The following discussion and analysis should be read in conjunction with the
financial statements and related notes included in "Item 8 - Financial
Statements and Supplementary Data" in this Annual Report on Form 10-K. The
following discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those expressed
or implied in any forward-looking statements as a result of various factors,
including those set forth under the caption "Item 1A. Risk Factors."

Overview



In March 2023, we announced our decision to discontinue our ongoing Phase 1/2
clinical trials evaluating the safety and preliminary efficacy of our GoCAR-T
cell product candidates (including BPX-601 and BPX-603) in combination with
rimiducid in heavily pre-treated cancer patients following our assessment of the
risk/benefit profile of BPX-601 in combination with rimiducid.

We are communicating with clinical trial sites and regulatory agencies regarding
our decision to discontinue these trials. We are evaluating and exploring a
variety of strategic and financing alternatives focused on maximizing
shareholder value, including, but not limited to, a merger, sale, or other
business combination, a strategic partnership with one or more parties, or the
licensing, sale or divestiture of our programs. Despite undertaking this
process, we may not be successful in completing a transaction, and, even if a
strategic transaction is completed, it ultimately may not deliver the
anticipated benefits or enhance stockholder value. If we do not successfully
consummate a strategic alternative, our board of directors may decide to pursue
a dissolution and liquidation of the Company.

Results of Operations



The following table sets forth our results of operations for the periods
indicated:

                                                                             Year Ended
(in thousands)                                  December 31, 2022           December 31, 2021              Change
Revenues
Supply agreement                              $                -          $              700          $        (700)
License revenue                                            1,500                       5,500                 (4,000)
Total revenues                                $            1,500          $            6,200          $      (4,700)
Operating expenses:
Research and development                                  22,764                      23,578                   (814)
General and administrative                                 5,717                       7,010                 (1,293)
Total operating expenses                                  28,481                      30,588                 (2,107)
Other operating expense

Loss on dispositions, net                                      -                        (478)                   478
Total other operating expense                                  -                        (478)                   478
Loss from operations                                     (26,981)                    (24,866)                (2,115)
Other income:
Interest income, net of interest
expense                                                       46                          28                     18
Change in fair value of warrant and
private placement option liabilities                       1,964                      15,126                (13,162)
Other income                                                   -                           7                     (7)
Total other income                                         2,010                      15,161                (13,151)
Loss before tax                                          (24,971)                     (9,705)               (15,266)
Income tax expense                                            (2)                          -                     (2)
Net loss                                      $          (24,973)         $           (9,705)         $     (15,268)



Revenues

The decrease in revenues for the year ended December 31, 2022, compared to the
year ended December 31, 2021, was mainly due to new supply and license
agreements executed with external parties during 2021. In the first quarter of
2021, we entered into a multi-

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year supply agreement with Takeda Development Center Americas, Inc., or Takeda,
for the supply of rimiducid for potential use in clinical trials of TAK-007
(CD19 CAR-NK cell therapy). The supply was fulfilled in the second quarter of
2021 generating revenue of $0.7 million, although we may generate additional
revenue under the agreement based on future sales. In the third quarter of 2021,
we entered into an option and license agreement with The University of Texas
M.D. Anderson Cancer Center, or M.D. Anderson for certain option and license
rights to CaspaCIDe and related technologies. An upfront fee under the agreement
of $5.0 million was recognized as revenue, together with $0.5 million of annual
license fee under a previous license agreement with M.D. Anderson. For the year
ended December 31, 2022, revenue recognized consisted of the annual license fees
of $0.5 million and $1.0 million from the 2019 and 2021 M.D. Anderson Option and
License Agreement, respectively.

Research and Development Expenses (R&D)



The decrease in R&D expenses of $0.8 million for the year ended December 31,
2022, compared to the year ended December 31, 2021, was primarily due to
continued reduction of expenses related to rivo-cel activities. We discontinued
active efforts to identify a partner for rivo-cel in late 2021. As a result, we
have further decreased the budget on rivo-cel by limiting activities to
maintaining regulatory compliance and long-term follow-up and monitoring
patients previously enrolled in rivo-cel clinical trials, leading to a reduction
in clinical trial and consulting expenses of $1.8 million for the twelve months
ended December 31, 2022, compared to the prior year. Additionally, there were
delays in enrolling new patients for our clinical trials, which resulted in a
reduction in clinical research costs of $0.7 million for the twelve months ended
December 31, 2022, compared to the prior year. These decreases were partially
offset by an increase in salaries, benefits, travel, and share-based
compensation related charges from R&D departments of $1.7 million for the twelve
months ended December 31, 2022, as a result of increased R&D personnel hired
during 2022. At the end of 2022, we had 11 full time equivalent employees in our
R&D departments, compared to five at the end of 2021. As discussed above, we
have discontinued our BPX-601 and BPX-603 Phase 1/2 clinical trials, which we
expect will contribute to decreases in R&D expenses in future periods.

General and Administrative Expenses (G&A)



The decrease in G&A expenses of $1.3 million for the year ended December 31,
2022, compared to the year ended December 31, 2021, was primarily due to a
reduction in share-based compensation expenses, and IT and communication
expenses from G&A departments by $1.1 million. Additionally, insurance and other
public company costs decreased by $0.2 million for the twelve months ended
December 31, 2022 as a result of a reduced company size and administrative
activities, compared to the same period in 2021.

Loss on dispositions, net



We did not incur any gain or loss on dispositions for the year ended December
31, 2022. The loss of $0.5 million recognized for the year ended December 31,
2021 was a result of the lease termination of the South San Francisco office
space in the first quarter of 2021. Upon the termination and exit of the office
space, we disposed of substantially all of the assets and liabilities associated
with the lease including a right-of-use asset of $0.6 million, leased equipment
with a net book value less than $0.1 million, and the related lease liability of
$1.0 million.

Other Income (Expense)

Other income or expense primarily consists of interest income, interest expense,
and changes in fair values of our warrant liability and the private placement
option, which are remeasured at each reporting period. Due to the nature of the
inputs in the model used to assess the fair value of the warrant liability and
private placement option, we may experience significant fluctuations at each
reporting period. These fluctuations may be due to a variety of factors,
including changes in our stock price and changes in stock price volatility over
the remaining term of the warrants and options.

The private placement option was terminated in December 2021, and we recognized
$2.6 million of gain from the change in fair value of the private placement
option liabilities during the year ended December 31, 2021. We did not record
any change in fair value of the private placement option liabilities during
2022. The decrease in other income for the year ended December 31, 2022, was
primarily due to a decrease in the gain recognized for the change in fair value
of our warrant liability compared to the prior year. In 2022, we recognized $2.0
million of gain, compared to a gain of $15.2 million recognized for 2021. The
primary reason of a larger amount of gain in 2021 was a significant decrease of
the fair value of our warrant liability of $12.6 million during the year as a
result of continued decrease in our stock price with a high volatility rate,
compared to the change in fair value during 2022.

Liquidity and Capital Resources

Sources of Liquidity

As of December 31, 2022, we had cash, and cash equivalents of $21.8 million, and net cash used in operations for the year was approximately $25.8 million.


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The accompanying financial statements have been prepared on a basis that assumes
that we will continue as a going concern, and do not include any adjustments
that may result from the outcome of this uncertainty. This basis of accounting
contemplates the recovery of our assets and the satisfaction of our liabilities
and commitments in the normal course of business and does not include any
adjustments to reflect the possible future effects of the recoverability and
classification of recorded asset amounts or amounts and classification of
liabilities that might be necessary should we be unable to continue as a going
concern. We have experienced net losses since our inception and as of December
31, 2022, we have an accumulated deficit of $575.4 million. We believe that
there is substantial doubt that our current capital resources, which consist of
cash and cash equivalents, are sufficient to fund operations through at least
the next twelve months from the date the accompanying financial statements are
issued.

In March 2023, we announced our decision to discontinue our ongoing Phase 1/2
clinical trials evaluating the safety and preliminary efficacy of our GoCAR-T
cell product candidates in combination with rimiducid in heavily pre-treated
cancer patients. The trials for BPX-601 and BPX-603 are being discontinued
following our assessment of the risk/benefit profile of BPX-601 in combination
with rimiducid. We are communicating with clinical trial sites and regulatory
agencies regarding its decision to discontinue its trials, and an evaluation of
our strategic alternatives is underway.

Based on our current status, we are evaluating strategic alternatives,
including, but not limited to, a merger, sale, or other business combination, a
strategic partnership with one or more parties, or the licensing, sale, or
divestiture of our programs. Despite undertaking this process, we may not be
successful in completing a transaction, and, even if a strategic transaction is
completed, it ultimately may not deliver the anticipated benefits. If we do not
successfully consummate a strategic alternative, our board of directors may
decide to pursue a dissolution and liquidation of the Company.

Cash Flows

Operating Activities



Net cash used in operating activities during the year ended December 31, 2022
was $25.8 million compared to $23.1 million for the year ended December 31,
2021. The primary operating activities during 2022 were (1) $25.0 million of net
losses, (2) a $2.0 million non-cash gain from change in fair market value of
warrant derivative liability, and (3) a $1.4 million net decrease from operating
assets and liabilities. These activities were partially offset by share-based
compensation charges of $2.6 million and other smaller non-cash items.

Investing Activities



Net cash used in investing activities during the year ended December 31, 2022
was less than $0.1 million compared to net cash provided by investing activities
of $0.9 million for the year ended December 31, 2021. The cash used in investing
activities for the year ended December 31, 2022 was primarily for the purchase
of computer equipment. The $0.9 million of net cash provided by investing
activities during 2021 was related to proceeds from the sale of property and
equipment.

Financing Activities

There was no cash used in or provided by financing activities during the year
ended December 31, 2022, compared to net cash provided by financing activities
of $32.9 million during the year ended December 31, 2021. The net cash provided
by financing activities for the year ended December 31, 2021 was generated from
the issuance of pre-funded warrants during the private placement that closed in
December 2021, net of offering expenses.

Off-Balance Sheet Arrangements




We do not have any off-balance sheet arrangements (as defined by applicable
regulations of the SEC) that are reasonably likely to have a current or future
material effect on our financial condition, results of operations, liquidity,
capital expenditures or capital resources. We do not have any relationships with
unconsolidated entities or financial partnerships, such as entities often
referred to as structured finance or special purpose entities, which would have
been established for the purpose of facilitating off-balance sheet arrangements
or for any other contractually narrow or limited purpose.

Critical Accounting Estimates



Our consolidated financial statements are prepared in accordance with U.S.
generally accepted accounting principles, or GAAP. The preparation of these
financial statements requires us to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues, costs and expenses and
related disclosures. We base our estimates on historical experience and on
various other assumptions that we believe to be reasonable under the
circumstances. In many instances, we could have reasonably used different
accounting estimates, and in other instances changes in the accounting estimates
are reasonably likely to occur from period to period. Accordingly, actual
results could differ significantly from management's estimates under different
assumptions or conditions. To the

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extent that there are material differences between these estimates and actual
results, our future financial statement presentation, financial condition,
results of operations and cash flows will be affected. While our significant
accounting policies are described in the notes to our financial statements, we
believe that the accounting policies discussed below are critical to
understanding our historical and future performance, as these policies related
to the more significant areas involving management's judgments and estimates.
Our management has discussed the development and selection of these critical
accounting estimates with the audit committee of our board of directors and the
audit committee has reviewed our disclosure relating to it in this MD&A.

Warrant Derivatives



Freestanding public warrants exercisable for multiple underlying instruments are
classified as liabilities. The Company accounts for these warrants in accordance
with ASC Topic 480, Distinguishing Liabilities From Equity ("ASC 480") and ASC
Topic 815, Accounting for Derivative Instruments and Hedging Activities ("ASC
815"). The Company estimates the fair value of these liabilities using the
Black-Scholes model. The option pricing model of our warrant derivative
liabilities are estimates and are sensitive to changes to certain inputs used in
the pricing model. See Note 1 - Organization, Basis of Presentation, and Summary
of Significant Accounting Policies for a discussion of how the Company accounts
for its warrant derivatives.

Freestanding pre-funded warrants and accompanying warrants exercisable for
multiple underlying instruments are classified as equity. The Company accounts
for these warrants in accordance with ASC Topic 480, Distinguishing Liabilities
From Equity ("ASC 480") and ASC Topic 815, Accounting for Derivative Instruments
and Hedging Activities ("ASC 815"). Upon the issuance of pre-funded warrants or
the exercise of its accompanying common warrants, the Company receives proceeds
from its investors which are recognized as equity. Furthermore, because
pre-funded warrants and accompanying warrants do not participate in dividends
with common stockholders, they are not considered a participating security in
its current form. The pre-funded warrants will be considered in the Company's
basic and diluted EPS calculations, and the common warrants would be included in
diluted EPS calculation (if the Company was in a net income position). See Note
1 - Organization, Basis of Presentation, and Summary of Significant Accounting
Policies for a discussion of how the Company accounts for its pre-funded
warrants.

Private Placement Option



The Company previously entered into a 2019 securities purchase agreement that
contained a call option on preferred shares that are puttable outside the
control of the Company. The Company accounted for the option in accordance with
ASC Topic 480, Distinguishing Liabilities From Equity ("ASC 480") and ASC Topic
815, Accounting for Derivative Instruments and Hedging Activities ("ASC 815").
The Company estimated the fair value of the liability using a binomial lattice
model, which is sensitive to changes to certain inputs. See Note 1 -
Organization, Basis of Presentation, and Summary of Significant Accounting
Policies for a discussion of how the Company accounted for its private placement
option derivative. The private placement option was terminated on December 4,
2021, in connection with the 2021 securities purchase agreement.

Research and Development



Research and development expenses consist of expenses incurred in performing
research and development activities, including compensation and benefits for
research and development employees and consultants, facilities expenses,
overhead expenses, cost of laboratory supplies, manufacturing expenses, fees
paid to third parties and other outside expenses. We accrue for costs incurred
as the services are being provided by monitoring the status of the clinical
trial or project and the invoices received from our external service providers.
We adjust our accrual as actual costs become known. See Note 1 - Organization,
Basis of Presentation, and Summary of Significant Accounting Policies for a
discussion of how the Company accounts for research and development expenses.

Share-Based Compensation



The Company's share-based awards include stock option grants and restricted
stock awards. The estimated fair value for stock options, which determines the
Company's calculation of compensation expense, is based on the Black-Scholes
pricing model, which requires a number of estimates, including the expected
lives of awards, interest rates, stock volatility and other assumptions.
Additionally, we apply a forfeiture rate to estimate the number of grants that
will ultimately vest, as applicable, and adjust the expense as these awards
vest. See Note 1 - Organization, Basis of Presentation, and Summary of
Significant Accounting Policies for a discussion of how the Company accounts for
share-based compensation.

Recently Issued Accounting Pronouncements

See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for discussion regarding recent accounting pronouncements.


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