The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the U.S. Securities and Exchange Commission ("SEC") on February 28, 2022.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. In some cases, you can identify forward-looking statements by the use of the words "believe," "expect," "anticipate," "intend," "estimate," "project," "will," "would," "could," "should," "may," "might," "plan," "assume" and other expressions that predict or indicate future events and trends and which do not relate to historical matters. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business and commercialization strategy, products and product candidates, research pipeline, ongoing and planned preclinical studies and clinical trials, regulatory submissions and approvals, addressable patient population, research and development expenses, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. You should not rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. These risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from our anticipated future results, performance or achievements expressed or implied by the forward-looking statements.

Factors that might cause these differences include the following:


    •  the impact of our restructuring activities, including the reduced headcount
       and external spend;


    •  our ability to successfully commercialize, market and achieve market
       acceptance of ZYNRELEF® (bupivacaine and meloxicam) extended-release
       solution ("ZYNRELEF") in the United States ("U.S."), the European Union
       ("EU"), the other countries in the European Economic Area ("EEA"), the
       United Kingdom, Canada and any other countries in which we receive
       applicable regulatory approvals, and of CINVANTI® (aprepitant) injectable
       emulsion ("CINVANTI"), SUSTOL® (granisetron) extended-release injection
       ("SUSTOL") and APONVIE™ (aprepitant) injectable emulsion ("APONVIE") in the
       U.S. (collectively, our "Products"), and HTX-034, if approved by applicable
       regulatory authorities, and our positioning relative to competing products;


    •  the timing of the U.S. Food and Drug Administration's ("FDA") review
       process, whether the FDA approves any future supplemental New Drug
       Application ("sNDA") for ZYNRELEF to further expand the U.S. label, and our
       ability to capture the potential additional market opportunity for the
       expanded U.S. label;


    •  our ability to establish satisfactory pricing and obtain adequate
       reimbursement from government and third-party payors of our Products and
       product candidates that receive regulatory approvals;


    •  whether study results of our Products and product candidates are indicative
       of the results in future studies;


  • the timing and results of the commercial launch of APONVIE in the U.S.;


    •  the timing and results of the commercial launch of ZYNRELEF in Europe and
       Canada;


    •  the potential regulatory approval for and commercial launch of our product
       candidates, if approved;


    •  the potential market opportunities for our Products and our product
       candidates, if approved;


    •  our competitors' activities, including decisions as to the timing of
       competing product launches, generic entrants, pricing and discounting;


    •  whether safety and efficacy results of our clinical studies and other
       required tests for expansion of the indications for our Products and
       approval of our product candidates provide data to warrant progression of
       clinical trials, potential regulatory approval or further development of
       any of our Products or product candidates;


    •  our ability to develop, acquire and advance product candidates into, and
       successfully complete, clinical studies, and our ability to submit for and
       obtain regulatory approval for product candidates in our anticipated
       timing, or at all;


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    •  our ability to meet the postmarketing study requirements within the FDA's
       mandated timelines and to obtain favorable results and comply with standard
       postmarketing requirements, including U.S. federal advertising and
       promotion laws, federal and state anti-fraud and abuse laws, healthcare
       information privacy and security laws, safety information, safety
       surveillance and disclosure of payments or other transfers of value to
       healthcare professionals and entities for Products or any of our product
       candidates;


    •  our ability to successfully develop and achieve regulatory approval for
       HTX-034 and our other future product candidates utilizing our proprietary
       Biochronomer® drug delivery technology ("Biochronomer Technology");


    •  our ability to establish key collaborations and vendor relationships for
       our Products and our product candidates;


    •  our ability to successfully develop and commercialize any technology that
       we may in-license or products we may acquire;


    •  unanticipated delays due to manufacturing difficulties, supply constraints
       or changes in the regulatory environment;


    •  our ability to successfully operate in non-U.S. jurisdictions in which we
       may choose to do business, including compliance with applicable regulatory
       requirements and laws;


    •  uncertainties associated with obtaining and enforcing patents and trade
       secrets to protect our Products, our product candidates, our Biochronomer
       Technology and our other technology, and our ability to successfully defend
       ourselves against unforeseen third-party infringement claims;


    •  the extent of the impact of the ongoing Coronavirus Disease 2019
       ("COVID-19") pandemic on our business, including any COVID-19 mutations or
       variants and any other diseases related to or resulting from COVID-19;


  • our estimates regarding our capital requirements; and


    •  our ability to obtain additional financing and raise capital as necessary
       to fund operations or pursue business opportunities.

Any forward-looking statements in this Quarterly Report on Form 10-Q reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section entitled "Risk Factors" in this Quarterly Report on Form 10-Q. You should carefully review all of these factors. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements were based on information, plans and estimates as of the date of this Quarterly Report on Form 10-Q, and except as required by law, we assume no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes. These risk factors may be updated by our future filings under the Securities Exchange Act of 1934 ("Exchange Act"). You should carefully review all information therein.




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Overview

We are a commercial-stage biotechnology company focused on improving the lives of patients by developing and commercializing therapeutic innovations that improve medical care. Our advanced science, patented technologies, and innovative approach to drug discovery and development have allowed us to create and commercialize a portfolio of products that aim to advance the standard of care for acute care and oncology patients.

Oncology Care Product Portfolio

SUSTOL

SUSTOL is our first commercial product. SUSTOL was approved by the FDA in August 2016, and we commenced commercial sales in the U.S. in October 2016.

SUSTOL is indicated in combination with other antiemetics in adults for the prevention of acute and delayed nausea and vomiting associated with initial and repeat courses of moderately emetogenic chemotherapy (MEC) or anthracycline and cyclophosphamide (AC) combination chemotherapy regimens. SUSTOL is an extended-release, injectable 5-hydroxytryptamine type 3 ("5-HT3") receptor antagonist that utilizes our Biochronomer Technology to maintain therapeutic levels of granisetron for ?5 days. The SUSTOL global Phase 3 development program was comprised of two, large, guideline-based clinical studies that evaluated SUSTOL's efficacy and safety in more than 2,000 patients with cancer. SUSTOL's efficacy in preventing nausea and vomiting was evaluated in both the acute phase (0-24 hours following chemotherapy) and the delayed phase (24-120 hours following chemotherapy).

SUSTOL is the first extended-release 5-HT3 receptor antagonist approved for the prevention of acute and delayed nausea and vomiting associated with both MEC and AC combination chemotherapy regimens. A standard of care in the treatment of breast cancer and other cancer types, AC regimens are among the most commonly prescribed HEC regimens, as defined by both the National Comprehensive Cancer Network ("NCCN") and the American Society of Clinical Oncology ("ASCO").

In February 2017, the NCCN included SUSTOL as a part of its NCCN Clinical Practice Guidelines in Oncology for Antiemesis Version 1.2017. The NCCN has given SUSTOL a Category 1 recommendation, the highest-level category of evidence and consensus, for use in the prevention of acute and delayed nausea and vomiting in patients receiving HEC or MEC regimens. The guidelines now identify SUSTOL as a "preferred" agent for preventing nausea and vomiting following MEC. Further, the guidelines highlight the unique, extended-release formulation of SUSTOL.

In January 2018, a product-specific billing code, or permanent J-code ("J-code"), for SUSTOL became available. The new J-code was assigned by the Centers for Medicare and Medicaid Services ("CMS") and has helped simplify the billing and reimbursement process for prescribers of SUSTOL.

CINVANTI

CINVANTI is our second commercial product. CINVANTI was approved by the FDA in November 2017, and we commenced commercial sales in the U.S. in January 2018.

CINVANTI, in combination with other antiemetic agents, is indicated in adults for the prevention of acute and delayed nausea and vomiting associated with initial and repeat courses of highly emetogenic cancer chemotherapy (HEC) including high-dose cisplatin as a single-dose regimen, delayed nausea and vomiting associated with initial and repeat courses of moderately emetogenic cancer chemotherapy (MEC) as a single-dose regimen, and nausea and vomiting associated with initial and repeat courses of MEC as a 3-day regimen.

CINVANTI is an intravenous ("IV") formulation of aprepitant, a substance P/neurokinin-1 ("NK1") receptor antagonist. CINVANTI is the first IV formulation to directly deliver aprepitant, the active ingredient in EMEND® capsules. Aprepitant (including its prodrug, fosaprepitant) is the only single-agent NK1 receptor antagonist to significantly reduce nausea and vomiting in both the acute phase (0-24 hours after chemotherapy) and the delayed phase (24-120 hours after chemotherapy). CINVANTI is the first and only IV formulation of an NK1 receptor antagonist indicated for the prevention of acute and delayed nausea and vomiting associated with HEC and nausea and vomiting associated with MEC that is free of synthetic surfactants, including polysorbate 80.



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NK1 receptor antagonists are typically used in combination with 5-HT3 receptor antagonists. The only other injectable NK1 receptor antagonist currently approved in the U.S. for both acute and delayed chemotherapy induced nausea and vomiting ("CINV"), EMEND® IV (fosaprepitant), contains polysorbate 80, a synthetic surfactant, which has been linked to hypersensitivity reactions, including anaphylaxis, and infusion site reactions. The CINVANTI formulation does not contain polysorbate 80 or any other synthetic surfactant. Our CINVANTI data has demonstrated the bioequivalence of CINVANTI to EMEND IV, supporting its efficacy for the prevention of both acute and delayed nausea and vomiting associated with HEC and nausea and vomiting associated with MEC. Results also showed CINVANTI was better tolerated in healthy volunteers than EMEND IV, with significantly fewer adverse events reported with CINVANTI.

In January 2019, a J-code for CINVANTI became available. The new J-code was assigned by CMS and has helped simplify the billing and reimbursement process for prescribers of CINVANTI.

In February 2019, the FDA approved our sNDA for CINVANTI, for IV use, which expanded the administration of CINVANTI beyond the initially approved administration method (a 30-minute IV infusion) to include a 2-minute IV injection.

In October 2019, the FDA approved our sNDA for CINVANTI to expand the indication and recommended dosage to include the 130 mg single-dose regimen for patients receiving MEC.

In July 2020, we announced the initiation of the GUARDS-1 Study, a Phase 2 clinical study evaluating CINVANTI in early hospitalized patients with COVID-19. GUARDS-1, also referred to as Study HTX-019-202, is a randomized, placebo-controlled, double-blinded, Phase 2 study designed to investigate the efficacy and safety of adding daily dosing of CINVANTI for 14 days as a 2-minute intravenous injection to standard of care to reduce mortality and the need for assisted ventilation in early hospitalized adult patients with a confirmed severe acute respiratory syndrome coronavirus 2 infection. Due to declining numbers in hospitalized patients in the first half of 2021, slowing enrollment considerably, we have terminated the GUARDS-1 study early.

In the fourth quarter of 2021, we received FDA approval of a manufacturing supplement to the NDA for CINVANTI to allow larger-scale manufacturing of CINVANTI. This approval will significantly reduce the cost of product sales.

Acute Care Product Portfolio

ZYNRELEF (HTX-011)

ZYNRELEF is our third commercial product. ZYNRELEF was initially approved by the FDA in May 2021, and we commenced commercial sales in the U.S. in July 2021. In December 2021, the FDA approved our sNDA for ZYNRELEF, which significantly expanded the indication statement. ZYNRELEF is currently indicated for use in adults for soft tissue or periarticular instillation to produce postsurgical analgesia for up to 72 hours after foot and ankle, small-to-medium open abdominal, and lower extremity total joint arthroplasty surgical procedures.

ZYNRELEF is a dual-acting local anesthetic that delivers a fixed-dose combination of the local anesthetic bupivacaine and a low dose of the nonsteroidal anti-inflammatory drug meloxicam. ZYNRELEF is the first and only modified-release local anesthetic to be classified by the FDA as an extended-release product because ZYNRELEF demonstrated in Phase 3 studies significantly reduced pain and significantly increased proportion of patients requiring no opioids through the first 72 hours following surgery compared to bupivacaine solution, the current standard-of-care local anesthetic for postoperative pain control.

At a Type C meeting with the FDA, we aligned with the FDA on the data needed to support a future efficacy supplement to further expand the ZYNRELEF indication to broadly include soft tissue and orthopedic surgical procedures with pharmacokinetic, safety and pharmacodynamic data from a limited number of additional procedures. The studies in these additional surgeries are already in progress with the plan to submit the next efficacy supplement in the second half of 2022.

In the fourth quarter of 2021, we received FDA approval of two manufacturing supplements to the NDA for ZYNRELEF to add a large-scale secondary supplier of our proprietary polymer and to add larger-scale manufacturing of ZYNRELEF, which will allow for the manufacturing of millions of doses of ZYNRELEF annually at a significantly reduced cost of product sales.

In March 2022, CMS approved a 3-year transitional pass-through status of ZYNRELEF, which became effective on April 1, 2022, for separate reimbursement outside of the surgical bundle payment in the Hospital Outpatient Department setting of care.




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ZYNRELEF was granted a marketing authorization by the European Commission ("EC") in September 2020. As of January 1, 2021, ZYNRELEF is approved in 31 European countries including the countries of the EU and EEA and the United Kingdom. ZYNRELEF is indicated in Europe for the treatment of somatic postoperative pain from small- to medium-sized surgical wounds in adults.

Health Canada issued a Notice of Compliance to commercialize ZYNRELEF in March 2022. ZYNRELEF is indicated in Canada for instillation into the surgical wound for postoperative analgesia after bunionectomy, open inguinal herniorrhaphy, and total knee arthroplasty surgical procedures. Based on prior agreements with the FDA, Heron already has clinical studies underway, which we plan to submit to Health Canada to expand the indication statement.

As we build large-scale manufacturing capacity to meet the anticipated commercial demand in the U.S. and the rest of the world, we are developing a coordinated global marketing strategy. At this time, we anticipate making ZYNRELEF available to patients in Europe and Canada in the first half of 2023.

APONVIE (HTX-019)

APONVIE is our fourth commercial product. APONVIE was approved by the FDA in September 2022 and we expect to make it commercially available in the U.S. with initial stocking of the distribution channel in the first quarter of 2023. APONVIE is indicated for the prevention of postoperative nausea and vomiting ("PONV") in adults.

APONVIE is the first and only intravenous formulation of a substance NK1 receptor antagonist indicated for PONV. Delivered via a single 30-second IV injection, APONVIE has demonstrated rapid achievement of therapeutic drug levels ideally suited for the surgical setting.

HTX-034

HTX-034, our next-generation product candidate for postoperative pain management, is an investigational non-opioid, fixed-dose combination, extended­release solution of the local anesthetic bupivacaine, the nonsteroidal anti-inflammatory drug meloxicam and aprepitant that further potentiates the activity of bupivacaine. HTX-034 is formulated in the same proprietary polymer as ZYNRELEF. By combining two different mechanisms that each enhance the activity of the local anesthetic bupivacaine, HTX-034 is designed to provide superior and prolonged analgesia. Local administration of HTX-034 in a validated preclinical postoperative pain model resulted in sustained analgesia for 7 days.

In May 2020, we initiated a Phase 1b/2 clinical study in patients undergoing bunionectomy of HTX-034. In the Phase 1b portion of this Phase 1b/2 double-blind, randomized, active-controlled, dose-escalation study in 33 patients undergoing bunionectomy, the reduction in pain intensity observed was greater with the lowest dose of HTX-034 evaluated (containing 21.7 mg of bupivacaine plus meloxicam and aprepitant) than with the bupivacaine 50 mg solution through 96 hours. In addition, 45.5% of HTX-034 patients remained opioid-free through Day 15 with median opioid consumption of 2.5 milligram morphine equivalents (same as one 5 mg oxycodone pill) through 72-hours, a 71% reduction compared to bupivacaine solution. We initiated the expanded Phase 2 portion of the study for HTX-034 in the first quarter of 2021. We temporarily postponed work on HTX-034 to understand the studies needed for a broad indication for ZYNRELEF, which could impact development planning for HTX-034. We are pausing the HTX-034 program to focus on the efficacy supplement to further expand the ZYNRELEF indication to broadly include soft tissue and orthopedic surgical procedures.

Biochronomer Technology

Our proprietary Biochronomer Technology is designed to deliver therapeutic levels of a wide range of otherwise short-acting pharmacological agents over a period from days to weeks with a single administration. Our Biochronomer Technology consists of polymers that have been the subject of comprehensive animal and human toxicology studies that have shown evidence of the safety of the polymer. When administered, the polymers undergo controlled hydrolysis, resulting in a controlled, sustained release of the pharmacological agent encapsulated within the Biochronomer-based composition. Furthermore, our Biochronomer Technology is designed to permit more than one pharmacological agent to be incorporated, such that multimodal therapy can be delivered with a single administration.




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Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to revenue recognition, investments, inventory, accrued clinical liabilities, income taxes and stock-based compensation. We base our estimates on historical experience and on assumptions that we believe to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

Our critical accounting policies include: revenue recognition, investments, inventory, accrued clinical liabilities, income taxes, and stock-based compensation. There have been no material changes to our critical accounting policies and estimates disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 28, 2022.

Recent Accounting Pronouncements

See Note 3 to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

Results of Operations for the Three and Nine Months Ended September 30, 2022 and 2021

Net Product Sales

For the three and nine months ended September 30, 2022, net product sales were $26.6 million and $77.6 million, respectively, compared to $23.2 million and $65.7 million, respectively, for the same periods in 2021.

Net Product Sales - Oncology Care

For the three and nine months ended September 30, 2022, net product sales of CINVANTI were $21.2 million and $64.2 million, respectively, compared to $18.0 million and $56.2 million, respectively, for the same periods in 2021. For the three and nine months ended September 30, 2022, net product sales of SUSTOL were $2.7 million and $7.1 million, respectively, compared to $3.1 million and $7.4 million, respectively, for the same periods in 2021.

Net Product Sales - Acute Care

For the three months ended September 30, 2022, net product sales of ZYNRELEF were $2.7 million. For the nine months ended September 30, 2022, net product sales of ZYNRELEF were $6.3 million, which was net of $0.5 million in returns primarily for short-dated ZYNRELEF. Short-dated product returns were due to delays in obtaining initial FDA approval of ZYNRELEF. For the three and nine months ended September 30, 2021, net product sales of ZYNRELEF were $2.1 million. We commenced commercial sales of ZYNRELEF in the U.S. in July 2021.

Cost of Product Sales

For the three and nine months ended September 30, 2022, cost of product sales was $14.7 million and $42.2 million, respectively, compared to $11.4 million and $35.1 million, respectively, for the same periods in 2021. Cost of product sales primarily included raw materials, labor and overhead related to the manufacturing of our Products, as well as shipping and distribution costs. For the three and nine months ended September 30, 2022, cost of product sales also included charges of $2.0 million and $4.5 million, respectively, resulting primarily from the write-off of short-dated ZYNRELEF inventory. For the three and nine months ended September 30, 2021, cost of product sales also included charges of $0.4 million and $3.5 million, respectively, resulting from the write-off of short-dated SUSTOL inventory.

Prior to FDA approval, $23.6 million of costs to manufacture ZYNRELEF were recorded to research and development expense in prior periods. We began capitalizing raw materials, labor and overhead related to the manufacturing of ZYNRELEF following FDA approval in May 2021.



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Research and Development Expense

Research and development expense consisted of the following (in thousands):



                                           Three Months Ended          Nine Months Ended
                                              September 30,              September 30,
                                            2022          2021         2022         2021
ZYNRELEF-related costs                   $    6,940     $  7,839     $ 44,555     $  40,958
CINVANTI-related costs                        3,055        2,948        5,132         4,253
APONVIE-related costs                           115        1,116          843         4,615
HTX-034-related costs                           304          173          591         3,116
SUSTOL-related costs                            248          206        1,558         1,074
Personnel costs and other expenses            9,962       11,792       29,864        33,798
Stock-based compensation expense              4,921        4,521       13,906        14,130

Total research and development expense $ 25,545 $ 28,595 $ 96,449 $ 101,944

For the three months ended September 30, 2022, research and development expense was $25.5 million, compared to $28.6 million for the same period in 2021. The decrease was primarily due to decreases in costs related to APONVIE and ZYNRELEF of $1.0 million and $0.9 million, respectively, and a decrease of $1.8 million in personnel and related costs.

For the nine months ended September 30, 2022, research and development expense was $96.4 million, compared to $101.9 million for the same period in 2021. The decrease was primarily due to decreases in costs related to APONVIE and HTX-034 of $3.8 million and $2.5 million, respectively. The decrease was also due to a decrease in personnel and related costs of $3.9 million, partially offset by an increase in costs related to ZYNRELEF of $3.6 million due to production scale-up, validation activities and raw materials qualification.

General and Administrative Expense

For the three and nine months ended September 30, 2022 and 2021, general and administrative expense was comparable at $9.8 million and $28.5 million, respectively, and $9.8 million and $30.3 million, respectively, for the same periods in 2021.

Sales and Marketing Expense

For the three months ended September 30, 2022, sales and marketing expense was $18.4 million, compared to $25.2 million for the same period in 2021. The decrease was primarily due to a decrease in costs to support the ongoing commercialization of CINVANTI and SUSTOL of $3.0 million. The decrease was also due to a decrease in costs to support the ongoing commercialization of ZYNRELEF of $3.8 million resulting from one-time costs incurred in the third quarter of 2021, as ZYNRELEF was launched in July 2021.

For the nine months ended September 30, 2022, sales and marketing expense was $64.7 million, compared to $62.7 million for the same period in 2021. The increase was primarily due to an increase in costs to support the launch activities, including the hiring of the sales force in June 2021, for ZYNRELEF of $12.1 million, partially offset by a decrease in costs to support the ongoing commercialization of CINVANTI and SUSTOL of $10.0 million.

Other Expense, Net

For the three and nine months ended September 30, 2022, other expense, net was $26,000 and $7.9 million, respectively, compared to $0.7 million and $1.7 million, respectively, for the same periods in 2021. The decrease in expense for the three months ended September 30, 2022, was primarily due to an increase in interest income earned on our invested cash balances. The increase in expense for the nine months ended September 30, 2022, was primarily due to the write-off of property and equipment at a third-party manufacturing site.

Restructuring Plans

See Note 8 to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for discussion of the restructuring plans implemented in October 2021 and June 2022.



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Liquidity and Capital Resources

As of September 30, 2022, we had cash, cash equivalents and short-term investments of $121.7 million, compared to $157.6 million as of December 31, 2021. Based on our current operating plan and projections, management believes that the Company's cash, cash equivalents and short-term investments will be sufficient to meet the Company's anticipated cash requirements for at least one year from the date this Quarterly Report on Form 10-Q is filed with the SEC.

Our capital requirements and liquidity for the next twelve months will depend on numerous factors, including but not limited to: the degree of commercial success of our Products; the impact of competitive products; the timing and cost to manufacture our Products; the costs associated with the U.S. commercial launches of ZYNRELEF and APONVIE, and making ZYNRELEF commercially available outside of the U.S.; the time, cost and outcome involved in seeking a further expanded label for ZYNRELEF in the U.S., as well as other regulatory approvals; our ability to establish and maintain strategic collaborations or partnerships for research, development, clinical testing, manufacturing and marketing of our Products and product candidates; the scope, rate of progress, results and costs of preclinical testing and clinical trials; the number and characteristics of product development programs we pursue and the pace of each program, including the timing of clinical trials; the extent of the impact of the ongoing COVID-19 pandemic on our business; and general market conditions. Management's view of our liquidity relies on estimates and assumptions about the market opportunity for the expanded U.S. label of ZYNRELEF, which estimates and assumptions are subject to significant uncertainty, particularly due to the short amount of time that has passed since the label was expanded in December 2021.

We may not be able to raise sufficient additional capital when needed on favorable terms, or at all. If we are unable to obtain adequate funds, we may be required to curtail significantly or cease our operations. If we issue additional equity securities or securities convertible into equity securities to raise funds, our stockholders will suffer dilution of their investment, and such issuance may adversely affect the market price of our common stock.

Any new debt financing we enter into may involve covenants that restrict our operations. These restrictive covenants may include, among other things, limitations on borrowing and specific restrictions on the use of our assets, as well as prohibitions on our ability to create liens, pay dividends, redeem capital stock or make investments. In the event that additional funds are obtained through arrangements with collaborative partners, these arrangements may require us to relinquish rights to some of our technologies, Products or product candidates on terms that are not favorable to us or require us to enter into a collaboration arrangement that we would otherwise seek to develop and commercialize ourselves. If adequate funds are not available, we may default on our indebtedness, which could have a material adverse effect on our business.

Our net loss for the three and nine months ended September 30, 2022 was $41.9 million, or $0.38 per share, and $162.2 million, or $1.54 per share, respectively, compared to a net loss of $52.4 million, or $0.51 per share, and $166.0 million, or $1.71 per share, respectively for the same periods in 2021.

Our net cash used in operating activities for the nine months ended September 30, 2022 was $109.4 million, compared to $158.1 million for the same period in 2021. The decrease in net cash used in operating activities was primarily due to changes in working capital, as well as a decrease in net loss.

Our net cash used for investing activities for the nine months ended September 30, 2022 was $5.3 million, compared to net cash provided by investing activities of $57.0 million for the same period in 2021. The decrease in cash provided by investing activities was primarily due to net purchases of short-term investments of $4.2 million for the nine months ended September 30, 2022, compared to net maturities of $59.6 million for the same period in 2021.

Our net cash provided by financing activities for the nine months ended September 30, 2022 was $74.6 million, compared to $155.5 million for the same period in 2021. The decrease in cash provided by financing activities was primarily due to net proceeds of $149.0 million from a convertible note financing received in May 2021, partially offset by net proceeds of $75.2 million received from a private placement in August 2022.

Historically, we have financed our operations, including technology and product research and development, primarily through sales of our common stock and debt financings.



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