4.	Liquidity and Business Plan

We will need to obtain additional funds to continue our operations and execute our current business plans. We

may

seek to raise additional funds through various sources, such as equity and debt financings, or through strategic collaborations and license agreements. We can give

assurances that we will be able to secure additional sources of funds to support our operations, or if such funds are available to us, that such additional financing will be sufficient to meet our needs or on terms acceptable to us. This risk would increase if our clinical data is inconclusive or

not

positive or economic conditions worsen in the market as a whole or in the pharmaceutical or biotechnology markets individually.

In closings occurring in

December 2018

and

January 2019

the Company sold

$2.2

million principal amount of unsecured convertible promissory notes (the “Notes”) and warrants to purchase up to

1,243,498

shares of common stock (the “Warrants”) in a private placement to certain investors pursuant to a Securities Purchase Agreement. On

June 30, 2019

the principal balance and accrued interest of

$105,000

converted into

651,758

shares of common stock per the terms of the Notes at a conversion rate of

$3.50.

See Note

titled “Indebtedness” for a detailed discussion of the material terms of the Notes. The Warrants are exercisable for a period of

five

years from the date of issuance at an initial exercise price of

$4.50.

If we are unable to obtain additional financing when needed, we believe that will need to reduce our operations by taking actions that

may

include, among other things, reducing use of outside professional service providers, reducing staff or further reducing staff compensation, significantly modifying or delaying the development of our SBP-

101

product candidate, licensing rights to

third

parties, including the right to commercialize our SBP-

101

product candidate for pancreatic cancer, recurrent acute and/or chronic pancreatitis or other applications that we would otherwise seek to pursue, or discontinuing operations entirely.

Our future success is dependent upon our ability to obtain additional financing, the success of our development efforts, our ability to obtain marketing approval for our SBP-

101

product candidate in the United States or other markets and ultimately our ability to market and sell our SBP-

101

product candidate. If we are unable to obtain additional financing when needed, if our clinical trials are

not

successful or if we are unable to obtain marketing approval, we would

not

be able to continue as a going concern and would be forced to cease operations and liquidate our company.

There can be

assurances that we will be able to obtain additional financing on commercially reasonable terms, or at all. The sale of additional convertible debt or equity securities would likely result in dilution to our current stockholders.