Investors should read the following discussion and analysis of our financial
condition and results of operations together with our financial statements and
related notes included elsewhere in this Quarterly Report on Form 10­Q. This
discussion contains forward-looking statements that involve risks and
uncertainties, including those described in the section titled "Special Note
Regarding Forward-Looking Statements." Our actual results and the timing of
selected events could differ materially from those discussed below. Factors that
could cause or contribute to such differences include, but are not limited to,
those identified below and those set forth under the section titled "Risk
Factors" included elsewhere in this report.

Overview



We are a clinical stage biopharmaceutical company focused on the discovery and
development of small molecule kinase inhibitors for difficult-to-treat,
genomically defined cancers. Our mission is to expand the reach of targeted
therapeutics by developing products that are designed to address significant
unmet need. Our Kinnate Discovery Engine, which starts with the identification
of an unmet need among validated oncogenic drivers, utilizes our deep expertise
in medicinal chemistry and the tailored ecosystems of our partners to develop
our targeted therapies. We focus our discovery and development efforts on three
patient populations: (1) those with cancers that harbor known oncogenic drivers
(gene alterations that cause cancers) with no currently available targeted
therapies, (2) those with genomically well-characterized tumors that have
intrinsic resistance to currently available treatments (non-responders), and (3)
those whose tumors have acquired resistance over the course of therapy to
currently available treatments. Our Kinnate Discovery Engine, together with the
biomarker-driven approach of our drug development strategy and our continual
translational research and early global expansion in development, may enable us
to develop drugs with an increased probability of clinical success while
reducing the cost and risk of drug development.

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Our most advanced product candidate is KIN-2787, which is a Rapidly Accelerated
Fibrosarcoma (RAF) inhibitor we are developing for the treatment of patients
with lung cancer, melanoma, and other solid tumors. Unlike currently available
treatments that target only Class I B-Rapidly Accelerated Fibrosarcoma (BRAF)
kinase alterations, we have designed KIN-2787 to target Class II and Class III
BRAF alterations, where it would be a first-line targeted therapy, in addition
to covering Class I BRAF alterations. In April 2021, we filed an IND for
KIN-2787 with the FDA. In May 2021, the FDA cleared our IND for KIN-2787 and we
initiated KN-8701, a Phase 1 clinical trial evaluating KIN-2787. We began dosing
KIN-2787 in humans in the second half of 2021. In the second quarter of 2022, we
initiated the combination portion of KN-8701 to study KIN-2787 in combination
with binimetinib in patients with NRAS-mutant melanoma. In addition, in the
second quarter of 2022, KIN-2787 was granted Orphan Drug Designation by the FDA
for the treatment of stage IIb-IV melanoma. In the third quarter of 2022,
KIN-2787 was granted Fast Track designation by the FDA for treatment of patients
with BRAF Class II or III alteration-positive and/or NRAS mutation-positive
stage IIb to IV malignant melanoma that is metastatic or unresectable.

Additionally, we are evaluating KIN-3248, a Fibroblast Growth Factor Receptors
(FGFR) inhibitor, for the treatment of patients with intrahepatic
cholangiocarcinoma, a cancer of the bile ducts in the liver, and urothelial
carcinoma, a cancer of the bladder lining as well as other solid tumors.
KIN-3248 is designed to address clinically observed kinase domain mutations in
FGFR2 and FGFR3 that drive resistance to current therapies. In January 2022, the
FDA cleared our IND for KIN-3248 and in the first quarter of 2022 we initiated
KN-4802, a Phase 1 clinical trial for KIN-3248. We began dosing KIN-3248 in
humans in the second quarter of 2022. KIN-3248 has demonstrated proof of concept
in preclinical models showing activity across both initial FGFR 2/3 genomic
alterations and a broad range of common resistant variants that arise from first
generation FGFR 2/3 targeted therapies.

We are also advancing a number of other small molecule research programs,
including a Cyclin-Dependent Kinase 12 (CDK12) inhibitor in our KIN004 program
to target the treatment of ovarian carcinoma, triple-negative breast cancer and
metastatic castration-resistant prostate cancer.

In May 2021, we announced the closing of a Series A preferred stock financing of
our China joint venture, Kinnjiu Biopharma Inc. (Kinnjiu), to enable the
potential development and commercialization of certain targeted oncology product
candidates across Greater China (People's Republic of China (PRC), Hong Kong,
Taiwan, and Macau). Contributions from noncontrolling interest members totaled
$35.0 million before issuance costs of $0.2 million. As of September 30, 2022,
we held an approximately 58% equity interest in Kinnjiu. In the third quarter of
2022, we announced that KN-8701, the Phase 1 clinical trial evaluating KIN-2787,
was initiated in Taiwan by Kinnjiu.

Since our inception in 2018, we have devoted substantially all of our resources
to research and development activities, including with respect to our RAF and
FGFR programs and other research programs, business planning, establishing and
maintaining our intellectual property portfolio, hiring personnel, raising
capital, and providing general and administrative support for these operations.

We do not have any products approved for commercial sale, and we have not
generated any revenue from product sales or other sources since inception. Our
ability to generate product revenue sufficient to achieve profitability, if
ever, will depend on the successful development and eventual commercialization
of one or more of our product candidates which we expect, if it ever occurs,
will take a number of years. We also do not own or operate, and currently have
no plans to establish, any manufacturing facilities. We rely, and expect to
continue to rely, on third parties for the manufacture of our product candidates
for preclinical and clinical testing, as well as for commercial manufacturing if
any of our product candidates obtain marketing approval. We believe that this
strategy allows us to maintain a more efficient infrastructure by eliminating
the need for us to invest in our own manufacturing facilities, equipment and
personnel while also enabling us to focus our expertise and resources on the
development of our product candidates.

To date, we have financed our operations primarily through proceeds from the
issuance of common stock (including our IPO) and private placements of our
convertible preferred stock. As of September 30, 2022, we had cash and cash
equivalents and short-term and long-term investments of $262.1 million,
exclusive of $26.5 million at Kinnjiu. Based on our current operating plan, we
believe that our current cash and cash equivalents and short-term and long-term
investments will be sufficient to fund our planned operating expenses and
capital expenditure requirements into mid-2024.

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We have incurred significant losses since the commencement of our operations.
Our consolidated net loss for the nine months ended September 30, 2022 was $84.7
million, and we expect to continue to incur significant and increasing losses
for the foreseeable future as we continue to advance our product candidates and
any future product candidates from discovery through preclinical development and
into clinical trials as we seek regulatory approval for these product
candidates. Our net losses may fluctuate significantly from period to period,
depending on the timing of expenditures on our research and development
activities. As of September 30, 2022, we had an accumulated deficit of $227.8
million.

We expect our expenses and capital requirements will increase substantially in connection with our ongoing activities as we:

• advance our RAF and FGFR programs through clinical development;

• advance the development of our other small molecule research programs,

including our CDK12 inhibitor and next-generation programs for our product


   candidates;



• expand our pipeline of product candidates through our own product discovery and


   development efforts;



• seek to discover and develop additional product candidates;

• seek regulatory approvals for any product candidates that successfully complete


   clinical trials;



• establish a sales, marketing and distribution infrastructure to commercialize

any approved product candidates and related additional commercial manufacturing


   costs;



• implement operational, financial and management systems;

• attract, hire and retain additional clinical, scientific, management and

administrative personnel;

• maintain, expand, protect and enforce our intellectual property portfolio,

including patents, trade secrets and know how; and

• operate as a public company.





We will require substantial additional funding to develop our product candidates
and support our continuing operations. Until such time that we can generate
significant revenue from product sales or other sources, if ever, we expect to
finance our operations through the sale of equity, debt financings or other
capital sources, which could include income from collaborations, strategic
partnerships or marketing, distribution, licensing or other strategic
arrangements with third parties, or from grants. We may be unable to raise
additional funds or to enter into such agreements or arrangements on favorable
terms, or at all. Our ability to raise additional funds may be adversely
impacted by continued worsening global economic conditions and the recent
disruptions to, and volatility in, the credit and financial markets in the
United States and worldwide. Our failure to obtain sufficient funds on
acceptable terms when needed could have a material adverse effect on our
business, results of operations or financial condition, including requiring us
to have to delay, reduce or eliminate our product development or future
commercialization efforts. Insufficient liquidity may also require us to
relinquish rights to product candidates at an earlier stage of development or on
less favorable terms than we would otherwise choose. The amount and timing of
our future funding requirements will depend on many factors, including the pace
and results of our development efforts. We cannot provide assurance that we will
ever be profitable or generate positive cash flow from operating activities.

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The global COVID-19 pandemic continues to evolve. The extent of the impact of
the COVID-19 pandemic on our business, operations and development timelines and
plans remains uncertain, and will depend on certain developments, including the
duration and spread of the outbreak and its impact on our development
activities, ongoing and planned future clinical trial enrollment, current and
future trial sites, clinical research organizations (CROs), contract
manufacturing organizations (CMOs), and other third parties with whom we do
business, as well as its impact on regulatory authorities and our key scientific
and management personnel. To the extent possible, we are conducting business as
usual, with necessary or advisable modifications to our employee travel and work
processes, including having our employees work from home (which our employees
did almost exclusively between March 2020 and June 2021) and as part of a hybrid
model both in our offices and also from home (which we are currently executing).
Although some of the governmental orders and guidelines have terminated or are
now less restrictive than when originally implemented, we continue to actively
monitor the evolving situation related to COVID-19 and may take further actions
that alter our operations, including those that may be required by federal,
state or local authorities, or that we determine are in the best interests of
our employees and other third parties with whom we do business. At this point,
the ultimate extent to which the COVID-19 pandemic may affect our business,
operations and development timelines and plans, including the resulting impact
on our expenditures and capital needs, remains uncertain and is subject to
change.

We were incorporated in the State of Delaware in January 2018, and our principal
executive offices are in San Francisco, California. Our research and development
team is primarily based in San Diego, California, with a portion of our
management team based in San Francisco, California.

Components of Our Results of Operations

Revenue

To date, we have not generated any revenue and we do not expect to generate any revenue from the sale of products or from other sources in the foreseeable future.



Operating Expenses

Research and Development

Research and development expenses account for a significant portion of our operating expenses and consist primarily of external and internal expenses incurred in connection with the discovery and development of our product candidates.

External expenses include:

• expenses incurred in connection with the discovery, preclinical and clinical

development of our product candidates, including under agreements with third

parties, such as consultants and CROs;

• the cost of manufacturing compounds for use in our preclinical and clinical

studies, including under agreements with third parties, such as consultants and


   CMOs; and



• costs associated with consultants for chemistry, manufacturing and controls,

development, regulatory, statistics and other services, including expenses for


   technology and facilities.



Internal expenses include employee-related expenses, including salaries and benefits, travel and stock-based compensation expense for employees engaged in research and development functions.


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We expense research and development expenses in the periods in which they are
incurred. External expenses are recognized based on an evaluation of the
progress to completion of specific tasks using information provided to us by our
service providers or our estimate of the level of service that has been
performed at each reporting date. We track external expenses on the basis of
lead programs and other programs. However, we do not track internal costs on a
program specific basis because these costs are deployed across multiple programs
and, as such, are not separately classified. We utilize third party contractors
for our research and development activities and CMOs for our manufacturing
activities and we do not have our own laboratory or manufacturing facilities.
Therefore, we have no material facilities expenses attributed to research and
development.

Product candidates in later stages of development generally have higher
development costs than those in earlier stages. As a result, we expect that our
research and development expenses will increase substantially over the next
several years as we advance our product candidates through preclinical studies
into and through clinical trials, continue to discover and develop additional
product candidates and expand our pipeline, maintain, expand, protect and
enforce our intellectual property portfolio, and hire additional personnel.

The successful development of our product candidates is highly uncertain, and we
do not believe it is possible at this time to accurately project the nature,
timing and estimated costs of the efforts necessary to complete the development
of, and obtain regulatory approval for, any of our product candidates. To the
extent our product candidates continue to advance into clinical trials, as well
as advance into larger and later-stage clinical trials, our expenses will
increase substantially and may become more variable. We are also unable to
predict when, if ever, we will generate revenue from our product candidates to
offset these expenses. Our expenditures on current and future preclinical and
clinical programs are subject to numerous uncertainties in timing and cost to
completion. The duration, costs and timing of preclinical studies and clinical
trials and development of our product candidates will depend on a variety of
factors, including:

• the timing and progress of preclinical and clinical development activities;

• the number and scope of preclinical and clinical programs we decide to pursue;

• our ability to maintain our current research and development programs and to


   establish new ones;



• establishing an appropriate safety profile with IND-enabling toxicology


   studies;



• successful patient enrollment in, and the initiation and completion of,


   clinical trials;



 • per-subject trial costs;



• the number of clinical trials required for regulatory approval;

• the countries in which the clinical trials are conducted;

• the length of time required to enroll eligible subjects and initiate clinical


   trials;



• the number of subjects that participate in the clinical trials;

• the drop-out and discontinuation rate of subjects;

• potential additional safety monitoring requested by regulatory authorities;





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• the duration of subject participation in the clinical trials and follow-up;

• the successful completion of clinical trials with safety, tolerability and

efficacy profiles that are satisfactory to applicable regulatory authorities;

• the receipt of regulatory approvals from applicable regulatory authorities;

• the timing, receipt and terms of any marketing approvals and post-marketing

approval commitments from applicable regulatory authorities;

• the extent to which we establish collaborations, strategic partnerships or

other strategic arrangements with third parties, if any, and the performance of


   any such third party;



• obtaining and retaining research and development personnel;

• establishing commercial manufacturing capabilities or making arrangements with


   CMOs;



• development and timely delivery of commercial-grade drug formulations that can

be used in our ongoing and planned future clinical trials and for commercial


   launch; and



• obtaining, maintaining, defending and enforcing patent claims and other

intellectual property rights.





Any changes in the outcome of any of these factors could significantly impact
the costs, timing and viability associated with the development of our product
candidates.

General and Administrative

General and administrative expenses consist of salaries and benefits, travel and
stock-based compensation expense for personnel in executive, human resources,
finance and administrative functions; professional fees for legal, patent,
consulting, accounting and audit services; and expenses for technology and
facilities. We expense general and administrative expenses in the periods in
which they are incurred.

We expect that our general and administrative expenses will increase over the
next several years as we hire additional personnel to support the continued
research and development of our programs and growth of our business. We also
expect to continue to incur increased expenses as a result of operating as a
public company, including expenses related to accounting, audit, legal,
regulatory, compliance with the rules and regulations of the SEC, Sarbanes-Oxley
Act of 2002, as amended (Sarbanes-Oxley Act), and those of the Nasdaq Global
Select Market or any other national securities exchange on which our securities
are traded, director and officer insurance, investor and public relations, and
other administrative and professional services.

Other Income, Net

Other Income, Net

Other income, net primarily consists of interest income generated from our cash equivalents in interest-bearing money market accounts and short-term and long-term investments.


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Results of Operations

Comparison of Three and Nine Months Ended September 30, 2022 and 2021

The following table summarizes our results of operations for the periods indicated:



                                                                              Three Months Ended September 30,                          Nine Months Ended September 30,
                                                                                 2022                   2021            Change            2022                   2021            Change
                                                                                       (in thousands)                                           (in thousands)
Operating expenses:
Research and development                                                   

$ 23,548 $ 18,729 $ 4,819 $ 62,962

     $         47,637     $  15,325
General and administrative                                                            7,824                  6,073        1,751               22,875                 16,215         6,660
Total operating expenses                                                             31,372                 24,802        6,570               85,837                 63,852        21,985
Loss from operations                                                                (31,372 )              (24,802 )     (6,570 )            (85,837 )              (63,852 )     (21,985 )
Other income, net                                                                       635                    100          535                1,129                    248           881
Net loss                                                                            (30,737 )              (24,702 )     (6,035 )            (84,708 )              (63,604 )     (21,104 )

Net loss attributable to redeemable convertible noncontrolling interests

               -                      -            -                    -                      -             -
Net loss attributable to Kinnate                                           $        (30,737 )     $        (24,702 )   $ (6,035 )   $        (84,708 )     $        (63,604 )   $ (21,104 )

Research and Development Expenses

The following table summarizes our research and development expenses incurred during the periods indicated:



                                               Three Months Ended September 30,          Increase          Nine Months Ended September 30,          Increase
                                                  2022                  2021            (Decrease)           2022                  2021            (Decrease)
                                                        (in thousands)                                             (in thousands)
External expenses:
RAF                                          $         6,230       $         6,245     $        (15 )   $        16,312       $        16,750     $       (438 )
FGFR                                                   3,491                 3,015              476               9,598                 8,754              844
Other programs and other unallocated costs             4,589                 3,142            1,447              12,161                 6,726            5,435
Total external expenses                               14,310                12,402            1,908              38,071                32,230            5,841
Internal expenses                                      9,238                 6,327            2,911              24,891                15,407            9,484

Total research and development expenses $ 23,548 $ 18,729 $ 4,819 $ 62,962 $ 47,637 $ 15,325





Research and development expenses were $23.5 million for the three months ended
September 30, 2022 compared to $18.7 million for the three months ended
September 30, 2021, an increase of $4.8 million. The increase was primarily
attributable to an increase of $0.5 million in external expenses for our FGFR
program given the increased activity as this program advanced into the clinic,
an increase of $1.4 million in external expenses for non-lead programs
reflecting increased spend in early-stage pipeline research, as well as an
increase of $2.9 million in internal research and development expenses as a
result of a significant increase in research and development personnel and
higher stock-based compensation. Research and development expenses included $0.9
million incurred at Kinnjiu during the three months ended September 30, 2022
compared to $0.2 million during the three months ended September 31. 2021 as the
entity began operations in the second quarter of 2021.

For the nine months ended September 30, 2022, research and development expenses
were $63.0 million compared to $47.6 million for the same period in 2021, an
increase of $15.3 million. Similar to the three months ended September 30, 2022,
the increase was primarily driven by an increase of $0.8 million in external
expenses for our FGFR program given the increased activity as this program
advanced into the clinic, an increase of $5.4 million in external expenses for
non-lead programs reflecting increased spend in early-stage pipeline research,
as well as an increase of $9.5 million in internal research and development
expenses as a result of a significant increase in research and development
personnel and higher stock-based compensation. These increases were partially
offset by a decrease of $0.4 million in our RAF program attributable to
decreased manufacturing activity and pre-clinical research costs during 2022.
Research and development expenses included $2.5 million incurred at Kinnjiu
during the nine months ended September 30, 2022 compared to $0.2 million during
the nine months ended September 30, 2021. We expect research and development
expenses to continue to increase through the end of 2022 due to higher external
costs and increasing headcount in connection with advancing our RAF, FGFR and
other programs into later stages of development.

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General and Administrative Expenses



General and administrative expenses were $7.8 million for the three months ended
September 30, 2022 compared to $6.1 million for the three months ended September
30, 2021, an increase of $1.7 million. For the nine months ended September 30,
2022, general and administrative expenses were $22.9 million compared to $16.2
million for the same period in 2021, an increase of $6.7 million. These
increases were primarily driven by an increase in headcount, higher stock-based
compensation and increased consulting and professional services expenses. We
expect general and administrative expenses to continue to be similar to these
levels through the end of 2022.

Other Income, Net



Other income, net was $0.6 million for the three months ended September 30, 2022
compared to $0.1 million for the three months ended September 30, 2021, an
increase of $0.5 million. For the nine months ended September 30, 2022, other
income, net was $1.1 million compared to $0.2 million for the same period in
2021, an increase of $0.9 million. These increases were primarily driven by a
higher average investment balance during both the three and nine months ended
September 30, 2022 compared to the same prior year periods, as our excess cash
was more fully invested, as well as a significant increase in interest rates
during 2022.

Liquidity and Capital Resources

Sources of Liquidity



On December 7, 2020, we completed our IPO. In connection with our IPO, we issued
and sold 13,800,000 shares of our common stock at a price to the public of
$20.00 per share resulting in gross proceeds of $276.0 million before deducting
underwriting discounts and commissions and other offering expenses.
Additionally, in January 2022, we filed a shelf registration with the SEC on
Form S-3ASR (File No. 333-261970). The shelf registration statement included a
prospectus supplement for an at-the-market offering (ATM Offering) to sell up to
an aggregate of $150.0 million of shares of our common stock that may be issued
and sold from time to time under a sales agreement with SVB Leerink LLC. To
date, no shares have been issued and sold pursuant to the ATM Offering. In March
2022, we filed certain post-effective amendments to the Form S-3ASR for the
purpose of, among other things, converting the registration statement to the
proper submission type for a non-automatic shelf registration statement and
providing that the base prospectus included in the registration statement covers
the offering, sale and issuance by us of up to $350.0 million in the aggregate
of the securities identified in the registration statement in one or more
offerings. The $150.0 million of common stock that may be offered, issued and
sold in the ATM Offering is included in the $350.0 million of securities that
may be offered, issued and sold by us under the base prospectus. Prior to our
IPO, we funded our operations primarily through private placements of our
convertible preferred stock with aggregate gross proceeds of $191.6 million.

Our primary uses of cash to date have been to fund our research and development activities, including with respect to our RAF and FGFR programs and other research programs, business planning, establishing and maintaining our intellectual property portfolio, hiring personnel, raising capital, and providing general and administrative support for these operations.


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Future Funding Requirements



To date, we have not generated any revenue. We do not expect to generate any
meaningful revenue unless and until we obtain regulatory approval of and
commercialize any of our product candidates, and we do not know when, or if,
that will occur. Until such time as we can generate significant revenue from
product sales, if ever, we will continue to require substantial additional
capital to develop our product candidates and fund operations for the
foreseeable future. We expect our expenses to increase significantly in
connection with our ongoing activities as described in greater detail below. We
are subject to all the risks incident in the development of new
biopharmaceutical products, and we may encounter unforeseen expenses,
difficulties, complications, delays and other unknown factors that may harm our
business. We expect our expenses to increase significantly, as we:

• advance our RAF and FGFR programs through clinical development;

• advance the development of our other small molecule research programs,

including our CDK12 inhibitor;

• expand our pipeline of product candidates through our own product discovery and


   development efforts;



• seek to discover and develop additional product candidates;

• seek regulatory approvals for any product candidates that successfully complete


   clinical trials;



• establish a sales, marketing and distribution infrastructure to commercialize

any approved product candidates and related additional commercial manufacturing


   costs;



• implement operational, financial and management systems;

• attract, hire and retain additional clinical, scientific, management and

administrative personnel;

• maintain, expand, protect and enforce our intellectual property portfolio,

including patents, trade secrets and know how; and

• operate as a public company.





In order to complete the development of our product candidates and to build the
sales, marketing and distribution infrastructure that we believe will be
necessary to commercialize our product candidates, if approved, we will require
substantial additional funding. Until we can generate a sufficient amount of
revenue from the commercialization of our product candidates, we may seek to
raise any necessary additional capital through the sale of equity, debt
financings or other capital sources, which could include income from
collaborations, strategic partnerships or marketing, distribution, licensing or
other strategic arrangements with third parties, or from grants. To the extent
that we raise additional capital through the sale of equity or convertible debt
securities, the ownership interest of our stockholders will be or could be
diluted, and the terms of these securities may include liquidation or other
preferences that adversely affect the rights of our common stockholders. Debt
financing and preferred equity financing, if available, may involve agreements
that include covenants limiting or restricting our ability to take specific
actions, including restricting our operations and limiting our ability to incur
liens, issue additional debt, pay dividends, repurchase our common stock, make
certain investments or engage in merger, consolidation, licensing or asset sale
transactions. If we raise funds through collaborations, strategic partnerships
and other similar arrangements with third parties, we may be required to grant
rights to develop and market product candidates that we would otherwise prefer
to develop and market ourselves. We may be unable to raise additional funds or
to enter into such agreements or arrangements on favorable terms, or at all. Our
ability to raise additional funds may be adversely impacted by potential
worsening global economic conditions and the recent disruptions to, and
volatility in, the credit and financial markets in the United States and
worldwide resulting from the ongoing COVID-19 pandemic and otherwise. If we are
unable to raise additional funds when needed, we may be required to delay,
reduce or eliminate our product development or future commercialization efforts.

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Based on our current operating plan, we believe that our current cash and cash
equivalents and investments will be sufficient to fund our planned operating
expenses and capital expenditure requirements into mid-2024. We have based our
projections of operating capital requirements on our current operating plan,
which includes several assumptions that may prove to be incorrect, and we may
use all of our available capital resources sooner than we expect.

Because of the numerous risks and uncertainties associated with research, development and commercialization of product candidates, we are unable to estimate the exact amount and timing of our working capital requirements. Our future funding requirements will depend on many factors, including:

• the scope, timing, progress, results and costs of researching and developing

our product candidates, and conducting preclinical studies and clinical trials;

• the scope, timing, progress, results and costs of researching and developing

other product candidates that we may pursue;

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

• the costs of future activities, including product sales, medical affairs,

marketing, manufacturing and distribution, for any of our product candidates

for which we receive marketing approval;

• the costs of manufacturing commercial-grade products and sufficient inventory

to support commercial launch;

• the revenue, if any, received from commercial sale of our products, should any

of our product candidates receive marketing approval;

• the cost and timing of attracting, hiring and retaining skilled personnel to

support our operations and continued growth;

• the costs of preparing, filing and prosecuting patent applications, maintaining

and enforcing our intellectual property rights and defending intellectual


   property-related claims;



• our ability to establish and maintain collaborations, strategic partnerships or

marketing, distribution, licensing or other strategic arrangements with third

parties on favorable terms, if at all;

• the extent to which we acquire or in-license other product candidates and


   technologies, if any;



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• the timing, receipt and amount of sales of, or milestone payments related to or

royalties on, our current or future product candidates, if any; and

• the costs associated with operating as a public company.





A change in the outcome of any of these or other factors with respect to the
development of any of our product candidates could significantly change the
costs and timing associated with the development of that product candidate.
Furthermore, our operating plans may change in the future, and we may need
additional funds to meet operational needs and capital requirements associated
with such operating plans.

We lease office space in San Diego, California and San Francisco, California. In
June 2021, we entered into an agreement to lease 8,088 rentable square feet of
office space located in San Diego, California (SD Lease) for a period of five
years and four months with a lease commencement date of March 2022.
Additionally, we have an option to extend the SD Lease for an additional five
years at the end of the initial term. In August 2021, we entered into an
agreement to lease 5,698 rentable square feet of office space located in San
Francisco, California (SF Lease) for an initial term that commenced on January
1, 2022 and expires June 30, 2026. Additionally, we have an option to extend the
SF Lease for an additional three years at the end of the initial term. As of
September 30, 2022, we have $1.0 million and $3.4 million in current and
long-term operating lease liabilities, respectively.

In addition, we have entered into agreements in the normal course of business
with certain vendors for the provision of goods and services, which includes
manufacturing services with CMOs and development services with CROs. These
agreements may include certain provisions for purchase obligations and
termination obligations that could require payments for the cancellation of
committed purchase obligations or for early termination of the agreements. The
amount of the cancellation or termination payments vary and are based on the
timing of the cancellation or termination and the specific terms of the
agreement. These obligations and commitments are not separately presented.

Cash Flows



The following table sets forth the primary sources and uses of cash for the
periods indicated:
                                                                   Nine Months Ended September 30,
                                                                    2022                   2021
                                                                           (in thousands)
Net cash used in operating activities                          $       (65,286 )     $         (48,542 )
Net cash used in investing activities                                  (24,397 )              (182,912 )
Net cash provided by financing activities                                  967                  35,680
Effect of exchange rate changes on cash and cash equivalents                (2 )                     -

Net decrease in cash, cash equivalents and restricted cash $ (88,718 ) $ (195,774 )

Operating Activities



Net cash used in operating activities during the nine months ended September 30,
2022 was $65.3 million. This consisted of our consolidated net loss of
$84.7 million offset by a net increase in working capital of $3.4 million,
primarily due to increases in accounts payable and accrued expenses and
operating lease right-of-use assets and liabilities and a decrease in prepaid
expenses and other assets, net of stock compensation expense of $14.6 million,
depreciation expense of $0.4 million and amortization/accretion of investments
of $1.0 million.

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Net cash used in operating activities during the nine months ended September 30,
2021 was $48.5 million. This consisted of our consolidated net loss of
$63.6 million offset by a net increase in working capital of $2.8 million,
primarily due to an increase in accounts payable and accrued expenses partially
offset by an increase in prepaid expenses and other assets, net of stock
compensation expense of $10.7 million and amortization/accretion of investments
of $1.4 million.

Investing Activities

Net cash used in investing activities during the nine months ended September 30,
2022 was $24.4 million and related primarily to purchases of short-term and
long-term investments totaling $131.1 million partially offset by the sales and
maturities of short-term and long-term investments totaling $109.3 million.
Additionally, purchases of property and equipment totaled $2.6 million during
the nine months ended September 30, 2022.

Net cash used in investing activities during the nine months ended September 30,
2021 was $182.9 million and related primarily to purchases of short-term and
long-term investments totaling $216.6 million partially offset by the sales and
maturities of short-term and long-term investments totaling $33.8 million.

Financing Activities



Net cash provided by financing activities during the nine months ended September
30, 2022 was $1.0 million, which consisted of proceeds from the issuance of
common stock upon stock option exercises and under our employee stock purchase
plan of $0.6 million and $0.4 million, respectively.

Net cash provided by financing activities during the nine months ended September
30, 2021 was $35.7 million. This consisted of contributions from noncontrolling
interest owners of $34.9 million, net of offering costs, proceeds from the
issuance of common stock upon stock option exercises of $0.3 million and
proceeds from the issuance of common stock under our employee stock purchase
plan of $0.5 million.

Off-Balance Sheet Arrangements



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

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with generally
accepted accounting principles in the United States. The preparation of our
consolidated financial statements and related disclosures requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
costs and expenses, and the disclosure of contingent assets and liabilities in
our financial statements. We base our estimates on historical experience, known
trends and events and various other factors that we believe are reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily
apparent from other sources. We evaluate our estimates and assumptions on a
periodic basis. Our actual results may differ from these estimates.

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Our critical accounting policies and estimates are described in the section
titled "Management's Discussion and Analysis of Financial Condition and Results
of Operations-Critical Accounting Policies and Significant Judgments and
Estimates" in our Annual Report on Form 10­K filed with the SEC on March 28,
2022 and the notes to the financial statements appearing elsewhere in this
Quarterly Report on Form 10­Q. During the three and nine months ended September
30, 2022, there were no material changes to our critical accounting policies and
estimates from those discussed in our Annual Report on Form 10­K filed with the
SEC on March 28, 2022.

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