The following discussion and analysis of financial condition and results of
operations is provided to enhance the understanding of, and should be read in
conjunction with Part I, Item I, "Business" and Item 8, 'Financial Statements
and Supplementary Data." For information on risks and uncertainties related to
our business that may make past performance not indicative of future results or
cause actual results to differ materially from any forward looking statements,
see "Special Note Regarding Forward-Looking Statements," and Part I, Item 1A,
'Risk Factors."

Overview

We are a clinical-stage biopharmaceutical company focused on developing and
commercializing novel cancer therapeutics that reactivate mutant p53 tumor
suppressor protein. p53 is the protein expressed from the TP53 gene, the most
commonly mutated gene in cancer. We believe that mutant p53 is an attractive
therapeutic target due to the high incidence of p53 mutations across a range of
cancer types and its involvement in key cellular activities such as apoptosis.
Cancer patients with mutant p53 face a significantly inferior prognosis even
when treated with the current standard of care, and a large unmet need for these
patients remains. Our lead product candidate, APR-246, is a small molecule p53
reactivator that is in late-stage clinical development for hematologic
malignancies, including myelodysplastic syndromes, or MDS, and acute myeloid
leukemia, or AML. APR-246 has received Orphan Drug, Fast Track and Breakthrough
designations from the FDA for MDS, and Orphan Drug designation from the European
Commission for MDS, AML and ovarian cancer, and we believe APR-246 will be a
first-in-class therapy if approved by applicable regulators. We have commenced a
pivotal Phase 3 trial of APR-246 with azacitidine for frontline treatment of
TP53 mutant MDS and expect initial data from this trial in the second half of
2020. Our pivotal Phase 3 trial is supported by data from two ongoing Phase 1b/2
investigator initiated trials, one in the U.S. and one in France, testing
APR-246 with azacitidine as frontline treatment in TP53 mutant MDS and AML
patients.

Aprea Therapeutics AB, or Aprea AB, was originally incorporated in 2002 and
commenced principal operations in 2006. We incorporated Aprea Therapeutics, Inc.
(the "Company") in May 2019. In September 2019 we completed a corporate
reorganization and, as a result, all of the issued and outstanding stock of
Aprea AB was exchanged for common stock, preferred stock or options, as
applicable, of the Company. As a result of such transactions, Aprea AB became a
wholly-owned subsidiary of the Company.

We have devoted substantially all of our resources to developing our product
candidates, including APR-246, building our intellectual property portfolio,
business planning, raising capital and providing general and administrative
support for these operations. To date, we have financed our operations through
private placements of preferred stock and the net proceeds received from the
initial public offering (IPO) of our common stock. Through December 31, 2019, we
had received net proceeds of approximately $223.8 million from our sales of
preferred and common stock.

Since our inception, we have incurred significant losses on an aggregate basis.
Our ability to generate product revenue sufficient to achieve profitability will
depend on the successful development and eventual commercialization of one or
more of our product candidates. Our net losses were $28.1 million, $15.5 million
and $15.2 million for the years ended December 31, 2019, 2018 and 2017,
respectively. As of December 31, 2019, we had an accumulated deficit of $90.5
million. These losses have resulted primarily from costs incurred in connection
with research and development activities, patent investment, and general and
administrative costs associated with our operations. We expect to continue to
incur significant expenses and increasing operating losses for at least the next
several years.

We anticipate that our expenses will increase substantially if and as we:

· conduct our current and future clinical trials and additional preclinical

research of APR-246;

· initiate and continue research and preclinical and clinical development of our

other product candidates;

· seek to identify and develop additional product candidates;




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· seek marketing approvals for any of our product candidates that successfully

complete clinical trials, if any;

· establish a sales, marketing, manufacturing and distribution infrastructure to

commercialize any products for which we may obtain marketing approval;

· require the manufacture of larger quantities of our product candidates for

clinical development and potentially commercialization;

· maintain, expand, protect and enforce our intellectual property portfolio;




 ·  acquire or in-license other drugs and technologies;

· defend against any claims of infringement, misappropriation or other violation

of third-party intellectual property;

· hire and retain additional clinical, quality control and scientific personnel;

· add operational, financial and management information systems and personnel,

including personnel to support our drug development, any future

commercialization efforts and our transition to a public company; and

· continue to operate as a public company.




Furthermore, if we obtain marketing approval for any of our product candidates,
we expect to incur significant commercialization expenses related to product
manufacturing, marketing, sales and distribution.

As a result, we will need additional financing to support our continuing
operations. Until such time as we can generate significant revenue from product
sales, if ever, we expect to finance our operations through a combination of
public or private equity or debt financings or other sources, which may include
collaborations with third parties. We may be unable to raise additional funds or
enter into other agreements or arrangements when needed on favorable terms, or
at all. If we fail to raise capital or enter into such agreements as and when
needed, we may have to significantly delay, scale back or discontinue the
development or commercialization of one or more of our product candidates.

Because of the numerous risks and uncertainties associated with product
development, we are unable to predict the timing or amount of increased expenses
or when or if we will be able to achieve or maintain profitability. Even if we
are able to generate revenue from product sales, we may not become profitable.
If we fail to become profitable or are unable to sustain profitability on a
continuing basis, then we may be unable to continue our operations at planned
levels and be forced to reduce or terminate our operations.

As of December 31, 2019, we had cash and cash equivalents of $130.1 million. We
believe that our existing cash and cash equivalents, will enable us to fund our
operating expenses and capital expenditure requirements into 2023. We have based
this estimate on assumptions that may prove to be wrong, and we could exhaust
our available capital resources sooner than we expect. See "-Liquidity and
Capital Resources."

Components of our results of operations

Revenue



We have not generated any revenue from product sales and do not expect to
generate any revenue from the sale of products in the near future. If our
development efforts for APR-246 or other product candidates that we may develop
in the future are successful and result in marketing approval or collaboration
or license agreements with third parties, we may generate revenue in the future
from a combination of product sales or payments from collaboration or license
agreements that we may enter into with third parties.

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Operating expenses

Our expenses since inception have consisted solely of research and development costs and general and administrative costs.

Research and development expenses



Research and development expenses consist primarily of costs incurred for our
research activities, including our discovery efforts, and the development of our
product candidates, and include:

· expenses incurred under agreements with third parties, including contract

research organizations, or CROs, that conduct research, preclinical activities

and clinical trials on our behalf as well as contract manufacturing

organizations, or CMOs, that manufacture our product candidates for use in our

preclinical and clinical trials;

· salaries, benefits and other related costs, including stock-based compensation

expense, for personnel engaged in research and development functions;

· costs of outside consultants, including their fees, stock-based compensation

and related travel expenses;

· costs of laboratory supplies and acquiring, developing and manufacturing

preclinical study and clinical trial materials;

· expenses related to compliance with regulatory requirements; and

· facility-related expenses, which include direct depreciation costs and

allocated expenses for rent and maintenance of facilities and other operating

costs.




We expense research and development costs as incurred. We recognize costs for
certain development activities, such as clinical trials, based on an evaluation
of the progress to completion of specific tasks using data such as patient
enrollment, clinical site activations, or information provided to us by our
vendors and our clinical investigative sites. Payments for these activities are
based on the terms of the individual agreements, which may differ from the
pattern of costs incurred, and are reflected in our financial statements as
prepaid or accrued research and development expenses.

We typically use our employee and infrastructure resources across our
development programs. We track outsourced development costs and payments made to
our research partners by product candidate or development program, but we do not
allocate personnel costs or other internal costs to specific development
programs or product candidates.

Research and development activities are central to our business model. Product
candidates in later stages of clinical development generally have higher
development costs than those in earlier stages of clinical development,
primarily due to the increased size and duration of later-stage clinical trials.
We expect that our research and development expenses will continue to increase
for the foreseeable future as we initiate additional clinical trials of APR-246,
pursue later stages of clinical development of APR-246, initiate clinical trials
for product candidates other than APR-246 and continue to discover and develop
additional product candidates.

We cannot determine with certainty the duration and costs of the current or
future clinical trials of our product candidates or if, when, or to what extent
we will generate revenue from the commercialization and sale of any our product
candidates for which we obtain marketing approval. We may never succeed in
obtaining marketing approval for any of our product candidates. The duration,
costs and timing of clinical trials and development of our product candidates
will depend on a variety of factors, including:

· the scope, rate of progress, expense and results of our ongoing clinical trials

of APR-246, as well as of any future clinical trials of APR-246 or other


    product candidates and other research and development activities that we may
    conduct;


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· uncertainties in clinical trial design and patient enrollment rates;

· significant and changing government regulation and regulatory guidance;




 ·  the timing and receipt of any marketing approvals; and

· the expense of filing, prosecuting, defending and enforcing any patent claims

and other intellectual property rights.




A change in the outcome of any of these variables with respect to the
development of a product candidate could mean a significant change in the costs
and timing associated with the development of that product candidate. For
example, if the U.S. Food and Drug Administration, or FDA, or another regulatory
authority were to require us to conduct clinical trials beyond those that we
anticipate will be required for the completion of clinical development of a
product candidate, or if we experience significant trial delays due to patient
enrollment or other reasons, we would be required to expend significant
additional financial resources and time on the completion of clinical
development.

We are currently conducting multiple clinical trials of APR-246: our Phase 3
trial in the United States for the treatment of TP53 mutant MDS with
azacitidine, our Phase 1b/2 trials in the United States and France for the
treatment of MDS and AML with azacitidine, and our Phase 2 trial of
post-transplant maintenance therapy with azacitidine in MDS and AML. At this
time, we cannot reasonably estimate the cost for initiating and completing other
clinical trials of APR-246 and preclinical studies of APR-246, as it will be
highly dependent on the clinical data from ongoing clinical trials as well as
any target disease subpopulations chosen for further evaluation.

General and administrative expenses



General and administrative expenses consist primarily of salaries and other
related costs, including stock-based compensation, for personnel in our
executive, finance, corporate and business development and administrative
functions. General and administrative expenses also include legal fees relating
to patent and corporate matters; professional fees for accounting, auditing, tax
and consulting services; insurance costs; travel expenses; and facility-related
expenses, which include direct depreciation costs and allocated expenses for
rent and maintenance of facilities and other operating costs.

We expect that our general and administrative expenses will increase in the
future as we increase our general and administrative personnel headcount to
support personnel in research and development and to support our operations
generally as we increase our research and development activities and activities
related to the potential commercialization of our product candidates. We also
expect to incur increased expenses associated with being a public company,
including costs of accounting, audit, legal, regulatory and tax-related services
associated with maintaining compliance with exchange listing and SEC
requirements; director and officer insurance costs; and investor and public
relations costs.

Other income and expense

Interest income and expense

Interest income consists of income earned on our cash and cash equivalents.
Interest expense consists of bank charges and fees incurred on our cash and cash
equivalents. Our interest income will initially increase as our investment
balances will be higher due to the cash proceeds received from our IPO.  Such
interest income will then decrease as our cash balance decreases as we continue
to fund our operations.

Foreign currency gain

Our consolidated financial statements are presented in U.S. dollars, which is
our reporting currency. The financial position and results of operations of our
subsidiaries Aprea AB and Aprea Personal AB are measured using the foreign
subsidiaries' local currency as the functional currency. Aprea AB cash accounts
holding U.S. dollars are remeasured based upon the exchange rate at the date of
remeasurement with the resulting gain or loss included in the consolidated
statement of operations and comprehensive loss. Expenses of such subsidiaries
have been translated into U.S. dollars at

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average exchange rates prevailing during the period. Assets and liabilities have
been translated at the rates of exchange on the consolidated balance sheet date.
The resulting translation gain and loss adjustments are recorded directly as a
separate component of stockholders' equity and as other comprehensive loss on
the consolidated statement of operations and comprehensive loss.

Income taxes



Since Aprea AB's inception in 2002, we have not recorded any U.S. federal, state
or foreign income tax expense or benefits for the net losses we have incurred in
any year, due to our uncertainty of realizing a benefit from those items. We
have provided a valuation allowance for the full amount of the net deferred tax
assets as, based on all available evidence, it is considered more likely than
not that all the recorded deferred tax assets will not be realized in a future
period. At December 31, 2019, we had $89.9 million, $7.4 million and $5.8
million of foreign, federal and state net operating loss carryforwards,
respectively, that expire at various dates through 2037. Certain of these
foreign, federal and state net operating loss carryforwards may be subject to
Internal Revenue Code Section 382 or similar provisions, which impose
limitations on their utilization amounts.

Critical accounting policies and use of estimates



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

While our significant accounting policies are described in more detail in the notes to our financial statements, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.

Accrued research and development expenses



As part of the process of preparing our financial statements, we are required to
estimate our accrued research and development expenses at each balance sheet.
This process involves reviewing open contract and purchase orders, communicating
with our personnel to identify services that have been performed on our behalf
and estimating the level of service performed and the associated costs incurred
for the services when we have not yet been invoiced or otherwise notified of the
actual costs. The majority of our service providers invoice us in arrears for
services performed, on a pre-determined schedule or when contractual milestones
are met; however, some require advanced payments. We make estimates of our
accrued expenses as of each balance sheet date in our financial statements based
on facts and circumstances known to us at that time. Examples of estimated
accrued research and development expenses include fees paid to:

· CROs in connection with performing research activities on our behalf and

conducting preclinical studies and clinical trials on our behalf;

· investigative sites or other service providers in connection with clinical

trials;

· vendors in connection with preclinical and clinical development activities; and

· vendors related to product manufacturing and development and distribution of


    preclinical and clinical supplies.


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We base our expenses related to preclinical studies and clinical trials on our
estimates of the services received and efforts expended pursuant to quotes and
contracts with multiple CROs that conduct and manage preclinical studies and
clinical trials on our behalf. The financial terms of these agreements are
subject to negotiation, vary from contract to contract and may result in uneven
payment flows. There may be instances in which payments made to our vendors will
exceed the level of services provided and result in a prepayment of the expense.
Payments under some of these contracts depend on factors such as the successful
enrollment of patients and the completion of clinical trial milestones. In
accruing fees, we estimate the time period over which services will be
performed, enrollment of patients, number of sites activated and the level of
effort to be expended in each period. If the actual timing of the performance of
services or the level of effort varies from our estimate, we adjust the accrual
or amount of prepaid expense accordingly. Although we do not expect our
estimates to be materially different from amounts actually incurred, our
understanding of the status and timing of services performed relative to the
actual status and timing of services performed may vary and may result in us
reporting amounts that are too high or too low in any particular period. To
date, we have not made any material adjustments to our prior estimates of
accrued research and development expenses.

Stock-based compensation



We measure stock options and other stock-based awards granted to employees and
directors based on their fair value on the date of the grant and recognize
compensation expense of those awards, net of estimated forfeitures, over the
requisite service period, which is generally the vesting period of the
respective award. We apply the straight-line method of expense recognition to
all awards with only service-based vesting conditions and apply the
graded-vesting method to all awards with performance-based vesting conditions or
to awards with both service-based and performance-based vesting conditions.

For stock-based awards granted to non-employees, compensation expense is
recognized over the period during which services are rendered by such
non-employees until completed in accordance with the FASB issued
ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to
Nonemployee Share-Based Payment Accounting. The new standard largely aligns the
accounting for share-based payment awards issued to employees and nonemployees
by expanding the scope of ASC 718 to apply to nonemployee share-based
transactions, as long as the transaction is not effectively a form of financing.

We estimate the fair value of each stock option grant on the date of grant using
the Black-Scholes option-pricing model, which uses as inputs the fair value of
our common stock and assumptions we make for the volatility of our common stock,
the expected term of our stock options, the risk-free interest rate for a period
that approximates the expected term of our stock options and our expected
dividend yield.

Determination of fair value of common stock



As a privately held company (through October 2, 2019), there had been no public
market for our common stock, the estimated fair value of our common stock had
been determined by our board of directors as of the date of each option grant,
with input from management, considering our most recently available third-party
valuations of common stock and our board of directors' assessment of additional
objective and subjective factors that it believed were relevant and which may
have changed from the date of the most recent valuation through the date of the
grant. These third-party valuations were performed in accordance with the
guidance outlined in the American Institute of Certified Public Accountants'
Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity
Securities Issued as Compensation. Our common stock valuations were prepared
using a hybrid method, which used market approaches to estimate our enterprise
value. The hybrid method is a probability-weighed expected return method, or
PWERM, where the equity value in one or more scenarios is calculated using an
option-pricing method, or OPM. The OPM treats common stock and preferred stock
as call options on the total equity value of a company, with exercise prices
based on the value thresholds at which the allocation among the various holders
of a company's securities changes. Under this method, the common stock has value
only if the funds available for distribution to stockholders exceeded the value
of the preferred stock liquidation preference at the time of the liquidity
event, such as a strategic sale or a merger. The PWERM is a scenario-based
methodology that estimates the fair value of common stock based upon an analysis
of future values for the company, assuming various outcomes. The common stock
value is based on the probability-weighted present value of expected future
investment returns considering each of the possible outcomes available as well
as the rights of each

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class of stock. The future value of the common stock under each outcome is
discounted back to the valuation date at an appropriate risk-adjusted discount
rate and probability weighted to arrive at an indication of value for the common
stock. These third-party valuations were performed at various dates, which
resulted in valuations of our common stock of $0.92 per share as of May 31,
2016, $1.01 per share as of October 2, 2017, $3.18 per share as of December 31,
2018 and $10.95 per share as of July 15, 2019.

In addition to considering the results of these third-party valuations, our board of directors considered various objective and subjective factors to determine the fair value of our common stock as of each grant date, including:

· the prices at which we sold shares of preferred stock and the superior rights

and preferences of the preferred stock relative to our common stock at the time

of each grant;

· the progress of our research and development programs, including the status and

results of preclinical studies and clinical trials for our product candidates;

· our stage of development and commercialization and our business strategy;

· external market conditions affecting the biopharmaceutical industry and trends

within the biopharmaceutical industry;

· our financial position, including cash on hand, and our historical and

forecasted performance and operating results;

· the lack of an active public market for our common stock and our preferred

stock;

· the likelihood of achieving a liquidity event, such as an initial public

offering, or IPO, or sale of our company in light of prevailing market

conditions; and

· the analysis of IPOs and the market performance of similar companies in the

biopharmaceutical industry.

The assumptions underlying these valuations represented management's best estimate, which involved inherent uncertainties and the application of management's judgment. As a result, if we had used significantly different assumptions or estimates, the fair value of our common stock and our stock-based compensation expense could have been materially different.

Income taxes



We account for income taxes using the asset and liability method, which requires
the recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been recognized in the consolidated
financial statements or in our tax returns. Under this method, deferred tax
assets and liabilities are determined based on differences between the financial
statement carrying amounts and the tax bases of the assets and liabilities using
the enacted tax rates in effect in the years in which the differences are
expected to reverse. A valuation allowance against deferred tax assets is
recorded if, based on the weight of the available evidence, it is more likely
than not that some or all of the deferred tax assets will not be realized.
Potential for recovery of deferred tax assets is evaluated by considering
several factors, including estimating the future taxable profits expected,
estimating future reversals of existing taxable temporary differences,
considering taxable profits in carryback periods, and considering prudent and
feasible tax planning strategies.

We account for uncertain tax positions using a more-likely-than-not threshold
for recognizing and resolving uncertain tax positions. The evaluation of
uncertain tax positions is based on factors including, but not limited to,
changes in the law, the measurement of tax positions taken or expected to be
taken in tax returns, the effective settlement of matters subject to audit, new
audit activity, and changes in facts or circumstances related to a tax position.
As of each balance sheet date, we did not have any uncertain tax positions.

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Emerging growth company and smaller reporting company status



We are an emerging growth company, as defined in the JOBS Act. Under this act,
emerging growth companies are permitted to delay adopting new or revised
accounting standards applicable to public companies until those standards would
otherwise apply to private companies. We have irrevocably elected not to avail
ourselves of this exemption from new or revised accounting standards and,
therefore, will be subject to the same new or revised accounting standards as
other public companies that are not emerging growth companies.

We may remain classified as an EGC until the end of the fiscal year in which the
fifth anniversary of our IPO occurs, although if the market value of our common
stock that is held by non-affiliates exceeds $700 million as of any June 30
before that time or if we have annual gross revenues of $1.07 billion or more in
any fiscal year, we would cease to be an EGC as of December 31 of the applicable
year. We also would cease to be an EGC if we issue more than $1 billion of
non-convertible debt over a three-year period.

We are also a "smaller reporting company," as such term is defined in Rule 12b-2
of the Exchange Act, meaning that the market value of our common stock held by
non-affiliates is less than $700 million and our annual revenue is less than
$100 million during the most recently completed fiscal year. We may continue to
be a smaller reporting company if either (i) the market value of our common
stock held by non-affiliates is less than $250 million or (ii) our annual
revenue is less than $100 million during the most recently completed fiscal year
and the market value of our common stock held by non-affiliates is less than
$700 million. If we are a smaller reporting company at the time we cease to be
an emerging growth company, we may continue to rely on exemptions from certain
disclosure requirements that are available to smaller reporting companies.
Specifically, as a smaller reporting company we may choose to present only the
two most recent fiscal years of audited financial statements in our Annual
Report on Form 10-K and, similar to emerging growth companies, smaller reporting
companies have reduced disclosure obligations regarding executive compensation.

Results of operations

Comparison of the years ended December 31, 2019 and 2018






                                    Years ended December 31,
                                     2019               2018             Change
Operating expenses:
Research and development        $    20,950,672    $   14,194,732    $    6,755,940
General and administrative            8,593,626         2,294,671         6,298,955
Total operating expenses             29,544,298        16,489,403        13,054,895
Other income (expense):
Interest income (expense)               156,351             (182)           156,533
Foreign currency gain                 1,328,140           961,316           366,824
Total other income (expense)          1,484,491           961,134           523,357
Net loss                        $  (28,059,807)    $ (15,528,269)    $ (12,531,538)

Research and development expenses






                                                          Years ended December 31,
                                                            2019             2018           Change
APR-246                                                 $  15,937,442    $ 10,957,970    $  4,979,472
Other early-stage development programs                      1,829,776         656,692       1,173,084
Unallocated research and development expenses               3,183,454       2,580,070         603,384
Total research and development expenses                 $  20,950,672    $ 14,194,732    $  6,755,940




Research and development expenses for the year ended December 31, 2019 were
$21.0 million, compared to $14.2 million for the year ended December 31, 2018.
The increase of $6.8 million was primarily related to the advancement of our
clinical product candidate APR-246. In the first quarter of 2019 we commenced a
pivotal Phase 3 clinical trial of APR-246 with azacitidine for frontline
treatment of TP53 mutant MDS which is supported by two ongoing Phase 1b/2

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investigator initiated trials, one in the U.S. and one in France, testing APR-246 with azacitidine as frontline treatment in TP53 mutant MDS and AML patients.

General and administrative expenses



General and administrative expenses for the year ended December 31, 2019 were
$8.6 million, compared to $2.3 million for the year ended December 31, 2018. The
increase of $6.3 million was primarily related to increases of $3.4 million in
legal and accounting fees, $0.3 million in consulting fees and $1.9 million in
personnel related costs including $1.0 million of non-cash stock-based
compensation. The increase in legal, accounting and consulting fees was
primarily related to costs associated with the corporate reorganization that was
completed in September 2019 as well as the preparation of our financial
statements and overall readiness to become a public company. The increase in
personnel costs was primarily related to increased non-cash stock-based
compensation expense as a result of the addition of a member of senior
management in August 2019.

Other income and expense



Foreign currency gain for the year ended December 31, 2019 was $1.3 million
compared to $0.9 million for the year ended December 31, 2018. The increase of
$0.4 million was primarily due to a strengthening of the U.S. dollar against the
Swedish Krona during the year ended December 31, 2019. Interest income (expense)
for the year ended December 31, 2019 consisted primarily of interest expense
associated with our facility leases and interest income on our cash and cash
equivalents. Interest expense for the year ended December 31, 2018 consisted of
an insignificant amount of banking charges or fees.

Comparison of the years ended December 31, 2018 and 2017




                                    Years ended December 31,
                                     2018              2017           Change
Operating expenses:
Research and development        $   14,194,732    $   13,392,631    $   802,101
General and administrative           2,294,671         2,459,744      (165,073)
Total operating expenses            16,489,403        15,852,375        637,028
Other income (expense):
Interest expense                         (182)              (15)          (167)
Foreign currency gain                  961,316           662,140        299,176
Total other income (expense)           961,134           662,125        299,009
Net loss                        $ (15,528,269)    $ (15,190,250)    $ (338,019)

Research and development expenses




                                                          Years ended December 31,
                                                            2018            2017          Change
APR­246                                                 $ 10,957,970    $  9,388,373    $ 1,569,597
Other early­stage development programs                       656,692       1,243,991      (587,299)
Unallocated research and development expenses              2,580,070       2,760,267      (180,197)
Total research and development expenses                 $ 14,194,732    $ 13,392,631    $   802,101




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Research and development expenses for the year ended December 31, 2018 were
$14.2 million, compared to $13.4 million for the year ended December 31, 2017.
The increase of $0.8 million was primarily related to the advancement of our
clinical product candidate APR-246.

General and administrative expenses

General and administrative expenses for the year ended December 31, 2018 were $2.3 million, compared to $2.5 million for the year ended December 31, 2018.

Other income and expense



Other income and expense for the year ended December 31, 2018 consisted of an
insignificant amount of banking fees on our cash balances and a foreign currency
gain of $1.0 million. Other income and expense for the year ended December 31,
2017 consisted of an insignificant amount of banking charges or fees and a
foreign currency gain of $0.7 million.

Liquidity and capital resources



Since our inception, we have incurred significant losses on an aggregate basis.
We have not yet commercialized any of our product candidates, which are in
various phases of preclinical and clinical development, and we do not expect to
generate revenue from sales of any products for several years, if at all. To
date, we have financed our operations through private placements of our
preferred and common stock and the net proceeds received from the initial public
offering (IPO) of our common stock. Through December 31, 2019, we had received
net proceeds of $223.8 million from our sales of preferred and common stock. As
of December 31, 2019, we had cash and cash equivalents of $130.1 million.

Cash flows



The following table summarizes our sources and uses of cash for each of the
periods presented:




                                                                     Years ended December 31,
                                                             2019              2018              2017
Net cash provided by (used in):
Operating activities                                    $ (26,708,707)    $ (15,250,234)    $ (14,002,118)
Investing activities                                          (30,901)           (3,702)                 -
Financing activities                                        92,575,538        56,366,742        23,343,863
Net increase in cash and cash equivalents               $   65,835,930    $   41,112,806    $    9,341,745




Operating activities

Cash used in operating activities resulted primarily from our net losses
adjusted for non-cash charges and changes in components of working capital. Net
cash used in operating activities was $26.7 million for the year ended December
31, 2019 compared to $15.3 million for the year ended December 31, 2018. The
increase in cash used in operating activities of $11.5 million was primarily
attributable to an increase in our net loss of $12.5 million, resulting from
both increased research and development expenses and increased general and
administrative expenses discussed previously.

Net cash used in operating activities was $15.3 million for the year ended December 31, 2018 compared to $14.0 million for the year ended December 31, 2017. The increase in cash used in operating activities of $1.3 million was primarily attributable to an increase in our net loss of $0.3 million, an increase in non-cash expenses of $0.4 million, resulting primarily from an increase in foreign currency gains of $0.3 million and a decreases in stock-based compensation of $0.1 million, and a decrease in the components of working capital of $0.5 million.



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Investing activities

Cash used in investing activities for the years ended December 31, 2019, 2018 and 2017 was $30,901, $3,702 and $0, respectively. Cash used in investing activities for these years represented the acquisition and property and equipment

We expect that investing activities will increase over the next several years.

Financing activities



Net cash provided by financing activities was $92.6 million for the year ended
December 31, 2019 compared to $56.4 million for the year ended December 31,
2018. The increase in cash provided by financing activities of $36.2 million was
primarily attributable to net proceeds of $86.9 million received from our IPO
which was completed in October 2019 and net proceeds of $5.6 million from the
issuance of Series C convertible preferred stock in February 2019.

Net cash provided by financing activities was $56.4 million for the year ended
December 31, 2018 compared to $23.3 million for the year ended December 31,
2017. The increase in cash provided by financing activities of $33.1 million was
attributable to the issuance of Series C convertible preferred stock in November
2018 for net proceeds of $56.4 million. In October 2017, we issued Series B
convertible preferred stock for net proceeds of $23.3 million.

Funding requirements



We expect our expenses to increase substantially in connection with our ongoing
development activities related to APR-246 and other product candidates and
programs which are still in the early stages of clinical development. In
addition, we have incurred and continue to incur additional costs associated
with operating as a public company. We expect that our expenses will increase
substantially if and as we:

· conduct our current and future clinical trials and additional preclinical

research of APR-246;

· initiate and continue research and preclinical and clinical development of our

other product candidates;

· seek to identify and develop additional product candidates;

· seek marketing approvals for any of our product candidates that successfully

complete clinical trials, if any;

· establish a sales, marketing, manufacturing and distribution infrastructure to

commercialize any products for which we may obtain marketing approval;

· require the manufacture of larger quantities of our product candidates for

clinical development and potentially commercialization;

· maintain, expand, protect and enforce our intellectual property portfolio;




 ·  acquire or in-license other drugs and technologies;

· defend against any claims of infringement, misappropriation or other violation

of third-party intellectual property;

· hire and retain additional clinical, quality control and scientific personnel;

· build out new facilities or expand existing facilities to support our ongoing

development activity;

· add operational, financial and management information systems and personnel,


    including personnel to support our drug development, any future
    commercialization efforts and our transition to a public company; and


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· continue to operate as a public company.




As of December 31, 2019, we had cash and cash equivalents of $130.1 million. We
believe that our existing cash and cash equivalents, will enable us to fund our
operating expenses and capital expenditure requirements into 2023. We have based
this estimate on assumptions that may prove to be wrong, and we could exhaust
our available capital resources sooner than we expect.

Because of the numerous risks and uncertainties associated with the development
of APR-246 and other product candidates and programs and because the extent to
which we may enter into collaborations with third parties for development of our
product candidates is unknown, we are unable to estimate the timing and amounts
of increased capital outlays and operating expenses associated with completing
the research and development of our product candidates. Our future capital
requirements will depend on many factors, including:

· the scope, progress, results and costs of our current and future clinical

trials of APR-246 for our current targeted indications;

· the scope, progress, results and costs of drug discovery, preclinical research

and clinical trials for APR-246 and our other product candidates;

· the number of future product candidates that we pursue and their development

requirements;

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

· the extent to which we acquire or invest in businesses, products and

technologies, including entering into or maintaining licensing or collaboration

arrangements for product candidates on favorable terms, although we currently

have no commitments or agreements to complete any such transactions;

· the costs and timing of future commercialization activities, including drug

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

candidates for which we receive marketing approval, to the extent that such

sales, marketing, manufacturing and distribution are not the responsibility of

any collaborator that we may have at such time;

· the amount of revenue, if any, received from commercial sales of our product

candidates, should any of our product candidates receive marketing approval;

· the costs of preparing, filing and prosecuting patent applications,

maintaining, protecting and enforcing our intellectual property rights and

defending intellectual property-related claims;

· our headcount growth and associated costs as we expand our business operations

and our research and development activities; and

· the costs of operating as a public company.




Developing drug products, including conducting preclinical studies and clinical
trials, is a time-consuming, expensive and uncertain process that takes years to
complete, and we may never generate the necessary data or results required to
obtain marketing approval for any product candidates or generate revenue from
the sale of any products for which we may obtain marketing approval. In
addition, our product candidates, if approved, may not achieve commercial
success. Our commercial revenues, if any, will be derived from sales of drugs
that we do not expect to be commercially available for many years, if ever.
Accordingly, we will need to obtain substantial additional funds to achieve our
business objectives.

Adequate additional funds may not be available to us on acceptable terms, or at
all. We do not currently have any committed external source of funds. To the
extent that we raise additional capital through the sale of equity or

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convertible debt securities, ownership interests in our securities may be
diluted, and the terms of these securities may include liquidation or other
preferences and anti-dilution protections that could adversely affect the rights
of our common stockholders. Additional debt or preferred equity financing, if
available, may involve agreements that include restrictive covenants that may
limit our ability to take specific actions, such as incurring debt, making
capital expenditures or declaring dividends, which could adversely impact our
ability to conduct our business, and may require the issuance of warrants, which
could potentially dilute existing ownership interest.

If we raise additional funds through collaborations, strategic alliances or
licensing arrangements with third parties, we may have to relinquish valuable
rights to our technology, future revenue streams, research programs, or product
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
collaborations, strategic alliances or licensing arrangements with third parties
when needed, we may be required to delay, limit, reduce and/or terminate our
product development programs or any future commercialization efforts or grant
rights to develop and market product candidates that we would otherwise prefer
to develop and market ourselves.

Contractual obligations and commitments



The following table summarizes our contractual obligations at December 31, 2019:


                                               Payments due by period
                                    Less than                                       More than
                         Total        1 year       1 ­ 3 years      3 ­ 5 years      5 years
Operating leases(1)    $ 567,850    $  251,008    $     316,842    $           -    $        -
Total                  $ 567,850    $  251,008    $     316,842    $           -    $        -

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

(1) Represents minimum payments due for our lease of office space in Boston,

Massachusetts under an operating lease agreement that, as amended, expires in

2021 and our lease of office and laboratory space in Solna, Sweden under an

operating lease agreement that expires in June 2022.




We enter into contracts in the normal course of business with CROs and CMOs for
clinical trials, preclinical research studies and testing, manufacturing and
other services and products for operating purposes. These contracts do not
contain any minimum purchase commitments and are cancelable by us upon prior
notice of 30 days and, as a result, are not included in the table of contractual
obligations above. Payments due upon cancelation consist only of payments for
services provided and expenses incurred up to the date of cancelation.

Off-balance sheet arrangements



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

Recent accounting pronouncements

See Note 2 to our consolidated financial statements that discusses new accounting pronouncements

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