{"url_path":"/sec/okyo/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1849296/0001493152-26-033847-index.html","accession_number":"0001493152-26-033847","cik":"0001849296","ticker":"OKYO","issuer_name":"OKYO Pharma Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1849296/0001493152-26-033847-index.html","primary_entity_key":"0001849296","primary_entity_name":"OKYO Pharma Ltd"},"word_count":3522,"has_tables":true,"body_markdown":"**ITEM\n5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS**\n\n \n\n*You\nshould read the following discussion and analysis of our financial condition and results of operations together with “Selected\nConsolidated Financial Data” and our consolidated financial statements and the related notes thereto appearing at the end of this\nAnnual Report. We present our consolidated financial statements in U.S. dollars and in accordance with International Financial Reporting\nStandards, or IFRS, as issued by the International Accounting Standards Board, or IASB.*\n\n \n\n*Some\ninformation included in this discussion and analysis, including statements regarding industry outlook, our expectations regarding our\nfuture performance, liquidity and capital resources and other statements regarding our plans and strategy for our business and related\nfinancing, are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. You should\nread the “Risk Factors” section of this Annual Report for a discussion of important factors that could cause actual results\nto differ materially from the results described in or implied by the forward-looking statements contained in the following discussion\nand analysis.*\n\n \n\n*We\nmaintain our books and records in Pounds Sterling, and we prepare our financial statements in accordance with IFRS as issued by the IASB.\nWe report our financial results in U.S. dollars.*\n\n \n\n**Overview**\n\n** **\n\n****For\na description of business highlights in 2026, please refer to “Item 4B. Information on the Company—Business Overview”.\n\n \n\n**Foreign\ncurrency translations**\n\n \n\nItems\nincluded in the financial statements are measured using the currency of the primary economic environment in which the entity operates\n(the functional currency). The consolidated financial statements are presented in U.S. dollars, which is our presentation currency.\n\n \n\n52\n\n \n\n \n\nForeign\ncurrency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. Foreign\nexchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange\nrates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement.\n\n \n\nThe\nfinancial statements of overseas subsidiary undertakings are translated into our functional currency on the following basis:\n\n \n\n \n●\nAssets\nand liabilities at the rate of exchange ruling at the year-end date.\n\n \n \n \n\n \n●\nProfit\nand loss account items at the average rate of exchange for the year.\n\n \n\nExchange\ndifferences arising from the translation of the net investment in foreign entities, borrowings and other currency instruments designated\nas hedges of such investments, are taken to equity (and recognized in the statement of comprehensive income) on consolidation.\n\n \n\n**Components\nof Our Results of Operations**\n\n \n\n**Revenues**\n\n \n\nTo\ndate, we have not generated any revenue from product sales and do not expect to generate any revenue from the sale of products in the\nnear future. If our development efforts for our product candidates are successful and result in regulatory approval, we may generate\nrevenue in the future from product sales.\n\n \n\n**Operating\nExpenses**\n\n \n\n*Research\nand Development Expenses*\n\n \n\nR&D\nexpenses consist primarily of costs incurred in connection with the R&D of our product candidates and are expensed as incurred. These\nexpenses consist of:\n\n \n\n \n●\nexpenses\nincurred under agreements with CROs, CMOs, as well as investigative sites and consultants that conduct our clinical trials, preclinical\nstudies and other scientific development services;\n\n \n \n \n\n \n●\nmanufacturing\nscale-up expenses and the cost of acquiring and manufacturing materials for preclinical studies and clinical trial materials;\n\n \n \n \n\n \n●\nemployee-related\nexpenses, including salaries, related benefits, travel and share-based compensation expense for employees engaged in R&D functions;\n\n \n \n \n\n \n●\ncosts\nrelated to compliance with regulatory requirements;\n\n \n\n \n●\nfacilities\ncosts, depreciation and other expenses, which include rent and utilities; and\n\n \n \n \n\n \n●\nfees\nfor maintaining our third-party licensing agreements.\n\n \n\n \n\nWe\nrecognize external development costs based on an evaluation of the progress to completion of specific tasks using information provided\nto us by our service providers.\n\n \n\nOur\ndirect R&D expenses are tracked on a program-by-program basis for our product candidates and consist primarily of external costs,\nsuch as fees paid to outside consultants, CROs and CMOs in connection with our preclinical development, manufacturing and clinical development\nactivities. Our direct R&D expenses by program also include fees incurred under our license agreements. We do not allocate employee\ncosts or facility expenses, including depreciation or other indirect costs, to specific programs because these costs are deployed across\nmultiple programs and, as such, are not separately classified. We use internal resources primarily to oversee the R&D as well as\nfor managing our preclinical development, process development, manufacturing and clinical development activities. These employees work\nacross multiple programs and, therefore, we do not track their costs by program.\n\n \n\n53\n\n \n\n \n\nThe\ntable below summarizes our R&D expenses incurred by program:\n\n \n\n  \nYear ended March 31, \n\n  \n2026  \n2025  \n2024 \n\nDirect research and development expense by program: \n    \n    \n   \n\nUrcosimod \n$1,764,796  \n$2,224,675  \n$8,179,510 \n\nOK-201 \n 44,248  \n 29,569  \n 64,061 \n\nTotal direct research and development expense \n$1,809,044  \n$2,254,244  \n$8,243,571 \n\n  \n    \n    \n   \n\nTotal research and development expense \n$1,809,044  \n$2,254,244  \n$8,243,571 \n\n \n\nR&D\nactivities are central to our business model. Product candidates in later stages of clinical development generally have higher development\ncosts than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical\ntrials and related product manufacturing expenses. As a result, we expect that our R&D expenses will increase substantially over\nthe next several years as we increase personnel costs and prepare for regulatory filings related to our product candidates. We also expect\nto incur additional expenses related to milestone, royalty payments and maintenance fees payable to third parties with whom we have entered\ninto license agreements to acquire the rights related to our product candidates.\n\n \n\nThe\nsuccessful development and commercialization of our product candidates is highly uncertain. At this time, we cannot reasonably estimate\nor know the nature, timing and costs of the efforts that will be necessary to complete the preclinical and clinical development of any\nof our product candidates or when, if ever, material net cash inflows may commence from any of our product candidates. This uncertainty\nis due to the numerous risks and uncertainties associated with development and commercialization, including the uncertainty of:\n\n \n\n \n●\nthe\nscope, progress, outcome and costs of our preclinical development activities, clinical trials and other R&D activities;\n\n \n \n \n\n \n●\nestablishing\nan appropriate safety profile with IND- and CTA-enabling studies;\n\n \n \n \n\n \n●\nsuccessful\npatient enrollment in, and the initiation and completion of, clinical trials;\n\n \n \n \n\n \n●\nthe\ntiming, receipt and terms of any marketing approvals from applicable regulatory authorities;\n\n \n \n \n\n \n●\nestablishing\ncommercial manufacturing capabilities or making arrangements with third-party manufacturers;\n\n \n \n \n\n \n●\ndevelopment\nand timely delivery of commercial-grade drug formulations that can be used in our clinical trials and for commercial launch;\n\n \n \n \n\n \n●\nobtaining,\nmaintaining, defending and enforcing patent claims and other intellectual property rights;\n\n \n \n \n\n \n●\nsignificant\nand changing government regulation;\n\n \n \n \n\n \n●\nlaunching\ncommercial sales of our product candidates, if and when approved, whether alone or in collaboration with others; and\n\n \n \n \n\n \n●\nmaintaining\na continued acceptable safety profile of the product candidates following approval.\n\n \n\n54\n\n \n\n \n\nWe\nmay never succeed in achieving regulatory approval for any of our product candidates. We may obtain unexpected results from our clinical\ntrials. We may elect to discontinue, delay or modify clinical trials.\n\n \n\n*General\nand Administrative Expenses*\n\n \n\nGeneral\nand administrative expenses consist primarily of salaries, related benefits, travel and share-based compensation expense for personnel\nin executive, finance and administrative functions. General and administrative expenses also include professional fees for legal, consulting,\naccounting and audit services.\n\n \n\nWe\nanticipate that our general and administrative expenses will increase in the future as we increase our headcount to support our continued\nresearch activities and development of our product candidates. We also anticipate that we will incur increased accounting, audit, legal,\nregulatory, compliance, director and officer insurance costs, as well as investor and public relations expenses associated with being\na public company.\n\n \n\n*Taxation*\n\n \n\nThe\ntax expense for a period represents the total of current taxation and deferred taxation. The charges in respect of current taxation are\nbased on the estimated taxable profit for the relevant year. Taxable profit for the year is based on the profit as shown in the income\nstatement, as adjusted for items of income or expenditure which are not deductible or chargeable for tax purposes. The current tax liability\nfor the year is calculated using tax rates which have either been enacted or substantively enacted at the relevant balance sheet date.\n\n \n\nUnder\nUK tax legislation, small and medium entity R&D relief allows us to claim back up to 14.5% of our surrenderable losses as a tax cash\ncredit.\n\n \n\n**A.\nResults of Operations**\n\n \n\nThe\nresults of operations that follow reflect the historic periods under review and should not be taken as indicative of future performance.\n\n \n\n**Comparison\nof Years Ended March 31, 2026 and 2025**\n\n \n\nThe\nfollowing tables summarizes our results of operations for the years ended March 31, 2026 and 2025:\n\n \n\n  \nYear Ended March 31, \n\n  \n2026  \n2025  \nChange \n\n  \n  \n\nOperating Expenses: \n    \n    \n   \n\nResearch and development \n$(1,809,044) \n$(2,254,244) \n$445,200 \n\nGeneral and administrative \n$(6,690,509) \n$(4,837,653) \n$(1,852,856)\n\nTotal Operating expenses \n$(8,499,553) \n$(7,091,897) \n$(1,407,656)\n\n  \n    \n    \n   \n\nFinance Income/ (Expense) \n (442,117) \n (878,174) \n 436,057 \n\n  \n    \n    \n   \n\nTax (charge)/credit \n (7,987) \n 3,263,779  \n (3,271,766)\n\n  \n    \n    \n   \n\nNet Loss \n$(8,949,657) \n$(4,706,292) \n$(4,243,365)\n\n  \n    \n    \n   \n\nOther comprehensive loss: \n    \n    \n   \n\nForeign currency translation adjustment \n (659,139) \n (158,973) \n (500,166)\n\n  \n    \n    \n   \n\nTotal Comprehensive (Loss) \n$(9,608,796) \n$(4,865,265) \n$4,743,531 \n\n \n\n*Research\nand Development Expenses*\n\n \n\nResearch\nand development activities were $1,809,044 for the year ended March 31, 2026 compared to $2,254,244 for the year ended March 31, 2025,\na decrease of $445,200. The decrease is due to the settlement of patent invoices for Bam8 and Chemerin.\n\n \n\n55\n\n \n\n \n\n*General\nand Administrative Expenses*\n\n \n\nOperating\nexpenses were $6,690,509 for the year ended March 31,2026 as compared to $4,837,653 for the year ended March 31, 2025, a increase of\n$1,852,856. This is predominantly due to increases in option charges resulting from the issuance of additional options, legal expenses\ndue to costs from the issuance of shares, recruitment expenses for executive personal and public relations expenses due to increased\nmedia consulting and press releases.\n\n \n\n*Finance\nExpenses (net)*\n\n \n\nFinance\nexpenses (net) were $442,117 for the year ended March 31, 2026 as compared to $878,174 for the year ended March 31, 2025. Finance expenses\n(net) decreased due to the conversion of loan notes during the year.\n\n \n\n*Income\nTax (Charge)/ Credit*\n\n \n\nAn\nincome tax charge of $7,987was recognized for the year ended March 31, 2026 and an income tax credit of $3,263,779was recognized for\nthe year ended March 31, 2025. The tax charge was due to IRS payments due. The credit was due to tax receipt for 2023 research and development\nexpenditure credits of $1,411,748 and a provision for the expected 2024 research and development expenditure credits of $1,852,031.\n\n \n\n**Comparison\nof Years Ended March 31, 2025 and 2024**\n\n \n\nThe\nfollowing tables summarizes our results of operations for the years ended March 31, 2025 and 2024:\n\n \n\n  \nYear Ended March 31, \n\n  \n2025  \n2024  \nChange \n\n  \n  \n\nOperating Expenses: \n    \n    \n   \n\nResearch and development \n$(2,254,244) \n$(8,243,571) \n$5,989,327 \n\nGeneral and administrative \n$(4,837,653) \n$(7,506,161) \n$2,668,508 \n\nTotal Operating expenses \n$(7,091,897) \n$(15,749,732) \n$8,657,835 \n\n  \n    \n    \n   \n\nOther Income/ (Expense) \n (878,174) \n (1,053,313) \n 175,139 \n\n  \n    \n    \n   \n\nTax credit \n 3,263,779  \n (22,416) \n 3,286,195 \n\n  \n    \n    \n   \n\nNet Loss \n$(4,706,292) \n$(16,825,461) \n$12,119,169 \n\n  \n    \n    \n   \n\nOther comprehensive loss: \n    \n    \n   \n\nForeign currency translation adjustment \n (158,973) \n 141,095  \n (300,068)\n\n  \n    \n    \n   \n\nTotal Comprehensive (Loss) \n$(4,865,265) \n$(16,684,366) \n$11,819,101 \n\n \n\n*Research\nand Development Expenses*\n\n \n\nResearch\nand development activities were $2,254,244 for the year ended March 31, 2025 compared to $8,243,571 for the year ended March 31, 2024,\na decrease of $5,989,327. The decrease is due to the completion of the clinical trial in DED and the initiation of a smaller and less\ncostly 48 patient clinical trial in NCP.\n\n \n\n*General\nand Administrative Expenses*\n\n \n\nOperating\nexpenses were $4,837,653 for the year ended March 31,2025 as compared to $7,506,161 for the year ended March 31, 2024, a decrease of\n$2,668,508. This is predominantly due to decreases in chairman and employee bonuses, a reduction in D&O insurance premiums, a reduction\nin consultancy spend and a decrease in option charges due to the surrender of unvested options.\n\n \n\n56\n\n \n\n \n\n*Other\nExpenses*\n\n \n\nOther\nexpenses were $878,174 for the year ended March 31, 2025 as compared to $1,053,313 for the year ended March 31, 2024. Other expenses\nis comprised of the interest due on a related party loan as well as interest due and repayable in cash on convertible loan notes issued\nin 2025.\n\n \n\n*Income\nTax (Charge)/ Credit*\n\n \n\nAn\nincome tax credit of $3,263,779 was recognized for the year ended March 31, 2025 and an income tax charge of $22,416 was recognized for\nthe year ended March 31, 2024. The credit was due to tax receipt for 2023 research and development expenditure credits of $1,411,748\nand a provision for the expected 2024 research and development expenditure credits of $1,852,031.\n\n \n\n**B.\nLiquidity and Capital Resources**\n\n \n\nSince\nour inception, we have not generated any revenue and have incurred operating losses and negative cash flows from our operations. We have\nfunded our operations to date primarily with proceeds from the sale of our ordinary shares, exercise of warrants and convertible loan\nnotes.\n\n \n\nAs\nof March 31, 2026, we had cash and cash equivalents plus cash classified as short term investment of $20,594,268.\n\n \n\nThrough\nMarch 31, 2026, we received net cash proceeds from the sale and issuance of ordinary shares of $25,204,869.\n\n \n\n*Cash\nFlows*\n\n \n\nThe\nfollowing table summarizes our cash flows for each of the periods presented:\n\n \n\n  \nYear ended March 31, \n\n  \n2026  \n2025  \n2024 \n\nNet cash used in operating activities \n$(5,935,900) \n (1,810,931) \n$(9,490,537)\n\nNet cash used in investing activities \n (6,006,080) \n (1,208) \n - \n\nNet cash provided by financing activities \n 25,023,336  \n 2,655,742  \n 6,208,508 \n\n  \n    \n    \n   \n\nNet (decrease)/increase in cash and cash equivalents \n$13,081,356  \n 843,603  \n$(3,282,029)\n\n \n\n*Net\nCash Used in Operating Activities*\n\n \n\nOur\nuse of cash in each of the years ended March 31, 2026, 2025 and 2024, resulted primarily from our net losses, adjusted for non-cash charges\nand changes in components of working capital. Net cash used in operating activities of $5,935,900 during the year ended March 31, 2026,\nincreased by $4,124,969 compared to the year ended March 31, 2025. The increase is primarily due increases in operational expenses.\n\n \n\nNet\ncash used in operating activities of $1,810,931 during the year ended March 31, 2025 decreased by $7,679,606 compared to the year ended\nMarch 31, 2024. The decrease is primarily due to fees, expenses and interest being settled in shares, share options surrendered, and\nresearch and development tax rebates received.\n\n \n\n*Net\nCash Used in Investing Activities*\n\n \n\nDuring\nthe year ended March 31, 2026, $6,006,080 was used for investing activities. Short term fixed deposits totaled $6,000,000 and $6,080\nwas used for the purchase of equipment. During the year ended March 31, 2025, $1,208 was used for investing activities for the purchase\nof equipment and the year ended March 31, 2024, no cash was used for investing activities.\n\n \n\n57\n\n \n\n \n\n*Net\nCash Provided by Financing Activities*\n\n \n\nDuring\nthe year ended March 31, 2026, net cash provided by financing activities was $25,023,336, consisting of net cash proceeds from our sale\nand issuance of ordinary shares.\n\n \n\nDuring\nthe year ended March 31, 2025, net cash provided by financing activities was $2,655,742, consisting of net cash proceeds from our sale\nand issuance of ordinary shares of $1,705,742 and proceeds from the issuance of Convertible Loan Notes of $950,000.\n\n \n\nDuring\nthe year ended March 31, 2024, net cash provided by financing activities was $6,208,508, consisting of net cash proceeds from our sale\nand issuance of ordinary shares.\n\n \n\n*Funding\nRequirements*\n\n \n\nWe\nexpect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance the preclinical activities,\nmanufacturing and clinical trials of our product candidates and as we:\n\n \n\n \n●\nseek\nregulatory approvals for any product candidates that successfully complete clinical trials;\n\n \n\n \n●\nestablish\na sales, marketing and distribution infrastructure in anticipation of commercializing any product candidates for which we may obtain\nmarketing approval and intend to commercialize on our own or jointly;\n\n \n \n \n\n \n●\nhire\nadditional clinical, medical and development personnel;\n\n \n \n \n\n \n●\nexpand\nour infrastructure and facilities to accommodate our growing employee base; and\n\n \n \n \n\n \n●\nmaintain,\nexpand and protect our intellectual property portfolio.\n\n \n\nWe\nbelieve that our existing cash will enable us to fund our operating expenses and capital expenditure requirements for the\nforeseeable future. The Group will however need to raise additional funds or secure a funding solution in the longer term. We have\nexperienced net losses and significant cash outflows from cash used in operating activities over the past years, and as of March 31,\n2026, had an accumulated deficit of $152 million, net loss for the year ended March 31, 2026, of $9.0 million and net cash used in\noperating activities of $5.9 million.\n\n \n\nWe\nhave prepared cash flow projections that include the costs associated with the continued clinical trials as well as ongoing business\noperations. On the basis of those projections, we conclude that there are sufficient resources in place to continue as a going concern.\nWe have based these estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner\nthan we expect. If we receive regulatory approval for our other product candidates, we expect to incur significant commercialization\nexpenses related to product manufacturing, sales, marketing and distribution.\n\n \n\nBecause\nof the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical product candidates,\nwe are unable to estimate the exact amount of our working capital requirements. Our future funding requirements will depend on and could\nincrease significantly as a result of many factors, including:\n\n \n\n \n●\nthe\nscope, progress, outcome and costs of our preclinical development activities, clinical trials and other research and development\nactivities;\n\n \n \n \n\n \n●\nthe\ncosts, timing, receipt and terms of any marketing approvals from applicable regulatory authorities;\n\n \n \n \n\n \n●\nthe\ncosts of future activities, including product sales, marketing, manufacturing and distribution, for any of our product candidates\nfor which we receive marketing approval;\n\n \n\n58\n\n \n\n \n\n \n●\nthe\nrevenue, if any, received from commercial sale of our products, should any of our product candidates receive marketing approval;\n\n \n \n \n\n \n●\nthe\ncosts and timing of hiring new employees to support our continued growth;\n\n \n \n \n\n \n●\nthe\ncosts of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending\nintellectual property-related claims; and\n\n \n \n \n\n \n●\nthe\nextent to which we acquire technologies.\n\n \n\nUntil\nsuch time, if ever, that we can generate product revenue sufficient to achieve profitability, we expect to finance our cash needs through\nequity offerings and other financing activities such as debt arrangements. To the extent that we raise additional capital through the\nsale of equity, your ownership interest will be diluted. If we raise additional funds through other third-party funding, collaboration\nagreements, strategic alliances, licensing arrangements or marketing and distribution arrangements, we may have to relinquish valuable\nrights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be\nfavourable to us. If we are unable to raise additional funds through equity financings when needed, we may be required to delay, limit,\nreduce or terminate our product development or future commercialization efforts or grant rights to develop and market products or product\ncandidates that we would otherwise prefer to develop and market ourselves.\n\n \n\n**Borrowings**\n\n \n\nOn\nSeptember 24, 2024, we entered into a fixed term unsecured loan agreement with an existing shareholder for $550,000 at an interest rate\nof 20% per annum to be repaid by June 1, 2026. The loan is convertible into shares at the election of the noteholder at a price of $0.70\nper share.\n\n \n\nOn\nOctober 28, 2024, we entered into a fixed term unsecured loan agreement with an existing shareholder for $250,000 at an interest rate\nof 20% per annum to be repaid by November 1, 2026. The loan is convertible into shares at the election of the noteholder at a price of\n$0.70 per share.\n\n \n\nOn\nJanuary 16, 2025, we entered into a fixed term unsecured loan agreement with an existing shareholder for $150,000 at an interest rate\nof 20% per annum to be repaid by February 1, 2027. The loan is convertible into shares at the election of the noteholder at a price of\n$0.70 per share.\n\n \n\nThe\nfixed term unsecured loans and interest were converted into 1,688,493 shares on October 29,2025.\n\n \n\n**C.\nResearch and Development Expenses, Patents and Licenses, etc.**\n\n \n\nSee\n“Item 4.B.—Business Overview,” and “Item 5. Operating and Financial Review and Prospects.”\n\n \n\n**D.\nTrend Information**\n\n \n\nSee\n“Item 5. Operating and Financial Review and Prospects—Trend Information.”\n\n \n\n**E.\nOff-Balance Sheet Arrangements**\n\n \n\nWe\ndid not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules\nand regulations of the SEC.\n\n \n\n59\n\n \n\n \n\n**F.\nTabular Disclosure of Contractual Obligations**\n\n \n\nThe\nfollowing table summarizes our contractual commitments and obligations as of March 31, 2026 and 2025.\n\n \n\nAs\nat March 31, 2026\n\n \n\n(in thousands) \n **Total**  \n **Less than 1 Year**  \n **Between 1 and 5 Years**  \n **More than 5 Years** \n\nBorrowings \n$-  \n$-  \n$-  \n$- \n\nOperating lease obligations \n$-  \n$-  \n$-  \n$- \n\nTotal \n$-  \n$-  \n$-  \n$- \n\n \n\nAs\nat March 31, 2025\n\n \n\n(in thousands) \n **Total**  \n **Less than 1 Year**  \n **Between 1 and 5 Years**  \n **More than 5 Years** \n\nBorrowings \n$-  \n$-  \n$-  \n$- \n\nOperating lease obligations \n$-  \n$-  \n$-  \n$- \n\nTotal \n$-  \n$-  \n$-  \n$- \n\n \n\nPlease\nrefer to “Item 4 B. Business Overview” and “Item 10.C. Material Contracts” for further details.\n\n \n\n**G.\nSafe Harbor**\n\n \n\nThis\nAnnual Report on Form 20-F contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E\nof the Exchange Act and as defined in the Private Securities Litigation Reform Act of 1995. See the section titled “Cautionary\nStatement Regarding Forward-Looking Statements”."}