The following Management's Discussion and Analysis of Financial Condition and
Results of Operations is based upon accounting principles generally accepted in
the United States of America and discusses the financial condition and results
of operations for DiaMedica Therapeutics Inc. and its subsidiaries for the three
and nine months ended September 30, 2022 and 2021.



This discussion should be read in conjunction with our condensed consolidated
financial statements and related notes included elsewhere in this report and our
Annual Report on Form 10-K for the year ended December 31, 2021. The following
discussion contains forward-looking statements that involve numerous risks and
uncertainties. Our actual results could differ materially from the
forward-looking statements as a result of these risks and uncertainties. See
"Cautionary Note Regarding Forward-Looking Statements" for additional cautionary
information.



Business Overview



We are a clinical stage biopharmaceutical company committed to improving the
lives of people suffering from serious diseases. DiaMedica's lead candidate,
DM199, is the first pharmaceutically active recombinant (synthetic) form of the
human tissue kallikrein-1 (KLK1) protein to be studied in patients. KLK1 is an
established therapeutic modality for the treatment of acute ischemic stroke
(AIS) and chronic kidney disease (CKD). Our long-term goal is to use our
patented and in-licensed technologies to establish our Company as a leader in
the development of therapeutic treatments from novel recombinant proteins. Our
current focus is on the treatment of AIS and CKD. We plan to advance DM199
through required clinical trials to create shareholder value by establishing its
clinical and commercial potential as a therapy for AIS and CKD.



KLK1 is a serine protease (protein), produced primarily in the kidneys, pancreas
and salivary glands, which plays a critical role in the regulation of local
blood flow and vasodilation (the widening of blood vessels which decreases
vascular resistance) in the body, as well as an important role in reducing
inflammation and oxidative stress (an imbalance between potentially damaging
reactive oxygen species, or free radicals and antioxidants in your body). We
believe DM199 has the potential to treat a variety of diseases where healthy
functioning requires sufficient activity of KLK1 and its system, the
kallikrein-kinin system.



Our product development pipeline is as follows:

[[Image Removed: insert.jpg]]

Neuro: AIS Phase 2/3 ReMEDy2 Study of DM199





Our ReMEDy2 trial is an adaptive design, randomized, double-blind,
placebo-controlled trial intended to enroll approximately 350 patients at 75
sites in the United States. Patients enrolled in the trial will be treated with
either DM199 or placebo within 24 hours of the onset of AIS symptoms. The trial
excludes patients treated with tissue plasminogen activator (tPA) and those with
large vessel occlusions. The study population is representative of the
approximately 80% of AIS patients who do not have treatment options today,
primarily due to the limitations on treatment with tPA or mechanical
thrombectomy. DiaMedica believes that the proposed trial has the potential to
serve as a pivotal registration study of DM199 in this patient population.



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On July 6, 2022, we announced that the FDA placed a clinical hold on the
Company's Phase 2/3 ReMEDy2 trial. The clinical hold was issued following the
Company voluntarily pausing patient enrollment in the trial to investigate three
unexpected instances of clinically significant hypotension (low blood pressure)
occurring shortly after initiation of the intravenous (IV) dose of DM199. The
acutely low blood pressure levels in the three patients recovered back to their
baseline blood pressure within minutes after the IV infusion was stopped, and
the patients suffered no injuries. In response to the FDA's clinical hold
letter, on September 16, 2022, we submitted to the FDA supporting in-vitro data
that the etiology (cause) of the hypotensive events is likely related to
switching the type of IV bag used in the prior ReMEDy 1 trial, where no
hypotensive episodes were reported, versus the current ReMEDy 2 trial. We
observed significant differences in DM199 binding between the two types of IV
bags used in the studies that we believe altered, and unintentionally elevated,
the total amount of DM199 being administered to patients in the ReMEDY2 trial
triggering the hypotensive events. In addition to our analysis of the events
leading to and causing the hypotensive events, we also included in this FDA
submission, proposed protocol modifications to address the mitigation of these
events, including a reduction in the DM199 dose level for the initial IV dose to
effectively match the well tolerated IV dose administered in the ReMEDy1 trial.
Following review of this data, the FDA responded to our submission, indicating
that the FDA was continuing the clinical hold and requesting, among other items,
an additional in-use in vitro stability study of the IV administration of DM199,
which includes the IV tubing and mechanical infusion pump, to further rule out
any other cause of the hypotension events. There can be no assurance that our
belief as to the cause of the hypotension events or our response to prevent
future events is correct, or that we will be able to fully respond to the FDA's
latest questions sufficiently for the FDA to lift the clinical hold on a timely
basis or at all. It is also possible that the FDA may subsequently make
additional requests that we would need to fulfill prior to the lifting of the
clinical hold, such as requiring us to complete additional clinical testing or
imposing stricter approval conditions than we recently proposed for our DM199
product candidate. We may not enroll any additional patients in the ReMEDy2
trial until we provide the FDA with the requested data and the FDA notifies us
that the FDA has lifted the clinical hold and we may resume enrollment in the
clinical trial.



Prior to voluntarily halting enrollment, we had experienced slower than expected
site activations and enrollment in our ReMEDy2 trial and may continue to
experience these conditions if and when we are able to resume enrollment. We
believe this was due to a number of factors, including the reduction or
suspension of research activities at our current and targeted clinical study
sites, as well as staffing shortages, due to COVID-19 and concerns managing
logistics and protocol compliance for patients discharged from the hospital to
an intermediate care facility. While we have taken and intend to continue to
take certain actions to assist study sites in overcoming these issues, if and
when we resume enrollment in the ReMEDy2 trial, no assurances can be provided as
to if and when these issues will resolve.



Renal: CKD Phase 2 REDUX Clinical Trial of DM199





As of December 31, 2021, we completed patient enrollment in our REDUX clinical
trial for the treatment of CKD with a total of 79 patients enrolled and
initiating treatment, including 21 African American patients into Cohort 1, 25
patients with IgAN into Cohort 2 and 33 patients with Type 2 diabetes in Cohort
3. As of March 31, 2022, all patients had completed their treatment periods. We
are currently working towards finalizing the data and related analyses and
evaluating next steps for our CKD program.



Other: DM300


We have identified a potential novel new treatment for inflammatory diseases, named DM300, which is currently in the preclinical stage of development.





Financial Overview



Since our inception, we have not generated any revenues from product sales. We
have financed our operations from public and private sales of equity, the
exercise of warrants and stock options, interest income on funds available for
investment and government grants. We have incurred losses in each year since our
inception. Our net losses were $9.9 million and $10.3 million for the nine
months ended September, 2022 and 2021, respectively. As of September 30, 2022,
we had an accumulated deficit of $92.4 million. Substantially all of our
operating losses resulted from expenses incurred in connection with the
development of our DM199 product candidate, our primary research and development
(R&D) activities and general and administrative (G&A) support costs associated
with our operations.



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We expect to continue to incur significant expenses and increased operating
losses for at least the next several years as we advance our clinical programs.
In the near term, we anticipate that our expenses will increase as compared to
prior periods as we resume enrollment in our pivotal Phase 2/3 ReMEDy2 trial, if
and when the clinical hold is lifted, and continue site activations.



While we expect our rate of future negative cash flow per month will vary due to
the timing of site activations and patient enrollment expenses, we expect our
current cash resources will be sufficient to allow us to continue to work with
the FDA to lift the clinical hold and continue our Phase 2/3 ReMEDy2 trial in
patients with AIS, complete patient follow-up in our REDUX Phase 2 trial in
patients with CKD and otherwise fund our planned operations for at least the
next twelve months from the date of issuance of the condensed consolidated
financial statements included in this report. However, the amount and timing of
future funding requirements will depend on many factors, including the timing
and results of our ongoing development efforts, site activations and enrollment
in our clinical study, the potential expansion of our current development
programs, potential new development programs, related G&A support and the
effects of the COVID-19 pandemic. We may require significant additional funds
earlier than we currently expect and there is no assurance that we will not need
or seek additional funding prior to such time, especially if market conditions
for raising additional capital are favorable.



Overview of Expense Components

Research and Development Expenses





R&D expenses consist primarily of fees paid to external service providers such
as contract research organizations; contractual obligations for clinical
development including clinical sites; outside nursing services and laboratory
testing and preclinical trials; development of manufacturing processes; costs
for production runs of DM199; salaries, benefits and share-based compensation;
and other personnel costs.



At this time, due to the risks inherent in the clinical development process and
the clinical stage of our product development programs, including our ability to
continue working with the FDA to address the FDA-imposed clinical hold on our
ReMEDy2 trial, we are unable to estimate the total costs we will incur in the
continued development of DM199 or any of our preclinical development programs.
Prior to voluntarily halting enrollment in the ReMEDy2 trial, we had experienced
slower than expected site activations and enrollment. We believe this was due to
a number of factors, including the reduction or suspension of research
activities at our current and targeted clinical study sites due to COVID-19, as
well as staffing shortages and concerns managing logistics and protocol
compliance for patients discharged from the hospital to an intermediate care
facility. While we are encouraged that COVID-19 related hospitalizations are
down compared to prior periods and while we are taking certain actions to assist
study sites in overcoming these issues when enrollment resumes, no assurances
can be provided as to if and when these issues will resolve.



We expect that our R&D expenses will increase in the future if we are successful
in advancing DM199, or any of our preclinical programs, through the required
stages of clinical development. The process of conducting clinical trials
necessary to obtain regulatory approval and manufacturing scale-up to support
expanded development and potential future commercialization is costly and time
consuming. Any failure by us or delay in completing clinical trials, including
as a result of the clinical hold remaining in place on our Phase 2/3 ReMEDy2
trial, manufacturing scale-up or in obtaining regulatory approvals, could lead
to increased R&D expenses and, in turn, have a material adverse effect on our
results of operations.



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General and Administrative Expenses





G&A expenses consist primarily of salaries and employee benefits, including
share-based compensation related to our executive, finance, business development
and support functions. G&A expenses also include insurance, including directors
and officers liability coverage, rent and utilities, travel expenses, patent
costs, professional fees, including for auditing, tax and legal services, and
milestone payments under our technology license agreement with Catalent Pharma
Solutions, LLC.



Other Income


Other income, net, consists primarily of interest income and foreign currency exchange gains and/or losses.





Results of Operations


Comparison of the Three and Nine Months ended September 30, 2022 and 2021

The following table summarizes our unaudited results of operations for the three and nine months ended September 30, 2022 and 2021 (in thousands):





                                            Three Months Ended September 30,               Nine Months Ended September 30,
                                              2022                     2021                 2022                     2021
Operating expenses:
Research and development                $          1,640         $          2,332     $          5,569         $          6,894
General and administrative                         1,488                    1,084                4,459                    3,506



Research and Development Expenses





R&D expenses decreased to $1.6 million for the three months ended September 30,
2022, down $0.7 million from $2.3 million for the three months ended September
30, 2021. R&D expenses decreased to $5.6 million for the nine months ended
September 30, 2022, down $1.3 million from $6.9 million for the nine months
ended September 30, 2021. The decrease for the nine-month comparison was driven
primarily by reduced costs incurred during the wrap-up of our REDUX Phase 2 CKD
trial and decreased non-clinical testing and manufacturing process development
costs which were incurred during 2021 in preparation for initiating our Phase
2/3 ReMEDy2 trial. These decreases were partially offset by increased costs
incurred in performing our Phase 2/3 ReMEDy2 trial, inclusive of costs incurred
during the clinical hold, and increased personnel costs associated with
expanding our R&D operations.



General and Administrative Expenses





G&A expenses were $1.5 million for the three months ended September 30, 2022, up
from $1.1 million for the three months ended September 30, 2021. G&A expenses
were $4.5 million for the nine months ended September 30, 2022, up from $3.5
million for the nine months ended September 30, 2021. The increase for the
nine-month comparison was primarily due to increased directors' and officers'
liability insurance, and personnel and professional services costs to support
our expanding clinical programs. These increases were partially offset by a
reduction in non-cash share-based compensation.



Liquidity and Capital Resources

The following tables summarize our liquidity and capital resources as of September 30, 2022 and December 31, 2021, and our sources and uses of cash for each of the nine month periods ended September 30, 2022 and 2021, and is intended to supplement the more detailed discussion that follows (in thousands):





Liquidity and Capital Resources                         September 30, 2022       December 31, 2021
Cash, cash equivalents and marketable securities       $             36,084     $            45,112
Total assets                                                         37,041                  45,551
Total current liabilities                                             1,542                   1,524
Total shareholders' equity                                           35,079                  44,024
Working capital                                                      34,948                  43,915




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                                                          Nine Months Ended September 30,
Cash Flow Data                                              2022                  2021
Cash flow provided by (used in):
Operating activities                                   $       (8,745 )     $         (9,448 )
Investing activities                                            6,814                (11,848 )
Financing activities                                               (5 )               30,106

Net increase (decrease) in cash and cash equivalents $ (1,936 ) $ 8,810






Working Capital



We had aggregate cash, cash equivalents and marketable securities of $36.1
million, current liabilities of $1.5 million and working capital of $34.9
million as of September 30, 2022, compared to aggregate cash, cash equivalents
and marketable securities of $45.1 million, $1.5 million in current liabilities
and $43.9 million in working capital as of December 31, 2021. The decreases in
our combined cash, cash equivalents and marketable securities and in our working
capital are due primarily to cash used to fund our operating activities during
the nine months ended September 30, 2022.



Cash Flows



Operating Activities



Net cash used in operating activities for the nine months ended September 30,
2022 was $8.7 million compared to $9.4 million for the nine months ended
September 30, 2021. Cash used in operating activities is driven primarily by our
net loss, partially offset by non-cash share-based compensation and the effects
of the changes in operating assets and liabilities.



Investing Activities



Investing activities consist primarily of purchases and maturities of marketable
securities. Net cash provided by investing activities was $6.8 million for the
nine months ended September 30, 2022 compared to net cash used in investing
activities of $11.8 million for the nine months ended September 30, 2021. This
change resulted primarily from the investment of the proceeds from our September
2021 private placement in the prior year period.



Financing Activities



Net cash used in financing activities was $5,000 for the nine months ended
September 30, 2022 and consisted of principal payments on finance lease
obligations. Net cash provided by financing activities was $30.1 million for the
nine months ended September 30, 2021 and consisted primarily from net proceeds
received from the September 2021 private placement.



Capital Requirements



Since our inception, we have incurred losses while advancing the R&D of our
DM199 product candidate. We have not generated any revenues from product sales
and do not know when or if, we will generate any revenues from product sales of
our DM199 product candidate or any future product candidate. We expect to
continue to incur substantial operating losses until such time as any future
product sales, royalty payments, licensing fees and/or milestone payments are
sufficient to generate revenues to fund our continuing operations. We expect our
operating losses to increase in the near term as compared to prior periods as we
continue the research, development and clinical studies of our DM199 product
candidate. In the long-term, subject to obtaining regulatory approval of our
DM199 product candidate, or any future product candidate, the absence of the
assistance of a strategic partner, would further require us to incur significant
commercialization expenses for product sales, marketing, manufacturing and
distribution.



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Accordingly, we expect we will need substantial additional capital to further
our R&D activities, current and anticipated clinical studies, regulatory
activities and otherwise develop our product candidate, DM199, or any future
product candidate, to a point where the product candidate may be licensed or
commercially sold. Although we are striving to achieve these plans, there is no
assurance that these and other strategies will be achieved, that additional
funding will be required after licensing or that additional funding will be
obtained on favorable terms or at all. We expect our rate of future negative
cash flow per month will vary depending on our clinical activities and the
timing of expenses incurred. We expect our current cash resources will be
sufficient to allow us to continue to work with the FDA to lift the clinical
hold and, once lifted, continue our Phase 2/3 ReMEDy2 trial in patients with
AIS, complete patient follow-up in our REDUX Phase 2 trial in patients with CKD
and otherwise fund our planned operations for at least the next twelve months
from the date of issuance of the condensed consolidated financial statements
included in this report. However, the amount and timing of our future funding
requirements will depend on many factors, including the timing and results of
our ongoing development efforts, and specifically the initiation of new sites
and enrollment in our clinical study, the potential expansion of our current
development programs, potential new development programs, the effects of the
COVID-19 pandemic, staffing shortages and other factors on our clinical programs
and operations and related G&A support. We may require significant additional
funds earlier than we currently expect and there is no assurance that we will
not need or seek additional funding prior to such time, especially if market
conditions for raising additional capital are favorable.



Historically we have financed our operations primarily from sales of equity
securities and the exercise of warrants and stock options, and we expect to
continue this practice for the foreseeable future. We do not have any existing
credit facilities under which we could borrow funds. We may seek to raise
additional funds through various sources, such as equity or debt financings, or
through strategic collaborations and license agreements. We can give no
assurances that we will be able to secure additional sources of funds to support
our operations, or if such funds are available to us, that such additional
financing will be sufficient to meet our needs or on terms acceptable to us.
This is particularly true if our clinical data is not positive or economic and
market conditions deteriorate.



To the extent we raise additional capital through the sale of equity or
convertible debt securities, the ownership interests of our shareholders will be
diluted. Debt financing, if available, may involve agreements that include
conversion discounts or covenants limiting or restricting our ability to take
specific actions, such as incurring additional debt, making capital expenditures
or declaring dividends. If we raise additional funds through government or other
third-party funding, marketing and distribution arrangements or other
collaborations, or strategic alliances or licensing arrangements with third
parties, we may have to relinquish valuable rights to our technologies, future
revenue streams, research programs or product candidates or grant licenses on
terms that may not be favorable to us. The availability of financing will be
affected by our clinical data and other results of scientific and clinical
research; the ability to attain regulatory approvals; market acceptance of our
product candidates; the state of the capital markets generally with particular
reference to pharmaceutical, biotechnology and medical companies; the status of
strategic alliance agreements; and other relevant commercial considerations.



If adequate funding is not available when needed, we may be required to scale
back our operations by taking actions that may include, among other things,
implementing cost reduction strategies, such as reducing use of outside
professional service providers, reducing the number of our employees or employee
compensation, modifying or delaying the development of our DM199 product
candidate; licensing to third parties the rights to commercialize our DM199
product candidate for AIS, CKD or other indications that we would otherwise seek
to pursue, or otherwise relinquishing significant rights to our technologies,
future revenue streams, research programs or product candidates or granting
licenses on terms that may not be favorable to us; and/or divesting assets or
ceasing operations through a merger, sale, or liquidation of our company.



Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in "Part II. Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies," included in our annual report on Form 10-K for the fiscal year ended December 31, 2021.


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