MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND


                             RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results
of operations together with our unaudited condensed consolidated financial
statements and related notes included elsewhere in this Quarterly Report on Form
10-Q. Some of the information contained in this discussion and analysis,
including information with respect to our plans and strategy for our business,
include forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these
forward-looking statements as a result of various factors, including those set
forth under "Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q.

Overview



We are a clinical-stage immuno-oncology company focused on helping patients
fight cancer by developing therapies that block the CD47 checkpoint pathway and
bridge the innate and adaptive immune system. Cancer cells leverage CD47, a cell
surface protein, as a "don't eat me" signal to evade detection by the immune
system. Our company is developing a next-generation checkpoint inhibitor
designed to have a high affinity for CD47 and to avoid the limitations caused by
hematologic toxicities inherent in other CD47 blocking approaches. We believe
our lead product candidate, evorpacept (also known as ALX148), will have a wide
therapeutic window to block the "don't eat me" signal on cancer cells, and to
leverage the immune activation of broadly used anti-cancer agents through
combination strategies. As of September 30, 2021, we had dosed over 185 subjects
with evorpacept across a range of hematologic and solid malignancies in
combination with a number of leading anti-cancer agents. We plan to initiate
additional studies in combination with leading anti-cancer agents. In
hematologic malignancies, we have dosed 13 subjects for the treatment of
myelodysplastic syndromes, or MDS, and intend to advance evorpacept into
clinical development for the treatment of acute myeloid leukemia, or AML, in the
fourth quarter of 2021. In solid tumors, we have initiated two randomized Phase
2 trials of evorpacept for the treatment of first-line head and neck squamous
cell carcinoma, or HNSCC, and dosed the first subject in the first trial in May
2021, and dosed the first subject in the second trial in July 2021, and we also
initiated a Phase 1 trial in collaboration with Zymeworks for the treatment of
breast cancer and dosed the first subject in October 2021. We intend to initiate
a randomized Phase 2 trial of evorpacept for the treatment of second line
gastric/gastroesophageal junction, or GEJ, cancer in the fourth quarter of 2021.
Based on our clinical results to date in multiple oncology indications showing
encouraging anti-tumor activity and tolerability and our clinical development
plans, our strategy is to pursue evorpacept as a potentially critical component
for future combination treatments in oncology.

Our predecessor company, ALX Oncology Limited, an Irish private company limited
by shares, was initially incorporated in Ireland on March 13, 2015 under the
name Alexo Therapeutics Limited and changed its name to ALX Oncology Limited on
October 11, 2018. We were then incorporated in Delaware on April 1, 2020 under
the name ALX Oncology Holdings Inc. and completed an internal reorganization
effective as of the same date whereby ALX Oncology Limited became our
wholly-owned subsidiary and all of the stockholders, warrant holders and option
holders of ALX Oncology Limited became our stockholders, warrant holders and
option holders, holding the same number of corresponding shares, warrants and/or
options in us as they did in ALX Oncology Limited immediately prior to the
internal reorganization. The information included herein are presented as that
of ALX Oncology Holdings Inc., unless such information refers to a date prior to
April 1, 2020, in which case it will reflect that of our predecessor company.

Since our founding, we have devoted substantially all of our resources to
identifying and developing evorpacept, advancing preclinical programs, scaling
up manufacturing, conducting clinical trials and providing general and
administrative support for these operations. We have no products approved for
marketing and we have never received any revenue from drug product sales.

In July 2020, we consummated our initial public offering, raising net proceeds
of $169.5 million, after deducting underwriting discounts and commissions of
$13.0 million and offering-related expenses of $3.2 million. In December 2020,
we consummated a follow-on public offering, raising net proceeds of $194.9
million, after deducting underwriting discounts and commissions of $12.5 million
and offering-related expenses of $0.7 million. From inception through September
30, 2021, we have raised an aggregate of $545.3 million to fund our operations,
of which $175.1 million were net proceeds from sales of our convertible
preferred stock, $5.8 million were net proceeds from borrowings under a term
loan, $169.5 million were net proceeds from our initial public offering and
$194.9 million were net proceeds from our follow-on public offering.

We have incurred net losses in each year since inception. Our net losses were
$24.6 million and $10.2 million for the three months ended September 30, 2021
and 2020, respectively, and $55.0 million and $27.0 million for the nine months
ended September 30, 2021 and 2020, respectively. As of September 30, 2021, we
had an accumulated deficit of $173.5 million. Substantially all of our operating
losses are a result of expenses incurred in connection with our research and
development programs, primarily evorpacept, and from general and administrative
expenses associated with our operations.

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We expect to continue to incur significant expenses and increasing operating losses over at least the foreseeable future. We expect our expenses will increase substantially in connection with our ongoing activities, as we:

• advance evorpacept through multiple clinical trials in multiple indications;

• pursue regulatory approval of evorpacept in hematological malignancies and

solid tumors;

• continue our discovery and preclinical and clinical development efforts,


        including our collaborations with Tallac Therapeutics and Zymeworks and
        our recent acquisition of ScalmiBio;

• obtain and maintain patent, trade secret and other intellectual property

protection and regulatory exclusivity for our product candidates;




  • manufacture supplies for our preclinical studies and clinical trials; and


    •   continue to add operational, financial and management information systems

to support ongoing operations as a public company.

Components of Results of Operations

Related-Party Revenue



To date, we have not generated any revenue from product sales, licenses or
collaborations and do not expect to generate any revenue from the sale of
products in the foreseeable future. We recognized related-party revenue related
to research and development services to Tallac Therapeutics, which ceased as of
July 1, 2020. If our clinical development efforts for our product candidates are
successful and result in regulatory approval, we may generate revenue from
future product sales. If we enter into license or collaboration agreements for
any of our product candidates or intellectual property, we may generate revenue
in the future from payments as a result of such license or collaboration
agreements. We cannot predict if, when, or to what extent we will generate
revenue from the commercialization and sale of our product candidates including
evorpacept. We may never succeed in obtaining regulatory approval for any of our
product candidates.

Operating Expenses

Research and Development Expenses

Research and development expenses consist primarily of costs incurred for the development of our lead product candidate, evorpacept, which include:

• expenses incurred in connection with the preclinical and clinical

development, including expenses incurred under agreements with contract


        research organizations, or CROs;


    •   expenses incurred in connection with the preclinical and clinical

development, including expenses incurred under collaboration agreements;

• employee-related expenses, including salaries, related benefits, travel

and stock-based compensation expense for employees engaged in research and

development functions;

• expenses related to production of clinical materials, including fees paid

to contract manufacturing organizations, or CMOs;

• laboratory and vendor expenses related to the execution of preclinical

studies and clinical trials; and

• facilities and other expenses, which include expenses for rent and

maintenance of facilities, depreciation and amortization expense and other

supplies.




We expense research and development costs as incurred. Nonrefundable advance
payments for goods or services to be received in future periods for use in
research and development activities are deferred and capitalized. The
capitalized amounts are then expensed as the related goods are delivered or as
services are performed. We record accruals for estimated costs of research,
preclinical studies and clinical trials and manufacturing development, which are
a significant component of research and development expenses. We determine the
estimated costs through discussions with internal personnel and external service
providers as to the progress or stage of completion of the services and the
agreed-upon fees to be paid for such services.

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Our research and development expenses consist primarily of costs associated with
the development of our lead product candidate evorpacept and include external
costs, such as fees paid to consultants, central laboratories, contractors,
collaborators, CMOs and CROs in connection with our preclinical and clinical
development activities.

Almost all of our research and development expenses to date related to the
clinical development of our lead product candidate, evorpacept. We expect our
research and development expenses to increase substantially for the foreseeable
future as we continue to invest in research and development activities related
to progress on our existing product candidates and developing new product
candidates. As our product candidates advance into later stages of development,
we begin to conduct larger clinical trials. The process of conducting the
necessary clinical trials to obtain regulatory approval is costly and
time-consuming, and the successful development of our product candidates is
highly uncertain. As a result, we are unable to determine the duration and
completion costs of our research and development projects or when and to what
extent we will generate revenue from the commercialization and sale of any of
our product candidates. In addition, we will incur expenses related to the
preclinical research conducted internally and through the contract with Tallac
Therapeutics, as further described in Note 9 to our condensed consolidated
financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

The successful development of our current and future product candidates is highly uncertain. This is due to the numerous risks and uncertainties, including the following:

• successful completion of preclinical studies and clinical trials;

• delays in regulators or institutional review boards authorizing us or our


        investigators to commence our clinical trials or in our ability to
        negotiate agreements with clinical trial sites or CROs;


  • the number and location of clinical sites included in the trials;

• raising additional funds necessary to complete clinical development of our

product candidates;

• obtaining and maintaining patent, trade secret and other intellectual

property protection and regulatory exclusivity for our product candidates;

• contracting with third-party manufacturers for clinical supplies of our

product candidates;

• protecting and enforcing our rights in our intellectual property

portfolio, including, if necessary, litigation; and

• maintaining a continued acceptable safety profile of the products

following approval.




A change in the outcome of any of these variables with respect to the
development of our product candidates may significantly impact the costs and
timing associated with the development of our product candidates. We may never
succeed in obtaining regulatory approval for any of our product candidates.

Research and development activities are central to our business model. There are
numerous factors associated with the successful commercialization of any of our
product candidates, including future trial design and various regulatory
requirements, many of which cannot be determined with accuracy at this time
based on our stage of development. In addition, future regulatory factors beyond
our control may impact the success, cost or timing of our clinical development
programs.

General and Administrative Expenses



General and administrative expenses consist primarily of personnel-related
expenses, business development expenses, facilities expenses, depreciation and
amortization expenses and professional services expenses, including legal, human
resources, audit, accounting and tax-related services, and directors and
officers liability insurance premiums. Personnel and related costs primarily
consist of salaries, benefits and stock-based compensation expense. Facilities
costs primarily consist of rent and maintenance of facilities.

We anticipate that our general and administrative expenses will continue to
increase as a result of increased headcount, expanded infrastructure and higher
consulting, legal, tax and regulatory-related services associated with
maintaining compliance with stock exchange listing and SEC requirements, audit
and investor relations costs, director and officer insurance premiums and other
costs associated with being a public company.

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Cost of Services for Related-Party Revenue



We previously incurred costs associated with related-party contract research
services including direct labor and associated employee benefits, laboratory
supplies and other expenses. These costs were recorded in cost of services for
related-party transactions as a component of total operating expenses in the
accompanying condensed consolidated statements of operations and comprehensive
loss.

Interest Expense

Historically, our interest expense consisted primarily of interest expense on the term loan, amortization of deferred debt issuance costs, and interest related to finance leases.

Other Income (expense), Net



Our other income (expense), net, consists of interest income on cash balances,
changes in the fair value of our convertible preferred stock warrant liability
and compound derivative liability, and foreign currency re-measurement and
transaction gains and losses. Prior to our initial public offering, the
underlying shares of our Series B convertible preferred stock warrants were
contingently redeemable, and we accounted for these warrants as a liability at
fair value and re-measured the fair value at each balance sheet date. As a
result of the completion of our initial public offering, the Series B
convertible preferred stock warrant liability was reclassified to stockholders'
equity and re-measurement was no longer required. The compound derivative
liability was extinguished upon the extinguishment of the host instrument in
December 2020.

Results of Operations and Net Loss

The following table summarizes our results of operations for the three and nine months ended September 30, 2021 and 2020 (in thousands, except percentages):





                          Three Months Ended                                      Nine Months Ended
                             September 30,                 Change                   September 30,                 Change
                          2021          2020            $           %            2021          2020            $           %
Related-party revenue   $       -     $       -     $       -         NM   %   $       -     $   1,182     $  (1,182 )     (100 ) %
Operating expenses
Research and
development                18,214         5,328        12,886        242   %      39,276        16,819        22,457        134   %
General and
administrative              6,362         4,481         1,881         42  

%      15,807         9,126         6,681         73   %
Cost of services for
related
  party revenue                 -             -             -         NM   %           -         1,075        (1,075 )     (100 ) %
Total operating
expenses                   24,576         9,809        14,767        151   %      55,083        27,020        28,063        104   %
Loss from operations      (24,576 )      (9,809 )     (14,767 )      151   %     (55,083 )     (25,838 )     (29,245 )      113   %
Interest expense               (4 )        (226 )         222        (98 ) %         (10 )        (660 )         650        (98 ) %
Other income
(expense), net                 14          (111 )         125       (113 ) %          68          (409 )         477       (117 ) %
Loss before income
taxes                     (24,566 )     (10,146 )     (14,420 )      142   %     (55,025 )     (26,907 )     (28,118 )      105   %
Income tax provision            -           (35 )          35       (100 ) %           -           (59 )          59       (100 ) %
Net loss and
comprehensive
  loss                    (24,566 )     (10,181 )     (14,385 )      141  

%     (55,025 )     (26,966 )     (28,059 )      104   %
Cumulative dividends
allocated
  to preferred
stockholders                    -          (578 )         578       (100 ) %           -        (5,202 )       5,202       (100 ) %
Net loss attributable
  to common
stockholders            $ (24,566 )   $ (10,759 )   $ (13,807 )      128   %   $ (55,025 )   $ (32,168 )   $ (22,857 )       71   %




Related-Party Revenue

Related-party revenue for the three and nine months ended September 30, 2020 was
zero and $1.2 million, respectively, which was generated solely from payments
received for reimbursement of research and development expenses pursuant to the
Tollnine Agreement, as further described in Note 9 to our condensed consolidated
financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.
Related-party revenue for the three and nine months ended September 30, 2021 was
zero due to the termination of the Tollnine Agreement as of July 1, 2020.





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Research and Development Expenses



The following table summarizes our research and development expenses incurred
for the three and nine months ended September 30, 2021 and 2020 (in thousands,
except percentages):



                        Three Months Ended                                    Nine Months Ended
                           September 30,                Change                  September 30,                Change
                         2021          2020          $           %            2021          2020          $           %
Clinical
development costs     $    14,618     $ 4,612     $ 10,006        217   %   $  30,724     $ 11,913     $ 18,811        158   %
Personnel and
related costs               1,936       1,039          897         86   %       5,146        2,741        2,405         88   %
Stock-based
compensation
  expense                   1,519        (359 )      1,878       (523 ) %       2,813        2,008          805         40   %
Other research and
  development costs           141          36          105        292   %         593          157          436        278   %
Total research and
development
  expense             $    18,214     $ 5,328     $ 12,886        242   %      39,276       16,819     $ 22,457        134   %




Research and development expenses for the three months ended September 30, 2021
was $18.2 million, compared to $5.3 million for the three months ended September
30, 2020. The increase of $12.9 million was primarily attributable to (i) an
increase of $10.0 million in clinical and development costs due to $8.7 million
higher expenses associated with increased clinical costs mainly associated with
a higher number of active clinical trials and increased patient enrollment and
other research costs in advancement of our current lead product candidate,
evorpacept, $0.8 million related to collaborations, of which $0.6 million was
related to the Tallac Collaboration, and $0.3 million related to regulatory
consulting expenses, (ii) an increase of $1.9 million in stock-based
compensation expense mainly due to additional stock option awards granted in
2021 at higher fair values and negative stock-based compensation expense due to
a reduction recorded in the corresponding prior period, (iii) an increase of
$0.9 million in personnel expense due to $0.7 million increase driven by
headcount growth and our share of Tallac's personnel expenses of $0.2 million
related to the collaboration and (iv) an increase of $0.1 million in other
research and development costs due to increase in clinical trial insurance as we
continue to initiate new trials.



Research and development expenses for the nine months ended September 30, 2021
was $39.3 million, compared to $16.8 million for the nine months ended September
30, 2020. The increase of $22.5 million was primarily attributable to (i) an
increase of $18.8 million in clinical and development costs due to $16.4 million
higher expenses associated with increased pre-clinical costs, increased clinical
costs mainly associated with a higher number of active clinical trials and
increased patient enrollment and other research costs in advancement of our
current lead product candidate, evorpacept, $1.6 million related to
collaborations, of which $1.0 million was related to the Tallac Collaboration,
and an increase of $0.5 million in regulatory consulting expenses, (ii) an
increase of $2.4 million in personnel and related costs due to $2.0 million
higher expense driven by headcount growth and recruiting expenses and our share
of Tallac's personnel expenses of $0.4 million related to the collaboration,
(iii) an increase of $0.8 million in stock-based compensation expense mainly due
to an increase of $3.1 million in stock-based compensation expense driven by
additional stock option awards granted in 2021 at higher fair values, offset by
a decrease of $2.3 million expense as we modified stock option awards for former
employees who transferred to Tallac Therapeutics in the nine months ended
September 30, 2020 and (iv) an increase of $0.4 million in other research and
development costs due to an increase of $0.3 million milestone payments
triggered by the initiation of our Phase 2 trials and an increase of $0.1
million clinical trial insurance as we continue to initiate our trials.



General and Administrative Expenses



The following table summarizes our general and administrative expenses incurred
for the three and nine months ended September 30, 2021 and 2020 (in thousands,
except percentages):



                        Three Months Ended                                   Nine Months Ended
                           September 30,                Change                 September 30,                Change
                         2021          2020          $          %             2021         2020          $          %
Personnel and
related costs         $    1,444      $ 1,339     $   105          8   %   $    3,839     $ 2,577     $ 1,262         49   %
Stock-based
compensation
  expense                  2,672        1,048       1,624        155   %        5,415       1,685       3,730        221   %
Other general and
  administrative
costs                      2,246        2,094         152          7   %        6,553       4,864       1,689         35   %
Total general and
  administrative
expenses              $    6,362      $ 4,481     $ 1,881         42   %   $   15,807     $ 9,126     $ 6,681         73   %


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General and administrative expenses for the three months ended September 30,
2021 was $6.4 million, compared to $4.5 million during the three months ended
September 30, 2020. This increase of $1.9 million was primarily attributable to
(i) an increase of $1.6 million in stock-based compensation driven by $1.8
million increase due to additional stock option awards granted in 2021 at higher
fair values, offset by a decrease of $0.2 million as we recorded additional
expense related to the modification of stock option awards for a former employee
in the three months ended September 2020, (ii) an increase of $0.1 million other
general and administrative costs primarily driven by an increase of $0.5 million
due to corporate legal fees, general business insurance fees, SOX and compliance
fees, partially offset by a decrease of $0.4 million in accounting and
consulting service fees, which were higher in the three months ended September
30, 2020 due to the IPO and (iii) an increase of $0.1 million in personnel and
related costs mainly driven by the headcount growth.



General and administrative expenses for the nine months ended September 30, 2021
was $15.8 million, compared to $9.1 million during the nine months ended
September 30, 2020. This increase of $6.7 million was primarily attributable to
(i) an increase of $3.9 million in stock-based compensation expense driven by
additional stock option awards granted in 2021 at higher fair values, offset by
a decrease of $0.2 million as we recorded additional expense related to the
modification of stock option awards for a former employee in the nine months
ended September 2020 while we did not have any such modification in the nine
months ended September 30, 2021, (ii) an increase of $1.7 million in other
general and administrative costs primarily driven by $2.2 million increase due
to general business insurance fees, corporate legal fees, SOX and compliance
fees, and filing fees, partially offset by a decrease of $0.5 million in
accounting and consulting service fees, which were higher in the nine months
ended September 30, 2020 due to the IPO, and (iii) an increase of $1.3 million
personnel and related costs primarily driven by headcount growth.

Cost of Services for Related-Party Revenue



Cost of services for related-party revenue for the three and nine months ended
September 30, 2020 was zero and $1.1 million, respectively, which are
attributable to fee-for-service hours provided to Tallac Therapeutics. Cost of
services for related-party revenue for the three and nine months ended September
30, 2021 was zero due to the termination of the Tollnine Agreement as of July 1,
2020.

Liquidity and Capital Resources; Plan of Operations

Sources of Liquidity



Since our inception, we have incurred significant operating losses and have not
generated any product revenue. We have not yet commercialized any of our product
candidates and we do not expect to generate revenue from sales of any product
candidates for several years, if at all, subject to marketing approval of any of
our product candidates. To date, we have funded our operations with proceeds
from the sales of shares of our common stock and convertible preferred stock and
borrowings under our term loan. Through September 30, 2021, we have received net
proceeds from sales of our convertible preferred stock, borrowings under our
term loan, our initial public offering and our follow-on public offering of
$175.1 million, $5.8 million, $169.5 million and $194.9 million, respectively.
As of September 30, 2021, we had cash and cash equivalents of $385.1 million.

Debt Extinguishment



In December 2020, we used approximately $6.5 million of the net proceeds from
our follow-on public offering to repay the outstanding principal amount of $6.0
million and early extinguish the outstanding Term Loan with SVB and WestRiver.
As a result, we recognized a $0.6 million loss on early debt extinguishment,
representing the difference between the reacquisition price of debt and the net
carrying amount of the loan as of the date of the payoff.

Funding Requirements



We have incurred losses and negative cash flows from operations since inception
and anticipate that we will continue to incur net losses for the foreseeable
future. As of September 30, 2021, we had an accumulated deficit of $173.5
million. We expect our expenses to increase substantially in connection with our
ongoing activities, particularly as we advance the preclinical activities and
clinical trials for our product candidates in development. In addition, we
expect to incur additional costs associated with operating as a public company.
Management recognizes the need to raise additional capital to fully implement
its business plan. The timing and amount of such future capital requirements are
difficult to forecast and will depend on many factors, including:

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




  • successful enrollment in and completion of clinical trials;

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




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• our ability to establish agreements with third-party manufacturers for


        clinical supply for our clinical trials and, if any of our product
        candidates are approved, commercial manufacturing;


  • addition and retention of key research and development personnel;

• our efforts to enhance operational, financial and information management

systems, and hire additional personnel, including personnel to support

development of our product candidates;

• the costs and timing of future commercialization activities, including

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

product candidates for which we obtain marketing approval;

• the legal patent costs involved in prosecuting patent applications and

enforcing patent claims and other intellectual property claims;

• the terms and timing of any collaboration, license or other arrangement,

including the terms and timing of any milestone and royalty payments

thereunder; and

• the impact of the COVID-19 pandemic, which may exacerbate the magnitude of

the factors discussed above.




Until such time, if ever, as we can generate substantial product revenue, we
expect to finance our operations through a combination of equity offerings, debt
financings, collaborations, strategic alliances and marketing, distribution or
licensing arrangements. We do not currently have any committed external source
of funds. Our ability to raise additional capital 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. To the extent that we
raise additional capital through the sale of equity or convertible debt
securities, your ownership interest will be diluted, and the terms of these
securities may include liquidation or other preferences that adversely affect
your rights as a common stockholder. Debt financing and preferred equity
financing, if available, may involve agreements that include covenants limiting
or restricting our ability to take specific actions, such as incurring
additional debt, making acquisitions or capital expenditures or declaring
dividends. If we raise additional funds through collaborations, strategic
alliances or marketing, distribution or licensing arrangements with third
parties, we may have to relinquish valuable rights to our technologies, future
revenue streams, research programs or drug candidates or grant licenses on terms
that may not be favorable to us. If we are unable to raise additional funds
through equity or debt financings or other arrangements when needed, we may be
required to delay, limit, reduce or terminate our research, product development
or future commercialization efforts or grant rights to develop and market drug
candidates that we would otherwise prefer to develop and market ourselves.

In July 2020, we completed our initial public offering pursuant to a
registration statement on Form S-1. In the initial public offering, we issued
and sold an aggregate of 9,775,000 shares of common stock, including the
underwriters' exercise in full of their overallotment option, under the
registration statement at a public offering price of $19.00 per share. Net
proceeds were approximately $169.5 million, after deducting underwriting
discounts and commissions of $13.0 million and offering-related expenses of $3.2
million.

In December 2020, we completed our follow-on public offering pursuant to a
registration statement on Form S-1. In the follow-on public offering, we issued
and sold an aggregate of 2,737,000 shares of common stock, including the
underwriters' exercise in full of their overallotment option, under the
registration statement at a public offering price of $76.00 per share. Net
proceeds were approximately $194.9 million, after deducting underwriting
discounts and commissions of $12.5 million and offering-related expenses of $0.7
million.

We believe our existing cash and cash equivalents will enable us to fund our
operating expenses and capital expenditure requirements through 2024. We have
based these estimates on assumptions in which actuals may materially differ, and
we could utilize our available capital resources sooner than we expect.

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Cash Flows

The following table presents a summary of the net cash flow activity for each of the periods set forth below:





                                                          Nine Months Ended
                                                            September 30,
                                                         2021          2020
                                                           (in thousands)
Net cash (used in)/provided by:
Operating activities                                   $ (50,613 )   $ (24,674 )
Investing activities                                        (405 )         621
Financing activities                                       1,948       274,520

Net (decrease)/increase in cash and cash equivalents $ (49,070 ) $ 250,467






Operating Activities

In the nine months ended September 30, 2021, cash used in operating activities
of $50.6 million was attributable to a net loss of $55.0 million and a net
change of $4.3 million in our operating assets and liabilities, partially offset
by $8.7 million in non-cash charges. The change in operating assets and
liabilities was primarily due to $3.6 million increase in accounts payable due
to timing of invoice and payments, offset by $6.6 million increase in other
assets related to long-term prepaid clinical costs and $2.0 million increases in
prepaid expenses and other current assets. The non-cash charges mainly consisted
of stock-based compensation of $8.2 million and non-cash lease costs of $0.4
million.

In the nine months ended September 30, 2020, cash used in operating activities
of $24.7 million was attributable to a net loss of $27.0 million and a change of
$2.5 million in our net operating assets and liabilities, partially offset by
$4.8 million in non-cash charges. The non-cash charges consisted of stock-based
compensation of $3.7 million, change in fair value of Series B convertible
preferred stock warrant liability and term loan compound derivative of $0.7
million, depreciation and amortization of $0.2 million and amortization of term
loan discount and issuance costs of $0.3 million, partially offset by a gain on
assignment of lease of $0.1 million. The change in operating assets and
liabilities was primarily due to a $2.3 million decrease in accounts payable,
$2.1 million increase in prepaid expenses and other current assets, partially
offset by a $2.0 million increase in accrued expenses and other current
liabilities. This is primarily due to timing of cash payments for
clinical-related activities.



Investing Activities

In the nine months ended September 30, 2021 cash used in investing activities was $0.4 million for purchases of property and equipment.

In the nine months ended September 30, 2020, cash provided by investing activities was $0.6 million, primarily due to proceeds from assets held for sale.

Financing Activities



In the nine months ended September 30, 2021, cash provided by financing
activities was $1.9 million, which were driven by $2.0 million proceeds from
exercise of common stock under equity incentive plans and $0.1 million proceeds
from issuance of common stock pursuant to employee stock purchase plan, offset
by $0.2 million of principal payments on finance leases.

In the nine months ended September 30, 2020, cash provided by financing
activities was $274.5 million, primarily from the net proceeds of our initial
public offering of $172.7 million, after deducting underwriting commissions and
discounts, the sale and issuance of Series C convertible preferred stock with
gross proceeds of $105.0 million, net of $0.3 million in issuance costs, and
proceeds from the exercise of common stock under equity incentive plans of $0.3
million, partially offset by payment of offering costs of $3.2 million.

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Contractual Obligations and Commitments

We have contractual obligations from our operating lease, finance leases, manufacturing and service contracts, and other research and development activities. The following table aggregates our material expected contractual obligations and commitments as of September 30, 2021 (in thousands):





                                                          Payments Due By Period
                                 Total        2021 (4)       2022 - 2023       2024 - 2025       Thereafter
Operating lease obligations    $   2,283     $      102     $       1,001     $         879     $        301
(1)
Finance lease obligations                           108               720
(2)                                  828                                                  -                -
Manufacturing and service                         7,481            17,297
contracts (3)                     25,006                                                198               30
Total                          $  28,117     $    7,691     $      19,018     $       1,077     $        331




    (1) The payments consist of (i) payments due for the office space in

Burlingame, California under a single operating sub-lease agreement that

expires in 2023, and (ii) payments due for the office space in South San

Francisco, California under a single operating lease agreement that

expires in 2026. See Note 5 to our condensed consolidated financial

statements appearing elsewhere in this Quarterly Report on Form 10-Q for

details of related commitments.

(2) Payments due for embedded finance leases related to a pharmaceutical

support service contract. See Note 5 to our condensed consolidated

financial statements appearing elsewhere in this Quarterly Report on Form

10-Q for details of related commitments.

(3) In November 2015, we entered into a Master Service Agreement, or the MSA,

with KBI Biopharma, Inc. relating to formulation development, process

development and cGMP manufacturing of evorpacept for use in clinical

trials on a project basis. The MSA had an initial term of three years with

successive one-year renewal periods, is cancellable upon notice and is

non-exclusive. Statements of work under the MSA commit us to certain

future purchase obligations of approximately $24.1 million. In addition,

we have commitments with two other drug product manufacturers that commit

us to certain future purchase obligations of approximately $0.9 million.

These amounts are based on non-cancellable commitments and forecasts that


        include estimates of future market demand, quantity discounts and
        manufacturing efficiencies that may impact timing of purchases.


  (4) Remaining three months.

We enter into contracts in the normal course of business with various third parties for clinical trials, preclinical research studies and testing, manufacturing and other services and products for operating purposes. These contracts generally provide for termination upon notice. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including non-cancellable obligations of our service providers, up to the date of cancellation. These payments are not included in the table of contractual obligations above.

Off-Balance Sheet Arrangements

During the period presented, we did not have, nor do we currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Critical Accounting Policies and Significant Judgments and Estimates



Our management's discussion and analysis of our financial condition and results
of operations are based on our condensed consolidated financial statements,
which have been prepared in accordance with U.S. generally accepted accounting
principles, or U.S. GAAP. The preparation of our condensed consolidated
financial statements and related disclosures requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, expenses and
the disclosure of our contingent liabilities in our condensed consolidated
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 an
ongoing basis. Our actual results may materially differ from these estimates
under different assumptions or conditions.

Our critical accounting policies are more fully 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 the Company's Annual Report on Form 10-K for the year ended December 31,
2020. During the three and nine months ended September 30, 2021, there were no
material changes to our critical accounting policies from those discussed in the
Company's Annual Report on Form 10-K for the year ended December 31, 2020 filed
with the SEC on March 18, 2021.

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