OHR PHARMACEUTICAL INC – 10-Q – Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain statements contained in this report, including, without limitation, statements containing the words "believes," "anticipates," "expects," "intends," and words of similar import, constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations and releases, regarding the Company's financial and business prospects. These forward-looking statements are qualified in their entirety by these cautionary statements, which are being made pursuant to the provisions of such Act and with the intention of obtaining the benefits of the "safe harbor" provisions of such Act. The Company cautions investors that any forward-looking statements it makes are not guarantees of future performance and that actual results may differ materially from those in the forward-looking statements. We assume no obligation to update any forward-looking statements contained in this report, whether as a result of new information, future events or otherwise. Any investment in our common stock involves a high degree of risk. For a general discussion of some of these risks in greater detail, see our "Risk Factors" in the Company's Annual Report on Form 10-K (the " Form 10-K ") for the fiscal year ended September 30, 2012, as filed with the Securities and Exchange Commission on January 9, 2012.

 History and Recent Events  General and Historical  Summary 

Ohr Pharmaceutical, Inc. ("we", "Ohr", the "Company" or the "Registrant") is a Delaware corporation that was organized on August 4, 2009, as successor to BBM Holdings, Inc. (formerly Prime Resource, Inc., which was organized March 29, 2002) pursuant to a reincorporation merger.

The Company is a biotechnology company focused on the development of the Company's previously acquired compounds with a focus on the clinical development of our two later stage lead products, OHR/AVR118 for the treatment of cancer cachexia (multi-symptom wasting disorder), and Squalamine for the treatment of the wet form of age-related macular degeneration ("AMD") using an eye drop formulation. We acquired OHR/AVR118 in a secured party sale and Squalamine from the Genaera Liquidating Trust as part of the Company's strategy to acquire undervalued biotechnology companies and assets.

On March 19, 2009, the Company acquired in a secured party sale all the patents, related intellectual property, clinical data and other assets related to AVR118 (also known now as OHR/AVR118). OHR/AVR118 is in an ongoing Phase II trial for the treatment of cachexia. The Company acquired OHR/AVR118 and related assets in a secured party sale with $100,000 in cash and $500,000 principal amount of 11% convertible secured non-recourse debenture due June 20, 2011 convertible into common stock at $0.40 per share (the "Convertible Debenture"). The Convertible Debenture was repaid on December 29, 2010 and all security interests were released. The cash portion of the purchase price was financed by short-term loans from an affiliate of Orin Hirschman and another current shareholder, which were repaid June 3, 2009.

On August 19, 2009, the Company completed the acquisition of Squalamine, Trodusquemine and related compounds from Genaera Liquidating Trust. The Company paid $200,000 in cash for the compounds.

On April 12, 2010, Dr. Irach Taraporewala was hired as the Company's full-time CEO and Sam Backenroth was hired as the Company's Vice President of Business Development and CFO.

The Company is currently engaged in the clinical testing of the Squalamine eye drop program for the treatment of wet-AMD and OHR/AVR118 for cancer cachexia.

Historical

Prior Business - The Company was originally formed under the name Prime Resource, Inc., a Utah corporation. After disposing of its prior insurance business, on March 30, 2007, the Company merged with Broadband Maritime Inc., a broadband maritime service supplier. No goodwill was recognized in the merger since Broadband Maritime was treated as the acquirer for accounting purposes and the Company was a "shell company." On June 5, 2007, after cancellations of key contracts, the Company announced that it had ceased broadband maritime operations and reduced employment to a small residual force. Accordingly, the Company ceased broadband maritime operations effective September 30, 2007 and was reclassified as a development stage enterprise, from the date of cessation forward.

On August 4, 2009 the Company merged with and into Ohr Pharmaceutical, Inc., a Delaware corporation ("Ohr"). Under the terms of the merger agreement Ohr became the surviving corporation in the merger. Each outstanding share of pre-merger Company common stock and preferred stock was converted into one share of Ohr common stock. Additionally, all outstanding pre-merger Company options and warrants were assumed and converted into equivalent Ohr warrants or options and maintained substantially identical terms. Finally, each outstanding share of Ohr stock owned by the Company pre-merger immediately prior to the effective date of the merger ceased to be outstanding and was cancelled and retired.

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Acquisition of Pharmaceutical Business

On March 19, 2009, the Company acquired in a secured party sale all the patents, related intellectual property, clinical data and other assets related to AVR118 (renamed OHR/AVR118). OHR/AVR118 is in an ongoing Phase II trial for the treatment of cachexia. The Company acquired the assets in the secured party sale with $100,000 in cash and by issuing a $500,000 principal amount 11% convertible secured non-recourse debenture due June 20, 2011, convertible at $0.40 per share (the "Convertible Debenture"). The Convertible Debenture was secured by the acquired assets. The cash portion of the purchase price was financed by short-term loans from an affiliate of Orin Hirschman, a director of the Company, and another current shareholder. The Convertible Debenture was paid in full on December 29, 2010 and all security interests were released.

On August 19, 2009, the Company completed the acquisition of Squalamine, Trodusquemine and related compounds from Genaera Liquidating Trust. The Company paid $200,000 in cash for the compounds.

On April 12, 2010 the Company hired Dr. Irach Taraporewala as CEO and Sam Backenroth as Vice President of Business Development and Interim CFO. In connection with the new hires, Andrew Limpert resigned as an officer of the Company.

In December 2010, the Company opened a new clinical site for its ongoing Phase II clinical trial to investigate the efficacy of OHR/AVR118 for the treatment of cancer cachexia at the Ottawa Hospital Cancer Centre.

In June 2011, the Company commenced the Squalamine eye drop program for the treatment of the wet AMD. Animal safety and biodistribution data generated using the eye drop formulation of Squalamine were reported in July 2011, with further data being presented at the Association for Research in Vision and Ophthalmology (ARVO) and Macula Society meetings in May and June 2012, respectively.

On September 24, 2012, the Company announced the initiation of a multi center, randomized, placebo controlled Phase II trial to evaluate the efficacy and safety of Squalamine eye drops for the treatment of the wet form of age-related macular degeneration.

Until the Company is able to generate significant revenue from its principal operations, it will remain classified as a development stage company. The Company can give no assurance that it will be successful in such efforts or that its limited operating funds will be adequate to continue the Company as a public company, nor is there any assurance of any additional funding being available to the Company.

  Product Pipeline  Squalamine  

Squalamine is a small molecule anti-angiogenic drug with a novel intracellular mechanism of action. The drug acts against the development of aberrant neovascularization by inhibiting multiple protein growth factors of angiogenesis, including vascular endothelial growth factor ("VEGF"), platelet-derived growth factor ("PDGF") and basic fibroblast growth factor growth factor ("bFGF"). Recent clinical evidence has shown PDGF to be an additional target for the treatment of Wet Age-related Macular Degeneration ("Wet-AMD"). Using an intravenous formulation in over 250 patients in Phase I and Phase II trials for the treatment of Wet-AMD, the trials demonstrated that the molecule had biological effect and maintained and improved visual acuity outcomes, with both early and advanced lesions responding.

Ohr reformulated Squalamine for ophthalmic indications from an intravenous infusion ("IV") to a topical eye drop. Preclinical testing has demonstrated that the eye drop formulation is both safe to ocular tissues and achieves in excess of target anti-angiogenic concentrations in the tissues of the back of the eye. The topical formulation is designed for enhanced uptake to the back of the eye and decreased potential for side effects. The Company plans on advancing its clinical wet-AMD program with this topical formulation. In May 2012, the U.S. Food and Drug Administration ("FDA") awarded Fast Track Designation to the Squalamine eye drop program for the potential treatment of wet-AMD.

Squalamine eye drops are designed for self-administration which may provide several potential advantages over the FDA approved current standards of care (Roche/Genetech's Lucentis® and Regeneron's Eylea® Intravitreal Injections).

    · Eye drops versus standard of care which is an intravitreal injection      directly into the eye every 4-8 weeks on a chronic basis                                           13

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  ·      Reduction or elimination of intravitreal injections has the potential to        provide patients with improved safety by reducing or eliminating side        effects associated with the intravitreal injection procedure    ·      Inhibition of multiple growth factors may achieve superior visual acuity        outcomes. Clinical evidence has demonstrated that inhibiting VEGF and        PDGF together may provide patients with better visual acuity outcomes        than anti-VEGF therapy alone    ·      Cost advantage of manufacturing a small molecule when compared to large        molecule proteins and antibodies   

In Phase II clinical trials using the intravenous formulation of Squalamine, stabilization or improvement in visual activity was observed in the vast majority of patients, with both early and advanced lesions responding and few drug-related ocular or systemic effects observed. In a number of patients whose wet-AMD had progressed to an advanced stage, the administration of Squalamine produced beneficial effects and significant improvement in best corrected visual acuity. As opposed to the approved current standard of care therapy, Squalamine does not require direct injection into the eye.

The Company conducted preclinical testing on the novel topical formulation with the following results:

      ?  Ocular Tolerance and Toxicity: In a dose escalation safety study         involving daily eye drop treatment in Dutch belted rabbits over a 28 day         period, the formulation proved safe, and exhibited no signs of ocular         toxicity or changes in intraocular pressure. Importantly, no macroscopic         or histopathological changes to the ocular tissues were noted.       ?  Single Dose Biodistribution study: A single eye drop was administered to         the front of the eye in Dutch belted rabbits. At all evaluated         timepoints, drug concentrations in the posterior sclera-choroid region         behind the retina at the back of the eye exceeded the tissue         concentrations of Squalamine that are known to block the choroidal         neovascularization process in Wet-AMD.       ?  Multi Dose Biodistribution Study: Squalamine eye drops were administered         once or twice daily in both eyes for up to 14 days in Dutch belted         rabbits. The eyes were examined one full dosing interval (12 hours when         given twice daily, 24 hours when given once daily) after the last         administration of Squalamine eye drops to determine concentrations of         Squalamine in the posterior ocular tissues ("Trough" level). At all time         point and dosing regimens, Trough Squalamine concentrations exceeded         tissue concentrations of Squalamine that are known to block the choroidal         neovascularization process in Wet-AMD.       ?  Long Term Ocular Tolerance and Toxicity: In a 26-week safety and toxicity         study in male and female Dutch belted rabbits, Squalamine or placebo eye         drops were administered via topical instillation twice a day in both         eyes. Ophthalmoscopic examinations were conducted throughout the study         period to assess ocular toxicity (irritation, redness, swelling,         discharge). Blood and urine samples for clinical pathology evaluations         were collected, and blood samples for determination of the plasma         concentrations of squalamine eye drops and toxicokinetic evaluations were         collected from all animals at designated time points. At study         termination, necropsy examinations were performed, and organs and optical         tissues were microscopically examined.          No adverse effects of treatment were observed in any of the parameters         evaluated including clinical findings, body weights, food consumption,         ocular irritation, hematology, coagulation, clinical chemistry,         urinalysis and macroscopic pathology examinations. Importantly,         ophthalmoscopic examinations indicated no signs of clouding of the lens,         no corneal opacities or deposits, and no increase in intraocular         pressure. In addition, microscopic histopathology evaluations on ocular         tissues were normal. Squalamine also did not build up in plasma over long         term administration, indicating reduced potential for systemic side         effects.   

The Company presented preclinical data at the Association for Research and Vision in Opthalmology conference in May 2012, and at the Macula Society meeting in June 2012.

We commenced a clinical study, named OHR-002, at the end of September 2012. Study OHR-002 is a randomized, double blind, placebo controlled Phase II study to evaluate the efficacy and safety of Squalamine Eye Drops for the treatment of wet-AMD. The study will enroll 120 treatment naïve wet-AMD patients at twenty two clinical sites in the U.S., who will be treated with Squalamine Eye Drops or placebo eye drops twice daily for a nine month period. The primary and secondary endpoints include visual acuity parameters, need for rescue intravitreal injections, and safety. The protocol includes an interim analysis upon the completion of the treatment period in 50% of the patients (approximately 60). We expect to complete enrollment of the study in 2013 and release interim data in the fourth quarter of 2013.

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Additionally, Squalamine has shown promise in the treatment of solid tumors such as ovarian cancer using the intravenous formulation in significantly higher doses than the eye drop formulation. In a Phase IIa study, patients with stage III and IV refractory and resistant ovarian cancer received Squalamine in conjunction with carboplatin, with approximately two thirds of the patients achieving a complete response, partial response or stable disease. Squalamine has been awarded Orphan Drug Status by the FDA for the treatment of late stage resistant or refractory ovarian cancer. We expect to publish or present survival data on the completed phase IIa study in 2013 at a scientific conference or appropriate forum. Because of funding constraints, Ohr is seeking a development partner to further advance development of this indication; however we currently do not have plans to enter into such a transaction and there is no assurance that the Company will complete such a transaction.

OHR/AVR118

OHR/AVR118 is a novel immunomodulator with a singular chemical structure that is terminally sterilized and endotoxin-free. The compound is composed of two small peptides, Peptide A, which is 31 amino acids long, and Peptide B, that is 21 amino acids long. Peptide B is unique in that the dinucleotide, diadenosine, is covalently attached to serine at position 18 through a phosphodiester bond. OHR/AVR118 is stable at room temperature and has a favorable safety profile both in animal toxicity studies and in human clinical trials.

Ohr is currently conducting a Phase II clinical trial of OHR/AVR 118 for the treatment of cancer cachexia at a leading cancer center in Canada. Cancer cachexia is a severe wasting disorder characterized by weight loss, muscle atrophy, fatigue, weakness, and significant loss of appetite. This disorder is often seen in late stage cancer patients. OHR/AVR118 has also anecdotally shown to have chemoprotective effects, thus potentially allowing patients to better tolerate chemotherapy and radiation as well as more intensive treatment regimens with ordinary toxic chemotherapeutic agents, while maintaining body weight and avoiding other side effects. There is currently no FDA approved drug for the treatment of cancer cachexia. The Company presented interim data on this current trial at the annual conference of the Society of Cachexia and Wasting Disorders in Barcelona, Spain in December 2009. In December 2010, the Company opened a new clinical site for the ongoing Phase II trial in cancer cachexia at the Ottawa Hospital Cancer Centre and enrolled the first three patients at the new site. Enrollment in the trial has been completed and we expect to report data in the first calendar quarter of 2013.

Ohr also owns various other compounds in earlier stages of development, including the PTP1b inhibitor, trodusquemine, and related analogs, which it is conducting preclinical research on with an academic laboratory, and will seek to develop further through a strategic partnership, joint venture, or on a sponsored basis; however we currently do not have plans to enter into such a transaction and there is no assurance that the Company will complete such a transaction.

Liquidity and Sources of Capital

The Company has limited working capital reserves with which to continue development of its pharmaceutical products and continuing operations. The Company is reliant, at present, upon its capital reserves for ongoing operations and has no revenues.

Not including the non-cash stock warrant derivative liability of $2,171,819 and $768,696, net working capital reserves decreased from the fiscal year-ended 2012 to the period ended December 31, 2012 by $460,906 (from net working capital of $2,528,156 to net working capital of $2,067,250) primarily due to the increase in the cash paid for trial and storage fees. At present, the Company has no bank line of credit or other fixed source of positive net working capital reserves. Should it need additional capitalization in the future, it will be primarily reliant upon private or public placement of its equities for which there can be no warranty or assurance that the Company may be successful in such efforts. The Company raised $2,914,451 through the exercise of warrants in June 2012, and management believes the Company has sufficient capital to meet its planned operating needs through November 2013.

 Significant Subsequent Events  None  Results of Operations 

Three Months Ended December 31, 2012

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Three months ended December 31, 2012 ("2012") compared to the three months ended December 31, 2011 ("2011"). Results of operations for the three months ended December 31, 2012 reflect the following changes from the prior period.

                                           2012             2011           Change Operating Expenses General and administrative                  70,190          32,911           37,279 Professional fees                           47,031          64,558          (17,527 ) Research and development                   578,513         336,155          242,358 Salaries and wages                         119,017          63,559           55,458 Total Operating Expenses                   814,751         497,183          317,568  Operating Income (Loss)                   (814,751 )      (497,183 )       (317,568 )  Gain (Loss) on derivative liability     (1,403,123 )       826,902       (2,230,025 ) Other income and expenses                     (478 )        21,018          (21,496 ) Income (loss) from operations           (2,218,352 )       350,737       (2,569,089 ) Discontinued operations                          -               -                - Net Income (Loss)                     $ (2,218,352 )    $  350,737     $ (2,569,089 )   

The Company had no net revenues from continuing operations in the three months ended December 31, 2012. The Company's products are in the development stage. Accordingly, the Company also had no cost of revenue from continuing operations in the three months ended December 31, 2012.

General and administrative expenses from continuing operations increased from $32,911 in 2011 to $70,190 in 2012. The increase in and general and administrative expenses during 2012 is primarily due to increased activity relating to its recent clinical trials. Professional fees decreased from $64,558 in 2011 to $47,031 in 2012. The decrease in professional fees during 2012 is primarily due to fewer expenses related to investor relations. Salaries and wages increased from 2011 to 2012. The Company expects salaries and wages, professional fees, and general and administrative expenses to continue to increase in future periods as development of its products continues.

The Company incurred $578,513 in research and development expenses in 2012 compared to $336,155 in 2011. The increase is a result of the commencement of the clinical trial in wet-AMD and continuation of the animal studies and lab tests which began part way through 2011 as well as maintenance and development of the products that it acquired in 2009. The Company expects research and development expenses to continue to rise as development of its products continue.

The Company issued certain securities to investors at various times that qualify for derivative accounting which requires that the value of these warrants be recorded as a liability instead of within permanent equity. These derivatives are then marked to their fair value at the end of each reporting period with changes being recorded in earnings. As the Company's stock price increased during 2012 the value of these derivatives have increased, resulting in an increase in the liability and a non-cash loss on derivative liability of $1,403,123 for 2012 compared to a gain of $826,902 in the comparable period in 2011.

For the three months ended December 31, 2012, the Company recognized net loss of $2,218,352, reflecting the non-cash loss on derivative liabilities of $1,403,123 in other income, compared to income of $350,737 for the same period in 2011, reflecting the non-cash gain on derivative liabilities of $826,902. Excluding the non-cash gain or loss on derivative liability as well as the non-cash expense associated with the issuance of stock and warrants to employees and consultants, the Company's net loss for 2012 would have been $594,768 and $405,618 for 2011. Until the Company is able to generate revenues, management expects to continue to incur such net losses.