You should read the following discussion and analysis of our financial condition
and results of operations together with our financial statements and the notes
to those statements included elsewhere in this Quarterly Report on Form 10-Q. In
addition to historical financial information, this discussion and analysis
contains forward-looking statements that reflect our plans, estimates and
beliefs. You should not place undue reliance on these forward-looking
statements, which involve risks and uncertainties. As a result of many factors,
including but not limited to those set forth under ''Risk Factors,'' our actual
results may differ materially from those anticipated in these forward-looking
statements. See "Cautionary Note Regarding Forward-Looking Statements."

Overview

Zosano Pharma Corporation is a clinical-stage biopharmaceutical company focused
on providing rapid systemic administration of therapeutics and other bioactive
molecules to patients using our proprietary transdermal microneedle system (the
"System"). Our System is designed to facilitate rapid drug absorption into the
bloodstream, and to provide an improved pharmacokinetic ("PK") profile compared
to original dosage forms. The System consists of a 3cm2 to 6cm2 array of
titanium microneedles approximately 200-350 microns in length, coated with a
hydrophilic formulation of drug, mounted on an adhesive patch. The patch is
designed to be applied with a reusable hand-held applicator that presses the
microneedles into the skin to a uniform depth in each application, close to the
capillary bed, allowing for dissolution and absorption of the drug, but not deep
enough to contact the nerve endings in the skin. The microneedles are designed
to penetrate the stratum corneum in an effort to allow the drug to be absorbed
into the microcapillary system of the skin.

We have no product sales to date, and we will not have product sales unless and
until we receive approval from the U.S. Food and Drug Administration (the
"FDA"), or equivalent foreign regulatory bodies, to market and sell any product
candidates. Accordingly, our success depends not only on the development, but
also on our ability to finance the development of any product candidates. We
will require substantial additional funding to complete development and seek
regulatory approval for any products. In addition, our clinical and
pre-commercial manufacturing activities have been suspended following our March
2022 and April 2022 workforce reductions.

M207 for Migraine



Our recent development efforts were focused on our product candidate, M207, our
proprietary formulation of zolmitriptan delivered utilizing our System.
Zolmitriptan is one of a class of serotonin receptor agonists known as triptans
and is used as an acute treatment for migraine. Migraine is a debilitating
neurological disease, symptoms of which include moderate to severe headache
pain, nausea and vomiting, and abnormal sensitivity to light and sound. M207 was
developed with the intent of providing faster onset of efficacy and sustained
freedom from migraine symptoms. M207 is designed to provide rapid absorption of
zolmitriptan into the bloodstream without dependence on the gastrointestinal
("GI") tract.

We submitted a 505(b)(2) New Drug Application ("NDA") for M207 to the FDA on
December 20, 2019, and on October 20, 2020, we received a Complete Response
Letter ("CRL") from the FDA with respect to the NDA. The CRL cited inconsistent
zolmitriptan exposure levels observed across clinical pharmacology studies,
which had been previously identified in the FDA's discipline review letter that
we received on September 29, 2020. Specifically, the CRL noted differences in
zolmitriptan exposures observed between subjects receiving different lots of
M207 in our trials and inadequate PK bridging between the lots that made
interpretation of some safety data unclear. The CRL referenced unexpected high
plasma concentrations of zolmitriptan observed in five study subjects enrolled
in our PK studies. The FDA recommended that we conduct a repeat bioequivalence
study comparing lots manufactured with the equipment used during development.
The CRL noted that additional product quality validation data, which were
planned to be submitted following approval, if received, were required to be
submitted with the application. In addition, the CRL mentioned that due to U.S.
Government and/or Agency-wide restrictions on travel, inspections of our
contract manufacturing and/or critical subcontractor facilities were not able to
be conducted before the FDA's goal date for completing its review of the
original NDA, but that such inspections would be required and would have to be
conducted before the application may be approved. In addition, a pre-approval
inspection of our Fremont, California facility by the FDA is expected. However,
following a March 2022 workforce reduction, we would need to hire additional
employees to support any pre-approval inspection.

On January 29, 2021, we held a Type A meeting with the FDA Division of Neurology
II (the "Division") regarding the requirements for resubmission of the M207 NDA
and, in February 2021, we received the final meeting minutes from the FDA. The
Type A meeting minutes were generally consistent with our expectations to
conduct an additional PK study for inclusion in an NDA resubmission package. In
a post-meeting comment, the FDA recommended a skin assessment on patients in the
PK study to generate additional safety information, which was included in the
proposed study protocol submitted to the FDA for
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review. After the receipt of FDA comments and recommendations to our proposed PK
study protocol for M207, we made the recommended changes and established an
agreement with a contract research organization to conduct the PK study required
to support the resubmission of the M207 505(b)(2) NDA.

On October 4, 2021, we announced that we had received preliminary top-line
results from the PK study and had been granted a Type C written response-only
meeting with the FDA regarding the resubmission of the M207 NDA. The study
included 48 healthy volunteers and evaluated approximately 2,500 samples
utilizing lots of M207 produced with two different pieces of manufacturing
equipment. The study was designed to evaluate safety and the pharmacokinetics of
M207 compared to a control of two 5 mg doses of intranasal zolmitriptan. The
safety assessment showed that M207 was generally well tolerated, consistent with
previous studies. The PK study data showed that there were no outliers with
unexpected high plasma concentrations of zolmitriptan, which was a focus of the
FDA as identified in the CRL for the original M207 NDA. The FDA had also raised
questions regarding differences in zolmitriptan exposures observed between
subjects receiving different lots of M207 in our clinical trials. The PK study
data showed that drug plasma concentration levels of M207 produced on
manufacturing equipment at our Fremont, California facility, which produced M207
patches for our long-term safety study, were lower compared to control and to
M207 produced by alternative equipment, that was the basis for our Phase 2/3
clinical efficacy data in our original NDA submission, but within ranges
consistent with approved therapeutic dose levels of zolmitriptan. On October 25,
2021, we received full data tables from our PK study, which were consistent with
the top-line results announced on October 4, 2021. On October 27, 2021, we
submitted a briefing package to the FDA in advance of the Type C
written-response-only meeting previously granted by the FDA to obtain feedback
on our strategy for resubmitting the M207 505(b)(2) NDA.

We received Type C written responses from the FDA with respect to our strategy
for resubmitting the M207 505(b)(2) NDA, which, among other things, noted
concerns regarding our approach for establishing a PK bridge to ZOMIG® nasal
spray (NDA 21-450) (the "Listed Drug") through comparisons across multiple PK
studies of M207, particularly Study CP-2019-002, which included PK outliers.

On January 18, 2022, we resubmitted our NDA to the FDA. In line with our
previously disclosed resubmission strategy, the NDA was resubmitted under
Section 505(b)(2) of the Food, Drug, and Cosmetic Act. The 505(b)(2) submission
relies on the FDA's findings of safety and efficacy of the Listed Drug. The
resubmitted NDA relied primarily on data from the recently completed Phase 1 PK
study (CP 2021-001), along with previous PK studies evaluating M207 (CP-2018-002
and CP-2019-002), with the goal of establishing comparative bioavailability to
the Listed Drug.

On February 17, 2022, we received a response letter from the FDA (the "FDA
Notice") with regard to our January 18, 2022 NDA resubmission. The FDA Notice
stated that the FDA did not consider the resubmitted M207 NDA to be a complete
response to the deficiencies identified in the FDA's October 20, 2020 CRL, and
that the FDA will not begin substantive review of the application until a
complete response is received. Among other things, the FDA Notice stated that
our strategy for establishing a PK bridge to the Listed Drug by relying
primarily on data from the Study CP-2021-001 was not acceptable, due in part to
differences between the design of Study CP-2021-001, which compared the PK of
M207 to two sequential doses of the Listed Drug, and the criteria for re-dosing
set forth in the labeling instructions for the Listed Drug. The FDA Notice
described alternative methods through which we may establish a PK bridge to the
Listed Drug, including: (i) by demonstrating bioequivalence to the Listed Drug
using standard criteria for all PK exposure metrics, including through a
combination of relevant PK data and modeling or simulation procedures; or (ii)
by conducting a relative bioavailability study in healthy volunteer subjects.

On April 14, 2022, the FDA granted us a twelve-month extension until April 20,
2023 to resubmit our M207 NDA without considering the application to have been
withdrawn. However, in order to preserve our capital and cash resources, we have
suspended our M207 program, manufacturing operations at our Fremont, California
facility and activities at our third-party contract manufacturing organizations
("CMOs") related to the qualification of commercial manufacturing equipment. We
currently do not have capital or resources to continue with the development of
M207 or resubmission of the M207 NDA.

Reverse Stock Split



On April 8, 2022, at a special meeting of stockholders, our stockholders
approved a proposal authorizing our board of directors, in its discretion, to
effect a reverse stock split of our outstanding shares of common stock at a
ratio ranging from 1-for-5 to 1-for-50 to be determined by the board of
directors and effected, if at all, no later than May 16, 2022. On April 8, 2022,
our board of directors approved a 1-for-35 reverse stock split of our
outstanding common stock. A Certificate of Amendment to the Amended and Restated
Certificate of Incorporation effecting the reverse stock split was filed with
the Secretary of State of the State of Delaware on April 11, 2022 and the
reverse stock split became effective. At the effective time, every thirty-five
shares of common stock issued and outstanding were automatically combined into
one share of issued and outstanding common stock. The par value remained
unchanged at $0.0001 per share. No fractional shares of common stock were issued
in the
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reverse stock split, but in lieu thereof, each holder of common stock who would
otherwise have been entitled to a fraction of a share in the reverse stock split
received a cash payment. A proportionate adjustment was made to the per share
exercise price, if applicable, and the number of shares issuable upon the
exercise or vesting of outstanding equity awards, options and warrants to
purchase shares of our common stock and to the number of shares reserved for
issuance pursuant to our equity incentive compensation plans. The reverse stock
split affected all stockholders of our common stock uniformly, and did not
affect any stockholder's percentage of ownership interest. As a result of the
reverse stock split, the number of our outstanding shares of common stock as of
April 11,2022 decreased from 171,579,255 (pre-split) shares to 4,902,260
(post-split) shares. Unless otherwise noted, all share and per share information
included in this Quarterly Report on Form 10Q have been retroactively adjusted
to give effect to the reverse stock split.

The reverse stock split did not affect the number of shares of common stock authorized for issuance under our certificate of incorporation, which remained at 250,000,000 shares.

Critical Accounting Policies and Significant Judgments and Estimates



Our management's discussion and analysis of our financial condition and results
of operations is based on our financial statements, which have been prepared in
accordance with United States generally accepted accounting principles ("U.S.
GAAP"). The preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements, as well as the reported results of operations
during the reporting periods. Our estimates are based on our historical
experience and on 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. Actual results could differ from these estimates under different
assumptions or conditions.

While there have been no significant changes to our existing critical accounting
policies which are included in Note 2. Summary of Significant Accounting
Policies to the financial statements included in our Annual Report on Form 10-K
for the year ended December 31, 2021, filed with the U.S. Securities and
Exchange Commission (the "SEC") on March 17, 2022, we believe that beginning
with the quarter ended March 31, 2022, the accounting policy discussed below is
critical to understanding our historical and future performance, as this policy
relates to a significant area involving management's judgments and estimates.

Impairment of Long-Lived Assets



We evaluate our long-lived assets for indications of possible impairment
annually or whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets is
measured by a comparison of the carrying amount of the asset to the estimated
undiscounted future cash flows expected to be generated by the asset. If the
carrying amount of the asset exceeds its estimated future cash flows, an
impairment charge is recognized for the amount by which the carrying amount of
the asset exceeds the fair value of the asset.

Financial Operations Overview

General



Since inception, we have incurred recurring operating losses and negative cash
flows from operating activities, and expect to incur significant losses in the
foreseeable future. As of March 31, 2022, we had an accumulated deficit of
$395.5 million and approximately $13.5 million in cash and cash equivalents. As
of May 11, 2022, we had approximately $9.9 million of cash and cash equivalents,
which is not sufficient to fund our anticipated level of operations and meet our
obligations as they become due within twelve months following the date of filing
of this Quarterly Report on Form 10-Q. If we are not able to obtain required
funding in the near future or obtain funding on favorable terms it will have a
material adverse effect on our operations. Without additional capital, our
liquidity, financial condition and business prospects will be materially and
adversely affected, and we may have to cease operations. Our ability to raise
capital is limited by the significant decline in our market capitalization and
current market conditions.

We do not have capital or resources to continue with the development of M207 or
resubmission of the M207 NDA and we have suspended our M207 program,
manufacturing operations at our Fremont, California facility and activities at
our third-party CMO"s related to the qualification of commercial manufacturing
equipment.

We have retained SierraConstellation Partners, LLC, as an independent financial
advisor to assist in exploring financial and strategic alternatives to maximize
value, which may include, but not be limited to, asset or equity sales, joint
venture and partnership opportunities, and restructuring, amendment or
refinancing of existing liabilities. We are also evaluating various alternatives
to improve our liquidity, including but not limited to, further reductions of
operating expenditures and other contractual obligations.
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There can be no assurances that we will be able to successfully raise capital,
improve our financial position and liquidity, restructure our obligations, enter
into any asset or equity sale, joint venture or partnership opportunity and/or
otherwise achieve any of these objectives.

We are seeking opportunities to evaluate collaborations with strategic partners
to further the clinical development of our technology. However, we cannot
forecast with any degree of certainty if we will receive additional capital or
collaboration revenue in the future, as a result of any partnership that we
might pursue for any potential future use of our technology or how such
arrangements would affect our development plans or capital requirements. As a
result of these uncertainties, we are unable to determine the duration and
completion of costs of research and development projects or if, when and to what
extent we will generate revenue. Additionally, a future collaborative partner
may only be interested in applying our technology in the development and
advancement of their own product candidates.

The aforementioned factors raise substantial doubt about our ability to continue
as a going concern for a period of one year from the issuance of these financial
statements. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Service revenue



Service revenue is related to feasibility studies in which we provide research
and development services to customers to determine the feasibility of using our
System in connection with the customers' pharmaceutical agents.

Cost of service revenue

Cost of service revenue consists of personnel and material costs associated with feasibility studies.

Research and development expenses

Research and development expenses consist primarily of:

•Salaries and related expenses for personnel in research and development functions, including stock-based compensation;

•Expenses related to the production of our System, including the purchase of active pharmaceutical ingredients and raw materials as well as fees paid to CMOs;



•Expenses related to the performance of drug formulation and clinical trials and
studies, including fees paid to CROs, clinical consultants, clinical trial sites
and vendors, including Institutional Review Boards, in conjunction with
implementing and monitoring our clinical trials and acquiring and evaluating
clinical trial data, including all related fees, such as for investigator
grants, patient screening fees, laboratory work and statistical compilation and
analysis; and

•Allocation of certain shared costs, such as facilities-related costs.

In the three months ended March 31, 2022, our research and development efforts and resources focused primarily on advancing the development of M207.

General and administrative expenses



General and administrative expenses consist principally of personnel-related
costs, professional fees for legal, consulting, audit and tax services and other
general operating expenses not otherwise included in research and development.
We expect that our general and administrative expenses may increase as we pursue
strategic options.

Impairment loss

We evaluate our long-lived assets for indications of possible impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets is measured by a
comparison of the carrying amount of the asset to the estimated undiscounted
future cash flows expected to be generated by the asset. If the carrying amount
of the asset exceeds its estimated future cash flows, an impairment charge is
recognized for the amount by which the carrying amount of the asset exceeds the
fair value of the asset.

Other income and expense

Interest income. Interest income consists primarily of interest, amortization of
purchase premiums and accretion of purchase discounts, if any, related to our
investments in marketable securities.
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Interest expense. Interest expense consists primarily of interest costs and associated amortization of debt discounts and issuance costs, if any, related to debt financing.



Other income (expense). Other income (expense), net consists of miscellaneous
income and expenses that are not included in other categories of the statement
of operations.

Results of Operations

Comparison of the three months ended March 31, 2022 and 2021



                                        Three Months Ended March 31,                   Change
                                             2022                    2021         Amount         %
                                            (unaudited; in thousands, except percentages)
  Service revenue               $            132                   $   258      $   (126)      (49) %
  Operating expenses:
  Cost of service revenue       $             86                   $   162      $    (76)      (47) %
  Research and development      $          4,481                   $ 5,330      $   (849)      (16) %
  General and administrative    $          2,942                   $ 2,814      $    128         5  %
  Impairment Loss               $         25,941                   $     -      $ 25,941          N/A

  Other income (expense):
  Interest income               $              2                   $     1      $      1       100  %
  Interest expense              $            (73)                  $   (97)     $     24       (25) %
  Other income (expense), net   $            (20)                  $     2      $    (22)           *




* Not meaningful.

Service revenue

For the three months ended March 31, 2022, service revenue decreased
approximately $0.1 million, or 49% as compared to the same period in 2021. The
decrease is a result of only one remaining active feasibility study related to
an agreement with a pharmaceutical company as compared to three such active
studies in the three months ended March 31, 2021. We expect this study to be
complete in the second quarter of 2022. We do not anticipate having additional
service revenue unless and until we enter into new agreements.

Cost of service revenue



For the three months ended March 31, 2022, cost of service revenue decreased
approximately $0.1 million, or 47% as compared to the same period in 2021. The
decrease is a result of only one remaining active feasibility study related to
an agreement with a pharmaceutical company as compared to three such active
studies in the three months ended March 31, 2021. We expect this study to be
completed in the second quarter of 2022. We do not anticipate having additional
cost of service revenue unless and until we enter into new agreements.

Research and development expenses



Research and development expenses decreased approximately $0.8 million, or 16%,
for the three months ended March 31, 2022, as compared to the same period in
2021. The decrease was primarily due to a decrease of $0.6 million in employee
and consulting expenses and $0.3 million in spending for clinical trials, offset
by a $0.1 million increase in pre-commercial activities.

General and administrative expenses



General and administrative expenses increased approximately $0.1 million, or 5%,
for the three months ended March 31, 2022, as compared to the same period in
2021. The change was primarily due to an increase of $0.5 million in
professional service fees to our financial and legal advisors and $0.2 million
for services related to our special stockholders' meeting, offset by $0.6
million in lower employee related expenses.
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Impairment loss

Impairment loss of $25.9 million for the three months ended March 31, 2022 was
triggered by the receipt of the FDA Notice on February 17, 2022. The impairment
loss was primarily related to the write-down of specialized equipment and
related manufacturing space for the commercial manufacture of our suspended M207
program.

Other income (expense)

Interest income. For the three months ended March 31, 2022 and 2021, interest
income resulted primarily from interest recognized related to investments in
marketable securities classified as cash equivalents.

Interest expense. For the three months ended March 31, 2022 and 2021, interest
expense consisted primarily of interest and amortization of debt discount. The
decrease in interest expense resulted from a lower outstanding balance on our
build-to-suit obligation with Trinity Funding 1, LLC (successor to Trinity
Capital Fund III, L.P.) ("Trinity") during the three months ended March 31, 2022
as compared to the same period in 2021. For the three months ended March 31,
2022 and 2021, we capitalized a portion of interest paid to Trinity as
construction-in-progress. Capitalization of interest ended upon the receipt of
the February 2022 FDA Notice.

Liquidity and Capital Resources

Our liquidity and capital resources are summarized as follows:



                                     March 31, 2022            December 31, 2021
                               (unaudited; in thousands)         (in thousands)
Cash and cash equivalents     $                   13,529      $           11,043
Working capital*              $                    5,902      $              476
Accumulated deficit           $                 (395,524)     $         (362,115)




* We define working capital as current assets less current liabilities. See our
financial statements and the related notes included elsewhere in this Quarterly
Report on Form 10-Q for further details regarding our current assets and current
liabilities.

As of March 31, 2022, we had approximately $13.5 million in cash and cash
equivalents, $5.9 million of working capital and an accumulated deficit of
$395.5 million. The increase in cash and cash equivalents and working capital as
of March 31, 2022 as compared to December 31, 2021 was primarily the result of
cash received from the sale of shares of our common stock and warrants, offset
by our loss from operations and our payments to Trinity.

As of May 11, 2022, we had approximately $9.9 million of cash and cash
equivalents which is not sufficient to fund our anticipated level of operations
and meet our obligations as they become due within twelve months following the
date of filing of this Quarterly Report on Form 10-Q. The aforementioned factors
raise substantial doubt about our ability to continue as a going concern for a
period of one year from the issuance of these financial statements. If we are
not able to obtain required funding in the near future or obtain funding on
favorable terms it will have a material adverse effect on our operations.
Without additional capital, our liquidity, financial condition and business
prospects will be materially and adversely affected, and we may have to cease
operations. Additionally, our ability to raise capital is limited by the
significant decline in our market capitalization and current market conditions.

We have retained SierraConstellation Partners, LLC, as an independent financial
advisor to assist in exploring financial and strategic alternatives to maximize
value, which may include, but not be limited to, asset or equity sales, joint
venture and partnership opportunities, and restructuring, amendment or
refinancing of existing liabilities. We are also evaluating various alternatives
to improve our liquidity, including but not limited to, further reductions of
operating expenditures and other contractual obligations. However, there can be
no assurances that we will be able to successfully raise capital, improve our
financial position and liquidity, restructure our obligations, enter into any
asset or equity sale, joint venture or partnership opportunity and/or otherwise
achieve any of these objectives.

In 2020 and 2021, we filed shelf registration statements on Form S-3 with the
SEC to provide us with the ability to issue common stock and other securities as
described in the registration statements. We currently have approximately $120.6
million available on the two outstanding shelf registration statements. However,
our ability to complete the sale of equity securities and access the market as a
source of liquidity is dependent on investor demand, market conditions and other
factors. Therefore, we can provide no assurance that any such offering will be
on terms favorable to us or our stockholders, or that such offering will be
successful at all. In addition, our ability to raise capital will be limited by
the significant decline in our market capitalization.
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As of May 11, 2022, our market capitalization was approximately $8.1 million and, as a result, any significant capital raise may result in a change of control and require shareholder approval.



We expect to incur additional significant losses in the future and without
additional capital, we may be required to further reduce our operating expenses,
sell or license our technologies, clinical product candidate, or programs, if
any, out-license intellectual property rights to our transdermal delivery
technology, or a combination of the above, which may have a material adverse
effect on our business, results of operations, financial condition and/or our
ability to fund our scheduled obligations on a timely basis or at all.

Currently, we do not have capital or resources to continue with the development
of M207 or resubmission of the M207 NDA and we have suspended our M207 program,
manufacturing operations at our Fremont, California facility and activities at
our third-party CMOs related to the qualification of commercial manufacturing
equipment, which may limit our ability to obtain financing for our operations.

Cash Flows
                                                                           Three Months Ended March 31,
                                                                              2022                  2021
                                                                             (unaudited; in thousands)
Net cash provided by (used in):
Operating activities                                                   $        (8,540)         $  (7,460)
Investing activities                                                               (65)            (3,236)
Financing activities                                                            11,091              2,315

Net increase (decrease) in cash, cash equivalents, and restricted cash $

2,486 $ (8,381)




Operating Cash Flow: Net cash used in operating activities for the three months
ended March 31 in both 2022 and 2021 was primarily related to personnel,
manufacturing, facility and technology transfer and development costs in
conjunction with services performed by our contract manufacturers,
pre-commercial activities and other administrative expenses incurred in the
course of our continuing operations. The changes in net cash used in operating
activities were primarily related to our net loss, working capital fluctuations
and changes in our non-cash expenses, all of which are highly variable.

Net cash used in operating activities for the three months ended March 31, 2022
of $8.5 million was primarily due to our net loss of $33.4 million, adjusted for
non-cash items of $27.2 million, consisting primarily of a $25.9 million
impairment loss, $0.4 million of stock-based compensation, $0.3 million of
depreciation and amortization, $0.3 million of change in operating lease
right-of-use assets and $0.2 million for accretion of an asset retirement
obligation. Additionally, we used cash of $1.5 million for changes in prepaid
and other assets and $0.8 million for current liabilities. Net cash used in
operating activities for the three months ended March 31, 2021 of $7.5 million
was primarily due to our net loss of $8.1 million adjusted for non-cash
stock-based compensation of $0.4 million and depreciation and amortization of
$0.4 million and an increase in our prepaid expenses of $1.1 million, offset by
an increase in accounts payable and accrued compensation and other accrued
liabilities of approximately $1.0 million.

Investing Cash Flow: Net cash used in investing activities of $0.1 million and
$3.2 million for the three months ended March 31, 2022 and 2021, respectively
was the result of property and equipment purchases to support our
pre-commercialization activities.

Financing Cash Flow: Net cash provided by financing activities of $11.1 million
for the three months ended March 31, 2022 was primarily due to the net cash
proceeds of $14.2 million from the public offering of common stock and warrants.
These proceeds were offset by repayments on the Trinity build-to-suit obligation
of $3.1 million. See below for further discussion of our financing activities
during the first three months of 2022. Net cash provided by financing activities
of $2.3 million for the three months ended March 31, 2021 was primarily due to
the proceeds from the issuance of common stock from the exercise of warrants of
$3.4 million. These proceeds were offset by repayments on the Trinity
build-to-suit obligation of $1.2 million.
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Offering - February 2022

On February 8, 2022, we entered into an underwriting agreement (the
"Underwriting Agreement") with Maxim Group LLC ("Maxim") related to the public
offering by us of 1,464,284 units ("Units"), each consisting of one share of our
common stock and one Series F Common Stock Purchase Warrant ("Series F Warrant")
to purchase one share of our common stock, at a public offering price of $10.50
per Unit (the "February 2022 Offering"). We also granted Maxim an option for a
period of 30 days to purchase up to an additional 219,642 shares of common stock
and/or additional Series F Warrants to purchase up to 219,642 shares of common
stock. Maxim partially exercised the option and purchased the additional Series
F Warrants to purchase up to 219,642 shares of common stock. The option to
purchase additional shares of common stock expired unexercised. The net proceeds
from the offering and the exercise by Maxim of the option to purchase the
additional Series F Warrants were approximately $14.1 million after deducting
the underwriting discounts and commissions and estimated offering expenses
payable by us. The offering was made pursuant to a 2021 shelf registration
statement and a prospectus supplement and accompanying prospectus filed with the
SEC.

At-the-Market Offering Programs

At-the-Market Offering Program - 2021



On June 28, 2021, we entered into a Controlled Equity Offering Sales Agreement
with Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC (together, the
"Sales Agents") to establish an at-the-market offering program (the "2021 ATM"),
under which we may sell from time to time, at our option, up to an aggregate of
$30.0 million of shares of our common stock. Shares sold under the 2021 ATM are
issued pursuant to a 2020 Shelf Registration Statement and a prospectus
supplement dated June 28, 2021. We are required to pay the Sales Agents a
commission of 3% of the gross proceeds from the sale of shares and have also
agreed to provide the Sales Agents with customary indemnification rights. During
the three months ended March 31, 2022, no shares of our stock were sold under
the program. As of March 31, 2022, we have up to approximately $25.0 million
available to be offered and sold under the 2021 ATM.

At-the-Market Offering Program - 2020



On June 8, 2020, we entered into a sales agreement with BTIG, LLC ("BTIG") as
sales agent, to establish an at-the-market offering program ("2020 ATM"), under
which we were permitted to offer and sell, from time to time, shares of common
stock having a maximum aggregate offering price of up to $20.0 million. We were
required to pay BTIG a commission of 3% of the gross proceeds from the sale of
shares and also agreed to provide BTIG with customary indemnification rights.
During the three months ended March 31, 2021, we issued and sold 2,369 shares of
our common stock at an average price of $45.82 per share under the 2020 ATM with
aggregate net proceeds of less than $1,000 after deducting commissions and
offering expenses payable by us. The shares were sold pursuant to the 2020 shelf
registration statement and a prospectus supplement dated June 8, 2020. No shares
remain available for sale under the 2020 ATM.

Trinity Second Amendment



On March 11, 2022, we entered into a Second Amendment to Lease Documents (the
"Second Amendment") with Trinity. The Second Amendment, among other things,
provided for an upfront payment of $2.0 million in lease payments to Trinity on
the date of the Second Amendment, modified the remaining monthly lease payments
and Purchase Option Fee payments due under the Agreement to $215,441 per month
from April 1, 2022 to December 1, 2022, established a minimum cash covenant
equal to three times the remaining aggregate amount of lease payments due, and
amended the definition of material adverse event, certain events of default, and
certain operating covenants.

Contractual Obligations



During the three months ended March 31, 2022, there were no material changes to
our contractual obligations described under Management's Discussion and Analysis
of Financial Condition and Results of Operations contained in Part II, Item 7 of
our Annual Report on Form 10-K for our fiscal year ended December 31, 2021,
filed with the SEC on March 17, 2022, other than the fulfillment of existing
obligations in the ordinary course of business. See Note 11. Commitments and
Contingencies of the Notes to Financial Statements included in Item 1 of Part I
of this Quarterly Report on Form 10-Q for more information regarding our
contractual obligations.

Recently Issued Accounting Pronouncements



See Note 2. Summary of Significant Accounting Policies of the Notes to Financial
Statements included in Item 1 Part I of this Quarterly Report on Form 10-Q for a
summary of Recent Accounting Pronouncements.
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Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements and do not have any holdings in variable interest entities.

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