The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our unaudited condensed
consolidated financial statements and related notes included in this Quarterly
Report on Form 10-Q and the audited financial statements and notes thereto as of
and for the year ended December 31, 2021 and the related 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 filed with the SEC on March 7, 2022.
Unless the context requires otherwise, references in this Quarterly Report on
Form 10-Q to "we," "us" and "our" refer to Eliem Therapeutics, Inc. and its
wholly owned subsidiary.


Forward-Looking Statements

The following discussion of our financial condition and results of operations
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Forward-looking statements are based on our
management's beliefs and assumptions and on information currently available to
our management. All statements other than statements of historical facts are
"forward-looking statements" for purposes of these provisions, including those
relating to future events or our future financial performance and financial
guidance. In some cases, you can identify forward-looking statements by
terminology such as "may," "might," "will," "should," "expect," "plan,"
"anticipate," "project," "believe," "estimate," "predict," "potential," "intend"
or "continue," the negative of terms like these or other comparable terminology,
and other words or terms of similar meaning in connection with any discussion of
future operating or financial performance. These statements are only
predictions.

All forward-looking statements included in this document are based on
information available to us on the date hereof, and we assume no obligation to
update any such forward-looking statements. Any or all of our forward-looking
statements in this document may turn out to be wrong. Actual events or results
may differ materially. Our forward-looking statements can be affected by
inaccurate assumptions we might make or by known or unknown risks, uncertainties
and other factors, including, among other things, impacts on our business due to
health pandemics or other contagious outbreaks, such as the ongoing COVID-19
pandemic. In evaluating these statements, you should specifically consider
various factors, including the risks outlined under the caption "Risk Factors"
set forth in Item 1A of Part II of this Quarterly Report on Form 10-Q, as well
as those contained from time to time in our other filings with the SEC. We
caution investors that our business and financial performance are subject to
substantial risks and uncertainties.



Overview



We are a clinical-stage biotechnology company focused on developing novel
therapies for neuronal excitability disorders to address unmet needs in
psychiatry, epilepsy, chronic pain, and other disorders of the peripheral and
central nervous systems. These disorders often occur when neurons are overly
excited or inhibited, leading to an imbalance, and our focus is on restoring
homeostasis. We are developing a pipeline of clinically differentiated product
candidates focused on validated mechanisms of action with broad therapeutic
potential to deliver improved therapeutics for patients with these disorders.

Our lead clinical-stage candidate is ETX-155, a neurosteroid GABAA receptor
positive allosteric modulator (PAM) being developed for depressive disorders
(including major depressive disorder (MDD)) and focal onset seizures (FOS), the
most common type of seizure in people with epilepsy. In March 2022, we received
clearance from the U.S. Food and Drug Administration (FDA) of our
investigational new drug application (IND) for two Phase 2a clinical trials for
ETX-155 in patients with MDD and PMD. In April 2022, we announced that we
elected to delay advancing ETX-155 into Phase 2a depression trials in order to
determine the root cause of a lower-than-expected exposure observed in a Phase
1b proof-of-concept trial of ETX-155 in photosensitive epilepsy (PSE). Based on
an initial review of ongoing analyses, we believe that the reduced exposure
levels were most likely related to certain aspects of the chemistry,
manufacturing, and controls (CMC) for the different batches of drug product used
in the Phase 1 healthy volunteer trials and the Phase 1b PSE trial. Evaluation
and potential implementation of CMC process modifications to ensure consistency
of drug product manufacturing are currently underway. In parallel, in July 2022,
we initiated a Phase 1 pharmacokinetic trial in healthy subjects to identify the
dose required to provide a similar exposure to that of the 60-milligram dose
used in the previous 14-day repeat dose Phase 1 healthy volunteer trial.
Assuming a dose level with appropriate exposure and safety is confirmed, we
intend to initiate our previously planned Phase 2a trial of ETX-155 in patients
with MDD. Results from the Phase 1 pharmacokinetic trial are expected in the
fourth quarter of 2022, and the subsequent randomized, placebo-controlled Phase
2a trial in patients with MDD is expected to initiate in the first quarter of
2023. This Phase 2a trial is anticipated to be a proof-of-concept study with
4-week treatment, with subjects randomized 1:1 to either ETX-155 or placebo,
evaluating efficacy endpoints from day 3 through day 42. In the event a dose
level with appropriate exposure and safety is not confirmed, we will continue to
explore potential CMC process modifications and intend to undertake any
necessary additional pharmacokinetic trials to determine appropriate exposure
and safety prior to initiating any proof-of-concept trials in patients.


                                       19
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Assuming Phase 2a MDD trial initiation in the first quarter of 2023, topline
data from this trial would be expected in mid-2024. In July 2022, we also
announced that we are postponing the initiation of the planned Phase 2a trial in
PMD, which will provide additional investment flexibility for the progression of
Eliem's pipeline. As we progress the ETX-155 program in depressive disorders, a
study in PMD patients will be considered within the overarching MDD program. We
will consider resuming the PSE trial after the expected readout of the Phase 1
pharmacokinetic trial in the fourth quarter of 2022.

Pipeline

Below is a summary of our wholly owned pipeline:


                     [[Image Removed: img156756083_0.jpg]]

We have incurred significant operating losses since inception, as we have
devoted substantially all of our resources to organizing and staffing our
company, identifying potential product candidates, business planning, raising
capital, undertaking research, executing preclinical studies and clinical
development trials, and providing general and administrative support for
business activities. We incurred net losses of $14.6 million and $8.7 million
for the three months ended June 30, 2022 and 2021, respectively, and $27.8
million and $27.3 million for the six months ended June 30, 2022 and 2021,
respectively. We had an accumulated deficit of $103.4 million and $75.6 million
as of June 30, 2022 and December 31, 2021, respectively.

Since our inception, we have funded our operations with an aggregate of $208.3
million in net proceeds from the sale and issuance of shares of our redeemable
convertible preferred stock and our initial public offering of our common stock.
We had cash, cash equivalents, and short- and long-term marketable securities of
$134.7 million and $161.4 million as of June 30, 2022 and December 31, 2021,
respectively. Based on our current operating plan, we estimate that our cash,
cash equivalents and short- and long-term marketable securities will be
sufficient to fund our operating expenses and capital expenditure requirements
into 2025. We have based this estimate on assumptions that may prove to be
wrong, and we could exhaust our available capital resources sooner than we
expect.

We anticipate that our expenses and operating losses will increase substantially
over the foreseeable future. The expected increase in expenses will be largely
driven by our ongoing activities as we:

continue to develop and conduct clinical trials, including for ETX-155 for indications we are currently evaluating and any potential additional indications;

initiate and continue research and development, including preclinical, clinical and discovery efforts for any future product candidates;

seek regulatory approvals for ETX-155, or any other product candidates that successfully complete clinical development;


add operational, financial and management information systems and personnel,
including personnel to support our product candidate development and help us
comply with our obligations as a public company;

hire and retain additional personnel, such as clinical, manufacturing, quality control, scientific, commercial and administrative personnel;

maintain, expand and protect our intellectual property portfolio;


establish sales, marketing, distribution, manufacturing, supply chain and other
commercial infrastructure in the future to commercialize various products for
which we may obtain regulatory approval; and

                                       20
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add equipment and physical infrastructure to support our research and development and growing staff; acquire or in-license other product candidates and technologies.




We do not have any products approved for sale and have not generated any revenue
from product sales since our inception. Our ability to generate product revenue
will depend on the successful development, regulatory approval and eventual
commercialization of one or more of our product candidates, if approved. We
cannot assure you that we will ever be profitable or generate positive cash flow
from operating activities.

We will require substantial additional funding to support our continuing
operations and further the development of our product candidates. Until such
time as we can generate significant revenue from product sales, if ever, we
expect to finance our operations through the sale of equity, debt financings or
other capital sources, which could include income from collaborations, strategic
partnerships or other strategic arrangements. To a lesser extent, we also expect
to continue to rely on U.K. research and development tax credits and incentives
for funding. Adequate funding may not be available when needed or on terms
acceptable to us, or at all. If we are unable to raise additional capital as
needed, we may have to significantly delay, scale back or discontinue
development of our product candidates. Our ability to raise additional funds may
be adversely impacted by potential worsening global economic conditions and the
recent disruptions to, and volatility in, the credit and financial markets in
the United States and worldwide, resulting from increased volatility in the
trading prices for shares in the biopharmaceutical industry, the ongoing
pandemic, or otherwise. In addition, our ability to continue to benefit from
research and development tax credits and incentives will depend on our ability
to continue meet the applicable requirements for them. If we fail to obtain
necessary capital when needed on acceptable terms, or at all, it could force us
to delay, limit, reduce or terminate our product development programs,
commercialization efforts or other operations. Insufficient liquidity may also
require us to relinquish rights to product candidates at an earlier stage of
development or on less favorable terms than we would otherwise choose.

Recent Developments



On August 2, 2022, we reported results from our Phase 2a clinical trial
investigating ETX-810 for the treatment of lumbosacral radicular pain (LSRP). In
the Phase 2a clinical trial in LSRP, ETX-810 did not achieve statistically
significant separation from placebo on the trial's primary endpoint, which
assessed the change from baseline to week 4 in the weekly average of the daily
pain score measured with the Pain Intensity Numerical Rating Scale (PI-NRS).
This result is consistent with the lack of separation from placebo observed in
the Phase 2a clinical trial in DPNP, as reported in April 2022. Therefore, we
have discontinued further development of ETX-810.

Impact of the COVID-19 Pandemic on Our Operations



We have been carefully monitoring the COVID-19 pandemic as it continues to
progress and its potential impact on our business. As a result of COVID-19, we
have taken precautionary measures in order to minimize the risk of the virus to
our employees, such as allowing our workforce to work remotely. To date, we have
been able to continue our key business activities and advance our clinical
programs. We have experienced delays in availability and shipping of preclinical
and clinical supplies and delays in vendor services caused by understaffing or
illness. However, to date, these delays have not materially impacted our
business. However, in the future, it is possible that delays such as these or
other disruptions such as delays related to enrolling participants in our
clinical trials could impact our clinical development timelines. While the
broader implications of the COVID-19 pandemic on our results of operations and
overall financial performance remain uncertain, it has, to date, not had a
material adverse impact on our results of operations or our ability to raise
funds to sustain operations. The economic effects of the pandemic and resulting
societal changes are currently not predictable, and the future financial impacts
could vary from those foreseen.

Components of Operating Results

Operating Expenses

Our operating expenses consist of (i) research and development expenses, including expenses incurred with related parties, and (ii) general and administrative expenses.

Research and Development



Our research and development expenses consist primarily of direct and indirect
costs incurred in connection with our discovery efforts, preclinical studies,
and clinical trial activities related to our pipeline, including our lead
product candidate ETX-155 and our discontinued product candidate ETX-810.

                                       21
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Our direct research and development costs include:

expenses incurred in connection with research, laboratory consumables and preclinical studies and clinical trial activities;

the cost to manufacture drug products for use in our preclinical studies and clinical trials; and

consulting fees, including services provided by a related party.

Our indirect research and development costs include:

personnel-related expenses, such as salaries, bonuses, benefits, and stock-based compensation expense, for our scientific personnel performing research and development activities; and



•
facility rent.

Total direct costs and indirect costs are as follows (in thousands):



                                  Three Months Ended June 30,             Six Months Ended June 30,
                                   2022                 2021              2022                2021
Direct costs                  $        8,909       $        7,360     $      17,524       $      12,368
Indirect costs                         2,191                  129             4,036                 937
Research and development
tax credits                           (2,331 )             (1,696 )          (4,531 )            (2,851 )
Total research and
development expenses          $        8,769       $        5,793     $     

17,029 $ 10,454





We expense research and development costs as incurred. Non-refundable advance
payments for goods and services that will be used over time for research and
development are capitalized and recognized as goods are delivered or as the
related services are performed. Costs to acquire technologies used in research
and development that have not yet received regulatory approval and that are not
expected to have an alternative future use are expensed when incurred. We
categorize costs by stage of development clinical or preclinical. Given our
stage of development and the utilization of our resources across our various
programs, we have not historically tracked our research and development costs by
program. Research and development expenses are presented net of refundable
research and development tax credits from the U.K. government.

Research and development costs by stage of development are as follows (in
thousands):

                                  Three Months Ended June 30,             Six Months Ended June 30,
                                   2022                 2021              2022                2021
Clinical                      $        8,237       $        4,940     $      16,098       $       8,450
Preclinical                            2,863                2,549             5,462               4,855
Research and development
tax credits                           (2,331 )             (1,696 )          (4,531 )            (2,851 )
Total research and
development expenses          $        8,769       $        5,793     $      17,029       $      10,454




Research and development activities are central to our business model. We expect
our research and development expenses generally to increase as we advance our
clinical development programs. The amount and timing of our research and
development expenses may vary significantly based on factors such as:

the number and scope of clinical studies needed for regulatory approval;

the number and scope of preclinical and IND-enabling studies;

the phases of development of our product candidates;

the progress and results of our research and development activities;

the discontinuation of any of our programs;

the length of time required to enroll eligible subjects and initiate clinical trials;

the number of subjects that participate in the clinical trials;

potential additional safety monitoring requested by regulatory agencies;

the duration of subject participation in the trials and follow-up;


                                       22
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the cost and timing of manufacturing of our product candidates;

the timing, receipt and terms of any marketing approvals from applicable regulatory authorities;

the hiring and retention of research and development personnel;

the degree to which we obtain, maintain, defend and enforce our intellectual property rights; and

the extent to which we establish collaborations, strategic partnerships or other strategic arrangements and the performance of any related third parties.

A change in the outcome of any of these variables with respect to the development of any of our product candidates could significantly change the costs and timing associated with the development of that product candidate.



Research and development expenses, related party included expense reimbursements
paid to Carnot, LLC, a related party, of $29,000 and $0.3 million for the three
months ended June 30, 2022 and 2021, respectively, and $0.2 million and $0.7
million for the six months ended June 30, 2022 and 2021, respectively.

General and Administrative



Our general and administrative expenses consist primarily of personnel-related
expenses, such as salaries, bonuses, benefits, and stock-based compensation, for
our personnel in executive, finance and accounting, human resources, business
development and other administrative functions. Other significant general and
administrative expenses include legal fees relating to intellectual property and
corporate matters, professional fees for accounting, tax and consulting
services, insurance costs, and travel expenses.

We expect that our general and administrative expenses will substantially
increase for the foreseeable future as we continue to increase our general and
administrative headcount to support our continued research and development
activities and, if any product candidates receive marketing approval,
commercialization activities, as well as to support our operations generally. We
have also incurred and expect to incur increased expenses associated with
operating as a public company, including costs related to accounting, audit,
legal, regulatory, and tax-related services associated with maintaining
compliance with exchange listing, and SEC requirements, director and officer
insurance costs, and investor and public relations costs.

Other Income (Expense)

Change in Fair Value of Redeemable Convertible Preferred Tranche Liability



Our redeemable convertible preferred stock tranche liability was accounted for
at fair value at inception, with changes in the fair value recorded in earnings
at each reporting period through settlement. Refer to Note 5 of the interim
condensed consolidated financial statements.

Foreign Currency Loss



Our foreign currency loss consists of foreign exchange losses resulting from
remeasurement and foreign currency transactions between the British Pound and
the U.S. Dollar.

Other Income, net

Our other income consists of interest income, accretion and amortization related to our investments.





                                       23
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Results of Operations



The following table sets forth our results of operations (dollars in thousands):

                                    Three Months Ended June 30,            Six Months Ended June 30,
                                     2022                 2021              2022                2021
Operating expenses:
Research and development        $         8,740       $       5,478     $      16,851       $      9,751
Research and development,
related party                                29                 315               178                703
General and administrative                4,932               2,914             9,804              5,132
Total operating expenses                 13,701               8,707            26,833             15,586
Loss from operations                    (13,701 )            (8,707 )         (26,833 )          (15,586 )
Other income (expense):
Change in fair value of
redeemable convertible
 preferred stock tranche
liability                                     -                   -                 -            (11,718 )
Foreign currency loss                    (1,042 )               (12 )          (1,199 )              (16 )
Other income, net                           147                   -               232                  -
Total other income (expense)               (895 )               (12 )            (967 )          (11,734 )
Net loss                        $       (14,596 )     $      (8,719 )   $     (27,800 )     $    (27,320 )

Comparison of the Three Months Ended June 30, 2022 and June 30, 2021

Operating Expenses



The following table sets forth our operating expenses (dollars in thousands):

                                Three Months Ended June 30,                    Change
                                 2022                 2021               $               %
Research and development     $       8,740       $        5,478     $     3,262             59.5 %
Research and development,
related party                $          29       $          315     $      (286 )          (90.8 )%
General and administrative   $       4,932       $        2,914     $     2,018             69.3 %

Research and Development and Research and Development, related party



Research and development expenses, increased 59.5% from $5.5 million for the
three months ended June 30, 2021 to $8.7 million for the three months ended June
30, 2022. Research and development expenses, related party decreased 90.8% from
$0.3 million for the three months ended June 30, 2021 to $29,000 for the three
months ended June 30, 2022. In total, research and development expenses
increased 51.4% from $5.8 million for the three months ended June 30, 2021 to
$8.8 million for the three months ended June 30, 2022. This increase was
primarily driven by a $2.7 million increase in clinical expenses associated with
Phase 1 and Phase 2 clinical trials of ETX-155 and ETX-810 and a $1.0 million
increase in personnel-related expenses from increased headcount and stock-based
compensation. Direct preclinical expenses were consistent for the periods
presented, which primarily consist of costs to manufacture drug products for use
in our preclinical studies and clinical trials. The increase was partially
offset by a $0.6 million increase in the refundable research and development tax
credits from the U.K. generated from the increased research and development
activities.


Research and development expenses have increased and would be expected to
increase as our programs advance into later stages of clinical development where
clinical studies may have increased numbers of subjects, longer duration and
more substantial data collection and analysis.

General and Administrative



General and administrative expenses increased 69.3% from $2.9 million for the
three months ended June 30, 2021 to $4.9 million for the three months ended June
30, 2022. The increase in general and administrative expenses is primarily due
to a $0.8 million increase in personnel-related expenses from increased
headcount and stock-based compensation, a $0.7 million increase in other general
and administrative expenses that included consulting and legal fees, and an
increase of $0.5 million in insurance costs.

                                       24
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Other Income (Expense)



The following table sets forth our other income (expense) (dollars in
thousands):

                           Three Months Ended June 30,                Change
                              2022                 2021          $             %
Foreign currency loss   $          (1,042 )       $   (12 )   $ (1,030 )     8,583.3 %
Other income, net       $             147         $     -     $    147         100.0 %


Foreign Currency Loss

Foreign currency loss increased from a $12,000 loss for the three months ended
June 30, 2021 to a $1.0 million loss for the three months ended June 30, 2022.
The decrease was due to an unfavorable foreign currency exchange rates between
the British Pound and the U.S. Dollar, which affects the remeasurement of our
British Pound denominated monetary assets and liabilities, primarily our
recoverable research and development tax credits.

Other Income, net



Other income, net increased to $0.1 million for the three months ended June 30,
2022. The increase was due to the interest income, partially offset by
amortization of premiums and accretion of discounts recognized on our
investments recognized during the quarter. For the three months ended June 30,
2021, we held no investments.

Comparison of the Six Months Ended June 30, 2022 and June 30, 2021

Operating Expenses



The following table sets forth our operating expenses (dollars in thousands):

                                  Six Months Ended June 30,                    Change
                                  2022                2021               $                %
Research and development      $      16,851       $       9,751     $      7,100             72.8 %
Research and development,
related party                 $         178       $         703     $       (525 )          (74.7 )%
General and administrative    $       9,804       $       5,132     $      4,672             91.0 %

Research and Development and Research and Development, related party



Research and development expenses increased 72.8% from $9.8 million for the six
months ended June 30, 2021 to $16.9 million for the six months ended June 30,
2022. Research and development expenses, related party decreased 74.7% from $0.7
million for the six months ended June 30, 2021 to $0.2 million for the six
months ended June 30, 2022. In total, research and development expenses
increased 62.9% from $10.5 million for the six months ended June 30, 2021 to
$17.0 million the six months ended June 30, 2022. This increase was primarily
driven by a $6.5 million increase in clinical expenses associated with Phase 1
and Phase 2 clinical trials of ETX-155 and ETX-810 and a $2.0 million increase
in personnel-related expenses from increased headcount and stock-based
compensation. Direct preclinical expenses were consistent for the periods
presented, which primarily consist of costs to manufacture drug products for use
in our preclinical studies and clinical trials. The increase was partially
offset by a $1.7 million increase in the refundable research and development tax
credits from the U.K. generated from the increased research and development
activities.


Research and development expenses have increased and would be expected to
increase as our programs advance into later stages of clinical development where
clinical studies may have increased numbers of subjects, longer duration and
more substantial data collection and analysis.

General and Administrative



General and administrative expenses increased 91.0% from $5.1 million for the
six months ended June 30, 2021 to $9.8 million for the six months ended June 30,
2022. The increase in general and administrative expenses is primarily due to a
$2.3 million increase in personnel-related expenses from increased headcount and
stock-based compensation, a $1.4 million increase in other general and
administrative expenses that included consulting and legal fees, and an increase
of $1.0 million in insurance costs.


                                       25
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Other Income (Expense)



The following table sets forth our other income (expense) (dollars in
thousands):

                                   Six Months Ended June 30,                    Change
                                   2022                2021               $               %
Change in fair value of
redeemable convertible
preferred stock tranche
liability                      $          -       $      (11,718 )   $    11,718           (100.0 )%
Foreign currency loss          $     (1,199 )     $          (16 )   $    (1,183 )        7,393.8 %
Other income, net              $        232       $            -     $       232            100.0 %

Change in fair value of redeemable convertible preferred stock tranche liability

For the six months ended June 30, 2021, we recognized an $11.7 million charge from the settlement of our Series A-1 preferred stock tranche liability immediately prior to settlement.

Foreign Currency Loss



Foreign currency loss increased from a $16,000 loss for the six months ended
June 30, 2021 to a $1.2 million loss for the six months ended June 30, 2022. The
loss was due to unfavorable foreign currency exchange rates between the British
Pound and the U.S. Dollar, which affects the remeasurement of our British Pound
denominated monetary assets and liabilities, primarily our recoverable research
and development tax credits.

Other Income, net

Other income, net increased to $0.2 million for the six months ended June 30,
2022. The increase was due to the interest income, partially offset by
amortization of premiums and accretion of discounts recognized on our
investments during the quarter. For the six months ending June 30, 2021, we held
no investments.

Liquidity and Capital Resources

Sources of Liquidity



We primarily generate cash and cash equivalents from the sale of our equity
securities, including common stock and redeemable convertible preferred stock,
and to a lesser extent from cash received pursuant to U.K. research and
development tax credits and incentives. From our inception to June 30, 2022, we
raised aggregate proceeds of $208.3 million from the issuance of shares of our
redeemable convertible preferred stock and from our initial public offering of
our common stock. We have not generated any revenue from product sales or
otherwise. We have incurred net losses from operations since our inception and
anticipate we will continue to incur net losses for the foreseeable future. As
of June 30, 2022 and December 31, 2021, we had cash, cash equivalents, and
short- and long-term marketable securities of $134.7 million and $161.4 million
and an accumulated deficit of $103.4 million and $75.6 million, respectively.

Funding Requirements



We have experienced recurring net losses since inception. Our transition to
profitability is dependent upon the successful development, approval and
commercialization of our product candidates and achieving a level of revenue
adequate to support our cost structure. We do not expect to achieve such revenue
and expect to continue to incur losses for the foreseeable future. We believe
our cash, cash equivalents, and short- and long-term marketable securities of
$134.7 million as of June 30, 2022 will be sufficient to meet our working
capital and capital expenditure needs for at least the next twelve months.

We expect that our research and development and general and administrative
expenses will increase as our clinical development programs advance. As a
result, we will need significant additional capital to fund our operations,
which we may obtain through one or more equity offerings, debt financings or
other third-party funding, including potential strategic alliances and licensing
or collaboration arrangements. Because of the numerous risks and uncertainties
associated with the development and commercialization of our product candidates,
we are unable to estimate the amount of increased capital we will need to raise
to support our operations and the outlays and operating expenditures necessary
to complete the development of our product candidates and build additional
manufacturing capacity, and we may use our available capital resources sooner
than we currently expect.

                                       26
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Our future capital requirements will depend on many factors, including:

the progress of our current and future product candidates through preclinical and clinical development;

potential delays in our preclinical studies and clinical trials, whether current or planned;

continuing our research and discovery activities;

initiating and conducting additional preclinical, clinical, or other studies for our product candidates;

changing or adding additional contract manufacturers or suppliers;

seeking regulatory approvals and marketing authorizations for our product candidates;

establishing sales, marketing, and distribution infrastructure to commercialize any products for which we obtain approval;

acquiring or in-licensing product candidates, intellectual property and technologies;

making milestone, royalty, or other payments due under any current or future collaboration or license agreements;

obtaining, maintaining, expanding, protecting, and enforcing our intellectual property portfolio;

attracting, hiring and retaining qualified personnel;

potential delays or other issues related to our operations;

meeting the requirements and demands of being a public company;

defending against any product liability claims or other lawsuits related to our products; and

the impact of the COVID-19 pandemic, which may exacerbate the magnitude of the factors discussed above.



We believe that our existing cash, cash equivalents and short- and long-term
marketable securities will enable us to fund our operating expenses and capital
expenditure requirements into 2025. We have based our estimates as to how long
we expect we will be able to fund our operations on assumptions that may prove
to be wrong, and we could use our available capital resources sooner than we
currently expect, in which case, we would be required to obtain additional
financing sooner than currently projected, which may not be available to us on
acceptable terms, or at all. Our failure to raise capital as and when needed
would have a negative impact on our financial condition and our ability to
pursue our business strategy.

We will need substantial additional funding to support our continuing operations
and pursue our development strategy. Until such time as we can generate
significant revenue from sales of our product candidates, if ever, we expect to
finance our operations through the sale of equity, debt financings or other
capital sources, including potential collaborations with other companies or
other strategic transactions. Adequate funding may not be available to us on
acceptable terms, or at all. If we are unable to raise capital or enter into
such agreements as, and when, needed, we may have to significantly delay, scale
back, or discontinue the development and commercialization of our product
candidates or delay our efforts to expand our product pipeline. We may also be
required to sell or license to other parties' rights to develop or commercialize
our product candidates that we would prefer to retain.

Cash Flows

The following table summarizes our cash flows (in thousands):



                                              Six Months Ended June 30,
                                                2022               2021

Net cash used in operating activities $ (24,745 ) $ (15,221 ) Net cash provided by investing activities 11,653

                -
Net cash provided by financing activities               -           94,050


Operating activities



For the six months ended June 30, 2022, net cash used in operating activities
was $24.7 million. This consisted primarily of net loss of $27.8 million and
changes in our operating assets and liabilities that resulted in a net decrease
of $2.0 million, primarily related to research and development activities, which
was partially offset by non-cash charges of $5.1 million that included
stock-based compensation of $3.3 million and a foreign currency loss of $1.2
million resulting from remeasurement.

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For the six months ended June 30, 2021, net cash used in operating activities
was $15.2 million. This consisted primarily of a net loss of $27.3 million and
an increase in our operating assets and liabilities of $0.8 million, primarily
related to research and development activities, which was partially offset by
the non-cash charges for changes in the fair value of the redeemable convertible
preferred stock tranche liability of $11.7 million and stock-based
compensation of $1.3 million.

Investing activities

For the six months ended June 30, 2022, net cash provided by investing activities was $11.7 million. This consisted of $46.2 million of proceeds received from maturities of investments in marketable securities, partially offset by purchases of $34.5 million of investments in marketable securities.

Financing activities



For the six months ended June 30, 2021, net cash provided by financing
activities was $94.1 million, primarily attributable to the proceeds from the
issuance of our Series A-1 and Series B redeemable convertible preferred stock,
net of issuance costs, and the proceeds from the issuance of our common stock in
our initial public offering, net of issuance costs.

Contractual Commitments and Obligations



In the normal course of business, we enter into contracts with contract research
organizations (CROs), contract development and manufacturing organizations
(CDMOs), and other third parties for preclinical studies and clinical trials,
research and development supplies, and other testing and manufacturing services.
These contracts do not contain material minimum purchase commitments and
generally provide us the option to cancel, reschedule and adjust our
requirements based on our business needs, prior to the delivery of goods or
performance of services. However, it is not possible to predict the maximum
potential amount of future payments under these agreements due to the
conditional nature of our obligations and the unique facts and circumstances
involved in each agreement.

Off Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2022 and December 31, 2021.

Critical Accounting Policies and Estimates



This management's discussion and analysis of our financial condition and results
of operations is based on our consolidated financial statements, which have been
prepared in accordance with U.S. GAAP. The preparation of our condensed
consolidated financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the amounts reported in
the condensed consolidated financial statements and notes to the condensed
consolidated financial statements. Some of those judgments can be subjective and
complex, and therefore, actual results could differ materially from those
estimates under different assumptions and conditions.

A summary of our critical accounting policies is presented in our audited
financial statements and notes thereto as of and for the year ended December 31,
2021 included in our Annual Report on Form 10-K filed with the SEC on March 7,
2022. There were no material changes to our critical accounting policies during
the six months ended June 30, 2022.

Recent Accounting Pronouncements



See Note 1 in our interim condensed consolidated financial statements included
herein and see Note 2 to our annual consolidated financial statements included
in our Annual Report on Form 10-K filed with the SEC on March 7, 2022.

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Emerging Growth Company Status



We are an emerging growth company, as defined in the Jumpstart Our Business
Startups Act (JOBS Act). Under the JOBS Act, emerging growth companies can delay
adopting new or revised accounting standards issued subsequent to the enactment
of the JOBS Act until such time as those standards apply to private companies.
Other exemptions and reduced reporting requirements under the JOBS Act for
emerging growth companies include presentation of only two years audited
consolidated financial statements in a registration statement for an IPO, an
exemption from the requirement to provide an auditor's report on internal
controls over financial reporting pursuant to the Sarbanes-Oxley Act, an
exemption from any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation, and less
extensive disclosure about our executive compensation arrangements. We have
elected to use the extended transition period for complying with new or revised
accounting standards that have different effective dates for public and private
companies until the earlier of the date that (i) we are no longer an emerging
growth company or (ii) we affirmatively and irrevocably opt out of the extended
transition period provided in the JOBS Act.

As a result, our consolidated financial statements may not be comparable to
companies that comply with the new or revised accounting pronouncements as of
public company effective dates. We will remain an emerging growth company under
the JOBS Act until the earliest of (i) the last day of our first fiscal year in
which we have total annual gross revenue of $1.07 billion or more, (ii) the date
on which we have issued more than $1.0 billion of non-convertible debt
instruments during the previous three fiscal years, (iii) the date on which we
are deemed a "large accelerated filer" under the rules of the SEC with at least
$700.0 million of outstanding equity securities held by non-affiliates, or (iv)
December 31, 2026.

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