double-stranded RNA targets, if desired) and interfering with cellular
machinery that process mutant genes to halt their ability to manifest a disease.
We have repeatedly demonstrated, in proof-of-concept preclinical animal studies
across FY2020 and FY2021, the ability to address multiple disease-causing genes,
and different causal mechanisms, to resolve the disease state without the
limitations of early genetic medicine technologies. These limitations, and the
data that illustrates that we have likely engineered them out of our platform to
potentially unlock broad impact across many diseases, are:

Delivery. Most of the early precision genetic medicine technologies are large and

heavily negatively charged, making it difficult for them to distribute widely

throughout the body to treat tissues that are affected by many diseases. This

often requires that they be injected locally, such as in the brain, probably

? limiting their ability to have a large-scale impact. We have designed and developed a

exclusive delivery technology that allows its small neutral load and

water soluble compounds to be administered using a patient friendly route such as

by subcutaneous injection and obtain a wide biodistribution, including in the

deep brain and cell nuclei.


Validating data. Pre-clinical non-human primate ("NHP") data presented in FY2020
illustrated the ability of a 5mg/kg systemic injection of the delivery shuttle
to distribute into every tissue examined at therapeutically relevant
concentrations, defined as concentrations which show activity in patient-derived
cell lines when coupled to a pharmacophore.  More recently, in FY2021, we
presented data illustrating that the delivery shuttle conjugated to a NT-0200
program compound could be injected subcutaneously into the HSALR transgenic
animal model of myotonic dystrophy type 1 ("DM1") and achieve both molecular and
functional rescue of myotonia in the distant tibialis anterior muscle group in
the transgenic animal. Also, in FY2021, we presented data that illustrate that
subcutaneous injection of the same delivery shuttle conjugated to a compound for
the NT-

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0100 program into the zQ175 transgenic animal model of Huntington's disease
("HD") could, within 7 days from first dose, cross the blood-brain barrier in
sufficient concentrations to engage the mutant gene target and reduce the
resultant protein levels from whole-brain isolates to a statistically
significant degree. This delivery shuttle is now utilized in all the current
therapeutic development programs to move payloads to various tissues that are
affected by diseases after patient-friendly routes of systemic administration.
Delivery of drugs across the blood-brain barrier and into muscle via a systemic
route has been a significant challenge in the industry.

Tolerability. Most of the early precision genetic medicine technologies triggered the

innate and / or acquired immune system, limiting their ability to reach

pharmacological doses or to be used repeatedly. For example, the delivery of

? negatively charged nucleic acid therapies often trigger the innate immune system

immune system and protein delivery often trigger the acquired immune system. Our

The technology is made up of fully synthetic compounds that have proven to be

“Immunologically inert”, potentially allowing them to be administered

chronically to Drug the Genome ™ temporarily during a patient’s life.


Validating data. We have illustrated good tolerability of a variety of compounds
across our various programs in rodent and NHP animal models across FY2020 and
FY2021, with both single and multi-dose administration. This data includes a
lack of an obvious acute immune response in NHPs which has been seen with other
early precision genetic medicines. Exploratory multi-species toxicology data
will be presented in our DM1 program in 1H2022 (calendar year).

Selectivity. Many technologies in the first precision genetic drugs

industry cannot distinguish between mutant gene sequences and their

homologous (“wild type”), nor between other very similar target sequences

in the cell. This potentially limits these technologies in their ability to

treat small disease-causing mutations such as single nucleotide changes

(“Point mutations”), which represent a large part of

? mutations and functional variants. Our technology can discriminate the point

mutations, which increases the space of opportunity. This ability comes from

the “rigid” nature of the backbone which does not tolerate the imperfect target

commitment. In addition, this single-base selectivity reduces the probability

that our compounds will engage with genes elsewhere in the genome that are

similar but not identical, potentially reducing adverse events triggered by

off target engagement (“OTE”).


Validating data. In FY2021 we presented data illustrating that we could achieve
near-perfect selectivity in engaging the mutant G12D copy of the KRAS gene vs.
the wild-type copy and inhibiting transcription and translation of the resultant
mutant protein production in vitro. When these compounds are delivered to
xenograft animal models with KRAS-mutation driven tumors, significant tumor
growth reductions and signaling through downstream effectors of the KRAS pathway
were measured while being well-tolerated as a gross measure of
allele-selectivity. In FY2021 we also presented data that illustrated
statistically significant allele-selective knock-down of mutant Huntingtin
("HTT") protein vs. healthy wild-type protein after subcutaneous injection into
the zQ175 transgenic animal model.

Manufacturing capacity. Many technologies in the first precision genetic drugs

the industry requires significant investments in custom manufacturing

infrastructures, and are therefore limited in their potential impact and scalability.

? Our technology uses established and fully commoditized manufacturing

process, both for the synthesis of small molecules and synthetic peptides (the

the combination of which is necessary for the manufacture of our compounds) which are

available with high redundancy and on a commercial scale.

Validating data. In FY2021 we nominated a development candidate for our DM1
program and initiated manufacturing scale up with several contract manufacturing
organizations ("CMOs") across the globe. Within a period of months, for
relatively low cost compared to the investment required to build bespoke
manufacturing facilities, we established redundancy in manufacturing for GLP and
GMP materials at a scale sufficient for our work through Phase 1/2 clinical
trials.

Durability. Many technologies in the early precision genetic drug industry

? can only be administered once, are often cleared by the immune system, or are

otherwise not sustainable in their effectiveness.


Validating data. We illustrated in preclinical studies in FY2020 that our
delivery shuttle when delivered systemically into NHPs, is rapidly taken up into
tissues across the body, and very slowly eliminated via the kidneys. Elimination
of the delivery shuttle occurred at approximately 4% of the administered dose
over the course of one week, promising an enduring response.

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   Scalability. Many technologies in the early precision genetic medicines
   industry are not truly scalable across a variety of indications, for the

reasons described above. As our goal is to provide solutions to those who suffer

of a wide variety of diseases around the world, we have specially designed a

scalable platform. We always address a single type of target for all therapies

programs (the genome), use the same delivery shuttle allowing

? pharmacokinetics (“PK”), absorption distribution metabolism and excretion

(“ADME”), dose, route and treatment regimens across programs, primarily use the

same chemistry producing similar therapeutic indices, are able to predict OTE a

a priori using bioinformatics and engineer around them before starting

development and leverage the development of manufacturing processes in all programs

so that the continuous learning of the platform has already created an increasing speed and

Efficiency.


Validating data. In FY2021 we launched a new set of programs in oncology
targeting the most prevalent and currently undruggable KRAS mutations. The
development of a series of hits was achieved with an order of magnitude higher
efficiency that with our first two programs, based on a deeper understanding of
the structure-activity relationships uncovered in our initial programs and use
of the same delivery shuttle for seamless in vivo pharmacologic testing.

As further validation of our PATrOL™ platform's capabilities, in FY2021, we
described data illustrating that our first-in-class platform technology can
address various types of causal insults by Drugging the Genome™ in animal models
of a variety of human diseases after patient-friendly routes of administration
and does so in a well-tolerated manner.

Based on what we believe is a solid foundation, FY2021 marked a transition from
a research-stage to a development-stage company. We established new research
laboratories and administrative offices in Pittsburgh, PA, expanded our pipeline
to include both rare disease and oncology, recruited clinical development and
Chemistry manufacturing and controls ("CMC") teams, established offices in
Cambridge, MA, nominated a development compound for our DM1 program, initiated
good manufacturing practice ("GMP") manufacturing scale up finalized the
formulation work for subcutaneous and intravenous routes, initiated PK/ADME
studies with the DM1 development candidate, and initiated PK/pharmacodynamics
("PD") studies to define the dosing regimen for initial human studies. In
addition, we have continued to optimize candidates for our HD and KRAS programs,
illustrating pharmacology in vivo in appropriate animal models of each.
Additionally, in FY2021 we developed a proprietary genetic disease database with
utility in prioritization of pipeline expansion and partnership opportunities.

We are developing precision genetic medicines targeting rare, monogenic
diseases, for which there are no approved therapies, as well as more common
genetic disorders, including cancers that are resistant to current therapeutic
approaches. Our pipeline includes therapeutic candidates for the treatment of
DM1, HD, and cancer-driving point mutations in KRAS, G12V and G12D, which are
involved in many tumor types and have historically been "undruggable" (Figure
4).

Based on compelling results from in vitro and in vivo preclinical studies, we
plan to file an IND application for our DM1 investigational therapy in the
fourth quarter of CY2022. We are  targeting CY2023 to file an IND application
for an investigational therapy to treat Huntington's disease. Both are
devastating systemic diseases with no effective therapies. Our oncology program
has recently been announced (FY2021) together with in vivo activity illustrating
allele-selective engagement of mutant KRAS at the DNA and RNA levels, with
abrogation of downstream hyperactive signaling through multiple RAS pathway
members, resulting in anti-tumor activity. We continue to improve upon our
platform while concurrently developing programs, resulting in next-generation
compounds that continue to make their way through preclinical development in a
parallel manner. We have recently finalized an analysis of the entire known
mutational database and selected several additional high-value indications for
screening and development.

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                           [[Image Removed: Graphic]]

Figure 4. The initial pipeline in rare diseases and oncology, with learnings from the platform increasing the effectiveness and speed of additional undisclosed programs, both developed in-house and in discussions for the co- development with partners.

We are poised to file a series of IND applications for indications with large
unmet needs such as DM1, which is expected to reach IND application filing by
the end of CY2022, HD expected to reach IND application in CY2023 and cancers
(KRAS G12V and G12D mutations) likely thereafter.

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In advance of our first IND application filing in the fourth quarter of CY2022
and our subsequent planned transition to a clinical stage company in our
combined Phase 1/2 clinical trial in DM1, the following data sets are planned to
be disseminated:




Program    Calendar Year            Data Set                          Relevance
DM1        1H2022           Development candidate PK    Defines the exposures in muscle,
                            / ADME and                  heart, and brain after systemic
                            bioavailability in          administration to enable correct
                            wild-type model(s)          dosing for a whole-body solution
                            Development candidate PK    Defines the relationship between
                            / PD in transgenic          tissue exposures of the development
                            murine model(s)             candidate and molecular / functional
                                                        rescue of the disease to enable dose,
                                                        route, and regimen in the clinic
                            Development candidate       Illustrates the safety of the
                            exploratory toxicology      development candidate and defines the
                            in murine and NHP models    maximum tolerated dose; broader
                                                        platform

validation of tolerability for

                                                        other programs
           2H2022           GLP toxicology              Formalizes and extends upon the
                                                        exploratory toxicology work to enable
                                                        the IND filing
                            Mechanistic studies         Articulates details of the mechanism
                            including blood-brain       by which the development compound acts
                            barrier transit             and is differentiated
           4Q2022           IND filing with FDA         We have confidence that the
                                                        pharmacology and tolerability data
                                                        warrant a review by the FDA ideally
                                                        enabling first-in-human studies within
                                                        30 days
HD         1H2022           Reduction in mutant HTT     Further proves passage across the
                            aggregates in the brain     blood-brain barrier in sufficient
                            of transgenic murine        quantities and CNS distribution to
                            models(s) with systemic     reduce or eliminate the
                            route                       disease-causing neuronal HTT
                                                        aggregates via a systemic route of
                                                        administration
           2H2022           Functional rescue of        Connects the reduction of mutant HTT
                            transgenic murine           protein and reduction in neuronal
                            models(s) with systemic     aggregates to a reduction in the
                            route                       progress of the disease after a
                                                        systemic route
                            Development candidate       We believe the pharmacology and
                            nomination                  tolerability data support investment
                                                        into CMC scale up and IND-enabling
                                                        activities
           2023             IND filing with FDA         We have confidence that the
                                                        pharmacology and tolerability data
                                                        warrant a review by the FDA ideally
                                                        enabling first-in-human studies within
                                                        30 days
KRAS       2022             Optimization of             The properties of target engagement
                            candidates and              have been optimized for potency and
                            mechanistic studies         selectivity including temporal
                                                        dynamics of mutant KRAS reduction
                            In vivo pharmacology in     Articulates that systemic delivery
                            xenograft murine models     confers beneficial pharmacologic and
                                                        tolerability profiles and sets the
                                                        stage for development candidate
                                                        nomination




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Results of Operations

Operating results for the year ended September 30, 2021 reflect the following changes from the year ended September 30, 2020.

                                                                  Year Ended September 30,
                                                           2021              2020            Change
OPERATING EXPENSES
General and administrative expenses                   $   12,202,217    $   10,123,298    $   2,078,919
Research and development expenses                         11,475,201         6,946,008        4,529,193
Research and development expense- license acquired         2,888,029       
         -        2,888,029
TOTAL OPERATING EXPENSES                                  26,565,447        17,069,306        9,496,141
LOSS FROM OPERATIONS                                    (26,565,447)      (17,069,306)      (9,496,141)
OTHER INCOME (EXPENSE)
Interest expense                                            (32,330)           (7,686)         (24,644)
Interest income                                               12,550                 -           12,550
Change in fair value of warrant liabilities                  950,151         (453,808)        1,403,959
Equity in losses on equity method investment               (224,534)       
 (262,861)           38,327
Other income                                                 450,309           409,141           41,168
Total other expenses, net                                  1,156,146         (315,214)        1,471,360
NET LOSS                                              $ (25,409,301)    $ (17,384,520)    $ (8,024,781)




Until we are able to generate income, our management expects to continue to incur net losses.

General and administrative expenses

General and administrative expense consists primarily of legal and professional
fees, wages and stock-based compensation. General and administrative expenses
increased by $2.1 million for the fiscal year ended September 30, 2021, as
compared to the fiscal year ended September 30, 2020, primarily due to an
increase in employee head count and additional legal and professional services.

Research and development costs

Research and development expense consist primarily of professional fees,
manufacturing expenses, wages and stock-based compensation. Research and
development expenses increased by $4.5 million for the fiscal year ended
September 30, 2021, as compared to the fiscal year ended September 30, 2020,
primarily due to an increase in employee headcount and the ramp up of research
and development activities.

Research and development costs – Acquisition of Vera

Research and development expenses, Vera Acquisition consists of the fair value
of acquired Vera assets that were determined to represent in-process research
and development assets with no future alternative use. The in-process research
and development assets were expensed under the guidance of ASC 730, Research and
Development, upon the asset acquisition. No such expenses were incurred during
the fiscal year ended September 30, 2020.

Interest charges

Interest expense consists primarily of interest on notes payable and the loss on
sale of marketable securities. Interest expense increased for the fiscal year
ended September 30, 2021, as compared to the fiscal year ended September 30,
2020, primarily due to the sale of marketable securities prior to their
maturity.

Change in fair value of liabilities related to warrants

Change in fair value of warrant liabilities reflects the changes in warrant
liabilities. The change in fair value of warrant liabilities was primarily due
to changes in our stock price and contractual term of the warrants, which are
reflected in the warrant valuation.

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Equity in losses on investments according to the equity method

The Company accounts for its investment in DepYmed common shares using the
equity method of accounting and records its proportionate share of DepYmed's net
income and losses. Equity in losses for the years ended September 30, 2021 and
2020 was approximately $0.2 million and $0.3 million, respectively.

Other income

Other income during the year ended September 30, 2021 primarily reflects the
sale of certain intellectual property to DepYmed in exchange for shares of
Series A-4 preferred stock. Other income during the year ended September 30,
2020 reflects the Company's license and transfer of certain clinical trial data
during the year ended September 30, 2020.

Liquidity, capital resources and financial position

We have no revenues from product sales and have incurred operating losses since
inception. We historically have funded our operations through the sale of common
stock and the issuance of convertible notes and warrants. We expect to continue
to incur significant operating losses for the foreseeable future and may never
become profitable. As a result, we will likely need to raise additional capital
through one or more of the following: the issuance of additional debt or equity
or the completion of a licensing transaction for one or more of our pipeline
assets. Management believes that it has sufficient working capital on hand to
fund operations through at least the next twelve months from the date these
consolidated financial statements were issued.

Net working capital increased from the fiscal year ended September 30, 2020 to
the fiscal year ended September 30, 2021 by $21.1 million (to $50.7 million from
$29.7 million) primarily due to our April 2021 underwritten public offering of
9,200,000 shares of common stock, at a price to the public of $5.00 per share,
offset, in part, by costs for the development of our PATrOL™ platform technology
and lead programs. We received net proceeds from the offering of approximately
$42.6 million, after deducting the underwriting discounts and commissions and
other estimated offering expenses payable by us. Our quarterly cash burn has
increased significantly compared to prior periods due to increased research and
development activities. We anticipate that our cash needs will likely continue
to increase relative to prior periods as we increase our research and
development activities, and believe that our current cash balance will provide
sufficient capital to continue operations into the first calendar quarter of
2023.

At present, we have no bank line of credit or other fixed source of capital
reserves. Should we need additional capital in the future, we will be primarily
reliant upon a private or public placement of our equity or debt securities, or
a strategic transaction, for which there can be no warranty or assurance that we
may be successful in such efforts. If we are unable to maintain sufficient
financial resources, our business, financial condition and results of operations
will be materially and adversely affected. This could affect future development
and business activities and potential future clinical studies and/or other
future ventures. Failure to obtain additional equity or debt financing will have
a material, adverse impact on the Company's business operations. There can be no
assurance that we will be able to obtain the needed financing to achieve our
goals on acceptable terms or at all.

Obligations and contractual commitments

Leases

In October 2020, we entered into a ten-year operating lease agreement with
annual escalating rental payments for approximately 14,189 square feet of office
and laboratory space in Pittsburgh, Pennsylvania. The leased premises serves as
our headquarters. The first and second amendments to the lease agreement were
executed in December 2020 and April 2021, respectively (collectively with the
lease agreement, the "Lease"). The Lease commenced on May 1, 2021 and will last
for a period of ten years from delivery of the leased premises to the Company,
unless earlier terminated in accordance with the Lease. We have the right to
extend the term of the Lease for an additional five-year term. We will pay an
escalating base rent over the life of the Lease of approximately $71,000 to
$78,000 per month, and we will pay our pro rata portion of property expenses and
operating expenses for the property.

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Cash Flow Summary

The following table summarizes selected items in our consolidated statements of
cash flows:


                                                        Year Ended
                                                       September 30,
                                                  2021              2020

Net cash used in operating activities $ (18 873 684) (10,710,071) $
Net cash used in investing activities

           (2,563,467)         

(716,820)

Net cash flow generated by financing activities 42 338 255 33 105 208 Net increase in cash and cash equivalents $ 20,901,104 $ 21,678,317




Operating Activities

Net cash used in operating activities was approximately $18.9 million for the
fiscal year ended September 30, 2021 as compared to $10.7 million for the fiscal
year ended September 30, 2020. Net cash used in operating activities in 2021 was
primarily as a result of our net loss as well as the change in the fair value of
warrant liabilities, gain on sale of intellectual property and cash used for the
security deposit and prepaid insurance, other prepaid expenses and current
assets, including prepayment of rent under our new operating lease for office
and laboratory space, offset by the research and development costs for the Vera
acquisition, stock-based compensation expense and other changes in operating
assets and liabilities. Net cash used in operating activities in 2020 was
primarily as a result of our net loss, offset by stock based compensation and
changes in operating assets and liabilities.

Investment activities

Net cash used in investing activities was approximately $2.6 million for the
fiscal year ended September 30, 2021, as compared to $0.7 million for the fiscal
year ended September 30, 2020. Net cash used in investing activities in the
fiscal year ended September 30, 2021 was due to cash paid for the Vera
acquisition and the purchases of laboratory equipment. Net cash used in
investing activities in the fiscal year ended September 30, 2020 was the result
of purchases of laboratory and office equipment.

Fundraising activities

Net cash provided by financing activities was approximately $42.3 million for
the fiscal year ended September 30, 2021, as compared to $33.1 million for the
fiscal year ended September 30, 2020. Net cash provided by financing activities
for the fiscal year ended September 30, 2021 reflects the proceeds from the
issuance of common stock of $42.6 million, net of issuance costs, and the
principal payments of financed insurance. Net cash provided by financing
activities for the fiscal year ended September 30, 2020 reflects the proceeds
from the issuance of common stock of $33.3 million, net of issuance costs, and
the principal payments of financed insurance

Recent accounting standards

See note 2 to our consolidated financial statements for a discussion of recent accounting standards and their effect, if any, on us.

Critical accounting estimates

Our management's discussion and analysis of our financial condition and results
of operations is based on our financial statements, which have been prepared in
accordance with United States generally accepted accounting principles ("GAAP").
The preparation of these financial statements requires us to make estimates,
judgments and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities as of the date of
the balance sheet and the reported amounts of expenses during the reporting
period. In accordance with GAAP, we evaluate our estimates and judgments on an
ongoing basis. The most significant estimates relate to the valuation of
share-based compensation, the valuation of licenses, the fair value of warrant
liabilities and the valuation allowance of deferred tax assets resulting from
net operating losses. We base our estimates and assumptions on current facts,
our limited historical experience from operations and various other factors that
we believe are reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

We define our critical accounting policies as those accounting principles that
require it to make subjective estimates and judgments about matters that are
uncertain and are likely to have a material impact on our financial condition
and results of operations, as well as

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the specific manner in which we apply those principles. While our significant
accounting policies are more fully described in Note 2 to our financial
statements appearing elsewhere in this Form 10-K, we believe the following are
the critical accounting policies used in the preparation of our financial
statements that require significant estimates and judgments:

Fair value of financial instruments

In accordance with Accounting Standards Codification ("ASC") 820, the carrying
value of cash and cash equivalents, accounts payable and notes payable
approximates fair value due to the short-term maturity of these instruments.
ASC 820 clarifies the definition of fair value, prescribes methods for measuring
fair value, and establishes a fair value hierarchy to classify the inputs used
in measuring fair value as follows:

? Level 1 – Quoted prices in active markets for identical assets or liabilities

on the date of declaration.

Level 2 – Price inputs are based on quoted prices for similar instruments in

active markets, quoted prices of identical or similar instruments on the markets

? which are not active, model-based evaluation techniques for which all

significant assumptions are observable in the market or can be corroborated by

   observable market data for substantially the full term of the assets or
   liabilities.

Level 3 – Price entries are generally unobservable and include situations

where there is little or no market activity for the investment. The entrees

in determining fair value require management judgment or

? estimate of the assumptions that market participants would use to set the price

active or passive. Fair values ​​are therefore determined using factors

which involve considerable judgment and interpretations, including but not

limited to private and public comparable third-party valuations, updated

cash flow models and fund manager estimates.

As of September 30, 2021, the fair value of outstanding warrant liabilities
measured at fair value on a recurring basis was $0 million. The warrant
liabilities are valued using Level 3 valuation inputs. At September 30, 2020,
the fair value of outstanding warrant liabilities measured at fair value on a
recurring basis was $1.0 million.

From September 30, 2021 and 2020, the recorded values ​​of cash and cash equivalents, accounts payable and insurance bill payable approximate fair values ​​due to the short-term nature of the instruments.

Research and development

Research and development expenses are expensed in the statement of operations as
incurred in accordance with the Financial Accounting Standards Board ("FASB")
ASC 730, Research and Development. Research and development expenses consist of
salaries and related benefits for personnel in research and development
functions, including stock-based compensation and benefits and fees paid to
consultants and contract research organizations for preclinical development work
on our PATrOL™ platform and programs, as well as other costs. During the fiscal
year ended September 30, 2021 and 2020, we incurred $11.5 million and $6.9
million in research and development expenses.

Share-based compensation

We expense stock-based compensation to employees, non-employees and board
members over the requisite service period based on the estimated grant-date fair
value of the awards and actual forfeitures. We account for forfeitures as they
occur. Stock-based awards with graded-vesting schedules are recognized on a
straight-line basis over the requisite service period for each separately
vesting portion of the award.

We estimate the fair value of stock option grants using the Black-Scholes option
pricing model, and the assumptions used in calculating the fair value of
stock-based awards represent management's best estimates and involve inherent
uncertainties and the application of management's judgment. We were historically
a private company and in certain instances lack sufficient company-specific
historical and implied volatility information. Therefore, in instances where we
lack sufficient company-specific historical information we estimates our
expected stock volatility based on the historical volatility of a publicly
traded set of peer companies. The expected term assumption for employee grants
is based on a permitted simplified method, which is based on the vesting period
and contractual term for each tranche of awards. The mid-point between the
weighted-average vesting term and the expiration date is used

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as the expected term under this method. The risk-free interest rate is
determined by reference to the U.S. Treasury yield curve in effect for time
periods approximately equal to the expected term of the award. Expected dividend
yield is zero based on the fact that we have never paid cash dividends and does
not expect to pay any cash dividends in the foreseeable future.

All stock-based compensation costs are recognized in general and administrative or research and development expenses in the consolidated statements of earnings depending on the role of the underlying person within the Company.

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred
income taxes are recorded for temporary differences between financial statement
carrying amounts and the tax basis of assets and liabilities. Deferred tax
assets and liabilities reflect the tax rates expected to be in effect for the
years in which the differences are expected to reverse. A valuation allowance is
provided if it is more likely than not that some or all of the deferred tax
assets will not be realized.

We also follow the provisions of accounting for uncertainty in income taxes
which prescribes a model for the recognition and measurement of a tax position
taken or expected to be taken in a tax return, and provides guidance on
derecognition, classification, interest and penalties, disclosure and
transition. In accordance with this guidance, tax positions must meet a more
likely than not recognition threshold and measurement attribute for the
financial statement recognition and measurement of tax position.

Our policy is to record interest and penalties related to income taxes as income tax expense in the accompanying consolidated statements of earnings.

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