This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding the future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "should," "plan," "expect," and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, without limitation, those described in "Risk Factors" in our 2021 Amended Annual Report on Form 10-K/A, as filed with the Securities and Exchange Commission on May 23, 2022. Set forth below is a summary of the principal risks we face:


We are currently operating in a period of economic uncertainty and capital
markets disruption, which has been significantly impacted by geopolitical
instability due to the ongoing military conflict between Russia and Ukraine. Our
business, financial condition and results of operations could be materially
adversely affected by any negative impact on the global economy and capital
markets resulting from the conflict in Ukraine or any other geopolitical
tensions.
•
The ongoing military conflict between Russia and Ukraine has affected our
planned sites in Ukraine and Russia for the COASTAL trial. Failure to replace
those sites with new sites could have a materially detrimental effect on
recruitment timelines.
•
We will need substantial additional funds to progress the clinical trial
programs for our drug candidates, to commercialize our drug candidates, and to
develop new compounds. The actual amount of funds we will need will be
determined by a number of factors, some of which are beyond our control;
•
We are a late stage clinical research and development stage company and are
likely to incur operating losses for the foreseeable future;
•
The results of pre-clinical studies and completed clinical trials are not
necessarily predictive of future results, and our current drug candidates may
not have favorable results in later studies or trials;
•
The ongoing COVID-19 pandemic, or other pandemic, epidemic or outbreak of an
infectious disease may materially and adversely impact our business, including
our preclinical studies and clinical trials;
•
Changes in drug candidate manufacturing or formulation may result in additional
costs or delay;
•
If KKC or other parties with whom we collaborate on the development and
commercialization of our drug candidates do not satisfy their obligations, do
not otherwise pursue development or commercialization of our drug candidates or
if they terminate their agreements with us, we may not be able to develop or
commercialize our drug candidates;
•
We are subject to significant obligations to Presage in connection with our
license of voruciclib, and we may become subject to significant obligations in
connection with future licenses we obtain, which could adversely affect the
overall profitability of any products we may seek to commercialize, and such
licenses of drug candidates, the development and commercialization for which we
are solely responsible, may never become profitable;
•
Our business strategy may include entry into additional collaborative or license
agreements. We may not be able to enter into collaborative or license agreements
or may not be able to negotiate commercially acceptable terms for these
agreements;
•
Final approval by regulatory authorities of our drug candidates for commercial
use may be delayed, limited or prevented, any of which would adversely affect
our ability to generate operating revenues;
•
The FDA may determine that our drug candidates have undesirable side effects
that could delay or prevent their regulatory approval or commercialization;
•
If we experience delays or difficulties in the enrolment of patients in clinical
trials, our completion of clinical trials and receipt of necessary regulatory
approvals could be delayed or prevented;
•
Changes in funding for the FDA and other government agencies or future
government shutdowns could cause delays in the submission and regulatory review
of marketing applications, which could negatively impact our business or
prospects;
•
Failure to obtain regulatory approval in foreign jurisdictions would prevent us
from marketing our products internationally;
•
Any designation granted by the FDA for any of our product candidates may not
lead to a faster development or regulatory review or approval process, and does
not increase the likelihood that our product candidates will receive marketing
approval. We may also not be able to obtain or maintain any such designation;
•
Any orphan drug designations we receive may not confer marketing exclusivity or
other benefits;
•
Even if we or our licensees receive regulatory approval to commercialize our
drug candidates, our ability to generate revenues from any resulting products
will be subject to a variety of risks, many of which are out of our control;

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If any products we develop become subject to unfavorable pricing regulations,
third-party reimbursement practices or healthcare reform initiatives, our
ability to successfully commercialize our products will be impaired;
•
Our drug candidates are subject to ongoing government regulation both before and
after regulatory approval;
•
We may not be able to establish the contractual arrangements necessary to
develop, market and distribute our drug candidates;
•
Our commercial opportunity will be reduced or eliminated if competitors develop
and market products that are more effective, have fewer side effects or are less
expensive than our drug candidates;
•
Our product candidates may face competition sooner than anticipated;
•
We rely on third parties to conduct our clinical trials and pre-clinical
studies. If those parties do not successfully carry out their contractual duties
or meet expected deadlines, our drug candidates may not advance in a timely
manner or at all;
•
We will depend on third party suppliers and contract manufacturers for the
manufacturing of our drug candidates and have no direct control over the cost of
manufacturing our drug candidates. Increases in the cost of manufacturing our
drug candidates would increase our costs of conducting clinical trials and could
adversely affect our future profitability;
•
We rely on acquisitions or licenses from third parties to expand our pipeline of
drug candidates;
•
Our commercial success is dependent, in part, on obtaining and maintaining
patent protection and preserving trade secrets, which cannot be guaranteed;
•
Claims by other companies that we infringe on their proprietary technology may
result in liability for damages or stop our development and commercialization
efforts;
•
We may be subject to claims by third parties asserting that our employees or we
have misappropriated their intellectual property, or claiming ownership of what
we regard as our own intellectual property;
•
We may be subject to substantial costs stemming from our defense against
third-party intellectual property infringement claims;
•
We face a risk of product liability claims and claims may exceed our insurance
limits;
•
Our employees, independent contractors, consultants, commercial partners,
principal investigators, or CROs may engage in misconduct or other improper
activities, including noncompliance with regulatory standards and requirements,
which could have a material adverse effect on our business;
•
Our business and operations would suffer in the event of system failures;
•
Our efforts will be seriously jeopardized if we are unable to retain and attract
key employees;
•
Negative U.S. and global economic conditions may pose challenges to our business
strategy, which relies on funding from the financial markets or collaborators;
•
Laws, rules and regulations relating to public companies may be costly and
impact our ability to attract and retain directors and executive officers;
•
We have identified a material weakness in our internal control over financial
reporting and determined that our disclosure controls and procedures were
ineffective as of June 30, 2021, as a result of the restatement of our financial
statements as of and for the years ended June 30, 2021 and 2020. Relevant
unaudited interim financial information for each of the quarterly periods ended
September 30, 2020 through December 31, 2021 have also been restated. In the
future, we may identify additional material weaknesses or otherwise fail to
maintain an effective system of internal control over financial reporting or
adequate disclosure controls and procedures, which may result in material errors
of our financial statements or cause us to fail to meet our periodic reporting
obligations.
•
We are not in compliance with the Nasdaq continued listing requirements. If we
are unable to comply with the continued listing requirements of the Nasdaq
Capital Market, our common stock could be delisted, which could affect our
common stock's market price and liquidity and reduce our ability to raise
capital;
•
Security breaches and other disruptions could compromise our information and
expose us to liability, which would cause our business and reputation to suffer;
•
If we fail to comply with environmental, health and safety laws and regulations,
we could become subject to fines or penalties or incur costs that could harm our
business;
•
We or the third parties upon whom we depend may be adversely affected by natural
disasters and our business continuity and disaster recovery plans may not
adequately protect us from a serious disaster;
•
Limitations on the deductibility of net operating losses could adversely affect
our business and financial condition;
•
The trading price of the shares of our common stock has been and may continue to
be highly volatile and could decline in value and we may incur significant costs
from class action litigation;
•
Future sales of our common stock, including common stock issued upon exercise of
outstanding warrants or options, may depress the market price of our common
stock and cause stockholders to experience dilution;
•
Because we do not intend to pay, and have not paid, any cash dividends on our
shares of common stock, our stockholders will not be able to receive a return on
their shares unless the value of our common stock appreciates and they sell
their shares;

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We will have broad discretion over the use of the net proceeds from any exercise
of outstanding warrants and options;
•
We are authorized to issue blank check preferred stock, which could adversely
affect the holders of our common stock;
•
Anti-takeover provisions contained in our amended and restated certificate of
incorporation and third amended and restated bylaws, as well as provisions of
Delaware law, could impair a takeover attempt;
•
Our third amended and restated bylaws require, to the fullest extent permitted
by law, that derivative actions brought in our name, actions against our
directors, officers, other employees or stockholders for breach of fiduciary
duty and other similar actions may be brought only in the Court of Chancery in
the State of Delaware and, if brought outside of Delaware, the stockholder
bringing the suit will be deemed to have consented to service of process on such
stockholder's counsel, which may have the effect of discouraging lawsuits
against our directors, officers, other employees or stockholders; and
•
Our executive officers and directors may sell shares of their stock, and these
sales could adversely affect our stock price.

These risks are not exhaustive. Other sections of this report and our other filings with the SEC include additional factors which could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. There is substantial uncertainty regarding the impact of the COVID-19 on our business, industry, global economic conditions and government policy. New risk factors emerge from time to time and it is not possible for us to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Past performance may not be an indicator of future results. The following discussion is qualified in its entirety by, and should be read in conjunction with, the more detailed information set forth in the financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto included in our 2021 Amended Annual Report on Form 10-K/A, as filed with the SEC on May 23, 2022. Operating results are not necessarily indicative of results that may occur in future periods.

The following information has been adjusted to reflect the restatement of our financial statements as described in Note 1, "Restatement of Previously Issued Financial Statements," in the Notes to Condensed Financial Statements of this Quarterly Report.

Overview and Recent Developments

We are a late-stage pharmaceutical company committed to the development and commercialization of novel cancer therapies intended to improve outcomes for patients. Our portfolio of drug candidates has three clinical-stage assets, including zandelisib, currently in multiple ongoing clinical studies intended to support marketing applications with the U.S. Food and Drug Administration ("FDA") and other regulatory authorities globally. Our common stock is listed on the Nasdaq Capital Market under the symbol "MEIP."

Our approach to building our pipeline is to license or acquire promising cancer agents and build value in programs through development, commercialization and strategic partnerships, as appropriate.

As a result of the ongoing COVID-19 pandemic, various public health orders and guidance measures have been implemented across much of the United States, and across the globe, including in the locations of our office, clinical trial sites, key vendors and partners. The COVID-19 virus may continue to mutate into different strains, which could be more contagious or severe or for which current vaccines and treatments are not effective or available.

While we continue to enroll and dose patients in our clinical trials, certain of our clinical trials evaluating zandelisib and voruciclib have been delayed due to COVID-19, and our clinical development program timelines may continue to be subject to potential negative impacts from the ongoing pandemic in the U.S. and globally. The extent to which the ongoing pandemic continues to impact our business, including our preclinical studies, chemistry, manufacturing and controls ("CMC") studies, manufacturing, and clinical trials, will depend on future developments, which are highly uncertain and cannot be predicted with confidence including the fluctuating geographic distribution of the disease, the duration of the pandemic, the development, effectiveness and timing of distribution of treatments and vaccines for COVID-19, travel restrictions and social distancing in other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease and to minimize its economic impact, including vaccination rates and effectiveness. See the section entitled "Results of Operations - Contractual Obligations - COVID-19."

As a result of the ongoing military conflict between Russia and Ukraine, our planned sites in Ukraine and Russia for the COASTAL trial have been suspended and no enrollment is planned in these two countries. Study sites in Ukraine and Russia will need


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to be moved elsewhere. Failure to find a replacement for those sites could have a detrimental effect on recruitment timelines. It is possible this conflict may further impact enrollment at study sites in neighboring countries (e.g. Poland, Georgia, and Hungary).

Clinical Development Programs

We build our pipeline by licensing or acquiring promising cancer agents and creating value in programs through development, commercialization and strategic partnerships, as appropriate. Our objective is to leverage the mechanisms and properties of our pipeline drug candidates to optimize the balance between efficacy and tolerability to meet the needs of patients with cancer. Our drug candidate pipeline includes:


Zandelisib, an oral phosphatidylinositol 3-kinase ("PI3K") delta inhibitor;
•
Voruciclib, an oral cyclin-dependent kinase 9 ("CDK9") inhibitor; and
•
ME-344, a mitochondrial inhibitor targeting the oxidative phosphorylation
("OXPHOS") complex.

[[Image Removed: img103133933_0.jpg]]

1.


Study evaluating patients with Indolent B-cell non-Hodgkin's lymphoma (iB-NHL)
without small lymphocytic lymphoma (SLL), lymphoplasmacytic lymphoma (LPL), and
Waldenström's macroglobulinemia (WM) conducted by Kyowa Kirin.
2.
Study arm initiated under clinical collaboration with BeiGene, Ltd.
3.
Investigator-initiated trial.
4.
Initiation of clinical studies is subject to opening of a new Investigational
New Drug Application with FDA

Zandelisib: PI3K? Inhibitor in Multiple Trials Intended to Support Marketing Approvals in Relapsed or Refractory Follicular and Marginal Zone Lymphomas

Zandelisib is an oral, once-daily, selective PI3K? inhibitor in clinical development for the treatment of B-cell malignancies. Clinical studies are focused on the time-limited, intermittent dosing, of zandelisib in patients with relapsed or refractory ("r/r") indolent non-Hodgkin lymphomas and chronic lymphocytic leukemia ("CLL"). "Time-limited" therapy is treatment which is to be administered for a fixed period of time and not based on an event like disease progression.

In March 2020, the FDA granted zandelisib Fast Track designation for the treatment of adult patients with r/r follicular lymphoma ("FL") who have received at least two prior systemic therapies. In November 2021 the FDA granted orphan-drug designation to zandelisib for the treatment of follicular lymphoma. In April 2020, we entered a global license, development and commercialization agreement to further develop and commercialize zandelisib with Kyowa Kirin Co., Ltd. ("KKC"). MEI and KKC will co-develop and co-promote zandelisib in the U.S., with MEI recording all revenue from U.S. sales. KKC has exclusive commercialization rights outside of the U.S.


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We are conducting multiple ongoing studies evaluating zandelisib. Our studies include TIDAL, a Phase 2 study evaluating zandelisib as a monotherapy in patients with r/r FL and marginal zone lymphoma ("MZL") patients who have received at least two prior lines of treatment. Enrollment in the FL cohort of the study is complete. Enrollment of the MZL cohort remains ongoing. In November 2021 TIDAL data was first reported for the cohort of patients with FL, including an overall response rate of 70.3% in the primary efficacy population as determined by Independent Review Committee assessment in the primary efficacy population of 91 patients; the complete response rate was 35.2%. It was also reported that zandelisib was generally well tolerated in the TIDAL study; with 9.4 months (range: 0.8-24) median duration of follow-up in the total study population of 121 patients with FL, interim data demonstrated a discontinuation rate due to any drug related adverse event of 9.9%. Patients enrolled in the study continue to be followed for safety as well as duration of response.

On March 24, 2022, we reported that the FDA recently informed us of its position that a randomized trial is now needed to adequately assess drug efficacy and safety of PI3K inhibitor drug candidates, including zandelisib. Based on this view, the agency discouraged a planned filing based on the Phase 2 TIDAL study data and emphasized that the companies continue efforts with the ongoing, randomized Phase 3 COASTAL study as planned. On April 21, 2022, FDA's Oncology Drugs Advisory Committee concluded that companies developing PI3K-delta inhibitors for hematologic malignancies should conduct randomized trials, not single arm studies, to support approval. Accordingly, in line with the FDA's recommendation, we no longer plan to submit an FDA marketing application based on the single arm Phase 2 TIDAL study. In addition, while the FDA stated that safety on the 60 mg intermittent schedule appears reasonable, it recommended continued dose exploration to further support the current dose and regimen.

COASTAL is an ongoing Phase 3 study evaluating the intermittent dosing and time-limited therapy of zandelisib in combination with rituximab in patients with r/r FL and MZL who have received at least one prior line of treatment. COASTAL is intended to support full marketing applications in the U.S. and globally in r/r FL and MZL patients receiving at least one prior line of treatment.

We are also conducting a multi-arm, open-label, Phase 1b dose finding and expansion trial evaluating zandelisib as a monotherapy and in combination with other therapies in patients with relapsed or refractory B-cell malignancies. Other initiated studies include Phase 1 and Phase 2 studies being conducted by KKC evaluating zandelisib as a monotherapy in patients in Japan with indolent B-cell malignancies pursuant to our agreement with KKC.

Zandelisib: Potentially Highly Differentiated Pharmaceutical Properties within a Clinically Validated Class of Treatments

While PI3K? inhibitors as a group are a clinically validated class for the treatment of B-cell malignancies, earlier entrants to the class have been challenged by toxicities, modest efficacy and/or inconvenience of administration route. We believe this provides an opportunity for the development of a next-generation candidate with pharmaceutical properties that may realize the therapeutic potential of PI3K? inhibition by limiting toxicities and improving upon modest efficacy, which together hinder clinical utility.

The molecular structure and pharmacodynamic characteristics of zandelisib are distinct from the FDA approved PI3K? inhibitors. Clinical and preclinical data demonstrate that zandelisib's distinct characteristics include prolonged target binding, preferential cellular accumulation, high volume of distribution throughout the body tissues, and an approximately 28-hour half-life suitable for once daily oral administration. The properties of zandelisib support the evaluation of an innovative dosing ("ID") regimen. The ID regimen consists of daily dosing only in the first seven days of each 28-day dosing cycle. The unique zandelisib ID regimen is hypothesized to allow for the recovery of regulatory T cells, which in turn may lead to fewer and/or less severe immune-related adverse events. This may provide long-term disease control through maintenance therapy, without the need for dose reductions or premature discontinuations. Clinical evaluation of the ID regimen to date has demonstrated the potential to maintain clinical benefit while minimizing immune-related toxicities common to other PI3K? agents, either as a monotherapy or in combination with other therapies.

KKC License, Development and Commercialization Agreement

In April 2020, we entered into a License, Development and Commercialization Agreement with KKC (the "KKC Commercialization Agreement"). We granted to KKC a co-exclusive, sublicensable, payment-bearing license under certain patents and know-how controlled by us to develop and commercialize zandelisib and any pharmaceutical product containing zandelisib for all human indications in the U.S., and an exclusive (subject to certain retained rights to perform obligations under the agreement), sublicensable, payment-bearing, license under certain patents and know-how controlled by us to develop and commercialize zandelisib and any pharmaceutical product containing zandelisib for all human indications in countries outside of the United States (the "Ex-U.S"). KKC grants to us a co-exclusive, sublicensable, license under certain patents and know-how controlled by KKC to develop and commercialize zandelisib for all human indications in the U.S., and a co-exclusive, sublicensable, royalty-free, fully paid license under certain patents and know-how controlled by KKC to perform our obligations in the Ex-U.S. under the KKC Commercialization Agreement. The KKC Commercialization Agreement substantially retains and consolidates the terms of the 2018 license agreement with KKC to develop and commercialize zandelisib in Japan.


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KKC will be responsible for the development and commercialization of zandelisib in the Ex-U.S. and, subject to certain exceptions, will be solely responsible for all costs related thereto. We will co-develop and co-promote zandelisib with KKC in the U.S., with the Company recording all revenue from U.S. sales. We will share U.S. profits and costs (including development costs) on a 50-50 basis with KKC. We will also provide to KKC certain drug supplies necessary for the development and commercialization of zandelisib in the Ex-U.S. pursuant to supply agreements to be entered into on customary terms, with the understanding that KKC will assume responsibility for manufacturing for the Ex-U.S. as soon as practicable.

Under the terms of the KKC Commercialization Agreement, KKC paid us an initial payment of $100 million. We may also earn up to approximately $582.5 million in potential development, regulatory and commercialization milestone payments, plus royalties on net sales of zandelisib in the Ex-U.S., which are tiered beginning in the teens. During the nine months ended March 31, 2022, two $10 million milestones were earned in connection with the initiation of the Phase 3 COASTAL study.

Zandelisib Scientific Overview: at the Crossroads of B-cell Signaling Pathways

The PI3K/AKT/mTOR pathway is an important signaling pathway for many cellular functions such as cell survival, cell cycle progression and cellular growth. PI3Ks are a family of enzymes within this pathway that have been shown to play a critical role in the proliferation and survival of certain cancer cells.

There are several isoforms of PI3K that are expressed in different types of cells. The PI3K? isoform is at the crossroads of B-cell receptor signaling pathways that are major drivers of survival and proliferation of many B-cell malignancies. Because the ? isoform is often overexpressed in cancer cells of the B-lymphocyte lineage, such as B-cell leukemias and lymphomas, it is understood to be important for survival of these cells. Zandelisib displays high selectivity for the PI3K delta isoform and functions to inhibit its activity.

Clinical Program Overview

We are conducting multiple ongoing studies evaluating zandelisib including TIDAL, a global Phase 2 trial evaluating patients with r/r FL and MZL with at least two prior of lines of therapy, and COASTAL, a global Phase 3 study evaluating patients with r/r FL and MZL with at least one prior line of therapy that is intended to support full marketing authorization with the FDA as well as regulatory authorities globally. Clinical evaluation is focused on the intermittent dosing of zandelisib as part of time-limited therapy.

Additionally, we are conducting a multi-arm, open-label, Phase 1b dose escalation and expansion trial as a monotherapy and in combination with rituximab or zanubrutinib in patients with FL and other B-cell malignancies. The Phase 1b trial continues enrollment in the study arm exploring zandelisib in combination with zanubrutinib (marketed as BRUKINSA®), an inhibitor of Bruton's tyrosine kinase developed by BeiGene, Ltd. ("BeiGene"). This study arm completed the safety evaluation stage in patients with B-cell malignancies and has expanded into disease specific B-cell malignancy cohorts. The evaluation of zandelisib in combination with zanubrutinib is conducted under a collaboration established with BeiGene in October 2018, pursuant to which the cost of the combination trial is being equally shared, and each company is supplying its own investigational agent. We retain all commercial rights to zandelisib (subject to the KKC Commercialization Agreement) and BeiGene retains all commercial rights to zanubrutinib.

Ongoing clinical trials also include Phase 1 and Phase 2 studies conducted by KKC evaluating zandelisib as a monotherapy in patients in Japan with indolent B-cell malignancies. The Phase 2 study is intended to support marketing authorization in Japan.

In addition to other planned clinical studies sponsored by us, such as initiation of the Phase 2 CORAL study evaluating zandelisib in combination with venetoclax plus rituximab in patients with CLL in the first half of calendar year 2022, we also plan to support select investigator-initiated studies, including one being conducted at the Cleveland Clinic evaluating zandelisib combined with standard of care in patients with newly diagnosed diffuse large B-cell lymphoma ("DLBCL").

All ongoing studies, as well as planned studies, utilize zandelisib's unique ID regimen intended to optimize zandelisib's therapeutic profile and also support its potential as a backbone for combination approaches with other modalities in the treatment of B-cell malignances.

Phase 1b Multi-arm Trial

In May 2022, updated data from the Phase 1b clinical trial evaluating zandelisib as a monotherapy and in combination with rituximab or zanubrutinib in patients with r/r FL was published in an abstract selected to be featured in a poster discussion at the European Hematology Association ("EHA") 2022 Congress to be held in June 2022.

The abstract reports data from the evaluation of zandelisib in 69 patients with follicular lymphoma. In the 69 patients, zandelisib was administered at 60 mg daily for two 28-day cycles then on the ID regimen of 60 mg daily on days 1-7 of a 28-day cycle as a single agent (Group 1, n=18) or in combination with rituximab (Group 2, n=19). Group 3 (n=32) evaluated zandelisib 60 mg on ID regimen from cycle 1 and zanubrutinib 80 mg twice daily. Patients were generally heavily pretreated and had a median follow-up of 10.8 months (range 1.8-49.5).


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The overall response rate in 65 evaluable pts was 84.6% (55/65) and the complete response rate was 24.6% (16/65). The overall response rate was 77.8% (14/18) in Group 1, 94.7% (18/19) in Group 2, and 82.1% (23/28) in Group 3. The median duration of response was 31.1 months in Group 1, 25.8 months in Group 2, and not yet mature in Group 3, with median drug exposure of 17.1, 20.5, and 7.1 months, respectively.

Six patients (8.7%) discontinued therapy due to an adverse event. Grade 3 adverse events of special interest were rash in 6 patients (8.7%), ALT increased in 6 (8.7%), diarrhea in 3 (4.3%), colitis in 2 (2.9%), and AST increased in 3 (4.3%). No grade 4-5 adverse events of special interest were reported. One patient in Group 3 had reversible grade 4 drug rash with eosinophilia and systemic symptoms ("DRESS") syndrome. Grade 3-4 neutropenia was observed in 11 patients (16%).

The Phase 1b study is enrolling the r/r MCL expansion cohort, and will continue to further evaluate the combination of zandelisib 60 mg administered on days 1-7 starting Cycle 1 and zanubrutinib administered at 80 mg twice daily.

TIDAL: A Phase 2 Trial Evaluating Zandelisib as a Single-Agent in Follicular and Marginal Zone Lymphoma Patients

TIDAL is an ongoing global Phase 2 trial evaluating the intermittent administration of zandelisib as a monotherapy across two study cohorts: the first study cohort for the treatment of adults with r/r FL and the second study cohort for r/r MZL, in both cases after failure of at least two prior systemic therapies including chemotherapy and an anti-CD20 antibody. The study is evaluating zandelisib administered once daily at 60 mg for two 28-day cycles and then on an intermittent schedule of once daily dosing for the first seven days of each subsequent 28-day cycle (i.e., IS). The primary efficacy endpoint is the rate of objective responses to therapy and other endpoints include duration of response and tolerability of zandelisib. The primary efficacy population sample size for r/r FL is 91 patients and the primary efficacy population sample size for r/r MZL is 64 patients. Total study enrollment in the FL cohort is 121 patients administered zandelisib on the ID regimen after 2 cycles (56 days) of daily dosing to provide additional safety data for the registration application. Enrollment of the FL cohort of the TIDAL study is complete.

In November 2021, we first reported data from the TIDAL study. In May 2022, an update to the November 2021 TIDAL data report was published in an abstract selected to be featured in an oral presentation at the EHA 2022 Congress to be held in June 2022.

The EHA abstract reports that ORR was 70.3% (N=64), with 32 patients (35.2%) achieving a complete response. Responses occurred early: 85.5% (N=56) achieved a response in the first two cycles of therapy and 75% of CRs (N=24) achieved the first four cycles. Patients were generally heavily pretreated: the median number of prior therapies was three (range 2-8), 21 patients (23%) received prior stem cell transplant, 42 patients (46%) were refractory to last therapy, 31 patients (34%) had tumors ?5 cm, and 51 patients (56%) were POD24. The data are still immature to estimate accurately the DOR.

With a median follow-up of 9.4 months (range 0.8-24) in the safety population of 121 pts, 12 patients (9.9%) discontinued therapy due to any drug-related AE. Grade 3 adverse events of special interest (AESI) were diarrhea in 6 patients (5%), colitis in two (1.7%), cutaneous rash in four (3.3%), stomatitis in three (2.5%), and one (0.8%) each for AST and ALT elevation, and non-infectious pneumonitis. Grade 3 AESIs primarily (15 of 18, 83%) occurred in cycles 1-3, during daily dosing, with only three cases reported on ID regimen in Cycles ?4.

COASTAL: A Phase 3 Trial Intended to Support Full FDA and Global Marketing Authorizations

COASTAL is a global, randomized, two-arm Phase 3 trial comparing the intermittent and time-limited administration of zandelisib plus rituximab to standard of care chemotherapy plus rituximab, in patients with r/r FL or MZL who received at least one prior line of therapy, which must have included an anti-CD20 antibody in combination with chemotherapy or lenalidomide. COASTAL is expected to enroll 534 patients. Zandelisib will be administered once daily for two 28-day cycles followed by an intermittent schedule of once daily dosing for seven days of each subsequent 28-day cycle for a total of 24 months, in combination with rituximab (R) in the first six months only. The control arm will consist of six cycles of the standard chemoimmunotherapy regimens R-CHOP or R-bendamustine. The primary efficacy endpoint is progression-free survival; secondary endpoints include overall response rate, overall survival, patient reported outcomes assessments, and safety and tolerability.

COASTAL is intended to support full marketing applications in the U.S. and globally in r/r FL and MZL patients who have received at least one prior line of treatment.


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Impact of COVID-19 on the TIDAL and COASTAL Studies

The extent to which the COVID-19 pandemic will impact the progress of the zandelisib development program, including the enrollment and completion of the COASTAL and TIDAL studies, is subject to future developments, which are highly uncertain and cannot be predicted with confidence. Currently, we believe that the integrity of the program and individual studies remains intact; however, the pandemic did have a negative impact on the rate of enrollment in the TIDAL study. Enrollment in the FL cohort of the TIDAL study was completed in August 2021, and data was reported in November 2021; enrollment in the MZL cohort is ongoing. The COASTAL study was initiated in 2021, with the first patient enrolled in July 2021. There is a potential that the COVID-19 pandemic could have a negative impact on the execution of the COASTAL study but that is unclear at this time because of the continuing nature of the pandemic and because all planned clinical trial sites are not yet active. We will continue to closely monitor for potential negative impacts on the development program related to the ongoing COVID-19 pandemic. We will also continue efforts to be proactive in managing the impact from the pandemic, including various actions to communicate with sites and investigators, and making accommodations to patients consistent with FDA guidance and guidance from other regulatory authorities, as we may deem appropriate.

Voruciclib: Potent Orally Administered CDK9 Inhibitor in Phase 1 Studies

Voruciclib is a potent orally administered CDK9 inhibitor. Voruciclib is being evaluated in a Phase 1b trial evaluating dose and schedule in patients with acute myeloid leukemia ("AML") and B-cell malignancies. Voruciclib is also being evaluated in pre-clinical studies to explore the potential synergistic activity in various solid tumor cancers of voruciclib in combination with drug-candidates that targets in the RAS signaling pathway, including KRAS.

Voruciclib Scientific Overview: Cell Cycle Signaling

CDK9 has important functions in cell cycle regulation, including the modulation of two therapeutic targets in cancer:

CDK9 is a transcriptional regulator of the myeloid leukemia cell differentiation protein ("MCL1"), a member of the family of anti-apoptotic proteins which, when elevated, may prevent the cell from undergoing cell death. Inhibition of CDK9 blocks the production of MCL1, which is an established resistance mechanism to the B-cell lymphoma ("BCL2") inhibitor venetoclax (marketed as Venclexta®). • CDK9 is a transcriptional regulator of the MYC proto-oncogene protein ("MYC") which regulates cell proliferation and growth. Upregulation of MYC is implicated in many human cancers and is frequently associated with poor prognosis and unfavorable patient survival. CDK9, in addition to being a transcription factor for MYC, also decreases phosphorylation of MYC protein that is implicated in stabilizing MYC in KRAS mutant cancers. Targeting MYC directly has historically been difficult, but CDK9 is a promising approach to target this oncogene.

Voruciclib: Inhibition of MCL1

In pre-clinical studies voruciclib shows dose-dependent suppression of MCL1; in December 2017, a study of voruciclib published in the journal Nature Scientific Reports reported that the combination of voruciclib plus the BCL-2 inhibitor venetoclax was capable of inhibiting two master regulators of cell survival, MCL-1 and BCL-2, and achieved synergistic antitumor effect in an aggressive subset of DLBCL pre-clinical models.

In a peer reviewed manuscript published in 2020 by Luedtke et al, it was reported that the inhibition of CDK9 by voruciclib synergistically enhances cell death induced by the Bcl-2 selective inhibitor venetoclax in preclinical models of AML. The data demonstrated that voruciclib synergizes with venetoclax to induce apoptosis in both AML cell lines and primary patient samples. It was also demonstrated that voruciclib downregulates MCL1, which is relevant for the synergy between voruciclib and venetoclax, and further that voruciclib also downregulates MYC, which also contributes to the synergies with venetoclax.

The research presented suggests that voruciclib is an attractive therapeutic target for treating cancers in combination with venetoclax or other BCL-2 inhibitors, and is supportive of our ongoing clinical evaluation of voruciclib in B-cell malignancies and AML.

Voruciclib: Inhibition of MYC

Many cancers are associated with overexpression of MYC, a transcription factor regulating cell proliferation and growth. CDK9 is a known regulator of MYC transcription and a modulator of MYC protein phosphorylation. Data reported at the American Association for Cancer Research ("AACR") Annual Meeting 2021 in preclinical models demonstrates that voruciclib:


Results in a rapid decrease in the phosphorylation of proteins that promote MYC
transcription;
•
Rapidly decreases phosphorylation of MYC protein on Ser62, a site implicated in
stabilizing MYC in KRAS mutant cancers;
•
Possesses single agent activity against multiple KRAS mutant cancer cell lines
both in vitro and in vivo;

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Synergistically inhibits KRAS G12C mutant cancer cell lines in combination with KRAS G12C inhibitors, both in vitro and in vivo.

The research presented suggests that voruciclib could be an attractive therapeutic agent for cancers, including solid tumors, dependent on the activity of MYC.

Clinical Program

We are evaluating patients with hematological malignancies in a Phase 1b clinical trial evaluating the dose and schedule of voruciclib. The trial is initially intended to evaluate the dose and schedule of voruciclib as a monotherapy in patients with relapsed and refractory B-cell malignancies and AML after failure of prior standard therapies to determine the safety, preliminary efficacy and maximum tolerated dose. Once dose levels and schedules have been explored and established, we plan in parallel, subject to FDA agreement, to evaluate the dose and schedule of voruciclib in combination with a BCL2 inhibitor such as venetoclax to assess synergies and the opportunity for combination treatments, initially in patients with AML and subsequently across multiple indications.

As reported at the American Society of Hematology 2021 annual meeting in a poster presentation, data to date from the Phase 1b study evaluating voruciclib as a monotherapy on an optimized schedule of 14 consecutive days in a 28-day cycle was well tolerated. No dose limiting toxicities were observed and no significant myelosuppression was seen in patients with B-cell malignancies, suggesting a lower likelihood of additive toxicities in combination with venetoclax. Disease stabilization was observed in heavily pretreated patients and differentiation syndrome was observed in AML patients, which is indicative of biologic activity. A protocol amendment is planned to evaluate voruciclib in combination with venetoclax in patients with relapsed AML.

Voruciclib was also previously evaluated in more than 70 patients with solid tumors in multiple Phase 1 studies. The totality of the clinical data, along with data from pre-clinical studies, suggests voruciclib's ability to inhibit its molecular target at a projected dose as low as 150 mg daily. In one clinical study, voruciclib was evaluated in combination with vemurafenib (marketed as Zelboraf®) in nine patients with BRAF mutated advanced/inoperable malignant melanoma. Three of three BRAF/MEK naive patients achieved a response: two partial responses and one complete response. In this study voruciclib was dosed at 150 mg daily plus vemurafenib 720 mg or 960 mg twice daily in 28-day cycles. The most common adverse events were fatigue, constipation, diarrhea, arthralgia and headache. One instance of grade 3 fatigue was dose limiting and no serious adverse events related to voruciclib were reported. Other clinical studies evaluated voruciclib at doses up to 850 mg in patients with solid tumors, demonstrating additional evidence of potential biologic activity and an adverse event profile generally consistent with other drugs in its class.

We are exploring opportunities to clinically evaluate voruciclib in solid tumors where MYC may play an important role in tumor growth. We also plan to initiate a Phase 1b study evaluating voruciclib in combination with venetoclax in patients with AML mid calendar year 2022.

Impact of COVID-19 on the Voruciclib Clinical Development Program

While the extent to which the COVID-19 pandemic will impact the progress of the voruciclib clinical development program, including the ongoing Phase 1b study, is subject to future developments, which are highly uncertain and cannot be predicted with confidence, the study remains ongoing and is continuing to enroll patients; however, the rate of enrollment of patients has been negatively impacted by the pandemic. We will continue efforts to be proactive in managing the impact from the pandemic, including various actions to communicate with sites and investigators, and making accommodations to patients consistent with FDA guidance as we may deem appropriate.

ME-344: Clinical Stage Mitochondrial Inhibitor with Combinatorial Potential

ME-344 is our novel and tumor selective, isoflavone-derived mitochondrial inhibitor drug candidate. It directly targets the OXPHOS complex 1, a pathway involved in adenosine triphosphate ("ATP") production in the mitochondria. ME-344 was studied in an investigator-initiated, multi-center, randomized clinical trial in combination with the vascular endothelial growth factor ("VEGF") inhibitor bevacizumab (marketed as Avastin®) in a total of 42 patients with human epidermal growth factor receptor 2 ("HER2") negative breast cancer.

ME-344 Scientific Overview: Cancer Metabolism

Tumor cells often display a high metabolic rate to support cell division and growth. This heightened metabolism requires a continual supply of energy in the form of ATP. The two major sources of ATP are the specialized cellular organelles termed mitochondria and through the metabolism of carbohydrates, proteins and lipids.

ME-344 was identified through a screen of more than 400 new chemical structures originally created based on the central design of naturally occurring plant isoflavones. We believe that some of these synthetic compounds, including our drug candidate ME-344, interact with specific mitochondrial enzyme targets, resulting in the inhibition of ATP generation. When these compounds interact with their target, a rapid reduction in ATP occurs, which leads to a cascade of biochemical events within the cell and ultimately to cell death.


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Clinical Program

ME-344 demonstrated evidence of single agent activity against refractory solid tumors in a Phase 1 trial, and in pre-clinical studies tumor cells treated with ME-344 resulted in a rapid loss of ATP and cancer cell death. In addition to single agent activity, ME-344 may also have significant potential in combination with anti-angiogenic therapeutics. In pre-clinical studies, it was shown that one outcome of anti-angiogenics was to reduce the rate of glycolysis in tumors as a mechanism to slow tumor growth. However, tumor metabolism was able to shift to mitochondrial metabolism for energy production to support continued tumor proliferation. In such cases of tumor plasticity in the presence of treatment with anti-angiogenics, targeting the alternative metabolic source with ME-344 may open an important therapeutic opportunity.

Support for this combinatorial use of ME-344 was first published in the June 2016 edition of Cell Reports; pre-clinical data from a collaboration with the Spanish National Cancer Research Centre in Madrid demonstrated mitochondria-specific effects of ME-344 in cancer cells, including substantially enhanced anti-tumor activity when combined with agents that inhibit the activity of VEGF. These data demonstrating the potential anti-cancer effects of combining ME-344 with a VEGF inhibitor due to an inhibition of both mitochondrial and glycolytic metabolism provided a basis for commencement of an investigator-initiated trial of ME-344 in combination with bevacizumab in HER2 negative breast cancer patients.

Results published in the November 2019 issue of Clinical Cancer Research from a multicenter, investigator-initiated, randomized, open-label, clinical trial that evaluated the combination of ME-344 and bevacizumab in 42 women with early HER2-negative breast cancer further support the combinatorial use of ME-344 with anti-angiogenic therapeutics.

The primary objective of the trial was to show proof of ME-344 biologic activity as measured by Ki67 reductions in the presence of the nuclear protein Ki67 (expression of which is strongly associated with tumor cell proliferation and growth) from days 0 to 28 compared to the control group who received bevacizumab alone. Secondary objectives included determining whether ME-344 biologic activity correlates with vascular normalization. The data demonstrate significant biologic activity in the ME-344 treatment group:


In ME-344 treated patients, mean absolute Ki67 decreases were 13.3 compared to
an increase of 1.1 in the bevacizumab monotherapy group (P=0.01).
•
In ME-344 treated patients, mean relative Ki67 decreases were 23% compared to an
increase of 186% in the bevacizumab monotherapy group (P < 0.01).
•
The mean relative Ki67 reduction in patients experiencing vascular normalization
in the ME-344 treated patients was 33%, compared to an increase of 11.8% in
normalized patients from the bevacizumab monotherapy group (P=0.09).
Approximately one-third of patients in each arm had vascular normalization.

Treatment was generally well tolerated; three grade 3 adverse events of high blood pressure were reported, two in the ME-344 arm and one in the bevacizumab monotherapy arm.

Results from our earlier, first-in-human, single-agent Phase 1 clinical trial of ME-344 in patients with refractory solid tumors were published in the April 1, 2015 issue of Cancer. The results indicated that eight of 21 evaluable patients (38%) treated with ME-344 achieved stable disease or better, including five who experienced progression-free survival that was at least twice the duration of their last prior treatment before entry into the trial. In addition, one of these patients, a heavily pre-treated patient with small cell lung cancer, achieved a confirmed partial response and remained on study for two years. ME-344 was generally well tolerated at doses equal to or less than 10 mg/kg delivered on a weekly schedule for extended durations. Treatment-related adverse events included nausea, dizziness and fatigue. Dose-limiting toxicities were observed at both the 15 mg/kg and 20 mg/kg dose levels, consisting primarily of grade 3 peripheral neuropathy. We are planning to advance ME-344 in combination with the anti-angiogenic antibody bevacizumab in a Phase 1b study evaluating patients with relapsed colorectal cancer by the end of calendar year 2022.

Additionally, ME-344 may also have clinical potential against hematological malignancies. At the AACR Annual Meeting 2022, a poster presentation reported results from preclinical studies exploring the ability of ME-344 to enhance the activity of venetoclax against AML. Data from the in vitro and in vivo preclinical studies evaluating the combination of ME-344 with venetoclax in standard-of-care-resistant AML cell lines and relapsed or refractory AML patient samples suggest that ME-344, both alone and in combination with venetoclax, inhibits purine biosynthesis, suppresses oxidative phosphorylation, induces apoptosis and decreases Mcl-1, which together target metabolic vulnerabilities of AML cells. The data demonstrated that ME-344 and venetoclax prolong survival in MV4-11- and MV4-11/AraC-R-derived xenograft AML models. The poster concludes that ME-344 enhances venetoclax activity against AML cells including resistant AML.

Results of Operations

The following information has been adjusted to reflect the restatement of our financial statements as described in Note 1, "Restatement of Previously Issued Financial Statements," in the Notes to Condensed Financial Statements of this Quarterly Report.


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Comparison of three months ended March 31, 2022 and 2021

We had a loss from operations of $21.6 million for the three months ended March 31, 2022 compared to a loss from operations of $16.4 million for the three months ended March 31, 2021.

Revenue: We recognized revenue of $9.7 million for the three months ended March 31, 2022 compared to $8.1 million for the three months ended March 31, 2021. Revenue increased as a result of increased reimbursement of expenses from KKC due to research and development activity related to zandelisib and our progress towards completion of our performance obligations under the KKC Commercialization Agreement.

Research and Development: The following is a summary of our research and development expenses to supplement the more detailed discussion below. The dollar values in the following table are in thousands.



                                            Three Months Ended
                                                 March 31,
Research and development expenses            2022          2021
Zandelisib                                $   13,071     $ 11,460
Voruciclib                                     1,364          694
ME-344                                           382          212
Other                                          7,501        5,518

Total research and development expenses $ 22,318 $ 17,884

Research and development expenses consist primarily of clinical trial costs (including payments to contract research organizations "CROs"), pre-clinical study costs, and costs to manufacture our drug candidates for non-clinical and clinical studies. Other research and development expenses consist primarily of salaries and personnel costs, share-based compensation, legal costs, and other costs not allocated to specific drug programs. Research and development expenses were $22.3 million for the three months ended March 31, 2022 compared to $17.9 million for the three months ended March 31, 2021. Costs related to zandelisib increased primarily as a result of higher professional services costs to support ongoing clinical studies offset by decreased costs for the COASTAL study as a result of higher start-up costs during the prior period. Costs related to voruciclib increased for the three months ended March 31, 2022 compared with the three months ended March 31, 2021, due primarily to increased costs associated with the phase 1b study and drug manufacturing costs. Costs related to ME-344 increased for the three months ended March 31, 2022 compared with the three months ended March 31, 2021, due primarily to increased drug manufacturing costs. Other research and development costs increased for the three months ended March 31, 2022 due primarily to higher levels of personnel costs ($1.8 million) associated with increased headcount to support our clinical activities.

General and Administrative: General and administrative expenses increased by $2.7 million to $8.9 million for the three months ended March 31, 2022 compared to $6.2 million for the three months ended March 31, 2021. The increase is primarily due to increased personnel costs ($1.4 million), external professional services and legal costs ($0.6 million), share-based compensation ($0.3 million), and corporate overhead costs ($0.4 million).

Other income or expense: We recorded a non-cash gain of $12.8 million during the three months ended March 31, 2022 due to a change in the fair value of our warrant liability. The change in the warrant liability is primarily due to changes in our stock price.

Comparison of nine months ended March 31, 2022 and 2021

We had a loss from operations of $59.3 million for the nine months ended March 31, 2022 compared to a loss from operations of $45.0 million for the nine months ended March 31, 2021.

Revenue: We recognized revenue of $29.3 million for the nine months ended March 31, 2022 compared to $27.3 million for the nine months ended March 31, 2021. Revenue increased as a result of increased reimbursement of expenses from KKC due to research and development activity related to zandelisib.

Research and Development: The following is a summary of our research and development expenses to supplement the more detailed discussion below. The dollar values in the following table are in thousands.


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                                            Nine Months Ended
                                                March 31,
Research and development expenses           2022          2021
Zandelisib                                $  40,082     $ 36,350
Voruciclib                                    3,950        2,215
ME-344                                        2,166          433
Other                                        17,604       14,106

Total research and development expenses $ 63,802 $ 53,104

Research and development expenses consist primarily of clinical trial costs (including payments to contract research organizations "CROs"), pre-clinical study costs, and costs to manufacture our drug candidates for non-clinical and clinical studies. Other research and development expenses consist primarily of salaries and personnel costs, share-based compensation, legal costs, and other costs not allocated to specific drug programs. Research and development expenses were $63.8 million for the nine months ended March 31, 2022 compared to $53.1 million for the nine months ended March 31, 2021. Costs related to zandelisib increased for the nine months ended March 31, 2022 primarily as a result of higher professional services and drug manufacturing costs offset by decreased costs for the COASTAL study as a result of higher start-up costs during the prior period. Costs related to voruciclib increased for the nine months ended March 31, 2022 compared with the nine months ended March 31, 2021, primarily due to increased costs associated with the phase 1b study and drug manufacturing costs. Costs related to ME-344 increased for the nine months ended March 31, 2022 compared with the nine months ended March 31, 2021, primarily due to increased drug manufacturing costs and start-up costs for the Phase 2 study. Other research and development costs increased for the nine months ended March 31, 2022 due to higher levels of personnel costs ($4.1 million) associated with increased headcount to support our clinical activities.

General and Administrative: General and administrative expenses increased by $7.0 million to $24.8 million for the nine months ended March 31, 2022 compared to $17.8 million for the nine months ended March 31, 2021. The increase is primarily due to increased personnel costs ($3.4 million), external professional services and legal costs ($2.2 million), share-based compensation ($0.6 million), and corporate overhead costs ($0.8 million).

Other income or expense: We recorded a non-cash gain of $20.8 million during the nine months ended March 31, 2022 due to a change in the fair value of our warrant liability. The change in the warrant liability is primarily due to changes in our stock price.

Liquidity and Capital Resources

We have accumulated losses of $358.1 million since inception and expect to incur operating losses and generate negative cash flows from operations for the foreseeable future. As of March 31, 2022, we had $169.0 million in cash and cash equivalents, and short-term investments. We believe that these resources will be sufficient to fund our operations for at least 12 months from the issuance of this Quarterly Report. Our current business operations are focused on continuing the clinical development of our drug candidates. Changes to our research and development plans or other changes affecting our operating expenses may affect actual future use of existing cash resources. Our research and development expenses are expected to increase in the foreseeable future. We cannot determine with certainty costs associated with ongoing and future clinical trials or the regulatory approval process. The duration, costs and timing associated with the development of our product candidates will depend on a variety of factors, including uncertainties associated with the results of our clinical trials.

To date, we have obtained cash and funded our operations primarily through equity financings and license agreements. In order to continue the development of our drug candidates, at some point in the future we expect to pursue one or more capital transactions, whether through the sale of equity securities, debt financing, license agreements or entry into strategic partnerships. There can be no assurance that we will be able to continue to raise additional capital in the future.

Sources and Uses of Our Cash

Net cash used in operating activities for the nine months ended March 31, 2022 was $33.2 million. Net cash used in operating activities for the nine months ended March 31, 2021 was $20.7 million. The increase in cash used in operating activities year over year reflects increased development activities and changes in working capital.

Net cash used in investing activities for the nine months ended March 31, 2022 was $13.2 million compared to $14.7 million provided by investing activities for the nine months ended March 31, 2021. The change was primarily due to increased purchases of short-term investments in 2022, net of maturities.

Net cash provided by financing activities during the nine months ended March 31, 2022 was $49.0 million compared with $3.4 million provided by financing activities during the nine months ended March 31, 2021. Cash raised during the nine months ended March 31, 2022 reflected $48.7 million of net proceeds from the issuance of common stock. Cash raised during the nine months ended March 31, 2021 reflected $3.1 million of net proceeds from the issuance of common stock.


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Contractual Obligations

We have contracted with various consultants and third parties to assist us in pre-clinical research and development and clinical trials work for our leading drug compounds. The contracts are terminable at any time, but obligate us to reimburse the providers for any time or costs incurred through the date of termination. Additionally, we have employment agreements with certain of our current employees that provide for severance payments and accelerated vesting for share-based awards if their employment is terminated under specified circumstances.

We have leased approximately 32,800 square feet of office space in San Diego, California. The contractual lease term is from July 2020 through March 2028. The average annual lease payment over the remaining term of the lease is $1.7 million, plus a pro rata share of certain building expenses. Our total contractual obligation over the remaining term of the lease is $13.6 million.

In January 2022, we entered into an amended lease agreement for an additional 12,300 square feet of office space in San Diego, California. The amended lease agreement encompasses both our current office space and the additional office space, for a total of approximately 45,100 square feet. The amended lease term will begin upon the earlier of September 1, 2022 or the date that the landlord's work is completed on the additional space, and will expire in January 2030. Our total contractual obligation over the term of the amended lease is approximately $21.5 million.

Presage License Agreement

In September 2017, we entered into the Presage License Agreement. Under the terms of the Presage License Agreement, Presage granted to us exclusive worldwide rights to develop, manufacture and commercialize voruciclib, a clinical-stage, oral and selective CDK inhibitor, and related compounds. In exchange, we paid Presage $2.9 million. With respect to the first indication, an incremental $2.0 million payment, due upon dosing the first subject in the first registration trial will be owed to Presage, for total payments of $4.9 million prior to receipt of marketing approval of the first indication in the U.S., E.U. or Japan. Additional potential payments of up to $179 million will be due upon the achievement of certain development, regulatory and commercial milestones. We will also pay mid-single-digit tiered royalties on the net sales of any product successfully developed. As an alternative to milestone and royalty payments related to countries in which we sublicense product rights, we will pay to Presage a tiered percent (which decreases as product development progresses) of amounts received from such sublicensees. As of March 31, 2022, we had not accrued any amounts for potential future payments.

COVID-19

As a result of the ongoing COVID-19 pandemic, various public health orders and guidance measures have been implemented across much of the United States, and across the globe, including in the locations of our office, clinical trial sites, key vendors and partners. Despite the relaxation of many governmental orders earlier this year, COVID-19 still impacts the normal conduct of business. In addition, although the FDA authorized vaccines for the treatment of COVID-19, and although a significant portion of the U.S. population has been vaccinated, the vaccination rate of the population and the effectiveness of the vaccines, particularly with respect to the COVID-19 Delta and Omicron variants, as well as other variants, continues to create uncertainty. Furthermore, the COVID-19 virus may continue to mutate into different strains, which could be more contagious or severe or for which current vaccines and treatments are not effective or available.

While we continue to enroll and dose patients in our clinical trials, our clinical development program timelines may continue to be subject to potential negative impacts from the ongoing pandemic in the U.S. and globally. The extent to which the ongoing pandemic continues to impact our business, including our preclinical studies, CMC studies, manufacturing, and clinical trials, will depend on future developments, which are highly uncertain and cannot be predicted with confidence.

We may experience enrollment delays and suspensions, patient withdrawals, postponement of planned clinical or preclinical studies, redirection of site resources from studies, and study deviations or noncompliance. We may also need to maintain or implement study modifications, suspensions, or terminations, the introduction of additional remote study procedures and modified informed consent procedures, study site changes, direct delivery of investigational products to patient homes or alternative sites, which may require state licensing, and changes or delays in site monitoring. The foregoing may require that we consult with relevant review and ethics committees, Institutional Review Boards ("IRBs"), and the FDA. The foregoing may also impact the integrity of our study data. The COVID-19 outbreak may further increase the need for clinical trial patient monitoring and regulatory reporting of adverse effects, and may delay regulatory authority meetings, inspections, or the regulatory review of marketing or investigational applications or submissions.

The COVID-19 pandemic may also impact our ability to procure the necessary supply of our investigational drug products, as well as any ancillary supplies necessary for the conduct of our studies. Third party manufacturers may also need to implement measures and changes, or deviate from typical manufacturing requirements that may otherwise adversely impact our product candidates.


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In light of the ongoing COVID-19 pandemic, the FDA issued a number of new guidance documents. Specifically, as a result of the potential effect of the ongoing COVID-19 pandemic on many clinical trial programs in the U.S. and globally, the FDA issued guidance concerning potential impacts on clinical trial programs, which guidance FDA has continually updated. In addition, the European Medicines Agency ("EMA") as well as various country regulatory authorities (EU and UK) have issued similar guidance. We have adapted the FDA and EMA/UK guidance for study procedures, data collection, and oversight resulting from the pandemic.

Critical Accounting Policies and Management Estimates

We describe our significant accounting policies in Note 1A, The Company and Summary of Significant Accounting Policies, of the notes to the financial statements included in our 2021 Annual Report. We discuss our critical accounting estimates in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in our 2021 Annual Report. There have been no changes in our significant accounting policies or critical accounting estimates since June 30, 2021.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that we anticipate adopting.

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