The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our unaudited condensed financial
statements and related notes thereto included elsewhere in this quarterly report
on Form 10-Q and with our audited financial statements and notes thereto and
management's discussion and analysis of financial condition and results of
operations, both of which are contained in our annual report on Form 10-K for
the year ended December 31, 2020 filed with the Securities and Exchange
Commission, or SEC, on March 15, 2021.

Cautionary Note Regarding Forward-Looking Statements



This quarterly report contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange
Act. All statements other than statements of historical facts contained in this
quarterly report, including statements regarding our future results of
operations and financial position, business strategies and plans, research and
development plans, the anticipated timing, costs, design and conduct of our
ongoing and planned preclinical studies and clinical trials for our product
candidates, the timing and likelihood of regulatory filings and approvals for
our product candidates, the impact of COVID-19 on our business, the timing and
likelihood of success, plans and objectives of management for future operations
and future results of anticipated product development efforts, are
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "could," "expect,"
"intend," "plan," "anticipate," "believe," "estimate," "predict," "potential,"
"continue," or the negative of these terms or other comparable terminology.
These forward-looking statements are only predictions. We have based these
forward-looking statements largely on our current expectations and projections
about future events and financial trends that we believe may affect our
business, financial condition and results of operations. These forward-looking
statements speak only as of the date of this quarterly report and are subject to
a number of risks, uncertainties and assumptions, including those described in
Part II, Item 1A, "Risk Factors." The events and circumstances reflected in our
forward-looking statements may not be achieved or occur, and actual results
could differ materially from those projected in the forward-looking statements.
Except as required by applicable law, we do not plan to publicly update or
revise any forward-looking statements contained herein, whether as a result of
any new information, future events, changed circumstances or otherwise.

Overview



We are a biopharmaceutical company committed to delivering a new class of RNA
therapeutics called Antibody Oligonucleotide Conjugates, or AOCs™. Our
proprietary AOC platform is designed to combine the specificity of monoclonal
antibodies with the precision of oligonucleotide therapies to target the root
cause of diseases previously untreatable with RNA therapeutics. We are initially
focused on muscle diseases to demonstrate the capabilities of our AOCs, and our
muscle franchise consists of over five programs. Our lead product candidate, AOC
1001, is designed to treat myotonic dystrophy type 1, or DM1, a rare monogenic
muscle disease. We dosed the first patient in our Phase 1/2 MARINA™ clinical
trial of AOC 1001 in adults with DM1 in October 2021. The U.S. Food and Drug
Administration, or FDA, and European Medicines Agency have granted Orphan
Designation for AOC 1001. In October, the FDA also granted Fast Track
Designation to AOC 1001 for the treatment of DM1.

The primary objective of the MARINA trial is to evaluate the safety and
tolerability of single and multiple ascending doses of AOC 1001 administered
intravenously. The MARINA trial is assessing the activity of AOC 1001 across key
biomarkers, including spliceopathy, a key biomarker for DM1, and knockdown of
DMPK mRNA, the disease-related mRNA responsible for DM1. Though the Phase 1/2
trial is not powered to assess functional benefit, it is exploring the clinical
activity of AOC 1001, including measures of mobility and muscle strength, as
well as patient reported outcomes and quality of life measures. In the second
half of 2022, we plan to conduct and announce a preliminary assessment of
safety, tolerability and key biomarkers in approximately half of the trial
participants.

Our expanding pipeline also includes programs in facioscapulohumeral muscular
dystrophy, or FSHD, Duchenne Muscular Dystrophy, or DMD, muscle atrophy and
Pompe disease. We remain on track to initiate clinical trials for our lead DMD
program, AOC 1044, and our AOC FSHD program in 2022 following additional
preparatory preclinical studies and regulatory clearance. In addition to our
muscle franchise, we have research efforts focused on immune cells, cardiac
tissue and other cell types.

Since our inception in 2012, we have devoted substantially all of our resources
to organizing and staffing our company, business planning, raising capital,
developing our proprietary AOC platform, identifying potential product
candidates, establishing our intellectual property portfolio and conducting
research and preclinical studies, and providing other general and administrative
support for these operations. We have not generated any revenue from product
sales. In June 2020, we

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completed our initial public offering, or IPO, of 16,560,000 shares of our
common stock at a price to the public of $18.00 per share, including the
exercise in full by the underwriters of their option to purchase 2,160,000
additional shares of our common stock. Including the option exercise, our
aggregate net proceeds from the offering were $274.1 million, net of
underwriting discounts, commissions and offering costs. In August 2021, we
completed a public offering of 9,200,000 shares of our common stock at a public
offering price of $18.00 per share, for aggregate net proceeds of $155.1
million, after deducting underwriting discounts, commissions and offering costs.
Since our inception through September 30, 2021, other sources of capital raised
to fund our operations were comprised of aggregate gross proceeds of $131.6
million from the sale and issuance of convertible preferred stock/units and
convertible notes, $34.0 million from funding under collaboration and research
services agreements, and $7.0 million from loans from Silicon Valley Bank, or
SVB, under a Loan and Security Agreement, as amended, or the LSA. As of
September 30, 2021, we had cash, cash equivalents and marketable securities of
$413.0 million.

We have incurred operating losses in each year since inception. Our net losses
were $44.4 million and $24.7 million for the years ended December 31, 2020 and
2019, respectively, and $79.5 million for the nine months ended September 30,
2021. As of September 30, 2021, we had an accumulated deficit of $146.0 million.
We expect our expenses and operating losses will increase substantially as we
conduct our ongoing and planned preclinical studies and clinical trials,
continue our research and development activities, utilize third parties to
manufacture our product candidates and related raw materials, hire additional
personnel, protect our intellectual property and incur additional costs
associated with being a public company. Our net losses may fluctuate
significantly from quarter-to-quarter and year-to-year, depending on the timing
of our preclinical studies and clinical trials and our expenditures on other
research and development activities, as well as the generation of any
collaboration and services revenue.

Based upon our current operating plans, we believe that our existing cash, cash
equivalents and marketable securities will be sufficient to fund our operations
for at least 12 months from the date of the filing of this Form 10-Q. While we
may generate revenue under our current and/or future collaboration agreements,
we do not expect to generate any revenues from product sales until we
successfully complete development and obtain regulatory approval for one or more
of our product candidates, which we expect will take a number of years and may
never occur. If we obtain regulatory approval for any of our product candidates,
we expect to incur significant commercialization expenses related to product
sales, marketing, manufacturing and distribution. Accordingly, until such time
as we can generate significant revenue from sales of our product candidates, if
ever, we expect to finance our cash needs through equity offerings, debt
financings or other capital sources, including potential collaborations,
licenses and other similar arrangements. However, we may be unable to raise
additional funds or enter into such other arrangements when needed, on favorable
terms or at all. Our failure to raise capital or enter into such other
arrangements when needed would have a negative impact on our financial condition
and could force us to delay, limit, reduce or terminate our product development
or future commercialization efforts or grant rights to develop and market
product candidates that we would otherwise prefer to develop and market
ourselves.

COVID-19



The COVID-19 outbreak in the United States has caused significant business
disruption. The extent of the impact of COVID-19 on our operational and
financial performance will depend on certain developments, including the
continued spread of COVID-19 and the measures taken by the governmental
authorities, and its impact on our preclinical studies and clinical trials,
employees and vendors, all of which are uncertain and cannot be predicted,
particularly as we advance our product candidates into and through clinical
development. In response to the COVID-19 outbreak, we limited the number of
on-site staff in our research laboratories as well as other personnel, with the
remainder of our employees continuing to work remotely. To date, we have not
experienced material disruptions in our business operations. However, a
prolonged outbreak could have a material adverse impact on our financial results
and business operations, including the timing of and our ability to complete
certain clinical trials and other efforts required to advance the development of
our product candidates and raise additional capital.

Research Collaboration and License Agreement with Eli Lilly and Company



In April 2019, we entered into a Research Collaboration and License Agreement,
or the Lilly Agreement, with Eli Lilly and Company, or Lilly, for the discovery,
development and commercialization of AOC products in immunology and other select
indications on a worldwide basis. Under the Lilly Agreement, we and Lilly will
collaborate on preclinical research and discovery activities for such products,
with Lilly being responsible for funding the cost of such activities by both
parties. Lilly will also lead the clinical development, regulatory approval and
commercialization of all such products, at its sole cost. We granted Lilly an
exclusive, worldwide, royalty-bearing license, with the right to sublicense,
under our technology to research, develop, manufacture, and sell products
containing AOCs that are directed to up to six mRNA targets. We retain the right
to use our technology to perform our obligations under the agreement and for all
purposes not granted to Lilly. Lilly paid us an upfront license fee of $20.0
million in 2019, and we are eligible to receive up to $60.0 million in
development milestone

                                       22

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payments, up to $140.0 million in regulatory milestone payments and up to $205.0
million in commercialization milestone payments per target. We are eligible to
receive a tiered royalty ranging from the mid-single to low-double digits from
Lilly on worldwide annual net sales of licensed products, subject to specified
and capped reductions for the market entry of biosimilar products, loss of
patent coverage of licensed products and for payments owed to third parties for
additional rights necessary to commercialize licensed products in the territory.

Concurrently with the Lilly Agreement, we issued a convertible promissory note
to Lilly, or the Lilly Note, and received cash proceeds of $15.0 million in
2019. The Lilly Note accrued simple interest of 8.0% per annum and, if not
converted, would have matured in October 2020. In connection with the sale of
our Series C convertible preferred stock in November 2019, all outstanding
principal and interest accrued under the Lilly Note converted into 4,576,342
shares of our Series C convertible preferred stock, at a conversion price equal
to 80% of the per share cash price paid by the investors in the Series C
convertible preferred stock financing. In connection with our IPO in June 2020,
the Series C convertible preferred stock related to the Lilly Note converted
into 2,169,396 shares of our common stock.

Components of Results of Operations

Revenue



Our revenue to date has been derived from payments received under the Lilly
Agreement and other license and research agreements. For the foreseeable future,
we may generate revenue from reimbursements of services under the Lilly
Agreement, as well as a combination of upfront payments and milestone payments
under our current and/or future collaboration agreements. We do not expect to
generate any revenue from the sale of products unless and until such time that
our product candidates have advanced through clinical development and regulatory
approval, if ever. We expect that any revenue we generate, if at all, will
fluctuate from quarter-to-quarter as a result of the timing and amount of
payments relating to such services and milestones and the extent to which any of
our products are approved and successfully commercialized. If we fail to
complete preclinical and clinical development of product candidates or obtain
regulatory approval for them, our ability to generate future revenues and our
results of operations and financial position would be adversely affected.

Operating Expenses

Research and Development

Research and development expenses consist of external and internal costs associated with our research and development activities, including our discovery and research efforts, and the preclinical and clinical development of our product candidates. Our research and development expenses include:

• external costs, including expenses incurred under arrangements with third

parties, such as contract research organizations, contract manufacturers,


      consultants and our scientific advisors; and


  • internal costs, including;

• employee-related expenses, including salaries, benefits and stock-based


         compensation;


      •  the costs of laboratory supplies and acquiring, developing and
         manufacturing preclinical study materials; and

• facilities, information technology and depreciation, which include direct

and allocated expenses for rent and maintenance of facilities and

depreciation of leasehold improvements and equipment.




Research and development costs, including costs reimbursed under the Lilly
Agreement, are expensed as incurred, with reimbursements of such amounts being
recognized as revenue. We account for nonrefundable advance payments for goods
and services that will be used in future research and development activities as
expenses when the service has been performed or when the goods have been
received.

At any one time, we are working on multiple programs. Our internal resources,
employees and infrastructure are not directly tied to any one research or drug
discovery program and are typically deployed across multiple programs. As such,

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we do not track internal costs on a specific program basis. The following table
summarizes our external costs and internal costs for the periods presented (in
thousands):



                                            Three Months Ended September 30,          Nine Months Ended September 30,
                                              2021                  2020                2021                  2020
External costs                             $    13,986         $         5,442     $        38,667       $        14,991
Internal costs:
Employee-related expenses                        8,558                   2,641              22,593                 5,946
Facilities, lab supplies and other costs         2,287                   1,372               6,954                 3,046
Total internal costs                            10,845                   4,013              29,547                 8,992

Total research and development expenses $ 24,831 $ 9,455 $ 68,214 $ 23,983






We expect our research and development expenses to increase for the foreseeable
future as we continue to conduct our ongoing research and development
activities, advance our preclinical research programs toward clinical
development, including conducting IND-enabling studies, and conduct clinical
trials. The process of conducting preclinical studies and clinical trials
necessary to obtain regulatory approval is costly and time consuming. We may
never succeed in achieving marketing approval for any of our product candidates.

The timelines and costs associated with research and development activities are
uncertain, can vary significantly for each product candidate and development
program, and are difficult to predict. We anticipate we will make determinations
as to which programs to pursue and how much funding to direct to each program on
an ongoing basis in response to preclinical and clinical results, regulatory
developments, ongoing assessments as to each program's commercial potential, and
our ability to maintain or enter into new collaborations, to the extent we
determine the resources or expertise of a collaborator would be beneficial for a
given program. We will need to raise substantial additional capital in the
future. In addition, we cannot forecast which development programs may be
subject to future collaborations, when such arrangements will be secured, if at
all, and to what degree such arrangements would affect our development plans and
capital requirements.

Our development costs may vary significantly based on factors such as:

• the number and scope of clinical, preclinical and IND-enabling studies;




  • per patient trial costs;


  • the number of trials required for approval;


  • the number of sites included in the trials;


  • the countries in which the trials are conducted;


  • the length of time required to enroll eligible patients;


  • the number of patients that participate in the trials;


  • the number of doses that patients receive;


  • the drop-out or discontinuation rates of patients;

• potential additional safety monitoring requested by regulatory agencies;




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


  • the cost and timing of manufacturing our product candidates;


  • the phase of development of our product candidates; and


  • the efficacy and safety profile of our product candidates.

General and Administrative



General and administrative expenses consist primarily of employee-related
expenses, including salaries, benefits and stock-based compensation, for
employees in our executive, finance, accounting, legal, business development and
support functions. Other general and administrative expenses include allocated
facility, information technology and depreciation related costs not otherwise
included in research and development expenses and professional fees for
auditing, tax,

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intellectual property and legal services. Costs related to filing and pursuing
patent applications are recognized as general and administrative expenses as
incurred since recoverability of such expenditures is uncertain.

We expect our general and administrative expenses will increase for the
foreseeable future to support our increased research and development activities
and increased costs of operating as a public company. These increased costs will
likely include increased expenses related to audit, legal, regulatory and tax
services associated with maintaining compliance with exchange listing and SEC
requirements, director and officer insurance premiums and investor relations
costs associated with operating as a public company.

Other Income (Expense)

Interest Income

Interest income consists primarily of interest earned on our cash, cash equivalents and marketable securities.

Interest Expense

Interest expense consists of cash and noncash interest expense associated with our previously outstanding debt under the LSA.

Change in Fair Value of Preferred Warrant Liability



Prior to our IPO, we classified our outstanding warrant to purchase shares of
our Series A convertible preferred stock as a liability on our balance sheets at
its estimated fair value since the underlying convertible preferred stock was
classified as temporary equity. At the end of each reporting period, changes in
the estimated fair value during the period were recorded as a component of other
income (expense). In connection with our IPO, this warrant was adjusted to
become a warrant to purchase shares of our common stock and met the criteria to
be classified within stockholders' equity; therefore, the warrant was no longer
subject to liability accounting. Accordingly, the fair value of the warrant
liability was reclassified to stockholders' equity.

Results of Operations

Comparison of the Three Months Ended September 30, 2021 and 2020



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



                                                    Three Months Ended September 30,            Increase
                                                      2021                     2020            (decrease)
Revenue                                         $           2,163         $         1,746     $        417
Research and development expenses                          24,831                   9,455           15,376
General and administrative expenses                         6,612                   3,757            2,855
Other income (expense)                                          6                      27              (21 )




Revenue

Revenue was $2.2 million for the three months ended September 30, 2021 compared
to $1.7 million for the three months ended September 30, 2020. Revenue during
both periods was primarily derived from the Lilly Agreement. The increase was
primarily due to higher reimbursable collaboration-related research and
development expenses resulting in the recognition of higher corresponding
revenue under the Lilly Agreement.

Research and Development Expenses



Research and development expenses were $24.8 million for the three months ended
September 30, 2021 compared to $9.5 million for the three months ended
September 30, 2020. The increase was primarily driven by the advancement of AOC
1001, AOC 1044 and our AOC FSHD program, as well as costs related to the
expansion of our overall research capabilities.

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General and Administrative Expenses

General and administrative expenses were $6.6 million for the three months ended September 30, 2021 compared to $3.8 million for the three months ended September 30, 2020. The increase was primarily due to higher personnel costs.

Comparison of the Nine Months Ended September 30, 2021 and 2020

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





                                                   Nine Months Ended September 30,          Increase
                                                     2021                  2020            (decrease)
Revenue                                         $         7,474       $         4,645     $      2,829
Research and development expenses                        68,214                23,983           44,231
General and administrative expenses                      18,764                 8,646           10,118
Other income (expense)                                       33                   (96 )            129


Revenue

Revenue was $7.5 million for the nine months ended September 30, 2021 compared
to $4.6 million for the nine months ended September 30, 2020. Revenue during
both periods was primarily derived from the Lilly Agreement. The increase was
primarily due to higher reimbursable collaboration-related research and
development expenses resulting in the recognition of higher corresponding
revenue under the Lilly Agreement.

Research and Development Expenses



Research and development expenses were $68.2 million for the nine months ended
September 30, 2021 compared to $24.0 million for the nine months ended
September 30, 2020. The increase was primarily driven by the advancement of AOC
1001, AOC 1044 and our AOC FSHD program, as well as costs related to the
expansion of our overall research capabilities.

General and Administrative Expenses



General and administrative expenses were $18.8 million for the nine months ended
September 30, 2021 compared to $8.6 million for the nine months ended
September 30, 2020. The increase was primarily due to higher personnel costs,
professional fees and insurance costs.

Liquidity and Capital Resources

Sources of Liquidity



In June 2020, we completed our IPO of 16,560,000 shares of our common stock at a
price to the public of $18.00 per share, including the exercise in full by the
underwriters of their option to purchase 2,160,000 additional shares of our
common stock. Including the option exercise, our aggregate net proceeds from the
offering were $274.1 million, net of underwriting discounts, commissions and
offering costs. In August 2021, we completed a public offering of 9,200,000
shares of our common stock at a public offering price of $18.00 per share, for
aggregate net proceeds of $155.1 million, after deducting underwriting
discounts, commissions and offering costs. Since our inception through
September 30, 2021, other sources of capital raised to fund our operations were
comprised of aggregate gross proceeds of $131.6 million from the sale and
issuance of convertible preferred stock/units and convertible notes, $34.0
million from funding under collaboration and research services agreements, and
$7.0 million from loans from SVB under the LSA. As of September 30, 2021, we had
cash, cash equivalents and marketable securities of $413.0 million.

Convertible Promissory Notes



In July 2018 and February 2019, we issued convertible promissory notes to
certain of our existing investors, or the 2018 Notes and 2019 Notes,
respectively, and received proceeds of $3.0 million and $4.5 million,
respectively. The 2018 Notes and 2019 Notes accrued simple interest at a rate of
8% and 10% per annum, respectively, and had a maturity date in December 2020,
subject to earlier conversion.

In addition, in April 2019, as described above, in connection with the Lilly Agreement, we issued the Lilly Note and received cash proceeds of $15.0 million.


                                       26

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In November 2019, in connection with our Series C financing transaction, all
outstanding amounts of principal and accrued interest from the 2018 Notes, 2019
Notes and Lilly Note, which totaled $23.8 million, were converted into an
aggregate of 6,893,036 shares of our Series C convertible preferred stock, which
subsequently converted into shares of our common stock in connection with our
IPO.

SVB Loan and Security Agreement



In June 2017, we entered into an amendment to the LSA with SVB, or the First LSA
Amendment, which provided up to $7.0 million in available borrowings in two
tranches. In 2017, we drew the first tranche of $5.0 million, of which $4.6
million was used to repay our existing debt obligations to SVB. In August 2018,
we drew the second tranche of $2.0 million. Interest accrued on the unpaid
principal balance at an adjustable annual rate of the prime rate per the Wall
Street Journal plus 0.20%. In addition to our monthly payments of principal and
interest, our repayment obligations included a final payment of 6.5% of the
original principal advanced, which was due upon final maturity of the loan in
June 2021. On June 30, 2020, we voluntarily prepaid the outstanding principal
balance of $2.8 million and final payments and accrued interest of $0.5 million
under the LSA, and the LSA was terminated.

In connection with execution of the LSA, we issued SVB a warrant to purchase
16,474 shares of our Series A convertible preferred stock at an exercise price
of $2.2615 per share, exercisable at any time following issuance with a term of
ten years. In connection with the completion of our IPO in June 2020, the
preferred stock warrant was adjusted to become a warrant exercisable for 7,809
shares of common stock at an exercise price of $4.77 per share. In connection
with the First LSA Amendment in June 2017, we issued SVB an additional warrant
to purchase 9,442 shares of common stock at an exercise price of $0.53 per
share, exercisable at any time following issuance with a term of seven years. On
June 17, 2020, the warrants were cashless exercised for an aggregate of 15,833
shares of common stock.

Sales Agreement

In July 2021, we entered into a sales agreement, or the Sales Agreement, with
Cowen and Company, LLC, or the Sales Agent, under which we may, from time to
time, sell shares of common stock having an aggregate offering price of up to
$150.0 million through the Sales Agent. Sales of our common stock made pursuant
to the Sales Agreement, if any, will be made under our shelf registration
statement on Form S-3, which became automatically effective upon filing in July
2021. We are not obligated to, and cannot provide any assurances that we will,
make any sales of the shares under the Sales Agreement. In addition, the Sales
Agreement may be terminated by the Sales Agent or us at any time upon ten days'
notice to the other party, or by the Sales Agent, with respect to itself, at any
time in certain circumstances, including the occurrence of a material adverse
change. To date, there have been no sales of common stock pursuant to the Sales
Agreement.

Future Capital Requirements

As of September 30, 2021, we had cash, cash equivalents and marketable
securities of $413.0 million. Based upon our current operating plans, we believe
that our existing cash, cash equivalents and marketable securities will be
sufficient to fund our operations for at least 12 months from the date of the
filing of this Form 10-Q. However, our forecast of the period of time through
which our financial resources will be adequate to support our operations is a
forward-looking statement that involves risks and uncertainties, and actual
results could vary materially. We have based this estimate on assumptions that
may prove to be wrong, and we could deplete our capital resources sooner than we
expect. Additionally, the process of conducting preclinical studies and testing
product candidates in clinical trials is costly, and the timing of progress and
expenses in these studies and trials is uncertain.

Our future capital requirements are difficult to forecast and will depend on many factors, including but not limited to:

• the type, number, scope, progress, expansions, results, costs and timing of

discovery, preclinical studies and clinical trials of our product candidates

that we are pursuing or may choose to pursue in the future;

• the costs and timing of manufacturing for our product candidates and

commercial manufacturing if any product candidate is approved;

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

• the terms and timing of establishing and maintaining collaborations,

licenses and other similar arrangements;

• the costs of obtaining, maintaining and enforcing our patents and other

intellectual property rights;

• our efforts to enhance operational systems and hire additional personnel to

satisfy our obligations as a public company, including enhanced internal


      controls over financial reporting;


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• the costs associated with hiring additional personnel and consultants as our

preclinical and clinical activities increase;

• the timing and amount of the milestone or other payments made to us under

the Lilly Agreement or any future collaboration agreements;

• the costs and timing of establishing or securing sales and marketing

capabilities if any product candidate is approved;

• our ability to achieve sufficient market acceptance, coverage and adequate

reimbursement from third-party payors and adequate market share and revenue

for any approved products; and

• costs associated with any products or technologies that we may in-license or

acquire.




While we may generate revenue under our current and/or future collaboration
agreements, we do not expect to generate any revenues from product sales until
we successfully complete development and obtain regulatory approval for one or
more of our product candidates, which we expect will take a number of years and
may never occur. If we obtain regulatory approval for any of our product
candidates, we expect to incur significant commercialization expenses related to
product sales, marketing, manufacturing and distribution. Accordingly, until
such time as we can generate significant revenue from sales of our product
candidates, if ever, we expect to finance our cash needs through equity
offerings, debt financings or other capital sources, including current and
potential future collaborations, licenses and other similar arrangements.
However, we may be unable to raise additional funds or enter into such other
arrangements when needed, on favorable terms or at all. In addition, we may seek
additional capital due to favorable market conditions or strategic
considerations even if we believe we have sufficient funds for our current or
future operating plans. Our failure to raise capital or enter into such other
arrangements when needed would have a negative impact on our financial condition
and could force us to delay, limit, reduce or terminate our product development
or future commercialization efforts or grant rights to develop and market
product candidates that we would otherwise prefer to develop and market
ourselves.

Cash Flows



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



                                             Nine Months Ended September 30,
                                               2021                   2020
Net cash provided by (used in):
Operating activities                     $        (68,598 )     $        (24,044 )
Investing activities                                1,547                   (855 )
Financing activities                              155,602                271,587

Net increase in cash, cash equivalents


  and restricted cash                    $         88,551       $        246,688




Operating Activities

Net cash used in operating activities was $68.6 million for the nine months
ended September 30, 2021, which consisted primarily of cash used to fund our
operations related to the development of AOC 1001, AOC 1044 and our AOC FSHD
program. Net cash used in operating activities was $24.0 million for the nine
months ended September 30, 2020, which consisted primarily of cash used to fund
our operations related to the development of AOC 1001 and our other programs.

Investing Activities



Net cash provided by investing activities was $1.5 million for the nine months
ended September 30, 2021, which consisted primarily of proceeds from maturities
of marketable securities, partially offset by cash used to purchase property and
equipment. Net cash used in investing activities was $0.9 million for the nine
months ended September 30, 2020, which consisted primarily of cash used to
purchase property and equipment.

Financing Activities



Net cash provided by financing activities was $155.6 million for the nine months
ended September 30, 2021, which consisted primarily of net proceeds from the
issuance of common stock in our August 2021 public offering, as well as

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proceeds from the issuance of common stock under the ESPP and proceeds from the
exercise of stock options. Net cash provided by financing activities was $271.6
million for the nine months ended September 30, 2020, which consisted primarily
of net proceeds from our IPO and net proceeds from the issuance of Series C
convertible preferred stock, partially offset by payments related to the LSA.

Critical Accounting Policies and Estimates



Our management's discussion and analysis of our financial condition and results
of operations is based on our condensed financial statements, which have been
prepared in accordance with U.S. generally accepted accounting principles, or
GAAP. The preparation of these condensed financial statements requires us to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenue and expenses. On an ongoing basis, we evaluate these
estimates and judgments. We base our estimates on historical experience and on
various assumptions that we believe to be reasonable under the circumstances.
These estimates and assumptions form the basis for making judgments about the
carrying values of assets and liabilities and the recording of revenue and
expenses that are not readily apparent from other sources. Actual results may
differ materially from these estimates. As of September 30, 2021, there have
been no material changes to our critical accounting policies and estimates from
those disclosed in "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Critical Accounting Policies and Estimates,"
included in our annual report on Form 10-K for the year ended December 31, 2020
filed with the SEC on March 15, 2021.

Contractual Obligations and Commitments



As of September 30, 2021, there have been no material changes outside the
ordinary course of our business to the contractual obligations we reported in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Contractual Obligations and Commitments," included in our annual
report on Form 10-K for the year ended December 31, 2020 filed with the SEC on
March 15, 2021.

Off-Balance Sheet Arrangements



During the periods 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.

JOBS Act

As an emerging growth company under the JOBS Act, we can take advantage of an
extended transition period for complying with new or revised accounting
standards. This allows an emerging growth company to delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We have elected to avail ourselves of this exemption from new
or revised accounting standards, and, therefore, our financial statements may
not be comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates. We also intend to rely on
other exemptions provided by the JOBS Act, including without limitation, not
being required to comply with the auditor attestation requirements of Section
404(b) of Sarbanes-Oxley.

We will remain an emerging growth company until December 31, 2021.


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