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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that
involve substantial risks and uncertainties. All statements, other than
statements of historical fact, included in this report regarding our strategy,
future operations, future financial position, future revenues, projected costs,
prospects and plans and objectives of management are forward-looking statements.
The words "anticipates," "believes," "estimates," "expects," "intends," "may,"
"plans," "projects," "will," "would" and similar expressions are intended to
identify forward-looking statements, although not all forward-looking statements
contain these identifying words.



We have based these forward-looking statements on our current expectations and
projections about future events. Although we believe that the expectations
underlying our forward-looking statements are reasonable, these expectations may
prove to be incorrect, and all of these statements are subject to risks and
uncertainties. Therefore, you should not place undue reliance on our
forward-looking statements. You should understand that the following important
factors could affect our future results and could cause those results or other
outcomes to differ materially from those expressed or implied in our
forward-looking statements:



We have based these forward-looking statements on our current expectations and
projections about future events. Although we believe that the expectations
underlying our forward-looking statements are reasonable, these expectations may
prove to be incorrect, and all of these statements are subject to risks and
uncertainties. Therefore, you should not place undue reliance on our
forward-looking statements. You should understand that the following important
factors could affect our future results and could cause those results or other
outcomes to differ materially from those expressed or implied in our
forward-looking statements:



Our limited operating history and no turnover, on which to assess our capacity

to meet our business objective and projected cash flow requirements and forecasts

future income, operations and expenses;

· Our potential ability to obtain additional financing on favorable terms;

· The potential liquidity and trading of our government securities;

The extent to which we acquire or invest in companies, products and

technologies; the scope, progress, results and costs of our clinical trials of

our drug and medical device candidates;

Our ability to successfully integrate our acquired products and technologies

in our business, including the possibility that the expected benefits of

transactions will not be fully completed by us or may take longer to complete

provided that ;

· The safety and efficacy of our product candidates;

· The conduct and timing of clinical trials;

· The costs, timing and results of the regulatory review of our product candidates;

The schedule of submissions and the decisions taken by the Food and Drugs from the United States

Administration (FDA) and other regulatory bodies, related to our product

candidates to the satisfaction of the FDA and other regulatory agencies;

Our ability to successfully obtain, maintain and enforce patents and

other protection of intellectual property or regulatory exclusivity of our product

candidates and the ability to operate our business without violating

intellectual property rights of third parties;

The costs of preparing, filing and pursuing patent applications and

maintain, enforce and defend intellectual property claims;

· The emergence of competing technologies and other adverse market developments;

· The impact of the COVID-19 pandemic;

· Changes in accounting standards; and

The other risks and uncertainties mentioned here, in our annual report on

Form 10-K filed with the SECOND at November 16, 2020 and our other documents with

   the SEC.




Many possible events or factors could affect our future financial results and
performance and could cause actual results or performance to differ materially
from those expressed, including those risks and uncertainties described in Part
I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended
July 31, 2020 ("2020 Annual Report") and those described from time to time in
our future reports filed with the Securities and Exchange Commission (the
"SEC"). We believe these risks and uncertainties could cause actual results or
events to differ materially from the forward-looking statements that we make.
Should one or more of these risks and uncertainties materialize, or should
underlying assumptions, projections or expectations prove incorrect, actual
results, performance or financial condition may vary materially and adversely
from those anticipated, estimated or expected. Our forward-looking statements do
not reflect the potential impact of future acquisitions, mergers, dispositions,
joint ventures or investments that we may make. We do not assume any obligation
to update any of the forward-looking statements contained herein, whether as a
result of new information, future events or otherwise, except as required by
law. In the light of these risks and uncertainties, the forward-looking events
and circumstances discussed in this report may not occur, and actual results
could differ materially from those anticipated or implied in the forward-looking
statements.







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Overview



Our business model is to develop or acquire medical related products, engage
third parties to manufacture such products and then distribute the products
through various distribution channels, including third parties. We have made
investments in four different life saving technologies: the CardioMap® heart
monitoring and screening device; the Save a Life choking rescue device; a unique
neurosteroid drug compound intended to treat rare brain disorders; and a drug
compound intended to tread mild traumatic brain disorder (concussion).



We intend to acquire other technologies and assets and plan to be a
trans-disciplinary product development company involved in the discovery,
development and commercialization of products and technologies that may be
applied over various medical markets. We intend to license, improve and develop
our products and identify and select distribution channels. We intend to
establish agreements with distributors to get products to market quickly, as
well as to undertake and engage in our own direct marketing efforts. We will
determine the most effective method of distribution for each unique product that
we include in our portfolio. We intend to engage third-party research and
development firms who specialize in the creation of our products to assist us in
the development of our own products We intend to apply for trademarks and
patents once we have developed proprietary products.



We are not currently selling or marketing any products. Our products are in
various stages of development and Food and Drug Administration ("FDA") clearance
or approval to market our products will be required in order to sell them in the
United States.



Recent Funding



Private Placements
In February 2021, we sold a total of 960,834 shares of our common stock to 11
accredited investors for total proceeds of $689,500. Warrants for 960,834 shares
our common stock were issued to the investors with an average exercise price of
$1.23. The warrants expire six months from the date of closing and have a fair
value of $426,273.



In March 2021, we sold 525,000 Units at $1.00 per unit to 17 accredited
investors for total proceeds of $525,000. Each Unit consisted of one share of
our common stock and a right to purchase one share of our common stock $2.00.
These rights expire one year from the date of closing and have a fair value
of
$250,950.


In June 2021, we sold 500,000 shares of our common stock at $0.59 per share
along with a five-year share purchase warrant exercisable for 500,000 shares of
our common stock at a price of $1.00 per share for total an aggregate purchase
price of $295,000 to an accredited investor which also provided certain
consulting services to the Company. The purchase price was paid with $250,000
cash and the satisfaction of $45,000 of amounts due to the investor for its
consulting services.



LGH

On December 11, 2020, we entered into a Securities Purchase Agreement ("2020 LGH
Agreement") with LGH Investments, LLC ("LGH"), pursuant to which we entered into
a $165,000 face value convertible promissory note which bore interest at a
one-time rate of 8.0% applied to the face value and was due September 11, 2021
(the "2020 Note"). We received $150,000 from the issuance of the 2020 Note and
incurred a $15,000 original issue discount and $7,500 of closing costs, which
were being amortized over the life of the note.



On March 5, 2021, LGH notified us of their intent to convert their $165,000
convertible promissory note plus $13,200 of interest. We negotiated with them to
convert $89,100 of the total into 594,000 shares of our common stock and paid
the remaining $89,100 in cash.



On April 5, 2021, we entered into a Securities Purchase Agreement ("2021 LGH
Agreement") with LGH pursuant to which we entered into a $1,050,000 face value
convertible promissory note which bears interest at a one-time rate of 8.0%
applied to the face value and is due February 5, 2022 (the "2021 Note"). We
received $1,000,000 net cash from the issuance of the 2021 Note and incurred a
$50,000 original issue discount and $30,000 closing costs, which are being
amortized over the life of the 2021 Note. See Note 5 of Notes to Financial
Statements for additional information.



The value of the 1,134,000 warrants was $877,716, of which $423,003 was
allocated as debt discount and the value of the 100,000 shares of common stock
was $85,000 of which $40,965 was allocated as the fair value of the common
shares, for a total value of $463,968 which is being amortized over the life of
the Note.







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Labrys and Lincoln Park

In August 2020, we have entered into two funding agreements as follows:



One with Labrys Fund, LP, which provided us with $315,000 of cash in exchange
for a $350,000 promissory note and 420,000 shares of our common stock. See Note
5 of Notes to Financial Statements for additional information.



The second arrangement was with Lincoln Park Capital Fund, LLC ("Lincoln Park"
or "LPC") pursuant to which Lincoln Park agreed to purchase up to $10,250,000
worth of our common stock over a 36-month period in exchange for 793,802 shares
of our common stock with a value of $369,118. Lincoln Park made an initial
purchase of 602,422 shares of our common stock for $250,000, and additional
purchases through June 21, 2021 for a total of 2,153,326 shares for $1,471,475.
See Note 8 of Notes to Financial Statements for additional information.



On December 4, 2020, our registration statement on Form S-1 for the registration
of shares to be sold to Lincoln Park was declared effective by the Securities
and Exchange Commission.



We intend to use the proceeds from all of the agreements for general corporate
purposes, including for working capital, capital expenditures and for funding
additional preclinical development and potentially future clinical development
of our pipeline candidates.



Asset Purchase Agreement


On January 7, 2021, we entered into an Asset Purchase Agreement (the "APA") with
Prevacus, Inc. ("Prevacus"), pursuant to which we will purchase the assets and
all of the rights, interests and intellectual property in a certain drug program
(PRV-002) for treating mild brain trauma (concussion) and the delivery device
(the "Asset") in exchange for (i) 7,000,000 shares of our common stock plus (ii)
the Milestone Consideration, if any.



On March 1, 2021, our APA with Prevacus closed and we issued 6,000,000 shares of
our common stock valued at the fair market value of $1.18 per share for the
stock granted on the date of acquisition for $7,080,000. In addition, 1,000,000
shares of our common stock valued at $1.18 per share for $1,180,000 was recorded
as a component of Additional Paid in Capital for the probability of earning the
Milestone Consideration of first dosing in a Phase I Clinical Trial. In
addition, we withheld 1,000,000 shares of our common stock valued at $1.18 per
share, for $1,180,000, in exchange for our payment of certain liabilities of
Prevacus. We determined that in accordance with Financial Accounting Standards
Board ("FASB") Accounting Standards Codification ("ASC") Topic 730 Research and
Development (ASC 730-10-25-2(c)) and pursuant to ASC 730-10-25-2(c), intangibles
purchased from others for use in particular research and development projects
and that have no alternative future use in research and development or
otherwise, represent costs of research and development as acquired, and
therefore are expensed when incurred. On March 1, 2021, the date of acquisition,
we expensed $9,440,000 as In-process research and development. At April 30,
2021, our Asset purchase liability account balance was $1,125,026. The net
change in the Asset purchase liability account will be released as shares at
$1.18 per share once all liabilities have been paid.









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Going Concern



Substantial doubt exists as to our ability to continue as a going concern based
on the facts that we may not have adequate working capital to finance our
day-to-day operations and we do not have any sources of revenue. We had an
accumulated deficit of $42,833,232 as of April 30, 2021 and cash of $1,378,225.
Management's plans include engaging in further research and development and
raising additional capital in the short term to fund such activities through
sales of its common stock. Our continued existence depends on the success of our
efforts to raise additional capital necessary to meet our obligations as they
come due and to obtain sufficient capital to execute our business plan.



We may obtain capital primarily through issuances of debt or equity or entering
into collaborative arrangements with corporate partners. There can be no
assurance that we will be successful in completing additional financing or
collaboration transactions or, if financing is available, that it can be
obtained on commercially reasonable terms. If we are not able to obtain
additional financing on a timely basis, we may be required to further scale down
or cease the operation of our business. The issuance of additional equity
securities by us could result in a significant dilution in the equity interests
of our current stockholders. Obtaining commercial loans, assuming those loans
would be available, will increase our liabilities and future cash commitments.
Our financial statements do not include adjustments that might result from
the
outcome of this uncertainty.



For the foreseeable future, we expect to experience continuing operating losses
and negative cash flows from operations as our management executes our current
business plan. The cash of $1,378,225 available at April 30, 2021, may not
provide enough working capital to meet our current operating expenses through
June 21, 2022.



If we are unable to raise additional capital by June 21, 2022, we will adjust
our current business plan. Due to the unknown and volatile nature of the stock
price and trading volume of our common stock, is it is difficult to predict the
timing and amount of availability pursuant to our equity line of credit with LPC
(see Note 8 of Notes to Financial Statements). Given our recurring losses,
negative cash flow, accumulated deficit, and the impact of COVID-19, there is
substantial doubt about our ability to continue as a going concern.



Impact of COVID-19


The COVID-19 global pandemic has had an unfavorable impact on our business
operations. Mandatory closures of businesses imposed by the federal, state and
local governments to control the spread of the virus are disrupting the
operations of our management, business and finance teams. In addition, the
COVID-19 outbreak has adversely affected the U.S. and global economies and
financial markets, which may result in a long-term economic downturn that could
negatively affect future performance and our ability to secure additional debt
or equity funding.


Main accounting policies and use of estimates



During the nine months ended April 30, 2021, there were no significant changes
to our significant accounting policies and estimates are described in Note 2.
Summary of Significant Accounting Policies included in Part II, Item 8. of our
Annual Report on Form 10-K for the year ended July 31, 2020, which was filed
with the Securities and Exchange Commission on November 16, 2020.









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Results of Operations



We do not currently sell or market any products and we did not have any revenue
in the three or nine-month periods ended April 30, 2021 or 2020. We will
commence actively marketing products after the products and drugs in development
have been FDA cleared or approved, but there can be no assurance, however, that
we will be successful in obtaining FDA clearance or approval for our products.



                     Three Months Ended April 30,               $                 %             Nine Months Ended April 30,               $                %
                        2021                 2020            Change            Change             2021                2020             Change            Change
General and
administrative
expense           $       2,654,320          867,665      $   1,786,655            206%            3,813,380         2,690,140      $   1,123,240             42%
In-process
research and
development               9,440,000                -          9,440,000            100%            9,440,000                 -          9,440,000            100%
Net operating
Loss                     12,094,320          867,665         11,226,655           1294%           13,253,380         2,690,140         10,563,240            393%
Loss from
operations              (12,094,320 )       (867,665 )      (11,226,655 )         1294%          (13,253,380 )      (2,690,140 )      (10,563,240 )          393%
Interest
expense                     357,370          131,610            225,670            172%              779,124           326,692            452,432            138%
Other income                (50,000 )              -            (50,000 )          100%              (50,000 )               -            (50,000 )          100%
Net loss                (12,401,690 )       (999,275 )      (11,402,415 )         1141%          (13,982,504 )      (3,016,832 )      (10,965,672 )          363%
Basic and
diluted net
loss per share                (0.13 )          (0.01 )            (0.12 )         1200%                (0.15 )            0.03              (0.12 )          400%





General and administrative expenses



Our General and administrative expense includes salaries and related benefits
for employees in finance, accounting, sales, administrative and research and
development activities, as well as stock-based compensation, costs related to
maintaining compliance as a public company and legal and professional fees.



The changes in General and administrative expense in the three and nine months
ended April 30, 2021 as compared to the same periods of 2020 were due to the
following:



                                                       Three months     Nine months
                                                       ended April      ended April
                                                         30, 2021         30, 2021
                                                       compared to      compared to
                                                       three months     nine months
                                                       ended April      ended April
                                                         30, 2020         30, 2020
Increase (decrease) in:
Board and stock expense                                $    677,428     $   (310,750 )
Business development and investor relations                 540,706        
 605,636
Consulting fees                                            (430,317 )       (577,311 )
Financing fees                                               94,912          161,718
Insurance expense                                            27,022           56,863
Legal and professional fees                                  62,998          327,303
Research and development                                    565,764          598,383
Wages                                                       210,340          228,597
Other                                                        37,802           32,801
                                                       $  1,786,655     $  1,123,240










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Board Stock expense increased in the three months ended April 30, 2021 compared
to April 30, 2020, due to the granting of RSUs to our officers, our Science and
Sports Advisory Boards, as well as options granted in connection with the
Prevacus APA that closed on March 1, 2021. The decrease in board stock expense
for the nine months ended April 30, 2021 compared to April 30, 2021, was due to
the vesting of Board RSU's in the first quarter 2021. Business development and
investor relations increase in the three and nine months ended April 30, 2021
compared to April 30, 2020 as a result of the issuance of common stock and fees
for services rendered. Consulting fees decreased for the three and nine months
ended April 30, 2021 primarily due to grants of RSU's and stock issued to
consultants in the three and nine months ended April 30, 2020 not incurred in
the three and nine months ended April 30, 2021. Financing fees increased for the
three and nine months ended April 30, 2021 due to expenses related to the debt
and equity financings during the periods. Research and development increased in
the three and nine months ended April 30,2021, primarily due to research and
development of the PRV-002 and Save a Life projects. Wages increased for the
three and nine months ended April 30, 2021 due to the increased headcount in
fiscal 2021.


Currently researching and development

In-process research and development in the three and nine month periods ended
April 30, 2021 included $9,440,000 of in-process research and development
expense in connection with the Prevacus APA that closed on March 1, 2021. See
Note 3 to Notes to Financial Statements for additional information.



Interest Expense


Interest expense includes interest on outstanding debt, as well as amortization of unamortized debt issuance costs and debt closing costs. Some information regarding the outstanding debt was as follows:


                                       Three Months Ended April 30,             Nine Months Ended April 30,
                                         2021                 2020               2021                 2020

Weighted average outstanding debt $ 573,977 $ 440,638 $ 532,667 $ 352,030
Weighted average interest rate

            8.90%                7.00%              8.90%                7.00%



The increases in interest expense for the three and nine months ended April 30,
2021, compared to the same periods of 2020 were due to the increased average
debt outstanding and higher average interest rates due to the issuance of debt
to Labrys in August 2020 and to LGH in December 2020 and April 2021, as
discussed above, as well as a $330,103 and a $718,989 increase, respectively, in
amortization of debt discount, beneficial conversion feature and closing costs.



Net Loss



Net loss increased in the three and nine months ended April 30, 2021 compared to
the same period of the prior year was due to increased General and
administrative expense and interest expense as discussed above, primarily due to
the $9,440,000 in-process research and development expense incurred with the
Prevacus agreement.









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Liquidity and capital resources

The following table shows the main sources and uses of cash:



                                              Nine Months Ended April 30,
                                                  2021               2020

Net cash used in operating activities $ (2,461,232) $ (340,453)
Net cash flow from financing activities 3,776,505,200,000




To date, we have financed our operations primarily through debt financing and
limited sales of our common stock. Our ability to continue to access capital
could be affected adversely by various factors, including general market and
other economic conditions, interest rates, the perception of our potential
future earnings and cash distributions, any unwillingness on the part of lenders
to make loans to us and any deterioration in the financial position of lenders
that might make them unable to meet their obligations to us. If these conditions
continue and we cannot raise funds through a public or private debt financing,
or an equity offering, our ability to grow our business may be negatively
affected. In such case, we may need to suspend the creation of new products
until market conditions improve.



Convertible Notes

At April 30, 2021, we had four convertible notes outstanding with an aggregate
principal balance of $95,000, unamortized debt discount of $2,696 and accrued
interest of $6,462. The notes bear interest at 7.0% annually and are due in May
2021, unless converted before such date. At the option of the holder, the
principal amount of the notes and any accrued interest may be converted into
shares of our common stock at a conversion price of $1.00 per share, or at a 10%
discount to the closing price on the day of conversion, but not lower than $0.80
per share. At maturity, we have the right to either pay off the notes and any
accrued interest or convert the notes and any accrued interest into shares
of
our common stock.



In May 2021, upon maturity, we converted the four convertible promissory notes
with an aggregate face value of $95,000 and aggregate accrued interest of $6,650
into 127,063 shares of our common stock as calculated by the conversion price of
the convertible promissory notes of $0.80 per share.



Conversion of convertible notes payable

On August 14, 2020, we converted a convertible promissory note with a face value
of $100,000 and accrued interest of $7,000 into 214,000 shares of our common
stock as calculated by the conversion price of the convertible promissory note
of $0.50 per share.



In February, March and April 2021, upon maturity, we converted five convertible
promissory notes with an aggregate face value of $230,000 and aggregate accrued
interest of $16,100 into 298,165 shares of our common stock as calculated by the
conversion price of the convertible promissory notes with a weighted average
conversion rate of $0.83 per share.









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LGH Promissory Notes



December 2020 Promissory Note
On December 11, 2020, we entered into a Securities Purchase Agreement with LGH
Investments, LLC, pursuant to which we entered into a $165,000 face value
convertible promissory note which bore interest at a one-time rate of 8.0%
applied to the face value and was due September 11, 2021 (. We received $142,500
net cash from the issuance of the 2020 Note and incurred a $15,000 original
issue discount and $7,500 closing costs, which were being amortized over the
life of the 2020 Note. The 2020 Note was convertible at a price of $0.15 per
share.


The LGH 2020 agreement included the issuance of a five-year exercise warrant for 470,000 shares of our ordinary shares at a price of $ 0.35
per share and 200,000 shares of our common stock.

The value of the 470,000 warrants was $82,720 and the value of the 200,000
shares of common stock was $40,000 for a total value of $112,720, which were
being amortized over the life of the 2020 Note as closing costs. Additionally,
100,000 shares valued at $44,000 were expensed as financing costs when incurred.



The conversion feature met the criteria for characterization as a beneficial
conversion feature and, accordingly, we allocated $19,780 of the proceeds to the
beneficial conversion feature, which was also being amortized over the life
of
the 2020 Note.


On March 5, 2021, LGH notified us of their intent to convert their $165,000
convertible promissory note plus $13,200 of interest. We negotiated with them to
convert $89,100 of the total into 594,000 shares of our common stock and paid
the remaining $89,100 in cash.



April 2021 Promissory note

On April 5, 2021, we entered into a 2021 LGH Agreement with LGH pursuant to
which we entered into a $1,050,000 face value convertible promissory note which
bears interest at a one-time rate of 8.0% applied to the face value and is due
February 5, 2022. We received $1,000,000 net cash from the issuance of the 2021
Note and incurred a $50,000 original issue discount and $30,000 closing costs,
which are being amortized over the life of the 2021 Note.



The 2021 ticket is convertible at the price of $ 1.00 per share. If an Event of Default occurs as defined in Note 2021, the Outstanding Balance will immediately increase to one hundred and twenty percent (120%) of the Outstanding Balance immediately prior to the occurrence of the Event of Default and the conversion price will be $ 1.00 per share.

The LGH 2021 agreement included the issuance of a five-year exercise warrant for 1,134,000 shares of our ordinary shares at a price of $ 0.95
per share and 100,000 shares of our common stock.



The value of the 1,134,000 warrants was $877,716, of which $423,003 was
allocated as debt discount and the value of the 100,000 shares of common stock
was $85,000 of which $40,965 was allocated as the fair value of the common
shares, for a total value of $463,968 which is being amortized over the life of
the Note.









  24






Labrys Note Payable

On August 14, 2020, we entered into a Securities Purchase Agreement (the "Labrys
SPA") with Labrys Fund, LP ("Labrys"), pursuant to which Labrys purchased a
$350,000 (the "Principal Amount") Self-Amortization Promissory Note (the "Note")
for $315,000 in cash with an original issuance discount of approximately 10%. In
consideration for entering into the Labrys SPA, we issued 420,000 shares (the
"Commitment Shares") of our common stock. 350,000 of the Commitment Shares (the
"Second Commitment Shares") will be returned to us if the Note is fully repaid
and satisfied on or prior to August 14, 2021. The Note bears interest at 12% per
year.


See note 5. of the notes to the financial statements for more information.

Settlement of the convertible promissory note

In February 2021, we settled a convertible promissory note with a face value of
$ 20,000 and accrued interest from $ 1,400 with total cash $ 21,400.

Note on PPP

On February 11, 2021, we received notice that the SBA Paycheck Protection
Program loan for $50,000 was forgiven. The $50,000 gain is reflected as Other
income on our Statements of Operations for the three and nine months ended
April
30, 2021.



Stock Sales to Lincoln Park
On August 14, 2020, we entered into a Purchase Agreement and a Registration
Rights Agreement with Lincoln Park Capital Fund, LLC. Pursuant to the LPC
Purchase Agreement, we have the right, in our sole discretion, to sell to LPC up
to $10,250,000 in shares of our common stock, from time to time over a 36-month
period. In consideration for entering into the LPC Purchase Agreement, we issued
793,802 shares to LPC.



Upon entering into the LPC Purchase Agreement, we sold 602,422 shares of our
common stock to LPC in an initial purchase for a total purchase price of
$250,000. From January 1, 2021 to June 21, 2021, we sold an additional 1,550,904
shares of our common stock to LPC for total proceeds $1,221,475.



From June 21, 2021, there was $ 8,778,525 remaining purchase availability. We paid AGP $ 97,718 related to these purchases.

See note 8 of the accompanying notes to the financial statements for more information.


Inflation


Inflation did not have a material impact on our business and results of operations during the reporting periods.

Off-balance sheet provisions

We do not have off-balance sheet arrangements.






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