▸ Management has performed an analysis and concluded that substantial doubt exists about our ability to continue as a going concern. Separately, our independent registered public accounting firm has included in its opinion for the year ended March 31,· · · · · ● 1 ▸ Our use of generative artificial intelligence tools in our operations may expose us to risks related to confidentiality, accuracy, regulatory compliance and intellectual property ownership or rights.· · · · · ● 1 ▸ Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business.· · · · ● ● 2 ▸ Claims, litigation, government investigations and other proceedings may adversely affect our business, operating results and financial condition.· · · · ● ● 2 ▸ group Risks Related to Litigation· · · · ● ● 2 ▸ The anticipated benefits of the sale of our FXR program may not be fully realized as we may not receive some or all of the potential milestone payments related to the sale of our FXR program.· · · · ● ● 2 ▸ The near and long-term viability of our services platform and R&D efforts will depend on our ability to successfully establish strategic relationships.· · · · ● ● 2 ▸ We are a pharmaceutical and biotechnology services company focusing on providing testing of drugs and drug candidates in 3D human tissue models, which is an unproven business strategy that may never achieve profitability.· · · · ● ● 2 rw ▸ Changes in U.S. patent law or the patent law of other countries or jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our products.· · · ● ● ● 3 ▸ We may expend our limited resources to pursue a particular product candidate or indication and fail to capitalize on potential product candidates or indications that may be more profitable or for which there is a greater likelihood of success.· · · ● ● ● 3 rw ▸ Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and share price.· · ● ● ● ● 4 ▸ Department of Health and Human Services Office of Civil Rights issued a proposed rule that would amend certain security compliance requirements for covered entities and business associates.· · · · ● · 1 ▸ Nasdaq Listing Rule 5810(c)(3)(A), we were provided an initial period of 180 calendar days, or until January 14, 2025, to regain compliance.· · · · ● · 1 ▸ Actions that we have taken to restructure our business to align our cost structure with our strategic priorities may not have the anticipated effects.· · · ● · · 1 ▸ If any of these or any other risks and uncertainties occur, our efforts to establish Mosaic as a commercial business may be unsuccessful, which would harm our business and results of operations.· · · ● · · 1 ▸ We may not be successful in establishing our Mosaic Cell Sciences division (“Mosaic”) as a profitable commercial business.· · · ● · · 1 ▸ The impact of the Russian invasion of Ukraine and the Israel-Hamas war on the global economy, energy supplies and raw materials is uncertain, but may prove to negatively impact our business and operations.· · ● ● · · 2 rw ▸ We are a biotechnology company focusing on 3D bioprinting technology to develop human tissues and disease models for drug discovery and development, which is an unproven business strategy that may never achieve profitability.· · ● · · · 1 ▸ Investors’ expectations of our performance relating to environmental, social and governance factors may impose additional costs and expose us to new risks.· ● ● ● · · 3 ▸ Clinical drug development involves a lengthy and expensive process with uncertain timelines and uncertain outcomes, and results of earlier studies and trials may not be predictive of future results.● ● ● ● · · 4 ▸ Our quarterly operating results may vary, which could negatively affect the market price of our common stock.● ● · · · · 2 ▸ Our two largest shareholders have significant influence over key decision making as a result of their concentrated ownership of the voting power of our outstanding capital stock.● · · · · · 1 ▸ group Risks Related to COVID-19● ● · · · · 2 ▸ We face risks related to health epidemics, including the COVID-19 pandemic, which could have a material adverse effect on our business and results of operations.● ● · · · · 2 rw ▸ We may be unable to continue as a going concern in the future.● ● · · · · 2 ▸ Compliance with the reporting requirements of federal securities laws can be expensive.● ● ● ● ● ● 6 ▸ Current and future legislation may increase the difficulty and cost of commercializing drug candidates and may affect the prices that can be charged if drug candidates are approved for commercialization.● ● ● ● ● ● 6 rw ▸ Future strategic investments could negatively affect our business, financial condition and results of operations if we fail to achieve the desired returns on our investment.● ● ● ● ● ● 6 ▸ If the prices for our potential products are reduced or if governmental and other third-party payors do not provide adequate coverage and reimbursement of our drugs, our future revenue, cash flows and prospects for profitability will suffer.● ● ● ● ● ● 6 ▸ If we are not able to adequately protect our proprietary rights, our business could be harmed.● ● ● ● ● ● 6 ▸ If we fail to obtain and sustain an adequate level of reimbursement for our potential products by third-party payors, potential future sales would be materially adversely affected.● ● ● ● ● ● 6 ▸ Investors may experience dilution of their ownership interests because of the future issuance of additional shares of our capital stock.● ● ● ● ● ● 6 ▸ Our business could be adversely impacted if we are unable to retain our executive officers and other key personnel.● ● ● ● ● ● 6 ▸ Our business will be adversely impacted if we are unable to successfully attract, hire and integrate key additional employees or contractors.● ● ● ● ● ● 6 ▸ Patents covering our products could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad.● ● ● ● ● ● 6 ▸ group Risks Related to Government Regulation● ● ● ● ● ● 6 ▸ group Risks Related to Our Capital Requirements, Finances and Operations● ● ● ● ● ● 6 ▸ group Risks Related to Our Common Stock and Liquidity Risks● ● ● ● ● ● 6 ▸ group Risks Related to Our Intellectual Property● ● ● ● ● ● 6 ▸ group Risks Related to our Business● ● ● ● ● ● 6 ▸ The near and long-term viability of our services and R&D efforts will depend on our ability to successfully establish strategic relationships.● ● ● ● ● ● 6 rw ▸ There is no assurance that an active market in our common stock will continue at present levels or increase in the future.● ● ● ● ● ● 6 ▸ Using our platform technology to develop healthy human tissues and disease models to support both external and internal drug discovery and development is new and unproven.● ● ● ● ● ● 6 rw ▸ We could fail to maintain the listing of our common stock on the Nasdaq Capital Market, which could seriously harm the liquidity of our stock and our ability to raise capital or complete a strategic transaction.● ● ● ● ● ● 6 ▸ We do not intend to pay dividends for the foreseeable future.● ● ● ● ● ● 6 ▸ We have a history of operating losses and expect to incur significant additional operating losses.● ● ● ● ● ● 6 ▸ We may be involved in lawsuits or other proceedings to protect or enforce our patents or the patents of our licensors, which could be expensive, time-consuming and unsuccessful.● ● ● ● ● ● 6 ▸ We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties.● ● ● ● ● ● 6 ▸ We may be subject to security breaches or other cybersecurity incidents that could compromise our information and expose us to liability.● ● ● ● ● ● 6 ▸ We may be unable to adequately prevent disclosure of trade secrets and other proprietary information.● ● ● ● ● ● 6 ▸ We may experience conflicts of interest with Viscient Biosciences, Inc. with respect to business opportunities and other matters.● ● ● ● ● ● 6 ▸ We may identify material weaknesses in our internal control over financial reporting in the future that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements.● ● ● ● ● ● 6 rw ▸ We may not be able to protect our intellectual property rights throughout the world.● ● ● ● ● ● 6 ▸ We will face intense competition in our services and drug discovery efforts.● ● ● ● ● ● 6 rw ▸ We will incur substantial additional operating losses over the next several years as our services and research and development activities proceed.● ● ● ● ● ● 6 rw ▸ We will require access to a constant, steady, reliable supply of human cells to support our services and research and development activities.● ● ● ● ● ● 6 rw