(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock on ~~January 27,~~November 3, 2021 was ~~130,427,089.~~

Certain statements in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical facts, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. Such forward-looking statements within this report include, without limitation, statements regarding our drug candidates and technologies (including SM-88 and TYME- 18) and their clinical potential and non-toxic safety profiles, our drug development plans and strategies, ongoing and planned preclinical or clinical trials, ~~including the proposed TYME-19 proof-of-concept study,~~ preliminary data results and the therapeutic design and mechanisms of our drug candidates. The words “believes,” “expects,” “hopes,” “may,” “will,” “plan,” “intends,” “estimates,” “could,” “should,” “would,” “continue,” “seeks,” “anticipates,” and similar expressions (including their use in the negative) are intended to identify forward-looking statements. Forward-looking statements can also be identified by discussions of future matters such as: the effect of the ~~novel coronavirus (COVID-19)~~COVID-19 pandemic and the associated ~~economic downturn~~impact on the national and global economy as well as impacts on the Company's ongoing clinical trials and ability to analyze data from those trials; the cost of development and potential commercialization of our lead drug candidate and of other new ~~products;~~product candidates; expected releases of interim or final data from our clinical trials; possible collaborations; ~~and~~ the timing, scope, status, objectives ~~and strategy~~ of our ongoing and planned trials; the success of management ~~transitions;~~transitions and strategic initiatives; and other statements that are not historical. The forward-looking statements contained in this report are based on management’s current expectations and projections which are subject to uncertainty, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. These statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any historical results and future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include but are not limited to: the severity, duration, and economic ~~and operational~~ impact of the COVID-19 pandemic;our ability to achieve the intended benefits of our strategic initiatives; that ~~the~~certain information is of a preliminary nature and may be subject to change; uncertainties inherent in the cost and outcomes of research and development, including the cost and availability of acceptable-quality clinical supply, and in the ability to achieve adequate start and completion dates, as well as uncertainties in clinical trial design and patient enrollment, dropout or discontinuation rates; the possibility of unfavorable study results, including unfavorable new clinical data and additional analyses of existing data; risks associated with early, initial data, including the risk that the final data from any clinical trials may differ from prior or preliminary study ~~data; final results of additional clinical trials that may be different from the preliminary~~ data ~~analysis~~or analyses and may not support further clinical development; and that past reported data are not necessarily predictive of future patient or clinical data outcomes; whether and when any applications or other submissions for SM-88 or other drug candidates may be filed with regulatory authorities; whether and when regulatory authorities may approve any applications or submissions; decisions by regulatory authorities regarding labeling and other matters that could affect commercial availability of ~~SM-88;~~SM-88 or other drug candidates; the ability of TYME and its collaborators to develop and realize collaborative synergies; competitive developments; and the factors described in the section captioned “Risk Factors” in ~~this report and in~~ Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2020,~~2021, filed with the U.S. Securities and Exchange Commission on ~~May 22, 2020,~~June 10, 2021, as well as subsequent reports we file from time to time with the U.S. Securities and Exchange Commission (available at www.sec.gov).

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. Moreover, we operate in a competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from any forward-looking statements we make. We cannot assure you that forward-looking statements in this report or therein will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us to any other person that we will achieve our objectives and plans in any specified time frame, or at all. We disclaim any intent or duty to update any of these forward-looking statements after completion of this Quarterly Report on Form 10-Q to conform these statements to actual results or revised expectations.

The cautionary statements made in this report are intended to be applicable to all related forward-looking statements wherever they may appear in this report. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as required by law, we assume no obligation to update our forward-looking statements, even if new information becomes available in the future.

Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to the “Company,” “TYME,” “we,” “us” or “our” refer to Tyme Technologies, Inc., together with its subsidiaries.

Throughout this Quarterly Report on Form 10-Q, we have used terms which are defined below:

	December 31, 2020			March 31, 2020			September 30, 2021			March 31, 2021
	(unaudited)						(unaudited)
Assets
Current Assets
Cash and cash equivalents	$	13,487,688		$	26,700,416		$	29,215,611		$	107,516,420
Marketable securities								46,294,783			—
Prepaid clinical costs		1,433,758			396,962			560,098			987,470
Prepaid expenses and other current assets		270,560			981,949			1,309,366			1,152,970
Total current assets		15,192,006			28,079,327			77,379,858			109,656,860

Property and equipment, net		1,295			5,181
Prepaid clinical costs, net of current portion		530,989			1,266,025			—			530,989
Operating lease right-of-use asset		84,242			150,301			57,396			75,471

Marketable securities								20,369,388			—
Total assets	$	15,808,532		$	29,500,834		$	97,806,642		$	110,263,320

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and other current liabilities (including $84,000 and $73,000 of related party accounts payable, respectively)	$	3,002,531		$	2,827,302
Accounts payable and other current liabilities (including $68,000 and $87,000 of related party accounts payable, respectively)							$	3,339,131		$	3,842,390
Severance payable		398,200			380,722			653,295			726,027
Accrued bonuses		1,177,512			1,800,979			741,197			1,040,710
Insurance note payable		—			518,124
Operating lease liability		33,868			54,661			38,883			34,658
Total current liabilities		4,612,111			5,581,788			4,772,506			5,643,785
Long-term liabilities
Severance payable		960,135			1,254,910
Severance payable, net of current portion								642,958			850,709
Operating lease liability, net of current portion		51,807			—			19,267			41,256
Warrant liability		1,018,977			3,639,000			862,612			1,931,921
Total liabilities		6,643,030			10,475,698			6,297,343			8,467,671
Commitments and contingencies (see Note 9)
Stockholders' equity
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding		—			—			—			—
Common stock, $0.0001 par value, 300,000,000 shares authorized, 130,172,441 issued and outstanding at December 31, 2020, 300,000,000 authorized, 123,312,252 issued and outstanding at March 31, 2020		13,019			12,333
Common stock, $0.0001 par value, 300,000,000 shares authorized, 172,206,894 issued and outstanding at September 30, 2021, 300,000,000 authorized, 172,200,644 issued and outstanding at March 31, 2021								17,223			17,222
Additional paid in capital		138,764,795			126,828,055			239,838,521			238,572,442
Accumulated other comprehensive loss								(58,557	)		—
Accumulated deficit		(129,612,312	)		(107,815,252	)		(148,287,888	)		(136,794,015	)
Total stockholders' equity		9,165,502			19,025,136			91,509,299			101,795,649
Total liabilities and stockholders' equity	$	15,808,532		$	29,500,834		$	97,806,642		$	110,263,320

The Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

	Three Months Ended September 30,						Six Months Ended September 30,
	2021			2020			2021			2020
Revenues	$	0		$	0		$	0		$	0
Operating expenses:
Research and development		3,495,416			4,707,448			7,679,827			9,422,743
General and administrative (including $151,000, $138,000, $266,000 and $341,000 of related party legal expenses, respectively)		2,433,099			2,613,689			4,901,258			5,670,761
Total operating expenses		5,928,515			7,321,137			12,581,085			15,093,504
Loss from operations		(5,928,515	)		(7,321,137	)		(12,581,085	)		(15,093,504	)
Other income (expense):
Change in fair value of warrant liability		344,166			489,572			1,069,309			(2,773,699	)
Gain on warrant exchange		—			—			—			2,228,697
Other income		39,007			7,011			58,530			17,513
Interest expense		(19,368	)		(25,980	)		(40,627	)		(55,356	)
Total other income (expense)		363,805			470,603			1,087,212			(582,845	)
Net loss	$	(5,564,710	)	$	(6,850,534	)	$	(11,493,873	)	$	(15,676,349	)
Basic and diluted loss per common share	$	(0.03	)	$	(0.05	)	$	(0.07	)	$	(0.12	)
Basic and diluted weighted average shares outstanding		172,206,894			128,046,895			172,206,177			126,323,921
Statements of Comprehensive Loss
Net loss	$	(5,564,710	)	$	(6,850,534	)	$	(11,493,873	)	$	(15,676,349	)
Other comprehensive loss
Unrealized loss on marketable securities, net of tax		(24,715	)		—			(58,557	)		—
Comprehensive loss	$	(5,589,425	)	$	(6,850,534	)	$	(11,552,430	)	$	(15,676,349	)

The Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

Three Months Ended
December 31,

Nine Months Ended December 31,

2020

2019

2020

2019

Revenues
$
—

$
—

$
—

$
—

Operating expenses:

Research and development

3,548,992

3,458,886

12,971,735

9,368,640

General and administrative (including $109,000, $58,500, $450,000 and $307,000 of related party legal expenses, respectively)

2,321,974

3,084,796

7,992,735

9,597,780

Total operating expenses

5,870,966

6,543,682

20,964,470

18,966,420

Loss from operations

(5,870,966
)

(6,543,682
)

(20,964,470
)

(18,966,420
)
Other income (expenses):

Change in fair value of warrant liability

(228,750
)

(425,795
)

(3,002,449
)

2,593,601

Gain on warrant exchange

—

—

2,228,697

—

Interest income

1,544

38,257

19,057

185,753

Interest expense

(22,539
)

(26,310
)

(77,895
)

(88,530
)
Total other income (expenses)

(249,745
)

(413,848
)

(832,590
)

2,690,824

Net loss
$
(6,120,711
)

$
(6,957,530
)

$
(21,797,060
)

$
(16,275,596
)
Basic and diluted loss per common share
$
(0.05
)

$
(0.06
)

$
(0.17
)

$
(0.15
)
Basic and diluted weighted average shares outstanding

130,172,441

112,071,354

127,611,426

111,961,971

~~The Notes to Condensed Consolidated Financial Statements are an integral part of these statements.~~

For the Three and ~~Nine~~Six Months Ended ~~December 31,~~September 30, 2021 and 2020 ~~and 2019~~

													Common Stock				Additional					Accumulated Other			Total
													Shares		Amount		Paid-in Capital		Accumulated Deficit			Comprehensive Loss			Stockholders' Equity
Balance, April 1, 2021														172,200,644	$	17,222	$	238,572,442	$	(136,794,015	)	$	—		$	101,795,649
Proceeds from the exercise of stock options														6,250		1		6,187		—			—			6,188
Stock based compensation														—		—		643,665		—			—			643,665
Unrealized loss on available-for-sale securities														—		—		—		—			(33,842	)		(33,842	)
Net loss														—		—		—		(5,929,163	)		—			(5,929,163	)
Balance, June 30, 2021														172,206,894	$	17,223	$	239,222,294	$	(142,723,178	)	$	(33,842	)	$	96,482,497
Stock based compensation														—		—		616,227		—			—			616,227
Unrealized loss on available-for-sale securities														—		—		—		—			(24,715	)		(24,715	)
Net loss														—		—		—		(5,564,710	)		—			(5,564,710	)
Balance, September 30, 2021														172,206,894	$	17,223	$	239,838,521	$	(148,287,888	)	$	(58,557	)	$	91,509,299
	Common Stock				Additional					Total
	Shares		Amount		Paid-in Capital		Accumulated Deficit			Stockholders' Equity
Balance, April 1, 2020		123,312,252	$	12,333	$	126,828,055	$	(107,815,252	)	$	19,025,136			123,312,252	$	12,333	$	126,828,055	$	(107,815,252	)	$	—		$	19,025,136
Issuance of common stock from at-the-market financing facility, net of associated expenses of $120,790		891,944		89		1,171,497		—			1,171,586			891,944		89		1,171,497		—			—			1,171,586
Warrant to share exchange		2,406,250		241		3,393,534		—			3,393,775			2,406,250		241		3,393,534		—			—			3,393,775
Stock based compensation		—		—		1,068,696		—			1,068,696			—		—		1,068,696		—			—			1,068,696
Net loss		—		—		—		(8,825,815	)		(8,825,815	)		—		—		—		(8,825,815	)		—			(8,825,815	)
Balance, June 30, 2020		126,610,446	$	12,663	$	132,461,782	$	(116,641,067	)	$	15,833,378			126,610,446	$	12,663	$	132,461,782	$	(116,641,067	)	$	—		$	15,833,378
Issuance of common stock from at-the-market financing facility, net of associated expenses of $166,918		3,561,995		356		4,634,192		—			4,634,548			3,561,995		356		4,634,192		—			—			4,634,548
Stock based compensation		—		—		883,929		—			883,929			—		—		883,929		—			—			883,929
Net loss		—		—		—		(6,850,534	)		(6,850,534	)		—		—		—		(6,850,534	)		—			(6,850,534	)
Balance, September 30, 2020		130,172,441	$	13,019	$	137,979,903	$	(123,491,601	)	$	14,501,321			130,172,441	$	13,019	$	137,979,903	$	(123,491,601	)	$	—		$	14,501,321
Stock based compensation		—		—		784,892		—			784,892
Net loss		—		—		—		(6,120,711	)		(6,120,711	)
Balance, December 31, 2020		130,172,441	$	13,019	$	138,764,795	$	(129,612,312	)	$	9,165,502


Balance, April 1, 2019		103,946,048	$	10,397	$	95,472,181	$	(85,814,696	)	$	9,667,882
Issuance of common stock from underwritten registered offering, net of associated expenses of $111,227		8,000,000		800		3,884,372		—			3,885,172
Cashless exercise of warrants		4,889		—		—		—			—
Stock based compensation		—		—		1,624,961		—			1,624,961
Net loss		—		—		—		(3,191,986	)		(3,191,986	)
Balance, June 30, 2019		111,950,937	$	11,197	$	100,981,514	$	(89,006,682	)	$	11,986,029
Stock based compensation		—		—		1,446,062		—			1,446,062
Net loss		—		—		—		(6,126,080	)		(6,126,080	)
Balance, September 30, 2019		111,950,937	$	11,197	$	102,427,576	$	(95,132,762	)	$	7,306,011
Issuance of common stock from at-the-market financing facility, net of associated expenses of $165,157		582,968		58		452,494		—			452,552
Stock based compensation		—		—		1,602,116		—			1,602,116
Net loss		—		—		—		(6,957,530	)		(6,957,530	)
Balance, December 31, 2019		112,533,905	$	11,255	$	104,482,186	$	(102,090,292	)	$	2,403,149

The Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

		Nine Months Ended December 31,						Six Months Ended September 30,
		2020			2019			2021			2020
Cash flows from operating activities
Net loss		$	(21,797,060	)	$	(16,275,596	)	$	(11,493,873	)	$	(15,676,349	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation			3,886			3,886			—			2,590
Amortization of employees, directors and consultants stock options			2,737,518			4,673,140			1,259,892			1,952,625
Change in fair value of warrant liability			3,002,449			(2,593,601	)		(1,069,309	)		2,773,699
Gain on warrant exchange			(2,228,697	)		—			—			(2,228,697	)
Net amortization of premiums and discounts on marketable securities									722,493			—
Gain on call redemption of marketable securities									(109	)		—
Change in operating assets and liabilities:
Prepaid clinical costs			(301,760	)		121,298			958,361			(535,376	)
Prepaid expenses and other assets			711,389			708,099			425,138			500,304
Operating lease right-of-use asset			141,498			218,419			18,075			132,974
Accounts payable and other current liabilities			175,229			(157,045	)		(503,259	)		1,550,056
Severance payable			(277,297	)		(330,474	)		(280,483	)		(183,906	)
Accrued bonuses			(623,467	)		(193,889	)		(299,513	)		(1,017,189	)
Operating lease liability			(44,425	)		(34,938	)		(17,764	)		(34,830	)
Net cash used in operating activities			(18,500,737	)		(13,860,701	)		(10,280,351	)		(12,764,099	)

Cash flows from investing activities
Purchases of marketable securities									(74,516,729	)		—
Proceeds from maturities of marketable securities									6,490,083			—
Net cash used in investing activities	��		—			—			(68,026,646	)		—

Cash flows from financing activities
Insurance note payments			(518,124	)		(597,339	)		—			(343,374	)
Proceeds from registered offerings, net of issuance costs			5,806,133			11,621,325			—			5,806,134
Proceeds from exercise of stock options									6,188			—
Net cash provided by financing activities			5,288,009			11,023,986			6,188			5,462,760

Net increase (decrease) in cash and cash equivalents			(13,212,728	)		(2,836,715	)
Net decrease in cash and cash equivalents									(78,300,809	)		(7,301,339	)

Cash and cash equivalents – beginning			26,700,416			14,302,328			107,516,420			26,700,416
Cash and cash equivalents – ending		$	13,487,688		$	11,465,613		$	29,215,611		$	19,399,077

Supplemental Cash Flow Information:
Interest		$	77,895		$	88,530		$	40,627		$	55,356
Income taxes		$	—		$	—		$	—		$	—

Noncash operating activities:
Operating lease right-of-use asset obtained in exchange for lease liabilities.		$	75,439		$	—
Noncash investing and financing activities:
Cashless exchange of April 2019 Warrants to purchase 5,833,333 shares of common stock for 2,406,250 shares in May 2020.		$	—		$	—		$	—		$	—
Cashless exchange of April 2019 Warrants to purchase 2,166,667 shares of common stock for May 2020 Warrant to purchase the same number of shares common stock.		$	—		$	—		$	—		$	—
Cashless exercise of 78,431 warrants for 4,889 shares in 2019.		$	—		$	—

The Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

Tyme Technologies, Inc. is a Delaware corporation headquartered in Bedminster, New Jersey, with a wholly-owned subsidiary, Tyme Inc. (together, “TYME” or the “Company”). The majority of the Company’s research, development and other business activities are conducted by Tyme Inc., which was incorporated in Delaware in 2013.

TYME is an emerging biotechnology company developing ~~cancer metabolism-based therapies (CMBTs~~CMBTs^TM) that are intended to be effective across a broad range of solid tumors and hematologic cancers, while also maintaining patients’ quality of life through relatively low toxicity profiles. Unlike targeted therapies that attempt to regulate specific ~~pathways~~mutations within cancer, ~~TYME’s~~the Company’s therapeutic approach is designed to take advantage of a cancer cell’s innate metabolic requirements to cause cancer cell death. With the development of TYME-18 and TYME-19 (discussed below), the Company believes it is also emerging as a leader in the development of bile acids as potential therapies for cancer and viruses such as COVID-19.

The ~~Company’s lead~~Company is currently focused on developing its novel compound, SM-88. The Company believes that early clinical ~~CMBT compound,~~results demonstrated by SM-88 is an oral investigational modified proprietary tyrosine derivative that is hypothesized to interrupt the metabolic processes of cancer cells by breaking down the cells’ key defenses and leading to cell death through oxidative stress and exposure to the body’s natural immune system. Clinical trial data have shown that SM-88 has achieved confirmed tumor responses across 15 differentin multiple advanced cancers, ~~both solid and liquid tumors,~~ including pancreatic, ~~lung,~~prostate, sarcomas and breast, ~~prostate, sarcoma and lymphoma cancers~~reinforce the potential of its emerging CMBT™ pipeline.

Precision Promise Trial- SM-88 with ~~minimal serious Grade 3 or higher adverse events, which the Company believes is rare for investigational compounds. In fiscal year 2020, TYME launched its pivotal study for SM-88~~MPS as 2^nd line therapy in ~~the third-line treatment of~~metastatic pancreatic cancer through an amendment to its ongoing TYME-88-Panc trial (“Part 2”), with the first patient dosed in the third quarter of the fiscal year. Primarily as a result of unpredictable pandemic-related delays, the Company does not anticipate the trial to be fully enrolled before calendar year 2022.

The Company has ~~also~~ partnered with ~~Pancreatic Cancer Action Network (“PanCAN”)~~PanCAN to study SM-88 in an adaptive randomized Phase II/III trial with registration intent known as Precision Promise^SM. InThe objective of Precision Promise is to expedite the study and approval of promising therapies for pancreatic cancer by bringing multiple stakeholders together, including academic, industry and regulatory entities. In this trial, which began in early 2020, SM-88 (with the conditioning agents MPS) is ~~initially~~ being studied as ~~second-line~~ monotherapy in a treatment arm for patients who have failed one prior line of chemotherapy. PanCAN is sponsoring Precision Promise and providing funding and other support. While TYME’s SM-88 is included in the ~~study~~trial, the Company does not oversee, conduct or control the trial. As of September 30, 2021, there were fifteen participating sites in the Precision Promise trial. PanCAN has approved adding 15 additional sites, with five new sites planned to open in early calendar year 2022 and an additional ten sites expected to open by the end of calendar year 2022.

Although we do not have details of the enrollment of the SM-88 ~~could expand to first-line combination therapy with standard~~cohort, the next likely event in the trial would be a determination of ~~care. In addition, patient enrollment has advanced in an investigator-initiated~~potential “graduation” from the Phase II ~~study evaluating SM-88 in high-risk sarcomas. In~~portion of the trial to the Phase III confirmatory portion of the trial. We expect to learn if the trial advances to Phase III during the second half of calendar year ~~2019,~~2022.

This quarter, the Company ~~presented final SM-88 prostate~~announced an agreement with Georgetown University to support a Phase II ~~clinical data showing encouraging clinical benefit~~trial, OASIS, for SM-88 in patients with ~~bio-marker recurrent prostate~~metastatic breast cancer who have HR+ and HER2- disease (“HR+/HER2-”) . This represents approximately 73% of the annual breast cancer diagnoses in the US each year. The OASIS trial is an investigator-initiated prospective open-label Phase II trial evaluating the efficacy and safety of SM-88 with MPS for the treatment of metastatic HR+/HER2- breast cancer after treatment with a CDK4/6 inhibitor. This trial is designed as a two-stage trial, enrolling up to 50 patients to receive SM-88 with MPS without additional therapies in patients who have failed or progressed after receiving two hormonal agents and a CDK4/6 inhibitor. The primary endpoint of this trial is ORR, with secondary endpoints including DOR, CBR at >24 weeks, PFS, and safety. The trial will be conducted at Georgetown University at a total of five sites within the Georgetown/MEDSTAR system located in Washington DC, Maryland, and New Jersey. Patient enrollment began this quarter with the ~~final results published~~first patient dosed in September. We plan to provide an update on the OASIS breast cancer study during the first half of calendar year 2023.

In early 2020, the open-label Phase 2 investigator-sponsored trial of SM-88 therapy in sarcoma, HoPES, opened. This trial has two cohorts, each expecting to enroll 12 patients. The first is SM-88 with MPS as salvage treatment in patients with mixed rare sarcomas, and the other is SM-88 with MPS as maintenance treatment for patients with metastatic Ewing’s sarcoma who had not progressed on prior therapy. The primary objectives are to measure ORR and PFS. Secondary objectives include DOR, OS, CBR using RECIST, and incidence of treatment-emergent AEs. The Joseph Ahmed Foundation is sponsoring this trial and the trial is being conducted by PI Dr. Chawla at the Sarcoma Oncology Center in Santa Monica, CA. We anticipate that the trial will complete enrollment by the end of the first half of calendar year 2022.

The Company has begun a comprehensive translational preclinical program focused on SM-88 MOA and Biomarker Identification/Validation. We have engaged Evotec, a leading global research and development company, to aid in the ~~peer-reviewed journal,~~ ~~Investigational New Drugs, on September 13, 2020.~~execution of these activities and are also incorporating several complementary academic collaborations into this multi-faceted program. The overall goal of these activities is to potentially identify actionable biomarkers of sensitivity and activity to SM-88 in various cancers, complementary combination drugs strategies for SM-88, and other cancer metabolism targets that could be targeted for treatment. Later in the program, the Company ~~continues~~intends to ~~evaluate~~incorporate liquid and tumor biopsies into future clinical trials to contribute to the ~~expansion of its SM-88 clinical program~~biomarker identification. TYME anticipates this preclinical engagement will have several stages, and that it is likely to ~~other tumor types.~~last through this fiscal year and also into future periods.

TYME-18 is a CMBT compound under development that is delivered intratumorally. TYME-18 leverages a member of the bile acid family to create a potential treatment for inoperable tumors. Preliminary observations of the local administration of TYME-18, a combination of a proprietary surfactant system and natural sulfonic acid, suggested its potential as an important regulator of energy metabolism that may impede the ability of tumors to increase in size, which, in addition to its lytic functionality, could prove useful in difficult-to-treat cancers. In initial preclinical xenograft mouse studies, TYME-18 was able to completely resolve over 90 percent (11/12 mice) of established colorectal tumors within 12 days versus an average of over 600 percent growth in the control animals.

TYME-19 is an oral synthetic member of the bile acid ~~family, a family that the~~family. The Company also ~~leverages~~uses bile acids in its anticancer ~~compound,~~drug candidate, TYME-18. Because of its expertise in ~~metabolic therapies,~~bile acids and their effects, the Company was able to identify TYME-19 as a ~~potent, well characterized antiviral~~well-characterized bile acid ~~and has performed preclinical experiments establishing effectiveness against COVID-19.~~with potential antiviral properties. Bile acids have primarily been used for liver disease; however, like all steroids, they are messenger molecules that modulate a number of diverse critical cellular ~~regulators.~~processes. Bile acids can modulate lipid and glucose metabolism and can remediate dysregulated protein folding, with potentially therapeutic effects on cardiovascular, neurologic, immune, and other metabolic systems. Some agents in this class have also ~~have~~previously shown antiviral properties. In in vitro preclinical testing, TYME-19 ~~repeatedly~~ prevented COVID-19 viral replication at doses without ~~attributable~~meaningful cytotoxicity to the treated cells. Previous independent preclinical research has also shown select bile acids ~~like TYME-19~~may have had broad antiviral activity.

TYME has ~~partnered~~developed a technology (“Tumor Targeting Technology”) by which the tyrosine isomer L metyrosine (L-α-methylparatyrosine) can be fused with ~~physicians~~a second therapeutic agent in a manner that creates a fusion compound that may allow targeted accumulation of the treatment by the cancer cells in a novel manner. This method of tumor targeting is predicated on the metabolic phenomenon in which cancer cells consume higher quantities of non-essential amino acids, including tyrosine, from ~~Massachusetts General Hospital~~their surrounding environment to support their growth because they cannot make enough of these amino acids. Tumor Targeting Technology is an investigational approach in the preclinical phase of development that is not approved in the U.S. for any disease indication and requires further preclinical development, which the ~~Weill Cornell Medical Center~~Company plans to ~~design~~initiate this year.

In fiscal year 2020, TYME launched its pivotal study for SM-88 in the third-line treatment of pancreatic cancer through an amendment to our ongoing TYME-88-Panc trial (Part 2), with the first patient dosed in the third quarter of the fiscal year. As described previously, the COVID-19 pandemic significantly impacted enrollment of this trial such that it appeared it was likely to complete enrollment in a ~~proof-of-concept~~similar timeline to the second-line Precision Promise pancreatic cancer trial. There was also a higher than expected dropout rate of patients randomized to the chemotherapy control arm, which could have potentially impacted the interpretative and regulatory utility of the data.

Following the strategic review discussed below, considering, in part, the timeline and regulatory utility for this trial ~~for recently diagnosed, symptomatic patients.~~compared to the parallel Precision Promise trial and concentration of investment in this specific cancer, management concluded that it would be best to focus on the second-line Precision Promise trial, which offers treatment options to patients earlier in their disease and includes tumor biopsy and biomarker analyses that align with the Company’s overall strategic focus on identifying targeted therapies.

Therefore, the Company decided to stop enrollment and begin the process of closing down the trial. Patients currently on therapy will be allowed to continue treatment until progression or unacceptable toxicity. The closing of this trial is expected to ~~start as soon as customary trial site~~require several months to complete. In the six months ended September 30, 2021, the Company expensed $843,000 of estimated closeout costs. The trial’s remaining ongoing expense to the Company is approximately $1.2 million, and ~~regulatory approvals are completed.~~
is expected to be incurred over the next nine months.

The accompanying condensed consolidated financial statements include the results of operations of Tyme Technologies, Inc. and its wholly-owned ~~subsidiaries.~~

The condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has historically funded its operations primarily through equity offerings.

In ~~April 2019,~~February 2021, the Company raised ~~net~~$100 million in gross proceeds through a registered direct offering of ~~approximately $11.3~~40,000,000 shares of its common stock, at a purchase price of $2.50 per share. The Company incurred $6.2 million ~~after underwriting discounts~~of related costs, which offset such proceeds.

On January 7, 2020, the Company entered into an SPA with Eagle Pharmaceuticals, Inc. (“Eagle”), pursuant to which the Company raised $20.0 million through the issuance and ~~before expenses through an underwritten registered offering.~~sale to Eagle of 10,000,000 shares of common stock, at a price of $2.00 per share.

On October 18, 2019, TYME entered into an Open Market Sale Agreement^SM (as amended, the “Sale Agreement”) with Jefferies LLC (“Jefferies”) as sales agent, pursuant to which the Company may, from time to time, sell shares of common stock through Jefferies having an aggregate offering price of up to $30.0 million (the “Jefferies ATM”).The Company did 0t sell any shares through the Jefferies ATM during the six months ended September 30, 2021. In the ~~nine~~six months ended ~~December 31,~~September 30, 2020, the Company raised approximately $6.1 million in aggregate gross proceeds through the ~~Sale Agreement~~Jefferies ATM and paid commissions and expenses of $0.3 million. At ~~December 31, 2020,~~September 30, 2021, there remained approximately $22.2 million of availability to sell shares through the Jefferies ATM.

On January 7, 2020, the Company entered into a Securities Purchase Agreement with Eagle Pharmaceuticals, Inc. (“Eagle”), pursuant to which the Company raised $20.0 million through the issuance and sale to Eagle of 10,000,000 shares of common stock, at a price of $2.00 per share (the “Eagle SPA”). ~~The Eagle SPA provides that Eagle will, subject to certain conditions, make an additional payment of $20 million upon the occurrence of a milestone event, which is defined as the earlier of (i) achievement of the~~ primary endpoint of overall survival in the TYME-88-Panc pivotal trial; (ii) achievement of the primary endpoint of overall survival in the PanCAN Precision Promise SM-88 registration arm; or (iii) FDA approval of SM-88 in any cancer indication. This payment would be split into a $10 million milestone cash payment and a $10 million investment in TYME at a 15% premium to the then prevailing market price. Eagle’s shares will be restricted from sale until the earlier of three months following the milestone event or the three-year anniversary of the agreement. The proceeds of the aforementioned offerings are being used by the Company for continued clinical studies, drug commercialization and development activities and other general corporate and operating expenses.

For the ~~nine~~six months ended ~~December 31, 2020,~~September 30, 2021, the Company had negative cash flow from operations of ~~$18.5~~$10.3 million and net loss of ~~$21.8~~$11.5 million, which included non-cash expenses of ~~$3.0~~$1.3 million related to non-cash equity compensation and $0.7 million net amortization expense of premiums and discounts on marketable securities, offset by $1.1 million income change in fair value of warrant ~~liability and $2.7 million non-cash equity compensation, partially offset by a non-cash gain on warrant exchange of $2.2 million.~~liability. As of ~~December 31, 2020,~~September 30, 2021, the Company had working capital of approximately ~~$10.6~~$72.6 million.

Management has concluded that substantial doubt does not exist regarding the Company’s ability to satisfy its obligations as they come due during the twelve-month period following the issuance of these financial statements. This conclusion is based on the Company’s assessment of qualitative and quantitative conditions and events, considered in aggregate as of the date of issuance of these financial statements that are known and reasonably knowable. Among other relevant conditions and events, the Company has considered its operational plans, liquidity sources, obligations due or expected, funds necessary to maintain the Company’s operations, and potential adverse conditions or events as of the issuance date of these financial statements.

The accompanying condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended March 31, ~~2020~~2021 filed with the ~~U.S. Securities and Exchange Commission~~SEC on June 10, 2021 (the ~~“SEC”) on May 22, 2020 (the “2020~~“2021 10-K”). The condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with ~~accounting principles generally accepted in the United States of America (“GAAP”)~~GAAP have been condensed or omitted pursuant to such rules and regulations. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are necessary to present fairly the results for the interim periods. All such adjustments are of a normal and recurring nature. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

The Company’s condensed consolidated financial statements include the accounts of Tyme Technologies, Inc. and its subsidiary, Tyme Inc. All intercompany transactions and balances have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in ~~the Accounting Standards Codification (“ASC”)~~ASC and ~~Accounting Standards Update (“ASU”)~~ASU of the ~~Financial Accounting Standards Board (“FASB”).~~FASB.

The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended March 31, ~~2020~~2021 included in the Company’s ~~2020~~2021 10-K.

Cash and cash equivalents include demand deposit accounts, money market funds and municipal debt securities. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents are stated at fair value.

All of the Company's marketable securities are debt securities and are classified as available-for-sale in accordance with the ASC Topic 320, “Investments - Debt and Equity Securities.” Available for sale securities are carried at fair value and reported in cash equivalents and marketable securities. Marketable securities are further classified as short-term or long-term based on maturity dates and the Company’s intent in line with its investment policy to hold the securities to scheduled maturity. Unrealized gains and losses on available-for-sale securities are excluded from net loss and reported in accumulated other comprehensive loss as a separate component of stockholders' equity. Other income includes interest, dividends, amortization of purchase premiums and discounts, gain and losses on sale (or redemptions) of securities and other-than-temporary declines in the fair value of securities, if any.

For individual debt securities classified as available-for-sale securities where there has ~~reclassified certain prior period amounts~~been a decline in fair value below amortized cost, the Company determines whether the decline resulted from a credit loss or other factors. In making this assessment, the Company considers the extent to ~~conform~~which fair value is less than amortized cost, any changes to the ~~current period presentation. These reclassifications have no effect~~rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for a credit loss is recorded on our consolidated balance sheet, limited by the ~~previously reported~~amount that the fair value is less than the amortized cost basis. Impairment that has not been recorded through an allowance for credit losses is recorded through other comprehensive loss, net ~~loss or cash flows.~~of applicable taxes.

The carrying amounts reported in the Company’s condensed consolidated financial statements for cash, accounts payable, and other current liabilities approximate their respective fair values because of the short-term nature of these accounts. The fair value of the severance payable approximates the carrying value, which represents the present value of future severance payments. Cash equivalents, marketable securities and the derivative warrant liability are recorded at fair value.

Fair value is defined as the price that would be received if selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets (Level 1), and the lowest priority to unobservable inputs (Level 3). The Company’s financial assets are classified within the fair value hierarchy based on the lowest level of inputs that is significant to the fair value measurement. The three levels of the ~~derivative liability~~fair value hierarchy, and their applicability to the Company’s financial assets, are described below.

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date of identical, unrestricted assets.

Level 2: Quoted prices for similar assets, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to the security.

Level 3: Pricing inputs are unobservable for the assets. Level 3 assets include private investments that are supported by little or no market activity. Level 3 valuations are for instruments that are not traded in active markets or are subject to transfer restrictions and may be adjusted to reflect illiquidity and/or non-transferability, with such adjustment generally based on available market evidence. In the absence of such evidence, management’s best estimate is ~~discussed~~used.

assets and liabilities, during the periods presented, other than those assets and liabilities that are measured at fair value on a recurring basis see Note 6.

Certain freestanding common stock warrants that are related to the issuance of common stock are classified as liabilities and recorded at fair value due to characteristics that require liability accounting, primarily the obligation to issue registered shares of common stock upon notification of exercise or certain price protection provisions. Warrants of this type are subject to re-measurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense) in the condensed consolidated statement of operations. As noted in Note 8, Stockholders’ Equity, the Company classifies a warrant to purchase shares of its common stock as a liability on its condensed consolidated balance sheet if the warrant is a free-standing financial instrument that contains certain price protection features that cause the warrants to be treated as derivatives or requires the issuance of registered common shares upon exercise. Each warrant of this type is initially recorded at fair value on date of grant using the Monte Carlo simulation model or the ~~Black-Sholes~~Black-Scholes model, and is subsequently re-measured to fair value at each subsequent balance sheet date. Changes in fair value of the warrant are recognized as a component of other income (expense) in the consolidated statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrant. The Company utilizes Level 3 fair value criteria to measure the fair value of the warrants (see Note 6).

The Company is subject to those risks associated with any biotechnology company that has substantial expenditures for research and development. There can be no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approval or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants, as well as third party contractors.

~~In March 2020, the World Health Organization categorized the~~The novel coronavirus (COVID-19) ~~as a pandemic and the United States declared the COVID-19 outbreak a national emergency. The COVID-19~~ pandemic, and actions taken by governments and others to reduce its spread, ~~including travel restrictions, shutdowns of businesses deemed non-essential, and stay-at-home or similar orders,~~ has negatively impacted the global economy, financial markets, and the Company’s industry and has disrupted day-to-day life and business operations. Even as certain restrictions have been lifted, new processes implemented and vaccines ~~begin~~have become more widely available and administered, spikes in infections (including the spread of new variants) continue to be ~~distributed~~experienced as conditions evolve and ~~administered,~~fluctuate around the ~~Company believes that the current economic conditions are likely to continue to have a negative impact for the foreseeable future, and the~~world. The extent to which ~~they may impact~~ the ~~Company’s operations, liquidity~~continuing COVID-19 pandemic impacts our product candidates and ~~financial condition remains~~business, including patients’ willingness to participate and remain in clinical trials, the timing of meeting enrollment expectations, the ability of our third-party partners to remain operational and our access to capital markets and financing sources, depends on numerous evolving factors that are highly uncertain, cannot be accurately predicted, and may be significant.

In ~~August 2018,~~December 2019, the FASB issued ASU ~~2018-13,~~ ~~Fair Value Measurement~~2019-12, Income Taxes (Topic ~~820)~~740): ~~Disclosure Framework-Changes~~Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Amendments include removal of certain exceptions to the ~~Disclosure Requirements~~general principles of ASC 740 , Income Taxes and simplification in several other areas such as accounting for ~~Fair Value~~a franchise tax (or similar tax) that is partially based on income. ASU 2019-12 is effective for public business entities for annual reporting periods beginning after December 15, 2020, and interim periods within those reporting periods. The Company adopted the pronouncement as of April 1, 2021 and the adoption of this standard did not have a material impact on its condensed consolidated financial statements and disclosures.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU ~~2018-13”~~2016-13”)~~, which modifies~~ and has since modified the ~~disclosure requirements on fair value in~~standard with several ASUs (collectively, “Topic 326”). Topic ~~820.~~326 requires companies to present a financial asset (or a group of financial assets) measured at amortized cost and available for sale debt securities net of the amounts expected to be collected. Prior U.S. GAAP delayed recognition of the full amount of credit losses until the loss was probable of occurring. Under this ASU, ~~certain disclosure requirements~~the income statement will reflect an entity’s current estimate of all expected credit losses. The measurement of expected credit losses will be based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for ~~fair value measurements are eliminated, amended or added.~~credit losses rather than as a direct write-down of the security. Early adoption is permitted. The guidance is effective for ~~the Company fiscal year and interim periods within those~~ fiscal years beginning after December 15, ~~2019.~~2022, including interim periods within those fiscal years. The Company ~~has~~ adopted ~~ASU 2018-13 using a prospective method effective~~the pronouncement as of April 1, ~~2020. The~~2021 and the adoption of this ~~ASU~~standard did not have a material ~~effect~~impact on ~~the Company’s~~its condensed consolidated financial statements and ~~related~~ disclosures. ~~See Note 6.~~

In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40).ASU No. 2020-06 eliminates the beneficial conversion and cash conversionaccounting models for convertible instruments. It also amends the accountingfor certain contracts in an entity’s own equity that are currently accounted foras derivatives because of specific settlement provisions. In addition, the newguidance modifies how particular convertible instruments and certain contractsthat may be settled in cash or shares impact the diluted ~~earnings per share (“EPS”)~~EPS computation.

The amendments in ASU No. 2020-06 are effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after

December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. FASB also specified that an entity should adopt the guidance as of the beginning of its annual fiscal year and is not permitted to adopt the guidance in an interim period.The Company ~~is assessing~~adopted the pronouncement as of April 1, 2021 and the adoption of this standard did not have a material impact on its condensed consolidated financial statements and disclosures.

The following table sets forth the computation of basic and diluted net loss per common share for the periods indicated:

	Three Months Ended December 31,						Nine Months Ended December 31,						Three Months Ended September 30,						Six Months Ended September 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Basic and diluted net loss per common share calculation:
Net loss	$	(6,120,711	)	$	(6,957,530	)	$	(21,797,060	)	$	(16,275,596	)	$	(5,564,710	)	$	(6,850,534	)	$	(11,493,873	)	$	(15,676,349	)
Weighted average common shares outstanding — basic and diluted:		130,172,441			112,071,354			127,611,426			111,961,971			172,206,894			128,046,895			172,206,177			126,323,921
Net loss per share of common stock — basic and diluted	$	(0.05	)	$	(0.06	)	$	(0.17	)	$	(0.15	)	$	(0.03	)	$	(0.05	)	$	(0.07	)	$	(0.12	)

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per ~~Share”.~~Share.” Basic net loss per share is computed by dividing net loss attributable to the Company by the weighted average number of shares of Company Common Stock outstanding for the period, and diluted ~~earnings per share~~EPS is computed by including common stock equivalents outstanding for the period. During the periods presented, the calculation excludes any potential dilutive common shares and any equivalents as they would have been anti-dilutive.

Warrants issued in April 2019, discussed further in Note 8, participated on a one-for-one basis with common stock in the distribution of dividends, if and when declared by the Board of Directors (the “Board”) on the Company’s common stock. For purposes of computing EPS, these warrants were, when outstanding, considered to participate with common stock in the earnings of the Company and, therefore, the Company calculates basic and diluted EPS using the two-class method. Under the two-class method, net income for the period is allocated between common stockholders and participating securities according to dividends declared and participation rights in undistributed earnings. No income was allocated to the warrants for the three and nine months ended December 31, 2020 and 2019 as results of operations was a loss for these periods.

The following outstanding securities at ~~December 31,~~September 30, 2021 and 2020 ~~and 2019~~ have been excluded from the computation of diluted weighted average shares outstanding, as they are anti-dilutive:

	December 31,				September 30,
	2020		2019		2021		2020
Stock options		15,456,522		11,808,482		14,697,448		14,577,732
Warrants		3,104,318		8,937,651		3,104,318		3,104,318
Total		18,560,840		20,746,133		17,801,766		17,682,050

Accounts payable (including accounts payable to a related party – see Note 11) and other current liabilities consisted of the following:

	December 31, 2020		March 31, 2020		September 30, 2021		March 31, 2021
Legal	$	190,456	$	199,671	$	147,596	$	454,139
Consultant and professional services		74,546		109,504		65,679		176,957
Accounting and auditing		62,897		118,837		2,822		55,349
Research and development		2,151,135		1,863,355		2,662,905		2,657,202
Board of Directors and Medical Advisory Board Compensation		482,781		484,750
Board of Directors and Scientific Advisory Board Compensation						429,281		435,594
Other		40,716		51,185		30,848		63,149
Total	$	3,002,531	$	2,827,302	$	3,339,131	$	3,842,390

During the six months ended September 30, 2021, the Company entered into Separation and General Release Agreements with 2 employees. The agreements provide separation benefits which the Company recorded as severance expense. In April 2021, the Company entered into a Separation and General Release Agreement related to the separation of employment of its then-Chief Medical Officer as of March 31, 2021. The agreement provides for separation benefits which the Company recorded as severance expense for the year ended March 31, 2021. On March 15, 2019, the Company entered into a Release Agreement related to the separation of employment of its then-Chief Operating Officer. The agreement provides for salary continuance for five years, reimbursement of health benefits for three years and a modification to his outstanding stock options to extend the post-termination exercise period for his vested options from three months to five years. The Company recorded severance expense at its present value of $2.5 million (using a discount rate of 6%) for the year ended March 31, 2019, including $0.4 million relating to the stock option modification. The aggregate severance liability payable as of ~~December 31, 2020~~September 30, 2021 and March 31, ~~2020~~2021 was ~~$1.4~~$1.3 million and $1.6 million, respectively.

The carrying amounts reported in the Company’s condensed consolidated financial statements for cash, accounts payable, and other current liabilities approximate their respective fair values because of the short-term nature of these accounts. The fair value of the severance payable approximates the carrying value, which represents the present value of future severance payments. The fair value of the derivative liability is discussed below.

The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets (Level 1), and the lowest priority to unobservable inputs (Level 3). The Company’s financial assets are classified within the fair value hierarchy based on the lowest level of inputs that is significant to the fair value measurement. The three levels of the fair value hierarchy, and their applicability to the Company’s financial assets, are described below.

~~Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date of identical, unrestricted assets.~~

~~Level 2~~: Quoted prices for similar assets, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to the security.

~~Level 3~~: Pricing inputs are unobservable for the assets. Level 3 assets include private investments that are supported by little or no market activity. Level 3 valuations are for instruments that are not traded in active markets or are subject to transfer restrictions and may be adjusted to reflect illiquidity and/or non-transferability, with such adjustment generally based on available market evidence. In the absence of such evidence, management’s best estimate is used.

An adjustment to the pricing method used within either Level 1 or Level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. The Company had no material re-measurements of fair value with respect to financial assets and liabilities, during the periods presented, other than those assets and liabilities that are measured at fair value on a recurring basis.

The Company has segregated all financial assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below. Transfers are calculated on values as of the transfer date. There were no transfers between Levels 1, 2 and 3 during the six months ended September 30, 2021.

The Company’s financial instruments measured at fair value on a recurring basis as of September 30, 2021 and March 31, 2021 are as follows:

			Quoted prices in active markets			Significant other observable inputs		Significant unobservable inputs
September 30, 2021	Total		(Level 1)		��	(Level 2)		(Level 3)
Financial assets
Cash equivalents
Money market funds	$	6,726,462	$	6,726,462		$	—	$	—
Marketable Securities
Short-term
Corporate debt securities		16,267,438		—			16,267,438		—
Municipal debt securities		30,027,345		—			30,027,345		—
Long-term
Corporate debt securities		7,383,159		—			7,383,159		—
Municipal debt securities		12,986,229		—			12,986,229		—
	$	73,390,633	$	6,726,462		$	66,664,171	$	—
Financial liability
Warrant liability	$	862,612	$	—		$	—	$	862,612

March 31, 2021
Financial liability
Warrant liability	$	1,931,921	$	—		$	—	$	1,931,921

Fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The fair value of cash equivalents held in money market funds is determined based on “Level 1” inputs. Marketable securities classified as Level 2 within the valuation hierarchy consist of corporate debt securities and municipal debt securities. We estimate the fair values of these marketable securities by taking into consideration valuations obtained from third-party pricing sources. These pricing sources utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include market pricing based on real-time trade data for the same or similar securities, issuer credit spreads, benchmark yields, and other observable inputs.

The fair value measurement for ~~the warrants issued in connection with the registered offering that closed on April 2, 2019 (the “April 2019 Warrants”) and~~ the warrant issued in conjunction with the Exchange Agreements (see Note 8 for transaction details)

~~(the~~ (the “May 2020 Warrant”) ~~are~~is based on significant inputs not observable in the market and ~~are~~is classified as Level 3 liability as of September 30, 2021 and March 31, ~~2020 and December 31, 2020, respectively.~~

The fair value of the April 2019 Warrants was determined using a Monte Carlo simulation model and included significant unobservable inputs including volatility and the probability of fundamental transactions occurring (see Note 8 for further discussion of the issuance of common stock from an underwritten registered offering).2021. The fair value of the May 2020 Warrant was determined using ~~the~~a Black Scholes model and included significant unobservable inputs such as volatility. ~~Both models~~The model also incorporated several observable assumptions at each valuation date including: the price of the Company’s common stock on the date of valuation, the remaining contractual term of the warrant and the risk free interest rate over the term. ~~Transfers are calculated on values as of the transfer date. There were no transfers between Levels 1, 2 and 3 during the nine months ended December 31, 2020.~~

The following table details key inputs and assumptions used to estimate the fair value of the May 2020 Warrant as of ~~December~~September 30, 2021 and March 31, ~~2020~~2021 using a Black Scholes ~~model and April 2019 Warrants liability as of March 31, 2020 using the Monte Carlo simulation models:~~model:

	May 2020 Warrant			April 2019 Warrants			May 2020 Warrant			May 2020 Warrants
	December 31, 2020			March 31, 2020			September 30, 2021			March 31, 2021
Stock price	$	1.22		$	1.10	��	$	1.03		$	1.78
Volatility		72	%		60	%		89	%		78	%
Remaining term (years)	3.25				4.01		2.51				3.01
Expected dividend yield		—			—			—			—
Risk-free rate		0.19	%		0.33	%		0.41	%		0.35	%

~~The Company’s financial instruments measured at fair value on a recurring basis are as follows:~~

The following table summarizes activity for liabilities measured at fair value using Level 3 significant unobservable inputs:

~~During~~The following table summarizes available-for-sale securities recorded in cash and cash equivalents or marketable securities as of September 30, 2021:

The following table summarizes the ~~year ended March 31, 2020, the Company entered into a short-term financing arrangement with its insurance carrier related to payment~~classification of ~~premium for its Director and Officer liability insurance coverage totaling $0.5 million for the policy year ending on March 18, 2021. As~~available-for-sale securities:

The following table summarizes our portfolio of ~~December 31, 2020 and March 31, 2020, there remained a balance of $0 million and $0.5 million, respectively, recorded to insurance note payable on the accompanying consolidated balance sheets.~~available-for-sale securities by contractual maturity:

~~The following summarizes the common stock warrant activity for the nine months ended December 31, 2020:~~

~~At each of December 31, 2020 and March 31, 2020, 3,074,551 and 8,907,884, respectively, of common stock purchase warrants relating to securities purchase agreements were outstanding and exercisable.~~

~~The Company has warrants to purchase its common stock outstanding as of December 31, 2020, as follows:~~

On October 18, 2019, the Company entered into the Sale Agreement with Jefferies, which was amended on August 12, 2020, pursuant to which the Company may, from time to time, sell shares of common stock, having an aggregate offering price of up to $30.0 million through Jefferies, as the Company’s sales agent. As indicated in the amendment, the shares will be offered and sold by the Company pursuant to its currently effective Registration Statement on Form S-3, as amended (Reg. No. 333-245033). Any sales of common stock pursuant to the Sales Agreement will be made by methods deemed to be an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. Jefferies will use commercially reasonable efforts to sell the shares from time to time, based on the instructions of the Company. The Company will pay Jefferies a commission rate of three percent (3%) of the gross proceeds from the sales of shares of Common Stock sold pursuant to the Sale Agreement. Under the Sale Agreement, the Company is not required to use the full available amount authorized and it may, by giving notice as specified in the Sale Agreement, terminate the Sale Agreement at any time.

During the nine months ended December 31, 2020, the Company raised approximately $6.1 million in gross proceeds via sale of 4,453,939 shares of Common Stock. The Company incurred $0.3 million of related costs that partially offset the proceeds. At December 31, 2020, there remained approximately $22.2 million of availability to sell shares through the Jefferies ATM.

On January 7, 2020, the Company and Eagle entered into the Eagle SPA, pursuant to which the Company issued and sold to Eagle 10,000,000 shares of common stock, at a price of $2.00 per share. The Eagle SPA provides that Eagle will, subject to certain conditions, make an additional payment of $20 million upon the occurrence of a milestone event, which is defined as the earlier of (~~i) achievement of the~~ primary endpoint of overall survival in the TYME-88-Panc pivotal trial; (ii) achievement of the primary endpoint of overall survival in the PanCAN Precision Promise SM-88 registration arm; or (iii) FDA approval of SM-88 in any cancer indication. This payment would be split into a $10 million milestone cash payment and a $10 million investment in TYME at a 15% premium to the then prevailing market price. Eagle’s shares will be restricted from sale until the earlier of three months following the milestone event or the three-year anniversary of the agreement.

In April 2019, the Company completed an underwritten registered offering (the “Offering”) of 8,000,000 shares of its common stock at a price of $1.50 per share. The total net proceeds of the Offering were $11.3 million after deducting underwriter’s discounts and before expenses related to the Offering.

~~As part of the Offering, the investors received warrants to purchase up to 8,000,000 shares of the Company’s Common Stock at an exercise price of $2.00 per share (the “April 2019 Warrants”).~~

~~The April 2019 Warrants, prior to their exchange, discussed below, participated with common stock on a one-for-one basis for distribution dividends or other assets of the Company.~~

On May 20, 2020, the Company entered into exchange agreements with holders (the “Holders”) of the warrants issued in April 2019 ~~Warrants.~~(the “April 2019 Warrants”). The April 2019 Warrants were offered and issued pursuant to the Company’s previous shelf registration statement on Form S-3 (File No. 333-211489).

Pursuant to exchange agreements (the “Share Exchange Agreements”) with Holders of the April 2019 Warrants to purchase 5,833,333 shares of Common Stock in the aggregate, the Company issued an aggregate of 2,406,250 shares of common stock (the “Exchange Shares”) in exchange for such April 2019 Warrants. Concurrently therewith, each such Holder executed and delivered to the Company a leak-out agreement (a “Share Leak-Out Agreement”) that contained trading restrictions with respect to the Exchange Shares, which (i) for the first 90 days, prohibit any sales of Exchange Shares, (ii) for the subsequent 90 days, limit sales of Exchange Shares on any day to 2.5% of that day’s trading volume of Common Stock, and (iii) prohibit new short positions or short sales on Common Stock for the combined 180 day period.

The Company also entered into an exchange agreement (the “Warrant Exchange Agreement”) with another Holder of April 2019 Warrants to purchase 2,166,667 shares of Common Stock in the aggregate. Pursuant to the Warrant Exchange Agreement, the Company issued such Holder a new warrant (the “May 2020 Warrant”) to purchase the same number of shares of Common Stock. The May 2020 Warrant has the same expiration date, April 2, 2024, as the April 2019 Warrants, but has an exercise price of $1.80 and does not include ~~the~~certain price protection, anti-dilution provisions or other restrictions on Company action from the April 2019 Warrants. Concurrently therewith, such Holder executed and delivered to the Company a leak-out agreement that contained trading restrictions on sales of Common Stock issued upon exercise of the May 2020 Warrant that are substantially similar to the restrictions on Exchange Shares in the Share Leak-Out Agreement, provided that the leak-out restrictions will only apply to the first 893,750 shares of Common Stock issued pursuant to the May 2020 Warrant.

The April 2019 Warrants were remeasured as of May 20, 2020, before the exchange, using the Monte Carlo pricing simulation resulting in a fair value of approximately $7.3 million, and the change in fair value from March 31, 2020 to the fair value before the exchange of approximately $3.7 million was recorded as an expense component of other income (expense) within the condensed consolidated statement of operations. The key assumptions in applying the Monte Carlo simulation model were as follows: $1.70 stock price, 73% volatility, 3.87 years remaining term, 0.28% risk free rate and the probability of fundamental transactions occurring. The change in fair value of the April 2019 Warrants for the nine months ended December 31, 2019 was $2.6 million and recorded as a component of other income (expense) within the condensed consolidated statement of operations.

At May 20, 2020, the fair value of the 2,406,250 shares issued under the Share Exchange Agreements was approximately $3.4 million and resulted in a gain on exchange of approximately $1.9 million.

The exercise price of the May 2020 Warrant is subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, combinations and reclassifications of the Company’s Common Stock.

The Company determined that the May 2020 Warrant should be recorded as a derivative liability on the condensed consolidated balance sheet due to the May 2020 Warrant’s contractual provisions requiring issuance of registered common shares upon exercise. At May 20, 2020, the May 2020 Warrant was recorded at the fair value of $1.7 million as determined using the Black Scholes model and the change in fair value before and after the exchange of $0.3 million was recorded as a gain on warrant exchange as a component of other income (expense) within the condensed consolidated statement of operations. The key assumptions in applying the Black Scholes model were as follows: $1.64 stock price, 73% volatility, 3.87 years remaining term, 0.27% risk free rate and 7% discount for lack of marketability. The change in fair value of the May 2020 Warrant from May 20, 2020 through ~~December 31,~~September 30, 2020 of ~~$0.7~~$0.9 million income was recorded as a component of other income (expense) within the condensed consolidated statement of operations.

13The following summarizes the common stock warrant activity for the six months ended September 30, 2021:

At each of September 30, 2021 and March 31, 2021, 3,074,551, of common stock purchase warrants relating to SPAs were outstanding and exercisable.

The Company has warrants to purchase its common stock outstanding as of September 30, 2021, as follows:

The Company did 0t sell any shares through the Jefferies ATM during the six months ended September 30, 2021. During the six months ended September 30, 2020, the Company raised approximately $6.1 million in gross proceeds through the sale of 4,453,939 shares of Common Stock and incurred $0.3 million of related costs that offset the proceeds. At September 30, 2021, there remained approximately $22.2 million of availability to sell shares through the Jefferies ATM.

On January 7, 2020, the Company and Eagle entered into the Eagle SPA, pursuant to which the Company issued and sold to Eagle 10,000,000 shares of common stock, at a price of $2.00 per share. The Eagle SPA provides that Eagle will, subject to certain conditions, make an additional payment of $20 million upon the occurrence of a milestone event, which is defined as the earlier of (i) achievement of the primary endpoint of OS in the TYME-88-Panc pivotal trial; (ii) achievement of the primary endpoint of OS in the PanCAN Precision Promise SM-88 registration arm; or (iii) FDA approval of SM-88 in any cancer indication. This payment would be split into a $10 million milestone cash payment and a $10 million investment in TYME at a 15% premium to the then prevailing market price. Eagle’s shares will be restricted from sale until the earlier of three months following the milestone event or the three-year anniversary of the agreement.

OnFebruary8,2021,theCompanyclosedonitsregistereddirectofferingwithseveralhealthcare-focused institutionalandotherinstitutionalinvestors(the“Purchasers”),pursuanttowhichtheCompanysoldtothePurchasersanaggregateof40,000,000shares(the“Shares”)ofcommonstock,$0.0001parvaluepershare.TheSharesweresoldatapurchasepriceof$2.50pershareforaggregategrossproceedstotheCompanyof$100million,priortodeductingplacementagent’sfeesandotherofferingexpensespayablebyTYME.TheCompanyincurred$6.2millionofrelated coststhatoffsetsuchproceeds.TheShareswereofferedbytheCompanypursuanttoaneffectiveshelfregistrationstatementonFormS-3,whichwasoriginallyfiledwiththeSEConAugust12, 2020 andwasdeclaredeffectiveonSeptember2,2020(Reg.No.333-245033).H.C. Wainwright&Co.actedastheexclusiveplacementagentfortheoffering.

In the course of the Company’s normal business operations, it enters into agreements and arrangements with contract service providers to assist in the performance of its research and development and clinical research activities. At September 30, 2021, the Company’s obligations to contract service providers, including PanCAN discussed below, were $3.2 million in the aggregate.

On April 1, 2020, the Company amended the Clinical Research Funding and Drug Supply Agreement dated October 9, 2018, with PanCAN, to enroll individuals diagnosed with pancreatic cancer in a platform style clinical research study. Stage 1 of the study was initiated in the fourth quarter of fiscal year 2020. As of ~~December 31, 2020,~~September 30, 2021, after taking into consideration amounts already incurred, the remaining expense to the Company is approximately ~~$5.3~~$3.0 million, subject to enrollment adjustments, and is expected to be incurred over ~~one year and nine months.~~the next year.

The Company has entered into contracts with manufacturers to supply SM-88 and certain related conditioning agents, in order to achieve favorable pricing on supplied products. These contracts have non-cancellable elements related to the scheduled deliveries of these products in future periods. Payments are made by us to the manufacturer when the products are delivered and of acceptable quality. The outstanding future contract obligations structured to match clinical supply needs for the Company’s ongoing trials and registration activity are approximately ~~$0.6~~$0.8 million and ~~$3.5~~$3.2 million, respectively, at ~~December 31, 2020. The Company expects the timing of associated payments to predominately occur through fiscal year 2022.~~September 30, 2021.

The Company is not currently a party to any material legal proceedings and is not aware of any pending or threatened legal proceeding against it that it believes could have a material adverse effect on the Company, its business, operating results or financial condition. From time to time, the Company may be involved in litigation, claims or other contingencies arising in the ordinary course of business. The Company would accrue a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company would not record a liability, but instead would disclose the nature and the amount of the claim, and an estimate of the loss or range of loss, if such estimate can be made. Legal fees are expensed as incurred.

The Company has a lease for office space in New Jersey, which expires in February 2023.

Total Company rent expense, including short term rentals, was approximately $14,000 and ~~$155,000~~$28,000 for the three and ~~nine~~six months ended ~~December 31, 2020~~September 30, 2021 and ~~$79,000~~$64,000 and ~~$235,000~~$141,000 for the three and ~~nine~~six months ended ~~December 31, 2019.~~September 30, 2020.

Operating lease ~~right-of-use (“ROU”)~~ROU assets and liabilities on the condensed consolidated balance sheet represents the present value of the remaining lease payments over the remaining lease terms. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. Payments for additional monthly fees to cover the Company's share of certain facility expenses are not included in operating lease ~~right-of-use~~ROU assets and liabilities. The Company uses its incremental borrowing rate of 11.0% to calculate the present value of its lease payments, as the implicit rates in the leases are not readily determinable.

As of ~~December 31, 2020,~~September 30, 2021, the future minimum lease payments under non-cancellable operating lease agreements for which the Company has recognized operating lease ~~right-of-use~~ROU assets and lease liabilities were as follows:

	December 31, 2020			September 30, 2021
Fiscal year 2021	$	9,974
Fiscal year 2022		43,164		$	19,620
Fiscal year 2023		43,164			43,164
Total remaining lease payments		96,302			62,784
Less: present value adjustment		(10,627	)		(4,634	)
Total operating lease liabilities		85,675			58,150
Less: current portion		(33,868	)		(38,883	)
Operating lease liabilities, net of current portion	$	51,807		$	19,267

Faegre Drinker Biddle & Reath (“Faegre Drinker”), formerly Drinker Biddle & Reath LLP (“DBR”), has provided legal services to the Company. The Company’s Chief Legal Officer and Corporate Secretary holds the consulting role “Senior Counsel” with ~~the~~ Faegre Drinker. Before joining the Company as Chief Legal Officer and Corporate Secretary, he was a partner at DBR and a non-employee director of the Company. In that capacity he received equity compensation payable to non-employee directors generally under the Company’s Amended and Restated 2016 Stock Option Plan for Non-Employee Directors (the “2016 Director Plan”) (see Note 12, Equity Incentive Plan) as well as cash compensation payable to non-employee directors generally. Legal fees incurred associated with Faegre Drinker were approximately ~~$127,000~~$151,000 and ~~$523,000~~$266,000 for the three and ~~nine~~six months ended ~~December 31, 2020,~~September 30, 2021, respectively, and ~~$170,000~~$161,000 and ~~$620,000~~$396,000 for the three and ~~nine~~six months ended ~~December 31, 2019.~~September 30, 2020. At ~~December 31, 2020~~September 30, 2021 and March 31, ~~2020,~~2021, the Company had approximately ~~$84,000~~$68,000 and ~~$73,000,~~$87,000, respectively, in accounts payable and accrued expenses payable to Faegre Drinker.

As of ~~December 31, 2020,~~September 30, 2021, there was approximately ~~$4.8~~$5.8 million of total unrecognized compensation expense related to non-vested stock options. The cost is expected to be recognized over the remaining weighted average service period of ~~2.73~~3.1 years.

As of ~~December 31, 2020,~~September 30, 2021, there were ~~2,534,633~~7,441,131 shares available for grant under the Company’s 2015 Equity Incentive Plan and 2016 Director Plan.

	Three Months Ended December 31,				Nine Months Ended December 31,				Three Months Ended September 30,				Six Months Ended September 30,
	2020		2019		2020		2019		2021		2020		2021		2020
General and administrative	$	490,000	$	959,000	$	1,589,000	$	2,748,000	$	480,000	$	538,000	$	951,000	$	1,100,000
Research and development		295,000		643,000		1,149,000		1,925,000		136,000		346,000		309,000		853,000
Total	$	785,000	$	1,602,000	$	2,738,000	$	4,673,000	$	616,000	$	884,000	$	1,260,000	$	1,953,000

The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted. For employees and non-employees, the compensation expense is amortized on a straight-line basis over the requisite service period, which approximates the vesting period. The Company accounts for forfeitures as they occur, rather than estimating forfeitures as of an award’s grant date.

The expected volatility of options granted has been determined using the method described under ASC 718 using the expected volatility of similar companies. The expected term of options granted to employees, non-employees and consultants in the current fiscal period has been based on the term by using the simplified method as allowed under SAB No. 110 and ASU 2018-7.

The weighted average assumptions used to determine such values are presented in the following table:

	December 31, 2020			December 31, 2019			September 30, 2021			September 30, 2020
Risk free interest rate	0.17% - 0.53%			1.39% - 2.38%			0.28% - 1.01%			0.17% - 0.40%
Expected volatility	88.02% - 101.67%			71.65% - 76.22%			97.11% - 105.37%			88.02% - 101.67%
Expected term (in years)	2.8 - 6.1			2.5 - 6			2.7 - 6.1			2.8 - 6.1
Dividend yield		0	%		0	%		0	%		0	%

The following is a summary of the status of the Company’s stock options for the ~~nine~~six months ended ~~December 31, 2020:~~September 30, 2021:

Stock Options Outstanding

Stock Options Vested

Stock Options Outstanding

Stock Options Vested

Range of

Exercise

Price

Number Outstanding at December 31, 2020

Weighted

Average

Exercise

Price

Weighted

Average

Remaining

Life

(Years)

Aggregate

Intrinsic

Value

Number

Vested at December 31, 2020

Weighted

Average

Exercise

Price

Aggregate

Intrinsic

Value

Number Outstanding at September 30, 2021

Weighted

Average

Exercise

Price

Weighted

Average

Remaining

Life

(Years)

Aggregate

Intrinsic

Value

Number

Vested at September 30, 2021

Weighted

Average

Exercise

Price

Aggregate

Intrinsic

Value

$0.95 - $8.75

15,456,522

2.85

7.5

438,795

9,853,275

3.70

39,000

14,697,448

2.40

7.5

4,595

8,404,207

3.23

2,893

The intrinsic value calculated as the excess of the market value as of ~~December 31, 2020~~September 30, 2021 over the exercise price of the options is ~~$438,795.~~$ 4,595. The market value per share as of ~~December 31, 2020~~September 30, 2021 was ~~$1.22~~$1.03 as reported by the NASDAQ Capital Market.

A valuation allowance is recorded if it is more likely than not that a deferred tax asset will not be realized. The Company weighed available positive and negative evidence and concluded that a full valuation allowance should continue to be maintained on its net deferred tax assets.

The Company is required to evaluate uncertain tax positions taken or expected to be taken in the course of preparing the Company’s condensed consolidated financial statements to determine whether the tax positions are more likely than not of being sustained by the applicable tax authority. As of ~~December 31, 2020,~~September 30, 2021, the Company’s uncertain tax positions remain unchanged. Due to the full valuation allowance, none of the gross unrecognized tax benefits, if recognized, would affect the effective tax rate at ~~December 31, 2020.~~September 30, 2021.

The Company had no income tax related penalties or interest for periods presented in these condensed consolidated financial statements related to uncertain tax positions due to available net operating loss carryforwards, which would be recorded as tax expense should the Company accrue for such items.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The disclosures in this Quarterly Report are complementary to those made in our Annual Report on Form 10-K filed with the ~~U.S. Securities and Exchange Commission~~SEC on June 10, 2021 (the ~~“SEC”) on May 22, 2020 (the “2020~~“2021 10-K”). You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing in this Quarterly Report as well as our audited financial statements, notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our ~~2020~~2021 Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this report and of our ~~2020~~2021 Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. As used in this report, unless the context suggests otherwise, “we,” “us,” “our,” “the Company,” “TYME” or “Tyme Technologies” refer to Tyme Technologies, Inc. together with its ~~subsidiaries.~~subsidiary. All amounts in Management’s Discussion and Analysis of Financial Condition and Results of Operations are approximate.

TYME is an emerging biotechnology company developing ~~cancer metabolism-based therapies (CMBTs~~CMBTs^TM) that are intended to be effective across a broad range of solid tumors and hematologic cancers, while also maintaining patients’ quality of life through relatively low toxicity profiles. Unlike targeted therapies that attempt to regulate specific ~~pathways~~mutations within cancer, ~~TYME’s~~the Company’s therapeutic approach is designed to take advantage of a cancer cell’s innate metabolic requirements to cause cancer cell ~~death.~~ ~~Our first-in-class CMBT compounds include SM-88~~deaththrough oxidative stress and ~~TYME-18. These compounds are structurally and mechanistically different, and we believe they offer~~exposure to the ~~potential for better and safer medicines. Early~~body’s natural immune system.

The Company is currently focused on developing its novel compound, SM-88. The Company believes that early clinical results demonstrated by SM-88 in multiple advanced cancers, including pancreatic, prostate, sarcomas and breast, reinforce the potential of our emerging ~~CMBT~~CMBT™ pipeline. ~~Moreover, we believe~~

In November 2020, TYME appointed Richie Cunningham as its new Chief Executive Officer. InJanuary 2021, he commenced a comprehensive strategic review examining every facet of the Company, with the goals of assessing the Company’s existing opportunities, exploring untapped opportunities that may have been overlooked and maximizing the efficiency of our ~~pipeline offers hope~~capital expenditures in an effort to ~~patients for a new future in long-term management of advanced cancers.~~ ~~With the development of TYME-18~~unlock TYME’s full potential.

The strategic review was extensive and ~~TYME-19 (discussed below), we believe we are also emerging as a leader~~involved internal and external assessments by industry experts, KOLs and advisors with considerable experience in the ~~development of bile acids as potential therapies for cancer~~various areas we sought to probe and ~~viruses such as COVID-19.~~explore.

~~Our lead clinical CMBT compound,~~The strategic review process resulted in several key takeaways including, but not limited to:

The Company’s current strategy, including ongoing studies and the Preclinical Pipeline Program, has been developed based on the takeaways from the strategic review.

Precision Promise Trial- SM-88 is an oral investigational modified proprietary tyrosine derivative that is hypothesized to interrupt the metabolic processes of cancer cells by breaking down the cells’ key defenses and leading to cell death through oxidative stress and exposure to the body’s natural immune system. To date, clinical trial data have shown that SM-88 has achieved confirmed tumor responses across 15 different cancers, both solid and liquid tumors, including pancreatic, lung, breast, prostate, sarcoma and lymphoma cancers, with ~~minimal serious Grade 3 or higher adverse events, which we believe is rare for investigational compounds. In fiscal year 2020, we launched our pivotal study for SM-88~~MPS as 2^nd line therapy in ~~the third-line treatment of~~metastatic pancreatic cancer through an amendment to our ongoing TYME-88-Panc trial (Part 2), with the first patient dosed in the third quarter of the fiscal year. While all trials for SM-88 are still actively enrolling patients, the COVID-19 pandemic

The Company has significantly impacted enrollment of our TYME-88-Panc pivotal trial, and, as such, we do not anticipate the trial to be fully enrolled before calendar year 2022. (See “COVID-19 Update” below.) We estimate the remaining cost of the TYME-88-Panc trial (Part 2) to be approximately $6.0 million through calendar year 2022. We have also partnered with ~~the Pancreatic Cancer Action Network (“PanCAN”)~~PanCAN to study SM-88 in an adaptive randomized Phase II/III trial with registration intent known as Precision Promise^SM. InThe objective of Precision Promise is to expedite the study and approval of promising therapies for pancreatic cancer by bringing multiple stakeholders together, including academic, industry and regulatory entities. In this trial which began in early 2020, SM-88 with MPS is ~~initially~~ being studied as ~~second-line~~ monotherapy ~~and the study~~in a treatment arm for patients who have failed one prior line of ~~SM-88 could expand to first-line combination therapy with standard~~chemotherapy.

PanCAN is sponsoring Precision Promise ~~Stage 1~~and providing funding and other support. While TYME’s SM-88 is ~~approximately $6.8 million. In addition, patient~~included in the trial, we do not oversee, conduct or control the trial. As of September 30, 2021, there were fifteen participating sites in the Precision Promise trial. PanCAN has approved adding 15 additional sites, with five new sites planned to open in early calendar year 2022 and an additional ten sites expected to open by the end of calendar year 2022.

Although we do not have details of the enrollment ~~has advanced~~of the SM-88 cohort, the next likely event in ~~an investigator-initiated~~the trial would be a determination of potential “graduation” from the Phase II ~~study evaluating SM-88 in high-risk sarcomas with data readout expected in~~portion of the trial to the Phase III confirmatory portion of the trial. We expect to learn if the trial advances to Phase III during the second half of calendar year ~~2021. We presented final SM-88 prostate~~2022.

This quarter, we entered into an agreement with Georgetown University to support a Phase II ~~clinical data at the European Society~~trial, OASIS, for ~~Medical Oncology’s ESMO 2019 conference~~ ~~showing encouraging clinical benefit~~SM-88 in patients with ~~bio-marker recurrent prostate~~metastatic breast cancer who have HR+ and HER2- disease (“HR+/HER2-“). This represents approximately 73% of the annual breast cancer diagnoses in the US each year. The OASIS trial is an investigator-initiated prospective open-label Phase II trial evaluating the efficacy and safety of SM-88 with MPS for the treatment of metastatic HR+/ HER2- breast cancer after treatment with a CDK4/6 inhibitor. This trial is designed as a two-stage trial, enrolling up to 50 patients to receive SM-88 with MPS without additional therapies in patients who have failed or progressed after receiving two hormonal agents and a CDK4/6 inhibitor. The primary endpoint of this trial is ORR, with secondary endpoints including DOR, CBR at >24 weeks, PFS, and safety. The trial will be conducted at Georgetown University at a total of five sites within the Georgetown/MEDSTAR system located in Washington DC, Maryland, and New Jersey. Patient enrollment began this quarter with the first patient dosed in September. We plan to provide an update on the OASIS breast cancer study during the first half of calendar year 2023.

In early 2020, the open-label Phase 2 investigator sponsored trial of SM-88 therapy in sarcoma, HoPES, opened. This trial has two cohorts, each expecting to enroll 12 patients. The first is SM-88 with MPS as salvage treatment in patients with mixed rare sarcomas, the other is SM-88 with MPS as maintenance treatment for patients with metastatic Ewing’s sarcoma that had not progressed on prior therapy. The primary objectives are to measure ORR and PFS. Secondary objectives include DOR, OS, CBR using RECIST, and incidence of treatment-emergent AEs. The Joseph Ahmed Foundation is sponsoring this trial and the ~~final results were published~~trial is being conducted by PI Dr. Chawla at the Sarcoma Oncology Center in Santa Monica, CA. We anticipate that the trial will complete enrollment by the end of the first half of calendar year 2022.

The Company has begun a comprehensive translational preclinical program. We have engaged Evotec, a leading global research and development company to aid in the ~~peer-reviewed journal,~~ ~~Investigational New Drugs, on September 13, 2020.~~execution of these activities and are also incorporating several complementary academic collaborations into this multi-faceted program. The overall goal of these activities is to potentially identify actionable biomarkers of sensitivity and activity to SM-88 in various cancers, complementary combination drugs strategies for SM-88, and other cancer metabolism targets that could be targeted for treatment. Additionally, the Company ~~continues~~intends to ~~evaluate~~incorporate liquid and tumor biopsies to future clinical trials to contribute to the ~~expansion of our SM-88 clinical program~~biomarker identification. We anticipate this engagement will have several stages, and that it is likely to ~~other tumor types.~~last through this fiscal year and into future periods.

immune, and other metabolic systems. Some agents in this class have also ~~have~~previously shown antiviral properties.

In in vitro preclinical testing, TYME-19 ~~repeatedly~~ prevented COVID-19 viral replication at doses without ~~attributable~~meaningful cytotoxicity to the treated cells. Previous independent preclinical research has also shown select bile acids ~~like TYME-19~~may have had broad antiviral activity.

In fiscal year 2020, we launched our pivotal study for SM-88 in the third-line treatment of pancreatic cancer through an amendment to our ongoing TYME-88-Panc trial (Part 2), with the first patient dosed in the third quarter of the fiscal year. As described previously, the COVID-19 pandemic significantly impacted enrollment of this trial such that it appeared it was likely to complete enrollment in a ~~proof-of-concept~~similar timeline to the second-line Precision Promise pancreatic cancer trial. There was also a higher than expected dropout rate of patients randomized to the chemotherapy control arm, which could have potentially impacted the interpretative and regulatory utility of the data.

Following the strategic review discussed above, considering, in part, the timeline and regulatory utility for this trial ~~for recently diagnosed, symptomatic patients.~~compared to the parallel Precision Promise trial and concentration of investment in this specific cancer, management concluded that it would be best to focus on the second-line Precision Promise trial, which offers treatment options to patients earlier in their disease and includes tumor biopsy and biomarker analyses that align with the Company’s overall strategic focus on identifying targeted therapies.

Therefore, the Company decided to stop enrollment and begin the process of closing down the trial. Patients currently on therapy will be allowed to continue treatment until progression or unacceptable toxicity. The closing of this trial is expected to ~~start as soon as customary trial site~~require several months to complete. In the six months ended September 30, 2021, the Company expensed $843,000 of estimated closeout costs. The trial’s remaining ongoing expense to the Company is approximately $1.2 million, and ~~regulatory approvals are completed.~~is expected to be incurred over the next nine months.

In March 2020, the World Health Organization categorized the novel coronavirus (COVID-19) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The COVID-19 pandemic, and actions taken by governments and others to reduce its spread, including travel restrictions, shutdowns of businesses deemed non-essential, and stay-at-home or similar orders, has negatively impacted the global economy, financial markets, and our industry and has disrupted day-to-day life and business operations. We ~~are~~continue to closely ~~monitoring~~monitor the impact of COVID-19 on all aspects of our business, our clinical trials, and the safety of patients, including as ~~cities and states~~vaccines become more widely available, as jurisdictions ease certain restrictions and ~~begin to reopen~~as possible new outbreaks or ~~consider doing so~~virus variants emerge and ~~also as they re-impose certain restrictions.~~jurisdictions evaluate new or renewed safety measures. We continue to work closely with our clinical trial sites during the ~~pandemic. While all trials for SM-88 are still actively enrolling patients~~pandemic, and we believe we have sufficient clinical supply to complete all of our trials, the COVID-19 pandemic has significantly impacted enrollment of our TYME-88-Panc pivotal trial. Enrollment has slowed primarily due to various reasons related to the pandemic, including but not limited to an overall decrease in cancer diagnoses, changes in patient treatment practices, changes in hospital or university policies, federal, state or local regulations, and prioritization of hospital resources toward pandemic efforts. These pandemic-related effects have had a greater impact on our enrollment rates than originally anticipated, and, as such, we do not expect full enrollment for the TYME-88-Panc pivotal trial before calendar year 2022.

We are committed to working with ~~the clinical trial sites~~them to assure appropriate access for patients who are seeking clinical trial options for these advanced cancers for which the patients have limited or no other treatment options.

We have also taken important steps to protect the health and welfare of our employees, consultants and board members, ~~primarily~~ by ~~adapting~~continuing to provide a fully “work-from-home” ~~model since March 2020.~~option. The extent to which COVID-19 impacts our product candidates and business, including patients’ willingness to participate and remain in clinical trials, the timing of meeting enrollment expectations, the ability of our third-party partners to remain operational and our access to capital markets and financing sources, however, depends on numerous evolving factors that are highly uncertain and cannot be accurately ~~predicted, including those identified under “Risk Factors” in this report and in the 2020 10-K, many of which are beyond our control.~~predicted. Management continues to monitor the situation closely and intends to continue to adapt and implement process adjustments as needed.

Consistent with our overall corporate mission of developing effective cancer therapies that aim to extend patients’ lives while not compromising on their quality of life and developing bile acids as potential therapies for cancer and viruses such as COVID-19, during the three months ended December 31, 2020 and subsequently, we note the following activities:

On February 3, 2021, TYME announced that it received notification that the United States Patent and Trademark Office had granted additional patent claims related to the Company’s metabolic technology platform. The patent, U.S. Patent No. 10,905,698, is directed to methods for treating COVID-19.

As discussed above in the “Overview” section, the Company is developing and studying TYME-19 in the fight against COVID-19. TYME-19 is an investigational compound that is not approved in the U.S. for any disease indication. TYME intends to initiate the appropriate clinical trials to substantiate the safety and efficacy of TYME-19.

~~TYME Presents SM-88 Abstract at the American Society of Clinical Oncology 2021 Gastrointestinal Cancers Symposium~~

An abstract highlighting clinical data for TYME's lead candidate, oral SM-88 (racemetyrosine), in patients with metastatic pancreatic cancer, was presented at the American Society of Clinical Oncology (ASCO) Virtual 2021 Gastrointestinal Cancers Symposium’s session titled Hepatobiliary Cancer, Neuroendocrine/Carcinoid, Pancreatic Cancer, and Small Bowel Cancer held on January 17, 2021. The new data presented demonstrates the potential role of SM-88 in advanced pancreatic cancer through the analysis of circulating tumor cells (CTCs) and passively acquired biometrics data from a wearable device.

On November 23, 2020, the Board of Directors of the Company (the “Board”) appointed Richard Cunningham as the new Chief Executive Officer of the Company, effective November 24, 2020. The Board also appointed Mr. Cunningham to serve on the Board to fill a vacancy as a Class II director, effective November 24, 2020. Mr. Cunningham brings over 20 years of leadership experience in the healthcare and biopharmaceutical industry.

In conjunction with Mr. Cunningham’s appointment as the new Chief Executive Officer, Steve Hoffman agreed to step down as Chief Executive Officer and continue in his role of Chief Science Officer of the Company, effective November 24, 2020, and will remain a Class I director and Chairman of the Board.

In connection with the resignation of the Company’s former President and Chief Financial Officer on September 15, 2020, Barbara Galaini, the Company’s Principal Accounting Officer and Corporate Controller, has been the acting Principal Financial Officer since September 30, 2020.

Our new Chief Executive Officer joined the Company during the quarter and initiated a strategic review of the Company’s development strategy and product candidate portfolio with the goal of maximizing opportunities, improving operational efficiencies and minimizing risk as we focus on creating value for all stakeholders and seeking to deliver disruptive science and disease-altering medicines for patients in need.

This process may result in us deciding to modify or discontinue current or planned studies, in reallocating time and resources among existing product candidates, in exploring new product candidates or in making other operational changes, including to our reliance on internal and external resources. It could also result in changes to the timing of our studies and expected research and development costs. Any decisions on advancing, reprioritizing or eliminating any of our programs will be based on evaluation of a number of factors, including our assessment of internal and external resources, the design of or results from our preclinical and clinical trials, the likelihood of approval by the FDA or similar regulatory authorities outside the United States, the potential market for pipeline candidates, the costs and complexities of manufacturing to ensure a safe and sustainable supply of investigational compounds can be delivered to patients, the potential of competing products, the likelihood of any challenges to our intellectual property, regardless of merit, the ongoing and potential effects of the COVID-19 or any future pandemics, and industry and market conditions generally. The Company intends to provide updates as management reviews and finalizes its assessment.

This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with ~~accounting principles generally accepted in the United States (“GAAP”).~~GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and

liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued expenses, warrant liability, and stock-based compensation. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes in our critical accounting policies and significant judgments and estimates as discussed in our ~~2020~~2021 10-K.

As noted in Item 1. Note 8, Stockholders’ Equity, the Company classifies a warrant to purchase shares of its common stock as a liability on its condensed consolidated balance sheet if the warrant is a free-standing financial instrument that contains certain price protection features or requires issuance of registered common shares upon exercise which cause the warrants to be treated as derivatives. Each warrant of this type is initially recorded at fair value on date of grant using the Monte Carlo simulation model or the Black Scholes model, and is subsequently re-measured to fair value at each subsequent balance sheet date. Changes in fair value of the warrant are recognized as a component of other income (expense) in the condensed consolidated statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrant.

Three and ~~Nine~~Six Months Ended ~~December 31, 2020~~September 30, 2021 Compared to Three and ~~Nine~~Six Months Ended ~~December 31, 2019~~September 30, 2020

Net loss for the three months ended ~~December 31, 2020~~September 30, 2021 was ~~$6,121,000~~$5,565,000 compared to ~~$6,958,000~~$6,850,000 for the three months ended ~~December 31, 2019~~September 30, 2020 and the net loss for the ~~nine~~six months ended ~~December 31, 2020~~September 30, 2021 was ~~$21,797,000~~$11,494,000 compared to ~~$16,276,000~~$15,676,000 for the ~~nine~~six months ended ~~December 31, 2019.~~September 30, 2020. The decrease in losses for the current three-month period is mostly due to ~~decreased general~~lower research and ~~administrative costs and other expenses .~~development operating costs. The ~~increase~~decrease in losses for the ~~current nine-month~~six month period is due to ~~the non-cash expense~~favorable variance of ~~$5,596,000~~$3,843,000 in the change in fair value of the warrant liability ~~partially~~ offset by ~~the non-cash~~$2,229,000 prior years gain ~~of $2,229,000~~ on the warrant exchange, ~~and to increased~~as well as decreased operating costs. The ~~increase~~decrease in operating costs for the current ~~nine-month~~six month period of ~~$1,998,000~~$2,513,000 related to ~~increased~~decreased research and development costs of ~~$3,603,000, partially offset by a $1,605,000 decrease in~~$1,743,000 and decreased general and administrative ~~costs.~~costs of $770,000.

Cash used in operating activities for the ~~nine~~six-months ended September 30, 2021 was $10,280,000 compared to $12,764,000 for the six months ended ~~December 31, 2020 was $18,501,000 compared to $13,861,000 for the nine months ended December 31, 2019.~~September 30, 2020. See ~~Cash~~“Cash Flows” section below for further details.

During the three and ~~nine~~six months ended ~~December 31,~~September 30, 2021 and 2020, ~~and 2019,~~ the Company did not realize any revenues from operations. We do not anticipate any revenues until such time as one of our product candidates has been approved for commercialization by appropriate regulatory authorities or we enter into certain types of collaboration or licensing arrangements, none of which is anticipated to occur in the near future.

For the three months ended ~~December 31, 2020,~~September 30, 2021, operating costs and expenses totaled ~~$5,871,000~~$5,928,000 compared to ~~$6,544,000~~$7,321,000 for the three months ended ~~December 31, 2019,~~September 30, 2020, a decrease of ~~$673,000.~~$1,393,000. Operating costs and expenses were comprised of the following:

For the six months ended September 30, 2021, operating costs and ~~development~~ expenses ~~were $3,549,000~~totaled $12,581,000 compared to $15,094,000 for the ~~three~~six months ended ~~December 31,~~September 30, 2020, ~~comparable to $3,459,000 for the three months ended December 31, 2019,~~ a decrease of ~~$90,000. Substantially all research~~$2,513,000. Operating costs and ~~development expenditures have been incurred in respect of our lead drug candidate SM-88 and its technology platform. Research and development activities primarily consist~~expenses were comprised of the following:

~~For the nine months ended December 31, 2020, operating costs and expenses totaled $20,965,000 compared to $18,967,000 for the nine months ended December 31, 2019, an increase~~

For the three months ended ~~December 31, 2020,~~September 30, 2021, the Company had ~~$229,000~~$344,000 non-cash ~~expense~~income relating to the change in fair value of the warrant liability during the period, compared to ~~$426,000~~$490,000 income for the three months ended ~~December 31, 2019.~~ September 30, 2020. For the ~~nine~~six months ended ~~December 31, 2020,~~September 30, 2021, the Company had ~~$3,002,000~~$1,069,000 non-cash ~~expense~~income relating to the change in fair value of the warrant liability during the period compared to ~~$2,594,000~~$2,774,000 of non-cash ~~income~~expense for the ~~nine~~six months ended ~~December 31, 2019,~~September 30, 2020, resulting in a ~~$5,596,000~~$3,843,000 variance between the periods. See Item 1, Note 8 for details regarding changes in the fair value of the warrant liability.

For the ~~nine~~six months ended ~~December 31,~~September 30, 2020, the Company had a non-cash gain on warrant exchanges of $2,229,000 pursuant to the Share Exchange Agreements and the Warrant Exchange Agreement. See Item 1, Note 8 for additional details.

For the three and ~~nine~~six months ended ~~December 31, 2020~~September 30, 2021 the Company ~~earned~~had investment income and interest income on cash accounts of ~~$2,000~~$38,000 and ~~$19,000~~$59,000 compared to ~~$38,000~~$7,000 and ~~$186,000~~$17,000 for the three and ~~nine~~six months ended ~~December 31, 2019.~~September 30, 2020. For the three and ~~nine~~six months ended ~~December 31, 2020,~~September 30, 2021, the Company had interest expense primarily related to the amortization of the severance payable discount of ~~$23,000~~$19,000 and ~~$78,000~~$41,000 compared to $26,000 and ~~$89,000~~$55,000 for the three and ~~nine~~six months ended ~~December 31, 2019.~~September 30, 2020.

After adjusting for change in fair value of warrant liability, amortization of employees, directors and consultants stock options and gain on warrant exchange, adjusted net loss for the three months ended ~~December 31, 2020~~September 30, 2021 was ~~$5,107,000~~$5,293,000 or ~~$0.04~~$0.03 per share compared to ~~$4,930,000~~$6,457,000 or ~~$0.05~~$0.04 per share for the three months ended ~~December 31, 2019.~~September 30, 2020. Adjusted net loss for the ~~nine-month~~six-month period ended ~~December 31, 2020~~September 30, 2021 was ~~$18,286,000~~$11,303,000 or ~~$0.15~~$0.07 per share compared to ~~$14,197,000~~$13,178,000 or ~~$0.13~~$0.10 per share for the same period in the prior year. Adjusted net loss and adjusted net loss per share are non-GAAP measures. See “Use of Non-GAAP Measures” below for a reconciliation to the comparable GAAP measures.

Adjusted net loss and adjusted net loss per share as presented in this report are non-GAAP measures. The adjustments relate to the change in fair value of warrant liabilities, amortization of employees, directors and consultants stock based compensation and gain on warrant exchange. These financial measures are presented on a basis other than in accordance with U.S. generally accepted accounting principles ("Non-GAAP Measures"). In the reconciliation tables that follow, we present adjusted net loss and adjusted net loss per share, reconciled to their comparable GAAP measures, net loss and net loss per share. These items are adjusted because they are not operational or because they are significant non-cash charges and management believes these adjustments are meaningful to understanding the Company's performance during the periods presented. These Non-GAAP Measures should be considered a supplement to, not a substitute for, or superior to, the corresponding financial measures calculated in accordance with GAAP. Our definitions of adjusted net loss and adjusted loss per share may not be comparable to similar measures reported by other companies.

Reconciliation of Net Loss to Adjusted Net Loss
	Three Months Ended December 31,						Nine Months Ended December 31,							Three Months Ended September 30,						Six Months Ended September 30,
	2020			2019			2020			2019				2021			2020			2021			2020
Net loss (GAAP)	$	(6,121,000	)	$	(6,958,000	)	$	(21,797,000	)	$	(16,276,000	)		$	(5,565,000	)	$	(6,851,000	)	$	(11,494,000	)	$	(15,676,000	)
Adjustments:
Change in fair value of warrant liability		229,000			426,000			3,002,000			(2,594,000	)			(344,000	)		(490,000	)		(1,069,000	)		2,774,000
Amortization of employees, directors and consultants stock options		785,000			1,602,000			2,738,000			4,673,000				616,000			884,000			1,260,000			1,953,000
Gain on warrant exchange		—			—			(2,229,000	)		—				—			—			—			(2,229,000	)
Adjusted net loss (non-GAAP)	$	(5,107,000	)	$	(4,930,000	)	$	(18,286,000	)	$	(14,197,000	)		$	(5,293,000	)	$	(6,457,000	)	$	(11,303,000	)	$	(13,178,000	)


Reconciliation of Net Loss Per Share to Adjusted Net Loss Per Share
	Three Months Ended December 31,						Nine Months Ended December 31,							Three Months Ended September 30,						Six Months Ended September 30,
	2020			2019			2020			2019				2021			2020			2021			2020
Net loss per share (GAAP)	$	(0.05	)	$	(0.06	)	$	(0.17	)	$	(0.15	)		$	(0.03	)	$	(0.05	)	$	(0.07	)	$	(0.12	)
Adjustments:
Change in fair value of warrant liability	*			*				0.02			(0.02	)		*			*				(0.01	)		0.02
Amortization of employees, directors and consultants stock options		0.01			0.01			0.02			0.04			*				0.01			0.01			0.02
Gain on warrant exchange		—			—			(0.02	)		—				—			—			—			(0.02	)
Adjusted net loss per share (non-GAAP)	$	(0.04	)	$	(0.05	)	$	(0.15	)	$	(0.13	)		$	(0.03	)	$	(0.04	)	$	(0.07	)	$	(0.10	)
* The effect of the change in fair value of the warrant liability was negligible to the adjusted net loss per share.
* The effect of the change was negligible to the adjusted net loss per share.													* The effect of the change was negligible to the adjusted net loss per share.

The Non-GAAP Measures for the three and ~~nine~~six months ended ~~December 31,~~September 30, 2021 and 2020 ~~and 2019~~ provide management with additional insight into the Company’s results of operations from period to period by excluding certain non-operational and non-cash charges, and are calculated using the following adjustments to net loss:

The May 2020 Warrant issued as part of the warrant exchange as described under the subheading “Historical Financings” below was measured at fair value using a Black-Scholes model which takes into account, as of the valuation date, factors including the current exercise price, the remaining contractual term of the warrant, the current price of the underlying stock, its expected volatility and the risk-free interest rate for the term of the warrant.

The warrant liability is revalued at each reporting period or upon exercise. Changes in fair value are recognized in the consolidated statements of operations and are excluded from adjusted net loss and adjusted net loss per share.

Adjusted basic net loss per share is computed by dividing adjusted net loss by the weighted average number of shares of Company common stock outstanding for the period, and adjusted diluted loss per share is computed by also including common stock equivalents outstanding for the period. During the periods presented, the calculation excludes any potential dilutive common shares and any equivalents as they would have been anti-dilutive as the Company incurred losses for the periods then ended.

~~We anticipate requiring additional capital~~On February 8, 2021, the Company closed on a registered direct offering of 40,000,000 shares of its common stock, par value $0.0001 per share, at a purchase price of $2.50 per share. The gross proceeds of the offering were $100 million, prior to ~~further fund~~deducting placement agent’s fees and other offering expenses payable by TYME, which were approximately $6.2 million.

The Company intends to continue to use the net proceeds of this offering for the development of our ~~product candidates, as well as~~clinical and preclinical assets and for general corporate purposes, capital expenditures, working capital and general and administrative expenses. We may also use a portion of the net proceeds to acquire or invest in businesses, products and technologies that are complementary to our own, although we have no current plans, commitments or agreements with respect to any acquisitions. In addition, we may also use the proceeds, and may require additional capital, to engage in potential partnerships or collaborations. The Company’s most significant funding needs are in connection with (i) ~~conducting Part 2 of TYME-88-Panc, our pivotal trial, and~~ participating in Precision Promise, an adaptive randomized Phase II/III trial with registration intent, which ~~examine~~examines our lead compound SM-88 for patients with ~~second-~~second-line pancreatic cancer, and ~~third-line pancreatic cancer,~~closing out our Part 2 of TYME-88 pivotal trial, (ii) participating in anthe investigator-initiated HoPES clinical trial of SM-88 in sarcoma, (iii) participating in OASIS, our recently announced investigator-initiated prospective open-label Phase II trial, evaluating the efficacy and ~~(iii)~~safety of SM-88 with MPS for the treatment of metastatic HR+, HER2- breast cancer after treatment, and (iv) conducting ~~additional or related studies~~preclinical biomarker and ~~investigations, including small-scale preclinical studies related to the mechanism of action~~MOA research of our lead clinical program SM-88 to potentially identify actionable biomarkers of sensitivity and activity to SM-88 in various cancers, identifying potential complementary combination drugs strategies for SM-88, and potentially identify other cancer metabolism targets that could be targeted for treatment, and (v) conducting preclinical and clinical studies in connection with TYME-19, and (vi) conducting preclinical studies related to our Tumor Targeting Technology, and (vii) conducting additional or related studies of other potential drug candidates, including ~~TYME-18 and TYME-19.~~TYME-18. The greater scale of these trials is expected to lead to increased costs, including providing SM-88 for patient use. If we determine to move beyond the preclinical stage for any of our preclinical ~~trials~~product candidates or if we pursue studies in other cancer types, our liquidity requirements will be increased. As discussed in the 2020 10-K and as part of the strategic review process discussed in the “Recent Developments” section above, we continue to evaluate the expansion of our clinical program to hematological, breast, prostate and other cancers.

Primarily as a result of its active clinical trials, including timing of enrollment, as well as other business developments, the Company currently anticipates that its quarterly cash operating expense will average approximately $6.0 to ~~$6.5~~$8.0 million during fiscal year ~~2021.~~2022. Management expects that the Company’s net cash usage or net “cash burn” will be less than its operating costs.

As of ~~December 31, 2020,~~September 30, 2021, the Company had cash on hand of approximately ~~$13.5~~$29.2 million and a working capital of approximately ~~$10.6~~$72.6 million. During the three months ended June 30, 2021, the Company established an investment policy and invested approximately $74.1 million in a portfolio of highly liquid investments and marketable securities. As of September 30, 2021, the Company had marketable securities of $66.7 million and accrued interest of $0.7 million classified in other current assets. The primary objectives of the Company’s policy are to preserve capital and diversify risk, while maintaining sufficient liquidity to meet cash flow needs.

Management has concluded that substantial doubt does not exist regarding the Company’s ability to satisfy its obligations as they come due during the twelve-month period following the issuance of these financial statements. This conclusion is based on the Company’s assessment of qualitative and quantitative conditions and events, considered in aggregate as of the date of issuance of these financial statements that are known and reasonably knowable. Among other relevant conditions and events, including the ongoing COVID-19 pandemic and related government and economic responses, the Company has considered its operational plans, liquidity sources, obligations due or expected, funds necessary to maintain the Company’s operations, and potential adverse conditions or events as of the issuance date of these financial statements.

The Company has historically funded its operations primarily through equity offerings of its common stock. As a clinical-stage entity, without product revenues and ongoing needs to fund our clinical development activities and general operations, we regularly evaluate opportunities to raise capital and obtain necessary, as well as opportunistic financing. To meet our short and long-term liquidity needs, we currently expect to use existing cash balances, marketable securities and a variety of other means, including potential issuances of debt or equity securities in public or private financings, option exercises, and partnerships and/or collaborations. The demand for the equity and debt of biopharmaceutical and biotechnology companies like ours is dependent upon many factors, including the general state of the financial markets. During times of extreme market volatility, capital may not be available on favorable terms, if at all. Our inability to obtain such additional capital could materially and adversely affect our business operations.

While we will continue to seek capital through a number of means, there can be no assurance that additional financing will be available on acceptable terms, if at all, and our negotiating position in capital generating efforts may worsen as existing resources are used.

Additional equity financing, which we expect to raise, may be dilutive to our stockholders; debt financing, if available, may involve significant cash payment obligations and covenants that restrict our ability to operate as a business; and our stock price may not reach levels necessary to induce option exercises. If we are unable to raise the funds necessary to meet our long-term liquidity needs, we may have to delay or discontinue the development of certain or all of our drug candidates or raise funds on terms that we currently consider unfavorable.

From time to time, we may also restructure our outstanding securities or seek to repurchase or redeem them if we

believe doing so would provide us with additional flexibility to raise capital or is otherwise in the best interests of the Company.

On January 7, 2020, the Company and Eagle Pharmaceuticals, Inc. (“Eagle”) entered into ~~a Securities Purchase Agreement~~an SPA (the “Eagle SPA”), pursuant to which the Company issued and sold to Eagle 10,000,000 shares of common stock, at a price of $2.00 per share. The Eagle SPA provides that Eagle will, subject to certain conditions, make an additional payment of $20 million upon the occurrence of a milestone event, which is defined as the earlier of (i) achievement of the primary endpoint of ~~overall survival~~OS in the TYME-88-Panc pivotal trial; (ii) achievement of the primary endpoint of ~~overall survival~~OS in the PanCAN Precision Promise^SM SM-88 registration arm; or (iii) ~~U.S. Food and Drug Administration (“FDA”)~~FDA approval of SM-88 in any cancer indication. This payment would be split into a $10 million milestone cash payment and a $10 million investment in TYME at a 15% premium to the then prevailing market price. Eagle’s shares will be restricted from sale until the earlier of three months following the milestone event or the three-year anniversary of the agreement.

On October 18, 2019, the Company entered into an Open Market Sale Agreement^SM , which was amended on August 12, 2020 (the “Sale Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which the Company may, from time to time, sell shares of Common Stock, having an aggregate offering price of up to $30.0 million through Jefferies, as the Company’s sales agent (the “Jefferies ATM”). As indicated in the amendment, the shares will be offered and sold by the Company pursuant to its currently effective Registration Statement on Form S-3, as amended (Reg. No. 333-245033). Any sales of Common Stock pursuant to the Sales Agreement will be made by methods deemed to be an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. Jefferies will use commercially reasonable efforts to sell the shares from time to time, based on the instructions of the Company. The Company will pay Jefferies a commission rate of three percent (3%) of the gross proceeds from the sales of shares of Common Stock sold pursuant to the Sale Agreement. Under the Sale Agreement, the Company is not required to use the full available amount authorized and it may, by giving notice as specified in the Sale Agreement, terminate the Sale Agreement at any time. During the ~~nine~~six months ended ~~December 31, 2020,~~September 30, 2021, the Company ~~raised approximately $6.1 million in gross~~did not raise any proceeds ~~via the sale of 4,453,939 shares of common stock~~ under the Jefferies ATM. ~~The Company incurred $0.3 million of related costs which partially offset such proceeds.~~ As of ~~December 31, 2020,~~September 30, 2021, there remained approximately $22.2 million of availability in the Jefferies ATM.

Prior to the Jefferies ATM, the Company had a similar facility with Canaccord Genuity Inc. (“Canaccord”) that was closed shortly before the opening of the Jefferies ATM. There was no activity in the Canaccord facility for the three and nine month period ended December 31, 2019.

On April 2, 2019, the Company closed on an underwritten registered offering of 8,000,000 shares of its common stock, par value $0.0001 per share (“Common Stock”), and warrants to purchase up to 8,000,000 shares of its common stock with an exercise price of $2.00 per share (the “April 2019 Warrants”) at a combined purchase price of $1.50 per share of common stock and accompanying warrant. The net proceeds to the Company, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, were approximately $11 million. The proceeds of the offering are being used for continued and new clinical

~~trials, continued development of compounds, and other general corporate purposes. On~~In May 20, 2020, the Company entered into exchange agreements with holders (the “Holders”) of the April 2019 Warrants. The April 2019 Warrants were offered and issued pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-211489), which was declared effective by the SEC on August 16, 2017, a base prospectus dated August 16, 2017 and a prospectus supplement dated March 28, 2019.

~~Pursuant to exchange agreements~~ (the “Share Exchange Agreements”) with the Holders of warrants that were issued in April 2019 (the “April 2019 Warrants”). Pursuant to the Share Exchange Agreements with Holders of the April 2019 Warrants to purchase 5,833,333 shares of Common Stock in the aggregate, the Company issued an aggregate of 2,406,250 shares of Common stock (the “Exchange Shares”) in exchange for such April 2019 Warrants. Concurrently therewith, each such Holder executed and delivered to the Company a leak-out agreement (a “Share Leak-Out Agreement”) that contained trading restrictions with respect to the Exchange Shares, which (i) for the first 90 days, prohibit any sales of Exchange Shares, (ii) for the subsequent 90 days, limit sales of Exchange Shares on any day to 2.5% of that day’s trading volume of Common Stock, and (iii) prohibit new short positions or short sales on Common Stock for the combined 180 day period.

The Company also entered into an exchange agreement (the “Warrant Exchange Agreement”) with another Holder of April 2019 Warrants to purchase 2,166,667 shares of Common Stock in the aggregate. Pursuant to the Warrant Exchange Agreement, the Company issued such Holder a new warrant (the “May 2020 Warrant”) to purchase the same number of shares of Common Stock. The May 2020 Warrant has the same expiration date, April 2, 2024, as the April 2019 Warrants, but has an exercise price of $1.80 and does not include ~~the~~certain price protection, anti-dilution provisions or other restrictions on Company action from the 2019 April Warrants. Concurrently therewith, such Holder executed and delivered to the Company a leak-out agreement that contained trading restrictions on sales of Common Stock issued upon exercise of the May 2020 Warrant that are substantially similar to the restrictions on Exchange Shares in the Share Leak-Out Agreement, provided that the leak-out restrictions will only apply to the first 893,750 shares of Common Stock issued pursuant to the May 2020 Warrant.

Net cash used in or provided by operating, investing and financing activities from continuing operations were as follows:

	Nine Months Ended December 31,							Six Months Ended September 30,
	2020			2019				2021			2020
Net cash (used in) provided by operating activities	$	(18,501,000	)	$	(13,861,000	)	��	$	(10,280,000	)	$	(12,764,000	)
Net cash (used in) provided by investing activities		—			—				(68,027,000	)		—
Net cash (used in) provided by financing activities		5,288,000			11,024,000				6,000			5,463,000

Our cash used in operating activities in the ~~nine~~six months ended ~~December 31, 2020~~September 30, 2021 totaled ~~$18.5~~$10.3 million, which is the sum of (i) our net loss of ~~$21.8~~$11.5 million, adjusted for non-cash items of $1.3 million expense amortization of stock-based compensation and $0.7 million net amortization expense of premiums and discounts on marketable securities, offset by $1.1 million income related to change in fair value of warrant liability and (ii) changes in operating assets and liabilities of $0.3 million.

Our cash used in operating activities in the six months ended September 30, 2020 totaled $12.8 million, which is the sum of (i) our net loss of $15.7 million, adjusted for non-cash expenses of ~~$3.0~~$2.8 million related to change in fair value of warrant liability and ~~$2.7~~$2.0 million expense amortization of stock-based compensation, partially offset by $2.2 million non-cash gain on warrant exchange and (ii) changes in operating assets and liabilities of ~~$0.2 million.~~

Our cash used in operating activities in the nine months ended December 31, 2019 totaled $13.9 million, which is the sum of (i) our net loss of $16.3 million, adjusted for non-cash income of $2.6 million (related to change in fair value of warrant liability) and non-cash expenses totaling $4.7 million (principally amortization of stock-based compensation), and (ii) changes in operating assets and liabilities of $0.3 million.

~~No cash was used in~~During the six months ended September 30, 2021, our investing activities ~~for~~consisted of the ~~nine months ended December 31, 2020~~purchase of $74.5 million of marketable securities and ~~December 31, 2019.~~the receipt of approximately $6.5 million of proceeds from maturities of marketable securities.

During the ~~nine~~six months ended ~~December 31, 2020,~~September 30, 2021, our financing activities consisted of the ~~following:~~

~~During the nine months ended December 31, 2019, our financing consisted of the following:~~

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under SEC rules.

Under the supervision of and with the participation of management, including our principal executive officer and acting principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities and Exchange Act of 1934, as amended, as of ~~December 31, 2020.~~September 30, 2021. Based on such evaluation, our principal executive officer and acting principal financial officer concluded that our disclosure controls and procedures were effective.

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~December 31, 2020,~~September 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are not currently a party to any material legal proceedings and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on us, our business, operating results or financial condition.

Our Annual Report on Form 10-K for the year ended March 31, ~~2020~~2021 includes a detailed discussion of our risk factors. ~~Except as set forth below, at~~At the time of this filing, there have been no material changes to the risk factors that were included in the Form 10-K.

We are currently evaluating the Company’s development strategy and product candidate portfolio, which may result in significant changes and have a material impact on our business, results of operations and financial condition.

In connection with our new CEO recently joining the Company, we are currently undertaking a strategic review of our development strategy and product candidate portfolio. As a result of this review, we may elect to discontinue, delay or modify preclinical or clinical trials of some product candidates or focus on others, and we may implement other operational changes, including to our reliance on internal and external resources. Any decision to make such changes will be based on an evaluation of a number of factors, including our assessment of internal and external resources, the design of or results from our preclinical and clinical trials, the likelihood of approval by the FDA or similar regulatory authorities outside the United States, the potential market for pipeline candidates, the costs and complexities of manufacturing to ensure a safe and sustainable supply of investigational compounds can be delivered to patients, the potential of competing products, the likelihood of any challenges to our intellectual property, regardless of merit, the ongoing and potential effects of the COVID-19 or any future pandemics, and industry and market conditions generally. Any resulting changes could mean a significant change in the costs and timing associated with the development of our product candidates and could therefore materially impact our business, results of operations and financial condition. There can be no assurance that this review process will lead to the completion of any particular course of action.

~~None.~~On November 4, 2021, Paul Sturman notified the Board of Directors of the Company (the “Board”) that he was resigning from our Board, effective immediately. Mr. Sturman’s decision to retire is not the result of any disagreement with the Company. The written correspondence provided by Mr. Sturman is attached hereto as Exhibit 99.1.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	TYME	Nasdaq Capital Market

		Page

Special Note Regarding Forward-Looking Statements		1

General		2

	PART I- FINANCIAL INFORMATION
Item 1.	Financial Statements.	2

	~~Condensed Consolidated Balance Sheets as of December 31, 2020 (unaudited) and March 31, 2020~~.	2

	~~Condensed Consolidated Statements of Operations (unaudited) for the three and nine months ended December 31, 2020 and 2019~~.	3

	Condensed Consolidated Balance Sheets as of September 30, 2021 (unaudited) and March 31, 2021.	3

	Condensed Consolidated Statements of ~~Stockholders’ Equity~~Operations and Comprehensive Loss (unaudited) for the three and ~~nine~~six months ended ~~December 31,~~September 30, 2021 and 2020 ~~and 2019~~.	4

	Condensed Consolidated Statements of ~~Cash Flows~~Stockholders’ Equity (unaudited) for the ~~nine~~three and six months ended ~~December 31,~~September 30, 2021 and 2020 ~~and 2019~~.	5

	Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended September 30, 2021 and 2020.	6

	Notes to Unaudited Condensed Consolidated Financial Statements.	67

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1720

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	2630

Item 4.	Controls and Procedures.	2630

	PART II- OTHER INFORMATION

Item 1.	Legal Proceedings.	2731

Item 1A.	Risk Factors.	2731

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	2731

Item 3.	Defaults Upon Senior Securities.	2731

Item 4.	Mine Safety Disclosures.	2731

Item 5.	Other Information.	2731

Item 6.	Exhibits.	2832

SIGNATURES		2933

	December 31, 2020
Beginning balance, March 31, 2020	$	3,639,000
Change in fair value of April 2019 Warrants liability before May 20, 2020 Warrant Exchange		3,661,000
Less: fair value of April 2019 Warrants as of May 20, 2020		(7,300,000	)
Plus: fair value of May 2020 Warrant as of May 20, 2020		1,677,528
Change in fair value of May 2020 Warrant liability from May 20, 2020 to December 31, 2020		(658,551	)
Ending balance, December 31, 2020	$	1,018,977

	September 30, 2021
	Amortized cost		Gross Unrealized Gains		Gross Unrealized Loss			Fair Value
Money market funds	$	6,726,462	$	—	$	—		$	6,726,462
Corporate debt securities		23,683,402		381		(33,186	)		23,650,597
Municipal debt securities		43,039,326		4,618		(30,370	)		43,013,574
Total	$	73,449,190	$	4,999	$	(63,556	)	$	73,390,633

	Less than 12 months					12 months or Longer					Total
	Fair Value		Net Unrealized Losses			Fair Value		Net Unrealized Losses			Fair Value		Net Unrealized Losses
Money market funds	$	6,726,462	$	—		$	—	$	—		$	6,726,462	$	—
Corporate debt securities		16,267,439		(18,012	)		7,383,158		(14,793	)		23,650,597		(32,805	)
Municipal debt securities		30,027,345		(9,837	)		12,986,229		(15,915	)		43,013,574		(25,752	)
Total	$	53,021,246	$	(27,849	)	$	20,369,387	$	(30,708	)	$	73,390,633	$	(58,557	)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐


AEs	Adverse events	KOLs	Key opinion leaders
ASC	Accounting Standards Codification	LLC	Limited Liability Company
ASU	Accounting Standards Update	MOA	Mechanism of Action
ATM	At-the-Market offering	MPS	Methoxsalen, phenytoin, and sirolimus
CBR	Clinical benefit rate	ORR	Objective response rate
CDK4/6	A gene that makes a protein involved in the cell cycle (the process a cell goes through each time it divides). Mutations (changes) in the CDK4/6 gene may cause cells to divide too quickly or in an uncontrolled way.	OS	Overall survival
CMBTs	Cancer metabolism-based therapies	PanCAN	Pancreatic Cancer Action Network
DOR	Duration of response	PFS	Progression free survival
EPS	Earnings Per Share	PI	Principal Investigator
FASB	Financial Accounting Standards Board	RECIST	Response Evaluation Criteria In Solid Tumors
FDA	Food and Drug Administration	ROU	Right-of-use
GAAP	Generally Accepted Accounting Principles	SAB	Staff Accounting Bulletin
HR+	hormone receptor positive	SEC	U.S. Securities and Exchange Commission
HER2-	Human epidermal growth factor receptor 2 negative	SPA	Securities Purchase Agreement
IP	Intellectual Property

Description	Total		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
			(Level 1)		(Level 2)		(Level 3)
December 31, 2020
Warrant liability	$	1,018,977		—		—	$	1,018,977
March 31, 2020
Warrant liability	$	3,639,000		—		—	$	3,639,000

	September 30, 2021
Beginning balance, March 31, 2021	$	1,931,921
Change in fair value of May 2020 Warrant liability		(1,069,309	)
Ending balance, September 30, 2021	$	862,612

	Warrant Shares of Common Stock			Weighted Average Exercise Price
Outstanding at March 31, 2020		8,937,651		$	2.31
Granted		2,166,667			1.80
Exchanged		(8,000,000	)		2.00
Outstanding at December 31, 2020		3,104,318		$	2.77

Issued	Classification	Warrants Outstanding		Exercise Price		Expiration
December 2015	Equity		446,500	$	5.00	December 2025
February 2016	Equity		461,384	$	5.00	February 2026
July 2016	Equity		29,767	$	5.00	June 2026
May 2020	Liability		2,166,667	$	1.80	April 2024

	Warrant Shares of Common Stock		Weighted Average Exercise Price
Outstanding at March 31, 2021		3,104,318	$	2.77
Granted		—		—
Exchanged		—		—
Outstanding at September 30, 2021		3,104,318	$	2.77

	Number of Options			Weighted Average Exercise Price
Outstanding at March 31, 2020		11,815,982		$	3.43
Granted		5,568,000		$	1.24
Cancelled/Forfeited		(1,927,460	)	$	1.75
Outstanding at December 31, 2020		15,456,522		$	2.85
Options exercisable at December 31, 2020		9,853,275		$	3.70

Exhibit
Number		Description

3.1		Amended and Restated Certificate of Incorporation of Tyme Technologies, Inc. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on September 19, 2014.)

3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Tyme Technologies, Inc., effective April 2, 2018. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on April 2, 2018.)
3.3		Certificate of Designation of Series A Convertible Stock, dated January 7, 2020. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on January 8, 2020.)
3.4		Amended and Restated By-Laws of Tyme Technologies, Inc., effective ~~April 2, 2018.~~August 24, 2021. (Incorporated by reference to Exhibit ~~3.2~~3.1 to our Current Report on Form 8-K, filed with the SEC on ~~April 2, 2018.~~August 26, 2021.)
~~10.1~~ ^*3.5		~~Letter Agreement, dated November 24, 2020,~~Amended and Restated 2016 Stock Option Plan for Non-Employee Directors of the Registrant, incorporated by ~~and between Richard Cunningham and Tyme Technologies, Inc.~~^***reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on August 26, 2021.
~~10.2~~ 31.1 ^*		~~Letter Agreement, dated November 24, 2020, by and between Steve Hoffman and Tyme Technologies, Inc.~~^***

~~31.1~~ ^*		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer.

31.2 ^*		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer.

32.1 ^**		Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.

99.1 ^*		Resignation Letter of Paul Sturman, dated November 4, 2021.

101.INS^*		Inline XBRL Instance ~~Document.~~Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH^*		Inline XBRL Taxonomy Schema Document.

101.CAL^*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF^*		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB^*		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE^*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File, formatted in Inline XBRL (contained in Exhibit 101.INS)

TYME TECHNOLOGIES, INC.

By:		/s/ Richard Cunningham
		Richard Cunningham
		Chief Executive Officer (Principal Executive Officer)