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Quest PharmaTech Inc. — Management Reports 2023
May 31, 2023
44256_rns_2023-05-31_cdba0d86-117f-4352-b1ec-e9853d58da2b.pdf
Management Reports
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Management Discussion and Analysis of Financial Condition and Results of Operations (As of May 31, 2023)
This MD&A contains projections and other forward-looking statements regarding future events. Such statements are predictions, which may involve known and unknown risks, uncertainties and other factors, which could cause the actual events or results and company plans and objectives to differ materially from those expressed. For information concerning factors affecting the Company's business, the reader is referred to the documents that the Company files from time to time with applicable Canadian securities and regulatory authorities.
This discussion and analysis of the results of operations of Quest PharmaTech Inc. ("Quest" or the "Company") should be read in conjunction with the audited consolidated financial statements and accompanying notes for the years ended January 31, 2023 and 2022. The audited consolidated financial statements have been prepared in accordance with international financial reporting standards ("IFRS") and have been audited by the Company's auditors. This discussion and analysis provides information on the operations of Quest on a consolidated basis. All amounts are expressed in Canadian dollars unless otherwise noted and references to the term "year" refer to the fiscal year ended January 31st. Additional information related to the Company is on SEDAR at www.sedar.com.
Fourth Quarter, Fiscal 2023 Development Highlights:
In May 2023, the Company agreed in principle with OQP Bio Inc., to exchange the Company's OQP Bio bonds for 77.5 billion KRW (Cdn$83,855,000) in cash and 64.6 billion KRW (Cdn$69,897,200) in bonds of Canaria Bio M (K-OTC – 118970) ("CABM"). The cash is receivable in 3 tranches (end of May 2023 – 21.6 billion KRW (Cdn$23,371,200), end of December 2023 – 25.9 billion KRW (Cdn$28,023,800) and end of June 2024 – 30.0 billion KRW (Cdn$32,460,000)). The CABM bonds will carry a feature that permits the Company to convert its CABM bonds into 20.5 million CABM shares and following a business restructuring, the CABM shares will be converted into 2.51 million shares of Canaria Bio ("CAB"), a KOSDAQ traded company (KOSDAQ trading symbol – 016790).
Canaria Bio continues with site development and patient enrolment for its multi-national Phase 3 registration clinical trial for oregovomab (NCT04498117) in advanced ovarian cancer patients.
Products Under Development
MAb AR9.6
Quest has identified and validated the tumor-targeting ability of a novel monoclonal antibody, AR9.6, that binds to MUC16 and blocks the activation of growth factor receptors and thereby inhibits phosphorylation of Akt, which leads to reduced cell proliferation, in vivo tumor growth and metastasis.
AR9.6, as a promising theranostic agent, was established in animal models, leading to two manuscripts in peer reviewed journals and one patent application.
The potential cancer targets include pancreatic, colon, leukemia, ovarian and breast cancer.
Equity Investments
OncoQuest Inc.
OncoQuest is a private Canadian biotechnology company developing next generation of combinatorial immunotherapy products for the treatment of cancer. On April 22, 2020, OncoQuest announced a definitive agreement to sell its drug portfolio to OQP Bio in exchange for OQP Bio bonds and cash with a notional value of US$308.4 million and a commitment to fund the Oregovamab Phase 3 Clinical Trial.
Quest has a 42.52% interest in OncoQuest.
OncoVent Co., Ltd.
OncoVent is a China-based global pharmaceutical company focusing on the development, manufacturing and commercialization of Cancer Immunotherapy Products within China with pancreatic cancer as its first target. OncoVent holds the license for OncoQuest's immunotherapy portfolio for the greater China market.
Quest has a 10.67% direct interest in OncoVent (23% indirect).
Bioceltran Co., Ltd.
In September 2022, the Company sold its ownership interest in Bioceltran Co. Ltd. for proceeds of $300,000. $90,000 was paid on execution of the sale agreement and the remaining $210,000 is payable within 12 months. As part of the transaction, the Company also terminated the exclusive license for the Photodynamic Therapy technology.
Financial Results
Net consolidated loss for the year was $7,332,315 or $0.043 per share on a basic and fully diluted basis as compared to a consolidated loss of $85,038,575 or $0.505 per share on a basic and fully diluted basis for the year ended January 31, 2022. Net research and development expenditures for fiscal 2023 totaled $336,227 while general and administrative expenses were $497,989 for the same period. As of January 31, 2023, the Company had consolidated cash of $374,658 (May 31, 2023 – $50,000).
Selected Annual Financial Information
| January 31,2023 | January 31, 2022 | January31, 2021 | |
|---|---|---|---|
| Net income (loss)for the year | (7,332,315) | (85,038,575) | 190,064,469 |
| Basic income (loss)/ share | (0.043) | (0.505) | 1.133 |
|---|---|---|---|
| Diluted income (loss) /share | (0.043) | (0.505) | 1.112 |
| Total assets | 84,357,911 | 91,028,572 | 175,613,827 |
Results of Operations
Quest's net consolidated income (loss) includes some significant non-cash items, including $3,096,272 of an OncoQuest Equity Method loss for Quest's investment in OncoQuest. Other significant non-cash items include options issued as consideration for services and options issued to employees. For the years ended January 31, 2023 and January 31, 2022, share based payment transaction expense related to shares/options issued for services was $9,000 and $98,000 respectively and for employees was $144,000 and $172,500, respectively. Net consolidated loss for the year ended January 31, 2023 was $7,332,315 or $0.043 per share on a basic and fully diluted basis as compared to a consolidated loss of $85,038,575 or $0.505 per share on a basic and fully diluted basis for the year ended January 31, 2022. After adjusting for non-cash items, cash flows used in operating activities for the year ended January 31, 2023 were $554,683 as compared to $170,776 for the year ended January 31, 2022.
Expenses
The following table identifies the changes in general and administrative expense for the year ended January 31, 2023 compared to the year ended January 31, 2022.
| General andadministrative expenses | 2023 | 2022 | Increase (decrease) | |
|---|---|---|---|---|
| $ | $ | $ | ||
| Salaries, wages and benefits | 182,247 | 193,023 | (10,776) | |
| Auditand accountingfees | 72,930 | 70,000 | 2,930 | |
| Legal fees | 23,505 | 6,039 | 17,466 | |
| Other support costs | 110,359 | 243,818 | (133,459) | |
| Travel | 799 | 490 | 309 | |
| Consulting/business development costs | 25,000 | - | 25,000 | |
| Rent | 16,114 | 7,935 | 8,179 | |
| Insurance | 26,185 | 23,349 | 2,836 | |
| Public company related costs | 28,072 | 38,187 | (10,115) | |
| Depreciation | 12,778 | 37,496 | (24,718) | |
| Total general and administrative | 497,989 | 620,337 | (122,348) | |
| expenses |
General and administrative costs have decreased in 2023 compared to 2022 due primarily to a decrease in corporate finance activity. Decreases in other support costs relate to share-based compensation which was $100,800 in 2023 compared to $232,000 in 2022.
The following table identifies the changes in research and development (R&D) expense for the year ended January 31, 2023 compared to the year ended January 31, 2022.
| Research and development | |||
|---|---|---|---|
| expenses | 2023 | 2022 | Increase (decrease) |
| $ | $ | $ | |
| Sub-contract,consultingand |
| clinical trials | 13,000 | 37,370 | (24,370) |
|---|---|---|---|
| Salaries, wagesand benefits | 173,741 | 11,946 | 161,795 |
| Legal (patent prosecution) | 18,975 | 23,237 | (4,262) |
| Rent | 37,600 | 18,516 | 19,084 |
| Other R&Dcosts | 92,187 | 78,101 | 14,086 |
| Depreciation | 724 | 1,066 | (342) |
| Research and developmentexpenses | 336,227 | 170,236 | 165,991 |
Overall, R&D costs have increased in 2023 compared to 2022 due primarily to an increase in salaries, wages and benefits devoted to the Company's drug development program.
Fourth Quarter Results of Operations
For the three months ended January 31, 2023 ("Q4 2023"), the Company had a net loss of $4,758,943 or $0.028 basic and fully diluted income per share, compared to a net loss of $75,869,109 or $0.451 basic and fully diluted per share for the three months ended January 31, 2022 ("Q4 2022"). The net loss for Q4 2023 is mainly a result of fair value adjustments made to the Company's investment in OncoQuest and to the Company's investment in OQP Bio bonds. The net loss for Q4 2022 relates primarily to the equity method losses and fair value adjustments for Quest's investment in OncoQuest in Q4 2022. Research and development costs of $237,406 were incurred during Q4 2023 compared to $15,169 during Q4 2022. Most of the R&D cost increase is the result of increased staffing costs devoted to the Company's research and development program. General and administrative costs were $nil for Q4 2023 compared to $154,102 for Q4 2022. The Q4 2023 decrease relates to a reduction in staffing costs devoted to general and administrative activities in Q4 2023 compared to Q4 2022.
Summary of Quarterly Results
The following table presents unaudited selected financial information for each of the last eight quarters ended January 31, 2023.
| Year ended January 31, 2023 | |||||
|---|---|---|---|---|---|
| Q1 | Q2Q3 | Q4 | |||
| $ | $ | $ | $ | ||
| Revenue | - | - | - | - | |
| Net income (loss) for the | (1,048,204) | (614,034) | (911,134) | (4,758,943) | |
| period | |||||
| Basic income (loss)per | (0.006) | (0.004) | (0.005) | (0.028) | |
| share(1) | |||||
| Fullydiluted income | |||||
| (loss)per share(1) | (0.006) | (0.004) | (0.005) | (0.028) |
| Year ended January 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Q1Q2Q3Q4 | ||||||
| $ | $ | $ | $ | |||
| Revenue | - | - | - | - |
| Net income (loss) for the | (585,928) | 448,885 | (9,032,423) | (75,869,109) |
|---|---|---|---|---|
| period | ||||
| Basic income (loss)per | (0.003) | 0.003 | (0.054) | (0.451) |
| share (1) | ||||
| Fullydiluted income | ||||
| (loss)per share(1) | (0.003) | 0.003 | (0.054) | (0.451) |
(1) Quarterly losses per share are not additive and may not equal annual loss per share reported. This is due to the effect of shares issued during the year on the weighted average number of shares outstanding for the full year.
Share-Based Payment Transactions
During the year ended January 31, 2023, the Company granted a total of 1,700,000 (2022 – 2,500,000) share options, as per the Company's Share Option Plan. In 2023, 100,000 options were granted to non-employees, and 1,600,000 to employees at exercise prices ranging from $0.09 - $0.10, all vesting immediately. In 2022, 900,000 options were granted to non-employees and 1,600,000 to employees at exercise prices ranging from $0.10 - $0.115, all vesting immediately. The fair value of these options, totaling $153,000, was recognized as an expense and credited to contributed surplus for the year ended January 31, 2023 (2022 - $270,500).
Capital Expenditures
Expenditures on capital assets were $nil for the year ended January 31, 2023 (2022 - $nil).
Outstanding Share Data
The Company has the following securities outstanding as at May 31, 2023:
| Common sharesissued and outstanding at January 31, 2023 | 169,129,247 |
|---|---|
| Share options outstanding as at January 31, 2023 | 18,530,000 |
| Warrants outstanding as at January31, 2023 | - |
| Share options granted since January 31, 2023 | - |
| Share options exercised since January 31, 2023 | - |
| Shareoptions expired since January 31, 2023 | - |
Fully diluted common shares outstanding are 187,659,247 assuming the exercise of all share options.
Financial Instruments
Fair Value - Given their short-term maturity, the fair value of cash, accounts receivable, accounts payable and the short-term loan approximate the carrying value. The fair values of these financial instruments are measured using a Level 1 classification (quoted prices in active markets). The OQP Bio bonds are fair valued through profit or loss and measured using a Level 2 classification (market observable valuation technique).
Foreign Currency Risk - The Company has assets and liabilities that are denominated in foreign currencies and that are exposed to the financial risk of earnings fluctuation arising from changes in foreign exchange rates and the degree of volatility of those rates. The Company does not currently use derivative instruments to reduce its exposure to foreign currency risk.
Liquidity Risk - Company's exposure to liquidity risk is dependent on its ability to raise funds to meet its commitments and sustain its operations. The Company controls liquidity risk by managing its working capital and by securing additional funds through equity, debt or partnering transactions.
Credit Risk - Financial instruments that subject the Company to credit risk consist primarily of cash, restricted cash and short-term investments and accounts receivable. To minimize its exposure to credit risk for cash and short-term investments, the Company invests surplus cash in fully guaranteed short-term deposits with its financial banker, a major Canadian bank. As the Company is primarily involved in research and development, the Company's exposure to credit risk related to accounts receivable is not considered to be significant.
Interest Rate Risk - Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and financial liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company's cash, restricted cash and restricted short-term investments are comprised of highly liquid deposits that earn interest at market rates. Accounts receivable and accounts payable bear no interest. The Company manages its interest rate risk by maximizing the interest income earned on excess funds while maintaining the liquidity necessary to conduct operations on a day-to-day basis.
Liquidity and Capital Resources
The Company's ability to continue as a going concern is uncertain and is dependent upon its ability to raise additional capital to successfully complete its research and development programs, commercialize its technologies, conduct clinical trials and receive regulatory approval for its products.
At January 31, 2023, consolidated cash was $374,658, as compared to consolidated cash of $264,340 at January 31, 2022. At May 31, 2023, the Company had consolidated cash of approximately $50,000.
Cash used in operating activities was $554,683 for the year ended January 31, 2023 compared to $170,776 for the year ended January 31, 2022.
The Company continues to implement a disciplined approach to containing costs and is focusing on programs aimed at achieving near-term goals.
Quest's funding needs will vary as its drug development products move into and through clinical trials. Based on current operating budgets, management believes that the capital resources of the Company should be sufficient to fund operations into the first quarter of fiscal 2025. The Company will seek additional capital through the sale of non-core assets, further equity financings, licensing arrangements involving its core technologies and strategic partnerships.
Contractual Obligations
In the normal course of operations, Quest has entered into contracts providing for the following payments over the following fiscal years:
| Payments due by year | |||||
|---|---|---|---|---|---|
| Total | Within 1 year2 –3 years4 –5 yearsAfter 5 years | ||||
| $ | $ | $ | $ | $ | |
| Operating leases | - | 23,344 | - | - | - |
| Total contractualobligations | - | 23,344 | - | - | - |
Related Party Transactions
Cost Sharing Agreement - The Company and OncoQuest operate in the same lease space. In December 2015, the Company entered into a cost sharing agreement with OncoQuest whereby certain of the common costs (leasing costs, utilities, etc.) are shared on an equal 50/50 basis between the companies. These costs were approximately $7,500 gross per month and fluctuated on a month-to-month basis. The amount paid for lease and other office related costs to Quest increased on February 1, 2017 to a monthly rate of $10,000 per month due to increase in scope of operations at OncoQuest. The Company received $30,000 under this arrangement for the year ended January 31, 2023.
Cost Recovery - Executive Services Agreement - In July 2020, the Company entered into an Executive Services Agreement with OncoQuest whereby the Company's officers render executive services to OncoQuest for a fee of $10,000 per month.
During the years ended January 31, 2021 and 2022, the Company received 2% interest-bearing debt funding of $500,000 from OncoQuest Inc. The funding is for drug development and operational purposes, is short term and repayable within 12 months. During the year ended January 31, 2023, the Company received additional 2% interest-bearing debt funding of $500,000 from OncoQuest. The Company accrued $18,657 of loan interest related to this obligation for the year ended January 31, 2023 (2022 - $5,096). Subsequent to year-end, the Company made a $200,000 principal repayment of the debt funding to OncoQuest Inc.
During the year ended January 31, 2023, two officers of the Company exercised 445,000 share options to acquire 445,000 common shares of the Company at an exercise price of $0.10 per common share.
During the year ended January 31, 2022, as part of executive compensation, the Company remunerated its CEO, Ragupathy Madiyalakan, with a bonus payment comprised of shares of OncoVent having an estimated fair market value of $28,318.
These transactions were recorded at the exchange amount which is the amount agreed to by the related parties.
Investment in OncoVent Co., Ltd.
In March 2016, OncoQuest, signed a joint venture contract with Shenzhen Hepalink. The agreement results in the creation of a new company in China called OncoVent Co., Ltd. ("OncoVent"), to focus on the research and development of Cancer Immunotherapy Products for the Chinese market. Under the agreement, OncoQuest licensed the greater China rights to the Immunotherapy Technologies and provided US$1,000,000 for 46% of the shares of OncoVent. Shenzhen Hepalink contributed US$5,000,000 for 54% of the shares of OncoVent. As part of the agreement, OncoQuest transferred a portion of its shares in OncoVent to Quest and to another party such that Quest owns 10.67% and the other party owns 6%, respectively, of the shares of OncoVent. Management believes the creation of OncoVent will provide additional resources for product development that OncoQuest can access to accelerate its worldwide product registration strategy. OncoVent will focus on the development, manufacturing and commercialization of Cancer Immunotherapy Products within China with pancreatic cancer as its first target. On October 31, 2016, Shenzhen Hepalink contributed US$5,000,000 to OncoVent. On November 1, 2016, OncoQuest contributed $1,337,900 (US$1,000,000) to OncoVent.
For financial statement purposes, Quest accounts for its investment in this affiliated entity under the equity method. Oncovent began operations in November 2016.
| $ | |
|---|---|
| Balance, January 31, 2016 | - |
| Investmentin joint venture, November 1, 2016 | 1,337,900 |
| Equity Method share of loss for the year endedJanuary 31, 2017 | (475,771) |
| Transfer of 6% interest to third party | (174,509) |
| Balance, January 31, 2017 | 687,620 |
| Equity Method loss for the year ended January31,2018 | (331,442) |
| Balance, January 31, 2018 | 356,178 |
| Equity Methodloss for the yearended January31, 2019 | (324,877) |
| Balance,January 31, 2019 | 31,301 |
| Equity Methodloss for the three-monthperiod ended April 30, 2019 | (31,301) |
| Balance, January 31, 2020and onwards to January31 2023 | - |
Investment in OncoQuest Inc.
The Company owns 42.52% of the common shares of OncoQuest Inc. The Company accounts for this investment using the Equity Method of accounting. OncoQuest recorded a net loss for the year ended January 31, 2022 of $135,828,030 (USD108,421,728). This loss resulted from OncoQuest writing down the value of the OQP Bio bonds by $133,277,067 (USD106,384,787) due to the lack of liquidity and marketability of the bonds. Quest, with a 42.52% ownership interest in OncoQuest at January 31, 2022, recorded an Equity Method loss of $57,754,078.
Quest reduced the value of its investment in OncoQuest at January 31, 2022 by recording a fair value adjustment of $26,748,980, and a foreign exchange adjustment in other comprehensive loss of $50,335 so that Quest's investment in OncoQuest would not exceed $10,495,335, Quest's percentage ownership interest in OncoQuest at year end of 42.52% multiplied by OncoQuest's shareholders' equity at January 31, 2022 of $24,683,289 (USD 19,406,627).
The January 2022 dividend received by Quest from OncoQuest reduced Quest's investment in OncoQuest by a further $80,218,210.
The dividend was an in-kind dividend of OQP Bio bonds with a face value of KRW129.1 billion and an estimated fair value on January 31, 2022, of Cdn$80.2 million.
OncoQuest recorded a net loss for the year ended January 31, 2023 of $7,285,277 (USD5,567,655). This loss resulted from foreign exchange and fair value changes during the year related to OncoQuest's foreign denominated receivables, investments, put option and common share instrument. Quest, with a 42.52% ownership interest in OncoQuest at January 31, 2023, recorded an Equity Method loss of $3,096,272.
Quest recorded a foreign exchange adjustment in other comprehensive income of ($64,155).
The Company's equity investment in OncoQuest is as follows for the years ended January 31, 2022 and 2023:
| Year Ended | |
|---|---|
| January 31 | |
| $ | |
| Investment in OncoQuest at January 31, 2021 | 175,266,938 |
| Equity Method lossfor the year ended January 31, 2022 | (57,754,078) |
| Fair value adjustment at January 31, 2022 | (26,748,980) |
| Other comprehensive loss –foreign exchange | (50,335) |
| January2022 in-kind dividend from OncoQuest | (80,218,210) |
| Investment in OncoQuest at January 31, 2022 | 10,495,335 |
| Equity Method lossfor the year ended January 31, 2023 | |
| (3,096,272) | |
| Other comprehensive loss–foreign exchange | (64,155) |
| Investment in OncoQuest at January 31, 2023 | 7,334,908 |
OQP Bio Bonds received as a dividend by Quest:
| Bond name | Face Value | Applied | Fair value | Fair value |
|---|---|---|---|---|
| (KRW) | discount | (KRW) | (Cdn) | |
| OQP Bio bond # | ||||
| 10 | 20,415,802,312 | 0.00% | 20,415,802,312 | 21,518,256 |
| OQP Bio bond # | ||||
| 12/13 | 19,406,110,515 | 0.00% | 19,406,110,515 | 20,454,040 |
| OQP Bio corp | ||||
| bond | 89,268,108,367 | 59.35% | 36,286,445,823 | 38,245,914 |
| 129,090,021,194 | 76,108,358,650 | 80,218,210 |
Quest, with advice from independent valuation advisors, used a discount rate of 59.35% to fair value the OQP Bio corporate bond, due to the uncertainty regarding the ability to redeem the OQP Bio corporate bond for cash or shares of OQP Bio. As well, Quest used an exchange rate of 948.767 KRW to 1 Canadian dollar, the exchange rate on January 14, 2022 when the dividend was issued, for all of the OQP Bio bonds, to arrive at an estimate of fair value in Canadian dollars. As the OQP Bio bonds are denominated in KRW, the value of the bonds in Canadian dollars may be subject to exchange rate fluctuations.
Subsequent to year-end, the Company agreed in principle with OQP Bio Inc., to exchange the Company's OQP Bio bonds for 77.5 billion KRW (Cdn$83,855,000) in cash and 64.6 billion KRW (Cdn$69,897,200) in bonds of Canaria Bio M ("CABM").
| As at January312023 | As at January 312022 | |
|---|---|---|
| USD | USD | |
| Current assets | $7,784,120 | $50,353,977 |
| Non-current assets | $17,816,682 | $7,665,604 |
| Current liabilities | $13,592,029 | $40,443,153 |
| Non-currentliabilities | $nil | $nil |
OncoQuest Summarized Financial Information:
| For the yearended | For the yearended | |
|---|---|---|
| January31 2023 | January31 2022 | |
| USD | USD | |
| Revenue | $nil | $nil |
| Net income/ (loss) | ($5,567,655) | ($110,256,652) |
| Othercomprehensiveincome/ | ||
| (loss) | $nil | $nil |
Summarized financial information for Quest's other investment, OncoVent is not included because the information is not considered to be material at this time.
Disclosure Controls and Procedures
The management of Quest is responsible for establishing and maintaining disclosure controls and procedures for the Company and is continuing with the implementation of disclosure controls and procedures, to provide reasonable assurance that material information relating to the Company, including its consolidated subsidiaries, is made known to Quest management particularly during the period in which the annual filings are being prepared.
Internal Controls Over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal controls over financial reporting. Management has taken steps to improve the procedures and provide maintenance related to an effective design for the Company's internal controls and procedures over financial reporting.
Management continues to note weaknesses in internal controls over financial reporting including those related to the limited number of accounting staff members resulting in a lack of segregation of duties.
Management will continue with the implementation of procedures aimed at minimizing the risk of material error in its financial reporting and will seek outside expertise when the need arises.
Risks and Uncertainties
Going concern uncertainty - The Company's financial statements have been prepared on a going concern basis which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company has experienced significant operating losses and cash outflows from operations since its inception. The Company's ability to continue as a going concern is uncertain and is dependent upon its ability to raise additional capital to successfully complete its research and development programs, commercialize its technologies and conduct clinical trials and receive regulatory approvals for its products, and upon the ability and timing for OncoQuest to monetize the consideration received in the transaction with OQP Korea and distribute any net proceeds to shareholders, including to Quest.
Quest's proprietary technologies are in various stages of development and some technologies have not received regulatory approval to begin clinical trials. It will be necessary for the Company to produce sufficient preclinical data in order to receive regulatory approval to begin clinical trials. There is no assurance that regulatory approval will be received to begin clinical trials. For the proprietary technologies that have received regulatory approval to begin clinical trials, future success will depend upon the ability of the Company to move the products through clinical trials, the effect and safety of these products, the timing and cost to receive regulatory and marketing approvals and the filing and maintenance of patent claims.
Quest's proprietary technologies have exposure to risks associated with commercialization. Even after product approval is obtained, there is no assurance that the Company will have a sufficient market for its products or the working capital required for commercialization.
The Company maintains clinical trial liability and product liability insurance; however, it is possible that this coverage may not provide full protection against all risks.
The Company may be exposed to risks associated with malfunctioning equipment, catastrophic events and other events within and outside of the Company's control. The Company maintains insurance believed to be adequate to cover any eventuality, but there is no guarantee that coverage will be sufficient for all purposes.
To a large degree, the Company's success is dependent upon attracting and retaining key management and scientific personnel to further the Company's drug development programs. There is a risk that required personnel may not be available to the Company when needed and, as a result, this may have a negative impact on the Company.
Quest must continue to raise additional capital by issuing new share capital through equity financing, licensing arrangements and/or strategic partnerships. The Company's ability to raise additional capital will depend upon the progress of moving its drug development products into and through clinical trials and the strength of the equity markets, which are uncertain. There can be no assurance that additional capital will be available.
In March 2021, the trading in the shares of OQP Korea was suspended on the KOSDAQ Exchange due to a denial of an audit opinion related to OQP Korea's December 31, 2020 annual financial statements. Although OncoQuest management continue to work diligently with OQP Korea management to resolve these issues as quickly as possible, it remains uncertain at this time as to whether regulatory approval will ultimately be received or the timing of any such approval. OncoQuest's ability to monetize the consideration received in the transaction with OQP Korea will be dependent upon OQP Korea's ability to fund the repayment of any bonds that become due or that could be redeemed and a liquid trading market being available for any shares of OQP Korea that are received as consideration or issued upon conversion of the bonds held. Monetization of some of the consideration will be necessary for OncoQuest to fund Canadian income tax obligations resulting from the transaction.
The determination of fair value for Quest's investment in OncoQuest and in the OQP Bio bonds in future periods will depend on management estimates and reasoned judgements for such values looking at appropriate evidence that is available at the time. OncoQuest and OQP Bio are privately held companies with no public trading history. Readers are cautioned that from one reporting period to the next, the change in value for the Company's investments and any resultant fluctuation in earnings per share for Quest may be significant.
As a result of the spread of the COVID-19 coronavirus, economic uncertainties have arisen which may impact operating activities and will depend on future developments, including the duration and spread of the outbreak, related travel advisories and restrictions, the recovery times of the disrupted supply chains, the consequential staff shortages, and production delays, or the uncertainty with respect to the accessibility of additional liquidity or capital markets, all of which are highly uncertain and cannot be predicted. There was no perceived impact for the Company for the year ended January 31, 2022. The potential future impact is unknown at this time.