You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and notes for the year ended December 31, 2022, included in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on March 28, 2023.

This discussion and other parts of this report contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section of this report entitled "Risk Factors." Except as may be required by law, we assume no obligation to update these forward-looking statements or the reasons that results could differ from these forward-looking statements.

Overview

We are a clinical stage biopharmaceutical company. Our strategy is to focus our efforts on the development of immune modulator product candidates with the potential to treat solid cancers, T cell lymphomas, autoimmune, allergic and infectious diseases. We have three product candidates which are in clinical development for treatment of various solid tumors.

Our lead product candidate is CPI-818, is an investigational selective, orally bioavailable, covalent inhibitor of ITK. ITK, an enzyme that functions in T cell signaling and differentiation, is expressed predominantly in T cells, which are lymphocytes that play a vital role in immune responses. T cell lymphomas are malignancies of T cells that proliferate and spread throughout the body. These lymphomas often have tonic signaling through the T cell receptor pathway, which involves ITK. Inhibition of ITK could result in blockade of this signaling pathway and control the growth of the malignancy. In addition, one of the key survival mechanisms of both lymphomas and solid tumors is believed to be the reprogramming of normal T cells to create an inflammatory environment that inhibits anti-tumor immune response and favors tumor growth. We believe highly selective inhibitors of this enzyme will facilitate induction of normal T cell anti-tumor immunity and may be useful in the treatment of solid tumors as well as lymphomas. We believe that CPI-818 can lead to reprograming of normal immune responses that could be beneficial for the treatment of certain autoimmune and allergic diseases. Selective inhibition of ITK can induce the differentiation of naïve T cells into Th1 cells, a process known as Th1 skewing. Th1 cells lead to the generation of killer T cells that can eliminate tumor cells or viral infected cells. Selective ITK inhibition also results in the blockade of Th2 cells. Overactive Th2 cells play a role in autoimmune and allergic diseases.

CPI-818 is currently being studied in a Phase 1/1b clinical trial that was designed to select the recommended Phase 2 dose of CPI-818 and evaluate its safety, pharmacokinetics ("PK"), target occupancy, immunologic effects, biomarkers and efficacy. The study employs an adaptive, expansion cohort design, with an initial phase that evaluated escalating doses (100, 200, 400, 600 mg taken twice a day) in successive cohorts of patients, followed by a second phase that is designed to evaluate safety and tumor response to the recommended dose of CPI-818 in disease-specific patient cohorts. By protocol design, treatment is discontinued after one year or upon disease progression. The study has enrolled patients from the United States, Australia, China and South Korea with several types of advanced, refractory T cell lymphomas. During the dose escalation phase of the study, and with longer follow up, it became clear that the patients receiving the 200mg twice per day dose were demonstrating higher response rates as well as longer disease control. This dose was determined to be the optimal dose and was consistent with dose-response effects seen in in vitro experiments described above.

In December 2022 at the American Society of Hematology Annual Meeting ("ASH"), we presented preliminary Phase 1/1b clinical data with CPI-818 in refractory T cell lymphomas. The data presented were as of a September 2, 2022 data cut-off:



                                       22

Table of Contents

T Cell Lymphoma Interim Data Highlights

13 patients were enrolled in the 200 mg cohort and 11 were evaluable for

response. Overall objective responses were seen in 4 of 11 patients. Enrolled

patients were heavily pretreated receiving a median of 3 prior therapies. In

this group, there was one complete response ("CR") lasting 25 months in a

? patient with peripheral T cell lymphoma ("PTCL"); one nodal CR lasting 19

months in a patient with cutaneous T cell lymphoma; and two partial responses

("PR") ongoing at six and eight months follow up, respectively, in patients

with PTCL and anaplastic large cell lymphoma. An additional patient in the 600

mg cohort also had a PR.

? No dose limiting toxicities were observed, and a maximum tolerated dose was not

reached at doses as high as 600 mg twice per day.

Immunologic Interim Data Highlights

? The 200 mg dose induced Th1 skewing and both Th2 and Th17 blockade based on

peripheral blood samples from several patients:

In one patient that had a substantial reduction of a large tumor on the

abdominal wall, a blood sample analysis demonstrated an increase in blood Th1,

a decrease in blood Th17, and a reduction of eosinophil count and IL-5

o consistent with Th1 skewing and Th2 blockade. Tumor samples in this patient

were also analyzed and showed an increase in terminally differentiated T

effector memory cells ("TEMRA" cells), which are T cells that have responded to

an antigen and are able to mediate effector functions, such as the destruction

of tumor cells.

In four patients (two with PRs, one with stable disease ("SD") and one with

progressive disease ("PD"), the change in Th1 and CD8+ TEMRA cells was serially

o measured over time. The PR and SD patients showed an increase in both Th1 and

CD8+ TEMRA cells. Of note, SD and PD patients were lymphopenic at baseline with

absolute lymphocyte counts less than 1,000, suggesting the need for a minimal

level of immune competence.

In vitro data demonstrated that CPI-818 induced Th1 skewing and Th2 blockade in

a dose-dependent manner that supported the selection of the 200 mg dose. This

? includes an analysis of peripheral blood samples from 12 healthy volunteers

that were stimulated in the presence of various concentrations of CPI-818 and

other studies that showed that CPI-818 inhibited Th2 cytokine production from

normal CD4+ and malignant Sezary cells.

? Other in vitro studies showed that CPI-818 inhibited the production of

interleukin 4, 5 and 13 cytokines produced by Th2 cells.

In vivo preclinical studies in mice with transplanted T cell lymphoma showed

? that CPI-818 led to an increase in infiltration of normal CD8+ T cells in the

tumor and inhibition of tumor growth.

The findings of the human and preclinical studies suggest that CPI-818 has the

? potential to enhance anti-tumor immunity representing a potentially novel

approach to immunotherapy.

As of February 23, 2023, we enrolled a total of 53 patients with several types of advanced, refractory T cell lymphomas in our Phase 1/1b clinical trial. Enrollment in the 200 mg cohort has continued with 20 patients enrolled, including 13 evaluable for tumor response. There have been 1 complete response (CR) of 24 months duration, 1 equivocal CR awaiting confirmatory PET scan of 13+ months duration (a previous PR), 1 nodal CR of 21 months duration and 1 PR of 7 months duration. Ten patients continue on therapy, including seven that have not yet been evaluated for tumor response.

Treating patients in the 200 mg cohort has identified a biomarker associated with response to CPI-818. CPI-818 induces a host anti-tumor cell mediated immune response that requires normal functioning T cells. Data from the 200 mg cohort in the Phase 1/1b clinical trial indicates that a minimum absolute lymphocyte count (ALC) above 900 cells per cubic milliliter of blood is required for tumor response and disease control. Four of eight patients with ALC above 900



                                       23

Table of Contents

have objective responses (those four patients are described above), all eight have disease control (stable disease, PR, CR) and the median progression free survival (PFS) is 28.1 months. No objective responses were seen in five patients (0 of 5) with ALC below 900 and the PFS is 2.1 months. The ALC biomarker is routinely measured, is consistent with CPI-818's presumed mechanism of action and is present in about 70% of patients based on the Company's experience to-date. In addition, as presented at the 10th Whistler Global Summit on Hematologic Malignancies, which took place March 29 to April 2, 2023 in Whistler British Columbia, Canada, data from our Phase 1/1b clinical trial also showed that this biomarker did not select for more favorable patients based on response to their last treatment regimen prior to receiving CPI-818. This biomarker has been incorporated as an eligibility criterion in the ongoing Phase 1/1b clinical trial.

As of May 1, 2023, a total of 28 patients were enrolled in the trial at the optimum 200 mg BID dose, including 19 evaluable for tumor response. There have been two CRs, one nodal CR and three PRs. Two of the patients with PRs remain on therapy. A total of nine patients remain on therapy, including five who have not had their initial tumor response evaluation. For patients with ALC above 900 per cubic milliliter of blood, objective responses (CR plus PR) were seen in six of 13 patients with disease control (CR, PR and stable disease) in 11 of 13 patients. No objective responses were seen in six patients (0 for 6) with ALC below 900. The median progression free survival is 19.9 months versus 2.1 months for patients with ALC above 900 and ALC below 900, respectively. Eligible patients for the clinical trial are now required to have ALC above 900.

Based on the current enrollment rate of our Phase 1/1b clinical trial, we believe that the number of patients treated in the clinical trial would provide adequate safety and preliminary efficacy data to inform the design of a registration clinical trial. We expect such a trial to enroll patients with relapsed T cell lymphomas whose prognosis is poor with currently available therapies. Although there are single agents approved for this disease, the current National Cooperative Cancer Network guidelines recommend that patients be enrolled in experimental therapies indicating a serious unmet need for improved therapies to treat T cell lymphomas. We recently received a communication from the U.S. Food and Drug Administration (FDA) regarding our clinical development plans for CPI-818. As recommended by the FDA, we plan to request a meeting with the FDA to discuss the design of a registration Phase 3 clinical trial. We anticipate that this meeting will take place in the third quarter of this year.

Our second product candidate, ciforadenant, is an oral, small molecule antagonist of the A2A receptor for adenosine designed to disable a tumor's ability to subvert attack by the immune system by blocking the binding of immunosuppressive adenosine in the tumor microenvironment to the A2A receptor. We are collaborating with the Kidney Cancer Research Consortium to evaluate ciforadenant in an open label Phase 1b/2 clinical trial as a first line therapy for metastatic RCC in combination with ipilimumab (anti-CTLA-4) and nivolumab (anti-PD-1)

Our third product candidate is mupadolimab, a humanized monoclonal antibody that is designed to react with a specific site on CD73. In both preclinical and in vivo studies, mupadolimab has demonstrated binding to various immune cells and the enhancement of immune responses by activating B cells. While we believe mupadolimab has the potential to be an important new therapeutic agent with a novel mechanism of action for the treatment of a broad range of cancers and infectious diseases, we are waiting to initiate a potential Phase 2 randomized clinical trial in order to prioritize the development of our other two lead product candidates. Angel Pharmaceuticals is continuing the development of mupadolimab in China and is enrolling patients in a Phase 1 trial with mupadolimab alone and together with pembrolizumab in patients with advanced NSCLC and head and neck cancer.

Our molecularly targeted product candidates are designed to exhibit a high degree of specificity, which we believe have the potential to provide greater safety compared to other cancer therapies and may facilitate their development either as monotherapies or in combination with other cancer therapies such as immune checkpoint inhibitors or chemotherapy.

We believe the breadth and status of our pipeline demonstrates our management team's expertise in understanding and developing immunology focused assets as well as in identifying product candidates that can be in-licensed and further developed internally to treat many types of cancer. We hold worldwide rights to all of our product candidates (other than in greater China).



                                       24

Table of Contents

Our diverse and versatile product candidates have also enabled us to address markets in foreign markets. In October 2020, we announced the formation and launch of Angel Pharmaceuticals Co., Ltd. ("Angel Pharmaceuticals"), a China based biopharmaceutical company with a mission to bring innovative quality medicines to Chinese patients for treatment of serious diseases including cancer, autoimmune diseases and infectious diseases. We formed Angel Pharmaceuticals as a wholly owned subsidiary and it launched with a post-money valuation of approximately $106.0 million, based on an approximate $41.0 million cash investment from a Chinese investor group that includes funds associated with Tigermed and Betta Pharmaceuticals, Hisun Pharmaceuticals and Zhejiang Puissance Capital. Such cash is not available for our use. Contemporaneously with the financing, Angel Pharmaceuticals licensed the rights to develop and commercialize our three clinical-stage candidates - CPI-818, ciforadenant and mupadolimab - in greater China and obtained global rights to our BTK inhibitor preclinical programs. Under the collaboration, we currently have a 49.7% equity interest in Angel Pharmaceuticals, excluding 7% of Angel's equity reserved for issuance under the Employee Stock Ownership Plan ("ESOP"), and are entitled to designate three individuals on Angel's five-person board of directors.

To date, the majority of our efforts have been focused on the research, development and advancement of CPI-818, ciforadenant, and mupadolimab, and we have not generated any revenue from product sales and, as a result, we have incurred significant losses. We expect to continue to incur significant research and development and general and administrative expenses related to our operations. We expect to continue to incur significant research and development and general and administrative expenses related to our operations. Our net loss for the three months ended March 31, 2023 and 2022 was $7.9 million and $8.3 million, respectively. As of March 31, 2023, we had an accumulated deficit of $315.6 million. We expect to continue to incur losses for the foreseeable future, and we anticipate these losses will increase as we continue our development of, seek regulatory approval for and begin to commercialize CPI-818, ciforadenant and mupadolimab, and as we develop other product candidates. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods.

Since our inception and through March 31, 2023, we have funded our operations primarily through the sale and issuance of stock, including through our initial public offering ("IPO") in March 2016, in which we raised net proceeds of approximately $70.6 million, a follow-on offering of our common stock in March 2018, in which we raised net proceeds of approximately $64.9 million and a follow on offering in February 2021, in which we raised net proceeds of approximately $32.0 million, in each case net of underwriting discounts and commissions and offering expenses. Immediately prior to the consummation of the IPO, all of our outstanding shares of redeemable convertible preferred stock were converted into 14.3 million shares of our common stock.

In March 2020, we entered into an open market sale agreement (the "2020 Sales Agreement") with Jefferies LLC ("Jefferies") to sell shares of our common stock, from time-to-time, with aggregate gross sales proceeds of up to $50,000,000, through an at-the-market equity offering program under which Jefferies will act as our sales agent. In November 2021, we entered into another Sale Agreement ("2021 Sales Agreement") with Jefferies to sell shares of our common stock from time-to-time, with aggregate gross sales proceeds of up to $40,000,000.

On March 28, 2023, we terminated both the 2020 Sales Agreement and the 2021 Sales Agreement and concurrently entered into a new open market sale agreement (the "2023 Sales Agreement") with Jefferies to sell shares of our common stock, from time-to-time, with aggregate gross sales proceeds of up to $90,000,000, through an at-the-market equity offering program under which Jefferies will act as our sales agent. The issuance and sale of shares of common stock pursuant to the 2023 Sales Agreement are deemed an "at-the-market" offering under the Securities Act of 1933, as amended. Jefferies is entitled to compensation for its services equal to 3.0% of the gross proceeds of any shares of common stock sold through Jefferies under the 2023 Sales Agreement.

During the three months ended March 31, 2023, we did not sell any shares of common stock under our at-the-market offering program. As of March 31, 2023, we had sold 6,920,339 shares of common stock for gross proceeds of $31.1 million under the 2020 Sales Agreement.

As of March 28, 2023, at the time of the filing of our Annual Report on Form 10-K for the year ended December 31, 2022, and during the sixty-day period preceding this date, our calculated public float was below $75.0 million. As a result, we have been and are subject to baby shelf rules for any offerings conducted on our shelf



                                       25

  Table of Contents

registration statement, including any sales under our ATM with Jefferies LLC ("Jefferies"). Such rules limit the amount we can raise until such time that our public float is above $75.0 million.

As of March 31, 2023, we had capital resources consisting of cash, cash equivalents and marketable securities of approximately $34.5 million. While we believe that our current cash, cash equivalents and short-term marketable securities will be sufficient to fund our planned operations for at least 12 months from the date of the issuance of these financial statements, we do not expect our existing capital resources to be sufficient to enable us to fund the completion of all of our ongoing or planned clinical trials and remaining development program of any of CPI-818, ciforadenant or mupadolimab through commercialization. In addition, our operating plan may change as a result of many factors, including those described in the section of this report entitled "Risk Factors" and others currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity, debt financings or other sources, such as strategic collaborations. Such financing would result in dilution to stockholders, imposition of debt covenants and repayment obligations or other restrictions that may affect our business. If we raise additional capital through strategic collaboration agreements, we may have to relinquish valuable rights to our product candidates, including possible future revenue streams. In addition, additional funding may not be available to us on acceptable terms or at all and any additional fundraising efforts may divert our management from its day-to-day activities, which may adversely affect our ability to develop and commercialize our product candidates. Furthermore, even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital due to favorable market conditions or strategic considerations.

We currently have no manufacturing capabilities and do not intend to establish any such capabilities. We have no commercial manufacturing facilities for our product candidates. As such, we are dependent on third parties to supply our product candidates according to our specifications, in sufficient quantities, on time, in compliance with appropriate regulatory standards and at competitive prices.

Impact of COVID-19

COVID-19 has placed strains on the providers of healthcare services, including the healthcare institutions where we conduct our clinical trials. These strains have resulted in institutions prohibiting the initiation of new clinical trials, enrollment in existing clinical trials and restricting the on-site monitoring of clinical trials. We also follow FDA guidance on clinical trial conduct during the COVID-19 pandemic, including the remote monitoring of clinical data.

In alignment with public health guidance designed to slow the spread of COVID-19, as of mid-March 2020, we implemented a reduced onsite staffing model and transitioned to a remote work plan for all employees other than those providing essential services, such as our laboratory staff. In July 2021, we started transitioning back to office work for employees not providing essential services. For our onsite employees, we have implemented heightened health and safety measures designed to comply with applicable federal, state and local guidelines in response to the COVID-19 pandemic. We are further supporting all of our employees by leveraging virtual meeting technology and encouraging employees to follow local health authority guidance. We may need to undertake additional actions that could impact our operations if required by applicable laws or regulations or if we determine such actions to be in the best interests of our employees.

Significant Accounting Policies

Our significant accounting policies are described in Note 2 to our consolidated financial statements for the year ended December 31, 2022 included in our Annual Report on Form 10-K. There have been no material changes to our significant accounting policies during the three months ended March 31, 2023.



                                       26

Table of Contents

Components of Results of Operations

Revenue

To date, we have not generated any revenues. We do not expect to receive any revenues from any product candidates that we develop unless and until we obtain regulatory approval and commercialize our products or enter into revenue-generating collaboration agreements with third parties.

Research and Development Expenses

Our research and development expenses consist primarily of costs incurred to conduct research and development of our product candidates. We record research and development expenses as incurred. Research and development expenses include:

? employee-related expenses, including salaries, benefits, travel and non-cash

stock-based compensation expense;

external research and development expenses incurred under arrangements with

? third parties, such as contract research organizations, preclinical testing

organizations, contract manufacturing organizations, academic and non-profit

institutions and consultants;

? costs to acquire technologies to be used in research and development that have

not reached technological feasibility and have no alternative future use;

? license fees; and

? other expenses, which include direct and allocated expenses for laboratory,

facilities and other costs.

We plan to increase our research and development expenses substantially as we continue the development and potential commercialization of our product candidates. Our current planned research and development activities include the following:

? enrollment and completion of our ongoing Phase 1/1b clinical trial of CPI-818;

? a potential registration clinical trial for CPI-818;

? enrollment and completion of our Phase 1b/2 clinical trial with ciforadenant in

collaboration with the Kidney Cancer Research Consortium;

? process development and manufacturing of drug supply of CPI-818 and

ciforadenant; and

? preclinical studies under our other programs in order to select development

product candidates.

In addition to our product candidates that are in clinical development, we believe it is important to continue substantial investment in potential new product candidates to build the value of our product candidate pipeline and our business.

Our expenditures on current and future preclinical and clinical development programs are subject to numerous uncertainties related to timing and cost to completion. The duration, costs and timing of clinical trials and development of product candidates will depend on a variety of factors, including many of which are beyond our control. The process of conducting the necessary clinical research to obtain regulatory approval is costly and time consuming, and the successful development of our product candidates is uncertain. The risks and uncertainties associated with our research and development projects are discussed more fully in "Part II, Item 1A-Risk Factors." As a result of these risks and



                                       27

  Table of Contents

uncertainties, we are unable to determine with any degree of certainty the duration and completion costs of our research and development projects or if, when or to what extent we will generate revenues from the commercialization and sale of any of our product candidates that obtain regulatory approval. We may never succeed in achieving regulatory approval for any of our product candidates.

General and Administrative Expenses

General and administrative expenses include personnel costs, expenses for outside professional services and allocated expenses. Personnel costs consist of salaries, benefits and stock-based compensation. Outside professional services consist of legal, accounting and audit services and other consulting fees. Allocated expenses consist of rent expense related to our office and research and development facility.

We expect that our general and administrative expenses will increase in the future as we increase our headcount to support our continued research and development and potential commercialization of one or more of our product candidates.

Results of Operations

Comparison of the periods below as indicated (in thousands):



                                               Three Months Ended
                                                   March 31,
                                                2023        2022       Change
Operating expenses:
Research and development                     $    4,594   $   5,100    $ (506)
General and administrative                        1,980       2,313      (333)
Total operating expenses                          6,574       7,413      (839)
Loss from operations                            (6,574)     (7,413)        839
Interest income and other expense, net              376          11        365
Sublease income - related party                      56         146       (90)
Loss from equity method investment              (1,731)     (1,041)      (690)
Net loss                                     $  (7,873)   $ (8,297)    $   424

Research and Development Expenses



Research and development expenses for the three months ended March 31, 2023 and
2022 consisted of the following costs by program as well as unallocated employee
costs and overhead costs (specific program costs consist solely of external
costs) (in thousands):

                                             Three Months Ended
                                                 March 31,
                                              2023         2022       Change
CPI-818                                    $    1,647     $   384    $   1,263
Ciforadenant                                      218         529        (311)
Mupadolimab                                       119       1,749      (1,630)

Unallocated employee and overhead costs 2,610 2,438 172

$    4,594     $ 5,100    $   (506)

For the three months ended March 31, 2023, the increase in CPI-818 costs of $1.3 million as compared to the three months ended March 31, 2022, primarily consisted of an increase of $0.7 million in drug manufacturing costs, an increase of $0.4 million in clinical trial expenses and an increase of $0.2 million in other outside service costs.



                                       28

Table of Contents

For the three months ended March 31, 2023, the decrease in ciforadenant costs of $0.3 million as compared to the three months ended March 31, 2022, primarily consisted of a decrease of $0.1 million in drug manufacturing costs, a decrease of $0.1 million in clinical trial expenses and a decrease of $0.1 million in other outside service costs.

For the three months ended March 31, 2023, the decrease in mupadolimab costs of $1.6 million as compared to the three months ended March 31, 2022, primarily consisted of a decrease of $0.8 million in clinical trial expenses, a decrease of $0.7 million in drug manufacturing costs and a decrease of $0.1 million in other outside service costs.

For the three months ended March 31, 2023, the increase in unallocated costs of $0.2 million as compared to the three months ended March 31, 2022, primarily consisted of an increase in other outside service costs.

General and Administrative Expense

For the three months ended March 31, 2023, the increase in general and administrative expenses of $0.3 million as compared to the three months ended March 31, 2022, primarily consisted of an increase in personnel and related costs.

Interest Income and Other Expense, net

For the three months ended March 31, 2023, the increase in interest income and other expense, net of $0.4 million as compared to the three months ended March 31, 2022, primarily consisted of an increase in interest income earned due to an increase in interest rates.

Sublease Income - Related Party

For the three months ended March 31, 2023, the decrease in sublease income of $0.1 million was due to the expiration of the building sublease agreement with Angel Pharmaceuticals in January 2023.

Loss from equity method investment

For the three months ended March 31, 2023, the increase in loss from equity method investment of $0.7 million as compared to the three months ended March 31, 2022, primarily consisted of an increase in our share of Angel Pharmaceutical's loss for the three months ended March 31, 2023.

Liquidity and Capital Resources

As of March 31, 2023, we had cash, cash equivalents and marketable securities of $34.5 million, and an accumulated deficit of $315.6 million, compared to cash and cash equivalents and marketable securities of $42.3 million and an accumulated deficit of $307.7 million as of December 31, 2022. We have financed our operations primarily through the sale of common stock and the private placements of redeemable convertible preferred stock.

Since our inception and through March 31, 2023, we have funded our operations primarily through the sale and issuance of stock, including through our IPO in March 2016, in which we raised net proceeds of approximately $70.6 million, a follow-on offering of our common stock in March 2018, in which we raised net proceeds of approximately $64.9 million and a follow on offering in February 2021, in which we raised net proceeds of approximately $32.0 million, in each case net of underwriting discounts and commissions and offering expenses.

In March 2020, we entered into an open market sale agreement (the "2020 Sales Agreement") with Jefferies LLC ("Jefferies") to sell shares of our common stock, from time-to-time, with aggregate gross sales proceeds of up to $50,000,000, through an at-the-market equity offering program under which Jefferies will act as our sales agent. In November 2021, we entered into another Sale Agreement ("2021 Sales Agreement") with Jefferies to sell shares of our common stock from time-to-time, with aggregate gross sales proceeds of up to $40,000,000.



                                       29

Table of Contents

On March 28, 2023, we terminated both the 2020 Sales Agreement and the 2021 Sales Agreement and concurrently entered into a new open market sale agreement (the "2023 Sales Agreement") with Jefferies to sell shares of our common stock, from time-to-time, with aggregate gross sales proceeds of up to $90,000,000, through an at-the-market equity offering program under which Jefferies will act as our sales agent. The issuance and sale of shares of common stock pursuant to the 2023 Sales Agreement are deemed an "at-the-market" offering under the Securities Act of 1933, as amended. Jefferies is entitled to compensation for its services equal to 3.0% of the gross proceeds of any shares of common stock sold through Jefferies under the 2023 Sales Agreement.

During the three months ended March 31, 2023, we did not sell any shares of common stock under our at-the-market offering program. As of March 31, 2023, we had sold 6,920,339 shares of common stock for gross proceeds of $31.1 million under the 2020 Sales Agreement.

As of March 28, 2023, at the time of the filing of our Annual Report on Form 10-K for the year ended December 31, 2022, and during the sixty-day period preceding this date, our calculated public float was below $75.0 million. As a result, we have been and are subject to baby shelf rules for any offerings conducted on our shelf registration statement, including any sales under our ATM with Jefferies LLC ("Jefferies"). Such rules limit the amount we can raise until such time that our public float is above $75.0 million.

We believe our current cash, cash equivalents and marketable securities will be sufficient to fund our planned expenditures and meet our obligations through at least the next twelve months from the issuance of our financial statements as of and for the three months ended March 31, 2023. The amounts and timing of our actual expenditures depend on numerous factors, including:

? the progress, timing, costs and results of clinical trials for CPI-818,

ciforadenant and mupadolimab;

? the timing, progress, costs and results of preclinical and clinical development

activities for our other product candidates;

? the number and scope of preclinical and clinical programs we decide to pursue;

? the costs involved in prosecuting, maintaining and enforcing patent and other

intellectual property rights;

? the cost and timing of regulatory approvals;

our efforts to enhance operational systems and hire additional personnel,

? including personnel to support development of our product candidates and

satisfy our obligations as a public company;

? the extent to which the COVID-19 pandemic may impact our business, including

our clinical trials and financial condition; and

? other factors described in the section of this report entitled "Risk Factors."

We expect to increase our spending in connection with the development and commercialization of our product candidates. Until such time, if ever, as we can generate substantial revenue from product sales, we expect to fund our operations and capital funding needs through equity and/or debt financings. We may also enter into additional collaboration arrangements or selectively partner for clinical development and commercialization. The sale of additional equity would result in dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the governing documents would likely include operating and financing covenants that would restrict our operations. In addition, sufficient additional funding may not be available on acceptable terms, or at all. If we are not able to secure adequate additional funding, we may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible and/or suspend or curtail planned programs. Any of these actions could have a material effect on our business, financial condition and results of operations.



                                       30

Table of Contents

© Edgar Online, source Glimpses