UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~ September 30, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 001-38120

XYNOMIC PHARMACEUTICALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		83-4696467
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Suite 3306, K. Wah Centre, 1010 Middle Huaihai Road, Shanghai, China		200031
(Address of principal executive offices)		(Zip Code)

Suite 3306, K. Wah Centre, 1010 Middle Huaihai Road, Shanghai, China		200031
(Address of principal executive offices)		(Zip Code)

+86 21 54180212

(Registrant’s telephone number, including area code)

Bison Capital Acquisition Corp.

(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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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, a 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.

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

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 ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A

As of ~~August~~November 8, 2019, 46,273,846 shares of common stock, par value $0.0001 per share, were issued and outstanding.

TABLE OF CONTENTS

Part I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2119
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3431
Item 4.	Controls and Procedures	3431
Part II – OTHER INFORMATION
Item 1.	Legal Proceedings	3532
Item 1A.	Risk Factors	3532
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3532
Item 3.	Defaults Upon Senior Securities	3532
Item 4.	Mine Safety Disclosures	3532
Item 5.	Other Information	3532
Item 6.	Exhibits	3633
SIGNATURES		3734

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s registration statement on Form S-1 (file No. 333-232598, as amended, the “Registration Statement”) initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 11, 2019. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

XYNOMIC PHARMACEUTICALS HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In U.S. dollars, except share data)

	December 31,			~~June~~September 30,
	2018			2019
				(Unaudited)
ASSETS
Current assets:
Cash	$	4,746,370		$	127,~~191,944~~232
Prepaid expenses		277,750			~~155~~205,~~805~~639
Total current assets		5,024,120			1232,~~347,749~~871
Property and equipment, net		280,730			~~444~~276,~~796~~515
Intangible assets, net		1,937			1,~~450~~204
Other non-current assets		155,176			~~219~~228,~~565~~207
TOTAL ASSETS	$	5,461,963		$	2738,~~013,560~~797
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Bank overdraft	$	4,954		$	29,~~035~~742
Accrued expenses and other current liabilities		14,407,261			1619,~~089~~595,~~078~~424
Promissory note – related party		-			404,900
Amount due to shareholders		3,233,728			~~552~~580,~~873~~819
Total current liabilities		17,645,943			1720,~~048~~590,~~886~~885
Total liabilities		17,645,943			1720,~~048~~590,~~886~~885
Commitments and Contingencies
Mezzanine equity:
Angel Preferred Shares (par value US$0.0001 per share as of December 31, 2018; 23,435,379 and 0 shares authorized, issued and outstanding as of December 31, 2018 and June 30, 2019, respectively. Redemption value of US$580,256 as of December 31, 2018; Liquidation value of US$811,332 as of December 31, 2018)		580,256			-
Angel Preferred Shares (par value US$0.0001 per share as of December 31, 2018; 23,435,379 and 0 shares authorized, issued and outstanding as of December 31, 2018 and September 30, 2019, respectively. Redemption value of US$580,256 as of December 31, 2018; Liquidation value of US$811,332 as of December 31, 2018)		580,256			-
Series A-1 Preferred Shares (par value US$0.0001 per share as of December 31, 2018; 12,147,500 and 0 shares authorized, issued and outstanding as of December 31, 2018 and June 30, 2019, respectively. Redemption value of US$4,905,780 as of December 31, 2018; Liquidation value of US$6,964,223 as of December 31, 2018)		4,905,780			-
Series A-1 Preferred Shares (par value US$0.0001 per share as of December 31, 2018; 12,147,500 and 0 shares authorized, issued and outstanding as of December 31, 2018 and September 30, 2019, respectively. Redemption value of US$4,905,780 as of December 31, 2018; Liquidation value of US$6,964,223 as of December 31, 2018)		4,905,780			-
Series B Preferred Shares (par value US$0.0001 per share as of December 31, 2018; 5,281,101 and 0 shares authorized, 5,281,101 and 0 shares issued and outstanding as of December 31, 2018 and June 30, 2019, respectively. Redemption value of US$2,424,712 as of December 31, 2018; Liquidation value of US$24,335,989 as of December 31, 2018)		2,424,712			-
Series B Preferred Shares (par value US$0.0001 per share as of December 31, 2018; 5,281,101 and 0 shares authorized, 5,281,101 and 0 shares issued and outstanding as of December 31, 2018 and September 30, 2019, respectively. Redemption value of US$2,424,712 as of December 31, 2018; Liquidation value of US$24,335,989 as of December 31, 2018)		2,424,712			-
Total mezzanine equity		7,910,748			-
Shareholders’ deficit:
Preferred Stock (par value US$0.0001 per share as of December 31, 2018 and June 30, 2019; 50,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2018 and June 30, 2019		-			-
Preferred Stock (par value US$0.0001 per share as of December 31, 2018 and September 30, 2019; 50,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2018 and September 30, 2019		-			-
Common stock (par value US$0.0001 per share as of December 31, 2018 and June 30, 2019; 200,000,000 shares authorized, 6,706,068 and 46,273,846 shares issued and outstanding as of December 31, 2018 and June 30, 2019, respectively)		817			4,627
Common stock (par value US$0.0001 per share as of December 31, 2018 and September 30, 2019; 200,000,000 shares authorized, 8,165,377 and 46,273,846 shares issued and outstanding as of December 31, 2018 and September 30, 2019, respectively)		817			4,627
Additional paid-in capital		14,169,060			36,~~401~~569,~~911~~663
Accumulated other comprehensive income		58,564			7770,~~613~~248
Accumulated deficit		(34,323,169	)		(5156,~~519~~496,~~477~~626	)
Total shareholders’ deficit		(20,094,728	)		(1519,~~035~~852,~~326~~088	)
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT	$	5,461,963		$	2738,~~013,560~~797

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

XYNOMIC PHARMACEUTICALS HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED statements of COMPREHENSIVE lOSS

(In U.S. dollars, except share data)

	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
	2018			2019			2018			2019
Operating expenses:
Research and development	$	31,~~873~~682,~~804~~358		$	13,~~567~~831,~~799~~540		$	46,~~340~~022,~~206~~564		$	610,~~892~~723,~~109~~649
General and administrative		~~745~~608,~~286~~264			1,~~443~~128,~~731~~117			~~848~~1,~~761~~457,025			1011,~~222~~351,~~980~~097
General and administrative to related parties		97120,~~638~~125			~~22,500~~-			~~146~~266,~~691~~816			48,408
Total operating expenses		42,~~716~~410,~~728~~747			34,~~034~~959,~~030~~657			57,~~335~~746,~~658~~405			1722,~~163~~123,~~497~~154
Loss from operations		(42,~~716~~410,~~728~~747	)		(34,~~034~~959,~~030~~657	)		(57,~~335~~746,~~658~~405	)		(1722,~~163~~123,~~497~~154	)
Other income/(expenses)
Investment income		8,~~178~~635			-			816,~~178~~813			-
Interest income		896			-39			8995			-39
Interest expenses to a related party		-(9,767	)		(17,~~723~~531	)		-(9,767	)		(3250,~~811~~342	)
Loss from operations before income tax benefit		(4,708,461	)		(3,051,753	)		(5,327,391	)		(17,196,308	)
Net loss		(2,411,873	)		(4,977,149	)		(7,739,264	)		(22,173,457	)
Income tax		-			-			-			-
Accretion to preferred share redemption value		(899,808	)		-			(1,097,416	)		(1,697,978	)
Net loss		(4,708,461	)		(3,051,753	)		(5,327,391	)		(17,196,308	)
Net loss attributable to ordinary shareholders		(3,311,681	)		(4,977,149	)		(8,836,680	)		(23,871,435	)
Accretion to preferred share redemption value		(100,292	)		-			(197,608	)		(1,697,978	)
Other comprehensive income/(loss):
Net loss attributable to ordinary shareholders		(4,808,753	)		(3,051,753	)		(5,524,999	)		(18,894,286	)
Foreign currency translation adjustment, net of nil income taxes		42,687			(7,365	)		42,687			11,684
Other comprehensive income:
Unrealized gain on available for sale securities, net of nil income taxes		16,813			-			16,813			-
Foreign currency translation adjustment, net of nil income taxes		-			56,040			-			19,049
Less: reclassification adjustment for gain on available for sale securities realized in net income, net of nil income taxes		(16,813	)		-			(16,813	)		-
Total other comprehensive income		-			56,040			-			19,049
Total other comprehensive income/(loss)		42,687			(7,365	)		42,687			11,684
Comprehensive loss attributable to ordinary shareholders	$	(43,~~808~~268,~~753~~994	)	$	(24,~~995~~984,~~713~~514	)	$	(58,~~524~~793,~~999~~993	)	$	(1823,~~875~~859,~~237~~751	)
Weighted average ordinary shares outstanding – basic and diluted		(42,860,772	)		(4446,~~623~~273,~~568~~846	)		(42,860,772	)		(4344,~~747~~598,~~040~~564	)
Loss per share - basic and diluted	$	(0.1108	)	$	(0.0711	)	$	(0.1321	)	$	(0.4354	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

XYNOMIC PHARMACEUTICALS HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED CHANGES IN SHAREHOLDERS’ DEFICIT

(In U.S. dollars)

	Ordinary				Additional paid-in			Accumulated other comprehensive			Accumulated			Total Shareholders’
	Shares		Amount		capital			income			deficit			Deficit
Balance as of December 31, 2018		8,165,377	$	817	$	14,169,060		$	58,564		$	(34,323,169	)	$	(20,094,728	)
Redeemable convertible preferred shares redemption value accretion		-		-		(1,697,978	)		-			-			(1,697,978	)
Net loss		-		-		-			-			(14,144,555	)		(14,144,555	)
Foreign currency translation adjustment, net of nil income taxes		-		-		-			(36,991	)		-			(36,991	)
Share-based compensation		-		-		7,683,282			-			-			7,683,282
Balance as of March 31, 2019		8,165,377		817		20,154,364			21,573			(48,467,724	)		(28,290,970	)
Issuance of backstop common shares		755,873		76		7,672,035			-			-			7,672,111
Conversion of promissory notes and Rights to common shares		55,000		5		499,995			-			-			500,000
Conversion of Rights to common shares		646,955		64		(64	)		-			-			-
Conversion of Preferred Shares to common shares		34,695,395		3,469		9,605,257			-			-			9,608,726
Combination with Xynomic Pharmaceuticals, Inc.		1,955,246		196		(1,499,359	)		-			-			(1,499,163	)
Foreign currency translation adjustment, net of nil income taxes		-		-		-			5619,~~040~~049			-			5619,~~040~~049
Net loss		-		-		-			-			(317,~~051~~196,~~753~~308	)		(317,~~051~~196,~~753~~308	)
Share-based compensation		-		-		~~(30~~7,~~317~~652,965	)		-			-			~~(30~~7,~~317~~652,965	)
Balance as of June 30, 2019		46,273,846	$	4,627	$	36,401,911		$	77,613		$	(51,519,477	)	$	(15,035,326	)
Share-based compensation		-		-		167,752			-			-			167,752
Foreign currency translation adjustment, net of nil income taxes		-		-		-			(7,365	)		-			(7,365	)
Net loss		-		-		-			-			(4,977,149	)		(4,977,149	)
Balance as of September 30, 2019		46,273,846	$	4,627	$	36,569,663		$	70,248			(56,496,626	)		(19,852,088	)

	Ordinary				Additional paid-in			Accumulated other comprehensive			Accumulated			Total Shareholders’
	Shares		Amount		capital			income/(loss)			deficit			(deficit)/equity
Balance as of December 31, 2017		8,165,377	$	817	$	145		$	-		$	(5,735,545	)	$	(5,734,583	)
Redeemable convertible preferred shares redemption value accretion		-		-		(197,608	)		-			-			(197,608	)
Net loss		-		-		-			-			(5,327,391	)		(5,327,391	)
Unrealized holding gains on available-for-sale security, net of nil income taxes		-		-		-			8,178			-			8,178
Reclassification adjustment for gains on available-for-sale securities realized in net income, net of nil income taxes		-		-		-			(8,178	)					(8,178	)
Balance as of June 30, 2018		8,165,377		817		(197,463	)		-			(11,062,936	)		(11,259,582	)

Beneficial conversion feature of Series B Preferred Shares		-		-		17,000,000			-			-			17,000,000
Redeemable convertible preferred shares redemption value accretion		-		-		(899,808	)		-			-			(899,808	)
Net loss		-		-		-			-			(2,411,873	)		(2,411,873	)
Foreign currency translation adjustment, net of nil income taxes		-		-		-			42,687			-			42,687
Unrealized holding gains on available-for-sale security, net of nil income taxes		-		-		-			8,635			-			8,635
Reclassification adjustment for gains on available-for-sale securities realized in net income, net of nil income taxes		-		-		-			(8,635	)		-			(8,635	)
Balance as of September 30, 2018		8,165,377	$	817	$	15,902,729		$	42,687		$	(13,474,809	)	$	2,471,424

~~XYNOMIC~~The accompanying notes are an integral ~~PHARMACEUTICALS~~part ~~HOLDINGS,~~of ~~INC~~these unaudited condensed consolidated financial statements.

~~UNAUDITED CONDENSED CONSOLIDATED statements of cash flows~~3

~~(In~~XYNOMIC ~~U.S.~~PHARMACEUTICALS ~~dollars)~~HOLDINGS, INC.

	Six Months Ended June 30,
	2018			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,327,391)		$	(17,196,308)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation		-			7,652,965
Investment income		(8,178	)		-
Amortization		203			491
Depreciation		-			54,593
Changes in operating assets and liabilities:
Prepaid expenses		(349,272	)		119,758
Prepaid expenses to a shareholder		93,968			-
Other non-current assets		-			(64,827	)
Accrued expenses and other payables		2,583,442			1,500,041
Amount due to shareholders		-			(48,797	)
Net cash used in operating activities		(3,007,228	)		(7,982,084	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of short-term investments		(4,447,904	)		-
Sale of short-term investments		2,807,199			-
Purchase of property and equipment		-			(52,340	)
Cash withdrawn from Trust Account		-			63,310,884
Net cash (used in)/provided by investing activities		(1,640,705	)		63,258,544
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft		(33,128	)		(2,919	)
Proceeds from advance from a Series B shareholder		1,425,959			-
Repayment of advance from a Series B shareholder		-			(746,811	)
Proceeds from issuance of convertible notes		2,500,000			-
Proceeds from promissory note – related party		-			444,900
Proceeds from short-term loan		906,810			-
Proceeds from issuance of backstop ordinary shares		-			4,971,358
Redemption of ordinary shares		-			(64,070,650	)
Advance from a shareholder		536,905			543,296
Net cash provided by/(used in) financing activities		5,336,546			(58,860,826	)
Effect of foreign exchange rate changes on cash		-			29,940
NET INCREASE/(DECREASE) IN CASH		688,613			(3,554,425	)
CASH, BEGINNING OF THE PERIOD		100,344			4,746,370
CASH, END OF THE PERIOD	$	788,957		$	1,191,944
SUPPLEMENTAL INFORMATION
Interest paid	$	-		$	-
Income tax paid		-			-
Acquisition of property and equipment included in accrued expenses and other liabilities	$	-		$	133,061

UNAUDITED CONDENSED CONSOLIDATED statements of cash flows

~~The~~(In ~~accompany notes are an integral part of these unaudited condensed consolidated financial statements~~U.S. dollars)

	Nine Months Ended September 30,
	2018			2019

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(7,739,264	)	$	(22,173,457	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation		-			7,820,717
Investment income		(16,813	)		-
Amortization		306			731
Depreciation		111			74,032
Changes in operating assets and liabilities:
Prepaid expenses		(388,523	)		60,211
Prepaid expenses to a shareholder		116,244			-
Other non-current assets		-			(78,232	)
Accrued expenses and other payables		1,318,710			5,160,728
Amount due to shareholders		44,567			(31,267	)
Net cash used in operating activities		(6,664,662	)		(9,166,537	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of short-term investments		(4,447,904	)		-
Sale of short-term investments		4,496,052			-
Purchase of property and equipment		(2,443	)		(33,765	)
Prepayments of other non-current assets		(87,550	)		-
Cash withdrawn from Trust Account		-			63,310,884
Net cash (used in)/provided by investing activities		(41,845	)		63,277,119

CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft		(30,084	)		4,788
Proceeds from advance from a Series B shareholder		1,425,959			-
Repayment of advance from a Series B shareholder		(262,743	)		(738,312	)
Proceeds from issuance of convertible notes		2,500,000			-
Proceeds from issuance of Series B Preferred Shares		14,500,000			-
Proceeds from promissory note – related party		-			444,900
Proceeds from short-term loan		906,810			-
Repayment of short-term loan		(877,450	)		-
Proceeds from issuance of backstop ordinary shares		-			4,971,358
Redemption of ordinary shares		-			(64,070,650	)
Advance from a shareholder		604,710			565,704
Net cash provided by/(used in) financing activities		18,767,202			(58,822,212	)

Effect of foreign exchange rate changes on cash		(51,241	)		(7,508	)

NET INCREASE/(DECREASE) IN CASH		12,009,454			(4,719,138	)
CASH, BEGINNING OF THE PERIOD		100,344			4,746,370
CASH, END OF THE PERIOD	$	12,109,798		$	27,232

SUPPLEMENTAL INFORMATION
Interest paid	$	-		$	-
Income tax paid		-			-
NON-CASH INVESTMENT AND FINANCING ACTIVITIES
Acquisition of property and equipment included in accrued expenses and other liabilities	$	-		$	33,197

~~XYNOMIC~~The accompanying notes are an integral ~~PHARMACEUTICALS~~part ~~HOLDINGS,~~of ~~INC~~these unaudited condensed consolidated financial statements.

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~ 4

~~FOR~~XYNOMIC ~~THE~~PHARMACEUTICALS ~~SIX MONTHS ENDED JUNE 30~~HOLDINGS, ~~2018 AND 2019~~INC.

~~(In U.S.~~NOTES ~~dollars,~~TO ~~except~~UNAUDITED ~~share~~CONDENSED ~~data)~~CONSOLIDATED FINANCIAL STATEMENTS

1.FOR ~~DESCRIPTION~~THE OFNINE ~~ORGANIZATION~~MONTHS ~~AND~~ENDED ~~BUSINESS~~SEPTEMBER 30, ~~OPERATIONS~~2018 AND 2019

~~Xynomic~~(In ~~Pharmaceuticals Holdings, Inc~~U. ~~(formerly known as Bison Capital Acquisition Corp~~S. dollars, ~~the~~except ~~“Company”) was a blank check company incorporated in the British Virgin Islands on October 7, 2016. The Company was formed for the purpose of acquiring, engaging in a~~ share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (a “Business Combination”data).

All activities through May 14, 2019 relate to the Company’s formation, its initial public offering of 6,037,500 units (the “Initial Public Offering”), the simultaneous sale of 432,062 units (the “Private Units”) in a private placement to the Company’s sponsor, Bison Capital Holding Company Limited (“Bison Capital”) and EarlyBirdCapital, Inc1. ~~(“EarlyBirdCapital”) and~~DESCRIPTION ~~their~~OF ~~designees,~~ORGANIZATION ~~identifying~~AND aBUSINESS target company for a Business Combination and activities in connection with the proposed acquisition of Xynomic Pharmaceuticals, Inc., a Delaware corporation (“Xynomic Pharma”). On March 3, 2019, the Company received a commitment from Xynomic Pharma that it has agreed to contribute to the Company as a loan $0.02 per month for each public share that is not redeemed by the Company’s shareholders (the “Contribution”) in connection with the Extension Amendment. The amount of the Contribution will not bear interest and will be repayable by the Company to Xynomic Pharma upon consummation of a Business Combination. Xynomic Pharma will have the sole discretion whether to continue extending for additional calendar months until the Combination Period and if Xynomic Pharma determines not to continue extending for additional calendar months, its obligation to make Contributions following such determination will terminate. In May 2019, $16,062 was loaned to the Company and deposited into the Trust Account, which amount is equal to $0.02 for each of the 803,080 shares that were not redeemed.OPERATIONS

~~On May 15, 2019 (the “Effective Time”), each share of~~ Xynomic ~~Pharma’s~~Pharmaceuticals ~~ordinary shares and preferred shares issued~~Holdings, ~~and~~Inc. ~~outstanding~~(formerly ~~prior~~known toas ~~the~~Bison ~~Effective~~Capital ~~Time~~Acquisition ~~was automatically converted into the right to receive~~Corp., ~~on a pro rata basis,~~ the ~~Closing Consideration Shares (as defined in the Merger Agreement~~“Company”) ~~and~~was ~~the~~incorporated ~~Earnout Shares (as defined~~ in the ~~Merger~~British ~~Agreement),~~Virgin ~~and each~~Islands ~~option~~on toOctober ~~purchase~~7, ~~Xynomic~~2016. ~~Pharma’s~~The ~~ordinary~~Company ~~shares that~~ was ~~outstanding~~formed ~~immediately~~as ~~prior~~a toblank ~~the~~check ~~Effective~~company ~~Time~~for ~~was assumed by~~ the ~~Company~~purpose ~~and automatically converted into an option to purchase shares~~ of ~~common stock of the Xynomic Pharma. In addition to the Closing Consideration Shares~~acquiring, ~~Xynomic~~engaging ~~Pharma~~in ~~stockholders~~a ~~received~~share ~~an additional 9~~exchange,~~852,216 shares of common stock in aggregate~~ ~~(the~~share ~~“Earnout~~reconstruction ~~Shares”~~ and, ~~together with the Closing Consideration Shares~~amalgamation, ~~the~~purchasing ~~“Merger~~all ~~Consideration~~or ~~Shares”,~~substantially ~~such~~all ~~transaction~~of ~~is referred as~~ the ~~“Merger”). As~~assets ~~a result~~of, ~~the~~entering ~~Company~~into ~~issued~~contractual 42arrangements,~~860,772~~ or ~~common~~engaging ~~shares as~~ in ~~aggregate~~any ~~Merger~~other ~~Consideration~~similar ~~Shares~~business tocombination ~~shareholders~~with ofone ~~Xynomic Pharma~~or ~~immediately~~more ~~prior~~businesses toor ~~the~~entities ~~Effective Time~~ (~~the~~a “~~Sellers”).~~Business ~~Pursuant to the Merger Agreement, 1,285,822 shares were deposited into an escrow account (the “Escrow Account~~Combination”) to serve as security for, and the exclusive source of payment of, the Company’s indemnity rights under the Merger Agreement and any excess of the estimated Closing Merger Consideration over the final Closing Merger Consideration amount determined post-Closing.

5All activities through May 14, 2019 relate to the Company’s formation, its initial public offering of 6,037,500 units (the “Initial Public Offering”), the simultaneous sale of 432,062 units (the “Private Units”) in a private placement to the Company’s sponsor, Bison Capital Holding Company Limited (“Bison Capital”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and their designees, identifying a target company for a Business Combination. and activities in connection with the proposed acquisition of Xynomic Pharmaceuticals, Inc., a Delaware corporation (“Xynomic Pharma”). On March 3, 2019, the Company received a commitment from Xynomic Pharma that it has agreed to contribute to the Company as a loan $0.02 per month for each public share that is not redeemed by the Company’s shareholders (the “Contribution”) in connection with the approval of an amendment to the Company’s charter to extend the date by which the Company must consummate a Business Contribution from March 23, 2019 to June 24, 2019 or such earlier date as determined by the board of directors of the Company. The amount of the Contribution will not bear interest and will be repayable by the Company to Xynomic Pharma upon consummation of a Business Combination. Xynomic Pharma had the sole discretion whether to continue extending for additional calendar months until the Combination Period and if Xynomic Pharma determines not to continue extending for additional calendar months, its obligation to make Contributions following such determination will terminate. In May 2019, $16,062 was loaned to the Company and deposited into the Trust Account, which amount is equal to $0.02 for each of the 803,080 shares that were not redeemed.

~~Following~~On May 15, 2019 (the “Effective Time”), pursuant to an agreement and plan of merger dated September 12, 2018 (as amended, the “Merger, Agreement”) among the Company, Xynomic Pharma, ~~became~~Bison Capital Merger Sub Inc., a ~~wholly-owned~~Delaware ~~subsidiary~~corporation of(“Merger Sub”) and Yinglin Mark Xu, solely in his capacity as the ~~Company.~~stockholder representative thereunder, each share of Xynomic Pharma’s ordinary shares and preferred shares issued and outstanding prior to the Effective Time was ~~incorporated~~automatically inconverted into the ~~United~~ ~~States~~right to receive, on ~~August~~a 24pro rata basis, ~~2016.~~the ~~Xynomic~~Closing ~~Pharma~~Consideration Shares (as defined in the Merger Agreement) and ~~its~~the ~~subsidiaries~~Earnout ~~are~~Shares ~~primarily~~(as ~~engaged~~defined in the ~~in-licensing~~Merger Agreement), ~~developing~~and each option to purchase Xynomic Pharma’s ordinary shares that was outstanding immediately prior to the Effective Time was assumed by the Company and automatically converted into an option to purchase shares of common stock ~~commercializing~~of ~~oncology~~the ~~drug~~Company. ~~candidates~~In inaddition to the ~~People’s~~Closing ~~Republic~~Consideration Shares, Xynomic Pharma stockholders received an additional 9,852,216 shares of ~~China~~common stock in aggregate (the “~~PRC~~Earnout Shares”) and, together with the ~~United~~Closing ~~States~~Consideration Shares, ~~and~~the “Merger ~~rest~~Consideration ofShares”, such transaction is referred as the ~~world~~“Merger”). As ofa result, the ~~Effective~~Company ~~Time~~issued 42,860,772 common shares in aggregate as Merger Consideration Shares to shareholders of Xynomic Pharma immediately prior to the Effective Time (the “Sellers”). Pursuant to the Merger Agreement, 1,285,822 shares were deposited into an escrow account (the “Escrow Account”) to serve as security for, and the exclusive source of payment of, the Company’s ~~subsidiaries~~indemnity ~~are~~rights under asthe ~~following:~~Merger Agreement and any excess of the estimated Closing Merger Consideration over the final Closing Merger Consideration amount determined post-Closing.

Subsidiaries	Date of incorporation	Place of incorporation /establishment	Percentage of economic ownership
Xynomic Pharmaceuticals (Nanjing) Co., Ltd. (“Xynomic Nanjing”)	November 20, 2017	PRC		100	%
Xynomic Pharmaceuticals (Shanghai) Co., Ltd. (“Xynomic Shanghai”)	July 31, 2018	PRC		100	%
Xynomic Pharmaceuticals (Zhongshan) Co., Ltd. (“Xynomic Zhongshan”)	May 15, 2018	PRC		100	%

Following the Merger, the Xynomic Pharma became a wholly-owned subsidiary of the Company. Xynomic Pharma was incorporated in the United States on August 24, 2016. Xynomic Pharma and its subsidiaries are primarily engaged in in-licensing, developing and commercializing oncology drug candidates in the People’s Republic of China (“PRC”), the United States, and rest of the world. As of the Effective Time, Xynomic Pharma’s subsidiaries are as following:

The Merger was accounted for as a “reverse acquisition” since, immediately following the consummation of the Merger (the “Closing”), the Sellers effectively controlled the post-combination Company. For accounting purposes, Xynomic Pharma was deemed to be the accounting acquirer in the Merger and, consequently, the Merger is treated as a recapitalization of Xynomic Pharma (i.e., a capital transaction involving the issuance of shares by the Company for the shares of Xynomic Pharma). Accordingly, the consolidated assets, liabilities and results of operations of Xynomic Pharma became the historical financial statements of the Company and its subsidiaries, and the Company’s assets, liabilities and results of operations were consolidated with Xynomic Pharma beginning at the Closing. No step-up in basis or intangible assets or goodwill were recorded in the Merger.

Subsidiaries	Date of incorporation	Place of incorporation /establishment	Percentage of economic ownership

Xynomic Pharmaceuticals (Nanjing) Co., Ltd. (“Xynomic Nanjing”)	November 20, 2017	PRC		100	%
Xynomic Pharmaceuticals (Shanghai) Co., Ltd. (“Xynomic Shanghai”)	July 31, 2018	PRC		100	%
Xynomic Pharmaceuticals (Zhongshan) Co., Ltd. (“Xynomic Zhongshan”)	May 15, 2018	PRC		100	%

On May 14, 2019, prior to the Closing, the Company continued out of the British Virgin Islands and domesticated as a Delaware corporation (the “Domestication”). As a result, the Company is no longer a company incorporated in the British Virgin Islands.5

AtThe Merger was accounted for as a “reverse acquisition” since, immediately following the consummation of the Merger (the “Closing”), the ~~pursuant~~Sellers toeffectively controlled the ~~Backstop Agreement~~post-combination ~~dated~~Company. ~~May~~For 1accounting purposes, ~~2019~~Xynomic ~~entered~~Pharma ~~into~~was bydeemed ~~and~~to ~~between~~be the accounting ~~Company~~acquirer ~~and~~in ~~Yinglin~~the ~~Mark~~Merger Xuand, ~~Yinglin~~consequently, ~~Mark~~the ~~Xu,~~Merger ~~together~~is ~~with~~treated ~~his~~as ~~assignee Bison~~a ~~Capital~~recapitalization ~~Holding~~of ~~Company~~Xynomic ~~Limited~~Pharma (i.e., ~~purchased~~a ~~from~~capital transaction involving the ~~Company~~issuance ~~755,873~~of shares ofby ~~common~~the ~~stock~~Company atfor athe ~~price~~shares of ~~$10~~Xynomic Pharma).15 ~~per~~Accordingly, ~~share for~~the aconsolidated ~~total~~assets, liabilities ~~consideration~~and results of ~~$7,672,111~~operations ~~(the~~of ~~“Backstop~~Xynomic ~~Shares”~~Pharma ~~and~~became ~~“Backstop~~the ~~Subscription”).~~historical Asfinancial astatements ~~result~~ of ~~Backstop~~the ~~Subscription~~Company and its subsidiaries, and the Company’s ~~had~~assets, atliabilities ~~least~~and ~~$7,500,001~~results of ~~net~~operations ~~tangible~~were ~~assets~~consolidated ~~remaining~~with atXynomic ~~the~~Pharma ~~Closing~~beginning ~~after~~at ~~giving~~the ~~effect~~Closing. toNo ~~the~~step-up ~~redemption~~in ofbasis ~~any~~or ~~Ordinary~~intangible ~~Shares~~assets byor ~~the~~goodwill ~~public~~were ~~shareholders~~recorded in ~~connection with~~ the Merger.

2On May 14, 2019, prior to the Closing, the Company continued out of the British Virgin Islands and domesticated as a Delaware corporation (the “Domestication”). As ~~SUMMARY~~a OFresult, ~~SIGNIFICANT~~the ~~ACCOUNTING~~Company ~~POLICIES~~is no longer a company incorporated in the British Virgin Islands.

(At the Closing, pursuant to the Backstop Agreement dated May 1, 2019 entered into by and between the Company and Yinglin Mark Xu, Yinglin Mark Xu, together with his assignee Bison Capital Holding Company Limited, purchased from the Company 755,873 shares of common stock at a price of $10.15 per share for a total consideration of $7,672,111 (the “Backstop Shares” and “Backstop Subscription”). As ~~Basis~~a result of ~~Presentation~~Backstop Subscription, the Company had at least $7,500,001 of net tangible assets remaining at the Closing after giving effect to the redemption of any Ordinary Shares by the public shareholders in connection with the Merger.

~~The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U~~2.S. ~~GAAP”).~~SUMMARY ~~Certain~~OF ~~information~~SIGNIFICANT ~~and~~ACCOUNTING footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the United States Securities and Exchange Commission (“SEC”). The condensed consolidated balance sheet as of December 31, 2018 was derived from the audited consolidated financial statements of Xynomic Pharmaceuticals, Inc. and its subsidiaries. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated balance sheet of the Company and Xynomic Pharma as of December 31, 2018, and the related consolidated statements of comprehensive loss, changes in equity and cash flows for the year then ended, included in the Company’s Proxy Statement/Prospectus on Form 8-K filed with the SEC on May 15, 2019.POLICIES

6(a) Basis of Presentation

InThe accompanying unaudited condensed ~~the~~consolidated ~~opinion~~financial ofstatements ~~management,~~have ~~all~~been ~~adjustments~~prepared ~~(which~~in ~~include~~accordance ~~normal~~with ~~recurring~~accounting ~~adjustments~~principles generally accepted in the United States of America (“U.S. GAAP”). ~~necessary~~Certain toinformation ~~present~~and afootnote ~~fair~~disclosures ~~statement~~normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the ~~financial~~United ~~position~~States Securities and Exchange Commission (“SEC”). The condensed consolidated balance sheet as of ~~June~~December 3031, ~~2019,~~2018 was derived from the ~~results~~audited consolidated financial statements of ~~operations~~Xynomic ~~for~~Pharma. and its subsidiaries. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the ~~three~~consolidated balance sheet of the Company and ~~six~~Xynomic Pharma ~~months~~as ~~ended~~of ~~June~~December 3031, 2018, and ~~2019~~ the related consolidated statements of comprehensive loss, changes in equity and cash flows for the ~~six~~year ~~months~~then ended, ~~June~~included ~~30,~~in ~~2018~~the ~~and~~Company’s ~~2019,~~current ~~have~~report ~~been~~on ~~made~~Form 8-K filed with the SEC on May 15, 2019.

~~The~~In ~~preparation of~~ the ~~unaudited~~opinion ~~condensed~~of ~~consolidated~~management, ~~financial~~all ~~statements~~adjustments in(which ~~conformity~~include ~~with~~normal ~~U.S.~~recurring ~~GAAP~~adjustments) ~~requires~~necessary ~~management~~ to ~~make estimates~~present ~~and~~a ~~assumptions~~fair ~~that affect the reported amounts of assets and liabilities and disclosures of contingent assets and~~statement ~~liabilities at the date~~ of the ~~unaudited condensed consolidated~~ financial ~~statements~~position ~~and~~as ~~the reported amounts~~ of ~~expenses~~September ~~during the~~30, ~~reporting period. Significant accounting estimates include~~2019, ~~but not limited to~~ the ~~fair~~results ~~value~~ of ~~the~~operations ~~ordinary~~for ~~shares to determine~~ the ~~existence~~three ofand ~~beneficial~~nine ~~conversion~~months ~~feature~~ended ofSeptember ~~the redeemable convertible preferred shares~~30, ~~the fair value of share-based compensation~~ ~~awards,~~2018 ~~depreciable~~and ~~lives~~2019 ~~of property~~ and ~~equipment,~~cash ~~the~~flows ~~recoverability~~for of the ~~carrying~~nine ~~amounts~~months ofended ~~property~~September ~~and~~30, ~~equipment~~2018 and ~~the~~ ~~recoverability of deferred income tax assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates~~2019, ~~and~~have asbeen ~~such, differences may be material to the unaudited condensed consolidated financial statements~~made.

~~Principles~~The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of ~~Consolidation~~assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Significant accounting estimates include, but not limited to the fair value of the ordinary shares to determine the existence of beneficial conversion feature of the redeemable convertible preferred shares, the fair value of share-based compensation awards, depreciable lives of property and equipment, the recoverability of the carrying amounts of property and equipment and the recoverability of deferred income tax assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the unaudited condensed consolidated financial statements.

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation6

~~Going~~Principles ~~Concern~~of Consolidation

The ~~Company~~ ~~and~~accompanying ~~its~~condensed ~~subsidiaries~~consolidated financial ~~Xynomic~~statements ~~Pharma,~~include ~~Xynomic Nanjing, Xynomic Shanghai and Xynomic Zhongshan (~~the ~~“Group”) have~~accounts ~~not~~of ~~generated any revenues from product sales. Substantial additional financing will be required by~~ the ~~Group~~Company toand ~~continue to fund~~ its ~~research~~wholly-owned ~~and development activities~~subsidiary. NoAll ~~assurance~~significant ~~can~~intercompany ~~be given that any such financing will be available when needed~~balances ~~or that the Group’s research~~ and ~~development~~transactions ~~efforts~~have ~~will~~been beeliminated ~~successful.~~in consolidation

~~The Group’s~~Going ability to fund operations is based on its ability to attract investors and its ability to borrow funds on reasonable economic terms. Historically, the Group has relied principally on equity financing and shareholder’s borrowings to fund its operations and business development. The Group’s ability to continue as a going concern is dependent on management’s ability to successfully execute its business plan, which includes generating revenues after drug marketing, controlling operating expenses, as well as, continuing to obtain additional equity financing. On April 3, 2018, Xynomic Pharma issued convertible notes to Northern Light Venture Capital V, Ltd., and Bo Tan and received proceeds of US$2,500,000, which were converted into 776,633 Series B Preferred Shares in August 2018. Further in August 2018, Xynomic Pharma raised US$17 million by issuance of 5,281,101 Series B Preferred Shares to certain investors, including the conversion of convertible notes of US$2.5 million. At the Closing of the Merger, 755,873 shares of Backstop Shares were issued for a total consideration of $7,672,111. Concern

OnThe ~~May 15, 2019, the~~ Company ~~received~~and ~~written notice from the staff of the NASDAQ Stock Market LLC (“Nasdaq”) indicating that the Staff had determined to delist~~ its ~~securities from NASDAQ based upon the non-compliance with the requirement of a minimum~~subsidiaries ofXynomic ~~300~~Pharma, ~~round~~Xynomic ~~lot~~Nanjing, ~~holders~~Xynomic ofShanghai and ~~400~~Xynomic ~~round~~Zhongshan ~~lot holders of purchase warrants and the requirement of the minimum US$5 million in stockholders’ equity. The Company requested a hearing before the Nasdaq Hearings Panel~~ (the “~~Panel~~Group”), ~~and~~have ~~such request stayed~~not generated any ~~suspension or delisting action by Nasdaq pending the completion of the hearing process and the expiration~~revenues offrom ~~any~~product ~~extension period that may be granted to the Company by the Panel~~sales. OnSubstantial ~~July~~additional ~~15,~~financing ~~2019,~~will ~~the~~be ~~Company~~required ~~was notified in writing~~ by the ~~Panel~~Group atto ~~Nasdaq~~continue ~~that~~to ~~they~~fund ~~denied~~its ~~the~~research ~~Company’s request for continued listing on Nasdaq based upon the Company’s non-compliance with Nasdaq Listing Rules 5505(a)(3)~~ and ~~5515(a)(4)~~development activities. AsNo aassurance ~~result,~~can ~~Nasdaq~~be ~~suspended~~given ~~trading~~that inany ~~the Company’s~~such ~~securities~~financing ~~effective~~will atbe ~~the~~available ~~open~~when ofneeded ~~business~~or onthat ~~Wednesday, July 17, 2019; and~~ the ~~Company~~Group’s ~~shares will~~research ~~subsequently commence trading on the over-the-counter markets. The Company still intends to continue with its compliance plan with the Nasdaq listing requirements~~ and isdevelopment ~~diligently~~efforts ~~pursuing courses of action designed to remedy our noncompliance with Nasdaq’s initial listing requirements as set forth above. There can be no assurance, however, that the Company~~ will be ~~able to regain compliance with the mainboard listing requirements~~successful.

The Group’s ability to fund operations is based on its ability to attract investors and its ability to borrow funds on reasonable economic terms. Historically, the Group has relied principally on equity financing and shareholder’s borrowings to fund its operations and business development. The Group’s ability to continue as a going concern is dependent on management’s ability to successfully execute its business plan, which includes generating revenues after drug marketing, controlling operating expenses, as well as, continuing to obtain additional equity financing. On April 3, 2018, Xynomic Pharma issued convertible notes to Northern Light Venture Capital V, Ltd., and Bo Tan and received proceeds of US$2,500,000, which were converted into 776,633 Series B Preferred Shares in August 2018. Further in August 2018, Xynomic Pharma raised US$17 million by issuance of 5,281,101 Series B Preferred Shares to certain investors, including the conversion of convertible notes of US$2.5 million. At the Closing of the Merger, 755,873 shares of Backstop Shares were issued for a total consideration of $7,672,111.

~~The~~On May 15, 2019, the Company ~~Group~~received ~~currently~~written ~~does~~notice ~~not~~from ~~have~~the ~~any~~staff ~~commitments~~of the NASDAQ Stock Market LLC (“Nasdaq”) indicating that the Staff had determined to ~~obtain~~delist ~~additional~~its ~~funds~~securities ~~except~~from NASDAQ based upon the ~~potential~~non-compliance ~~private~~with ~~placements~~the inrequirement ~~details~~of a minimum of 300 round lot holders of ~~provided~~and in400 ~~Note~~round 16lot ~~herein~~holders ~~below~~of purchase warrants and ~~may~~the berequirement ~~unable~~of tothe ~~obtain~~minimum ~~sufficient~~US$5 ~~funding~~million in stockholders’ equity. The Company requested a hearing before the ~~future~~Nasdaq onHearings ~~acceptable~~Panel ~~terms~~(the “Panel”), ifand atsuch ~~all.~~request stayed any suspension Ifor delisting action by Nasdaq pending the ~~Group~~completion ~~cannot~~of ~~obtain~~the hearing process and the ~~necessary~~expiration ~~funding,~~of itany ~~will~~extension ~~need~~period that may be granted to ~~delay~~the Company by the Panel. On July 15, ~~scale~~2019, ~~back~~the orCompany ~~eliminate~~was ~~some~~notified orin ~~all~~writing ofby ~~its~~the ~~research~~Panel at Nasdaq that they ~~and~~denied ~~development~~the ~~programs~~Company’s ~~to:~~request ~~commercialize~~for ~~potential~~continued ~~products~~listing oron ~~technologies~~Nasdaq ~~that~~based itupon ~~might~~the ~~otherwise~~Company’s ~~seek~~non-compliance towith ~~develop~~Nasdaq orListing ~~commercialize~~Rules ~~independently;~~5505(a)(3) ~~consider~~and ~~other~~5515(a)(4). ~~various~~As ~~strategic~~a ~~alternatives~~result, ~~including~~Nasdaq ~~another~~suspended ~~merger~~trading orin ~~sale~~the ofCompany’s securities effective at the ~~Group~~open of business on Wednesday, July 17, 2019; ~~or cease~~and ~~operations.~~the IfCompany’s shares subsequently commenced trading on the ~~Group~~over-the-counter markets. ~~engages~~The inCompany ~~collaborations,~~still itintends ~~may~~to ~~receive~~continue ~~lower~~with ~~consideration~~its ~~upon~~compliance ~~commercialization~~plan ofwith ~~such~~the Nasdaq listing requirements and is diligently ~~products~~pursuing ~~than~~courses ifof itaction ~~had~~designed ~~not~~to ~~entered~~remedy ~~into~~our ~~such~~noncompliance ~~arrangements~~with orNasdaq’s ifinitial itlisting ~~entered~~requirements ~~into~~as ~~such~~set ~~arrangements~~forth atabove. There ~~later~~can ~~stages~~be inno assurance, however, that the ~~product~~ ~~development~~Company ~~process~~will be able to regain compliance with the mainboard listing requirements.

The Group ~~has~~currently ~~prepared~~does ~~its~~not have ~~financial~~any ~~statements~~commitments ~~assuming~~to ~~that~~obtain itadditional ~~will~~funds ~~continue~~except as a ~~going~~private ~~concern,~~placement ~~which~~that ~~contemplates~~it ~~realization of~~is ~~assets~~contemplating and ~~the~~a ~~satisfaction~~potential ofpublic ~~liabilities in the normal course of business. The Group has incurred recurring losses from operations~~offering ~~since~~pursuant ~~inception.~~to ~~The Group incurred~~ a ~~net~~registration ~~loss~~statement ofon ~~US$3,051,753~~Form ~~and US$17~~S-1,~~196,308~~ ~~for~~as ~~the three and six months ended June 30~~amended, ~~2019, respectively.~~initially ~~Further,~~filed ason ofJuly ~~June 30~~11, 2019,; ~~the~~and ~~Group~~may ~~had~~be ~~net~~unable ~~current~~to ~~liabilities~~obtain ~~(current~~sufficient funding ~~assets~~in ~~less~~the ~~current~~future ~~liabilities)~~on ~~of US$15~~acceptable terms,~~701,138~~ ~~and~~if ~~accumulated~~at ~~deficit of US$51,519,477~~all. ~~The~~If the Group’s ~~ability~~cannot toobtain ~~continue~~the asnecessary afunding, ~~going~~it ~~concern~~will isneed ~~dependent~~to delay, onscale ~~its~~back ~~ability~~or toeliminate ~~raise~~some ~~capital~~or toall ~~fund~~of its ~~current~~ research and development ~~activities~~programs ~~and~~to: ~~future~~commercialize ~~business~~potential ~~plans.~~products ~~Additionally,~~or technologies ~~volatility~~that init ~~the~~might ~~capital~~otherwise ~~markets~~seek ~~and~~to ~~general~~develop ~~economic~~or ~~conditions~~commercialize inindependently; ~~the~~consider ~~United~~other ~~States~~various ~~may~~strategic bealternatives, ~~a significant obstacle to raising~~including ~~the~~another ~~required~~merger ~~funds.~~or ~~These~~sale ~~factors~~of ~~raise~~the ~~substantial~~Group; ~~doubt~~or ~~about~~cease ~~its ability to continue as a going concern~~operations. ~~The~~If ~~financial statements included herein do not include any adjustments that might be necessary should~~ the Group beengages ~~unable~~in tocollaborations, ~~continue~~it asmay areceive ~~going~~lower ~~concern.~~consideration Ifupon ~~the~~commercialization ~~going~~of ~~concern~~such ~~basis~~products ~~were~~than ~~not~~if ~~appropriate~~it ~~for~~had ~~these~~not ~~financial~~entered ~~statements,~~into ~~adjustments~~such ~~would~~arrangements beor ~~necessary~~if init ~~the~~entered ~~carrying value~~into ofsuch ~~assets~~arrangements at ~~and~~later ~~liabilities,~~stages ~~the~~in ~~reported expenses and~~ the ~~balance~~product ~~sheet~~development ~~classifications used~~process.

~~Operations~~The Group has prepared its financial statements assuming that it will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. The Group ~~are~~has ~~subject~~incurred torecurring ~~certain~~losses ~~risks~~from operations since inception. The Group incurred a net loss of US$4,977,149 and ~~uncertainties~~US$22,173,457 ~~including~~for ~~various~~the ~~internal~~three and ~~external~~nine ~~factors~~months ~~that~~ended ~~will~~September ~~affect~~30, ~~whether~~2019, respectively. Further, ~~and~~as ~~when~~of September 30, 2019, the Group had net current liabilities (current assets less current liabilities) of US$20,358,014 and accumulated deficit of US$56,496,626. The Group’s ~~product~~ability ~~candidates~~to ~~become~~continue ~~approved~~as ~~drugs~~a going concern is dependent on its ability to raise capital to fund its current research and ~~how~~development ~~significant~~activities ~~their~~and ~~market~~future ~~share~~business ~~will~~plans. beAdditionally, ~~some~~volatility ofin ~~which~~the capital ~~are~~markets ~~outside~~and ofgeneral economic conditions in the ~~Group’s~~United ~~control~~States may be a significant obstacle to raising the required funds. ~~The~~These factors ~~length~~raise ofsubstantial ~~time~~doubt ~~and~~about ~~cost~~its ofability ~~developing~~to ~~and~~continue ~~commercializing~~as ~~these~~a ~~product~~going ~~candidates~~concern within twelve months from the date these financial ~~and/or~~statements ~~failure~~are ofissued. ~~them~~The atfinancial statements included herein do not include any ~~stage~~adjustments ofthat might be necessary should the Group ~~drug~~be ~~approval~~unable ~~process~~to ~~will~~continue ~~materially~~as ~~affect~~a going concern. If the ~~Group’s~~going concern basis were not appropriate for these financial ~~condition~~statements, adjustments would be necessary in the carrying value of assets and ~~future~~liabilities, ~~operations~~the reported expenses and the balance sheet classifications used.

~~(b) Share-based Compensation~~7

~~The~~Operations of the Group are ~~Company~~subject ~~granted~~to certain risks and uncertainties including various internal and external factors that will affect whether and when the Group’s product candidates become approved drugs and how significant their market share ~~options~~will tobe, ~~its~~some ~~selected~~of ~~employees~~which are outside of the Group’s control. The length of time and ~~non-employee~~cost ~~consultants~~of developing and commercializing these product candidates and/or failure of them at any stage of the drug approval process will materially affect the Group’s financial condition and future operations.

(b) Share-based ~~awards~~ granted to employees with service conditions attached are measured at the grant date fair value and are recognized as an expense using graded vesting method over the requisite service period, which is generally the vesting period. The forfeitures are accounted when they occur.Compensation

~~In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”).~~ The ~~new~~Company ~~guidance~~granted ~~largely aligns the accounting for~~ share~~-based~~ ~~awards~~options to ~~issued~~its to selected employees and ~~nonemployees. Existing guidance for employee awards will apply to~~ non-employee ~~share-based transactions with limited exceptions~~consultants. ~~The Company adopted this guidance on January 1, 2019.~~

8Share-based awards granted to employees with service conditions attached are measured at the grant date fair value and are recognized as an expense using graded vesting method over the requisite service period, which is generally the vesting period. The forfeitures are accounted when they occur.

~~Share-based~~In June 2018, the FASB issued ~~awards~~ASU ~~granted~~No. to2018-07, ~~non~~Compensation -~~employees~~ ~~are~~Stock ~~measured~~Compensation at(Topic ~~the~~718): ~~grant~~Improvements ~~date~~to ~~fair~~Nonemployee ~~value~~Share-Based Payment Accounting (“ASU 2018-07”). ~~When~~The nonew ~~future~~guidance ~~services~~largely ~~are~~aligns ~~required~~the accounting for share-based awards issued to beemployees ~~performed~~and nonemployees. Existing byguidance ~~the~~for ~~non-~~employee inawards ~~exchange~~will ~~for~~apply anto ~~award~~non-employee ofshare-based ~~equity~~transactions ~~instruments,~~with ~~the~~limited ~~cost~~exceptions. ofThe ~~the~~Company ~~award~~adopted this isguidance ~~expensed~~ on ~~the~~January ~~grant~~1, ~~date~~2019.

~~Option~~Share-~~pricing models~~based ~~are~~awards ~~adopted~~granted to non-employees ~~measure~~are ~~the~~measured ~~value of awards~~ at ~~each~~the grant date. ~~The determination of~~ fair value. isWhen ~~affected~~no byfuture ~~the~~services ~~share price~~are asrequired ~~well as assumptions relating~~ to abe ~~number~~performed ofby ~~complex and subjective variables, including but not limited to~~ the ~~expected share price volatility, actual and projected employee and~~ non-employee in ~~share~~exchange ~~option~~for ~~exercise~~an ~~behavior,~~award ~~risk-free~~of ~~interest~~equity ~~rates and~~instruments, ~~expected~~the ~~dividends.~~cost ~~The use~~ of the ~~option-pricing~~award ~~model~~is ~~requires~~expensed ~~extensive~~on ~~actual employee and non-employee exercise behavior data for~~ the ~~relative~~grant ~~probability estimation purpose, and a number of complex assumptions~~date.

~~(c)~~Option-pricing ~~Concentration~~models are adopted to measure the value of awards at each grant date. The determination of fair value is affected by the share price as well as assumptions relating to a number of complex and subjective variables, including but not limited to the expected share price volatility, actual and projected employee and non-employee share option exercise behavior, risk-free interest rates and expected dividends. The use of the option-pricing model requires extensive actual employee and non-employee exercise behavior data for the relative probability estimation purpose, and a number of complex assumptions.

~~The following~~Concentration ~~suppliers for the Group’s research and development activities accounted for 10% or more~~ of ~~research and development expenses for the three and six months ended June 30, 2018 and 2019:~~suppliers

	For the Three Months Ended											For the Six Months Ended
	June 30,											June 30,
	2018					2019						2018					2019
	US$		%			US$			%			US$		%			US$		%
Supplier A		475,000		12	%		(2,531,472	)(1)		(162	)%		475,000		11	%		*		*
Supplier B		*		*			679,436			43	%		*		*			1,358,361		20	%
Supplier C		2,767,441		71	%		936,542			60	%		2,767,441		64	%		1,299,032		19	%
Supplier D		*		*			1,225,569			78	%		*		*			1,225,569		18	%
Supplier E		*		*			183,694			12	%		*		*			*		*

The following suppliers for the Group’s research and development activities accounted for 10% or more of research and development expenses for the three and nine months ended September 30, 2018 and 2019:

*	Represents less than 10% of research and development expenses for the three and six months ended June 30, 2018 and 2019.
		For the Three Months Ended										For the Nine Months Ended
(1)	Supplier A offered $3.57 million credit to offset previously issued invoices to the Company during the three months ended June 30, 2019.
		September 30,										September 30,
		2018					2019					2018					2019
		US$		%			US$		%			US$		%			US$		%
Supplier A			*		*			1,601,288		42	%		*		*			2,959,648		28	%
Supplier B			*		*			*		*			2,767,441		46	%		1,431,987		13	%
Supplier C			*		*			628,559		16	%		*		*			1,854,128		17	%
Supplier D			1,205,041		72	%		941,154		25	%		1,680,041		28	%		*		*

~~(d)~~* ~~Recent~~Represents ~~accounting~~less ~~pronouncements~~than 10% of research and development expenses for the three or nine months ended September 30, 2018 and 2019.

~~Management does~~(d) ~~not~~Recent ~~believe that any recently issued, but not yet effective,~~ accounting pronouncements~~, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.~~

9Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

~~3. CASH~~8

~~The Company’s~~3. ~~cash is deposited in financial institutions at below locations:~~CASH

	December 31, 2018		June 30, 2019
Financial institutions in the mainland of the PRC
—Denominated in RMB	$	523	$	61,795
Financial institutions in the United States
—Denominated in USD	$	4,745,847	$	1,130,149
Total cash balances held at financial institutions	$	4,746,370	$	1,191,944

The Company’s cash is deposited in financial institutions at below locations:

4. INCOME TAXES

	December 31, 2018		September 30, 2019
Financial institutions in the mainland of the PRC
—Denominated in RMB	$	523	$	6,196

Financial institutions in the United States
—Denominated in USD	$	4,745,847	$	21,036

Total cash balances held at financial institutions	$	4,746,370	$	27,232

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2019			2018			2019
Loss before income taxes	$	(4,708,461	)	$	(3,051,753	)	$	(5,327,391	)	$	(17,196,308	)
Income tax expenses		-			-			-			-
Effective income tax rate		0	%		0	%		0	%		0	%

4.	INCOME TAXES

The effective income tax rates for the three and ~~six~~nine months ended ~~June~~September 30, 2018 and 2019 were 0% and 0%, respectively. The effective income tax rate for the three and ~~six~~nine months ended ~~June~~September 30, 2018 and 2019 differs from the U.S. Federal statutory corporate income tax rate of 21% is primarily due to the increase in valuation allowance.

5.	PREPAID EXPENSES

Prepaid expenses consist of the following:

	December 31, 2018		~~June~~September 30, 2019
Prepaid research and development expenses	$	207,988	$	62143,~~980~~374
Prepaid rental expenses		66,371		6646,~~709~~174
Prepaid health insurance		-		205,~~658~~105
Others		3,391		510,~~457~~986
Total prepaid expenses	$	277,750	$	~~155~~205,~~805~~639

6.	PROPERTY AND EQUIPMENT, NET

	December 31, 2018			~~June~~September 30, 2019
Leasehold improvement	$	276,839		$	~~289~~278,~~470~~500
Lab equipment		-			~~195~~55,~~586~~322
Electronic equipment		4,379			14,~~153~~358
Property and equipment		281,218			~~499~~348,~~209~~180
Less: accumulated depreciation		(488	)		(5471,~~413~~665	)
Property and equipment, net	$	280,730		$	~~444~~276,~~796~~515

10The depreciation expense for property and equipment was $111 and US$19,439 for the three months ended September 30, 2018 and 2019, respectively. The depreciation expense for property and equipment was $111 and US$74,032 for the nine months ended September 30, 2018 and 2019, respectively.

~~The depreciation expense for property and equipment was nil and US$30,612 for the three months ended June 30, 2018 and 2019, respectively~~7. ~~The~~ ~~depreciation~~OTHER ~~expense~~NON-CURRENT ~~for property and equipment was nil and US$54,593 for the six months ended June 30, 2018 and 2019, respectively.~~ASSETS

7.Other ~~OTHER NON~~non-~~CURRENT~~current ~~ASSETS~~assets consist of the following:

Other non-current assets consist of the following:

	December 31, 2018		September 30, 2019

VAT input tax	$	52,762	$	109,338
Prepaid insurance		93,075		98,502
Prepayment for equipment		-		11,945
Deposits		9,339		8,422
Total other non-current assets	$	155,176	$	228,207

	December 31, 2018		June 30, 2019
VAT input tax	$	52,762	$	86,735
Prepaid insurance		93,075		124,076
Deposits		9,339		8,754
Total other non-current assets	$	155,176	$	219,565

8.	ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	December 31, 2018		~~June~~September 30, 2019
Research and development expense-Contract Research Organizations	$	10,304,750	$	1013,~~288~~190,~~625~~896
Research and development expense-Contract Manufacture Organizations		1,874,956		3,~~125~~664,~~901~~647
License fee payable		1,000,000		1,000,000
Professional fee		824,360		1,~~010~~130,~~112~~616
Payroll and social insurance		147,692		~~109~~144,~~599~~065
Payables for equipment		-		~~140~~28,~~465~~587
Payable for leasehold improvement		110,736		~~105~~101,~~832~~822
Others		144,767		308,544
Short-term debt		-		49,467
Total accrued expenses and other current liabilities	$	14,407,261	$	16,089,078
Others		144,767		285,324
Total accrued expenses and other current liabilities	$	14,407,261	$	19,595,424

9.	REDEEMABLE CONVERTIBLE PREFERRED SHARES

Redeemable convertible preferred shares were issued by Xynomic Pharma before the Closing and consist of the following:

	Angel Preferred Shares			Series A-1 Preferred Shares			Series B Preferred Shares
Balance as of December 31, 2018	$	580,256		$	4,905,780		$	2,424,712
Redemption value accretion		11,117			93,984			1,592,877
Conversion to common shares		(591,373	)		(4,999,764	)		(4,017,589	)
Balance as of June 30, 2019	$	-		$	-		$	-
Balance as of September 30, 2019	$	-		$	-		$	-

At the Closing, all of the outstanding redeemable convertible preferred shares were converted into 34,695,395 common shares of the Company.

1110. SHAREHOLDERS’ EQUITY

10Preferred Shares — The Company is authorized to issue 50,000,000 of preferred shares with $0.0001 ~~SHAREHOLDERS~~par value per share as of September 30, 2019. Before the re-domestication, the Company was authorized to issue an unlimited number of no par value preferred shares, divided into five classes, Class A through Class E, each with such designation, rights and preferences as may be determined by a resolution of the Company’s ~~EQUITY~~board of directors to amend the Memorandum and Articles of Association to create such designations, rights and preferences. Upon the re-domestication of the Company, it amended the Charter and the authorized preferred shares to 50,000,000 of preferred shares with $0.0001 par value. At September 30, 2019 and December 31, 2018, there are no preferred shares designated, issued or outstanding.

~~Preferred~~Common ~~Shares~~ Stock — The Company is authorized to issue 50200,000,000 ofcommon ~~preferred~~stocks ~~shares~~ with $0.0001 par value per share. asHolders of ~~June 30, 2019. Before~~ the ~~re-domestication, the~~ Company is authorized to issue an unlimited number of no par value preferred shares, divided into five classes, Class A through Class E, each with such designation, rights and preferences as may be determined by a resolution of the Company’s ~~board of directors to amend the Memorandum and Articles of Association to create such designations, rights and~~ ~~preferences.~~common ~~Upon~~stocks ~~the~~are ~~re-domestication~~entitled ~~of the Company, it amended the Charter and the authorized preferred shares~~ to ~~50,000,000 of~~one ~~preferred~~vote ~~shares~~for ~~with~~each $0share.~~0001 par value. At June 30, 2019 and December 31, 2018, there are no preferred shares designated, issued or outstanding.~~

~~Common~~At ~~Stock~~December ~~— The~~31, 2018, the Company was isa ~~authorized~~blank tocheck ~~issue~~company ~~200,000,000~~incorporated ~~common~~in ~~stocks~~the ~~with~~British ~~$0.0001~~Virgin ~~par~~Islands ~~value~~and ~~per~~there ~~share.~~were ~~Holders~~7,978,937 ofordinary ~~the~~shares ~~Company’s~~issued ~~common~~and outstanding, ~~stocks~~among ~~are~~which, ~~entitled~~6,037,500 toordinary ~~one~~shares ~~vote~~are ~~for~~subject ~~each~~to ~~share~~redemption.

AtFrom ~~December~~January 311, ~~2018~~2019 to the Closing of the Business Combination, the Company’s shareholders holding 6,023,689 public shares exercised their right to redeem such ~~was~~public ashares ~~blank~~for ~~check~~a ~~company~~pro ~~incorporated~~rata inportion of the ~~British~~Trust ~~Virgin~~Account. ~~Islands~~The ~~and~~Company ~~there~~paid ~~were~~cash ~~7,978,937~~in ~~ordinary~~the ~~shares~~aggregate ~~issued~~amount ~~and~~of ~~outstanding~~$64, ~~among which~~070, 6650,~~037,500~~ ~~ordinary~~or ~~shares~~approximately $10.54 ~~are~~per ~~subject~~share, to ~~redemption~~redeeming shareholders.

~~From~~On ~~January~~May 114, 2019, prior to the ~~Closing of the Business~~ ~~Combination~~Closing, the Company’s ~~Shareholders~~continued ~~holding~~out ~~6,023,689~~of ~~public~~the ~~shares~~British ~~exercised~~Virgin ~~their~~Islands ~~right~~and todomesticated ~~redeem~~as ~~such~~a ~~public~~Delaware ~~shares for~~corporation. As a ~~pro~~result, ~~rata~~the ~~portion~~Company is ofno ~~the~~longer ~~Trust~~a ~~Account.~~company ~~The~~incorporated ~~Company~~in ~~paid~~the ~~cash~~British inVirgin Islands, and the ~~aggregate~~ordinary ~~amount~~shares ofconverted ~~$64,070,650,~~into orcommon ~~approximately~~stocks with $100.540001 ~~per~~par ~~share,~~value toper ~~redeeming shareholders~~share.

OnAs ~~May~~a 14result, ~~2019,~~right ~~prior~~before to the Closing, the Company ~~continued~~had ~~out~~1,955,246 shares of ~~the~~common ~~British~~stock ~~Virgin~~issued ~~Islands~~ and ~~domesticated~~outstanding, asand aimmediately ~~Delaware~~following ~~corporation.~~the ~~As a result~~Closing, the ~~Company is~~Rights nothat ~~longer~~were aissued ~~company incorporated~~ in the ~~British~~Company’s ~~Virgin~~Initial ~~Islands,~~Public Offering and ~~the~~Private ~~ordinary~~Placement ~~shares~~automatically converted ~~common~~into ~~stocks~~646,955 ~~with $0.0001 par~~common ~~value~~shares ~~per~~of ~~share~~the Company.

As a result, right before the Closing, the Company had 1,955,246 shares of common stock issued and outstanding, and immediately following the Closing, the Rights that were issued in the Company’s Initial Public Offering and Private Placement automatically converted into 646,955 common shares of the Company.10

At the Closing, the Company ~~issued~~ issued 8,165,377 common shares to holders of Xynomic Pharma’s ordinary shares and 34,695,395 common shares to holders of ~~Xynomic~~ Xynomic Pharma’s convertible preferred shares as the Merger Consideration Shares. At the same time, the Company issued 755,873 ~~common~~ common shares as the Backstop Shares to Yinglin Mark XU and Bison Capital for $7,672,111 considerations, which consisted of $4,971,358 cash consideration from Mark Yinglin XU, conversion of $2,560,753 loans Mark Yinglin XU made to Xynomic Pharma, and conversion of $140,000 loans Bison Capital made to the company.

At the Closing, Bison Capital ~~converted~~ converted the promissory notes of $500,000 into 50,000 common shares of the Company, and the Right attached to the notes into 5,000 common shares of the Company.

As of ~~June~~September 30, 2019, there were 46,273,846 shares of common stock issued and outstanding.

12Warrants — The Company issued warrants in its Initial Public Offering (“Public Warrants”) and Private Placement (“ Private Warrants”) in June 2017. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. Each whole Public Warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share. The Public Warrants will become exercisable upon the consummation of a Business Combination. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public Warrants is not effective within 120 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

~~11.~~The ~~LOSS~~Private ~~PER~~Warrants ~~SHARE~~are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except the Private Warrants are exercisable for cash (even if a registration statement covering the ordinary shares issuable upon exercise of such Private Warrants is not effective) or on a cashless basis, at the holder’s option, and are not be redeemable by the Company, in each case so long as they are still held by the Initial Shareholders or their affiliates.

~~Basic~~The ~~and~~Company ~~diluted~~may ~~net~~call ~~loss~~the ~~per~~warrants for ~~share~~redemption ~~for~~(excluding ~~each~~the Private Warrants, but including any outstanding warrants issued upon exercise of the unit purchase ~~periods~~option ~~presented~~issued ~~are~~to ~~calculated~~EarlyBirdCapital), asin ~~follow~~whole and not in part, at a price of $0.01 per warrant:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2018			2019			2018			2019
Numerator:
Net loss attributable to ordinary shareholders	$	(4,808,753	)	$	(3,051,753	)	$	(5,524,999	)	$	(918,894,286	)
Denominator:
Weighted average number of ordinary shares-basic and diluted		42,860,772			44,623,568			42,860,772			43,747,040
Net loss per share-basic and diluted	$	(0.11	)	$	(0.07	)	$	(0.13	)	$	(0.43	)

	●	at any time while the Public Warrants are exercisable,

	●	upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder,

	●	if, and only if, the reported last sale price of the ordinary shares equals or exceeds $24.00 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to Public Warrant holders, and

	●	if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

~~When~~If the ~~dividends~~Company tocalls ~~preferred shares~~the ~~are~~Public ~~not~~Warrants for ~~fully paid~~redemption, ~~the~~management ~~ordinary~~will ~~shares~~have ~~holders~~the ~~shall~~option ~~not~~to ~~participate~~require ~~in undistributed earnings. If~~ all ~~dividends to preferred shares~~ holders ~~are~~that ~~fully~~wish ~~paid,~~to ~~the~~exercise ~~holders of~~ the ~~preferred~~Public ~~shares~~Warrants ~~and~~to ~~the~~do ~~holders~~so ~~of the ordinary shares participate in undistributed earnings~~ on a “cashless ~~pro rata~~ basis,” as ifdescribed in the ~~preferred~~warrant ~~shares had been converted into ordinary shares~~agreement.

AsThe aexercise ~~result~~price ofand ~~the~~number ~~Group’s~~of ~~net~~ordinary ~~loss~~shares ~~for~~issuable upon exercise of the ~~three~~warrants ~~and~~may ~~six~~be ~~months~~adjusted ~~ended~~in ~~June~~certain ~~30,~~circumstances ~~2018~~including ~~and~~in ~~2019~~the event of a stock dividend, ~~preferred~~extraordinary ~~shares~~dividend ~~and~~or ~~options~~recapitalization, ~~outstanding~~reorganization, inmerger or consolidation. However, the ~~respective periods~~warrants ~~were~~will ~~excluded~~not ~~from~~be adjusted ~~the~~for ~~calculation~~issuances of ~~diluted~~ordinary ~~loss~~shares ~~per~~at ~~share~~a asprice ~~their~~below ~~inclusion~~its ~~would~~exercise ~~have~~price. ~~been~~Additionally, ~~anti-dilutive~~in no event will the Company be required to net cash settle the warrants.

~~12.~~No ~~LICENSES~~warrant ~~ARRANGEMENT~~was exercised since issuance and there was 3,259,779 warrants outstanding as of September 30, 2019.

~~License~~11. ~~agreement with~~LOSS ~~Pharmacyclics~~PER ~~LLC (“Pharmacyclics”)~~SHARE

InBasic ~~February 2017, the Group entered into a license agreement with Pharmacyclics, under which the Group obtained an exclusive~~ and ~~worldwide~~diluted ~~license~~net orloss ~~sublicense under~~per ~~certain~~share ~~patents~~for ~~and~~each ~~know-how~~ of ~~Pharmacyclics~~the toperiods ~~develop,~~presented ~~manufacture~~are ~~and~~calculated ~~commercialize Pharmacyclics’s HDAC inhibitor, also known~~ as ~~Abexinostat, for all human and non-human diagnostic, prophylactic, and therapeutic uses.~~follow:

Under the terms of the agreement, the Group made upfront payments of US$3.5 million in 2017 and 1st milestone payment of US$3.5 million in 2018 to Pharmacyclics which were recorded as research and development expenses in 2017 and 2018, respectively. In addition, the Group is obligated to pay the following development and regulatory milestone payments: 1) 2nd milestone payment of US$6,500,000 upon regulatory approval for the first indication for a licensed product in China or in the United States; 2) 3rd milestone payment of US$4,000,000 upon regulatory approval for the second indication for a licensed product in China or in the United States.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2018			2019			2018			2019
Numerator:
Net loss attributable to ordinary shareholders	$	(3,311,681	)	$	(4,977,149	)	$	(8,836,680	)	$	(23,871,435	)
Denominator:
Weighted average number of ordinary shares-basic and diluted		42,860,772			46,273,846			42,860,772			44,598,564
Net loss per share-basic and diluted	$	(0.08	)	$	(0.11	)	$	(0.21	)	$	(0.54	)

In addition, the Group will pay to Pharmacyclics royalties at a flat high-teen percentage rate on the net sales of the licensed products. The Group shall have no obligation to pay any royalty with respect to net sales of any licensed product in any country or other jurisdiction after the royalty term for such licensed product in such country or other jurisdiction has expired.11

~~The~~When ~~license agreement with Pharmacyclics will remain in effect until~~ the ~~expiration~~dividends ofto ~~the royalty term and may be early terminated by either party for the other party’s~~preferred ~~uncured~~shares ~~material~~are ~~breach,~~not ~~bankruptcy,~~fully ~~insolvency~~paid, ~~or similar event. Pharmacyclics has~~ the ~~right~~ordinary toshares ~~terminate~~holders ~~the~~shall ~~agreement~~not ifparticipate ~~the Group~~in ~~challenge~~undistributed ~~Pharmacyclics’~~earnings. ~~patents~~If orall ~~fails~~dividends ~~its diligent obligations~~ to ~~develop or commercialize the licensed product~~preferred ~~pursuant~~shares toholders ~~the~~are ~~license~~fully ~~agreement with Pharmacyclics. In addition~~paid, the ~~Group~~holders ~~may~~of ~~terminate this agreement for convenience with advance written notice to Pharmacyclics. In~~ the ~~event~~preferred ~~this~~shares license agreement is terminated for any reason other than Pharmacyclics’ material breach, the Group will be responsible for continuing, at its cost for up to six months, to conduct clinical studies it conducts at the termination and ~~transfer~~ the ~~control~~holders of the ~~clinical~~ordinary ~~studies~~shares toparticipate ~~Pharmacyclics.~~in Ifundistributed earnings ~~such~~on ~~transfer~~a ispro ~~expressly~~rata ~~prohibited by~~basis, aas ~~regulatory~~if ~~authority,~~ the ~~Group~~preferred ~~will~~shares ~~continue~~had tobeen ~~conduct~~converted ~~such~~into ~~clinical~~ordinary ~~studies to completion, at the Group’s cost~~shares.

13As a result of the Group’s net loss for the three and nine months ended September 30, 2018 and 2019, preferred shares and options outstanding in the respective periods were excluded from the calculation of diluted loss per share as their inclusion would have been anti-dilutive.

~~Patent~~12. ~~assignment~~LICENSES ~~and licensing agreement with Boehringer Ingelheim International GMBH (“BII”) (XP-102)~~ARRANGEMENT

InLicense ~~August 2017, the Group entered into a Patent assignment and licensing~~ agreement with ~~BII,~~Pharmacyclics ~~under~~LLC which the Group accepts the assignment and transfer of the patents and know-how of BII to exclusively develop, manufacture and commercialize BII’s Pan-RAF Inhibitor BI 882370, also known as Dabrafenib, for the diagnosis, prevention or treatment of any and all diseases or conditions in humans or animals. BII retains the exclusive right to use the licensed compound to conduct internal preclinical research.(“Pharmacyclics”)

~~Under~~In ~~the~~February ~~terms~~2017, of the ~~agreement,~~Group ~~the~~entered ~~Group~~into ~~made~~a ~~upfront~~license ~~payments~~agreement towith ~~BII~~Pharmacyclics, ~~totaling~~under ~~US$0.3 million~~ which ~~was recorded as a research and development expense in 2017. In addition,~~ the Group isobtained ~~obligated~~an toexclusive ~~pay the following development~~ and ~~regulatory~~worldwide ~~milestone~~license ~~payments:~~or ~~1) 1st milestone payment~~sublicense ofunder ~~US$~~certain ~~1,700,000~~patents ~~upon~~and ~~first~~know-how ~~dosing~~ of aPharmacyclics ~~patient~~to indevelop, ~~Phase~~manufacture Iand ~~Clinical~~commercialize ~~Trial~~Pharmacyclics’s inHDAC ~~the US or China; 2) 2nd milestone payment of US$ 4~~inhibitor,~~000,000~~ ~~upon~~also ~~first~~known ~~dosing~~as ~~of a patient in a pivotal Phase III Clinical Trial in the first indication in the US or China; 3) 3rd milestone payment of US$2~~Abexinostat,~~000,000~~ ~~upon~~for ~~first~~all ~~dosing~~human ofand anon-human ~~patient in a pivotal Phase III Clinical Trial in a second indication in the US or China; 4) 4th milestone payment of US$ 7~~diagnostic,~~000,000~~ ~~upon the grant of the first marketing authorization of the first indication in the US; 5) 5th milestone payment of US$3~~prophylactic,~~000,000~~ ~~upon~~and ~~the~~therapeutic ~~grant of the first marketing authorization of the first indication in China~~uses.

~~In addition,~~Under the ~~Group~~terms ~~will~~of ~~pay~~the ~~royalties~~agreement, the atGroup amade ~~certain~~upfront ~~percentage~~payments of ~~the~~ ~~net sales~~US$3.5 ~~The~~million ~~royalty~~in ~~term~~2017 ~~commences~~and ~~from~~1st ~~the~~milestone ~~first~~payment ~~commercial sale~~ of ~~such~~US$3.5 ~~licensed~~million ~~product~~ in ~~such~~2018 ~~country~~to ~~until the~~Pharmacyclics ~~later~~which ofwere ~~(i)~~recorded ~~the~~as ~~date~~research onand ~~which~~development ~~such~~expenses ~~licensed~~in ~~product~~2017 isand no2018, ~~longer~~respectively. ~~covered~~In byaddition, athe ~~valid~~Group ~~claim~~is ofobligated to pay the ~~assigned~~following ~~patents~~development and ~~assigned~~ ~~invention,~~regulatory ~~(ii)~~milestone ~~the~~payments: ~~expiration~~1) of2nd ~~regulatory~~milestone ~~exclusivity~~payment of ~~the licensed product in such country~~US$6,500,000 orupon ~~(iii)~~regulatory ~~the tenth~~approval ~~anniversary~~for of the first ~~launch~~indication offor ~~the~~a ~~respective~~ licensed product in ~~the~~China ~~country,~~or ~~provided~~in the ~~licensed~~United ~~know-how~~States; is2) ~~still proprietary,~~3rd ormilestone ~~such~~payment ~~licensed~~of ~~know-how~~US$4,000,000 isupon regulatory noapproval ~~longer~~for ~~proprietary~~the ~~owing~~second toindication for a ~~breach~~licensed ofproduct ~~its~~in ~~confidentiality obligations~~China or in the United States.

~~The~~In addition, the Group ~~has~~will pay to Pharmacyclics royalties at a flat high-teen percentage rate on the ~~right~~net tosales ~~terminate~~of ~~this~~the ~~agreement~~licensed products. The Group shall byhave ~~providing~~no ~~BII~~obligation to pay any royalty with ~~written~~respect ~~notice~~to net sales of any licensed product in any country or other jurisdiction after the royalty term for such licensed product in such country or other jurisdiction has expired.

~~License~~The license agreement with ~~BII~~Pharmacyclics will ~~(XP-105)~~remain in effect until the expiration of the royalty term and may be early terminated by either party for the other party’s uncured material breach, bankruptcy, insolvency, or similar event. Pharmacyclics has the right to terminate the agreement if the Group challenge Pharmacyclics’ patents or fails its diligent obligations to develop or commercialize the licensed product pursuant to the license agreement with Pharmacyclics. In addition, the Group may terminate this agreement for convenience with advance written notice to Pharmacyclics. In the event this license agreement is terminated for any reason other than Pharmacyclics’ material breach, the Group will be responsible for continuing, at its cost for up to six months, to conduct clinical studies it conducts at the termination and transfer the control of the clinical studies to Pharmacyclics. If such transfer is expressly prohibited by a regulatory authority, the Group will continue to conduct such clinical studies to completion, at the Group’s cost.

InPatent ~~December~~assignment ~~2018,~~and ~~Xynomic entered~~licensing ~~into a license~~ agreement with ~~BII~~Boehringer ~~for~~Ingelheim ~~the~~International ~~worldwide~~GMBH ~~exclusive rights to develop and commercialize XP-105~~ (~~also known as BI 860585~~“BII”) ~~for~~ ~~all human and non~~(XP-~~human diagnostic, prophylactic, and therapeutic uses.~~102)

~~Under~~In ~~the~~August ~~terms of the agreement~~2017, as ~~of June 30, 2019~~ the Group ~~was~~entered into ~~obligated~~a toPatent ~~make~~assignment ~~upfront~~and ~~payments~~licensing toagreement with BII, ~~totaling~~under ~~US$1 million~~ which ~~was~~the ~~recorded~~Group asaccepts ~~a research and development expense for~~ the ~~year~~assignment ~~ended December 31, 2018~~ and ~~was~~transfer ~~included~~of inthe ~~accrued expenses~~ patents and ~~other~~know-how ~~current liabilities as~~ of ~~December~~BII ~~31,~~to ~~2018.~~exclusively ~~In addition~~develop, ~~the~~manufacture ~~Group~~and iscommercialize ~~obligated~~BII’s toPan-RAF ~~pay~~Inhibitor ~~the~~BI ~~following~~882370, ~~development~~also ~~and regulatory milestone payments:~~known 1)as ~~1st~~Dabrafenib, ~~milestone~~for ~~payment~~the ~~of US$7~~diagnosis,~~000,000~~ ~~upon~~prevention ~~first~~or ~~dosing~~treatment of aany ~~patient~~and inall ~~Phase~~diseases II or ~~Phase~~conditions ~~III~~in ~~Clinical~~humans ~~Trial~~or inanimals. ~~the~~BII ~~first indication~~retains ~~either~~the ofexclusive ~~which~~right ~~is intended~~ to beuse ~~a pivotal trial; 2) 2nd milestone payment of US$10,000,000 upon~~ the ~~grant~~licensed ofcompound ~~the~~to ~~first~~conduct ~~Marketing Authorization~~internal ofpreclinical ~~the first indication~~research.

14Under the terms of the agreement, the Group made upfront payments to BII totaling US$0.3 million which was recorded as a research and development expense in 2017. In addition, the Group is obligated to pay the following development and regulatory milestone payments: 1) 1st milestone payment of US$ 1,700,000 upon first dosing of a patient in Phase I Clinical Trial in the US or China; 2) 2nd milestone payment of US$ 4,000,000 upon first dosing of a patient in a pivotal Phase III Clinical Trial in the first indication in the US or China; 3) 3rd milestone payment of US$2,000,000 upon first dosing of a patient in a pivotal Phase III Clinical Trial in a second indication in the US or China; 4) 4th milestone payment of US$ 7,000,000 upon the grant of the first marketing authorization of the first indication in the US; 5) 5th milestone payment of US$3,000,000 upon the grant of the first marketing authorization of the first indication in China.

In addition, the Group will ~~pay~~ pay royalties at a certain percentage of the net sales. The royalty term commences from the first commercial sale of such licensed product in such country until the later of (i) the date on which such licensed product is no longer covered by a valid claim of the ~~licensed~~assigned patents and assigned invention, (ii) the expiration of regulatory exclusivity of the licensed product in such country, or (iii) the tenth anniversary of the first launch of the respective licensed product in the country ~~in the indication~~, provided the licensed know-how is still proprietary, or such licensed know-how is no longer proprietary owing to a breach of its confidentiality obligations.

The Group has the right to terminate this agreement by providing BII with written notice.

~~13.~~License ~~COMMITMENTS~~agreement ~~AND~~with ~~CONTINGENCIES~~BII (XP-105)

(In December 2018, Xynomic entered into a license agreement with BII for the worldwide exclusive rights to develop and commercialize XP-105 (also known as BI 860585) for ~~Lease~~all ~~commitments~~human and non-human diagnostic, prophylactic, and therapeutic uses.

~~The Group entered into non-cancelable operating leases, primarily for office space, for initial terms of~~ 12 ~~to 36 months. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease.~~

~~Future~~Under ~~minimum~~the ~~lease~~terms of the agreement, as of September 30, 2019 the Group was obligated to make upfront payments to BII totaling US$1 million which was recorded as a ~~under~~research ~~non-cancelable~~and ~~operating~~development ~~leases~~expense ~~with~~for ~~remaining~~the ~~lease~~year ~~terms~~ended December 31, 2018 and was included in ~~excess~~accrued ofexpenses ~~one~~and ~~year~~other current liabilities as of ~~June~~December 31, 2018 and September 30, 2019. ~~are~~In addition, the Group is obligated to pay the following development and regulatory milestone payments: 1) 1st milestone payment of US$7,000,000 upon first dosing of a patient in Phase II or Phase III Clinical Trial in the first indication either of which is intended to be a pivotal trial; 2) 2nd milestone payment of US$10,000,000 upon the grant of the first Marketing Authorization of the first indication.

	Minimum Lease Payment Amount
Year ending June 30, 2019,
2020	$	241,099
2021		236,467
2022		129,658
	$	607,224

In addition, the Group will pay royalties at a certain percentage of the net sales. The royalty term commences from the first commercial sale of such licensed product in such country until the later of (i) the date on which such licensed product is no longer covered by a valid claim of the licensed patents, (ii) the expiration of regulatory exclusivity of the licensed product in such country, or (iii) the tenth anniversary of the first launch of the respective licensed product in the country in the indication, provided the licensed know-how is still proprietary, or such licensed know-how is no longer proprietary owing to a breach of its confidentiality obligations.

~~Rental~~The ~~expenses~~Group ~~for~~has ~~operating leases for~~ the ~~three~~right ~~months~~to ~~ended June 30, 2018 and 2019 were US$24,249 and US$98,434, respectively. Rental expenses for operating~~terminate ~~leases~~this ~~for~~agreement ~~the~~by ~~six~~providing ~~months~~BII ~~ended~~with ~~June~~written ~~30, 2018 and 2019 were US$40,275 and US$146,598, respectively~~notice.

~~(b)~~13. ~~Registration~~COMMITMENTS ~~Rights~~AND CONTINGENCIES

~~Upon the Closing, the Company entered into an amended and restated registration rights agreement with certain existing investors of Bison~~ (including its sponsor), Mark Yinglin Xu (together with his assignee, the “Backstop Investor”) and the Sellers. Pursuant to this registration rights agreement, the Company has agreed to register for resale under the Securities Act of 1993, as amended (1) all or any portion of the 1,509,375 shares of common stock of Bison issued to certain existing investors (the “Founder Shares”), (2) 432,063 private units issued by Bison to certain existing investors in conjunction with the consummation of its initial public offering (the “Private Units”), (3) any private units which may be issued by Bison in payment of working capital loans made to Bison (the “Working Capital Units”, together with Founder Shares, Private Units, the “Existing Registrable Securities”), (4) the Backstop Shares, and (5) the Merger Consideration Share (the “Newly Issued Shares”). The Backstop Shares, Newly issued Shares and the Existing Registrable Securities and any securities of Bison issued as a ~~dividend or distribution with respect thereto or in exchange therefor are referred as the “Registrable Securities”. At any time and from time to time on or after (i~~) ~~the~~Lease one month anniversary of the Closing with respect to the Private Units or Working Capital Units, (ii) three months prior to the release of the Founder Shares under the terms of a certain escrow agreement; (iii) the Closing Date with respect to the Backstop Shares, or (iv) nine months after the Closing with respect to the Newly Issued Shares, the holders of a majority of (i) all of the Existing Registrable Securities, (ii) all of the Backstop Shares, or (iii) all of the Newly Issued Shares, calculated on an as-converted basis, may make a written demand for registration under the Securities Act of all or part of their Registrable Securities, and other holders of the Registrable Securities will be entitled to join in such demand registration, provided that the Company shall not be obliged to effect more than two demand registrations in any one year period or more than an aggregate of three demand registrations.commitments

~~Subject~~The toGroup ~~certain~~entered ~~exceptions,~~into ifnon-cancelable atoperating ~~any~~leases, ~~time~~primarily onfor oroffice ~~after the Closing~~space, ~~the~~for ~~Company~~initial ~~proposes~~terms toof ~~file~~12 ~~a registration statement under the Securities Act with respect~~ to an36 ~~offering~~months. ofMinimum ~~equity~~rent ~~securities,~~payments under ~~the~~operating ~~Registration~~leases are ~~Rights~~recognized ~~Agreement,~~on ~~the~~a ~~Company~~straight-line ~~shall~~basis ~~give~~over ~~written notice of such proposed filing to~~ the ~~holders~~term of the ~~Registrable Securities and offer them an opportunity to register the sale of such number of Registrable Securities as such holders may request in writing, subject to customary cut-backs~~lease.

InFuture ~~addition,~~minimum ~~subject~~lease ~~to certain exceptions,~~payments ~~the~~under ~~holders of a majority of (i) all of the Existing Registrable Securities, (ii) all of the Backstop Shares, or (iii) all of the Newly Issued Shares, calculated on an as~~non-~~converted~~cancelable ~~basis,~~operating ~~are~~leases ~~entitled~~with ~~under~~remaining ~~the~~lease ~~Registration~~terms ~~Rights Agreement to request~~ in ~~writing that~~excess ~~the Company register the resale~~ of ~~any~~one oryear ~~all~~as of ~~such~~September ~~Registrable~~30, ~~Securities~~2019 ~~on Form S-3 or any similar short-form registration that may be available at such time.~~are:

The Company agrees to use commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the registration rights described above as expeditiously as practicable. In addition, the Company agrees to use reasonable best efforts to cause registration with respect to the Backstop Shares to be declared effective no later than one-hundred and eighty (180) days following the Closing Date.

	Minimum Lease Payment Amount
Year ending September 30, 2019,
2020	$	246,282
2021		216,257
2022		79,322
	$	541,861

15Rental expenses for operating leases for the three months ended September 30, 2018 and 2019 were US$34,639 and US$75,909, respectively. Rental expenses for operating leases for the nine months ended September 30, 2018 and 2019 were US$74,914 and US$222,507, respectively.

(cb) ~~Other~~Registration ~~commitments~~Rights

~~The~~Upon ~~Group~~the isClosing, athe ~~party~~Company entered into an amended and restated registration rights agreement with certain existing investors of Bison (including its sponsor), Mark Yinglin Xu (together with his assignee, the “Backstop Investor”) and the Sellers. Pursuant to this registration rights agreement, the Company has agreed to register for resale under the Securities Act of 1993, as amended (1) all or ~~assignee~~any portion of ~~license~~the ~~and~~1,509,375 ~~collaboration~~shares ~~agreements~~of ~~that~~common ~~may~~stock ~~require~~of itBison issued to ~~make~~certain ~~future~~existing ~~payments~~investors ~~relating~~(the “Founder Shares”), (2) 432,063 private units issued by Bison to ~~milestone~~certain ~~fees~~existing investors in conjunction with the consummation of its initial public offering (the “Private Units”), (3) any private units which may be issued by Bison in payment of working capital loans made to Bison (the “Working Capital Units”, together with Founder Shares, Private Units, the “Existing Registrable Securities”), (4) the Backstop Shares, and ~~royalties~~(5) the Merger Consideration Share (the “Newly Issued Shares”). The Backstop Shares, Newly issued Shares and the Existing Registrable Securities and any securities of Bison issued as a dividend or distribution with respect thereto or in exchange therefor are referred as the “Registrable Securities”. At any time and from time to time on or after (i) the one month anniversary of the Closing with respect to the Private Units or Working ~~future~~Capital ~~sales~~Units, (ii) three months prior to the release of ~~licensed~~the ~~products~~Founder Shares under the terms of a certain escrow agreement; (~~Note~~iii) the 12Closing Date with respect to the Backstop Shares, or (iv) nine months after the Closing with respect to the Newly Issued Shares, the holders of a majority of (i) all of the Existing Registrable Securities, (ii) all of the Backstop Shares, or (iii) all of the Newly Issued Shares, calculated on an as-converted basis, may make a written demand for registration under the Securities Act of all or part of their Registrable Securities, and other holders of the Registrable Securities will be entitled to join in such demand registration, provided that the Company shall not be obliged to effect more than two demand registrations in any one year period or more than an aggregate of three demand registrations.

~~(d) Legal contingencies~~13

OnSubject ~~July~~to ~~12,~~certain ~~2019~~exceptions, if ~~one~~at ofany ~~the~~time ~~Contract~~on ~~Research~~or ~~Organizations~~after (the ~~“Plaintiff”)~~Closing, ~~of Xynomic Pharma filed a complaint in~~ the ~~Complex~~Company ~~Commercial~~proposes ~~Litigation~~to ~~Division~~file ofa ~~the~~registration ~~Superior~~statement ~~Court~~under of the ~~State~~Securities ofAct ~~Delaware~~with ~~against Xynonmic~~respect ~~Pharma~~to ~~for~~an ~~breach~~offering of aequity ~~contract~~securities, under ~~which~~the ~~Xynomic~~Registration ~~Pharma~~Rights ~~engaged~~Agreement, the ~~Plaintiff~~Company toshall ~~provide~~give ~~services~~written ~~relating~~notice toof ~~drug~~such ~~development~~proposed ~~research,~~filing ~~and Xynomic Pharma allegedly failed~~ to ~~pay~~ the ~~amount~~holders ~~due~~of to the ~~Plaintiff~~Registrable ~~for~~Securities ~~the~~and ~~services~~offer ~~performed.~~them ~~The~~an ~~Plaintiff seeks~~opportunity ~~$6,992,068~~to ~~from~~register ~~Xynomic~~the ~~Pharma,~~sale ~~plus~~of ~~interest~~such atnumber ~~the~~of ~~contract~~Registrable Securities ~~rate~~as ofsuch 1%holders ~~per~~may ~~month.~~request ~~Xynomic~~in ~~Pharma~~writing, ~~must~~subject ~~respond~~ to ~~the~~customary ~~complaint by August 19, 2019~~cut-backs.

AsIn addition, subject to certain exceptions, the holders of ~~June~~a ~~30,~~majority ~~2019~~of (i) all of the Existing Registrable Securities, ~~Xynomic~~(ii) ~~Pharma~~all ~~had~~of $7the Backstop Shares,~~078,037~~ ~~payable~~or to(iii) all of the ~~Plaintiff~~Newly Issued Shares, ~~including~~calculated ~~$273~~on an as-converted basis,~~467 accrued interest~~ ~~according~~are entitled under the Registration Rights Agreement to request in writing that the ~~contract~~Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration that may be available at such time.

14The Company agrees to use commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the registration rights described above as expeditiously as practicable. ~~RELATED~~In ~~PARTY~~addition, ~~TRANSACTIONS~~the Company agrees to use reasonable best efforts to cause registration with respect to the Backstop Shares to be declared effective no later than one-hundred and eighty (180) days following the Closing Date.

(ac) ~~Amount~~Other ~~due to shareholders~~commitments

i)The ~~Payable~~Group ~~due~~is a party to aor ~~shareholder~~assignee of license and collaboration agreements that may require it to make future payments relating to milestone fees and royalties on future sales of licensed products (Note 12).

~~For~~(d) ~~the~~Legal three months ended June 30, 2018 and 2019, Yinglin Mark Xu, the founder and CEO of Xynomic Pharma, advanced US$38,683 and US$130,335, respectively, to Xynomic Pharma to fund its operation. For the six months ended June 30, 2018 and 2019, Yingling Mark XU advanced US$536,905 and US$543,296, respectively.contingencies

AtOn July 12, 2019, one of the ~~Closing~~Contract Research ~~date~~Organizations (the “Plaintiff”) of Xynomic Pharma filed a complaint in the Complex Commercial Litigation Division of the Superior Court of the State of Delaware against Xynonmic Pharma for breach of a contract under which Xynomic Pharma engaged the Plaintiff to provide services relating to drug development research, and Xynomic Pharma allegedly failed to pay the amount due to ~~Yingling~~the ~~Mark~~Plaintiff XUfor ~~was~~the services performed. The Plaintiff seeks $26,~~560~~992,~~754~~068 ~~and~~from ~~was~~Xynomic ~~fully~~Pharma, ~~converted~~plus interest at the contract rate of 1% per month. Xynomic Pharma responded to bethe ~~part~~complaint on August 19, 2019. On October 31, 2019, the Plaintiff filed Amended Complaint and seeks an updated amount of $7,617,316.60 from Xynomic Pharma, plus interest at the ~~consideration~~contract rate of 1% per month. Xynomic Pharma should respond to ~~purchase~~the ~~Backstop~~Amended ~~Shares~~Complaint by November 22, 2019.

As of ~~December~~September ~~31, 2018 and June~~ 30, 2019, ~~the~~Xynomic Pharma ~~amount~~had ~~due~~$8,209,278 payable to ~~Yinglin~~the ~~Mark~~Plaintiff, XUincluding ~~was US~~$2463,~~008,936~~555 ~~and~~accrued ~~US$0,~~interest ~~respectively~~according to the contract.

~~ii)~~14. ~~Services~~RELATED ~~purchased~~PARTY ~~from a company affiliated with a shareholder~~TRANSACTIONS

~~Eigenbridge, Inc.,~~ (a) ~~company~~Amount affiliated with Yong Cui, one of Xynomic Pharma’s shareholders and Vice President of Chemistry, Manufacturing and Controls, entered into a contractor agreement with Xynomic Pharma on February 26, 2017. Pursuant to the agreement, Eigenbridge, Inc., provided specialized advisory services to Xynomic Pharma. Xynomic Pharma recognized general and administrative of US$52,723 and US$0 for the three months ended June 30, 2018 and 2019, respectively. Xynomic Pharma recognized general and administrative of US$52,723 and US$25,908 for the six months ended June 30, 2018 and 2019, respectively. The amount due to ~~Eigenbridge, Inc., were US$80,640 and US$0 as of December 31, 2018 and June 30, 2019, respectively.~~shareholders

~~iii~~i) ~~Advances~~Payable ~~from~~due ~~and interest payable~~ to a shareholder

OnFor ~~May~~the 2,three ~~2018,~~months asended ~~one of the~~September ~~potential~~30, ~~investors~~2018 ofand ~~Series B financing~~2019, ~~Zhongshan~~Yinglin ~~Bison~~Mark ~~Healthcare~~Xu, ~~Investment~~the ~~Limited~~founder ~~(Limited~~and ~~Partnership)~~CEO ~~(“Zhongshan Bison”)~~of ~~entered into a loan agreement with~~ Xynomic ~~Pharmaceuticals (Nanjing) Co.~~Pharma, ~~Ltd.~~advanced ~~(“Xynomic Nanjing”). On May 13~~US$67,805 ~~2018,~~and ~~Zhongshan Bison made an advance of RMB9,435,000 (equivalent to~~ US$127,~~425~~954,~~959)~~ torespectively, ~~fund the operations and business~~to ~~development of~~ Xynomic ~~Nanjing.~~Pharma ~~Zhongshan Bison is entitled~~ to ~~withdraw~~fund ~~the~~its ~~advance~~operation. ~~within~~For ~~5 business days after Zhongshan Bison paid~~ the ~~first~~nine ~~investment~~months ofended ~~Series~~September ~~B financing~~30, or2018 ~~if current shareholders~~ and ~~investors~~2019, ~~fail~~Yingling toMark ~~subscribe~~XU ~~shares~~advanced ~~of the Series~~US$604,710 Band ~~financing~~US$565,703, ~~within 6 months~~respectively.

16At the Closing date, the amount due to Yingling Mark XU was $2,560,754 and was fully converted to be part of the consideration to purchase Backstop Shares.

OnAs ~~August~~of 16December 31, 2018, ~~Zhongshan~~and September ~~Bison~~30, ~~became~~2019, ~~one~~the ofamount ~~the~~due ~~Series~~to BYinglin ~~Preferred~~Mark ~~Shareholders~~XU was US$2,008,936 and US$27,480, respectively, which was included in amount due to shareholders.

Onii) ~~August~~Services ~~23,~~purchased ~~2018,~~from ~~Xynomic Nanjing entered into~~ a ~~termination~~company ~~agreement~~affiliated ~~for~~with ~~the advance from Zhongshan Bison. Xynomic Nanjing is required to~~ a) repay RMB1,800,000 of the advance from Zhongshan Bison within 2 days after signing the agreement; and b) repay the remaining RMB7,635,000 of the advance from Zhongshan Bison and interest accrued at annual interest rate of 8% from signing the agreement within six months from the date of the termination agreement.shareholder

OnEigenbridge, ~~August 23~~Inc., ~~2018~~a company affiliated with Yong Cui, one of Xynomic ~~Nanjing~~Pharma’s shareholders and Vice President of Chemistry, Manufacturing and Controls, ~~repaid~~entered ~~RMB1~~into a contractor agreement with Xynomic Pharma on February 26,~~800~~ 2017. Pursuant to the agreement,~~000~~ ~~(equivalent~~Eigenbridge, Inc., provided specialized advisory services to Xynomic Pharma. Xynomic Pharma recognized general and administrative of US$~~262~~97,~~743)~~849 ofand US$0 for the ~~advance~~three ~~from~~months ~~Zhongshan~~ended ~~Bison~~September 30, 2018 and 2019, respectively. AsXynomic Pharma recognized general and administrative of ~~December~~US$150,572 and 31US$25,908 for the nine months ended September 30, 2018 and 2019, ~~the~~respectively. ~~advance~~The ~~from~~amount ~~Zhongshan Bison~~due ~~was~~to Eigenbridge, Inc., were US$180,~~112~~640 and US$0 as of December 31,~~455~~ 2018 and September 30, 2019, respectively, which was included in amount due to shareholders.

~~On January 21, 2019, Xynomic Nanjing repaid RMB5,064,000 (equivalent to US$747,189~~iii) ofAdvances ~~the advance~~ from ~~Zhongshan Bison. On February 20, 2019, Zhongshan Bison agreed to extend the due date of the remaining advance of RMB2,571,000 (US$383,097)~~ and ~~all accrued~~ interest topayable ~~April 15, 2019. On April 12, 2019, Zhongshan Bison agreed~~ to ~~further~~a ~~extend the due date of the remaining advance of RMB2,571,000 (US$383,097) and all accrued interest to June 30, 2019. On June 30, 2019, the due date was further extended to September 15, 2019.~~shareholder

~~Xynomic~~On ~~Nanjing~~May ~~accrued~~2, ~~interest~~2018, as one of the ~~expense~~potential investors of ~~US$17~~Series B financing,~~723~~ ~~for~~Zhongshan ~~the~~Bison ~~advance~~Healthcare ~~from~~Investment ~~Zhongshan~~Limited (Limited Partnership) (“Zhongshan Bison”) ~~for~~entered ~~the~~into ~~three~~a ~~months~~loan ~~ended~~agreement ~~June~~with 30Xynomic Pharmaceuticals (Nanjing) Co., ~~2019~~Ltd. (“Xynomic Nanjing”). On ~~accrued~~May ~~interest expense~~13, 2018, Zhongshan Bison made an advance of RMB9,435,000 (equivalent to US$321,~~811~~425,959) ~~for~~to fund the ~~advance~~operations ~~from~~and business development of Xynomic Nanjing. Zhongshan Bison ~~for~~is ~~the~~entitled ~~six~~to ~~months~~withdraw ~~ended~~the ~~June~~advance ~~30,~~within ~~2019.~~5 ~~The~~business ~~interest~~days ~~payable~~after to Zhongshan Bison paid ~~was~~the ~~US$31~~first investment of Series B financing,~~697~~ or if current shareholders and ~~US$64,093~~investors asfail ofto ~~December~~subscribe ~~31,~~shares ~~2018~~of ~~and~~the ~~June~~Series B ~~30,~~financing ~~2019,~~within ~~respectively~~6 months.

~~iv) Promissory note to a shareholder~~14

InOn ~~order~~August ~~to finance transaction costs in connection with a Business Combination~~16, ~~Bison Capital or the Company’s officers and directors or their respective affiliates may~~2018, ~~but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).~~Zhongshan If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $500,000 of notes may be converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per unit (the “Working Capital Units”). As of May 14, 2019, Bison ~~Capital has~~became ~~loaned~~one ~~the Company an aggregate~~ of ~~$500,000, which is evidenced by a promissory note, non-interest bearing, unsecured and payable in cash or convertible in Private Units at $10.00 per unit, at Bison Capital’s discretion, on~~ the ~~consummation~~Series ofB aPreferred ~~Business Combination~~Shareholders.

InOn ~~February~~August ~~2019~~23, ~~$100~~2018,~~000~~ ofXynomic ~~loans~~Nanjing ~~from~~entered ~~Bison~~into ~~Capital~~a ~~were~~termination ~~converted~~agreement ~~into~~for ~~convertible~~the ~~promissory~~advance ~~loans~~from ~~and~~Zhongshan isBison. ~~included~~Xynomic inNanjing ~~the~~is ~~$500,000~~required ~~outstanding~~to ~~amount~~a) ~~noted above.~~repay ~~In addition~~RMB1, as 800,000 of ~~June~~the ~~30,~~advance ~~2019,~~from Zhongshan Bison ~~Capital~~within ~~has~~2 ~~loaned~~days ~~the~~after ~~Company~~signing anthe ~~aggregate~~agreement; ~~amount~~and ofb) ~~$404,900~~repay inthe ~~order~~remaining toRMB7,635,000 ~~finance~~of the ~~transaction~~advance ~~costs~~from inZhongshan ~~connection~~Bison ~~with~~and ~~the~~interest ~~Business~~accrued ~~Combination.~~at ~~The~~annual ~~loan~~interest israte ~~non-interest~~of ~~bearing,~~8% ~~unsecured~~from ~~and~~signing ~~due~~the toagreement bewithin ~~paid~~six onmonths from the ~~consummation~~date of athe ~~Business~~termination ~~Combination~~agreement.

AtOn ~~the~~August ~~Closing~~23, ~~Bison~~2018, ~~Capital~~Xynomic ~~converted~~Nanjing repaid ~~the~~RMB1,800,000 (equivalent to US$~~500~~262,~~000~~743) ~~convertible~~of ~~promissory~~the ~~note~~advance tofrom ~~50,000~~Zhongshan ~~common~~Bison. ~~shares~~As of ~~the~~December ~~Company~~31, ~~and~~2018, ~~converted~~ the ~~Right~~advance ~~attached~~from toZhongshan Bison itwas ~~into 5~~US$1,~~000~~112,455, ~~common~~which ~~shares~~was ofincluded ~~the~~in ~~Company~~amount due to shareholders.

17On January 21, 2019, Xynomic Nanjing repaid RMB5,064,000 (equivalent to US$738,311) of the advance from Zhongshan Bison. On February 20, 2019, Zhongshan Bison agreed to extend the due date of the remaining advance of RMB2,571,000 (US$383,097) and all accrued interest to April 15, 2019. On April 12, 2019, Zhongshan Bison agreed to further extend the due date of the remaining advance of RMB2,571,000 (US$360,286) and all accrued interest to September 30, 2019. On June 30, 2019, the due date was further extended to September 15, 2019, and on September 30, 2019, the due date was extended to December 15, 2019. The remaining balance was included in amount due to shareholders as of September 30, 2019.

AtXynomic Nanjing ~~June~~accrued 30interest expense of US$9,767 ~~2019~~for the three and nine months ended September 30, an2018 ~~aggregate~~for the advance from Zhongshan Bison. Xynomic Nanjing accrued interest expense of US$~~404~~17,~~900~~531 isfor ~~owed~~the byadvance from Zhongshan Bison for the ~~Company~~three months ended September 30, 2019 and US$50,342 for the nine months ended September 30, 2019. The interest payable to Zhongshan Bison ~~Capital~~was ~~pursuant~~US$31,697 toand ~~the~~US$78,873 ~~above~~as ~~loans~~of December 31, 2018 and September 30, 2019, respectively, which was included in amount due to shareholders.

(biv) ~~Service~~Promissory ~~purchased~~note ~~from~~to a shareholder

In ~~June~~order ~~2017,~~to ~~the~~finance ~~Group~~transaction costs ~~paid~~in ~~US$295,021 to~~connection ~~Bridge~~with ~~Pharm~~a ~~International~~Business ~~Inc.~~Combination, ~~one~~Bison ofCapital or the Company’s ~~shareholders~~officers and directors or their respective affiliates may, ~~pursuant~~but are not obligated to, 20loan ~~months~~the ~~services~~Company ~~agreement.~~funds ~~Under~~as may be required (the “Working Capital Loans”). ~~agreement~~If the Company completes a Business Combination, ~~Bridge~~the ~~Pharm~~Company ~~International~~would ~~Inc~~repay the Working Capital Loans. ~~provides~~In ~~consulting~~the ~~service,~~event ~~including~~that ~~business~~a ~~development~~Business Combination does not close, ~~screening~~the ~~and~~Company ~~selection~~ may use a portion of ~~contract~~proceeds ~~research~~held ~~organizations~~outside ~~and~~the ~~contract~~Trust ~~manufacturing~~Account ~~organizations~~to ~~and~~repay ~~scouting~~the ~~and~~Working ~~references~~Capital Loans ofbut ~~key~~no ~~scientific~~proceeds ~~and~~held ~~managerial personnel~~in the Trust Account would be used to repay the ~~Group~~Working Capital Loans. Such Working Capital Loans would be evidenced by promissory notes. The ~~Company~~notes ~~recognized~~would ~~general~~either ~~and~~be ~~administrative~~repaid upon consummation of ~~US$44~~a Business Combination,~~915~~ ~~and~~without ~~nil~~interest, or, ~~for~~at the ~~three~~lender’s ~~months~~discretion, ~~ended~~up ~~June 30~~to $500,000 ~~2018~~of ~~and~~notes ~~2019,~~may ~~respectively.~~be ~~The~~converted ~~Company~~upon ~~recognized~~consummation ~~general~~of ~~and~~a ~~administrative~~Business Combination into additional Private Units at a price of US$9310.00 per unit (the “Working Capital Units”). As of May 14,~~968~~ ~~and~~2019, ~~nil~~Bison ~~for~~Capital has loaned the ~~six~~Company ~~months~~an ~~ended June~~aggregate 30of $500,000, ~~2018~~which ~~and~~is ~~2019~~evidenced by a promissory note, ~~respectively.~~non-interest ~~The~~bearing, ~~balance~~unsecured ~~related~~and payable toin ~~the~~cash ~~Bridge~~or ~~Pharm~~convertible ~~International~~in ~~Inc~~Private Units at $10.00 ~~was~~per ~~nil~~unit, asat ofBison ~~December~~Capital’s 31discretion, ~~2018 and~~on ~~June~~the ~~30,~~consummation ~~2019~~of a Business Combination.

~~(c)~~In ~~Administrative~~February ~~Services~~2019, ~~Arrangement~~$100,000 of loans from Bison Capital were converted into convertible promissory loans and is included in the $500,000 outstanding amount noted above. In addition, as of September 30, 2019, Bison Capital has loaned the Company an aggregate amount of $444,900 in order to finance transaction costs in connection with the Business Combination. The loan is non-interest bearing, unsecured and due to be paid on the consummation of a Business Combination.

Bison Capital entered into an agreement whereby, commencing on June 19, 2017 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company will pay Bison Capital $5,000 per month for these services. For the three months ended June 30, 2018 and 2019, the Company incurred $15,000 and $7,500, respectively, in fees for these services. or the six months ended June 30, 2018 and 2019, the Company incurred $27,500 and $22,500, respectively, in fees for these services. At June 30, 2019 and December 31, 2018, $112,500 and $90,000 in administrative fees, respectively, are included in accounts payable and accrued expenses in the accompanying condensed balance sheets.

~~15.~~At ~~SHARE-BASED~~the ~~COMPENSATION~~Closing, Bison Capital converted the $500,000 convertible promissory note to 50,000 common shares of the Company, and converted the Right attached to it into 5,000 common shares of the Company.

~~2018~~At ~~Stock~~September ~~Incentive~~30, ~~Plan~~2019, an aggregate of $404,900 is owed by the Company to Bison Capital pursuant to the above loans.

~~On August 28, 2018, the Board of Directors of Xynomic Pharma approved a resolution to adopt the 2018 Stock Incentive Plan~~ (~~the “2018 Plan”~~b) ~~that provides~~Service ~~for~~purchased ~~the~~from ~~granting~~a of options to selected employees, directors and non-employee consultants to acquire ordinary shares of the Company at exercise prices determined by the Board or the administrator appointed by the Board at the time of grant. Upon this resolution, the Board of Directors and shareholders authorized and reserved 8,908,430 ordinary shares for the issuance under the 2018 Plan. The number of ordinary shares available under the Plan shall increase annually on the first day of each fiscal year, beginning with the second fiscal year following the effective date of this Plan, and continuing until (and including) the fiscal year ending December 31, 2028, with such annual increase equal to the lesser of (i) 3,000,000 ordinary shares, (ii) 5% of the number of ordinary shares issued and outstanding on December 31 of the immediately preceding calendar year, and (iii) an amount determined by the Board. As of December 31, 2018 and June 30, 2019, 8,908,430 and 8,022,384 awards remain available for future grants under the 2018 Plan, respectively.shareholder

~~Under~~In June 2017, the ~~2018~~Group ~~Plan~~paid US$295,021 ~~Xynomic~~to Bridge Pharm International Inc., one of the Company’s shareholders, pursuant to 20 months services agreement. ~~Pharma~~Under ~~granted~~the ~~886~~agreement,~~046~~ ~~ordinary~~Bridge ~~shares~~Pharm International Inc. provides consulting service, including business development, screening and selection of contract research organizations and contract manufacturing organizations and scouting and references of key scientific and managerial personnel to the Group. The Company ~~with~~recognized general and administrative of US$22,276 and nil for the ~~below~~three ~~vesting~~months ended ~~schedule~~September on30, ~~January~~2018 21and 2019, respectively. The Company recognized general and administrative of US$116,244 and nil for the nine months ended September 30, 2018 and 2019:, respectively. The balance related to the Bridge Pharm International Inc. was nil as of December 31, 2018 and September 30, 2019.

~~Granted to an employee~~ (~~100,000 shares~~c): ~~25%~~Administrative ofServices the options is to be vested on April 30, 2019, and 1/48 of the options to be vested each month thereafter. The employee resigned from Xynomic Pharma in May 2019 and the remaining unvested 75% of the options were forfeited.Arrangement

18Bison Capital entered into an agreement whereby, commencing on June 19, 2017 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company will pay Bison Capital $5,000 per month for these services. For the nine months ended September 30, 2019, the Company incurred $22,500 in fees for these services. At September 30, 2019, $114,180 administrative fees are included in amount due to shareholders in the balance sheets. The service was terminated upon the Business Combination.

~~Granted to a non-employee~~ (~~786,046 shares~~d): ~~25%~~Short-term ofloan ~~the~~from ~~options~~a iscompany toaffiliated be vested on August 31, 2019, and 1/48 of the options to be vested each month thereafter, subject to an acceleration vesting schedule that 75% is to be issued upon completion of Xynomic Pharma’s merger with ~~Bison~~a Capital Acquisition Corp, and 25% to be issued in one year after the closing of the merger. The cost of the share options granted to the non-employee was fully recognized at the grant date, as no substantive future services are required. At the Closing, each option to purchase Xynomic stock that was outstanding immediately prior to the Effective Time was assumed by the Company and automatically converted into an option to purchase shares of common stock of the Company.shareholder

~~Summary~~In April 2018, Xynomic Nanjing entered into a short-term loan agreement with Shanghai Jingshu Venture Capital Center (“Shanghai Jingshu”), one of the ~~Share~~potential ~~Option~~investors ~~Activities~~of Series B financing and an entity affiliated with Infinite Fortune Limited, one of the Company’s shareholders, to obtain an interest-free loan of RMB6,000,000 (equivalent to US$906,810) to fund its operations and business development before receiving the investment of Series B financing. The Company is required to return the short-term loan within the earliest of (a) 183 days; or (b) 20 business days after receiving the Shanghai Jingshu’s investment consideration for Series B Preferred Shares. In August 2018, Xynomic Nanjing has fully repaid the loan.

~~The~~15. ~~following~~SHARE-BASED ~~tables summarize the Company’s share option activities for the six months ended June 30, 2019:~~COMPENSATION

				Weighted		Weighted
				average		remaining		Aggregate
	Number of			exercise		contractual		intrinsic
Granted to Employee	shares			price		years		value
				US$				US$
Outstanding at January 1, 2019		-			-				-
Granted		100,000			1.00
Forfeited		(75,000	)		1.00
Outstanding at June 30, 2019		25,000			1.00		9.57		215,050
Exercisable as of June 30, 2019		25,000			1.00		9.57		215,050

2018 Stock Incentive Plan

			Weighted		Weighted
			average		remaining		Aggregate
	Number of		exercise		contractual		intrinsic
Granted to Non-employee	shares		price		years		value
			US$				US$
Outstanding at January 1, 2019		-		-				-
Granted		786,046		0.10
Forfeited		-		-
Outstanding at June 30, 2019		786,046		0.10		9.57		7,433,873
Exercisable as of June 30, 2019		589,535		0.10		9.57		5,578,436

On August 28, 2018, the Board of Directors of Xynomic Pharma approved a resolution to adopt the 2018 Stock Incentive Plan (the “2018 Plan”) that provides for the granting of options to selected employees, directors and non-employee consultants to acquire ordinary shares of the Company at exercise prices determined by the Board or the administrator appointed by the Board at the time of grant. Upon this resolution, the Board of Directors and shareholders authorized and reserved 8,908,430 ordinary shares for the issuance under the 2018 Plan. The number of ordinary shares available under the Plan shall increase annually on the first day of each fiscal year, beginning with the second fiscal year following the effective date of this Plan, and continuing until (and including) the fiscal year ending December 31, 2028, with such annual increase equal to the lesser of (i) 3,000,000 ordinary shares, (ii) 5% of the number of ordinary shares issued and outstanding on December 31 of the immediately preceding calendar year, and (iii) an amount determined by the Board.

NoAt the Closing, each outstanding Xynomic Pharma option (whether vested or unvested) was assumed by the combined entity and automatically converted into options to ~~were~~purchase ~~exercised~~Company ~~during~~common shares (each, an “Assumed Option”), subject to certain adjustments, under the ~~six~~Company’s Incentive ~~months~~Plan. The Company’s Incentive Plan reserved 8,908,430 shares for issuance, and the number of shares reserved for ~~ended~~issuance ~~June~~under 30the Incentive Plan will increase automatically on January 1 of each of 2020 through 2028 by the number of shares equal to the lesser of (i) 3,000,000 ~~2019~~shares of Company common stock, (ii) 5% of the number of shares of Company common stock issued and outstanding on December 31 of the immediately preceding calendar year, and (iii) an amount determined by the board of directors.

~~Management~~As isof ~~responsible~~December ~~for determining~~31, ~~the~~2018 ~~fair~~and ~~value~~September 30, of2019, ~~options~~0 ~~granted to employees~~ and ~~non-employees~~7,880,136 ~~and~~awards ~~considered~~remain aavailable ~~number~~for offuture ~~factors~~grants ~~including~~under ~~valuations. The~~the Company’s ~~share-based~~Incentive ~~compensation~~Plan, ~~cost is measured at the fair value of the options as calculated under the binomial models~~respectively.

~~Assumptions~~Under ~~used~~the in2018 ~~the~~Plan, ~~option-pricing~~Xynomic Pharma ~~model~~granted ~~are~~options ~~presented~~to purchase 886,046 ordinary shares of it with the below vesting schedule on January 21, 2019 which were converted into options to purchase 752,294 common shares of the Company at the Closing:

	2019
Risk-free interest rate		2.77	%
Expected term		10 years
Volatility rate		36.1	%
Dividend yield		0	%
Exercise multiple		2.8
Fair value of underlying ordinary share		9.5573

Granted to an employee (100,000 shares, then converted into 84,905 shares): 25% of the options is to be vested on April 30, 2019, and 1/48 of the options to be vested each month thereafter. The employee resigned from Xynomic Pharma in May 2019 and the remaining unvested 75% of the options were forfeited.

1916

~~The~~Granted ~~Company~~to ~~estimated~~a ~~the risk~~non-~~free~~employee (786,046 ~~rates~~shares, ~~based~~then onconverted ~~the~~into ~~10-year~~667,389 ~~U.S.~~shares): ~~bond~~25% ~~as at the option valuation date. Life~~ of the ~~share~~ options is ~~the~~to ~~contract~~be ~~life~~vested ~~of the option. Based~~ on ~~the~~August ~~option~~31, ~~agreements~~2019, ~~the~~and ~~contract~~1/48 ~~life~~ of the ~~option~~options ~~are~~to be 10vested ~~years~~each ~~from~~month ~~the~~thereafter, ~~respective~~subject ~~grant~~to ~~date.~~an ~~The~~acceleration ~~expected~~vesting ~~volatility at~~schedule ~~the~~that ~~option~~75% ~~valuation~~is ~~date~~to ~~was~~be ~~estimated~~issued ~~based~~upon oncompletion ~~historical volatility~~ of ~~comparable~~Xynomic Pharma’s ~~companies.~~merger ~~The~~with ~~Company~~Bison ~~has~~Capital noAcquisition ~~history~~Corp, ~~or expectation~~and of25% ~~paying~~to ~~dividends~~be onissued ~~its~~in ~~ordinary~~one ~~shares.~~year ~~The~~after ~~Company estimated~~ the ~~fair~~closing ~~value~~ of the ~~ordinary~~merger. The ~~shares~~cost ~~using~~of the ~~equity allocation~~share ~~approach when valuing~~ options granted. Asto the ~~Company did not have sufficient information of past~~ non-employee ~~exercise history, the expected exercise multiple~~ was ~~estimated~~fully byrecognized ~~referencing~~at tothe ~~How~~grant todate, ~~Value~~as ~~Employee~~no ~~Stock~~substantive ~~Options~~future ~~(published by John~~services ~~Hull&~~are ~~Allen White, Financial Analysts Journal, 2004 edition), a well-accepted academic publication~~required.

~~The~~Under ~~grant~~the ~~date~~Incentive ~~fair~~Plan, ~~value of~~ the ~~share options~~ Company granted ~~for~~to ~~the~~an ~~six~~employee ~~months~~options ~~ended~~to ~~June~~purchase 30276,000 ~~2019~~common ~~was~~shares ~~US$9.3653.~~of ~~Compensation~~the ~~expense~~Company ofon ~~US$7~~September 16,~~652,965~~ ~~were~~2019 ~~recognized in~~with ~~general~~the ~~and~~vesting ~~administrative~~schedule of: ~~relating~~40% toof the ~~886,046~~ options ~~for~~to ~~the~~be ~~six~~vested ~~months~~on ~~ended~~October ~~June 30~~1, 2019~~. US$30~~,~~317~~ ~~of the general~~ and ~~administrative~~20% ~~expense~~of ~~was reversed during~~ the ~~three~~options ~~months ended June 30,2019 due~~ to ~~the~~be ~~employee’s~~vested ~~resignation~~each ~~and the~~October ~~forfeiture~~1 ~~of the unvested options~~thereafter.

AsSummary of ~~June~~Share ~~30, 2019, there~~Option ~~was nil unrecognized compensation expenses related to non-vested options.~~Activities

~~16.~~The ~~SUBSEQUENT~~following ~~EVENT~~tables summarize the Company’s share option activities for the nine months ended September 30, 2019:

Security Purchase Agreement with Accredited Investors

Weighted

average

remaining

Aggregate

Number of

exercise

contractual

intrinsic

Granted to Employee

shares

price

years

value

US$

Outstanding at January 1, 2019

Granted

84,905

1.18

Forfeited

(63,679

)

1.18

Outstanding at June 30, 2019

21,226

1.18

9.57

215,050

Granted

276,000

4.04

Forfeited

Outstanding at September 30, 2019

297,226

3.84

9.91

619,666

Exercisable as of September 30, 2019

21,226

1.18

9.32

215,050

On or about July 10, 2019, the Company entered into certain Securities Purchase Agreement (the “SPA”) with certain “accredited investors” as defined in Rule 501(a) of Regulation D as promulgated under the Securities Act of 1933, as amended (the “Purchasers”), pursuant to which the Company agreed to sell to such Purchasers an aggregate of approximate USD$10 million of units (the “Reg. D Units”) of the Company, at a purchase price of USD$3.80 per Unit (subject to adjustment) (the “Reg. D Offering”). Each Reg. D Unit consists of one share of common stock and one-half warrant (the “Reg. D Warrant”). Each whole Reg. D Warrant can be exercised to purchase one share of the Company Stock at $7.00 per share and shall expire in three (3) years of the issuance, and have the rights and preference set forth in certain Warrant Agreement. Furthermore, the SPA provides, among other terms, a maximum offering in an aggregate of $15 million with the first closing of a minimum of $5 million upon delivery of the closing conditions set forth in the SPA, provided that no closing shall occur after September 30, 2019 subject to certain exception.

Weighted

average

remaining

Aggregate

Number of

exercise

contractual

intrinsic

Granted to Non-employee

shares

price

years

value

US$

Outstanding at January 1, 2019

Granted

667,389

0.12

Forfeited

Outstanding at June 30, 2019

667,389

0.12

9.57

7,437,915

Granted

Forfeited

Outstanding at September 30, 2019

667,389

0.12

9.32

7,437,915

Exercisable as of September 30, 2019

500,542

0.12

9.32

5,578,436

The Reg. D Units, the shares of common stock underlying the Reg. D Units (the “Reg.D Unit Shares”), the Reg. D Warrants issued in the Reg.D Offering, and shares of common stock issuable upon exercise of the Reg. D Warrants (the “Reg.D Warrant Shares”), are exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D.17

~~With~~No ~~delisting~~options ~~from~~were ~~Nasdaq~~exercised ~~occurred~~during ~~subsequently,~~ the ~~parties~~nine ~~have~~months ~~started~~ended toSeptember ~~renegotiate~~30, ~~the terms of the SPA including potential waiver of certain closing conditions~~2019.

~~Delisting~~Management ~~from~~is ~~Nasdaq~~responsible for determining the fair value of options granted to employees and non-employees and considered a number of factors including valuations. The Company’s share-based compensation cost is measured at the fair value of the options as calculated under the binomial models.

OnAssumptions ~~July~~used ~~15, 2019, the Company was notified~~ in ~~writing by~~ the ~~Panel at Nasdaq that they have denied its request for continued listing on Nasdaq based upon the Company’s non~~option-~~compliance with Nasdaq Listing Rules 5505(a)(3) and 5515(a)(4), which require a minimum of 300 round~~pricing ~~lot~~model ~~holders of common stock and 400 round lot holders of common stock purchase warrants~~ for initial listing on Nasdaq; as well as non-compliance with the minimum $5 million in stockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5505(b)(1)(A). As a result, Nasdaq suspended trading in the Company’s securities effective at the open of business on Wednesday, July 17, 2019; ~~and~~options ~~the~~are ~~shares~~presented ~~subsequently commenced trading on the over-the-counter markets.~~below:

Special Meeting of Stockholders

	January 2019			September 2019
Risk-free interest rate		2.77	%	1.70	%
Expected term		10 years		5.62 years
Volatility rate		36.1	%	36.1	%
Dividend yield		0	%	0	%
Exercise multiple		2.8		N/A
Fair value of underlying ordinary share		9.5573		4.04

OnThe ~~July~~Company ~~26,~~estimated ~~2019,~~ the ~~Company called~~risk-free ~~for~~rates abased ~~Special~~on ~~Meeting~~the ofU.S. ~~its~~bond ~~stockholders~~with bea ~~held~~term onsimilar ~~August~~to ~~26,~~option’s ~~2019~~expected ~~for~~life ~~the~~time ~~purpose~~as ofat ~~authorizing~~ the ~~Company’s~~option ~~Board~~valuation date. Life of ~~Directors~~the ~~to,~~share inoptions ~~its~~is ~~discretion,~~the toexpected ~~amend~~existence term. Based on the ~~Company’s~~option ~~Amended~~agreements, ~~and~~the ~~Restated~~contract ~~Certificate~~life of ~~Incorporation~~the tooption ~~effect~~are a10 ~~reverse~~years ~~stock~~from ~~split~~the atrespective agrant ~~ratio~~date. noThe ~~less~~expected ~~than~~volatility ~~1-for-1.5~~at ~~and~~the nooption ~~greater~~valuation ~~than~~date ~~1-for-5~~was atestimated ~~any~~based ~~time~~on ~~prior~~historical tovolatility of ~~August~~comparable ~~27,~~companies. ~~2020,~~The ~~with~~Company ~~the~~has ~~exact ratio~~no tohistory beor ~~set~~expectation ~~within~~of ~~that~~paying ~~range~~dividends aton its ordinary shares. The Company estimated the ~~discretion~~fair value of ~~our~~the ~~Board~~ordinary ofshares ~~Directors~~using ~~without~~the ~~further~~equity ~~approval~~allocation approach or ~~authorization~~Black-Scholes ofModel ~~our stockholders~~when ~~(“Stock~~valuing ~~Split~~options ~~Proposal”)~~granted. As ~~The~~the ~~Board~~Company did not have sufficient information of ~~Directors~~past ~~may~~employee ~~alternatively~~exercise ~~elect~~history, tothe ~~abandon~~expected ~~such~~exercise ~~proposed~~multiple ~~amendment~~was estimated ~~and~~by ~~not~~referencing ~~effect~~to ~~the~~How ~~reverse~~to ~~stock~~Value ~~split~~Employee ~~authorized~~Stock Options (published by ~~stockholders~~John Hull& Allen White, inFinancial ~~its~~Analysts ~~sole~~Journal, ~~discretion~~2004 edition), a well-accepted academic publication.

20The grant date fair value of the share options granted in January 2019 was US$9.3653 and the grant date fair value of the share options granted in September 2019 was US$1.466. Compensation expense of US$ 7,820,717 were recognized in general and administrative relating to the 1,028,294 options for the nine months ended September 30, 2019.

As of September 30, 2019, there was $ 236,864 unrecognized compensation expenses related to non-vested options.

16.

SUBSEQUENT EVENT

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read together with our financial statements and the related notes appearing elsewhere in this Form 10-Q. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this Form 10-Q.

Overview

Prior to the consummation of the Business Combination with ~~Xynomomic~~Xynomic Pharmaceuticals, Inc., a Delaware corporation (“Xynomic Pharma”) on May 15, 2019, we were a blank check company formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities. (a “Business Combination”). As a result of the Business Combination with Xynomic Pharma, we now are a clinical stage biopharmaceutical company that discovers and develops innovative small molecule drug candidates for the treatment of cancer in humans. Our approach is to focus on drug candidates that target both hematological malignancies and solid tumors. Our lead drug candidate is abexinostat, an orally dosed, hydroxamic acid-based small molecule histone deacetylase (“HDAC”) inhibitor. Our other clinical stage drug candidate is XP-105, an orally bioavailable kinase inhibitor, which inhibits both raptor-mTOR complex 1 and rictor-mTOR complex 2. In addition, Xynomic has several pre-clinical oncology drug candidates in its pipeline. Among these drug candidates, XP-102 (also known as BI 882370), a selective RAF inhibitor, is the closest to clinical testing. The following is a summary of our product development pipeline:

We have not completed any clinical trials since our inception. With respect to the pipeline programs referenced in the above figure, all of the completed clinical trials of abexinostat were conducted by or on behalf of either Pharmacyclics LLC (“Pharmacyclics”) or Servier Laboratories and the one completed clinical trial of XP-105 was conducted by or on behalf of Boehringer Ingelheim International GmbH (“Boehringer Ingelheim” or “BII”). We have obtained exclusive rights to use all the data generated in these previously completed clinical trial.

2119

● Abexinostat – our most advanced drug candidate, abexinostat, has been evaluated in 18 Phase 1/2 clinical trials for lymphoma and solid tumors. In February 2017, Xynomic entered into a license agreement with Pharmacyclics for the worldwide exclusive rights to develop and commercialize abexinostat for all human and non-human diagnostic, prophylactic, and therapeutic uses. Since its in-licensing of abexinostat, Xynomic has started enrolling patients in clinical trials for ~~three~~four different indications: (1) in follicular lymphoma, as a monotherapy, (2) in renal cell carcinoma, in combination with pazopanib, ~~and~~ (3) in multiple solid tumors, in combination with Keytruda®, and (4) in diffuse large B-cell lymphoma and mantle cell lymphoma, in combination with Imbruvica®. We have received approval from China’s National Medical Products Administration (“NMPA”) to start two pivotal clinical trials in China. In these two trials, we will test abexinostat (as a single agent) as a third-line treatment of diffuse large B-cell lymphoma (“DLBCL”) and as a third-line treatment of follicular lymphoma (“FL”), respectively. In addition, Xynomic plans to initiate four clinical trials of abexinostat in the next six months.

● XP-105 (also known as BI 860585) – In December 2018, Xynomic entered into a license agreement with Boehringer Ingelheim for the worldwide exclusive rights to develop and commercialize XP-105 (also known as BI 860585) for all human and non-human diagnostic, prophylactic, and therapeutic uses. Prior to this license, BII had completed one Phase 1 clinical trial for solid tumors. ~~Xynomic~~We ~~plans~~plan to initiate ~~two~~one clinical ~~trials~~trial of XP-105 against breast cancer in ~~late~~early ~~2019~~2020.

● Pre-Clinical Programs – In addition, Xynomic has several pre-clinical oncology drug candidates in its pipeline. Among these drug candidates, XP-102 (also known as BI 882370), a selective RAF inhibitor to which Xynomic obtained a worldwide exclusive license from Boehringer Ingelheim, is the closest to clinical testing. We have completed pre-IND meeting with the FDA and expect to initiate Phase I clinical trial of XP-102 against colorectal cancer and lung cancer in the first quarter of 2021.

As of the date of this report, the Company has received approval from National Medical Products Administration of the People’s Republic of China (excluding Taiwan, Hong Kong and Macau for purposes of this report, “China”) to start two pivotal clinical trials in China. In these two trials, the Company will test its lead drug candidate abexinostat (as a single agent) as a third-line treatment of diffuse large B-cell lymphoma (“DLBCL”) and as a third-line treatment of follicular lymphoma (“FL”), respectively. It has also filed an application with the U.S. Food and Drug Administration (“U.S. FDA”) seeking Fast-Track designation for its drug candidate abexinostat as a monotherapy for the treatment of relapsed or refractory follicular lymphoma (“r/r FL”).

Business Combination:

On September 12, 2018, Bison Capital Acquisition Corp., our processor at that time (“Bison”) entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with (i) Xynomic; (ii) Bison Capital Merger Sub Inc., a Delaware corporation (“Merger Sub”) (iii) Mark Xu (“Stockholder Representative”), solely in his capacity as the Stockholder Representative thereunder.

On March 21, 2019, Bison’s stockholders approved the following items: (i) an amendment to the Bison’s Amended and Restated Memorandum of Association and Articles of Association extending the date by which Bison must consummate its initial business combination and the date for cessation of operations of Bison if Bison has not completed an initial business combination from March 23, 2019 to June 24, 2019 or such earlier date as determined by the Board of Directors of Bison and (ii) an amendment (the “Amendment to Trust Agreement”) to the Trust Agreement (the “Trust Agreement”) between Bison and the trust agent extending the date on which to commence liquidation of the Trust Account in accordance with the Trust Agreement, as amended by the Amendment to Trust Agreement, from March 23, 2019 to June 24, 2019.

On May 15, 2019 (the “Closing Date”), Bison consummated the previously announced business combination (the “Business Combination”) following a special meeting of shareholders held on May 14, 2019 (the “Special Meeting”) where the shareholders of Bison, which, prior to the consummation of the Business Combination, domesticated as a Delaware corporation and, immediately thereafter known as “Xynomic Pharmaceuticals Holdings, Inc.”, considered and approved, among other matters, a proposal to adopt the Merger Agreement.

Pursuant to the Merger Agreement, among other things, Merger Sub merged with and into Xynomic, with Xynomic continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger” and the “Surviving Company”). The merger became effective on May 15, 2019.

On May 14, 2019, prior to the consummation of the Business Combination, Bison continued out of the British Virgin Islands and domesticated as a Delaware corporation (the “Domestication”). As a result, Bison is no longer a company incorporated in the British Virgin Islands.

At the Closing Date, pursuant to the Backstop Agreement dated May 1, 2019 entered into by and between Bison and Yinglin Mark Xu, Mr. Xu together with his assignee Bison Capital Holding Company Limited, purchased from the Company 755,873 shares of common stock at a price of $10.15 per share for a total consideration of $7,672,111 (the “Backstop Shares” and “Backstop Subscription”). As a result of Backstop Subscription, Bison had at least $7,500,001 of net tangible assets remaining at the Closing after giving effect to the redemption of any ordinary shares, no par value, of Bison, by the public shareholders in connection with the Business Combination.

At the Closing Date, each share of Xynomic common stock and preferred stock issued and outstanding prior to May 15, 2019 (the “Effective Time”) was automatically converted into the right to receive, on a pro rata basis, the Closing Consideration Shares (as defined below) and the Earnout Shares (as defined below), and each option to purchase Xynomic stock that was outstanding immediately prior to the Effective Time was assumed by the Company and automatically converted into an option to purchase shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”).

At the Closing Date, pursuant to the Merger Agreement, all the stockholders of Xynomic immediately prior to the closing of the Business Combination (“Xynomic stockholders”) received a number of newly issued shares of Company common stock equal to the Closing Merger Consideration divided by $10.15 per share (the “Closing Consideration Shares”). The Closing Merger Consideration equals to (a) $350,000,000, minus (i) the amount of Xynomic’s closing indebtedness, plus (ii) the amount of Xynomic’s closing cash, minus (iii) the amount of Xynomic’s transaction expenses, plus (iv) certain closing tax assets, plus (v) the amount, if any, by which Xynomic’s closing working capital exceeds an agreed upon target amount of working capital, minus (vi) the amount, if any, by which such target amount of working capital exceeds Xynomic’s closing working capital.

In addition to the Closing Consideration Shares, Xynomic stockholders received an additional 9,852,216 shares of common stock in aggregate (the “Earnout Shares” and, together with the Closing Consideration Shares, the “Merger Consideration Shares”). As a result, the Company issued 42,860,772 common shares as in aggregate Merger Consideration Shares to shareholders of Xynomic immediately prior to the closing (the “Sellers”).

Pursuant to the Merger Agreement, 1,285,822 shares were deposited into an escrow account (the “Escrow Account”) to serve as security for, and the exclusive source of payment of, the Company’s indemnity rights under the Merger Agreement and any excess of the estimated Closing Merger Consideration over the final Closing Merger Consideration amount determined post-Closing.

As a result of the Business Combination, the Sellers, as the former shareholders of Xynomic, became the controlling shareholders of the Company and Xynomic became a subsidiary of the Company. The Business Combination was accounted for as a reverse merger, wherein Xynomic is considered the acquirer for accounting and financial reporting purposes.

Prior to the Business Combination, we were a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended). As a result of the Business Combination, we have ceased to be a “shell company” and will continue the existing business operations of Xynomic as a publicly traded company under the name “Xynomic Pharmaceuticals Holdings, Inc.”

Nasdaq Listing Compliance

On May 15, 2019, we received written notice from the staff of The NASDAQ Stock Market LLC (“Nasdaq”) indicating that the Staff had determined to delist the Company’s securities from Nasdaq based upon the Company’s non-compliance with Nasdaq Listing Rules 5505(a)(3) and 5515(a)(4), which require a minimum of 300 round lot holders of common stock and 400 round lot holders of common stock purchase warrants for initial listing on The Nasdaq Capital Market. The Staff’s determination also cited the Company’s non-compliance with the minimum $5 million in stockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5505(b)(1)(A).

Upon request, a hearing before the Hearings Panel at Nasdaq (the “Panel”) was held on July 11, 2019. On July 15, 2019, we were notified in writing by the Panel that they denied our request for continued listing on Nasdaq based upon the Company’s non-compliance with Nasdaq Listing Rules 5505(a)(3), 5515(a)(4), and 5505(b)(1)(A). As a result, Nasdaq suspended trading in the Company’s securities effective at the open of business on Wednesday, July 17, 2019; and our shares subsequently commenced trading on the over-the-counter markets under the symbol “XYNO”.

23We have continued with our compliance plan with the Nasdaq listing requirements and are diligently pursuing courses of action designed to remedy our noncompliance with Nasdaq’s initial listing requirements as set forth above. We have applied to list our common stock and our warrants offered in this Offering on the Nasdaq Capital Market under the symbols “XYNO” and XYNHW. There can be no assurance that we will be successful in listing our common stock or our warrants on the Nasdaq Capital Market. Prices of our common stock as reported on the OTC market may not be indicative of the prices of our common stock if our common stock were traded on Nasdaq.

We still intend to continue with its compliance plan with the Nasdaq listing requirements and is diligently pursuing courses of action designed to remedy our noncompliance with Nasdaq’s initial listing requirements as set forth above. There can be no assurance, however, that the Company will be able to regain compliance with the mainboard listing requirements.21

Reg. D Offering

On or about July 10, 2019, we entered into certain Securities Purchase Agreement (the “SPA”) with certain “accredited investors” as defined in Rule 501(a) of Regulation D as promulgated under the Securities Act, pursuant to which we agreed to sell to such purchasers an aggregate of approximate USD$10 million of units (the “Reg. D. Units”) of the Company, at a purchase price of USD$3.80 per Reg. D Unit (subject to adjustment) (the “Reg. D Offering”). Each Reg. D Unit consists of one share of Common Stock and one-half warrant (the “Reg. D Warrant”). Each whole Reg. D Warrant can be exercised to purchase one share of Common Stock at $7.00 per share and shall expire in three (3) years of the issuance, and have the rights and preference set forth in certain warrant agreement. Furthermore, the SPA provides, among other terms, a maximum offering in an aggregate of $15 million with the first closing of a minimum of $5 million upon delivery of the closing conditions set forth in the SPA, provided that no closing shall occur after September 30, 2019 subject to certain exception. As the date of the filing, one investor committed to $2 million is undergoing necessary registration with PRC regulators in order to invest in the Company and the commitment of $8 million under the SPA has expired without extension.

The Reg. D Units, the shares of Common Stock underlying the Reg. D Units (the “Reg. D Unit Shares”), the Reg. D Warrants issued in the Reg. D Offering, and shares of Common Stock issuable upon exercise of the Reg. D Warrants (the “Reg. D Warrant Shares”), are exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D.

The proceeds of this Reg. D Offering will be used for working capital and general corporate purposes.

The SPA also contains customary representation and warranties of the Company and the purchasers, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties. Additionally, we anticipate that the purchasers will enter into a lock-up agreement at the closing pursuant to which that they would agree not to sell or otherwise transfer or dispose the Reg. D Units, Reg. D Unit Shares, Reg. D Warrants, or Reg. D Warrant Shares during the six-month period commencing on the earlier of the effective date of a registration statement in connection with the first follow-on public offering after the date of the SPA or the issuance date of the Reg. D Units.

~~The Form~~On ofAugust 30, 2019, the ~~SPA~~parties amended and ~~the~~restated ~~Form of~~ the ~~Reg.~~SPA ~~D Warrants are filed~~ (as ~~Exhibits~~amended ~~10.22~~ and ~~10.23 to this prospectus~~restated, ~~respectively; and such documents are incorporated herein by reference. The foregoing is only a brief description of~~ the ~~material~~“Amended ~~terms~~and ofRestated ~~the~~ SPA ~~and~~”) ~~the Reg. D Warrants, and does not purport~~ to begrant athe ~~complete~~Purchasers demand ~~description~~registration ~~of the~~ rights ~~and~~in ~~obligations~~addition ofto the ~~parties~~piggyback ~~thereunder and~~registration isrights ~~qualified~~provided in ~~its~~the ~~entirety by reference to such exhibits~~SPA.

~~With~~Pursuant to the ~~delisting~~Amended and ~~from~~Restated ~~Nasdaq~~SPA, ~~occurred~~the ~~subsequently,~~holders of a majority of all of the existing Registrable Securities (as defined in the Amended and Restated SPA) may demand (1) at any time after the ~~parties~~earlier ~~have~~of ~~started~~(i) toone ~~renegotiate~~year after the ~~terms~~date of the Amended and Restated SPA and (ii) one hundred eighty (180) days after the effective date of the registration statement for a public offering; or 2) at any time when the Company is eligible to use a Form S-3 registration statement, for registration under the Securities Act. The demand registration rights are subject to certain exceptions set forth in the Amended Agreement including that the Company shall not be obliged to effect more than two demand registration in any one-year period.

~~Special~~Other than ~~Meeting~~the demand registration rights, the terms and conditions of ~~Stockholders~~the Amended and Restated SPA remain substantially the same as contained in the SPA.

Stockholders’ Approval for Potential Reverse Stock Split

On July 26, 2019, the Company called for a Special Meeting of its stockholders to be held on August 26, 2019 for the purpose of authorizing the Company’s Board of Directors to, in its discretion, to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio no less than 1-for-1.5 and no greater than 1-for-5 at any time prior to August 27, 2020, with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders (“Stock Split Proposal”). The Board of Directors may alternatively elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion.

24Appointment of New Chief Financial Officer

On September 16, 2019, the Board of Directors of the Company appointed Ms. Jinwei Coco Kou as the Chief Financial Officer and the Chief Accounting Officer of the Company, effective immediately. Conjunction with such appointment, on the same day, Mr. Yinglin Mark Xu resigned from his position as the Interim Chief Financial Officer, effective immediately. Mr. Xu’s resignation was not the result of any disagreement between the Company and him on any matter relating to the Company’s operations, policies or practices. Ms. Kou does not have a family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K. Ms. Kou has received an offer letter from the Company (the “Offer Letter”), which sets her annual compensation of US$97,200 with a target annual bonus equal to 30% of the base salary. The Offer Letter also grants Ms. Kou an option, to be issued under the Company’s 2018 Incentive Plan, to purchase an aggregate of 276,000 shares of the Company at a price no less than the market price of the Company’s common stock at issuance, subject to certain vesting schedule, and establishes other terms and conditions governing her service for the Company.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financial Condition

As of ~~June~~September 30, 2019, we operate through wholly-owned subsidiary in the United States, Xynomic Pharmaceuticals, Inc., which has one wholly ~~owned~~ owned subsidiary in China, Xynomic Pharmaceuticals (Nanjing) Co., Ltd.. Xynomic Pharmaceuticals (Nanjing) Co., Ltd. has two wholly owned subsidiaries, namely Xynomic Pharmaceuticals (Zhongshan) Co., Ltd. and Xynomic Pharmaceuticals (Shanghai) Co., Ltd. We consolidated our financial statements in accordance with U.S. GAAP.

ToAs of the date of this report, we have not generated any revenue. In the future, we will seek to generate revenue from drug sales and potential strategic relationships. Assuming we commence abexinostat’s pivotal clinical trials in Florida, one ongoing in the U.S. and Europe and another expected in China and such trials generate satisfactory efficacy and safety data to a commercialization approval, the earliest time we would seek to commercialize abexinostat in any region is 2020.

Since we have not generated any revenues from product sales, substantial additional financing will be required to continue to fund our research and development activities. No assurance can be given that any such financing will be available when needed or that our research and development efforts will be successful.

Our ability to fund operations is based on our ability to attract investors and our ability to borrow funds on reasonable economic terms. Historically, we have relied principally on equity financing and shareholder’s borrowings to fund our operations and business development. Our ability to continue as a going concern is dependent on management’s ability to successfully execute our business plan, which includes generating revenues after drug marketing, controlling operating expenses, as well as, continuing to obtain additional equity financing. On April 3, 2018, we issued convertible notes to Northern Light Venture Capital V, Ltd., and Bo Tan and received proceeds of US$2,500,000, which were converted into 776,633 Series B Preferred Shares in August 2018. Further in August 2018, we raised US$17 million by issuance of 5,281,101 Series B Preferred Shares to certain investors, including the conversion of convertible notes of US$2.5 million. On May 15, 2019, we closed the business combination pursuant to an Agreement and Plan of Merger dated September 12, 2018. In connection with the consummation of the business Combination, pursuant to the Backstop Agreement ~~dated~~ dated May 1, 2019 entered into by and between Bison and Yinglin Mark Xu, Mr. Xu together with his assignee Bison Capital Holding Company Limited, purchased 755,873 shares of common stock at a price of $10.15 per share for a total consideration of $7,672,111 .

We currently do not have any commitments to obtain additional funds except the potential Reg. D Offering that we are contemplating; and a potential public offering pursuant to a registration statement in Form S-1, as amended, initially filed on July 11, 2019; and may be unable to obtain sufficient funding in the future on acceptable terms, if at all. If we cannot obtain the necessary funding, we will need to delay, scale back or eliminate some or all of our research and development programs to: commercialize potential products or technologies that we might otherwise seek to develop or commercialize independently; consider other various strategic alternatives, including another merger or sale of the Company; or cease operations. If we engage in collaborations, we may receive lower consideration upon commercialization of such products than if we had not entered into such arrangements or if we entered into such arrangements at later stages in the product development process.

We have prepared our ~~financial~~ financial statements assuming that we will continue as a going concern, which contemplates realization of assets and the satisfaction of of liabilities in the normal course of business. We have incurred recurring losses from operations since inception. WeThe Group incurred a net loss of US$174,~~196~~977,~~308~~149 and US$22,173,457 for the ~~six~~three and nine months ended ~~June~~September 30, 2019, respectively. Further, as of ~~June~~September 30, 2019, wethe Group had net current liabilities (current assets less current liabilities) of US$1520,~~701~~358,~~137~~014 and accumulated deficit of US$5156,~~519~~496,~~477~~626. Our ability to continue as a going concern is dependent on our ability to raise capital to fund our current research and development activities and future business plans. Additionally, volatility in the capital markets and general economic conditions in the United States may be a significant obstacle to raising the required funds. These factors raise substantial doubt about our ability to continue as a going concern within twelve months from the date these financial statements are issued. ~~The~~ The financial statements included herein do not include any adjustments that might be necessary should we be unable to continue as as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.

Our operations are subject to certain risks and uncertainties including various internal and external factors that will affect whether and when our product candidates become approved drugs and how significant their market share will be, some of which are outside of our control. The length of time and cost of developing and commercializing these product candidates and/or failure of them at any stage of the drug approval process will materially affect our financial condition and future operations.

Critical Accounting Policies and Estimates

We believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this “Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

Share-based Compensation

We granted share options to our selected employee and non-employee consultants.

Share-based awards granted to employees with service conditions attached are measured at the grant date fair value and are recognized as an expense using graded vesting method over the requisite service period, which is generally the vesting period. The forfeitures are accounted when they occur.

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). The new guidance largely aligns the accounting for share-based awards issued to employees and nonemployees. Existing guidance for employee awards will apply to non-employee share-based transactions with limited exceptions. We adopted this guidance on January 1, 2019.

Share-based awards granted to non-employees are measured at the grant date fair value. When no future services are required to be performed by the non-employee in exchange for an award of equity instruments, the cost of the award is expensed on the grant date.

Option-pricing models are adopted to measure the value of awards at each grant date. The determination of fair value is affected by the share price as well as assumptions relating to a number of complex and subjective variables, including but not limited to the expected share price volatility, actual and projected employee and non-employee share option exercise behavior, risk-free interest rates and expected dividends. The use of the option-pricing model requires extensive actual employee and non-employee exercise behavior data for the relative probability estimation purpose, and a number of complex assumptions.

Results of Operations

Three Months Ended ~~June~~September 30, 2019 as as Compared to Three Months Ended ~~June~~September 30, 2018

The following table summarizes our results of operations for the three months ended ~~June~~September 30, 2018 and 2019:

	For the Three Months Ended June 30,
	Three Months Ended
	September 30,
	2018			2019
Operating expenses:
Research and development	$	31,~~873~~682,~~804~~358		$	13,~~567~~831,~~799~~540
General and administrative		~~745~~608,~~286~~264			1,~~443~~128,~~731~~117
General and administrative to related parties		97120,~~638~~125			~~22,500~~-
Total operating expenses		42,~~716~~410,~~728~~747			34,~~034~~959,~~030~~657
Loss from operations		(42,~~716~~410,~~728~~747	)		(34,~~034~~959,~~030~~657	)
Other income/(expenses)
Investment income		8,~~178~~635			-
Interest income		896			-39
Interest expenses to a related party		-(9,767	)		(17,~~723~~531	)
Loss from operations before income tax benefit		(4,708,461	)		(3,051,753	)
Net loss	$	(2,411,873	)	$	(4,977,149	)
Income tax		-			-
Net loss	$	(4,708,461	)	$	(3,051,753	)

2624

Research and Development Expense

Research and development expense was $13.5783 million for the three months ended ~~June~~September 30, 2019, compared to research and development expense of $31.~~87 million~~68 million for the same period in 2018, representing ana decrease of $2.3115 million or 59127.58%. The substantial ~~decrease~~increase was mainly ~~due to a major~~because ~~Contract Research Organization of~~ the Company ~~offered $3.57 million credits to the Company to offset previous period invoices. On the other side, the Company~~ accelerated the research and development of Abexinostat and the launch of clinic trials in the second half of year 2018. As the ~~company~~Company started phase 3 clinic trials, the cost increased significantly. .

Research and development expense for the three months ended ~~June~~September 30, 2018 was mainly comprised of the following items:

● $31.8657 ~~payments~~million expenses related to clinical development costs associated with abexinostat and XP-102;

● $0.0211 million payroll expenses to research and development staff.

Research and development expense for the three months ended ~~June~~September 30, 2019 was mainly comprised of the following items:

● $43.6843 million clinical development costs associated with abexinostat;

● $0.0604 million external IND-enabling pre-clinical and toxicology studies for XP-102;

● $0.3825 million payments of research and development staff costs;

● $30.5710 million ~~credit~~other ~~from~~research aand ~~major~~development ~~Contract~~expenses ~~Research~~such ~~Organization~~as ~~reversed~~insurances, ~~the~~travel ~~previously~~expenses, ~~recognized~~depreciation, ~~expenses~~rental and office supplies.

General and Administrative Expense

General and administrative expense was $1.4713 million for the three months ended ~~June~~September 30, 2019, compared to general and administrative expense of $0.~~84 million~~61 million for the same period in 2018, representing an increase of $0.7352 million or 9385.75%. The ~~substantial~~ increase was mainly because weinterest ~~completed~~incurred ~~merger~~on ~~with~~the ~~Xynomic~~overdue inunpaid ~~May~~invoices ~~2019,~~from research vendors and wematerial ~~incurred~~suppliers ~~significant~~which ~~professional~~was ~~fees~~$0.36 ~~and~~million ~~listing~~in ~~fees~~three months ended September 30, 2019 which were not incurred in the same period of 2018 when there was no overdue payments.

Variance of other general and administrative expenses was mainly due to the following in addition to the expense related to the ~~options~~interest abovementioned:

● ~~professional~~issuance ~~fees~~of ~~including~~options ~~external~~to ~~legal~~purchase ~~fees~~276,000 ~~external~~common ~~auditing~~shares ~~fees,~~of ~~corporate~~us ~~communications,~~to ~~and~~an ~~public~~employee ~~relations~~for ~~costs~~which ~~increased~~we recognized $0.4517 million ~~during~~of ~~the three months ended June 30, 2019 when compared to the same period in year 2018 due to the merger transaction with Xynomic~~expense.

● ~~there~~professional ~~were~~fees ~~$0.17~~including ~~million~~external ~~listing~~legal fees, ~~including~~external ~~SEC~~auditing ~~filing~~fees, ~~fee~~corporate communications, ~~etc~~and public relations costs decreased $0.06 ~~incurred~~million induring the three months ended ~~June~~September 30, 2019 ~~while~~when ~~there~~compared ~~was~~to nothe ~~such~~same ~~fee~~period in ~~the~~year ~~same~~2018 ~~period~~when Xynomic initially started the process of ~~year~~merger ~~2018;~~with BCAC.

● wepersonnel ~~incurred~~salaries and employee benefits increased $0.1609 million ~~higher~~during ~~taxes~~the ~~due~~three tomonths ~~the~~ended ~~Delaware~~September ~~State~~30, ~~Franchise~~2019 ~~incurred~~compared byto ~~Xynomic~~that ~~for~~in ~~its~~the ~~increased~~three ~~number~~months ofended ~~shares~~September ~~and~~30, ~~share value~~2018;

27We expect that its general and administrative expense will be stable in future periods since we will not incur the expenses associated with the Business Combination in the future.

~~● personnel salaries~~ General and ~~employee~~administrative ~~benefits increased $0.02 million during the three months ended June 30, 2019 compared~~ to ~~that~~related inparties ~~the three months ended June 30, 2018;~~

●General ~~our~~and ~~agreements~~administrative expenses ~~with~~to ~~some~~related ~~Contract~~parties ~~Research~~was ~~Organizations~~$0 ~~and~~for ~~Contract~~the ~~Manufacture~~three ~~Organizations~~months ~~include~~ended ~~terms~~September ~~that~~30, ~~interests~~2019, ~~for~~compared ~~overdue~~to ~~invoices~~general and administrative expense of $0.12 million for the same period in 2018, representing an decrease of $0.1312 million ~~interest~~or ~~expenses~~100%. The decrease was ~~accrued~~mainly ~~for~~because: 1) Eigenbridge, Inc., a company affiliated with Yong Cui, one of Xynomic Pharma’s shareholders and Vice President of Chemistry, Manufacturing and Controls, provided specialized advisory services to Xynomic Pharma in 2018 and Xynomic Pharma recognized general and administrative of $0.10 million during the three months ended ~~June~~September 30, ~~2019~~2018; ~~due~~2) we recognized consulting service of $0.02 million to ~~the~~Bridge ~~invoices~~Pharm ~~that~~International ~~were~~Inc., ~~not~~one ~~paid~~of byour shareholders, during the ~~due~~three ~~dates~~months ended September 30, 2018.

~~We expect that its general and administrative expense will decrease in future periods since we will not incur the expenses associated with the Business Combination in the future.~~25

Interest Expense to a Related Party

Xynomic Nanjing accrued interest expense of US$~~17,723~~0.02 million for the advance from Zhongshan Bison Healthcare Investment Limited, a limited partnership holding 1,553,265 shares of Series B preferred stock of Xynomic representing approximately 2.96% equity interest in Xynomic immediately prior to the Closing (“Zhongshan Bison”) for the three months ended ~~June~~September 30, 2019. ~~There~~The ~~was no such loan or~~ interest in the three ~~months~~ months ended ~~June~~September 30, 2018 was $0.01 million.

~~Six~~Nine ~~Months~~months Ended ~~June~~September 30, 2019 as Compared to ~~Six~~Nine ~~Months~~months Ended ~~June~~September 30, 2018

The following table summarizes our results of operations for the ~~six~~nine months ended ~~June~~September 30, 2018 and 2019:

	For the Six Months Ended June 30,
	Nine Months Ended
	September 30,
	2018			2019
Operating expenses:
Research and development	$	46,~~340~~022,~~206~~564		$	610,~~892~~723,~~109~~649
General and administrative		~~848~~1,~~761~~457,025			1011,~~222~~351,~~981~~097
General and administrative to related parties		~~146~~266,~~691~~816			48,408
Total operating expenses		57,~~335~~746,~~658~~405			1722,~~163~~123,~~497~~154
Loss from operations		(57,~~335~~746,~~658~~405	)		(1722,~~163~~123,~~497~~154	)
Other income/(expenses)
Investment income		816,~~178~~813			-
Interest income		8995			-39
Interest expenses to a related party		-(9,767	)		(3250,~~811~~342	)
Loss from operations before income tax benefit		(5,327,391	)		(17,196,308	)
Net loss	$	(7,739,264	)	$	(22,173,457	)
Income tax		-			-
Net loss	$	(5,327,391	)	$	(17,196,308	)

Research and Development ~~Expense~~ Expenses

Research and development expense (the (“R&D”) was $610.8972 million for the ~~six~~nine months ended ~~June~~September 30, 2019, compared to research and development expense of $46.3402 million for the same period in 2018, representing an increase of $24.5570 million or 5878.81%. The substantial increase was mainly because we accelerated the R&D of Abexinostat and the launch of clinic trials in the second half of 2018. As the Company started phase 3 clinic trials, the cost increased significantly.

28Research and development expense for the nine months ended September 30, 2018 was mainly comprised of the following items:

~~Research~~● ~~and development expense for the six months ended June~~ $5.30, ~~2018~~million ~~was~~clinical ~~mainly~~development ~~comprised~~costs ofassociated ~~the~~with ~~following items:~~abexinostat;

● $30.950 million payments to external IND-enabling pre-clinical ~~development~~and ~~costs~~toxicology ~~associated~~studies ~~with~~as ~~abexinostat;~~well as the commencement of manufacturing activities for XP-102.

● $0.411 million ~~payments~~payroll expenses to ~~external~~research ~~IND-enabling pre-clinical~~ and ~~toxicology~~development ~~studies as well as the commencement of manufacturing activities for XP-102~~staff.

Research and development expense for the ~~six~~nine months ended ~~June~~September 30, 2019 was mainly comprised of the following items:

● $8.6830 million clinical development costs associated with abexinostat;

● $0.3371 million external IND-enabling pre-clinical and toxicology studies for XP-102;

● $0.3596 million payments of research and development staff costs;

●

$3.57 million credit from a major Contract Research Organization reversed the previously recognized expenses.

●

$0.39 million other research and development expenses such as insurances, travel expenses, depreciation, rental and office supplies.

General and Administrative Expense

General and administrative expense was $1011.2735 million for the ~~six~~nine months ended ~~June~~September 30, 2019, compared to general and administrative expense of $1.~~00 million~~46 million for the same period in 2018, representing an increase of $9.2889 million or ~~931~~679.81%. The substantial increase was mainly due to the $7.6582 million expense related to the options Xynomic issued to an2 ~~employee~~employees and a consultant.

Variance of other general and administrative expenses was primarily attributable to the process of the Business Combination that was started in September 2018 and incurred much higher related expenses since then. The Business Combination was consummated in May 2019, therefore, we incurred significantly higher professional fees, listing fees, etc. during the ~~six~~nine months ended ~~June~~September 30, 2019 than the same ~~period~~ period of 2018. Additionally, during the ~~six~~nine months ended ~~June~~September 30, 2019, we incurred $0.570 million interest expense associated with the overdue invoices from ~~the~~ third-party research and development service providers. The main items were as following in addition to the above-mentioned share -based compensation:

● professional fees including external legal fees, external auditing fees, corporate communications, and public relations costs increased $0.8983 million during the ~~six~~nine months ended ~~June~~September 30,2019 when compared to the same period in ~~year~~ 2018 due to the merger transaction with Xynomic.

● there were $0.24 million listing fees including SEC filing fee, etc. incurred in the ~~six~~nine months ended ~~June~~September 30, 2019 while there was no such fee in the same period of ~~year~~ 2018;

● wepersonnel ~~incurred~~salaries and employee benefits increased $0.1219 million ~~consulting~~during ~~service~~the ~~fee~~nine ~~during~~months ended September 30, 2019 compared to that in the ~~six~~nine months ended ~~June~~September 30, ~~2019~~2018;

●We ~~personnel~~expect ~~salaries~~that our general and ~~employee~~administrative ~~benefits~~expense ~~increased~~will ~~$0.08~~decrease ~~million~~in ~~during~~future periods since: 1) we will not incur the ~~six~~expenses ~~months~~associated ~~ended~~with ~~June~~the ~~30,~~Business Combination ~~2019~~in ~~compared~~the tofuture; ~~that~~2) share based compensation cost will significantly decrease since the cost incurred in the ~~six~~nine months ended ~~June~~September 30, ~~2018;~~2019 was mainly due to compensation to an non-employee to facilitate the consummation of the Business Combination.

~~● our agreements some Contract Research Organizations~~ General and ~~Contract~~administrative ~~Manufacture Organizations include terms that interests for overdue invoices. $0.36 million interest expenses was accrued for the six months ended June 30, 2019 due~~ to ~~the~~related ~~invoices~~parties ~~that were not paid by the due dates.~~

WeGeneral ~~expect~~and ~~that~~administrative expenses ~~our~~to related parties was $0.05 million for the nine months ended September 30, 2019, compared to general and administrative expense ~~will~~of ~~decrease~~$0.27 million for the same period in ~~future~~2018, ~~periods~~representing ~~since~~a decrease of $0.22 million or 81.9%. The decrease was mainly because: 1) weEigenbridge, ~~will~~Inc., ~~not~~a ~~incur~~company ~~the~~affiliated ~~expenses~~with ~~associated~~Yong ~~with~~Cui, ~~the~~one ~~Business~~of ~~Combination~~Xynomic Pharma’s shareholders and Vice President of Chemistry, Manufacturing and Controls, provided specialized advisory services to Xynomic Pharma in ~~the~~year 2018 and Xynomic Pharma ~~future~~recognized general and administrative of $0.15 million for nine months ended September 30, 2018 and $0.03 million for nine months ended September 30, 2019; 2) ~~share~~we ~~based~~recognized ~~compensation~~consulting ~~cost~~service ~~will~~of ~~significantly~~$0.12 ~~decrease~~million ~~since~~to ~~the~~Bridge ~~cost~~Pharm ~~incurred~~International inInc., one of our shareholders, for the ~~six~~nine months ended ~~June~~September 30, ~~2019 was~~2018; ~~mainly~~3) ~~due~~in tonine amonths ~~compensation~~ended toSeptember an30, ~~employee~~2019, towe ~~facilitate~~recognized ~~the~~$0.02 ~~consummation~~million service offee ~~the~~expense ~~Business~~for ~~Combination~~Bison Capital’s general and administrative services.

Interest Expense to a Related Party

Xynomic Nanjing accrued interest expense of US$~~32,811~~0.05 million for the advance from Zhongshan Bison for the ~~six~~nine months ended ~~June~~September 30, 2019. ~~There~~The ~~was no such loan or~~ interest in in the ~~six~~nine months ended ~~June~~September 30, 2018 was $0.01 million.

Liquidity and Capital Resources

Sources of Liquidity

From inception through the date of the Closing, Xynomic has financed its operations primarily through gross proceeds of $21.8 million from private placements of preferred shares, and proceeds of $4.8 million from debt financing.

From inception through September ~~June~~ 30, 2019, Xynomic Pharmaceuticals (Nanjing) Co., Ltd. borrowed $0.9 million from Shanghai Jingshu Venture Capital Center pursuant to a loan agreement signed in April 2018 and repaid such loan in August 2018; Xynomic Pharmaceuticals (Nanjing) Co., Ltd. borrowed $1.4 million from Zhongshan Bison Healthcare Investment Limited (Limited Partnership) pursuant to a loan agreement ~~signed~~ signed in May 2018 and has repaid $1.0 million as of ~~June~~September 30, 2019; we borrowed $2.5 million from Yinglin Mark Xu pursuant to a bridge loan agreement signed in August 2017. ~~We,~~On on a consolidated basis, we had $0.4 47 million in outstanding principal and interest under the aforementioned loan agreements as of ~~June~~September 30, 2019.

From inception through the date of the Closing, Bison has financed its operations primarily through proceeds of $0.7 million from loans (including $0.5 million convertible promissory notes) provided by Bison Capital and $25,000 proceeds from the 1,509,375 shares of Bison ordinary shares issued to Bison Capital Holding Company Limited, a Cayman Islands company (the “ Sponsor”) and James Jiayuan Tong in a private placement prior to the initial public offering of Bison (the “Founder Shares”) equity financing.27

From inception through the date of the Closing, Bison has financed its operations primarily through proceeds of $0.7 million from loans (including $0.5 million convertible promissory notes) provided by Bison Capital and $25,000 proceeds from the 1,509,375 shares of Bison ordinary shares issued to Bison Capital Holding Company Limited, a Cayman Islands company (the “Sponsor”) and James Jiayuan Tong in a private placement prior to the initial public offering of Bison (the “Founder Shares”) equity financing.

At the Closing, the following securities were converted into the Company’s common shares:

●

Xynomic’s outstanding preferred shares;

●

Bison’s $0.5 million convertible promissory notes and the private rights and the public rights (the “Rights”) attached owned by Bison Capital;

In addition, on May 15, 2019, in connection with the consummation of the Business Combination, we closed a backstop subscription whereby Mr. Yinglin Mark Xu together with his assignee Bison Capital Holding Company Limited, purchased 755,873 shares of common stock at a price of $10.15 per share for a total consideration of $7.7 million. $4.97 million of the total consideration was paid in cash by Yinglin Mark Xu, $2.5 million consideration was paid by conversion of Yinglin Mark Xu’s $2.5 million loan to Xynomic, and $0.14 million consideration was paid by conversion of Bison Capital’s $0.14 million loan to Bison.

Subsequent to the consummation of the Business Combination, Bison Capital made additional $0.3 million loans to us. At ~~June~~September 30, 2019, we had $0.5 4 million outstanding loan balance owed to Bison Capital.

As of ~~June~~September 30, 2019, we had cash of $10.203 million.

Our recurring losses ~~from~~ from operations since inception and the net current liabilities (current assets less current liabilities) as of ~~June~~September 30, 2019 raise substantial doubt about its ability to continue as a going concern within twelve months from the date these financial statements are issued. Our ability to fund operations is based on our ability to attract investors and its ability to borrow funds on reasonable economic terms.

We also plan to attract institutional investors following the business combination. Further, we can adjust the pace of its clinical development and patient recruitment and control the operating expenses of us.

We currently do not have any commitments to obtain additional funds other than the Reg D Offering abovementioned and a potential public offering pursuant to a registration statement in Form S-1, as amended, initially filed on July 11, 2019; and may be unable to obtain sufficient funding in the future on acceptable terms, if at all. If we cannot obtain the necessary funding, it will need to delay, scale back or eliminate some or all of its research and development programs to: commercialize potential products or technologies that it might otherwise seek to develop or commercialize independently; consider other various strategic alternatives, including another merger or sale of us; or cease operations. If we engage in collaborations, it may receive lower consideration upon commercialization of such products than if it had not entered into such arrangements or if it entered into such arrangements at later stages in the product development process.

We have prepared its financial statements assuming that it will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. We have incurred recurring losses from operations since inception. We incurred a net loss of US$4,977,149 and US$22,173,457 for the three and nine months ended September 30, 2019, respectively. Further, as of September 30, 2019, the Group had net current liabilities (current assets less current liabilities) of US$20,358,014 and accumulated deficit of US$56,496,626. Our ability to continue as a going concern is dependent on its ability to raise capital to fund its current research and development activities and future business plans. Additionally, volatility in the capital markets and general economic conditions in the United States may be a significant obstacle to raising the required funds. These factors raise substantial doubt about its ability to continue as a going concern within twelve months from the date these financial statements are issued. The financial statements included herein do not include any adjustments that might be necessary should we be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.

We have prepared its financial statements assuming that it will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. We have incurred recurring losses from operations since inception. We incurred a net loss of US$17.2 million for the six months ended June 30, 2019. Further, as of June 30, 2019, we had net current liabilities (current assets less current liabilities) of US$15.7 million and accumulated deficit of US$51.5 million. Our ability to continue as a going concern is dependent on its ability to raise capital to fund its current research and development activities and future business plans. Additionally, volatility in the capital markets and general economic conditions in the United States may be a significant obstacle to raising the required funds. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements included herein do not include any adjustments that might be necessary should we be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.

Operations of us are subject to certain risks and uncertainties including various internal and external factors that will affect whether and when our product candidates become approved drugs and how significant their market share will be, some of which are outside of our control. The length of time and cost of developing and commercializing these product candidates and/or failure of them at any stage of the drug approval process will materially affect our financial condition and future operations.

Cash Flows

The following table provides information regarding our cash flows for the periods reported:

	For the Six Months ended June 30,
	For the nine months ended September 30,
	2018			2019
Net cash used in operating activities	$	(36,~~007~~664,~~228~~662	)	$	(79,~~982~~166,~~084~~537	)
Net cash (used in)/provided by investing activities		(141,~~640,705~~845	)		63,~~258~~277,~~544~~119
Net cash provided by/(used in) financing activities		518,~~336~~767,~~546~~202			(58,~~860~~822,~~826~~212	)
Effect of foreign exchange rate changes on cash		-(51,241	)		29(7,~~940~~508	)
Net increase/(decrease) in cash and cash equivalents	$	688,613		$	(3,554,425	)
Net increase/(decrease) in cash	$	12,009,454		$	(4,719,138	)

Net Cash Used in Operating Activities

The use of cash in all periods resulted primarily from our net losses adjusted for non-cash charges and changes in components of working capital. Net cash used in operating activities was $36.066 million and $89.017 million for the ~~six~~nine months ended ~~June~~September 30, 2018 and 2019, respectively. The net cash used in operating activities in the ~~six~~nine months ended ~~June~~September 30, ~~2018~~2019 was mainly due to the ~~payments~~$22.17 tomillion ~~Contract Manufacture~~net ~~Organizations~~operating ~~(the~~loss ~~“CMO”)~~offset ~~and~~by ~~Contract Research Organizations (the “CRO”) for the research and development of abexinostat of~~ $27.282 million, ~~and~~non-cash ~~$0.2~~share-based ~~million~~compensation ~~payment~~and ~~for patent maintenance, 0~~$5.316 ~~million~~increase ~~payment~~in ~~for~~accrued ~~staff~~expenses ~~salaries~~ and ~~benefit~~other payables. The net cash used in operating activities in the ~~six~~nine months ended ~~June~~September 30, ~~2019~~2018 was mainly due to the payments tofor ~~CMOs~~the ~~of 0.8 million and CROs of~~ $47.0 74 million ~~for~~net ~~the~~operating ~~research~~loss ~~and~~off ~~development~~set ofby ~~abexinostat and XP-102, payments of~~ $1.132 million toincrease ~~professional~~in ~~service providers~~accrued ~~such~~expenses ~~as lawyers~~ and ~~accountants,~~other $1payables.~~0 million payments for staff salaries.~~

Net Cash Provided by (Used in) Investing Activities

Net cash used in investing activities was $10.604 million for the ~~six~~nine months ended ~~June~~September 30, 2018 which was mainly ~~used~~due to a purchase of short-term ~~investment~~ investment securities of $4.45 million offset by sales of short-term investment securities of $4. ~~Net~~50 million, and prepayment for insurances. Net cash provided by investing activities was $63.328 million for the ~~six~~nine months ended ~~June~~September 30, 2019 which is mainly due to cash withdrawn from our trust account to pay redeeming shareholders.

Net Cash Provided by (Used in) Financing Activities

Net cash provided by by financing activities was $518.377 million for the ~~six~~nine months ended ~~June~~September 30, 2018 and net cash used in financing activities was $58.9 82 million for the ~~six~~nine months ended ~~June~~September 30, 2019. Net cash provided by financing activities during ~~six~~nine months ended ~~June~~September 30, 2018 was primarily from $~~2.5~~17 million ~~advance from a~~ Series B convertible preferred ~~shareholder~~shares issued, $1.42 million ~~loan~~advance from Zhongshan Bison ~~Capital,~~Healthcare ~~$0.9~~Investment ~~million loan~~Limited ~~from~~(Limited ~~Shanghai~~Partnership) ~~Jingshu Venture Capital Center,~~ and $~~0.5~~604,710 ~~million~~financing ~~loan~~provided ~~from~~by ~~shareholder~~ Yinglin Mark Xu. Net cash used in financing activities during the ~~six~~nine months ended ~~June~~September 30, 2019 was primarily due to the payment of $64 million to redeeming shareholders and $0.7574 million payment to repay the advance from a Series B preferred shareholder of Xynomic. The cash outflow was off-set by cash inflow of $5.0 million proceeds from Yinglin Mark Xu for Backstop Shares purchase, $0.557 million loan from Yinglin Mark Xu and $0.444 million loan from Bison Capital.

Funding Requirements

We expect our expenses to increase in connection with its ongoing activities, particularly as we continue the research and development of, initiates ~~clinical~~ clinical trials of, and seeks marketing approval for, our drug candidates. In addition, if we obtain marketing approval for any of its drug candidates, we expect to incur significant commercialization expenses related to drug sales, marketing, manufacturing, and distribution to the extent that such sales, marketing, and distribution are not the responsibility of potential collaborators. Furthermore, as a public reporting company, we ~~start~~will to incur additional costs associated with operating as a public company. Accordingly, we we may need to obtain substantial additional funding in connection with our continuing operations. If we are unable to raise capital when needed, or are unable to raise capital on favorable terms, we would be forced to delay, reduce, or eliminate our research and development programs or future commercialization efforts.

Our future capital requirements will depend on many factors, including:

●

the scope, progress, results, and costs of drug discovery, pre-clinical development, laboratory testing, and clinical trials for our drug candidates;

●

the scope, prioritization, and number of our research and development programs;

●

the costs, timing, and outcome of regulatory review of our drug candidates;

●

our ability to establish and maintain collaborations on favorable terms, if at all;

●

the achievement of milestones or occurrence of other developments that trigger payments under any collaboration agreements we currently have and may have in the future;

●

the extent to which we are obligated to reimburse, or entitled to reimbursement of, clinical trial costs under future collaboration agreements, if any;

●

the costs of preparing, filing, and prosecuting patent applications, maintaining and enforcing our intellectual property rights, and defending intellectual property-related claims;

●

the extent to which we acquire or in-license other drug candidates and technologies;

●

the costs of securing manufacturing arrangements for commercial production; and

●

the costs of establishing, or contracting for, sales and marketing capabilities if we obtain regulatory approvals to market its drug candidates.

Identifying potential drug candidates and conducting pre-clinical testing and clinical trials is a time-consuming, expensive, and uncertain process that takes many years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve drug sales. In addition, our drug candidates, if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of drugs that we do not expect to be commercially available for quite a few years, if at all. Accordingly, we will need to continue to rely on additional financing to achieve its business objectives. Adequate additional financing may not be available to us on acceptable terms, or at all.

Until such time, if ever, as we can generate substantial drug revenues, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances, and licensing arrangements.

If we raise funds through collaborations, strategic alliances, or licensing arrangements with third parties, we may have to relinquish valuable rights to its future revenue streams, research programs, or drug candidates or to grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce, or terminate our drug development or future commercialization efforts or grant rights to develop and market drug candidates that we would otherwise prefer to develop and market ourselves.

Contractual Obligations

The following table summarizes our significant contractual obligations as of payment due date by period at ~~June~~September 30, 2019:

Total

Less than 1 Year

1 to 3 Years

3 to 5 Years

More than 5 years

Debt repayments (1)

~~843~~985,~~470~~719

(1) Consists of payment obligations for loan agreement with Bison Capital and Zhongshan Bison Healthcare Investment Limited (Limited Partnership). As of ~~June~~September 30, 2019, we had $404,900 in outstanding principal under the agreement with Bison Capital and $~~438~~580,~~570~~819 outstanding principal and interest under the agreement with Zhongshan Bison Healthcare Investment Limited (Limited Partnership).

We also have obligations to make future payments to third party licensors that become due and payable on the achievement of certain development, regulatory and commercial milestones. This includes milestone payments associated with our license agreements. Possible future payments under our license arrangements include up to $10.5 million in payments related to abexinostat, up to $17.7 million related to XP-102, and up to $18 million related to XP-105. We have not included these commitments on our balance sheet or in the table above because the commitments are cancellable if the milestones are not completed and achievement and timing of these obligations are not fixed or determinable.

Xynomic enters into agreements in the normal course of business with contract research organizations (“CRO”) for clinical trials and clinical supply manufacturing and with vendors for pre-clinical research studies, synthetic chemistry, and other services and products for operating purposes. We have not included these payments in the table of contractual obligations above since the contracts are cancelable at any time by us, generally upon 30 days prior written notice to the vendor.

Off-Balance Sheet Arrangements

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

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks related to changes in interest rates. Our primary exposure to market risks is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates.

We are also exposed to market risk related to changes in foreign currency exchange rates. We contract with vendors that are located in Asia and Europe, which are denominated in foreign currencies. We are subject to fluctuations in foreign currency rates in connection with these agreements. We do not currently hedge our foreign currency exchange rate risk. As of ~~June~~September 30, 2019, we had $1.347 million ~~liabilities~~ liabilities denominated in foreign currencies.

Inflation generally affects us by increasing our labor costs and clinical trial costs. We do not believe that inflation had a material effect on its business, financial condition, or results of operations since its inception.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES .

(a) Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of ~~June~~September 30, 2019, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of ~~June~~September 30, 2019, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all ~~disclosure~~ disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter covered by this report that has materially affected, or are reasonably likely to materially affect, ~~our~~ our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Please read Note 13 to the Condensed Consolidated Financial Statements, “Commitments and Contingencies,” ~~which is incorporated herein by reference~~.

ITEM 1A. RISK FACTORS

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our registration statement on Form S-1(file No. 333-232598, as amended, the “Registration Statement”) initially filed with the SEC on July 11, 2019. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Registration Statement, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~The~~See ~~42,860,772~~description ~~Merger Consideration Shares and the 755,873 Backstop Shares were issued in reliance upon an exemption from the registration requirements~~ of ~~the Securities Act, pursuant to the Section 4(a) (2) of the Securities Act and Regulation S promulgated under the Securities Act~~Reg. ~~The Sellers~~ ~~and~~D ~~Yinglin~~Offering ~~Mark Xu receiving the shares represented their intentions to acquire the shares for investment only and not with a view to or for sale~~ in ~~connection~~Part ~~with any distribution, and appropriate restrictive legends were affixed to the certificates representing the shares~~I. The parties also had adequate access, through business or other relationships, to information about the Company. For additional information of the Merger Consideration Shares and Backstop Shares, please see Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~– Overview on page 21~~herein.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None~~On September 16, 2019, the Board of Directors (the “Board”) of the Company appointed Ms. Jinwei Coco Kou as the Chief Financial Officer and the Chief Accounting Officer of the Company, effective immediately. In conjunction with such appointment, on the same day, Mr. Yinglin Mark Xu resigned from his position as the Interim Chief Financial Officer, effective immediately. Mr. Xu’s resignation was not the result of any disagreement between the Company and him on any matter relating to the Company’s operations, policies or practices.

35Ms. Jinwei Coco Kou, age 38, previously serviced as the Interim Chief Accounting Officer of the Company, overseeing all accounting functions such as ledger accounts, financial statements, and cost control systems. Ms. Kou has extensive experience in internal controls, multinational operations and corporate finance of high-tech companies. From 2017 to 2018, Ms. Kou was the Chief Financial Officer at Salion Food Condiment Company Limited, a company listed on Hong Kong Stock Exchange. From 2008 to 2016, she was a Managing Director at Marcum Bernstein & Pinchuk LLP (“Marcum Bernstein”). Prior to joining Marcum Bernstein, from 2005 to 2008, Ms. Kou worked for Deloitte Touche Tohmatsu. Ms. Kou is a CPA in both the U.S. and China. Ms. Kou holds a Bachelor’s and a Master’s degree in Economics, both from Peking University, majoring in Finance and Risk Management and Insurance, respectively. Ms. Kou obtained an Executive MBA degree jointly awarded by Columbia Business School, London Business School and Hong Kong University Business School.

Ms. Kou does not have a family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.

Ms. Kou has received an offer letter from the Company (the “Offer Letter”), which sets her annual compensation of US$97,200 with a target annual bonus equal to 30% of the base salary. The Offer Letter also grants Ms. Kou an option, to be issued under the Company’s 2018 Incentive Plan, to purchase an aggregate of 276,000 shares of common stock of the Company at a price no less than the market price of the Company’s common stock at issuance, subject to certain vesting schedule, and establishes other terms and conditions governing her service for the Company.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
2.1		Merger Agreement (Incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed by the registrant on September 13, 2018)
2.2		Amendment No.1 to the Merger Agreement (Incorporated by reference to Exhibit 2.2 to the registrant’s Form S-4/A filed by the registrant on February 12, 2019)
2.3		Amendment No. 2 to the Merger Agreement (Incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed by the registrant on February 27, 2019)
2.4		Amendment No. 3 to the Merger Agreement (Incorporated by reference to Exhibit 2.4 to the registrant’s Form S-4/A filed by the registrant on April 4, 2019)
3.1		Certificate of Incorporation of the Company, effective on May 14, 2019 (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on May 15, 2019)
3.2		Amended and Restated Certificate of Incorporation of the Company, effective on May 15, 2019 (Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed on May 15, 2019)
3.3		Bylaws of the Company, effective as of May 15, 2019 (Incorporated by reference to Exhibit 3.3 to the registrant’s Current Report on Form 8-K filed on May 15, 2019)
10.1		Amended and Restated Registration Rights Agreement dated May 15, 2019 ((Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 15, 2019)
10.2		Form of Lock-Up Agreement (Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed by the registrant on September 13, 2018)
10.3		Form of Non-Competition Agreement (Incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed by the registrant on September 13, 2018)
10.4		Escrow Agreement dated May 13, 2019 (Incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on May 15, 2019)
10.5		Letter of Transmittal (Incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed by the registrant on September 13, 2018)
10.6		Backstop and Subscription Agreement, dated as of May 1, 2019 between Bison Capital Acquisition Corp. and Yinglin Mark Xu (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on May 2, 2019)
10.7		Form of Indemnification Agreement with each director and office (Incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed on May 15, 2019)
10.8		Form of Securities Purchase Agreement with investors in the Unit Offering dated July 10, 2019 (incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K filed on July 11, 2019)
10.9		Form of Warrant (incorporated by reference to Exhibit 10.2 to registrant’s current report on Form 8-K filed on July 11, 2019)
10.10		Form of Amended and Restated Securities Purchase Agreement by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K filed on September 6, 2019)
14.1		Insider Trading Policy (Incorporated by reference to Exhibit 14.1 to the registrant’s Current Report on Form 8-K filed on May 15, 2019)
17.1		Resignation of Peixin Xu (Incorporated by reference to Exhibit 17.1 to the registrant’s Current Report on Form 8-K filed on May 15, 2019)
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

August 15, 2019	XYNOMIC PHARMACEUTICALS HOLDINGS, INC.
November 14, 2019	XYNOMIC PHARMACEUTICALS HOLDINGS, INC.
	By:	/s/ Yinglin Mark Xu
		Yinglin Mark Xu
		Chief Executive Officer, Interim
		Chief Executive Office, President, and Chairman
		Chief Financial Officer, President, Chairman
	By:	/s/ Jinwei Coco Wei
		Jinwei Coco Wei
		Interim Chief Accounting Officer
		Chief Financial Officer and Chief Accounting Officer

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Filing Compare · XYNOMIC PHARMACEUTICALS HOLDINGS, INC.