You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited financial information and the notes thereto included appearing elsewhere in this Quarterly Report on Form 10-Q, and the audited financial information and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the "Risk Factors" section of this Quarterly Report on Form 10-Q, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis.

Overview

Molecular Templates is a clinical-stage biopharmaceutical company focused on the discovery and development of targeted biologic therapeutics. Our proprietary drug platform technology, known as engineered toxin bodies, or ETBs, leverages the resident biology of a genetically engineered form of Shiga-like Toxin A subunit, or SLTA to create novel therapies with potent and differentiated mechanisms of action (MOA) for cancer and other serious diseases.

Business

ETBs use a genetically engineered version of the SLTA. In its wild-type form, Shiga-like Toxin or "SLT" is thought to induce its own entry into a cell when proximal to the cell surface membrane, self-route to the cytosol, and enzymatically and irreversibly shut down protein synthesis via ribosome inactivation. SLTA is normally coupled to its cognate Shiga-like Toxin B subunit, or SLTB, to target the CD77 cell surface marker, a non-internalizing glycosphingolipid. In our scaffold, a genetically engineered SLTA subunit with no cognate SLTB component is genetically fused to antibody domains or fragments specific to a target, resulting in a biologic therapeutic that can identify the particular target and specifically kill the cell. The antibody domains may be substituted with other antibody domains having different specificities to allow for the rapid development of new drugs to selected targets in cancer and other serious diseases.

ETBs combine the specificity of an antibody with SLTA's potent mechanism of cell destruction. Based on the disease setting, we have created ETBs that have reduced immunogenicity and are capable of delivering additional payloads into a target cell. Immunogenicity is the ability of a foreign substance to provoke an immune response in a host. ETBs have relatively predictable pharmacokinetic, or PK, profiles and can be rapidly screened for desired activity in robust cell-based and animal-model assays. Because SLTA can induce internalization against non- and poorly-internalizing receptors, the universe of targets for ETBs should be substantially larger than that seen with antibody drug conjugates, or ADCs, which are not likely to be effective if the target does not readily internalize the ADC payload.

ETBs have a differentiated mechanism of cell kill in cancer therapeutics (the inhibition of protein synthesis via ribosome destruction), and we have preclinical and clinical data demonstrating the utility of these molecules in chemotherapy-refractory cancers. ETBs have shown good tolerability in multiple animal models as well as a generally favorable tolerability profile in our clinical studies to date. We believe the target specificity of ETBs, their ability to self-internalize, their potent and differentiated mechanism of cell kill and their tolerability profile provide opportunities for the clinical development of these agents to address multiple cancer types.

We have developed ETBs to various targets, including PD-L1, HER2, CD38, and CTLA-4. PD-L1 and CTLA-4 are key immune checkpoint pathways and are validated targets expressed in a variety of solid tumor cancers and immune cells. The differentiated MOA of our ETBs allows for a novel approach to immuno-oncology targets by: (i) dismantling the tumor micro-environment (TME) through the depletion of immunosuppressive immune cells and (ii) delivering high avidity MHC-I antigens to the tumor to directly alter the tumor's immunophenotype. The altering of the tumor's immunophenotype is unique and leverages the intrinsic intracellular routing properties of ETBs through a process we call Antigen Seeding.



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Immuno-Oncology ETBs

We filed an Investigational New Drug, or IND, application for MT-6402, our ETB targeting PD-L1, in December 2020 and the IND was accepted in January 2021. A Phase I study of MT-6402 in relapsed/refractory patients with PD-L1 expressing tumors began in July 2021 at a starting dose of 16 ?g/kg. The Phase I study for MT-6402 is a multi-center, open-label, dose escalation and dose expansion trial. Patients with confirmed PD-L1 expressing tumors or confirmed PD-L1 expression in the TME are eligible for enrollment. Following a review of the safety data from cohort 3 (32 ?g/kg), patient enrollment in cohort 4 initiated and is continuing at a dose of 42 ?g/kg with two patients currently enrolled. Following determination of the maximum tolerated dose (MTD), we will plan expansion cohorts to evaluate MT-6402, both as a monotherapy and as a combination approach with a PD-1 inhibitor, in tumor-specific and PD-L1 positive basket tumor cohorts. In November 2021, MT-6402 was granted Fast Track designation for the treatment of patients with advanced NSCLC expressing PD-L1. For MT-6402, dose escalation in the Phase I study continues as planned.

As of August 5, 2022, 16 patients have been treated across three dose escalation cohorts of 16 ?g/kg, 24 ?g/kg, and 32 ?g/kg in the MT-6402 study of patients with relapsed/refractory tumors that express PD-L1. Two of these patients had high tumor PD-L1 expression, with one of these patients having Antigen Seeding capability (HLA-A*02 and CMV+). Regarding safety, no dose limiting toxicities (DLTs) were observed in the six patients treated in the first cohort of 16 ?g/kg and one DLT of grade 2 dermatitis was observed in one patient in the second cohort at 24 ?g/kg. This patient had development of a grade 2 dermatitis of two days duration which began rapidly, 6 days after cycle 1, dose 1. The patient was treated with systemic steroids and treatment with MT-6402 was held until cycle 2, dose 1, whereupon the patient was re-challenged at the same dose without development of recurrent dermatitis. Cohort 3 (32 ?g/kg) was completed with no DLTs. We continue to observe pharmacodynamic (PD) effects including the depletion of PD-L1+ monocytes, MDSCs, PD-L1+ dendritic cells, and Tregs as well as T cell activation, in a dose-dependent manner. MT-6402 dosing appears to affect peripheral vascular endothelial growth factor (VEGF) levels particularly in patients with elevated VEGF at study entry. In these patients, VEGF levels appear to inversely correlate with MDSC depletion. These PD effects associated with immune activation were seen across the majority of patients irrespective of HLA genotype or level of tumor or immune cell PD-L1 staining. One of two patients with high tumor PD-L1 expression who also had Antigen Seeding capability, demonstrated tumor regression. This patient, with non-small cell lung cancer (NSCLC), was treated in cohort 1 and had evaluable-only multiple sites of bone disease that appeared to have resolved on bone scan with only one remaining site which showed decreased uptake. This patient remained on MT-6402 for 8 months when increased uptake was noted on bone scan and MT-6402 treatment was discontinued. A different patient with modest PD-L1 expression of 10% Tumor Proportion Score has remained on treatment with stable disease for greater than nine months. To date, we have not observed any cases of clinically significant cardiotoxicity in human subjects who have been dosed with MT-6402.

Targeted Solid Tumor ETBs

We filed an IND for MT-5111, our ETB targeting HER2, in March 2019 and the IND was accepted in April 2019. We began dosing study patients in a Phase I study of MT-5111 for the treatment of HER2-positive cancers in the fourth quarter of 2019. The ongoing Phase I study has two parts: Part 1 is dose escalation and Part 2 is dose expansion, which will begin when a MTD is established in Part 1. We most recently provided an update on this study in June 2022. As of that update, 35 patients (metastatic breast cancer n=15, metastatic biliary tract carcinoma n=6, metastatic gastric/gastroesophageal n=5, other n=9), with a median of 4 prior lines of therapy and a median of 2 prior HER2-targeting regimens, have been treated with MT-5111; patients with breast cancer received a median of 4 prior lines of HER2-targeting therapy or HER2-targeting investigational agents. Nine cohorts (0.5, 1, 2, 3, 4.5, 6.75, 10, 13, and 17 ?g/kg/week) have been successfully completed and enrollment in the tenth cohort (23 ?g/kg) has been initiated.



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Pharmacokinetic (PK) data confirm the predicted human PK based on non-human primate studies. PK modeling has suggested that doses equal to or greater than 10 ?g/kg are likely needed for efficacy. To date, we have not observed any cases of clinically significant cardiotoxicity in human subjects who have been dosed with MT-5111.

As of our June 2022 update, three patients experienced grade 1 troponin elevations without any corresponding symptoms, EKG changes, deterioration in cardiac function on echocardiogram, or other clinical manifestations of cardiac toxicity. No grade 4 or 5 AEs were reported. Following our June 2022 update, one DLT was observed of a grade 3 rash which occurred after cycle 1, dose 1, at a dose of 23 ?g/kg, improved to grade 1 on topical steroids, and the patient continued treatment into cycle 2. One patient with metastatic breast cancer in cohort 2 (1 µg/kg) remained on treatment for 30 weeks with non-complete response/non-progressive disease (stable disease) while another patient with metastatic breast cancer has remained on treatment at 10 ?g/kg for 26 weeks with stable disease. An additional patient with pancreatic cancer treated at 10 ?g/kg had stable disease for 24 weeks.

Serum concentration of MT-5111 showed predictable and dose-proportional increasing exposure beginning with the 6.75 ?g/kg cohort. Higher MT-5111 doses (6.75 ?g/kg and above) appear to saturate circulating soluble HER2 (sHER2) receptors with patients' HER2 levels stabilizing or decreasing at higher doses. The HER2-positive breast cancer expansion cohort initiated in November 2021 at a dose of 10 ?g/kg and three patients have remained on treatment with stable disease for greater than 28, 16, and 10 weeks, respectively. Dose escalation will continue to determine the MTD, while the breast cancer expansion cohort collects efficacy and safety data.

We are encouraged by the safety profile to date in these heavily pretreated patients and believe the observed PK in patients suggests potentially clinically active dose levels.

Hematologic Malignancy Targeted ETBs

MT-0169, our ETB targeting CD38, had its IND filed in May 2019 and was accepted in June 2019. The Phase I study for MT-0169 in relapsed/refractory multiple myeloma initiated in the fourth quarter of 2019, with the first patient dosed in February 2020. In December 2019, the FDA granted Orphan Drug Designation to MT-0169 for the treatment of multiple myeloma.

The revised protocol for the ongoing Phase I study for MT-0169 in patients with relapsed/refractory multiple myeloma or non-Hodgkins lymphoma is now open. The revised protocol began at the lower dose of MT-0169 at 5 ?g/kg to reduce the risk of adverse events observed at the initial dose and to enable patients to continue MT-0169 therapy for a longer duration that may drive tumor benefit. We are opening new sites for the Phase I study and enrollment resumed in July 2022, with one patient currently enrolled.

To date, we have not observed any cases of capillary leak syndrome (CLS) (any grade) in human subjects who have been dosed with MT-6402, MT-5111, or MT-0169.

Preclinical ETB Pipeline

MT-8421, our ETB targeting CTLA-4, along with MT-6402, represent our unique approach to immuno-oncology based on dismantling the TME through direct cell-kill of tumor and immune cells and not only the blocking of ligand-ligand interactions seen with current antibody therapeutics. The ETB approach includes potent destruction of CTLA-4+ Tregs via enzymatic ribosome destruction, and the mechanism of cell kill is independent of TME. There is also preferential activity on high CTLA-4 expressing Tregs in the TME. Preclinical data from MT-8421 shared at the American Association for Cancer Research annual meeting in April 2022 showed that in a transgenic mouse model expressing human CTLA-4 and bearing syngeneic subcutaneous tumors, MT-8421 treatment depleted immune suppressive regulatory T cells (Tregs) in the TME. MT-8421 was well tolerated in a non-human primate toxicology study and achieved serum levels well-above projected IC50 concentrations for Tregs in the TME. We anticipate a potential IND filing for MT-8421 by year-end 2022 with clinical studies expected to commence in the second quarter of 2023.

We expect to provide periodic updates on MT-6402, MT-8421, MT-5111 and MT-0169 throughout 2022. We continue to advance our pipeline of next-generation ETBs, including MT-8421, our ETB targeting CTLA-4, along with ETBs targeting TROP2, TIGIT, and BCMA.

We have built up multiple core competencies around the creation and development of ETBs. We developed the ETB technology in-house and continue to make iterative improvements in the scaffold and identify new uses of the technology. We also developed the proprietary process for manufacturing ETBs under Current Good Manufacturing Process, or cGMP regulatory standards and continue to make improvements to our manufacturing processes.

We have conducted multiple cGMP manufacturing runs with our compounds and believe this process is robust and could support commercial production with gross margins that are similar to those seen with antibodies.

Impact of COVID-19

In March 2020, the outbreak of COVID-19 caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization. It has impacted, and is continuing to impact, all aspects of society, including the operation of the healthcare system and other business and economic activity worldwide.

The extent to which the COVID-19 pandemic, and other similar outbreaks of contagious diseases, may impact our business, financial condition and results of operations will depend on the manner in which this pandemic continues to evolve and future developments in response thereto, which are highly uncertain and cannot be predicted with confidence and which may include, among other things, the ultimate severity, intensity and duration of this pandemic (including any resurgences); impact of the new COVID-19 variants, the rollout of COVID-19 vaccines? governmental, business or other actions that have been, or will be, taken in response to



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this pandemic, including restrictions on travel and mobility, business closures and imposition of social distancing measures? impacts of the pandemic on the vendors or distribution channels in our or our partners' supply chain and ability to continue to manufacture our investigational products? impacts of the pandemic on the conduct of our clinical trials, including with respect to enrollment rates, staffing shortages, availability of investigators and clinical trial sites or monitoring of data? and impacts of the pandemic on the regulatory agencies with which we interact in the development, review, approval and commercialization of our therapeutic products.

We continue to monitor the evolving pandemic situation and are able to implement any risk mitigation actions Company-wide, if necessary, in accordance with applicable government and health laws and regulations.

Financial Operations Overview

Revenue

To date, we have not generated any revenue from product sales to customers. We do not expect to receive any revenue from any ETB candidates that we or our current or future collaboration partners develop, including MT-6402, MT-5111, MT-0169, MT-8421 and other pre-clinical ETB candidates, until we obtain regulatory approval and commercialize such biologics. Our revenue consists principally of collaboration revenue and grant revenue.

Research and Development revenue primarily relates to our collaboration agreement with Bristol Myers Squibb which is accounted for using the percentage-of-completion cost-to-cost method.

Grant revenue relates to our CPRIT grant for a CD38 ETB (MT-0169). CPRIT grant funds for MT-0169 are provided to us in arrears as cost reimbursement where revenue is recognized as allowable costs are incurred. Revenue recognized in excess of amounts collected are recorded as unbilled revenue.

For more information about our revenue recognition policy, please see Note 1, "Organization and Summary of Significant Accounting Policies" to our audited consolidated financial statements for the year ended December 31, 2021, included in our Annual Report on Form 10-K.

Research and Development Expenses

Research and development expenses consist principally of:


    •   salaries for research and development staff and related expenses,
        including stock-based compensation expenses;


    •   costs for current good manufacturing practices ("cGMP") manufacturing of
        drug substances and drug products by contract manufacturers;


    •   fees and other costs paid to clinical trials sites and clinical research
        organizations, ("CROs"), in connection with the performance of clinical
        trials and preclinical testing;


  • costs for consultants and contract research;


  • costs of laboratory supplies and small equipment, including maintenance; and


  • depreciation of long-lived assets.

Our research and development expenses may vary substantially from period to period based on the timing of our research and development activities, including the initiation and enrollment of subjects in clinical trials and manufacture of drug or biologic materials for clinical trials. We expect research and development expenses to increase as we advance the clinical development of MT-6402, MT-5111, and/or MT-0169, and further advance the research and development of our pre-clinical ETB candidates, such as MT-8421, and our other earlier stage drugs or biologics. The successful development of our ETB candidates is highly uncertain. At this time, we cannot reasonably estimate the nature, timing and costs of the efforts that will be necessary to complete the development of, or the period, if any, in which material net cash inflows may commence from any of our ETB candidates. This is due to numerous risks and uncertainties associated with developing drugs, including the uncertainty of:


    •   the scope, rate of progress and expense of our research and development
        activities;


  • clinical trials and early-stage results;


  • the terms and timing of regulatory approvals; and


    •   the ability to market, commercialize and achieve market acceptance for
        MT-6402, MT-5111, MT-0169, MT-8421, or any other ETB candidate that we or
        our current or future collaboration partners may develop in the future.


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Any of these variables with respect to the development of MT-6402, MT-5111, MT-0169, MT-8421, or any other ETB candidate that we may develop could result in a significant change in the costs and timing associated with the development of such candidates. For example, if the FDA, the European Medicines Agency ("EMA") or other regulatory authority were to require us to conduct pre-clinical and clinical studies beyond those which we currently anticipate will be required for the completion of clinical development or if we experience significant delays in enrollment in any clinical trials, we could be required to expend significant additional financial resources and time on the completion of our clinical development programs.

General and Administrative Expenses

Our general and administrative expenses consist principally of:


    •   salaries for employees other than research and development staff,
        including stock-based compensation expenses;


    •   professional fees for auditors and other consulting expenses related to
        general and administrative activities;


    •   professional fees for legal services related to the protection and
        maintenance of our intellectual property and regulatory compliance;


  • cost of facilities, communication and office expenses;


  • information technology services; and


  • depreciation of long-lived assets.

We expect that our general and administrative costs will increase in the future as our business expands and we increase our headcount to support the expected growth in our operating activities. Additionally, we expect these expenses will also increase in the future as we incur additional costs associated with operating as a public company. These increases will likely include additional legal fees, accounting and audit fees, management board and supervisory board liability insurance premiums and costs related to investor relations. In addition, we expect to grant stock-based compensation awards to key management personnel and other employees.

Other Income (Expense)

Other income (expense) mainly includes interest income earned on our cash and marketable securities balances held, and interest expense on our outstanding borrowings.



Results of Operations

Revenues

The table below summarizes our revenues as follows (in thousands):


                                        Three Months Ended                Six Months Ended
                                             June 30,                         June 30,
                                       2022             2021            2022            2021
Research and development
revenue, related party             $          -      $    12,899     $         -     $    13,136
Research and development
revenue, other                            4,417            2,235     $    12,903           5,218
Total revenue                      $      4,417      $    15,134     $    12,903     $    18,354

Research and Development Revenue - from related party

The decrease in research and development revenue - from related parties for the three and six months ended June 30, 2022 was due to Takeda ceasing to be a related party during 2021.

For more information about our prior and current collaboration agreements, please see Note 3 "Research and Development Agreements" to our unaudited consolidated financial statements for the three and six months ended June 30, 2022, included in this Quarterly Report on Form 10-Q.

Research and Development Revenue - other

The increase for the three and six months ended June 30, 2022 in research and development revenue - other was a result of increases in the revenue associated with our BMS Collaboration Agreement.

For more information about our prior and current collaboration agreements, please see Note 3 "Research and Development Agreements" to our unaudited consolidated financial statements for the three and six months ended June 30, 2022, included in this Quarterly Report on Form 10-Q.



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Operating Expenses

The table below summarizes our operating expenses as follows (in thousands):


                                        Three Months Ended          Six Months Ended
                                             June 30,                   June 30,
                                         2022          2021         2022         2021

Research and development expenses $ 21,365 $ 21,127 $ 42,862 $ 42,447 General and administrative expenses 6,566 8,922 14,186 17,151 Total operating expenses

$   27,931     $ 30,049     $ 57,048     $ 59,598

Research and Development Expenses



The table below summarizes our research and development expenses as follows (in
thousands):
                                            Three Months Ended          Six Months Ended
                                                 June 30,                   June 30,
                                             2022          2021         2022         2021
Program costs                             $    6,455     $  7,280     $ 12,921     $ 14,591
Employee compensation                          9,163       10,083       20,202       21,182
Laboratory costs                               3,164        1,521        4,021        2,557
Other research and development costs           2,583        2,243        5,718        4,117

Total research and development expenses $ 21,365 $ 21,127 $ 42,862 $ 42,447

Research and development ("R&D") expenses increased $0.2 million during the three months ended June 30, 2022 compared to the three months ended June 30, 2021 and $0.4 million during the six months ended June 30, 2022 compared to the six months ended June 30, 2021 primarily due to an increase in laboratory costs and other research and development costs.

Program costs decreased $0.8 million during the three months ended June 30, 2022 compared to the three months ended June 30, 2021 and decreased $1.7 million during the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The program costs primarily driving the decrease for the three months ended June 30, 2022 were $1.0 million for MT-3724, $0.5 million for Other, $0.3 million for Vertex, $0.3 million for MT-6402 and $0.3 million for MT-0169 partially offset by increases of $0.9 million for CTLA-4, $0.6 million for MT-5111, and $0.1 million for Bristol Myers Squibb. The program costs primarily driving the decrease for the six months ended June 30, 2022 were $1.7 million for Other, $1.5 million for MT-3724, $1.0 million for Vertex and $0.7 million for MT-0169 partially offset by increases of $1.0 million for MT-6402, $1.0 million for MT-5111, $1.0 million for Bristol Myers Squibb and $0.2 million for CTLA-4.

Employee compensation costs decreased by $0.9 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021, respectively as a result of staffing changes. The staffing decrease resulted in a decrease in employee compensation costs of $1.0 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021, respectively.

Other R&D costs increased $0.3 million during the three months ended June 30, 2022 compared to the three months ended June 30, 2021. The main driver of this increase is due to higher depreciation expense related to the lab buildout and related equipment, which also resulted in an increase in Other R&D costs of $1.6 million during the six months ended June 30, 2022 compared to the six months ended June 30, 2021.

General and Administrative Expenses

General and administrative expenses decreased $2.4 million during the three months ended June 30, 2022 compared to the three months ended June 30, 2021 and $3.0 million during the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The main driver of this decrease is due to a decrease in headcount resulting in a decrease in employee compensation costs.

Nonoperating activities

The table below summarizes our nonoperating activities as follows (in thousands):


                                   Three Months Ended          Six Months Ended
                                        June 30,                   June 30,
                                    2022           2021        2022         2021

Interest and other income, net $ 186 $ 81 $ 256 $ 133 Interest expense

                      (1,092 )      (767 )     (2,142 )     (1,268 )

Total nonoperating activities $ (906 ) $ (686 ) $ (1,886 ) $ (1,135 )




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Interest and Other Income and Interest Expense

The increase in interest and other income for the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, was primarily due to higher interest related to our marketable securities.

The increase in interest expense for the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, was primarily due to the increase in our debt holdings.

Liquidity and Capital Resources

Sources of Funds

We have devoted substantially all of our resources to developing our ETB candidates and platform technology, building our intellectual property portfolio, developing our supply chain, conducting business planning, raising capital and providing for general and administrative support for these operations. We plan to increase our research and development expenses for the foreseeable future as we continue to advance MT-6402, MT-5111, MT-0169, MT-8421 and our earlier-stage pre-clinical programs. At this time, due to the inherently unpredictable nature of preclinical and clinical development and given the early stage of our programs and drug or biologic candidates, we cannot reasonably estimate the costs we will incur and the timelines that will be required to complete development, obtain marketing approval and commercialize our drugs or biologics, if and when approved. For the same reasons, we are also unable to predict when, if ever, we will generate revenue from product sales or whether, or when, if ever, we may achieve profitability. Clinical and preclinical development timelines, the probability of success, and development costs can differ materially from expectations.

In addition, we cannot forecast which drugs or biologics, if and when approved, may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.

We expect to incur substantial additional losses in the future as we expand our research and development cost-sharing activities with our collaboration partner. We believe such investment is strategically aligned with increasing the value of our technology. For the six months ended June 30, 2022 and 2021, we incurred net losses of $46.0 million and $42.4 million, respectively. At June 30, 2022, we had an accumulated deficit of $398.1 million.

To date, we have financed our operations through public offerings of common and preferred stock, private placements of equity securities, a reverse merger, and upfront and milestone payments received from our prior and current collaboration agreements, as well as funding from governmental bodies and bank and bridge loans.

In May 2020, we entered into a debt financing facility for up to $45.0 million with K2 HealthVentures, a healthcare-focused specialty finance company (the "K2 Loan and Security Agreement"). The K2 Loan and Security Agreement was drawable in three tranches and to date we have drawn down $35.0 million with the remaining tranche of $10.0 million having lapsed as of December 31, 2021. Pursuant to the terms of the K2 Loan and Security Agreement, the principal accrues interest at an annual rate equal to the greater of 8.45% or the sum of the Prime Rate plus 5.2%. On April 4, 2022, the K2 Loan and Security Agreement was amended in exchange for a $0.3 million amendment fee so that (i) payments will be interest only until the loan's maturity date of June 1, 2024, and (ii) the covenant regarding minimum liquidity will apply for the entire term of the K2 Loan and Security Agreement.

We expect to incur significant expenses and operating losses for the foreseeable future as we advance our lead ETB candidates through clinical trials, progress our pipeline ETB candidates from discovery through pre-clinical development, and seek regulatory approval and pursue commercialization of our ETB candidates. In addition, if we obtain regulatory approval for any of our ETB candidates, we expect to incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution. In addition, we may incur expenses in connection with the in-license or acquisition of additional technology to augment or enable development of future ETB candidates. Furthermore, we expect to incur additional costs associated with operating as a public company, including significant legal, accounting, investor relations and other expenses that we did not incur as a private company.

As a result, we will need additional financing to support our continuing operations. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of public or private equity and debt financings or other sources, which may include collaborations with third parties. Adequate additional financing may not be available to us on acceptable terms, or at all. Our inability to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. We will need to generate significant revenue to achieve profitability, and we may never do so.

At June 30, 2022 and December 31, 2021, we had cash, cash equivalents and marketable securities of $104.4 million and $152.0 million, respectively. We expect that our existing cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements to the end of 2023. We have based this estimate on assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect.



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Cash Flows

Comparison of Six Months Ended June 30, 2022 and 2021

The table below summarizes our cash flows for the six months ended June 30, 2022 and 2021 (in thousands):


                                                                Six Months Ended
                                                                    June 30,
                                                               2022          2021
Net cash used in/provided by operating activities            $ (46,165 )   $  16,884
Net cash used in/provided by investing activities               47,392       (90,710 )
Net cash used in/provided by financing activities                 (274 )      91,698

Net increase in cash, cash equivalents and restricted cash $ 953 $ 17,872

The decrease in net cash used in operating activities for the six months ended June 30, 2022 was primarily due to a decrease in revenue recognized.

The increase in net cash provided by investing activities for the six months ended June 30, 2022 was primarily due to increased investment activity in marketable securities.

The decrease in net cash provided by financing activities for the six months ended June 30, 2022 was primarily due to no proceeds from the issuance of common stock and debt.

Operating and Capital Expenditure Requirements

We have not achieved profitability since our inception and had an accumulated deficit of $398.1 million at June 30, 2022. We expect to continue to incur significant operating losses for the foreseeable future as we continue our research and development efforts and seek to obtain regulatory approval and commercialization of our ETB candidates.

We expect our expenses to increase substantially in connection with our ongoing development activities related to MT-6402, MT-5111, MT-0169, and MT-8421, our collaboration with Bristol Myers Squibb, our other pre-clinical programs, and expanding our operating capabilities. In addition, we expect to incur additional costs associated with operating as a public company. We anticipate that our expenses will increase substantially if and as we:


  • support the PD-L1 program and the ongoing Phase I study for MT-6402;


  • support the ongoing Phase I study of MT-5111;


  • file an IND for MT-8421, our ETB targeting CTLA-4;


  • support the ongoing Phase I study of MT-0169;


    •   continue the research and development of ETB candidates targeting TROP2,
        TIGIT, BCMA, and other targets, including completing pre-clinical studies
        and commencing clinical trials;


    •   research activities through the designation of the development
        candidate(s) with Bristol Myers Squibb;


    •   seek to enhance our technology platform using our antigen-seeding
        technology approach to immuno-oncology;


    •   seek regulatory approvals for any ETB candidates that successfully
        complete clinical trials;


    •   potentially establish a sales, marketing and distribution infrastructure
        and scale up manufacturing capabilities to commercialize any drugs for
        which we may obtain regulatory approval;


    •   add clinical, scientific, operational, financial and management
        information systems and personnel, including personnel to support our
        product development and potential future commercialization efforts and to
        support our increased operations;


    •   experience any delays or encounter any issues resulting from any of the
        above, including but not limited to failed studies, complex results,
        safety issues or other regulatory challenges;


  • service long-term debt; and


  • complete the expansion of the Company's research and development spaces.


Because of the numerous risks and uncertainties associated with the development of MT-6402, MT-5111, MT-0169, and MT-8421, our collaboration with Bristol Myers Squibb and our other pre-clinical programs, and because the extent to which we may enter into collaborations with third parties for development of these ETB candidates is unknown, we are unable to estimate the amount of increased capital outlays and operating expenses associated with completing the research and development of our ETB candidates.



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Our future capital requirements for MT-6402, MT-5111, MT-0169, MT-8421 or our other pre-clinical programs will depend on many factors, including:


    •   the progress, timing and completion of pre-clinical testing and clinical
        trials for our current or any future ETB candidates;


  • the number of potential new ETB candidates we identify and decide to develop;


    •   the costs involved in growing our organization to the size needed to allow
        for the research, development and potential commercialization of our
        current or any future ETB candidates;


    •   the costs involved in filing patent applications and maintaining and
        enforcing patents or defending against claims or infringements raised by
        third parties;


    •   the time and costs involved in obtaining regulatory approval for our ETB
        candidates and any delays we may encounter as a result of evolving
        regulatory requirements or adverse results with respect to any of these
        ETB candidates;


    •   any licensing or milestone fees we might have to pay during future
        development of our current or any future ETB candidates;


    •   selling and marketing activities undertaken in connection with the
        anticipated commercialization of our current or any future ETB candidates
        and costs involved in the creation of an effective sales and marketing
        organization; and


    •   the amount of revenues, if any, we may derive either directly or in the
        form of royalty payments from future sales of our ETB candidates, if
        approved.

Identifying potential ETB candidates and conducting pre-clinical testing and clinical trials is a time-consuming, expensive and uncertain process that takes years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve product sales. In addition, our ETB candidates, if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of drugs or biologics that we do not expect to be commercially available for many years, if ever. Accordingly, we will need to obtain substantial additional funds to achieve our business objectives.

Adequate additional funds may not be available to us on acceptable terms, or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, stockholders' ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect their rights as stockholders. Additional debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends and may require the issuance of warrants, which could potentially dilute stockholders' ownership interest.

If we raise additional funds through collaborations, governmental grants, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or ETB candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development programs or any future commercialization efforts or grant rights to develop and market ETB candidates that we would otherwise prefer to develop and market ourselves.

Critical Accounting Policies and Use of Estimates

Our discussion and analysis of our financial condition and results of operations are based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses based on historical experience and on various assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. For further information on our critical accounting policies, see the discussion of critical accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2021, which we filed with the SEC on March 29, 2022.

Recently Adopted Accounting Pronouncements

For a discussion of recently adopted accounting pronouncements see the discussion in our Annual Report on Form 10-K for the year ended December 31, 2021, which we filed with the SEC on March 29, 2022.



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Recent Accounting Pronouncements Not Yet Adopted

For a discussion of recently issued accounting pronouncements and interpretations not yet adopted by us, see Note 1, "Organization and Summary of Significant Accounting Policies", to our unaudited condensed financial statements for the quarter ended June 30, 2022, included in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

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