Forward Looking Statements

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our consolidated financial statements and related notes and other financial information included in our Annual Report on Form 10-K for the year ended December 31, 2021. Some of the information contained in this discussion and analysis includes forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those described in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled "Risk Factors" included elsewhere in this Quarterly Report on Form 10-Q.

Overview

We are a clinical-stage biopharmaceutical company focused on the development and commercialization of innovative therapies for the treatment of liver and cardio-metabolic diseases. Our lead product candidate, pegozafermin (previously BIO89-100), a specifically engineered glycoPEGylated analog of fibroblast growth factor 21 ("FGF21"), is currently being developed for the treatment of nonalcoholic steatohepatitis ("NASH") and for the treatment of severe hypertriglyceridemia ("SHTG"). NASH is a severe form of nonalcoholic fatty liver disease, characterized by inflammation and fibrosis in the liver that can progress to cirrhosis, liver failure, hepatocellular carcinoma ("HCC") and death. There are currently no approved products for the treatment of NASH. In January 2022, we announced positive topline results from an expansion cohort (cohort 7) of the Phase 1b/2a trial of pegozafermin in NASH after announcing positive topline data from cohorts 1 through 6 in September 2020. We also initiated a Phase 2b trial (ENLIVEN) evaluating pegozafermin in fibrosis stage 2 or 3 NASH patients in June 2021. Patients will receive weekly doses or a every two-week dose of pegozafermin or placebo for 24 weeks followed by a blinded extension phase of an additional 24 weeks for a total treatment period of 48 weeks. We are making good progress in ENLIVEN and project to close enrollment in the third quarter of 2022 and expect to report topline data from this trial in the first half of 2023. Based on learnings from our recent cohort, developments in the field, and feedback from our steering committee, we have implemented steps to optimize the ENLIVEN trial. In 2021, we completed a pharmacokinetic study of pegozafermin in NASH patients with compensated cirrhosis (fibrosis stage F4) demonstrating that pegozafermin 30 mg has similar single-dose pharmacokinetics and pharmacodynamics in F4 as it does in non-cirrhotic NASH. We are currently evaluating the potential opportunity for pegozafermin in these fibrosis stage F4 patients. SHTG is a condition identified by severely elevated levels of triglycerides (?500 mg/dL), which is associated with an increased risk of NASH, cardiovascular events and acute pancreatitis. We initiated our Phase 2 trial (ENTRIGUE) in SHTG patients in the third quarter of 2020 and expect to report topline data in the second quarter of 2022. We closed enrollment in this trial in February 2022 with 85 patients enrolled. Subject to receipt of positive data and regulatory clearance, we plan to initiate a Phase 3 trial in 2023.

We commenced operations in 2018 and have devoted substantially all of our resources to raising capital, acquiring our initial product candidate, identifying and developing pegozafermin, licensing certain related technology, conducting research and development activities (including preclinical studies and clinical trials) and providing general and administrative support for these operations.

As of March 31, 2022, our cash and cash equivalents and short-term available-for-sale securities totaled $126.1 million. Based on our current operating plan, we believe that our cash and cash equivalents and short-term available-for-sale securities, together with the proceeds available under our term loan facility, will be sufficient to meet our anticipated cash requirements for a period of at least one year from the date this Quarterly Report on Form 10-Q is filed with the Securities and Exchange Commission ("SEC").

We have incurred net losses since our inception. Our net losses for the three months ended March 31, 2022 and 2021 were $25.6 million and $14.8 million, respectively. As of March 31, 2022, we had an accumulated deficit of $238.8 million. We expect to continue to incur significant expenses and increasing operating losses as we advance pegozafermin and any future product candidates through clinical trials, seek regulatory approval for pegozafermin and any future product candidates, expand our clinical, regulatory, quality, manufacturing and commercialization capabilities, protect our intellectual property, prepare for and, if approved, proceed to commercialization of pegozafermin and any future product candidates, expand our general and administrative support functions, including hiring additional personnel, and incur additional costs associated with operating as a public company. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials and our expenditures on other research and development activities.



                                       13

--------------------------------------------------------------------------------

Impact of COVID-19 Pandemic

The ongoing COVID-19 pandemic has disrupted and may continue to disrupt our business and delay our development timeline. The extent to which the COVID-19 pandemic may impact our future operating results and financial condition is uncertain. We initiated our Phase 2b trial in NASH patients in the middle of the 2021. The COVID-19 pandemic has impacted execution and enrollment of our trials. We do not yet know the full extent of potential delays that may affect our clinical trials, which could prevent or delay us from obtaining approval for pegozafermin. Given the surges in cases of COVID-19 experienced previously and uncertainty regarding other variants, we cannot predict how our ongoing trials may be impacted. For more information regarding risks related to the ongoing COVID-19 pandemic, please see the risk factor entitled "The ongoing COVID-19 pandemic has resulted and may in the future result in significant disruptions to our clinical trials or other business operations, which could have a material adverse effect on our business," in Part II. Item 1A of this Quarterly Report on Form 10-Q. To the extent the ongoing COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks set forth under "Risk Factors" in this Quarterly Report on Form 10-Q.

Components of Results of Operations

Research and Development Expenses

Research and development expenses consist primarily of costs incurred for the development of our lead product candidate, pegozafermin. Our research and development expenses consist primarily of external costs related to preclinical and clinical development, including costs related to acquiring patents and intellectual property, expenses incurred under license agreements and agreements with contract research organizations and consultants, costs related to acquiring and manufacturing clinical trial materials, including under agreements with contract manufacturing organizations and other vendors, costs related to the preparation of regulatory submissions and expenses related to laboratory supplies and services, as well as personnel costs. Personnel costs consist of salaries, employee benefits and stock-based compensation for individuals involved in research and development efforts.

We expense all research and development expenses in the periods in which they are incurred. We accrue for costs incurred as services are provided by monitoring the status of specific activities and invoices received from our external service providers. We adjust our accrued expenses as actual costs become known.

Payments associated with licensing agreements to acquire licenses to develop, use, manufacture and commercialize products that have not reached technological feasibility and do not have alternate commercial use are expensed as incurred. Where contingent milestone payments are due to third parties under research and development arrangements or license agreements, the milestone payment obligations are expensed when the milestone results are probable and estimable, which is generally upon achievement of milestones.

We expect our research and development expenses to increase for the foreseeable future as we continue the development of pegozafermin and continue to invest in research and development activities. The process of conducting the necessary clinical research to obtain regulatory approval is costly and time consuming, and the successful development of pegozafermin and any future product candidates is highly uncertain. To the extent that pegozafermin continues to advance into larger and later stage clinical trials, our expenses will increase substantially and may become more variable. The actual probability of success for pegozafermin or any future product candidate may be affected by a variety of factors, including the safety and efficacy of our product candidates, investment in our clinical programs, manufacturing capability and competition with other products. As a result, we are unable to determine the timing of initiation, duration and completion costs of our research and development efforts or when and to what extent we will generate revenue from the commercialization and sale of pegozafermin or any future product candidate.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel costs, expenses for outside professional services, including legal, human resource, audit and accounting services, consulting costs and allocated facilities costs. Personnel and related costs consist of salaries, benefits and stock-based compensation for personnel in executive, finance and other administrative functions. Facilities costs consist of rent and maintenance of facilities. We expect our general and administrative expenses to increase for the foreseeable future as we increase the size of our administrative function to support the growth of our business and support our continued research and development activities.

Other Expenses, Net

Other expenses, net primarily consists of interest expense, amortization of deferred debt issuance costs and amortization of premium on available-for-sale securities offset by interest income on available-for-sale securities.



                                       14

--------------------------------------------------------------------------------

Results of Operations

Three Months Ended March 31, 2022 and 2021



The following table summarizes our results of operations for the periods
presented (in thousands):

                               Three Months Ended
                                    March 31,
                               2022          2021         Change
Operating expenses:
Research and development     $  19,849     $  10,131     $   9,718
General and administrative       5,259         4,608           651
Total operating expenses        25,108        14,739        10,369
Loss from operations           (25,108 )     (14,739 )     (10,369 )
Other expenses, net               (456 )         (43 )        (413 )
Net loss before tax          $ (25,564 )   $ (14,782 )   $ (10,782 )

Research and Development Expenses

The following table summarizes the period-over-period changes in research and development expenses for the periods presented (in thousands):



                                            Three Months Ended
                                                 March 31,
                                             2022          2021       Change
Clinical development                      $   11,185     $  3,681     $ 7,504
Contract manufacturing                         4,314        3,389         925
Personnel-related expenses                     3,945        2,584       1,361
Preclinical costs                                  -          135        (135 )
Other expenses                                   405          342          63

Total research and development expenses $ 19,849 $ 10,131 $ 9,718

Research and development expenses increased by $9.7 million, or 96%, to $19.8 million for the three months ended March 31, 2022 from $10.1 million for the three months ended March 31, 2021. The change was primarily due to an increase of $7.5 million in clinical development costs related to our ongoing clinical trials, an increase of $1.4 million in personnel-related costs, including stock-based compensation due to higher headcount, and an increase of $0.9 million in contract manufacturing costs, mainly as a result of the manufacture of supplies and the scaling up of manufacturing for our ongoing clinical trials.

General and Administrative Expenses

General and administrative expenses increased by $0.7 million, or 14%, to $5.3 million for the three months ended March 31, 2022 from $4.6 million for the three months ended March 31, 2021. The change was due to an increase of $1.0 million in personnel-related costs, including stock-based compensation, driven by higher headcount, partially offset by a decrease of $0.3 million in professional services related to legal and consulting services.

Other Expenses, Net

Other expenses, net increased by $0.4 million to $0.5 million for the three months ended March 31, 2022 from $43,000 for the three months ended March 31, 2021, primarily due to interest expense, including the accretion of the final payment fee and amortization of debt issuance costs, related to our term loan facility.

Liquidity and Capital Resources

To date, we have incurred significant net losses and negative cash flows from operations. As of March 31, 2022, we had available cash and cash equivalents and short-term available-for-sale securities of $126.1 million and an accumulated deficit of $238.8 million.

In March 2021, we entered into a sales agreement (the "Sales Agreement") with SVB Leerink LLC and Cantor Fitzgerald & Co. (the "Sales Agents") pursuant to which we may offer and sell up to $75.0 million of shares of our common stock, from time to time, in "at-the-market" offerings (the "ATM Facility"). The Sales Agents are entitled to compensation at a commission equal to 3.0% of the



                                       15

--------------------------------------------------------------------------------

aggregate gross sales price per share sold under the Sales Agreement. In October and November 2021, we received aggregate proceeds of $3.3 million, net of commissions and offering expenses from sales of 186,546 shares of our common stock at a weighted-average price of $17.97 per share pursuant to the ATM Facility. For the three months ended March 31, 2022, there were no sales pursuant to the ATM Facility.

In May 2021, we amended our secured term loan facility ("2021 Loan Agreement") to increase the aggregate committed principal amount up to $25.0 million. As of March 31, 2022, we had drawn $20.0 million under the term loan facility and $5.0 million remains available to be drawn on or before September 30, 2022, upon achievement of certain milestones.

Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures related to our lead product candidate, pegozafermin. We plan to increase our research and development expenses for the foreseeable future as we continue the clinical development of our current and future product candidates. At this time, due to the inherently unpredictable nature of clinical development, we cannot reasonably estimate the costs we will incur and the timelines that will be required to complete development, obtain marketing approval, and commercialize our current product candidate or any future product candidates. For the same reasons, we are also unable to predict when, if ever, we will generate revenue from product sales or our current or any future license agreements which we may enter into or whether, or when, if ever, we may achieve profitability. Clinical and preclinical development timelines, the probability of success, and development costs can differ materially from expectations. In addition, we cannot forecast the timing and amounts of milestone, royalty and other revenue from licensing activities, which future product candidates may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.

Based on our research and development plans, we expect that our existing cash and cash equivalents and short-term available-for-sale securities as of March 31, 2022, together with the proceeds available from our term loan facility and our ATM Facility, will be sufficient to fund our operations for a period of at least one year from the date this Quarterly Report on Form 10-Q is filed with the SEC. However, our operating plans and other demands on our cash resources may change as a result of many factors, and we may seek additional funds sooner than planned. There can be no assurance that we will be successful in acquiring additional funding at levels sufficient to fund our operations or on terms favorable to us.

Our future funding requirements will depend on many factors, including the following:


    •   the progress, timing, scope, results and costs of our clinical trials of
        pegozafermin and preclinical studies or clinical trials of other potential
        product candidates we may choose to pursue in the future, including the
        ability to enroll patients in a timely manner for our clinical trials;


    •   the costs and timing of obtaining clinical and commercial supplies and
        validating the commercial manufacturing process for pegozafermin and any
        other product candidates we may identify and develop;


  • the cost, timing and outcomes of regulatory approvals;


    •   the timing and amount of any milestone, royalty or other payments we are
        required to make pursuant to current or any future collaboration or
        license agreements;


  • costs of acquiring or in-licensing other product candidates and technologies;


    •   the terms and timing of establishing and maintaining collaborations,
        licenses and other similar arrangements;


    •   the costs associated with attracting, hiring and retaining additional
        qualified personnel as our business grows;


    •   our efforts to enhance operational systems and hire additional personnel
        to satisfy our obligations as a public company, including enhanced
        internal controls over financial reporting; and


    •   the cost of preparing, filing, prosecuting, defending and enforcing any
        patent claims and other intellectual property rights.

We expect to continue to generate substantial operating losses for the foreseeable future as we expand our research and development activities. We will continue to fund our operations primarily through utilization of our current financial resources and through additional raises of capital to advance our current product candidate through clinical development, to develop, acquire or in-license other potential product candidates and to fund operations for the foreseeable future. However, there is no assurance that such funding will be available to us or that it will be obtained on terms favorable to us or will provide us with sufficient funds to meet our objectives. Any failure to raise capital as and when needed could have a negative impact on our financial condition and on our ability to pursue our business plans and strategies.

To the extent that we raise additional capital through partnerships or licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates, future revenue streams or research programs or to grant licenses on terms that



                                       16

--------------------------------------------------------------------------------

may not be favorable to us. If we raise additional capital through public or private equity offerings, the ownership interest of our then-existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders' rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to obtain adequate financing when needed, we may have to delay, reduce the scope of or suspend one or more of our clinical trials or preclinical studies, research and development programs or commercialization efforts or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.

Cash Flows



The following table summarizes our cash flows for the periods presented (in
thousands):

                                             Three Months Ended
                                                  March 31,
                                             2022          2021
Net cash used in (provided by)
Operating activities                       $ (24,344 )   $ (14,982 )
Investing activities                          26,772       (15,410 )
Financing activities                              29           216

Net change in cash and cash equivalents,


  and restricted cash                      $   2,457     $ (30,176 )


Operating Activities

During the three months ended March 31, 2022, net cash used in operating activities was $24.3 million, which consisted of a net loss of $25.6 million and a net change of $1.6 million in our net operating assets and liabilities, partially offset by non-cash charges of $2.8 million. The non-cash charges are primarily comprised of $2.5 million in stock-based compensation, $0.1 million in accretion of the final payment fee related to our term loan facility, $0.1 million in amortization of premium on available-for-sale securities and $0.1 million in amortization of debt issuance costs. The change in our operating assets and liabilities was primarily due to a $3.6 million decrease in accounts payable and accrued expenses due to the timing of our payables, offset in part by a $2.0 million decrease in prepaid and other current assets due to the timing of payments.

During the three months ended March 31, 2021, net cash used in operating activities was $15.0 million, which consisted of a net loss of $14.8 million and a net change of $2.3 million in our net operating assets and liabilities, partially offset by non-cash charges of $2.1 million. The non-cash charges are primarily comprised of $1.8 million in stock-based compensation, $0.2 million in amortization of premium on available-for-sale securities and $0.1 million in amortization of debt issuance costs. The change in our operating assets and liabilities was primarily due to a $2.7 million increase in prepaid and other current assets due to the timing of payments, offset in part by a $0.3 million increase in accounts payable and accrued expenses due to increased activities.

Investing Activities

During the three months ended March 31, 2022, net cash provided by investing activities was $26.8 million, which primarily consisted of $36.2 million in proceeds from maturities of available-for-sale securities, offset in part by $9.4 million in purchases of available-for-sale securities.

During the three months ended March 31, 2021, net cash used in investing activities was $15.4 million, which consisted of $45.3 million in purchases of available-for-sale securities, offset in part by $29.9 million in proceeds from maturities of available-for-sale securities.

Financing Activities

During the three months ended March 31, 2022 and 2021, net cash provided by financing activities consisted of proceeds from the issuance of common stock upon exercise of stock options.

Debt Obligations

Our 2021 Loan Agreement provides for a total term loan facility of $25.0 million. As of March 31, 2022, we had drawn $20.0 million under the term loan facility and are required to make interest-only payments until October 1, 2022 followed by consecutive monthly payments of principal and interest starting on October 1, 2022 and continuing through September 1, 2024, the maturity date of the term loan. The interest-only period may be extended to April 1, 2023, if on or before September 20, 2022, we receive net



                                       17

--------------------------------------------------------------------------------

cash proceeds of at least $75.0 million from the sale of our equity securities. Our term loan bears interest at the greater of (i) 4.25% and (ii) the sum of (a) the Prime Rate as reported in The Wall Street Journal plus (b) 1.00%. The interest rate on the term loan was 4.25% at inception and 4.50% as of March 31, 2022. In addition, a final payment fee of 5% of the principal amount of the loan is due when the term loan becomes due or upon prepayment of the term loan. If we elect to prepay the loan, there is also a prepayment fee of between 1% and 3% of the principal amount of the term loan depending on the timing of prepayment.

Other Contractual Obligations and Commitments

See Note 5 to our condensed consolidated financial statements for additional disclosures. There have been no other material changes from the contractual obligations disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.

Critical Accounting Estimates

There have been no significant changes in our critical accounting estimates as compared to the critical accounting estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.

Recent Accounting Pronouncements

See Note 2 to our condensed consolidated financial statements for more information.

JOBS Act Accounting Election

We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

We have elected to use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements and our interim condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements.

© Edgar Online, source Glimpses