THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
Condensed
Consolidated Balance Sheets
See
accompanying notes to condensed consolidated financial statements.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
Condensed
Consolidated Statements of Operations
(Unaudited)
See
accompanying notes to condensed consolidated financial statements.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
Condensed
Consolidated Statements of Changes in Shareholders’ Equity (Deficit)
(Unaudited)
| |
Common
Stock | | |
Additional Paid-in
| | |
Subscription | | |
Accumulated | | |
Total Shareholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Receivable | | |
Deficit | | |
Deficit | |
March
31, 2021 | |
| 2,244,453,070 | | |
$ | 2,244,453 | | |
$ | 7,481,248 | | |
$ | (21,000 | ) | |
$ | (11,219,724 | ) | |
$ | (1,515,023 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common
stock issued for services | |
| 3,500,000 | | |
| 3,500 | | |
| 167,900 | | |
| - | | |
| - | | |
| 171,400 | |
Common
stock issued for prepaid fees | |
| 500,000 | | |
| 500 | | |
| 26,500 | | |
| - | | |
| - | | |
| 27,000 | |
Common
stock issued for salaries | |
| 2,744,848 | | |
| 2,745 | | |
| 136,255 | | |
| - | | |
| - | | |
| 139,000 | |
Common
stock issued for cash | |
| 160,000 | | |
| 160 | | |
| 7,839 | | |
| - | | |
| - | | |
| 7,999 | |
Common
stock issued for prepaid expenses | |
| 500,000 | | |
| 500 | | |
| 22,700 | | |
| - | | |
| - | | |
| 23,200 | |
Common
stock issued for conversion of convertible notes, accrued interest, and derivative liabilities | |
| 7,663,763 | | |
| 7,664 | | |
| 238,786 | | |
| - | | |
| - | | |
| 246,450 | |
Relief
of derivative liabilities | |
| - | | |
| - | | |
| 240,687 | | |
| - | | |
| - | | |
| 240,687 | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (637,242 | ) | |
| (637,242 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
June
30, 2021 | |
| 2,259,521,681 | | |
$ | 2,259,522 | | |
$ | 8,321,915 | | |
$ | (21,000 | ) | |
$ | (11,856,966 | ) | |
$ | (1,296,529 | ) |
| |
Common
Stock | | |
Additional
Paid-in | | |
Subscription | | |
Accumulated | | |
Total
Shareholders’
Equity | |
| |
Shares | | |
Amount | | |
Capital | | |
Receivable | | |
Deficit | | |
(Deficit) | |
December
31, 2021 | |
| 2,311,123,860 | | |
$ | 2,311,125 | | |
$ | 10,899,139 | | |
$ | (21,000 | ) | |
$ | (13,994,246 | ) | |
$ | (804,982 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common
stock issued for services | |
| 16,000,000 | | |
| 16,000 | | |
| 391,200 | | |
| - | | |
| - | | |
| 407,200 | |
Common
stock issued for prepaid fees | |
| 6,000,000 | | |
| 6,000 | | |
| 142,820 | | |
| - | | |
| - | | |
| 148,820 | |
Common
stock issued for salaries | |
| 1,034,482 | | |
| 1,034 | | |
| 28,965 | | |
| - | | |
| - | | |
| 29,999 | |
Common
stock issued for cash | |
| 44,500,000 | | |
| 44,500 | | |
| 400,500 | | |
| - | | |
| - | | |
| 445,000 | |
Common
stock issued for license | |
| 149,402,390 | | |
| 149,402 | | |
| 2,958,168 | | |
| - | | |
| - | | |
| 3,107,570 | |
Common
stock issued for conversion of convertible notes, accrued interest and derivative liabilities | |
| 24,167,728 | | |
| 24,167 | | |
| 297,957 | | |
| - | | |
| - | | |
| 322,124 | |
Relief
of derivative liabilities | |
| - | | |
| - | | |
| 348,389 | | |
| - | | |
| - | | |
| 348,389 | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,791,680 | ) | |
| (1,791,680 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
June
30, 2022 | |
| 2,552,228,460 | | |
$ | 2,552,228 | | |
$ | 15,467,138 | | |
$ | (21,000 | ) | |
$ | (15,785,926 | ) | |
$ | 2,212,440 | |
| |
Common
Stock | | |
Additional Paid-in | | |
Subscription | | |
Accumulated | | |
Total Shareholders’ Equity | |
| |
Shares | | |
Amount | | |
Capital | | |
Receivable | | |
Deficit | | |
(Deficit) | |
March
31, 2022 | |
| 2,514,998,180 | | |
$ | 2,514,998 | | |
$ | 14,506,200 | | |
$ | (121,000 | ) | |
$ | (14,595,169 | ) | |
$ | 2,305,029 | |
Balance | |
| 2,514,998,180 | | |
$ | 2,514,998 | | |
$ | 14,506,200 | | |
$ | (121,000 | ) | |
$ | (14,595,169 | ) | |
$ | 2,305,029 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common
stock issued for services | |
| 16,000,000 | | |
| 16,000 | | |
| 391,200 | | |
| - | | |
| - | | |
| 407,200 | |
Common
stock issued for prepaid fees | |
| 6,000,000 | | |
| 6,000 | | |
| 142,820 | | |
| - | | |
| - | | |
| 148,820 | |
Common
stock issued for cash | |
| - | | |
| - | | |
| - | | |
| 100,000 | | |
| - | | |
| 100,000 | |
Common
stock issued for conversion of convertible notes, accrued interest and derivative liabilities | |
| 15,230,280 | | |
| 15,230 | | |
| 191,619 | | |
| - | | |
| - | | |
| 206,849 | |
Relief
of derivative liabilities | |
| - | | |
| - | | |
| 235,299 | | |
| - | | |
| - | | |
| 235,299 | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,190,757 | ) | |
| (1,190,757 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
June
30, 2022 | |
| 2,552,228,460 | | |
$ | 2,552,228 | | |
$ | 15,467,138 | | |
$ | (21,000 | ) | |
$ | (15,785,926 | ) | |
$ | 2,212,440 | |
Balance | |
| 2,552,228,460 | | |
$ | 2,552,228 | | |
$ | 15,467,138 | | |
$ | (21,000 | ) | |
$ | (15,785,926 | ) | |
$ | 2,212,440 | |
See
accompanying notes to condensed consolidated financial statements.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
Condensed
Consolidated Statements of Cash Flows
(Unaudited)
| |
| | |
| |
| |
For
the Six Months
Ended June
30, 2022 | | |
For
the Six Months
Ended June
30, 2021 | |
| |
| | |
| |
Cash
flows from operating activities | |
| | | |
| | |
Net
loss | |
$ | (1,791,680 | ) | |
$ | (824,165 | ) |
Adjustments
to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Stock-based
compensation to consultants | |
| 256,600 | | |
| 29,500 | |
Stock-based
compensation to related parties | |
| 150,600 | | |
| 141,900 | |
Loss
on derivative liabilities | |
| 109,716 | | |
| 432,553 | |
Change
in fair value of derivative liabilities | |
| (265,508 | ) | |
| (570,752 | ) |
Amortization
of prepaid stock-based compensation | |
| 624,165 | | |
| 40,438 | |
Amortization
of debt discount | |
| 313,917 | | |
| 248,238 | |
Patent
amortization | |
| 104,805 | | |
| 3,296 | |
Depreciation | |
| 2,326 | | |
| 1,331 | |
Changes
in operating assets and liabilities: | |
| | | |
| | |
Accounts
receivable | |
| (15,224 | ) | |
| (7,973 | ) |
Inventory | |
| (22,749 | ) | |
| (61,334 | ) |
Prepaid
expenses and other current assets | |
| 28,785 | | |
| 47,322 | |
Right-of-use
asset | |
| 12,654 | | |
| 12,270 | |
Accounts
payable | |
| (32,440 | ) | |
| 701 | |
Accounts
payable - related parties | |
| (2,566 | ) | |
| 2,513 | |
Accrued
expenses and other current liabilities | |
| 87,899 | | |
| 75,556 | |
Lease
liability | |
| (12,654 | ) | |
| (12,270 | ) |
Net
cash used in operating activities | |
| (451,354 | ) | |
| (440,876 | ) |
| |
| | | |
| | |
CASH
FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
Purchases
of property and equipment | |
| - | | |
| (237,365 | ) |
Purchase
of license | |
| (200,000 | ) | |
| - | |
Deposits | |
| - | | |
| 4,015 | |
Net
cash used in investing activities | |
| (200,000 | ) | |
| (233,350 | ) |
| |
| | | |
| | |
Cash
flows from financing activities | |
| | | |
| | |
Payments
on notes payable to related party | |
| (2,430 | ) | |
| (2,094 | ) |
Proceeds
from convertible notes payable | |
| 315,000 | | |
| 252,500 | |
Payments
on notes payable | |
| (2,186 | ) | |
| - | |
Proceeds
from sale of common stock | |
| 445,000 | | |
| 225,498 | |
Net
cash provided by financing activities | |
| 755,384 | | |
| 475,904 | |
| |
| | | |
| | |
Net
increase (decrease) in cash, cash equivalents and restricted cash | |
| 104,030 | | |
| (198,322 | ) |
Cash,
cash equivalents and restricted cash at beginning of period | |
| 104,259 | | |
| 262,349 | |
Cash,
cash equivalents and restricted cash at end of period | |
$ | 208,289 | | |
$ | 64,027 | |
| |
| | | |
| | |
Supplemental
cash flow information: | |
| | | |
| | |
Cash
paid for interest | |
$ | 229,126 | | |
$ | 1,133 | |
Cash
paid for income taxes | |
$ | 1,570 | | |
$ | 800 | |
| |
| | | |
| | |
Non-cash
investing and financing transactions: | |
| | | |
| | |
Original
issuance discount on convertible notes payable | |
$ | 22,500 | | |
$ | 14,750 | |
Debt
discount recorded in connection with derivative liability | |
$ | 315,000 | | |
$ | 252,500 | |
Common
stock issued in conversion of convertible notes payable and interest | |
$ | 670,513 | | |
$ | 487,137 | |
Common
stock issued for prepaid fees | |
$ | 148,820 | | |
$ | 199,500 | |
Common
stock issued for accrued salaries | |
$ | 29,999 | | |
$ | 199,000 | |
Accrued
interest added to principal | |
$ | 12,958 | | |
$ | 12,956 | |
Common
stock issued for license | |
$ | 3,107,570 | | |
$ | - | |
Common
stock issued for land development | |
$ | - | | |
$ | 23,200 | |
| |
| | | |
| | |
Reconciliation
of cash, cash equivalents and restricted cash to the consolidated balance sheets: | |
| | | |
| | |
Cash
and cash equivalents | |
$ | 197,286 | | |
$ | 53,804 | |
Restricted
cash | |
| 11,003 | | |
| 10,223 | |
Total
cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows: | |
$ | 208,289 | | |
$ | 64,027 | |
See
accompanying notes to condensed consolidated financial statements.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2022
Note
1 – Organization and Business Description
Therapeutic
Solutions International, Inc. (“TSI” or the “Company”) was organized August 6, 2007 under the name Friendly Auto
Dealers, Inc., under the laws of the State of Nevada. In the first quarter of 2011 the Company changed its name from Friendly Auto Dealers,
Inc. to Therapeutic Solutions International, Inc., and acquired Splint Decisions, Inc., a California corporation.
Business
Description
Currently,
the Company is focused on immune modulation for the treatment of several specific diseases. Immune modulation refers to the ability to
upregulate (make more active) or downregulate (make less active) one’s immune system.
Activating
one’s immune system is now an accepted method to treat certain cancers, reduce recovery time from viral or bacterial infections
and to prevent illness. Additionally, inhibiting one’s immune system is vital for reducing inflammation, autoimmune disorders and
allergic reactions.
TSOI
is developing a range of immune-modulatory agents to target certain cancers, schizophrenia, suicidal ideation, traumatic brain injury,
lung pathologies, and for daily health.
Cellular
Division – TSOI obtained exclusive rights to a patented adult stem cell for development of therapeutics in the area of chronic
traumatic encephalopathy (CTE) and traumatic brain injury (TBI) and Lung Pathology (LP).
The
stem cell licensed, termed “JadiCell” is unique in that it possesses features of mesenchymal stem cells, however, outperforms
these cells in terms of a) enhanced growth factor production; b) augmented ability to secrete exosomes; and c) superior angiogenic and
neurogenic ability.
Chronic
Traumatic Encephalopathy (CTE) is caused by repetitive concussive/sub-concussive hits to the head sustained over a period of years and
is often found in football players. The condition is characterized by memory loss, impulsive/erratic behavior, impaired judgment, aggression,
depression, and dementia. In many patients with CTE, it is anatomically characterized by brain atrophy, reduced mass of frontal and temporal
cortices, and medial temporal lobe. TSOI has previously filed several patents in the area of CTE based on modulating the brain microenvironment
to enhance receptivity of regenerative cells such as stem cells. On March 4, 2021 the Company received an IND Serial # 27377 for a clinical
trial of 10 patients with CTE.
On
August 4th, 2021, the Company announced clearance from the Food and Drug Administration (FDA) to initiate a Phase III pivotal trial for
registration of the Company’s JadiCell™ universal donor stem cell as a treatment for COVID-19 associated lung failure under
IND # 19757. In previous studies the Company has demonstrated the superior activity of JadiCell™ to other types of stem cells including
bone marrow, adipose, cord blood, and placenta. Furthermore, the JadiCell™ was shown to be 100% effective in saving the lives of
COVID-19 patients under the age of 85 in a double-blind placebo controlled clinical trial with patients in the ICU on a ventilator. In
patients over the age of 85 the survival rate was 91%.
In
addition, the Company has filed data with the FDA, as part of IND #17448, which demonstrated that treatment of cancer patients with StemVacs™
resulted in enhanced activity of a type of immunological cell called “natural killer” cells, otherwise known as “NK
cells.”
The
Company has also developed an allogenic version of StemVacs and has filed patents to cover activating universal donor immune system cells
called dendritic cells in a manner so that upon injection they reprogram the body’s NK cells.
Most
recently the Company announced filing of a patent for a new hybrid cell created by the Company capable of training the immune system
to kill blood vessels feeding cancer but sparing healthy blood vessels. These discoveries are an extension of previous findings from
the Company showing that StemVacs is capable of suppressing new blood vessel production.
On
May 9, 2022, the Company filed an Investigational New Drug Application for Treatment of Chronic Obstructive Pulmonary Disease (COPD)
Using JadiCell™ Universal Donor Adult Stem Cells under IND Serial # 28508.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2022
Management
does not expect existing cash as of June 30, 2022, to be sufficient to fund the Company’s operations for at least twelve months
from the issuance date of these financial statements. These financial statements have been prepared on a going concern basis which assumes
the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of June 30, 2022,
the Company has incurred losses totaling $1.8 million since inception, has not yet generated material revenue from operations, and will
require additional funds to maintain its operations. These factors raise substantial doubt regarding the Company’s ability to continue
as a going concern within one year after the consolidated financial statements are issued. The Company’s ability to continue as
a going concern is dependent upon its ability to generate future profitable operations and obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating
costs over the next twelve months through its existing financial resources and we may also raise additional capital through equity offerings,
debt financings, collaborations and/or licensing arrangements. If adequate funds are not available on acceptable terms, we may be required
to delay, reduce the scope of, or curtail, our operations. The accompanying consolidated financial statements do not include any adjustments
to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.
Note
2 – Basis of presentation and significant accounting policies
Basis
of Presentation
The
consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles
(“U.S. GAAP”). In the opinion of the Company’s management, the consolidated financial statements include all adjustments,
which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the
periods presented.
Principles
of Consolidation
The
accompanying consolidated financial statements include the accounts of Therapeutic Solutions International, Inc. and its wholly-owned
subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. No material activity in any
subsidiaries.
Revenue
Recognition
The
Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). In
accordance with ASC 606, the Company applies the following methodology to recognize revenue:
| 1) | Identify
the contract with a customer. |
| 2) | Identify
the performance obligations in the contract. |
| 3) | Determine
the transaction price. |
| 4) | Allocate
the transaction price to the performance obligations in the contract. |
| 5) | Recognize
revenue when (or as) the entity satisfies a performance obligation. |
ASC
606 provides that sales revenue is recognized when control of the promised goods or services is transferred to customers at an amount
that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company generally
satisfies performance obligations upon shipment of the product or service to the customer. This is consistent with the time in which
the customer obtains control of the product or service.
Returns.
We will gladly accept the return of products that are defective due to defects in manufacturing and/or workmanship.
Wholesale
policies:
Delivery.
The Goods shall be deemed delivered when Buyer has accepted delivery at the above-referenced location. The shipping method shall
be determined by Seller, but Buyer will not be responsible for shipping costs.
Purchase
Price & Payments. Seller agrees to sell the Goods to Buyer for Fifty Percent (50%) off Sellers listed retail price (see Exhibit
A). Seller will provide an invoice to Buyer at the time of delivery. All invoices must be paid, in full, within thirty (30) days. Any
balances not paid within thirty (30) days will be subject to a five percent (5%) late payment penalty. In the event Buyer exceeds the
aggregate of $500,000.00 worth of aforementioned products having been purchased, delivered, and paid for, Buyer will be entitled to an
additional Five Percent (5%) discount up to the aggregate of $750,000.00. In the event Buyer exceeds the aggregate of $750,000.00 worth
of aforementioned products having been purchased, delivered, and paid for, Buyer will be entitled to an additional Five Percent (5%)
discount up to the aggregate of $1,500,000.00. All future sales after initial $1,500,000 in aggregate purchases will be sold at 60% off
retail.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2022
Inspection
of Goods & Rejection. Buyer is entitled to inspect the Goods upon delivery. If the Goods are unacceptable for any reason, Buyer
must reject them at the time of delivery up to five (5) business days from the date of delivery. If Buyer has not rejected the Goods
within five (5) business days from the date of delivery, Buyer shall have waived any right to reject that specific delivery of Goods.
In the event Buyer rejects the Goods, Buyer shall allow Seller a reasonable time to cure the deficiency. A reasonable time period shall
be determined by industry standards for the particular Goods, as well as the Seller and Buyer.
Risk
of Loss. Risk of loss will be on the Seller until the time when the Buyer accepts delivery. Seller shall maintain any and all necessary
insurance in order to insure the Goods against loss at Seller’s own expense
Retail
policies of e-commerce:
Shipping.
Shipping Time — Most orders will ship the next business day, provided the product ordered is in stock. Orders are not processed
or shipped on Saturday or Sunday, except by prior arrangement. We cannot guarantee when an order will arrive. Consider any shipping or
transit time offered to you by this site or other parties only as an estimate. We encourage you to order in a timely fashion to avoid
delays caused by shipping or product availability. Fulfillment mistakes that may be made which result in the shipment of incorrect products
to you will also be accepted for return.
Out
of Stock. We will ship your product as it becomes available. Usually, products ship by the next business day. However, there may
be times when the product you have ordered is out-of-stock, which will delay fulfilling your order. We will keep you informed of any
products that you have ordered that are out-of-stock and unavailable for immediate shipment. You may cancel your order at any time prior
to shipping.
Cash
and Cash Equivalents
The
Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
Financial
instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each
institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At June 30, 2022 and 2021,
the Company had $0 and $0 in excess of the FDIC insured limit.
Inventories
Inventories
are stated at lower of cost (using the first-in, first-out method, “FIFO”) or market. Inventories consist of purchased materials
and assembly items.
Derivative
Liabilities
A
derivative is an instrument whose value is “derived” from an underlying instrument or index such as a future, forward, swap,
option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other
contracts and for hedging activities.
As
a matter of policy, the Company does not invest in separable financial derivatives or engage in hedging transactions. However, the Company
entered into certain debt financing transactions in fiscal 2022 and 2021, as disclosed in Note 8 containing certain conversion features
that have resulted in the instruments being deemed derivatives. We evaluate such derivative instruments to properly classify such instruments
within equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out
basis.
The
classification of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during
a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on
the number of times a contract may be reclassified.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2022
Instruments
classified as derivative liabilities are remeasured using the Black-Scholes model at each reporting period (or upon reclassification)
and the change in fair value is recorded on our consolidated statement of operations. We recorded derivative liabilities of $342,344
and $531,525 at June 30, 2022 and December 31, 2021, respectively.
Fair
Value of Financial Instruments
The
Company’s financial instruments consist of cash and cash equivalents, prepaids, convertible notes, and payables. The carrying amount
of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items.
Fair
value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an
orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on
assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed
by level within the following fair value hierarchy:
Level
1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level
2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability
through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level
3 – Inputs lack observable market data to corroborate management’s estimate of what market participants would use in pricing
the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent
in the inputs to the model.
When
determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable
market data is not available. As of June 30, 2022 and December 31, 2021, the Company has level 3 fair value calculations on derivative
liabilities. The table below reflects the results of our Level 3 fair value calculations:
The
following is the change in derivative liability for the six months ended June 30, 2022:
Schedule
of Change in Derivative Liability
Balance,
December 31, 2021 | |
$ | 531,525 | |
Issuance
of new derivative liabilities | |
| 424,716 | |
Conversions
to paid-in capital | |
| (348,389 | ) |
Change
in fair market value of derivative liabilities | |
| (265,508 | ) |
Balance,
June 30, 2022 | |
$ | 342,344 | |
Use
of Estimates
Estimates
were made relating to valuation allowances, impairment of assets, share-based compensation expense and accruals. Actual results could
differ materially from those estimates.
Comprehensive
Loss
Comprehensive
loss for the periods reported was comprised solely of the Company’s net loss.
Net
Loss Per Share
Basic
loss per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding
during the period of computation. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased
to include the number of additional common shares that would have been outstanding if potential common shares had been issued, if such
additional common shares were dilutive. Since we had net losses for all the periods presented, basic and diluted loss per share are the
same, and additional potential common shares have been excluded as their effect would be antidilutive.
As
of June 30, 2022 and 2021, a total of 167,223,808 and 286,251,995, respectively, potential
common shares, consisting of shares underlying outstanding convertible notes payable were excluded as their inclusion would be antidilutive.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2022
Depreciation
and Amortization
Depreciation
is calculated using the straight line method over the estimated useful lives of the assets. Amortization is computed using the straight
line method over the term of the agreement. Depreciation expense for the six months ended June 30, 2022 and 2021 was $2,326 and $1,331,
respectively.
Intangible
Assets
Intangible
assets consisted primarily of intellectual properties such as proprietary nutraceutical formulations. Intellectual assets are capitalized
in accordance with ASC Topic 350 “Intangibles – Goodwill and Other.” Intangible assets with finite lives are amortized
over their respective estimated lives and reviewed for impairment whenever events or other changes in circumstances indicate that the
carrying amount may not be recoverable. Amortization expense for the six months ended June 30, 2022 and 2021 was $104,805 and $3,296,
respectively.
Long-lived
Assets
In
accordance with ASC 360, Property, Plant and Equipment, the carrying value of intangible assets and other long-lived assets is reviewed
on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the
sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured
as the excess of the carrying amount of the asset over its estimated fair value.
Research
and Development
Research
and Development costs are expensed as incurred. Research and Development expenses were $902,052 and $151,782 for the six months ended
June 30, 2022 and 2021, respectively.
Income
Taxes
The
Company accounts for income taxes under ASC 740 “Income Taxes,” which codified SFAS 109, “Accounting for
Income Taxes” and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No.
109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided
for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
Stock-Based
Compensation
Compensation
expense for stock issued to employees is determined as the fair value of consideration or services received or the fair value of the
equity instruments issued, whichever is more reliably measured. The Financial Accounting Standards Board (FASB) issued ASU 2018-07 to
expand the scope of Topic 718 to include share-based payments issued to nonemployees. The effective date for public companies is for
fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the effective
date is fiscal years beginning after December 15, 2019. The Company adopted during the year ended December 31, 2018 for which there was
no impact on the consolidated financial statements. The Company issues shares for multiyear consulting agreements which are restricted
and nonrefundable shares.
Leases
On
February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to recognize most leases on their balance
sheets as lease liabilities with corresponding right-of-use assets and eliminates certain real estate-specific provisions. ASU 2016-02
became effective for the Company in the first quarter of 2019 and was adopted on a modified retrospective transition basis for leases
existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company
recorded a Right-of-use asset and a Lease Liability of $21,530 as of June 30, 2022.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2022
Recent
Accounting Pronouncements
In
August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the
Disclosure Requirements for Fair Value Measurement. The new guidance improves and clarifies the fair value measurement disclosure requirement
of ASC 820. The new disclosure requirements include the changes in unrealized gains or losses included in other comprehensive income
for recurring Level 3 fair value measurement held at the end of the reporting period and the explicit requirement to disclose the range
and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The other provisions of ASU
2018-13 also include eliminated and modified disclosure requirements. The guidance is effective for fiscal years beginning after December
15, 2019, with early adoption permitted, including in an interim period for which financial statements have not been issued or made available
for issuance. The Company has evaluated the impact of adoption of this ASU and determined that it will have no significant impact on
its consolidated financial statements.
In
December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminated
certain exceptions and changed guidance on other matters. The exceptions relate to the allocation of income taxes in separate company
financial statements, tax accounting for equity method investments and accounting for income taxes when the interim period year-to-date
loss exceeds the anticipated full year loss. Changes relate to the accounting for franchise taxes that are income-based and non-income-based,
determining if a step up in tax basis is part of a business combination or if it is a separate transaction, when enacted tax law changes
should be included in the annual effective tax rate computation, and the allocation of taxes in separate company financial statements
to a legal entity that is not subject to income tax. The new standard is effective for fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the potential impact
but does not believe there will be an impact of the adoption of this standard on its results of operations, financial position and cash
flows and related disclosures.
Note
3 – Restricted cash
Included
in current assets is a $10,000 certificate of deposit with an annual interest rate of 0.6%. This certificate matures on June 17, 2023,
and is used as collateral for a Company credit card, pursuant to a security agreement dated June 20, 2011.
Note
4 – Prepaid expense and other current assets
Prepaid
expenses and other current assets consist of the following:
Schedule
of Prepaid Expenses and Other Current Assets
| |
June
30, 2022 | | |
December
31, 2021 | |
| |
| | |
| |
Prepaid
consulting | |
$ | 461,820 | | |
$ | 930,893 | |
Insurance | |
| 1,094 | | |
| 987 | |
Prepaid
costs | |
| 67,596 | | |
| 27,427 | |
Total | |
$ | 530,510 | | |
$ | 959,307 | |
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2022
Note
5 – Fixed assets
Fixed
assets consist of the following:
Schedule
of Fixed Assets
| |
June
30, 2022 | | |
December
31, 2021 | |
| |
| | |
| |
Land | |
$ | 235,223 | | |
$ | 235,223 | |
Vehicles | |
| 50,514 | | |
| 50,514 | |
Computer
hardware | |
| 5,935 | | |
| 5,935 | |
Office
furniture and equipment | |
| 7,912 | | |
| 7,912 | |
Shipping
and other equipment | |
| 1,575 | | |
| 1,575 | |
Total | |
| 301,159 | | |
| 301,159 | |
Accumulated
depreciation | |
| (19,461 | ) | |
| (17,135 | ) |
Property
and equipment, net | |
$ | 281,698 | | |
$ | 284,024 | |
Depreciation
expense was $2,326 and $1,331 for the six months ended June 30, 2022 and 2021, respectively.
Note
6 – Other assets
Other
assets consist of the following:
Schedule
of Other Assets
| |
June
30, 2022 | | |
December
31, 2021 | |
| |
| | |
| |
Prepaid
consulting | |
$ | 33,340 | | |
$ | 108,673 | |
Deposit | |
| 39,823 | | |
| 39,823 | |
Licenses,
net | |
| 3,331,840 | | |
| 129,075 | |
Total | |
$ | 3,405,003 | | |
$ | 277,571 | |
As
of June 1, 2019, we entered into a license agreement, which will be amortized over the life of the Patent. The Patent expires December
31, 2032. The Exclusive Patent License to the Jadi Cell is for use under the designated areas of CTE (Chronic Traumatic Encephalopathy),
and TBI (Traumatic Brain Injury). The Jadi Cell is an cGMP grade and Research grade manufactured allogenic mesenchymal stem cells derived
from US Patent No.: 9,803,176 B2.
On
February 9, 2021, the Company issued a Convertible Promissory Note (CPN) to JadiCell LLC that was never fully executed while the parties
worked to finalize the agreement that resulted in an Exclusive Patent License Agreement (EPLA) being executed on 9/15/2021. Finally,
a Settlement Agreement was entered into on February 23, 2022. On February 23, 2022, we issued 149,402,390 shares of common stock, valued
at $0.0208 per share, for the EPLA, with a final value of the license being recorded at $3,107,570. The Patent expires December 31, 2032.
The Exclusive Patent License to the Jadi Cell is for use under the designated areas of all applicable Lung Pathology. The Jadi Cell is
an cGMP grade and Research grade manufactured allogenic mesenchymal stem cells derived from US Patent No.: 9,803,176 B2 and will be amortized
over the 10 year life of the Patent. As of March 25, 2022, we entered into a asset transfer and license agreement, which will be amortized
over the life of the agreement. The agreement is for five years. The Company has made an initial payment of $200,000. Within six months,
the Company will make a second payment of $1.8 million.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2022
Prepaid
consulting agreements are for one to two years and are expensed monthly over the term of the agreement. The net licenses amount above
consists of the following:
Schedule
of Net Licenses
| |
June
30, 2022 | | |
December
31, 2021 | |
| |
| | |
| |
Licenses | |
$ | 3,461,122 | | |
$ | 153,552 | |
Accumulated
amortization | |
| (129,282 | ) | |
| (24,477 | ) |
Licenses,
net | |
$ | 3,331,840 | | |
$ | 129,075 | |
Amortization
expense for the six months ended June 30, 2022 and 2021 was $104,805 and $3,296, respectively.
Note
7 - Notes Payable-Related Party
At
June 30, 2022 and December 31, 2021, the Company has unsecured interest-bearing demand notes outstanding to certain officers and directors
amounting to $975,739 and $965,211, respectively. Interest accrued on these notes during the six months ended June 30, 2022 and 2021
was $12,956 and $12,956, respectively. Of these, $251,000 are convertible into common stock at prices ranging from $0.004 and $0.005.
Note
8 – Convertible Notes Payable
At
various times during the six months ended June 30, 2022, the Company entered into convertible promissory notes with principal amounts
totaling $337,500 with a third party for which the proceeds were used for operations. The Company received net proceeds of $315,000,
and a $22,500 original issuance discount was recorded. The convertible promissory notes incur interest at rates from 10% to 12% per annum
and mature on dates ranging from January 1, 2023 to June 27, 2023. The convertible promissory notes are convertible to shares of the
Company’s common stock 180 days after issuance. The conversion price per share is equal to 63% of the average of the three (3)
lowest trading prices of the Company’s common stock during the fifteen (15) trading days immediately preceding the applicable conversion
date. The trading price is defined within the agreement as the closing bid price on the applicable trading market. The Company has the
option to prepay the convertible notes in the first 180 days from closing subject to prepayment penalties ranging from 120% to 145% of
principal balance plus interest, depending upon the date of prepayment. The convertible promissory notes include various default provisions
for which the default interest rate increases to 22% per annum with the outstanding principal and accrued interest increasing by 150%.
The Company was required to reserve at June 30, 2022 a total of 167,223,808 common shares in connection with these promissory notes.
Derivative
liabilities
These
convertible promissory notes are convertible into a variable number of shares of common stock for which there is not a floor to the number
of common stock we might be required to issue. Based on the requirements of ASC 815 Derivatives and Hedging, the conversion feature represented
an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability
is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes
in the derivative liability fair value are reported in operating results each reporting period.
For
the notes issued during the six months ended June 30, 2022, the Company valued the conversion feature on the date of issuance resulting
in an initial liability of $424,716. Since the fair value of the derivative was in excess of the proceeds received, a full discount to
convertible notes payable and a day one loss on derivative liabilities of $109,716 was recorded during the six months ended June 30,
2022. Upon issuance, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions:
conversion prices ranging from $0.0127 to $0.0143, the closing stock price of the Company’s common stock on the date of valuation
ranging from $0.020 to $0.027, an expected dividend yield of 0%, expected volatility ranging from 158% to 216%, risk-free interest rate
ranging from 0.48% to 2.89%, and an expected term of one year.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2022
During
the six months ended June 30, 2022, convertible notes with principal and accrued interest balances totaling $322,124 were converted into
24,167,728 shares of common stock. At each conversion date, the Company recalculated the value of the derivative liability associated
with the convertible note recording a gain (loss) in connection with the change in fair market value. In addition, the pro-rata portion
of the derivative liability as compared to the portion of the convertible note converted was reclassed to additional paid-in capital.
During the six months ended June 30, 2022, the Company recorded $348,389 to additional paid-in capital. The derivative liabilities were
revalued using the Black-Scholes option pricing model with the following assumptions: conversion prices ranging from $0.012 to $0.016,
the closing stock price of the Company’s common stock on the date of valuation ranging from $0.018 to $0.026, an expected dividend
yield of 0%, expected volatility ranging from 166% to 191%, risk-free interest rates ranging from 0.51% to 2.88%, and expected terms
of 0.49 years.
On
June 30, 2022, the derivative liabilities on the remaining convertible notes were revalued at $342,344 resulting in a gain of $265,508
for the six months ended June 30, 2022 related to the change in fair value of the derivative liabilities. The derivative liabilities
were revalued using the Black-Scholes option pricing model with the following assumptions: exercise prices of $0.0129, the closing stock
price of the Company’s common stock on the date of valuation of $0.021, an expected dividend yield of 0%, expected volatility ranging
from 127% to 165%, risk-free interest rate of 2.80%, and an expected term ranging from 0.54 to 0.99 years.
The
Company amortizes the discounts over the term of the convertible promissory notes using the straight-line method which is similar to
the effective interest method. During the six months ended June 30, 2022 and 2021, the Company amortized $313,917 and $248,238 to interest
expense, respectively. As of June 30, 2022, discounts of $249,383 remained which will be amortized through June 2023.
Note
9 – Equity
Our
authorized capital stock consists of an aggregate of 3,505,000,000 shares, comprised of 3,500,000,000 shares of common stock, par value
$0.001 per share, and 5,000,000 shares of preferred stock, which may be issued in various series from time to time and the rights, preferences,
privileges and restrictions of which shall be established by our board of directors. As of June 30, 2022, we have 2,552,228,460 shares
of common stock and no preferred shares issued and outstanding.
In
2021, we issued 4,850,075 shares of common stock for an investment in the Company’s Private Placement of $285,500.
In
2021, we issued 21,000,000 shares of common stock, valued at $858,900 for consulting services.
In
2021, we issued 8,341,723 shares of common stock, valued at $239,799 for salaries.
In
2021, we issued 1,500,000 shares of common stock, valued at $58,900 for land development.
In
2021, we issued 21,690,671 shares of common stock for the conversion of convertible notes of $1,019,014.
In
2022, we issued 44,500,000 shares of common stock for an investment in the Company’s Private Placement of $445,000.
In
2022, we issued 16,000,000 shares of common stock, valued at $407,200 for consulting services.
In
2022, we issued 1,034,482 shares of common stock, valued at $29,999 for salaries.
In
2022, we issued 149,402,390 shares of common stock, valued at $3,107,570 for a license.
In
2022, we issued 24,167,728 shares of common stock for the conversion of convertible notes of $322,124.
In
2022, we issued 6,000,000 shares of common stock, valued at $148,820 for prepaid fees.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2022
Note
10 – Subsequent events
On
July 13, 2022, we issued 2,777,778 shares of common stock for the partial conversion of $35,000 for convertible note dated January 12,
2022.
On
July 15, 2022, we issued 1,701,389 shares of common stock for the complete conversion of $21,438 for convertible note dated January 12,
2022.
On
July 25, 2022, we issued 4,095,000 shares of common stock for the complete conversion of $51,188 for convertible note dated January 21,
2022.
On
August 4, 2022, we issued 5,000,000 shares of common stock, valued at .02 per share, for consulting services.
On
August 4, 2022, the Board of Directors designated “Series A Preferred Stock” and caused to be filed a Certificate of Designation
pursuant to NRS 78.1955 with the State of Nevada, and upon approval the Board has issued One (1) share of Series A Preferred Stock to
Thomas E. Ichim, and One (1) share of Series A Preferred Stock to Timothy G. Dixon. The Holder of the Series A Preferred Stock shall
be entitled to vote on all matters subject to a vote or written consent of the holders of the Corporation’s Common Stock, and on
all such matters, the share of Series A Preferred Stock shall be entitled to that number of votes equal to the number of votes that all
issued and outstanding shares of Common Stock and all other securities of the Corporation are entitled to, as of any such date of determination,
on a fully diluted basis, plus One Million (1,000,000) votes, it being the intention that the Holder(s) of the Series A Preferred Stock
shall have effective voting control of the Corporation, on a fully diluted basis. The Holder(s) of the Series A Preferred Stock shall
vote together with the holders of Common Stock as a single class.
On
August 9, 2022, we issued 2 shares of preferred shares, valued at 0.001 per share.
In
accordance with ASC 855, the Company has analyzed its operations subsequent to August 18, 2022 through the date these financial statements
were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements.
Note
11 – Commitments and Contingencies
Effective
March 1, 2020, the Company entered into a fifth amendment to a Lease Agreement for property located in Oceanside, CA. The lease consists
of approximately 1,700 square feet and the amendment is for a term of 36 months and expires on April 30, 2023.
Total
rent expense for the six months is $12,522.
The
lease will expire in 2023. The weighted average discount rate used for this lease is 5% (average borrowing rate of the Company). Maturities
of Leases were:
Future
minimum lease payments as of December 31, 2022, are as follows:
Schedule
of Future Minimum Lease Payments
For the year ending
December 31, | |
| |
| |
| |
2022 | |
$ | 13,062 | |
2023 | |
$ | 8,612 | |
As
of March 25, 2022, we entered into an asset transfer and license agreement, which will be amortized over the life of the agreement. The
agreement is for five years. The Company has made an initial payment of $200,000. Within six months, the Company will make a second payment
of $1.8 million.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion and analysis contains forward-looking statements within the meaning of the federal securities laws. The safe harbor
provided in section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934 (“statutory safe harbors”)
shall apply to forward-looking information provided pursuant to the statements made in this filing by the Company. We urge you to carefully
review our description and examples of forward-looking statements included in the section entitled “Cautionary Note Regarding Forward-Looking
Statements” at the beginning of this report. Forward-looking statements speak only as of the date of this report and we undertake
no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of
this report. Actual events or results may differ materially from such statements. In evaluating such statements, we urge you to specifically
consider various factors identified in this report, any of which could cause actual results to differ materially from those indicated
by such forward-looking statements. The following discussion and analysis should be read in conjunction with the accompanying financial
statements and related notes, as well as the Financial Statements and related notes in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2021 and the risk factors discussed therein.
General
Our
principal executive office is located at 701 Wild Rose Lane, Elk City, Idaho, 83525, our telephone number is (760) 295-7208 and our website
is www.therapeuticsolutionsint.com. The reference to our website does not constitute incorporation by reference of the information contained
on our website.
We
file our quarterly and annual reports with the Securities and Exchange Commission (SEC), which the public may view and copy at the SEC’s
Public Reference Room at 100 F Street, N.E. Washington D.C. 20549, on official business days during the hours of 10 a.m. to 3 p.m. The
public may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1–800–SEC–0330.
The SEC also maintains an Internet site, the address of which is www.sec.gov, which contains reports, proxy and information statements,
and other information regarding issuers which file electronically with the SEC. The periodic and current reports that we file with the
SEC can also be obtained from us free of charge by directing a request to Therapeutic Solutions International, Inc., 4093 Oceanside Blvd,
Suite B, Oceanside, California 92056, Attn: Corporate Secretary.
DESCRIPTION
OF BUSINESS
CURRENT
BUSINESS DESCRIPTION
Therapeutic
Solutions International, Inc. (“TSOI” or the “Company”) was organized August 6, 2007 under the name Friendly
Auto Dealers, Inc., under the laws of the State of Nevada. In the first quarter of 2011 the Company changed its name from Friendly Auto
Dealers, Inc. to Therapeutic Solutions International, Inc., and acquired Splint Decisions, Inc., a California corporation.
On
December 17, 2020, Therapeutic Solutions International, Inc. Board of Directors made a decision to move our corporate headquarters to
Elk City, Idaho 83525 and has purchased real property at 701 Wild Rose Lane and 50 Bullock Lane, Elk City Idaho 83525. The Company will
continue to maintain a satellite office at the current address of 4093 Oceanside Blvd., Suite B, Oceanside CA, 92056.
Business
Description
Currently
the Company is focused on immune modulation for the treatment of several specific diseases. Immune modulation refers to the ability to
upregulate (make more active) or downregulate (make less active) one’s immune system.
Activating
one’s immune system is now an accepted method to treat certain cancers, reduce recovery time from viral or bacterial infections
and to prevent illness. Additionally, inhibiting one’s immune system is vital for reducing inflammation, autoimmune disorders and
allergic reactions.
TSOI
is developing a range of immune-modulatory agents to target certain cancers, schizophrenia, suicidal ideation, traumatic brain injury,
and for daily health.
Nutraceutical
Division – TSOI has been producing high quality nutraceuticals. Its current flagship product, QuadraMune® , is a multi-patented
synergistic blend of pterostilbene, sulforaphane, epigallocatechingallate, and thymoquinone. QuadraMune has been shown to increase Natural
Killer Cell activity and healthy Cytokine production. Our synergistic blend of ingredients help the immune system fight off common and
complex ailments and promote healthy T Cell activity. Recently the Company was approved to sell certain nutraceuticals on the Amazon
Platform.
Cellular
Division – TSOI obtained exclusive rights to a patented adult stem cell for development of therapeutics in the area of chronic
traumatic encephalopathy (CTE) and traumatic brain injury (TBI) and Lung Pathology (LP).
The
stem cell licensed, termed “JadiCell” is unique in that it possesses features of mesenchymal stem cells, however, outperforms
these cells in terms of a) enhanced growth factor production; b) augmented ability to secrete exosomes; and c) superior angiogenic and
neurogenic ability.
Chronic
Traumatic Encephalopathy (CTE) is caused by repetitive concussive/sub-concussive hits to the head sustained over a period of years and
is often found in football players. The condition is characterized by memory loss, impulsive/erratic behavior, impaired judgment, aggression,
depression, and dementia. In many patients with CTE, it is anatomically characterized by brain atrophy, reduced mass of frontal and temporal
cortices, and medial temporal lobe. TSOI has previously filed several patents in the area of CTE based on modulating the brain microenvironment
to enhance receptivity of regenerative cells such as stem cells. On March 4, 2021 the Company received an IND Serial # 27377 for a clinical
trial of 10 patients with CTE.
On
August 4th, 2021, the Company announced clearance from the Food and Drug Administration (FDA) to initiate a Phase III pivotal trial for
registration of the Company’s JadiCellTM universal donor stem cell as a treatment for COVID-19 associated lung failure under IND
# 19757. In previous studies the Company has demonstrated the superior activity of JadiCellTM to other types of stem cells including
bone marrow, adipose, cord blood, and placenta. Furthermore, the JadiCellTM was shown to be 100% effective in saving the lives of COVID-19
patients under the age of 85 in a double-blind placebo controlled clinical trial with patients in the ICU on a ventilator. In patients
over the age of 85 the survival rate was 91%. The Company also recently announced the launching of Phase III for IND # 19757 with Biorasi
LLC, a global, full-service CRO, who will run the clinical trial.
In
addition, the Company has filed data with the FDA, as part of IND #17448, which demonstrated that treatment of cancer patients with StemVacs™
resulted in enhanced activity of a type of immunological cell called “natural killer” cells, otherwise known as “NK
cells.”
The
Company has also developed an allogenic version of StemVacs and has filed patents to cover activating universal donor immune system cells
called dendritic cells in a manner so that upon injection they reprogram the body’s NK cells.
Most
recently the Company announced filing of a patent for a new hybrid cell created by the Company capable of training the immune system
to kill blood vessels feeding cancer, but sparing healthy blood vessels. These discoveries are an extension of previous findings from
the Company showing that StemVacs is capable of suppressing new blood vessel production.
On
May 9, 2022, the Company filed an Investigational New Drug Application for Treatment of Chronic Obstructive Pulmonary Disease (COPD)
Using JadiCell™ Universal Donor Adult Stem Cells under IND Serial # 28508.
Investigational
Drug Applications:
Treatment
of Metastatic Breast Cancer by StemVacs-V Cancer Immunotherapeutic IND # 28508
The
Primary Objective is safety and feasibility of StemVacs-V administration at 12 months as assessed by lack of adverse medical events.
The Secondary Objective is efficacy as judged by tumor response, time to progression, and immunological monitoring.
Safety,
Feasibility, and Immunomodulatory Activities of StemVacs in Patients with Advanced Solid Tumors IND # 17448
The
Primary Objective is safety and feasibility of StemVacs administration at 12 months as assessed by lack of adverse medical events. The
Secondary Objective is efficacy as judged by tumor response, time to progression, and immunological monitoring.
Umbilical
Cord-derived Mesenchymal Stem Cells for Patients with COVID-19 (“UC-MSC for COVID-19”) IND # 19757
The
primary objective will be to assess effectiveness of UC-MSC treatment on proportion of patients alive and free of respiratory failure
at Day 60 after randomization. The secondary objectives will be to assess all-cause mortality at Day 60, survival at day 31, number of
subjects experiencing serious adverse events (SAEs) by day 31, SAE-free survival, time to recovery (evaluated until day 60), and time
to oxygen requirement equal or below 40% oxygen.
Investigation
of Umbilical Cord-derived Mesenchymal Stem Cells for the Treatment of Chronic Traumatic Encephalopathy Patients IND # 27377
To
determine safety and efficacy of 100 million intravenously administered JadiCell™ allogeneic umbilical cord mesenchymal stem cells.
Efficacy will be determined by behavioral scores, brain imaging, and reduction in inflammatory markers. Toxicity of treatment was evaluated
for the duration of the study and will be graded according to the criteria of the World Health Organization.
JadiCell
Therapy for COPD IND # 28508
To
determine safety and efficacy of intravenously administered allogeneic JadiCell umbilical cord blood mesenchymal stem cells in patients
with moderate-to-severe COPD. The Primary Endpoint, which is toxicity, will be assessed by number of adverse events (AEs). The Secondary
Endpoint, which is efficacy will be evaluated at baseline and days 30, 60, and 90.
Nutraceutical
Division (TSOI)
| ● | ProJuvenol®
is a patented, (US No.: 9,682,047) and powerful synergistic blend of complex anti-aging
ingredients in capsules. |
| ● | NanoStilbene™
is an easily absorbed nanoemulsion of nanoparticle pterostilbene derived from the ‘047
patent. |
| ● | DermalStilbene
is a topical form of pterostilbene delivered via spray application onto skin, derived
from the ‘047 patent. |
| ● | IsoStilbene
an injectable formulation of
pterostilbene is available by prescription only, derived from the ‘047 patent. |
| ● | NeuroStilbene
is an intranasal form of pterostilbene delivered via spray application inside the nostril,
derived from the ‘047 patent. |
| ● | NanoPlus
is a blend of NanoStilbene and Nano Cannabidiol which are an easily absorbed Nanoparticles
formulation of Pterostilbene and Cannabidiol. |
| ● | Nano
Cannabidiol is an easily absorbed Nanoparticle formulation of Cannabidiol Isolate in
the range of 75-90 nanometers. This product is built on the same nano platform as NanoStilbene
and is delivered at a concentration of 200mg per milliliter. |
| ● | NanoPSA
is a blend of NanoStilbene™
and Broccoli Sprout
Extract (BSE) providing 74mg of BSE and 125mg of our patented NanoStilbene, a proprietary
formulation of nanoparticle pterostilbene. |
| ● | NLRP3
Trifecta is a two-product combo and consists
of one bottle of NanoPSA and one bottle of GTE-50
green tea extract. |
| ● | QuadraMune™
is
a multi-patented synergistic blend of pterostilbene,
sulforaphane, epigallocatechingallate, and thymoquinone. |
| ● | NuBrainer™
HSCP is
a nootropic blend of Huperzine-A, Sterubin, Cannabidiol, and Pterostilbene. |
Patents:
TSOI
filed a patent in July 2015 covering the use of its ProJuvenol® product, as well as various pterostilbene compositions, for use in
augmenting efficacy of existing immuno-oncology drugs that are currently on the market. The patent is based on the ability of pterostilbene,
one of the major ingredients of ProJuvenol®, to reduce oxidative stress produced by cancer cells, which in turn protects the immune
system from cancer mediated immune suppression. That patent, U.S. No.: 9,682,047 was granted on 6-20-2017.
In
addition, on April 28, 2016, the Company filed a patent application covering the use of ProJuvenol© and its active ingredient pterostilbene
for augmentation of stem cell activity. Diseases such as diabetes, cardiovascular disease, and neurodegenerative diseases are characterized
by deficient stem cell activity. The patent covers the stimulation of stem cells that already exist in the patient’s body, as well
as stem cells that are administered therapeutically. Studies have shown that patients who have higher levels of endogenous stem cell
activity have reduced cardiovascular disease risk and undergo accelerated neurological recovery after stroke as compared to patients
with lower numbers of such stem cells.
On
October 16, 2017, the Company filed a patent application titled “Synergistic Inhibition of Glioma Using Pterostilbene and Analogues
Thereof” which was developed to utilize the ability of the immune system to augment the possibility of increasing overall survival
of glioma patients after treatment with conventional therapies. Our data suggests that when pterostilbene is combined with brain cancer
therapeutics such as Gefitinib, Sertraline, or Temozolomide, the prognosis is vastly improved.
On
August 13, 2018, the Company filed a patent application titled “Enhancement of Ozone Therapy using Pterostilbene” showing
pterostilbene potently augments killing of breast cancer, prostate cancer, and ovarian cancer cells by ozone therapy. The data obtained
is an extension of ongoing work at the Company seeking to identify means of enhancing the effects of pterostilbene administration for
treatment of a variety of cancers, as well as enhancing the efficacy of existing cancer therapies.
On
September 17, 2018, the Company filed a patent application titled “Pterostilbene and Compositions Thereof for Prevention and Treatment
of Chronic Traumatic Encephalopathy” with new data demonstrating the ability of its NeuroStilbene intranasal formulation of pterostilbene
to successfully prevent the development of brain injury in an animal model of Chronic Traumatic Encephalopathy aka CTE.
On
September 25, 2018, the Company filed a patent application titled “Pterostilbene and Formulations Thereof for Treatment of Pathological
Immune Activation” covering novel clinical data using its NanoStilbene™ formulation to reduce inflammatory cytokine production
in cancer patients.
On
September 9, 2019, the Company filed a patent application titled “Pterostilbene and Formulations Thereof for Protection of Hematopoiesis
from Chemotherapy and Radiation” covering the ability of NanoStilbene™ and its active ingredient, pterostilbene, at accelerating
recovery of blood cells after treatment with chemotherapy.
On
November 4, 2019, the Company filed a patent application titled “Cellular, Organ, and Whole-Body Rejuvenation Utilizing Cord Blood
Plasma and Pterostilbene” suggesting that pterostilbene, the active ingredient in commercially available NanoStilbene™, augments
the ability of cord blood plasma to suppress biological properties associated with aging.
On
May 4, 2020, the Company filed a patent application titled “Nutraceuticals for the Prevention, Inhibition and Treatment of SARS-Cov-2
and Associated COVID-19” developed to address issues of susceptibility, inflammation, and viral immunity, for COVID-19 patients.
On
May 11, 2020, the Company filed a patent application titled “Treatment of COVID-19 Lung Injury Using Umbilical Cord Plasma Based
Compositions” covers new data in which combinations of pterostilbene and other compounds with cord blood are shown to be capable
of suppressing lung inflammation associated with COVID-19 in an animal model.
On
June 11, 2020, the Company filed a patent application titled “Nutraceuticals for Reducing Myeloid Suppressor Cells” showing
QuadraMune reduces the number and activity of immune inhibitory cells termed “myeloid suppressor cells.”
On
June 15, 2020, the Company filed a patent application titled “Nutraceuticals for Suppressing Indolamine 2,3 Deoxygenase”
from new data showing QuadraMune™ significantly inhibited inflammation associated with memory impairment, as well as reduced levels
of kynurenine. Elevation of kynurenine is associated with activation of indolamine 2,3 deoxygenase, an enzyme associated with inflammation
and depression.
On
June 22, 2020, the Company filed a patent application titled “Treatment of SARS-CoV-2 with Dendritic Cells for Innate and/or Adaptive
Immunity” with new data showing its clinical-stage cancer immunotherapeutic product StemVacs™ appears to reduce innate immune
induced inflammation in lungs while stimulating immune cells known to possess antiviral properties. StemVacs™ is a cell-based drug
comprised of dendritic cells activated in a proprietary manner which when administered stimulates a type of immune system cell termed
“natural killer” or NK cells. Numerous studies have shown that NK cells are involved in protecting the body from cancer and
from viruses. The FDA has allowed for clinical trials of COVID-19 patients using an NK cell-based drug termed CYNK-001.
On
June 30, 2020, the Company filed a patent application titled “Augmentation of Natural Killer Cell Activity and Induction of Cytotoxic
Immunity Using Leukocyte Lysate Activated Allogeneic Dendritic Cells: StemVacs™” which describes the process of preparing
allogeneic dendritic cells utilizing a leukocyte lysate based approach. These data support development of StemVacs for conditions that
would benefit from NK activation such as cancer and COVID-19.
On
July 13, 2020, the Company filed a patent application titled “Prevention of Pathological Coagulation in COVID-19 and other Inflammatory
Conditions” with new data showing that the ingredients of QuadraMune™ suppress expression of an inflammation stimulated molecule
which is known to induce coagulation of blood. Inhibition of this coagulation-promoting molecule, called Tissue Factor, was synergistic
with all four ingredients of QuadraMune™ when combined. Tissue Factor is known to be associated with COVID-19 disease and is the
culprit for clotting associated conditions such as deep vein thrombosis and atherothrombosis.
On
July 22, 2020, the Company filed a patent application titled “Additive and/or Synergistic Combinations of Metformin with Nutraceuticals
for the Prevention, Inhibition and Treatment of SARS-Cov-2 and Associated COVID-19” showing potent synergy between QuadraMune™
and the antidiabetic drug metformin in treating COVID-19 associated lung damage models. It was discovered that the ability of QuadraMune™
to protect the lungs from inflammation that resembles coronavirus-induced pathology is markedly amplified by concurrent administration
of metformin. At a mechanistic level, it was shown that metformin increased the ability of QuadraMune™ to a) increase the number
of “healing macrophages” (“M2” macrophages); b) augment production of anti-inflammatory and regenerative proteins;
and c) suppress production of pathological inflammatory proteins.
On
July 28, 2020, the Company filed a patent application titled “Neuroprotection and Neuroregeneration by Pterostilbene and Compositions
Thereof” with new data demonstrating that the blueberry derived compound pterostilbene possesses numerous brain protective and
potentially brain regenerative activities. The data disclosed by the Company indicates: a) pterostilbene suppresses inflammatory cytokines
TNF-alpha, IL-1 beta and IL-6; b) pterostilbene inhibits death of neurons caused by inflammatory mediators; c) pterostilbene stimulates
production of regenerative factors from cells in the brain such as BDNF, NGF, FGF-1, and FGF-2; and d) pterostilbene allows/enhances
proliferation of endogenous brain stem cells.
On
August 05, 2020 the Company filed a patent application titled “Prevention of Neuroinflammation associated Memory Loss Using Nutraceutical
Compositions” which discloses means, methods, and therapeutic compositions for prevention of memory loss during situations of neuroinflammation.
On
August 21, 2020 the Company filed a patent application titled “Methods of Determining Risk of Suicide and/or Suicidal Ideation
by Immunological Assessment” which discloses means and methods of identifying risk of suicide and/or suicidal ideation by assessment
of immunologically related cytokines and cells. In one embodiment, a score, termed the “Campbell Score” is devised based
on assessment of serum cytokines, ability of immune cells to make cytokines when stimulated ex vivo, and ability of immune cells to produce
neurotransmitters when stimulated ex-vivo.
On
August 28, 2020 the Company filed a patent application titled “Upregulation of Therapeutic T Regulatory Cells and Suppression of
Suicidal Ideations in Response to Inflammation by Administration of Nutraceutical Compositions Alone or Combined with Minocycline”
which discloses compositions of matter, treatments and protocols useful for induction of T regulatory cells in response to inflammation,
as well as inhibition of suicidal ideations and/or neuroinflammation. In some embodiments the invention teaches the administration of
a therapeutic combination of ingredients comprising of minocycline, pterostilbene, nigella sativa, sulforaphane, and epigallocatechin-3-gallate
(EGCG) to a mammal undergoing upregulation of inflammatory mediators.
On
September 14, 2020, the Company filed a patent application titled “Immunotherapy of Schizophrenia and Schizophrenia Associated
Suicidal Ideation/Suicide” Disclosed are methods, means, and protocols of modifying the immune system so as to induce an immunologically
tolerant state insofar as T regulatory cell number and/or activity is augmented in a patient suffering from schizophrenia. In one embodiment
T regulatory cells are administered to the patient from exogenous sources, be they allogeneic or autologous. In other embodiments, T
regulatory cells are generated endogenously through administration of immature dendritic cells, mesenchymal stem cells, and/or pharmaceutical
means.
On
September 24, 2020, the Company filed a patent application titled “Personalized Immunotherapies for Reduction of Brain Inflammation
and Suicide Prevention” that discloses means, methods and compositions of matter useful for reduction of brain inflammation and
prevention of suicidal ideations and suicidal attempts. In one embodiment the invention provides utilization of autologous platelet rich
plasma, alone, or admixed with regenerative/anti-inflammatory adjuvants, for reduction of neural inflammation. In one embodiment autologous
PRP is admixed with oxytocin and administered intranasally in a patient at risk of suicidal ideation. In another embodiment, PRP is admixed
with fortified and non-fortified nigella sativa oil and administered intranasally. Other embodiments include utilization of autologous
stromal vascular fraction cells alone and/or admixed with regenerative/anti-inflammatory adjuvants.
On
October 18, 2020, the Company filed a patent application titled “Nutraceutical Reduction Prevention and/or Reversion of Multiple
Sclerosis” that discloses compositions of matter, protocols, and treatment means for preventing and/or reversing multiple sclerosis
in a mammal. In one embodiment administration of compositions containing pterostilbene, and/or nigella sativa, and/or sulforaphane, and/or
epigallocatechin-3-gallate (EGCG) are provided.
On
October 27, 2020, the Company filed a patent application titled ““Protection/Regeneration of Neurological Function by Endothelial
Protection/Rejuvenation using Stem Cells for Treatment of Conditions such as Chronic Traumatic Encephalopathy and Schizophrenia”
which therapeutic compounds, protocols, and compositions of matter useful for treatment of neurological conditions. In one embodiment
the invention teaches the treatment of chronic traumatic encephalopathy (CTE) through protecting/regenerating the endothelial by administration
of cells such as stem cells. In one embodiment stem cells are administered in order to protect the endothelium from apoptosis and to
preserve the blood brain barrier. In another embodiment stem cells are administered together with endothelial progenitor cells in order
to regenerate neural endothelium. In other embodiments preservation of brain integrity in conditions of degeneration is accomplished
by administration of stem cells and/or endothelial cells.
On
November 24, 2020, the Company filed a patent application titled “Stimulation of NK Cell Activity by QuadraMune Alone and together
with Metformin” that disclosed means, compounds, and compositions of matter useful for stimulation of natural killer cell activity.
In some embodiments the invention teaches the administration of a therapeutic combination of ingredients comprising of metformin, pterostilbene,
nigella sativa, sulforaphane, and epigallocatechin-3-gallate (EGCG) to a mammal in need of natural killer cell immune modulation. In
another embodiment, the invention teaches administration of said therapeutic combination to a mammal infected with said SARS-CoV-2. In
some embodiments dosage of said therapeutic combination is based on inflammatory and/or immunological parameters observed in patients
with COVID-19.
On
December 8, 2020, the Company filed a patent application titled “Treatment of Major Depressive Disorder and Suicidal Ideations
Through Stimulation of Hippocampal Neurogenesis Utilizing Plant-Based Approaches” that teaches means and methods of treating major
depressive disorder and/or other disorders that predispose to suicide by administration of nutraceutical means, wherein said nutraceuticals
are administered at a frequency and/or concentration sufficient to induce proliferation of endogenous neural progenitor cells. In one
embodiment said nutraceuticals are comprised of green tea extract, and/or nigella sativa, and/or pterostilbene, and/or sulforaphane.
In some embodiment’s nutraceutical compositions are utilized to overcome treatment resistant of currently used antidepressants.
On
December 21, 2020, the Company filed a patent application titled “Immunotherapy for Opioid Addiction” which teaches means,
methods and compositions of matter useful for reduction of brain inflammation and prevention of opioid addiction and/or tolerance. In
one embodiment the invention provides utilization of platelet rich plasma (PRP), alone, or admixed with regenerative/anti-inflammatory
adjuvants, for reduction of neural inflammation. In one embodiments PRP is admixed with oxytocin and administered intranasally in a patient
at risk of opioid addiction. In another embodiment, PRP is admixed with fortified and non-fortified nigella sativa oil, and/or pterostilbene
and administered intranasally. Other embodiments include utilization of autologous stromal vascular fraction cells alone and/or admixed
with regenerative/anti-inflammatory adjuvants.
On
January 26, 2021, the Company filed a patent application titled “Stimulation of Dendritic Cell Activity by Homotaurine and Analogues
Thereof” which discloses means, methods, and compositions of matter useful for enhancement of dendritic cell activity. In one embodiment
the invention provides the use of GABA agonists such as homotaurine for stimulation of dendritic cell activity. In one embodiment said
dendritic cell activity is enhancement of natural killer cell activity and/or of T cell activity. In one embodiment NK cell activity
is ability to induce cytotoxicity in neoplastically transformed cells, whereas T cell activity is either cytokine production for CD4
cells or cytotoxicity for CD8 cells.
On
March 29, 2021, the Company filed a patent application titled “Compositions Capable of Stimulating Immunity Towards Tumor Blood
Vessels” which discloses novel means, protocols, and compositions of matter for eliciting an immune response against blood vessels
supplying neoplastic tissue. In one embodiment pluripotent stem cells are transfected with one or more genes capable of eliciting immunity.
In some embodiments such genes are engineered under control of specific promoters to allow for various specificities of activity. In
one specific embodiment pluripotent stem cells engineered to endow properties capable of inducing expression of the α-Gal epitope
(Galα1,3Galα1,4GlcNAc-R).
On
April 13, 2021, the Company filed a patent application titled “Amelioration and Treatment of Opioid Addiction” that discloses
compositions of matter, protocols and treatment means for reducing and/or preventing opioid addiction. In one embodiment the invention
teaches intranasal administration of umbilical cord blood plasma, or extracts thereof, together with pterostilbene or pterostilbene containing
nanoparticles, and/or oxytocin, and/or human chorionic gonadotropin.
On
May 17, 2021, the Company filed a patent application titled “Treatment of Major Depressive Disorder by Low Dose Interleukin-2”
which teaches methods, compositions of matter, and protocols useful for treatment of major depressive disorder through administration
of low dose interleukin- 2 at a concentration and/or frequency sufficient to increase expansion of T regulatory cell numbers and/or enhancement
of T regulatory cell activity. In some embodiments administration of interleukin-2 is provided as means of enhancing efficacy of standard
antidepressant therapies. Furthermore, administration of interleukin-2 receptor agonists is also described in the current invention as
a treatment of major depressive disorder.
On
May 21, 2021, the Company filed a patent application titled “Lithium as a Monotherapy and/or Stem Cell Adjuvant Therapy for Pulmonary
Fibrosis” that disclosed compositions of matter, therapeutics, and protocols useful for reduction and/or reversion of pulmonary
fibrosis. In one specific embodiment lithium chloride is administered together with a regenerative cell in a patient suffering from,
or at risk of pulmonary fibrosis. In one embodiment said lithium chloride is administered as an adjuvant to a regenerative therapy, wherein
said regenerative therapy is a gene therapy, a protein therapy, a cell therapy, or a tissue transplant. In one embodiment lithium chloride,
or a salt thereof is utilized alone, or with a regenerative means, to evoke preservation and/or elongation of telomere length in pulmonary
tissue. In one embodiment the invention teaches administration of umbilical cord mesenchymal stem cells (MSC) and/or products derived
from said cells in order to induce an inhibition of natural or pathological reduction of telomere length, to preserve telomere length
or to enhance telomere length. In one embodiment the MSC described in the invention as useful are umbilical cord derived MSC.
On
May 24, 2021, the Company filed a patent application titled “Immunotherapies for Targeting of Tumor Vasculature” that disclosed
novel means, protocols, and compositions of matter for creating targeted immune responses and/or induction of immunological memory towards
the tumor vasculature. In one embodiment pluripotent stem cells are transfected with one or more genes capable of eliciting immunity,
induced to differentiate into endothelial-like cells which resemble the tumor endothelial cells, and utilized as a vaccine. In some embodiment’s
genes are engineered under control of specific promoters to allow for various specificities of activity. In one specific embodiment pluripotent
stem cells engineered to endow properties capable of inducing expression of the α- Gal epitope (Galα1,3Galα1,4GlcNAc-R).
Addition of adjuvants to enhance antigen presentation of the vaccine composition, as well as means of stimulating systemic enhancement
of circulating endothelial specific T cells are also disclosed.
On
July 6, 2021, the Company filed a patent application titled “Treatment of Parkinson’s Disease by Immune Modulation and Regenerative
Means” in which we describe and disclose means, methods and compositions of matter for treatment Parkinson’s Disease through
concurrent immune modulation and regenerative means. In one embodiment Parkinson’s Disease is treated by augmentation of T regulatory
cell numbers and/or activity while concurrently providing regenerative cells such as mesenchymal stem cells, and/or dopamine secreting
cells. In one embodiment administration of immunoglobulins such as IVIG together with low dose interleukin-2 and/or low dose naltrexone
is disclosed as a preparatory means prior to administration of therapeutic cells such as stem cells. Other therapeutic means utilized
in an adjuvant manner are also provided for hormonal rebalancing, transcranial magnetic stimulation, and deep brain stimulation.
On
August 11, 2021, the Company filed a patent application titled “Induction of Neurogenesis using Umbilical Cord Derived Mesenchymal
Stem Cells and Derivatives Thereof” that disclosed compositions of matter and protocols useful for treatment of neurological dysfunctions
through stimulation of adult neurogenesis using administration of umbilical cord derived mesenchymal stem cells such as JadiCells. In
one embodiment viral induced neuropathy is reduced by administration of JadiCells to stimulate neurogenesis. In another embodiment the
neurogenic activity of selective serotonin reuptake inhibitors is enhanced by administration of JadiCells. In some embodiments administration
of JadiCell exosomes, conditioned media, microvesicles and/or apoptotic bodies is utilized to stimulate neurogenesis.
On
August 18, 2021, the Company filed a patent application titled “Enhancement of Umbilical Cord Mesenchymal Stem Cell Therapeutic
Activity by Stimulators of T Regulatory Cells and/or Cells Expressing CD73” that teaches compositions of matter and protocols useful
for treatment of COVID-19 and/or other inflammatory pathologies through stimulation of T regulatory cells and/or T cells expressing CD73
using administration of umbilical cord derived mesenchymal stem cells such as JadiCells. In one embodiment dosage of JadiCells needed
to treat a patient is determined by the increase of T regulatory cells and/or CD73 expressing cells that are increased in number and/or
activity subsequent to a test dose of JadiCells. In another embodiment stimulators of T regulatory cells and/or CD73 expressing T cells
are utilized together with JadiCells in order to augment therapeutic activity. In some embodiments administration of JadiCell is performed
with low dose interleukin-2 as a treatment for COVID-19 or other inflammatory related pathologies.
On
August 23, 2021, the Company filed a patent application titled “Umbilical Cord Mesenchymal Stem Cells for Treatment of Chronic
Obstructive Pulmonary Disease and Lung Degeneration” that discloses means of treating lung degenerative diseases including chronic
obstructive pulmonary disease (CODP) using umbilical cord mesenchymal stem cells such as JadiCells alone, and/or using said cells under
conditions that are activated in order to endow enhanced regenerative activity. In one embodiment said activation of said mesenchymal
stem cells is performed through stimulation with a toll like receptor agonist at a concentration and duration sufficient to induce a
>50% increase in keratinocyte growth factor expression from said stem cells. In another embodiment the invention provides the use
of JadiCells as a means of producing exosomes, wherein said exosomes possess therapeutic properties capable of reducing inflammation,
fibrosis and degeneration associated with COPD, as well as stimulation of regenerative activity. In some JadiCells are activated by a
treatment with Activated Protein C.
On
September 16, 2021, the Company filed a patent application titled “Ivermectin Compositions for Treatment of COVID-19” that
discloses novel mechanisms of action of ivermectin therapy as related to treatment of COVID-19 and means of augmenting therapeutic activities
by co-administration with one or more of the following: pterostilbene, thymoquinone, epigallocatechin-3-gallate, and sulforaphane. In
one embodiment the invention provides enhanced reduction of inflammation induced pulmonary leakage without augmenting immune suppressive
mechanisms.
On
September 22, 2021, the Company filed a patent application titled “Stimulation of Mesenchymal Stem Cell Therapeutic Activities
by T Regulatory Cells” teaches novel means of enhancing mesenchymal stem cell regenerative activities including, intra alia, production
from pulmonary leakage and suppression of scar tissue formation by co-administration with T regulatory cells. In some embodiments the
invention provides an interaction between T regulatory cells and mesenchymal stem cells in which T regulatory cells stimulate upregulation
of mesenchymal stem cell activity in a GITR dependent manner.
On
October 4, 2021, the Company filed a patent application titled “Reduction of Neutrophil Extracellular Trap formation by Mesenchymal
Stem Cells and their Exosomes” that disclosed methods of reducing lung inflammation in acute respiratory distress syndrome elicited
by various factors such as COVID-19 infection by reduction of neutrophil extracellular trap formation through administration of mesenchymal
stem cells and/or exosomes thereof. The invention provides means of inhibiting neutrophil release of extracellular traps by mesenchymal
stem cells and/or exosomes derived from said mesenchymal stem cells. Additionally, synergies are provided between mesenchymal stem cells
and/or exosomes derived from mesenchymal stem cells and agents approaches which reduce neutrophil extracellular trap formation.
On
October 11, 2021, the Company filed a patent application titled “Umbilical Cord Derived Regenerative and Immune Modulatory Stem
Cell Populations” which provides universal donor cellular populations derived from umbilical cords possessing ability to elicit
immune modulation and evoke regeneration when administered into a mammalian host. Generation of cellular products for clinical use are
provided including methodologies of expansion, characterization, and means of therapeutic implementation.
On
November 1, 2021, the Company filed a patent application titled “Induction of Concurrent Pulmonary Immune Modulation and Regeneration
by Protein Mediated Conjugation of Immune Regulatory Cells with Endogenous Progenitor Cells” that discloses means, methods and
compositions of matter useful for treatment of inflammatory pulmonary diseases such as COVID-19 through administration of agents that
facilitate interaction between immune modulatory cells and endogenous pulmonary progenitor cells. In one embodiment a bispecific antibody
capable of facilitating the interaction between CD25 on T regulatory cells and CD47 on pulmonary epithelial stem cells is described.
On
February 7, 2022, the Company filed a patent application titled “Treatment of COVID-19 Associated Cognitive Dysfunction by Nutraceutical
Preparations” that teaches means and methods of treating cognitive dysfunction associated with COVID-19 and/or other associated
with inflammatory conditions. In one embodiment treatment of COVID-19 cognitive dysfunction performed by administration of nutraceutical
means, wherein said nutraceuticals are administered at a frequency and/or concentration sufficient to induce proliferation of endogenous
neural progenitor cells and/or protect cells from inflammatory damage. In one embodiment said nutraceuticals are comprised of green tea
extract, and/or nigella sativa, and/or pterostilbene, and/or sulforaphane. In some embodiments nutraceutical compositions are utilized
to overcome treatment resistant of currently used antidepressants.
On
March 7, 2022, the Company filed a patent application titled “Treatment of Trauma Associated Cognitive Dysfunction Using Mesenchymal
Stem Cell Apoptotic Bodies and Compositions Thereof” which teaches means, treatments and compositions of matter useful for treatment
of chemotherapy/radiotherapy associated cognitive dysfunction. In one embodiment the invention provides the administration of mesenchymal
stem cell apoptotic bodies alone or in combination with “regenerative adjuvants” to prevent and/or reverse cognitive dysfunction
associated with chemotherapy and/or radiation therapy. In other embodiments the invention teaches the utilization of stem cell apoptotic
bodies for induction of neuroregeneration directly or indirectly.
On
May 12, 2022, the Company filed a patent application titled “Inhibition and Reversion of Chronic Obstructive Pulmonary Disease
(COPD) by Endothelial Cell Regeneration” that teaches means, treatment methods, and compositions of matter useful for prevention
and/or reversion of chronic obstructive pulmonary disease (COPD). In one embodiment the invention provides the administration of mesenchymal
stem cells and exosome thereof as a means of augmenting endogenous endothelial regeneration and/or endothelial regeneration stimulated
by exogenous means. In some embodiments the invention provides administration of allogeneic mesenchymal stem cells together with autologous
endothelial progenitor cells and/or mobilization of said autologous endothelial progenitor cells.
On
July 29, 2022, the Company filed a patent application titled “Gene Modified iPSC Derived Cellular Compositions for Regeneration
and Immune Modulation” that disclosed cells and cellular compositions useful for treatment of degenerative and/or autoimmune diseases
derived from gene edited/gene modified pluripotent stem cells. In one embodiment pluripotent stem cell such as inducible pluripotent
stem cells are gene modified to express tissue associated transcription factors such as pdx-1 if endodermal tissue is desired and cells
are differentiated into regenerative-type cells such as along the mesenchymal lineage. In one embodiment the invention teaches transfection
with IL-27 to induce expression of coinhibitory molecules for suppression of autoimmunity. In some embodiments the invention provides
generation of iPSC derived MSC which can not stimulate inflammation due to gene-editing based removal of inflammatory associated transcription
factors.
On
August 12, 2022, the Company filed a patent application titled “Treatment of Chronic Obstructive Pulmonary Disease by Mesenchymal
Stem Cell Apoptotic Bodies and Compositions Thereof” that discloses means, treatments and compositions of matter useful for treatment
of chronic obstructive pulmonary disease (COPD). In one embodiment the invention provides the administration of mesenchymal stem cell
apoptotic bodies alone or in combination with “regenerative adjuvants” to prevent and/or reverse reduction in lung function
associated with COPD. In other embodiments the invention teaches the utilization of stem cell apoptotic bodies for induction of pulmonary
regeneration directly or indirectly.
Issued
and Granted Patents:
On
June 20, 2017, the US Patent and Trademark Office issued and granted U.S. Patent No.: 9,682,047 titled “Augmentation of oncology
immunotherapies by pterostilbene containing compositions” that discloses compositions and methods useful to enhancing, improving,
or eliciting anti-tumor immune responses are disclosed. A pterostilbene containing composition is administered to a cancer patient at
a sufficient concentration and frequency to induce de-repression of tumor targeting immune responses. The composition enhances antibody
dependent cellular toxicity (ADCC) and augments efficacy of antigen specific immunotherapeutics such as trastuzumab and other monoclonal
antibody therapies useful for treating cancer. See: https://patents.justia.com/patent/9682047.
On
January 25, 2022, the US Patent and Trademark Office issued and granted U.S. Patent No.: 11229674 titled “Nutraceuticals for suppressing
indolamine 2,3 deoxygenase” which disclosed are compositions of matter, treatments and protocols useful for reduction of expression
and/or activity of indolamine 2,3 deoxygenase (IDO). In some embodiments the invention teaches the administration of a therapeutic combination
of ingredients comprising of pterostilbene, Nigella sativa, sulforaphane, and epigallocatechin-3-gallate (EGCG) to a mammal at possessing
an increased expression and/or activity of said IDO in which reduction of number and/or activity is desired. In another embodiment, the
invention teaches administration of said therapeutic combination to a mammal infected with viral and/or bacterial infections and/or neoplasia.
In some embodiments dosage of said therapeutic combination is based on inflammatory and/or immunological parameters observed in patients.
See: https://patents.justia.com/patent/11229674.
On
March 08, 2022, the US Patent and Trademark Office issued and granted U.S. Patent No.: 11,266,707 titled “Nutraceuticals for the
prevention, inhibition, and treatment of SARS-CoV-2 and associated COVID-19” that disclosed methods of treating or preventing complications
associated with a SARS-CoV-2 infection, comprising: administration of a combination comprising: a) Green Tea and/or extract thereof;
b) Blueberry and/or extract thereof; c) Nigella sativa and/or extract thereof; and d) broccoli and/or extract thereof in an amount and
frequency sufficient to treat or prevent complications associated with said SARS-CoV-2 infection. See: https://patents.justia.com/patent/11266707.
*The
data provided here is partial and does not contain all materials submitted for publication and is preliminary until peer review is complete.
These statements have not been evaluated by the Food and Drug Administration. These products are not intended to diagnose, treat, cure,
or prevent any disease.
Immune-Oncology
– Right To Try
In
May of 2018, President Donald J. Trump signed into the law, the Right To Try bill. In 2015/2016 TSOI began and completed a 10 patient
clinical trial of advanced cancer patients in Mexico at the Pan Am Cancer Treatment Center located in Tijuana Mexico using our dendritic
cell vaccine code named StemVacs. TSOI has since generated GCP documentation for the previously treated 10 patients into a Phase I trial,
which will be presented to the FDA by TSOI as part of an Ex-US trial compliant with 21 CFR 312.120 Foreign clinical studies not conducted
under an IND. This is a required step to conform to the new Right To Try law.
StemVacs
is an immunotherapy platform that consists of 5 components. The overarching approach to the StemVacs Immunotherapy Platform is as
follows:
| 1. | Treat
innate immune suppression: Administration of oral apigenin/NanoStilbene (Cancer DeTox Product)
to decrease immune suppressive toxic molecules made by tumor and tumor microenvironment. |
| 2. | Treat
adaptive immune suppression: Administration of MemoryMune to activate dormant memory cells
recognizing the tumor. Administration of LymphoBoost to repair deficient IL-12 production. |
| 3. | Stimulation
of immune response to cancer stem cells (StemVacs). |
| 4. | Consolidation
and maintenance of immunity: Cycles of StemVacs, supported by innaMune and LymphoBoost |
StemVacs
Autologous is a subcutaneously administered vaccine comprised of immune stimulatory peptides resembling cancer stem cell specific
proteins.
StemVacs
Allogeneic is a subcutaneously administered vaccine comprised of immune stimulatory peptides resembling cancer stem cell specific
proteins.
Cancer
Metabolic DeTox: This is an orally administered agent that is derived from various herbs termed apigenin. The unique property of
apigenin is that it inhibits a cancer associated metabolic pathway that degrades the amino acid tryptophan. Specifically, apigenin inhibits
the enzyme indolamine 2,3 deoxygenase (IDO), which is responsible for breaking down tryptophan in the vicinity of the tumor and generating
by-products such as kynurenine. It is known that immune activation is dependent on tryptophan being present in the tumor environment.
The depletion of tryptophan and generation of kynurenine by tumor cells and tumor associated cells is a major cause of immune suppression
in cancer. By administering Cancer Metabolic DeTox, the innate arm of the immune system has a chance to regenerate. This positions the
patient for better outcome after administration of specific immune stimulating vaccines.
MemoryMune:
This is a product derived from a two-step culture process of donor blood cells. The product MemoryMune reawakens dormant immune memory
cells. It is known that many cancer patients possess memory T cells that enter the tumor, however, once inside the tumor these cells
are inactivated. MemoryMune contains a unique combination of growth factors specific for immune system cells called “cytokines”.
LymphoBoost:
LymphoBoost is a proprietary formulation of Misoprostol, a drug approved for another indication, which we have shown to be capable of
stimulating lymphocytes, particularly NK cells and T cells, both critical in maintaining anti-tumor immunity.
innaMune:
This is a biological product derived from tissue culture of blood cells derived from healthy donors. It is a combination of cytokines
that maintain activity of innate immune system cells, as well as having ability to shift M2 macrophages to M1.
Chronic
Traumatic Encephalopathy (CTE), and Traumatic Brain Injury (TBI) –
Right To Try
On
December 10, 2018, Therapeutic Solutions International, Inc., announced the signing of an agreement between TSOI and Jadi Cell LLC for
licensing of the Jadi Cell universal donor adult stem cell, as covered in US Patent No.: 9,803,176 B2 for use in Chronic Traumatic Encephalopathy
(CTE), and Traumatic Brain Injury (TBI).
In
addition, on February 9, 2021, we obtained exclusive rights under the same for use of US Patent No.: 9,803,176 B2 in the treatment of
acute respiratory distress syndrome (ARDS) and other lung pathologies. The JadiCell was reported in a publication from the University
of Miami following a Phase 1/2 clinical trial, demonstrating intravenous administration of JadiCells, resulted in a significant survival
improvement in COVID-19 patients. The Phase 1/2 double blind, placebo-controlled trial treated 12 advanced COVID-19 patients with 100
million JadiCellsTM intravenously at days 0 and 3, and 12 patients received placebo control. At 28 days 91% of JadiCellTM treated patients
survived whereas only 42% of patients in the placebo group survived. There were no adverse effects associated with JadiCellTM administration.
For those treated with the JadiCell under the age of 85 the survival rate was 100% and in those over 85 the survival rate was 91% making
the JadiCell the most effective therapy to date in the entire world to treat ARDS.
The
Jadi Cell product, which belongs to the mesenchymal stem cell (MSC) family of cells, is a unique adult stem cell, which produces higher
levels of therapeutic factors compared to other stem cells. The cells have demonstrated safety in animal models and pilot human trials.
The Jadi Cell product is generated from umbilical cords, which are a source of medical waste and available in large quantities at inexpensive
prices.
Chronic
Traumatic Encephalopathy (CTE) is caused by repetitive concussive/sub-concussive hits to the head sustained over a period of years and
is often found in football players. The condition is characterized by memory loss, impulsive/erratic behavior, impaired judgment, aggression,
depression, and dementia. In many patients with CTE, it is anatomically characterized by brain atrophy, reduced mass of frontal and temporal
cortices, and medial temporal lobe.
Traumatic
brain injury (TBI) is an insult to the brain, not of a degenerative or congenital nature, but caused by external physical force that
may produce a diminished or altered state of consciousness, which results in an impairment of cognitive abilities or physical functioning.
CTE
represents a significant unmet medical need which we believe is amenable to stem cell intervention. We are eager to accelerate treatments
and potential cures for debilitating conditions such as CTE and traumatic brain injury and plan to leverage New regulatory pathways such
as the recently approved “Right to Try” Law to deliver these medicines as soon as possible to patients which currently have
no other options.
The
Jadi Cell product because of its advanced stage of development in contrast to other stem cell types, which require years, if not decades
of development before entry into American patients, will allow us we believe to be treating patients within 12 months. Currently means
of isolating, producing, scaling up, and delivery of the cells has all been worked out by Jadi Cell and Collaborators.
On
December 17, 2020, the Company filed an Investigational New Drug (IND) application seeking permission from the Food and Drug Administration
(FDA) to initiate a Phase I/II clinical trial assessing safety and signals of efficacy for treatment of Chronic Traumatic Encephalopathy
(CTE) patients with JadiCells™.
On
August 4th, 2021, the Company announced clearance from the Food and Drug Administration (FDA) to initiate a Phase III pivotal trial for
registration of the Company’s JadiCellTM universal donor stem cell as a treatment for COVID-19 associated lung failure under IND
# 19757. In previous studies the Company has demonstrated the superior activity of JadiCellTM to other types of stem cells including
bone marrow, adipose, cord blood, and placenta. Furthermore, the JadiCellTM was shown to be 100% effective in saving the lives of COVID-19
patients under the age of 85 in a double-blind placebo controlled clinical trial with patients in the ICU on a ventilator. In patients
over the age of 85 the survival rate was 91%. The Company also recently announced the launching of Phase III for IND # 19757 with Biorasi
LLC, a global, full-service CRO, who will run the clinical trial.
Sars/CoV2
Clinical Programs
On
June 8, 2020, the Company announced the initiation of a clinical trial aimed at demonstrating safety and efficacy of its immune-boosting
formulation QuadraMune™. The trial is anticipated to recruit 500 subjects at risk of SARS-CoV-2 infection, the type of coronavirus
which causes COVID-19. The new clinical trial has been granted ClinicalTrials.gov Identifier: NCT04421391 and is listed and registered
on the Federal Clinical Trial registry.
The
Company announced recently submission of a publication providing preclinical data which supports repositioning of its Cancer Immunotherapy
StemVacs™ as a candidate for treatment of COVID-19. StemVacs™ is based on activating universal donor immune system cells
called dendritic cells in a manner so that upon injection they reprogram the body’s “Natural Killer” cells.
Natural
killer cells are the most potent cell type in the body in terms of killing viruses. Unfortunately, natural killer cells also produce
chemicals called cytokines which at high concentrations can be lethal. The current data suggests that StemVacs™ can activate natural
killer cells while at the same time suppressing lung inflammation. This dual mechanism of action makes StemVacs™ a promising candidate
for treatment of coronavirus.
Schizophrenia/Suicide
Clinical Programs
On
October 29, 2020, the Company announced publication on the NIH clinical trials website of its newly initiated trial aiming to validate
a blood-based diagnostic for predicting suicide risk and is listed as NCT04606875.
The
Campbell Score™, which is a patent-pending method of quantifying inflammatory-associated biological markers, has previously been
shown in pilot investigator-initiated studies to correlate with propensity for suicide. Based on positive feedback from collaborators,
the Company decided to initiate a formal clinical trial to validate correlations between the Campbell Score™ and established psychiatric
assessment tools of suicidal propensity. Currently the only means of quantifying predisposition to suicide is based on psychological,
question-based techniques.
On
December 31, 2020, the Company signed license agreements with Campbell Neurosciences Inc., a partially owned company, for access to the
9 patents filed related to the previous Campbell Neurosciences Division. The patents are:
| 1. | 63/128759
Immunotherapy for Opioid Addiction |
| 2. | 63/122862
Treatment of Major Depressive Disorder and Suicidal Ideations Through Stimulation of Hippocampal
Neurogenesis Utilizing Plant-Based Approaches |
| 3. | 63/105964
Protection/Regeneration of Neurological Function by Endothelial Protection/Rejuvenation using
Stem Cells for Treatment of Conditions such as Chronic Traumatic Encephalopathy and Schizophrenia |
| 4. | 17/030416
Personalized Immunotherapies for Reduction of Brain Inflammation and Suicide Prevention |
| 5. | 63/077723
Immunotherapy of Schizophrenia and Schizophrenia Associated Suicidal Ideation/Suicide |
| 6. | 63/071381
Upregulation of Therapeutic T Regulatory Cells and Suppression of Suicidal Ideations in Response
to Inflammation by Administration of Nutraceutical Compositions Alone or Combined with Minocycline |
| 7. | 63/068388
Methods of Determining Risk of Suicide and/or Suicidal Ideation by Immunological Assessment |
| 8. | 63/061202
Prevention of Neuroinflammation associated Memory Loss Using Nutraceutical Compositions |
| 9. | 63/057315
Neuroprotection and Neuroregeneration by Pterostilbene and Compositions Thereof |
Additionally,
Campbell Neurosciences Inc. has entered into purchase agreements with Therapeutic Solutions International ensuring a continued supply,
at a discounted rate, of nutraceuticals which are being explored for antiinflammation/suicide prevention activity.
Treatment
of Chronic Obstructive Pulmonary Disease (COPD) Using JadiCell™ Universal Donor Adult Stem Cells
COPD
is a consistently progressive, ultimately fatal disease for which no treatment exists capable of either reversing or even interrupting
its course. It afflicts more than 5% of the population in many countries, and it accordingly represents the third most frequent cause
of death in the U.S., where it accounts for more than 600 billion in health care costs, morbidity, and mortality.
JadiCell
UC-MSCs have been utilized to treat patients with severe COVID-19 and have yielded promising results, preventing or attenuating the cytokine
storm. JadiCells have been recently introduced intravenously in patients with a neurodegenerative disorders, and have been approved for
testing in patients with Type 1 Diabetes (TlD). We hypothesize that JadiCells will exert beneficial therapeutic effects in COPD.
The
proposed clinical trial will recruit 10 patients of 40-80 years of age with moderate to severe COPD (GOLD [Global Initiative for Chronic
Lung Disease]. The enrolled patients will be treated with 100 million JadiCells intravenously with two injections spaced at 48 hours.
These
two treatments will be performed on days 0 and 2. JadiCell dosing will be performed at approximately 100 million cells/infusion delivered
at a maximum rate of 2 million cells/min per infusion.
Assessment
of lung function and safety will be performed on days 0, 30, 60, and 90. Safety will be assessed by occurrence of adverse events (AEs)
during either study-drug infusion or by physician assessments and laboratory evaluations, a record of COPD exacerbations will be maintained
for each patient.
Efficacy
measures will include improvement from baseline in pulmonary functions (FEV 1 , FVC, FEV 1 /FVC, total lung capacity by plethysmography,
27 single-breath carbon monoxide diffusing capacity, exercise performance [6-min walk test (6MWT)], and dyspnea assessment [Borg scale]),
and QOL (St. George’s Respiratory Questionnaire, and global assessment of patient status). COPD exacerbations were assessed as
the time to the first exacerbation and as the ratio of the rate of exacerbations between MSC- and placebo-treated patients.
Cellular
Manufacturing and Cell Banking
On
October 18, 2021, the Company announced the formation of Allogen Biologics Inc, a wholly owned subsidiary of TSOI. Allogen Biologics
will house intellectual property and Standard Operating Procedures related to generation of the Company’s existing and anticipated
cellular therapeutics. In addition, Allogen will house and maintain all relevant cell banks.
On
May 10, 2022, Allogen Biologic, Inc, and Therapeutic Solutions International Inc, entered into an Exclusive Patent License Agreement
(EPLA) for Patent Application Serial No. 63/254,469, filed by Licensor and titled as: Umbilical Cord Derived Regenerative and Immune
Modulatory Stem Cell Populations.
GOVERNMENT
REGULATION
The
Company’s business is subject to varying degrees of regulation by a number of government authorities in the United States, including
the United States Food and Drug Administration (FDA), the Federal Trade Commission (FTC), and the Consumer Product Safety Commission.
The Company will be subject to additional agencies and regulations if it enters the manufacturing business. Various agencies of the state
and localities in which we operate and in which our products are sold also regulate our business, such as the California Department of
Health Services, Food and Drug Branch. The areas of our business that these and other authorities regulate include, among others:
| ● | product
claims and advertising; |
| ● | product
labels; |
| ● | product
ingredients; and |
| ● | how
we package, distribute, import, export, sell and store our products. |
The
FDA, in particular, regulates the formulation, manufacturing, packaging, storage, labeling, promotion, distribution and sale of vitamins
and other nutritional supplements in the United States, while the FTC regulates marketing and advertising claims. The FDA issued a final
rule called “Statements Made for Dietary Supplements Concerning the Effect of the Product on the Structure or Function of the Body,”
which includes regulations requiring companies, their suppliers and manufacturers to meet Good Manufacturing Practices in the preparation,
packaging, storage and shipment of their products. Management is committed to meeting or exceeding the standards set by the FDA.
The
FDA has also issued regulations governing the labeling and marketing of dietary and nutritional supplement products. They include:
| ● | the
identification of dietary or nutritional supplements and their nutrition and ingredient labeling; |
| ● | requirements
related to the wording used for claims about nutrients, health claims, and statements of
nutritional support; |
| ● | labeling
requirements for dietary or nutritional supplements for which “high potency”
and “antioxidant” claims are made; |
| ● | notification
procedures for statements on dietary and nutritional supplements; and |
| ● | pre-market
notification procedures for new dietary ingredients in nutritional supplements. |
The
Dietary Supplement Health and Education Act of 1994 (DSHEA) revised the existing provisions of the Federal Food, Drug and Cosmetic Act
concerning the composition and labeling of dietary supplements and defined dietary supplements to include vitamins, minerals, herbs,
amino acids and other dietary substances used to supplement diets. DSHEA generally provides a regulatory framework to help ensure safe,
quality dietary supplements and the dissemination of accurate information about such products. The FDA is generally prohibited from regulating
active ingredients in dietary supplements as drugs unless product claims, such as claims that a product may heal, mitigate, cure or prevent
an illness, disease or malady, trigger drug status.
The
Company is also subject to a variety of other regulations in the United States, including those relating to taxes, labor and employment,
import and export, and intellectual property.
Critical
Accounting Policies and Estimates
The
discussion and analysis of our financial condition and results of operations are based on our unaudited condensed consolidated financial
statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these unaudited
condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. We
base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying values of assets and liabilities that re not readily apparent from other
sources. Actual results may differ materially from these estimates under different assumptions or conditions.
Recent
Accounting Pronouncements
Recent
accounting pronouncements are disclosed in Note 2 to the accompanying unaudited condensed consolidated financial statements included
in Item 1 of this Quarterly Report on form 10-Q.
Results
of Operations
You
should read the following discussion of our financial condition and results of operations together with the unaudited financial statements
and the notes to the unaudited financial statements included in this quarterly report. This discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking
statements.
Overview
Currently
the Company is focused on immune modulation for the treatment of several specific diseases. Immune modulation refers to the ability to
upregulate (make more active) or downregulate (make less active) one’s immune system.
Activating
one’s immune system is now an accepted method to treat certain cancers, reduce recovery time from viral or bacterial infections
and to prevent illness. Additionally, inhibiting one’s immune system is vital for reducing inflammation, autoimmune disorders and
allergic reactions.
TSOI
is developing a range of immune-modulatory agents to target certain cancers, schizophrenia, suicidal ideation, traumatic brain injury,
and for daily health.
Nutraceutical
Division – TSOI has been producing high quality nutraceuticals. Its current flagship product, QuadraMune® , is a multi-patented
synergistic blend of pterostilbene, sulforaphane, epigallocatechingallate, and thymoquionone. QuadraMune has been shown to increase Natural
Killer Cell activity and healthy Cytokine production. Our synergistic blend of ingredients help the immune system fight off common and
complex ailments and promote healthy T Cell activity. Recently the Company was approved to sell certain nutraceuticals on the Amazon
Platform.
Cellular
Division – TSOI recently obtained exclusive rights to a patented adult stem cell for development of therapeutics in the area
of chronic traumatic encephalopathy (CTE), traumatic brain injury (TBI), and lung pathology.
For
the three and six months ended June 30, 2022 and 2021
We
had net loss of $1,190,757 for the three months ended June 30, 2022, compared to a net loss of $637,242 for the three months ended June
30, 2021, an increase of $553,515. This increase was mainly due to increases in general and administrative expenses, consulting, legal
and professional fees, and research and development expenses. We had net loss of $824,165 for the six months ended June 30, 2021, compared
to a net loss of $1,791,680 for the six months ended June 30, 2022, an increase of $967,515. This increase was mainly due to general
and administrative expenses, consulting, legal and professional fees, and research and development expenses.
Net
sales increased $15,305, from $23,444 to $38,749, for the three months ended June 30, 2021 and June 30, 2022, respectively. Net sales
increased $79,142, from $44,505 to $123,647, for the six months ended June 30, 2021 and June 30, 2022, respectively.
Cost
of goods sold increased $4,623 from $4,086 to $8,709, for the three months ended June 30, 2021 and June 30, 2022, respectively. These
increases were mainly a result of the increases in net sales for products in 2022 and 2021. Cost of goods sold increased $9,480, from
$15,167 to $24,647, for the six months ended June 30, 2021 and June 30, 2022, respectively. These increases were mainly a result of the
increases in net sales for products in 2022 and 2021.
Operating
expenses for the three-month periods ended June 30, 2022 and 2021 were $1,105,423 and $442,785, an increase of $662,638. This increase
was mainly due to increases in general and administrative expenses, consulting, legal and professional fees, and research and development
expenses. Operating expenses for the six-month periods ended June 30, 2022 and 2021 were $1,701,082 and $713,691, an increase of $987,391.
This increase was mainly due to general and administrative expenses, consulting, legal and professional fees, and research and development
expenses.
General
and administrative expenses increased $115,076, from $28,640 to $143,716 for the three months ended June 30, 2021 and 2022, respectively.
General and administrative expenses increased $118,272, from $65,451 to $183,723 for the six months ended June 30, 2021 and 2022, respectively.
This increase was mainly attributable to an increase in expenses during the three and six months ended June 30, 2022.
Salaries,
wages, and related expenses decreased $18,234, from $130,767 to $112,533 for the three months ended June 30, 2021 and 2022, respectively.
This decrease was mainly due to a decrease in wage related expenses for the three months ended June 30, 2022. Salaries, wages, and related
expenses decreased $8,412, from $235,230 to $226,818 for the six months ended June 30, 2021 and 2022, respectively. This decrease was
mainly due to a decrease in wage related expenses for the three and six months ended June 30, 2022.
Consulting
fees increased $65,863 from $76,147 to $142,010 for the three months ended June 30, 2021 and 2021, respectively, due to an increase in
overall consulting services. Consulting fees increased $111,796 from $117,330 to $229,126 for the six months ended June 30, 2021 and
2022, respectively, due to an increase in overall consulting services.
Legal
and professional fees increased $34,125 from $75,146 to $109,271 for the three months ended June 30, 2021 and 2022, respectively, due
to an increase in independent public accounting fees and legal expense. Legal and professional fees increased $15,465, from $143,898
to $159,363 for the six months ended June 30, 2021 and 2022. These increases were mainly related to independent public accounting fees
and legal expenses during the six months ended June 30, 2022.
Research
and development increased $465,808, from $132,085 to $597,893 for the three months ended June 30, 2021 and 2022, respectively, due to
an increase in research and development. Research and development increased $750,270, from $151,782 to $902,052 for the six months ended
June 30, 2021 and 2022. These increases were mainly related to research and development expenses during the three and six months ended
June 30, 2022.
Loss
on derivatives liability decreased approximately $41,114, from $84,298 to $43,184, for the three months ended June 30, 2021 and 2022,
respectively. This decrease was mainly due to a decrease in the amount of new convertible notes being issued during the current period.
Loss on derivatives liability increased approximately $322,837, from $432,553 to $109,716, for the six months ended June 30, 2021 and
2022, respectively This decrease was mainly due a decrease in the amount of new convertible notes being issued during the current six-month
period.
Change
in fair derivatives liabilities gains increased approximately $56,636 from 66,566 to $123,202 for the three months ended June 30, 2021
and 2022, respectively. This increase was largely due to an increase in the balance of convertible notes outstanding upon which the derivative
liability is recorded. Change in fair derivatives liabilities gains decreased $305,244 from $570,752 to $263,508 for the six months ended
June 30, 2021 and 2022, respectively. This decrease was largely due to a decrease in the balance of convertible notes outstanding upon
which the derivative liability is recorded.
Net
interest expense decreased $691 from $196,083 to $195,392 for the three months ended June 30, 2021 and 2022 respectively. This decrease
was mainly due to decreased debt balances. Net interest expense increased $67,379 from $278,011 to $345,390 for the six months ended
June 30, 2021 and 2022, respectively. This increase was mainly due to increased debt balances.
Liquidity
and Capital Resources
We
have experienced recurring losses over the past years which have resulted in accumulated deficits of approximately $15.7 million and
a working capital deficit of approximately $1.5 million at June 30, 2022. These conditions raise significant doubt about the Company’s
ability to continue as a going concern. The Company’s ability to continue as a going concern is contingent upon its ability to
secure additional financing, increase sales of its products and attain profitable operations. It is the intent of management to continue
to raise additional capital. However, there can be no assurance that the Company will be able to secure such additional funds or obtain
such on terms satisfactory to the Company, if at all.
There
is no guarantee we will receive the required financing to complete our business strategies, and it is uncertain whether future financing
will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop
or expand our operations.
Off
Balance Sheet Arrangements
We
currently do not have any off-balance sheet arrangements.