TABLE OF CONTENTS

Due to automatic rounding, rounding differences may arise in the addition of figures and percentages.

Assignment and Execution (Preparation Report)

On behalf of the management of

Panoptes Pharma Ges.m.b.H.

and in accordance with the requirements of the law and the articles of incorporation and in compliance with the principles of proper accounting and reporting as well as the guidelines on the accounting and valuation methods to be applied, we have prepared the interim financial statements for the financial year 1 January 2019 to 31 December 2019 in accordance with the Austrian Commercial Code (UGB), consisting of the balance sheet, income statement and notes.

The basis for the preparation of the interim financial statements were the business documents including inventory (§§ 191 et seq. UGB) and information provided to us by the client, which were not audited or assessed for plausibility by us in accordance with the order, and which were confirmed to be complete and correct.

The preparation of the financial statements was carried out in compliance with the professional opinion KFS/RL 26 ("Principles for the Preparation of Financial Statements") applicable to the preparation of financial statements. Neither an audit, nor a review of the financial statements, nor any other audit or agreed-upon examination procedures were performed, so that consequently no assurance (confirmation) on the financial statements can be given in this regard.

The financial statements prepared by us may only be passed on to third parties if this preparation report is enclosed. In the event that the financial statements prepared by us are passed on to third parties, the statements contained in point 7 of the General Terms and Conditions of Contract for the Public Accounting Professions regarding liability shall also apply to third parties.

The contractual relationship is based on the General Terms and Conditions for the Public Accounting Professions (see Notes).

Financial Statements

1. Accounting and valuation methods

1.1. General principles

The annual financial statements were prepared in accordance with the provisions of Sections 189 et seq. of the Austrian Commercial Code (UGB) in accordance with generally accepted accounting principles and in compliance with the general standard of providing the most accurate possible rendition of net assets, the financial position and operating results of the company.

The annual financial statements were drawn up in compliance with the principle of completeness in accordance with statutory provisions.

When assessing the individual assets and liabilities, the principle of individual valuation was taken into account and a going concern assumed.

The principle of prudence was taken into account by showing only the profits realized on the balance sheet date. All identifiable risks and imminent losses have been taken into account – insofar as legally required.

1.2. Capital assets

Intangible assets

Acquired intangible assets were valued at cost less scheduled depreciation.

Depreciation was calculated on a straight-line basis.

The following useful lives were based on scheduled depreciation:

Tangible assets

The tanglible assets were valued at acquisition or production cost, which was reduced by the scheduled depreciation. Low-value assets up to a value of !EUR 400,00 were fully written off in the year of acquisition.

Depreciation was calculated on a straight-line basis over the expected useful life in years.

The following useful lives were based on scheduled depreciation:

1.3. Current assets

Receivables and other assets

The receivables and other assets have been estimated at nominal value.

Foreign currency receivables were valued at the rate at which they were incurred or at the lower exchange rate on the balance sheet date.

1.4. Provisions

Other provisions

In accordance with the prudence principle, other provisions took into account all risks identifiable at the time of drawing up the balance sheet and the amount of or reason for contingent liabilities with the amounts which, according to the best possible estimate, may have to be used to settle the obligation. All provisions have a term of less than one year.

Provisions with a remaining term of more than one year were discounted at an interest rate of 1.50 % (previous year: 1.50 %).

1.5. Liabilities

Liabilities were stated at their settlement amount.

1.6. Currency conversion

Foreign currency receivables were valued at the acquisition cost or the lower foreign exchange rate as at balance sheet date.

Foreign currency liabilities were valued at the acquisition cost or the lower foreign exchange rate as at balance sheet date.

1.7. Changes in accounting and valuation methods

The accounting and valuation methods used until now have also been retained in the preparation of the present annual financial statements.

2. Explanations of the balance sheet and the income statement

2.1. General information

Capital assets

The development of the individual items of fixed assets and the breakdown of the annual depreciation by individual item are shown in the attached schedule of assets.

Negative equity

The management of the company comments as follows on the question of whether there is over-indebtedness under insolvency law:

The object of the company is the development of new drugs, as a result of which losses are incurred as planned in the years of development activity. These losses have led to the reported negative equity. The development activities are financed by subsidies from the shareholders, forms of financing similar to equity (e.g. silent partners), as well as public subsidies and loans. With the current liquid funds, the company is fully financed until the end of October 2020.

Further capital measures on the part of the shareholders are necessary for the positive continuation of the company. These capital measures were discussed with the shareholders prior to the adoption of the annual financial statements. The commitments made by the shareholders are binding to the extent that it can be assumed that the company will continue as a going concern. The accounting over-indebtedness reported in the annual financial statements therefore does not constitute over-indebtedness within the meaning of insolvency law. It is therefore assumed that the company will continue to be accounted for as a going concern.

3. Other Information

3.1. Events after the balance sheet date

The global outbreak of coronavirus (COVID-19) and related containment measures, have containment measures, are having a significant impact on global economic development and are leading todeclining financial, goods and services markets. The extent and duration of the economicand duration of the economic impact cannot be reliably estimated from today's perspective.

However, it can be stated that COVID-19 will have a negative impact on research activities, especially clinical trials. COVID-19 is causing difficulties in the conduct of clinical trials. The time delays have not yet been made up. As a result, the search for investors for the required financing rounds has also been made considerably more difficult.

In addition, no events of material significance for the company have occurred after the balance sheet date as of December 31, 2019, which are neither recognized in the income statement nor in the balance sheet.

3.2. Organs and employees of society

The average number of employees during the financial year 2019 is 6 (previous year: 4).

Signature Annual Financial Statements

These financial statements, consisting of the balance sheet and the income statement, have been prepared and signed below.

D i l i g e n c e

Wirtschaftsprüfungs- und Steuerberatungsgesellschaft mbH

Panoptes Pharma Ges.m. b. H.

Vienna

Report on the Audit of the

Financial Statements as of

31 December 2018

Copy: 1

Panoptes Pharma Ges.m.b.H.

Report on the Audit of the Financial Statements as of 31 December 2018

List of Contents

List of attachments

Panoptes Pharma Ges.m.b.H.

Report on the Audit of the Financial Statements as of 31 December 2018

To the Management of

Panoptes Pharma Ges.m.b.H.,

Vienna

We have completed the audit of the financial statements as of 31 December 2018 of

Panoptes Pharma Ges.m.b.H.,

Vienna

(hereinafter also referred to as the “Company”)

and provide the following report on the results of this audit:

By shareholder resolution of 28 May 2019, we were appointed as auditors for the financial year 2018. The Company, represented by the management, entered into an audit agreement on the audit of the financial statements as of 31 December 2018, including the accounting and the management report in accordance with secs 269 et seqq. UGB (Austrian Commercial Code, Unternehmensgesetzbuch).

The Company is a very small company in terms of Sec 221 UGB. The present audit is a voluntary audit.

This audit concerns whether statutory provisions were observed in the preparation of the financial statements and the accounting.

In performing our audit, we complied with statutory laws and regulations applicable in Austria and with auditing standards generally accepted in the profession. These standards require the application of International Standards on Auditing. We draw attention to the fact that the audit of the financial statements is intended to provide reasonable assurance that the financial statements are correct. Absolute assurance cannot be obtained because the possibility of error is inherent in any internal control system and because, based on our audit of the financial statements using random sampling, there is an unavoidable risk that material misstatements may remain undetected. The audit did not cover areas that are usually the subject of special audits.

We performed the audit with interruptions in the time period from 21 June to 28 June 2019 (with interruptions), mainly in the offices of the Company. The audit was substantively completed on the date of this report.

Mr. Mag. Fritz Rech, Auditor, is responsible for the proper performace of the contract.

The basis for our audit is the audit contract entered into with the Company, of which the “General Terms and Conditions for Audits of Financial Statements/Auditing Professions” (Attachment 01) form an integral part. These terms apply not only between the Company and the auditor, but also towards third parties.

Sec 275 UGB applies to our responsibility and liability as auditor towards the Company and third parties.

Our responsibility and liability applies only to you as principal and is expressly excluded vis-à-vis third parties. For proven financial losses due to a grossly negligent breach of duty during the audit, our liability is limited to EUR 2.0 million in analogy to § 274 (2) UGB (liability regulation for the audit of the financial statements of a small or medium-sized company). The objective limitation period of 5 years pursuant to § 275 para 5 UGB shall apply. In accordance with the regulation in the General Conditions of Contract for the Public Accounting Professions (AAB), our liability for slight negligence in voluntary audits is excluded. Since our report is prepared exclusively on behalf of and in the interest of you as the client, it does not form the basis for any reliance by third parties on its contents. Claims by third parties can therefore not be derived.

All necessary breakdowns and explanations of significant items in the financial statements are contained in the notes to the financial statements. We therefore refer to the requisite disclosures by the management in the notes to the financial statements.

In our audit procedures, we determined compliance with the statutory provisions supplementary provisions of the Articles of Association and the principles of proper accounting.

As part of our risk- and control-oriented audit approach, we included - to the extent we considered necessary for our audit opinion - internal controls in sub-areas of the accounting process in the audit.

With regard to the legality of the annual financial statements, we refer to our comments in the auditor's report.

The legal representative provided the information and evidence we requested. We have included in our files a representation letter signed by the legal representative.

The negative equity increased from MEUR 2.41 to MEUR 3.18 in 2018. The net loss for the year 2018 is MEUR 1.41.

The Company currently generates no turnover, since it is still researching different methods for the treatment of eye diseases. The only income currently generated is essentially public grants such as the research grant or FFG subsidies. The main expense items are external services from medical institutions in Germany and abroad, personnel and management expenses, legal and consulting expenses and investor search expenses.

To date, these losses have been financed by public grants, the conclusion of silent partnerships, capital increases and by taking out long-term loans. A capital increase has already taken place in 2019. Furthermore, public subsidies were again granted.

The first revenues are expected to be generated from the early 20s.

In the performance of our duties as auditors, we have not ascertained any facts which could have a material adverse effect on the development of the audited company or which reveal serious violations of the law or the articles of association by the legal representatives or employees. No material weaknesses in the internal control over the financial reporting process have come to our attention. The requirements for the presumption of a need for reorganization (§22 para 1 subpara 1 URG) are met: Equity ratio; negative, notional debt repayment period: not calculable.

With regard to the established facts that endanger the existence of the audited company and that the conditions for the presumption of a need for reorganization exist, we have issued a written statement to the managing directors and informed all shareholders.

Report on the annual financial statement

Audit Opinion

We have audited the annual financial statements of

Panoptes Pharma Ges.m.b.H.,

Vienna

consisting of the balance sheet as of 31 December 2018, the profit and loss statement for the business year ending on this date and the notes.

In our opinion, the accompanying financial statements comply with legal requirements and present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and of its financial performance for the year then ended in accordance with Austrian Generally Accepted Accounting Principles.

Highlighting of a matter

Without qualifying or modifying the auditor's report, we draw attention to the fact that the Company also has negative equity as of the balance sheet date - as in previous years - and that the conditions for the presumption of a need for reorganization exist. The Company expects to continue to incur net losses in the coming years, which are to be financed by various capital measures on the part of the owners, public subsidies and the raising of further debt capital. A capital increase has already been carried out in 2019 and public subsidies have been granted. The company's planning provides for sufficient cash and cash equivalents to cover the planned losses until mid-2020. Thereafter, the company would need to be provided with further cash and cash equivalents in order to secure its continued existence. Management believes that this should be possible based on the experience of recent years, the state of research, and discussions with equity and debt investors.

In the event that the aforementioned measures are not taken by the providers of equity and debt capital, the continued existence of the Company is at risk.

Basis for the audit opinion

We conducted our audit in accordance with Austrian Generally Accepted Auditing Standards. These standards require the application of International Standards on Auditing (ISA). Our responsibilities under these provisions and standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our auditor's report. We are independent of the Company in accordance with Austrian Generally Accepted Accounting Principles and professional requirements and we have fulfilled our other professional responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Our responsibility and liability applies only to you as the client and is expressly excluded with respect to third parties. For proven financial losses due to a grossly negligent breach of duty during the audit, our liability is limited to EUR 2.0 million analogously to § 275 para 2 UGB (liability regulation for the audit of the financial statements of a small or medium-sized company). The objective limitation period of 5 years pursuant to Section 275 para 5 UGB shall apply. In the sense of the regulation in the General Terms and Conditions of Contract for Accounting Professions (AAB), our liability for slight negligence in voluntary audits is excluded.

Responsibilities of the legal representatives for the annual financial statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Austrian Generally Accepted Accounting Principles and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance on whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Austrian Generally Accepted Auditing Standards, which require the application of ISAs, will always detect a material misstatement, if any. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Austrian Generally Accepted Auditing Standards, which require the application of ISAs, we exercise professional judgment and maintain a critical attitude throughout the audit.

In addition:

Vienna, this 28 June 2019

Diligence Wirtschaftsprüfungs- und Steuer-

beratungsgesellschaft mbH

Mag. Fritz Rech

Certified public accountant and tax advisor

(Beeideter Wirtschaftsprüfer und Steuerberater)

[Seal]

[Disclaimer]

FINANCIAL STATEMENT

as of 31 December 2018

of

Panoptes Pharma Ges.m.b.H.

Haimerl Hörler

Wirtschaftsprüfer Steuerberater GmbH

Linke Wienzeile 4, Stiege 1, 2. DG, Top 13, 1060 Wien

T       +43 1 388 00 00

F       +43 1 388 00 00-99

Assignment and Execution (Preparation Report)

On behalf of the management of

Panoptes Pharma Ges.m.b.H.

and in accordance with the requirements of the law and the articles of incorporation and in compliance with the principles of proper accounting and reporting as well as the guidelines on the accounting and valuation methods to be applied, we have prepared the interim financial statements for the financial year 1 January 2019 to 31 December 2018 in accordance with the Austrian Commercial Code (UGB), consisting of the balance sheet, income statement and notes.

The basis for the preparation of the interim financial statements were the business documents including inventory (§§ 191 et seq. UGB) and information provided to us by the client, which were not audited or assessed for plausibility by us in accordance with the order, and which were confirmed to be complete and correct.

The preparation of the financial statements was carried out in compliance with the professional opinion KFS/RL 26 ("Principles for the Preparation of Financial Statements") applicable to the preparation of financial statements. Neither an audit, nor a review of the financial statements, nor any other audit or agreed-upon examination procedures were performed, so that consequently no assurance (confirmation) on the financial statements can be given in this regard.

The financial statements prepared by us may only be passed on to third parties if this preparation report is enclosed. In the event that the financial statements prepared by us are passed on to third parties, the statements contained in point 7 of the General Terms and Conditions of Contract for the Public Accounting Professions regarding liability shall also apply to third parties.

The contractual relationship is based on the General Terms and Conditions for the Public Accounting Professions (see Notes).

Vienna, this 28 June 2019

Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH
Linke Wienzeile 4, Stiege 1, 2. DG, 1060 Vienna

Financial Statement