You should read the following discussion and analysis of our financial condition
and results of operations together with our unaudited condensed financial
statements and related notes appearing elsewhere in this Quarterly Report on
Form 10-Q, or Quarterly Report, and our final prospectus for our initial public
offering ("Prospectus"), dated August 2, 2021 and filed with the United States
Securities and Exchange Commission, or SEC, pursuant to Rule 424(b)(4) under the
Securities Act of 1933, as amended, or the Securities Act. Some of the
information contained in this discussion and analysis or set forth elsewhere in
this Quarterly Report, including information with respect to our plans and
strategy for our business and related financing, 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, 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. Please also see the "Special Note Regarding
Forward-Looking Statements" section of this Quarterly Report.

                                    Overview

Omega Therapeutics is pioneering a new systematic approach to use mRNA
therapeutics as programmable epigenetic medicines by leveraging our OMEGA
Epigenomic Programming platform ("OMEGA platform"). mRNA refers to Messenger
RNA, a single-stranded RNA (ribonucleic acid that carries instructions for the
synthesis of proteins) corresponding to the sequence of a gene. Our OMEGA
platform harnesses the power of epigenetics, the mechanism that controls gene
expression and every aspect of an organism's life from cell genesis, growth and
differentiation to cell death. We have deciphered the three-dimensional
architecture of the human genome and its accompanying regulators, which are
organized into distinct and evolutionarily conserved structures called Insulated
Genomic Domains, or IGDs. IGDs are the fundamental structural and functional
units of gene control and cell differentiation and act as the "control room" of
biology. Most diseases are caused by aberrant gene expression rooted in
alterations in IGDs. The OMEGA platform has enabled us to systematically
identify and validate thousands of novel DNA-sequence-based epigenomic "zip
codes" within IGDs. We call these epigenomic targets EpiZips. We rationally
design and engineer our mRNA therapeutics, which are modular and programmable
epigenetic medicines, called Omega Epigenomic Controllers, or OECs, to target
EpiZips for Precision Genomic Control. This enables us to precisely tune genes
to a desired level of expression and to control the duration of expression.
Through this approach, we believe that the OMEGA platform has broad potential
applicability across a range of diseases and conditions. Our pipeline currently
consists of early-stage, preclinical programs that span regenerative medicine,
multigenic diseases including immunology, oncology, and select monogenic
diseases. We have conducted in vivo preclinical studies of our OECs in multiple
disease models for various indications, including hepatocellular carcinoma, or
HCC, non-small cell lung cancer, or NSCLC, and acute respiratory distress
syndrome, or ARDS, and we expect to conduct in vivo preclinical studies for
multiple additional programs. If successful, we plan to initiate investigational
new drug ("IND") enabling studies for multiple programs beginning in 2021, and
we expect to submit an IND for our OEC candidate for the treatment of HCC in the
first half of 2022. We are also planning a second IND filing for another OEC
candidate targeted for the second half of 2022 and to declare additional OEC
development candidates in the first half of 2022.

Since our inception, we have incurred significant operating losses. We have not
commercialized any products and have never generated any revenue from product
sales. We have devoted almost all of our financial resources to research and
development, including our preclinical development activities and preparing for
clinical trials of our product candidates. To date, we have funded our
operations primarily with proceeds from sales of equity securities and
borrowings under our loan and security agreement.

As of June 30, 2021, we had cash and cash equivalents of $122.4 million. On
August 3, 2021, we closed our initial public offering, or IPO, of 7,400,000
shares of our common stock at a public offering price of $17.00 per share. The
gross proceeds from the IPO were $125.8 million and the net proceeds were
approximately $113.4 million, after deducting underwriting discounts and
commissions and other offering expenses payable by us. On August 17, 2021, we
issued and sold 900,976 shares of our common stock pursuant to the partial
exercise of the underwriters' option to purchase additional shares, at a public
offering price of $17.00 per share, for aggregate gross proceeds of $15.3
million. We received appropriately $14.2 million in net proceeds after deducting
underwriting discounts and commissions.

Our ability to generate product revenue will depend on the successful
development, regulatory approval, and eventual commercialization of one or more
of our product candidates. Until such time, if ever, as we can generate
substantial product revenue, we expect to finance our operations through equity
offerings, debt financings, marketing and distribution arrangements and other
collaborations, strategic alliances and licensing arrangements, or other
sources.

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Additional sources of financing might not be available to us on favorable terms,
if at all. 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 or future commercialization efforts or grant rights to
develop and market product candidates that we would otherwise prefer to develop
and market ourselves.

We expect to continue to incur significant additional operating losses for the
foreseeable future as we seek to advance product candidates through clinical
development, continue preclinical development, expand our research and
development activities, develop new product candidates, complete preclinical
studies and clinical trials, seek regulatory approval and, if we receive
regulatory approval, commercialize our products. Our expenses will also increase
substantially if or as we:

     • continue our research and development efforts and submit INDs for our
       product candidates;


  • initiate and conduct clinical trials of our product candidates;


  • continue to engineer and develop additional product candidates;


  • continue to develop the OMEGA platform;

• seek regulatory and marketing approvals for product candidates that

successfully complete clinical trials, if any;

• establish manufacturing and supply chain capacity sufficient to provide

clinical and, if applicable, commercial quantities of product candidates,


       including building our own manufacturing facility;


     • establish a sales, marketing, internal systems and distribution
       infrastructure to commercialize any products for which we may obtain
       regulatory approval, if any, in geographies in which we plan to
       commercialize our products ourselves;

• maintain, expand, protect and enforce our intellectual property estate;

• hire additional staff, including clinical, scientific, technical,

regulatory, operational, financial, commercial, and support personnel, to

execute our business plan and support our product development and potential


       future commercialization efforts;


  • enter into collaborations or licenses for new technologies;

• make royalty, milestone, or other payments under our current and any future

in-license agreements;

• incur additional legal, accounting, and other expenses in operating our


       business; and


  • continue to operate as a public company.


                       Impact of COVID-19 on our business

The worldwide COVID-19 pandemic, including the identification of new variants of
the virus, may affect our ability to initiate and complete preclinical studies,
delay the initiation of our future clinical trials, or have other adverse
effects on our business, results of operations, financial condition, and
prospects. In addition, the pandemic has caused substantial disruption in the
financial markets and may adversely impact economies worldwide, both of which
could adversely affect our business, operations and ability to raise funds to
support our operations.

To date, we have not experienced material business disruptions as a result of
the pandemic. We are following, and plan to continue to follow, recommendations
from federal, state and local governments regarding workplace policies,
practices and procedures. In response to the direction from state and local
governmental authorities, we have restricted access to our facility to those
individuals who must perform critical research and laboratory support activities
that must be completed on site, limited the number of such people that can be
present at our facility at any one time and required that most of our employees
work remotely. In addition, the third-party contract research organizations, or
CROs, and contract development and manufacturing organizations, or CDMOs, that
we engage have faced in the past and may face in the future disruptions that
could affect our ability to initiate and complete preclinical studies, including
disruptions in procuring items that are essential for our research and
development activities, such as, for example, raw materials used in the
manufacture of our product candidates and laboratory supplies for our
preclinical studies, for which there may be shortages because of ongoing efforts
to address the COVID-19 pandemic.

We cannot be certain what the overall impact of the COVID-19 pandemic, or the variants of the virus, will be on our business, and the pandemic has the potential to adversely affect our business, financial condition, results of operations, and prospects.


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                    Components of our results of operations

Revenue

To date, we have not generated any revenue from any sources, including product
sales, and do not expect to generate any revenue from the sale of products for
the foreseeable future. If our development efforts for our product candidates
are successful and result in regulatory approval or collaboration or license
agreements with third parties, we may generate revenue in the future from
product sales, payments from collaboration or license agreements that we may
enter into with third parties or any combination thereof. We cannot predict if,
when or to what extent we will generate revenue from the commercialization and
sale of our product candidates. We may never succeed in obtaining regulatory
approval for any of our product candidate.

Operating expenses

Research and development expenses

Research and development expenses consist primarily of costs incurred in performing research and development activities, which include:

• personnel-related expenses, including salaries, bonuses, benefits, and

stock-based compensation for employees engaged in research and development


       functions;


     • expenses incurred in connection with the discovery and preclinical

development of our research programs, including under agreements with third

parties, such as consultants, contractors, CROs and CDMOs that manufacture


       material for use in our discovery and preclinical development;


  • laboratory supplies and research materials;


  • costs of licensing technology; and


     • facilities, depreciation, and other expenses which include direct and
       allocated expenses.


We expense research and development costs as incurred. Costs for research and
development activities are recognized based on an evaluation of the progress to
completion of specific tasks. Payments for these activities are based on the
terms of the individual agreements, which may differ from the pattern of costs
incurred, and are reflected in our unaudited condensed financial statements as
prepaid or accrued research and development expenses. Nonrefundable advance
payments that we make for goods or services to be received in the future for use
in research and development activities are recorded as prepaid expenses and
expensed as the related goods are delivered or the services are performed.

We do not track the research and development expenses on a program-by-program
basis for our product candidates, and we do not allocate costs associated with
our discovery efforts, laboratory supplies and facilities, including
depreciation or other indirect costs, to specific programs because these costs
are deployed across multiple programs and the OMEGA platform. We use internal
resources primarily to conduct our research and discovery activities as well as
for managing our preclinical development, process development, manufacturing and
clinical development activities. These employees work across multiple programs
and our technology platform and, therefore, we do not track these costs by
program.

We expect that our research and development expenses will continue to increase
as we continue our current discovery and research programs, initiate new
research programs, continue preclinical development of our product candidates
and conduct future clinical trials for any of our product candidates.

General and administrative expenses



General and administrative expenses consist primarily of salaries and other
related costs such as bonuses and benefits, including stock-based compensation,
for personnel in our executive, finance, legal, human resources, corporate
business development, and administrative functions. General and administrative
expenses also include professional fees for legal, patent, accounting,
information technology, auditing, tax, consulting services, and facility-related
expenses, which include direct depreciation costs and allocated expenses for
rent and maintenance of facilities and other operating costs.

We expect that our general and administrative expenses will increase in the
future as we increase our headcount to support our continued research and
development and potential commercialization of our product candidates. We also
expect to continue to incur increased expenses associated with being a public
company, including costs of accounting, audit, legal, regulatory, and tax
compliance services, director and officer insurance costs, and investor and
public relations costs.

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Related party expense, net



Related party expense, net consists primarily of fees paid to Flagship
Pioneering, or Flagship, for their management services provided to us, as well
as reimbursements for certain expenses, including insurance and benefits,
partner and related fees, and software licenses incurred on our behalf.
Additionally, our principal office and laboratory space is leased with an
affiliate of Flagship, and we also sublease our other office and laboratory
space to two other parties which are affiliates of Flagship. The rent expense
and costs related to our principal office and laboratory space, including real
estate taxes, insurance, and normal maintenance costs, are considered as related
party expenses. Such related party expenses are offset with sublease income
received from our related parties, which is comprised of base rent and costs
related to the subleased premises such as real estate taxes, cost of operations,
maintenance, repair, replacement, and property management.

Other expense, net

Interest expense, net

Interest expense, net primarily consists of interest payments as well as the amortization of the debt discount related to our loan and security agreement.

Other expense, net

Other expense, net primarily consists of the remeasurement gains or losses associated with changes in the fair value of the warrant liability and the success fee obligation related to our loan and security agreement. Until settlement, fluctuations in the fair value of our warrant liability and success fee obligation are based on the remeasurement at each reporting period.


                             Results of operations

Comparison for the three months ended June 30, 2021 and 2020

The following table summarizes the results of our operations for the three months ended June 30, 2021 and 2020, together with the changes in those items in thousands of dollars and as a percentage.





                                                Three months ended June 30,          $ Increase /
                                                 2021                 2020            (Decrease)        % Change
Operating expenses:
Research and development                    $        11,184       $       4,895     $        6,289            128 %
General and administrative                            3,637               1,010              2,627            260 %
Related party expense, net                              384                 225                159             71 %
Total operating expenses                             15,205               6,130              9,075            148 %
Loss from operations                                (15,205 )            (6,130 )            9,075            148 %
Other expense, net:
Interest expense, net                                  (190 )              (194 )               (4 )            2 %
Change in fair value of warrant liability               (11 )                 1                 12           1200 %
Other expense, net                                       (4 )                 -                  4            100 %
Total other expense, net                               (205 )              (193 )               12              6 %
Net loss and comprehensive loss             $       (15,410 )     $      (6,323 )   $        9,087




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Research and development expenses



Research and development expenses were $11.2 million and $4.9 million for the
three months ended June 30, 2021 and 2020, respectively. The following table
summarizes our research and development expenses by nature (in thousands).



                                                            Three months ended June 30,
                                                              2021                2020
Personnel-related expenses                               $        2,152

$ 1,469 Discovery and preclinical development costs, including third-party costs (consultants, contractors, and CDMO)

            6,092     

1,389


Other research and development costs, including
laboratory materials and supplies                                 2,062     

1,358


Costs of licensing technology                                        26                   -
Facilities and overhead expenses                                    852                 679
Total research and development expenses                  $       11,184       $       4,895

Research and development expenses increased $6.3 million from the second quarter of 2020 to the second quarter of 2021, which was primarily driven by the following:

• Increase of $0.7 million in personnel-related expenses due to the growth in

the number of employees in the research and development functions and the

related stock-based compensation.

• Increase of $4.7 million in discovery and preclinical development costs and

$0.7 million in laboratory materials and supplies attributable to an

increase in research and development activities.

General and administrative expenses



General and administrative expenses were $3.6 million and $1.0 million for the
three months ended June 30, 2021 and 2020, respectively. The year-over-year
increase of $2.6 million was primarily driven by an increase of $2.0 million in
personnel-related expenses, including recruiting fees and stock-based
compensation, due to growth in the general and administrative functions. The
remaining $0.6 million increase is primarily attributable to higher spending in
corporate legal services and other costs associated with ongoing business
activities.

Related party expense, net



Related party expenses, net was $0.4 million and $0.2 million for the three
months ended June 30, 2021 and 2020, respectively. The increase of $0.2 million
was primarily driven by $0.6 million of lease expense and related costs incurred
for our principal office and laboratory space, in which the lease term started
in August 2020. The increase was offset by the $0.5 million sublease income
earned from LARONDE, Inc., for which the sublease agreement started in September
2020.

Interest expense, net

Interest expense, net was relatively consistent for both of the three-month
periods ended June 30, 2021 and 2020, which was $0.2 million, and was primarily
the result of interest incurred and the amortization of debt discount related to
our loan and security agreement.

Change in fair value of warrant liability

During the three months ended June 30, 2021, there was an immaterial increase in the fair value of our warrant liability.

Other expense, net

Other expense, net was not significant for both of the three-month periods ended June 30, 2021 and 2020.



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Comparison for the six months ended June 30, 2021 and 2020

The following table summarizes the results of our operations for the six months ended June 30, 2021 and 2020, together with the changes in those items in thousands of dollars and as a percentage.





                                              Six months ended June 30,         $ Increase /
                                                2021               2020          (Decrease)         % Change
Operating expenses:
Research and development                    $      20,933       $    8,416     $        12,517            149 %
General and administrative                          6,452            2,375               4,077            172 %
Related party expense, net                            763              567                 196             35 %
Total operating expenses                           28,148           11,358              16,790            148 %
Loss from operations                              (28,148 )        (11,358 )            16,790            148 %
Other expense, net:
Interest expense, net                                (402 )           (387 )                15              4 %
Change in fair value of warrant liability            (340 )              4                 344           8600 %
Other expense, net                                     (8 )              -                   8            100 %
Total other expense, net                             (750 )           (383 )               367             96 %
Net loss and comprehensive loss             $     (28,898 )     $  (11,741 )   $        17,157

Research and development expenses

Research and development expenses were $20.9 million and $8.4 million for the six months ended June 30, 2021 and 2020, respectively. The following table summarizes our research and development expenses by nature (in thousands).





                                                            Six months ended June 30,
                                                            2021                2020
Personnel-related expenses                              $       3,898       $       2,659
Discovery and preclinical development costs,
including third-party costs (consultants,
contractors, and CDMO)                                         10,773       

2,203


Other research and development costs, including
laboratory materials and supplies                               3,175       

2,201


Costs of licensing technology                                   1,458                   -
Facilities and overhead expenses                                1,629       

1,353


Total research and development expenses                 $      20,933       $       8,416

The research and development expenses increased $12.5 million from the first half of 2020 to the first half of 2021, which was primarily driven by the following:

• Increase of $1.2 million in personnel-related expenses due to the growth in

the number of employees in the research and development functions and the

related stock-based compensation.

• Increase of $8.6 million in discovery and preclinical development costs and

$1.0 million in laboratory materials and supplies attributable to an
       increase in research and development activities.

• Increase of $1.5 million in costs of licensing technology due to the option

exercise fee incurred upon the execution of the first non-exclusive license

agreement with Acuitas Therapeutics, Inc.

General and administrative expenses



General and administrative expenses were $6.5 million and $2.4 million for the
six months ended June 30, 2021 and 2020, respectively. The increase of $4.1
million compared to the prior year period was primarily driven by an increase of
$2.9 million in employee related expenses, including recruiting fees and
stock-based compensation, due to the growth in the number of employees in the
general and administrative functions. The remaining $1.2 million increase was
primarily driven by an increase in professional fees related to audit and legal
services as we prepared to operate as a public company and costs associated with
ongoing business activities.

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Related party expense, net



Related party expenses, net was $0.8 million and $0.6 million for the six months
ended June 30, 2021 and 2020, respectively. The increase of $0.2 million was
primarily driven by the $1.2 million of lease expense and the related costs
incurred for our principal office and laboratory space, in which the lease term
started in August 2020. The increase was offset by the $1.0 million sublease
income earned from LARONDE, Inc., for which the sublease agreement started in
September 2020.

Interest expense, net

Interest expense, net was relatively consistent for both of the six-month
periods ended June 30, 2021 and 2020, which was $0.4 million, and was primarily
the result of interest incurred and the amortization of debt discount related to
our loan and security agreement.

Change in fair value of warrant liability



During the six months ended June 30, 2021, we recorded an expense of $0.3
million from an increase in the fair value of our warrant liability, primarily
due to the increase in the value of our redeemable convertible preferred stock
underlying the outstanding warrants.

Other expense, net

Other expense, net was not significant for both of the six-month periods ended June 30, 2021 and 2020.





                        Liquidity and capital resources

Sources of liquidity

Since our inception, we have incurred significant operating losses. We expect to
incur significant expenses and operating losses for the foreseeable future as we
support our continued research activities and development of our programs and
platform. We have not yet commercialized any products, and we do not expect to
generate product revenue for several years, if at all. To date, we have funded
our operations primarily with proceeds from sales of equity securities,
including our IPO, and borrowings under our loan and security agreement.

On August 3, 2021, we closed our IPO of 7,400,000 shares of our common stock at
a public offering price of $17.00 per share. The gross proceeds from the IPO
were $125.8 million and the net proceeds were approximately $113.4 million,
after deducting underwriting discounts and commissions and other offering
expenses payable by us. On August 17, 2021, we issued and sold 900,976 shares of
our common stock pursuant to the partial exercise of the underwriters' option to
purchase additional shares, at a public offering price of $17.00 per share, for
aggregate gross proceeds of $15.3 million. We received appropriately $14.2
million in net proceeds after deducting underwriting discounts and commissions.

Cash flows

The following table summarizes our sources and uses of cash for each of the periods presented (in thousands):





                                                            Six months ended June 30,
                                                            2021                2020
Net cash used in operating activities                   $     (25,157 )     $     (11,192 )
Net cash used in investing activities                            (914 )              (239 )
Net cash provided by financing activities                     125,531       

41,044


Net increase in cash, cash equivalents, and
restricted cash                                                99,460              29,613




Operating activities

Net cash used in operating activities totaled $25.2 million in the six months
ended June 30, 2021 compared to net cash used in operating activities of $11.2
million in the six months ended June 30, 2020. The $14.0 million increase in
operating cash outflows was primarily attributable to $17.2 million higher net
loss recognized during the six months ended June 30, 2021, offset by net cash
provided by changes in our operating assets and liabilities of $1.9 million.

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Investing activities



Net cash used in investing activities totaled $0.9 million in the six months
ended June 30, 2021 compared to net cash used in investing activities of $0.2
million in the six months ended June 30, 2020. The $0.7 million increase in
investing cash outflows was primarily attributable to additional capital
expenditures resulting from our investment in laboratory equipment as we
expanded our discovery and preclinical activities.

Financing activities



Net cash provided by financing activities for the six months ended June 30, 2021
consisted primarily of the gross proceeds from the issuance of Series C
redeemable convertible preferred stock of $125.5 million in March 2021. Net cash
provided by financing activities for the six months ended June 30, 2020
consisted primarily of the gross proceeds from the issuance of Series B
redeemable convertible preferred stock of $41.1 million during the period.

Loan and security agreement



In March 2018, we entered into the loan and security agreement, Loan Agreement,
with Pacific Western Bank, or PWB, under which we borrowed $8.0 million pursuant
to Tranche I and Tranche II. In September 2019, we entered into an amendment to
the Loan Agreement, or First Amendment, in which PWB made an additional term
loan to us in an aggregate principal amount of $12.0 million. The proceeds of
the First Amendment were first applied to the repayment in full of all
outstanding principal and accrued interest on the outstanding term loan of
$8.0 million under Tranche I and Tranche II; the remaining cash proceeds of
$4.0 million was used for general working capital and for capital expenditures
purposes.

In December 2020, we entered into a further amendment to extend the principal
repayment date, and there was no additional proceeds taken under this amendment.
The maturity date of the term loan is December 31, 2023, and it is to be repaid
beginning on December 31, 2021 in twenty-four equal installments, including
interest at a floating annual rate equal to the greater of (i) 0.75% above the
prime rate then in effect and (ii) 6.00%, due monthly starting the first month
after December 30, 2020. As of June 30, 2021, the interest rate applicable to
the term loan was 6.0% and the interest payment on the outstanding term loan was
less than $0.1 million per month.

Borrowings under the Loan agreement, as amended, are collateralized by substantially all of our personal property, other than our intellectual property. There are no financial covenants associated with the Loan Agreement, as amended; however, we are subject to certain affirmative and negative covenants to which we will remain subject until maturity.

Funding requirements



As of June 30, 2021, we had cash and cash equivalents of $122.4 million. We
expect that our expenses will increase substantially in connection with our
ongoing activities, particularly as we advance preclinical activities and into
clinical trials for our product candidates in development. In addition, we will
continue to incur additional costs associated with operating as a public
company. The timing and amount of our operating and capital expenditures will
depend largely on:

• the scope, progress, results, and costs of our preclinical studies and any

future clinical trials;

• the timing of, and the costs involved in, obtaining marketing approvals for


       our current and future product candidates in regions where we choose to
       commercialize any products;


     • the number of future product candidates and potential additional
       indications that we may pursue and their development requirements;

• the stability, scale, yield, and cost of our manufacturing process as we

scale-up production and formulation of our product candidates for clinical

trials, in preparation for regulatory approval and in preparation for

commercialization, including our ability to build our own manufacturing

facility;

• the costs of commercialization activities for any approved product,

including the costs and timing of establishing product sales, marketing,

distribution, and manufacturing capabilities;

• revenue, if any, received from commercial sales of our products, should any

of our product candidates receive marketing approval;

• the costs and timing of changes in pharmaceutical pricing and reimbursement


       infrastructure;


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     • the costs and timing of changes in the regulatory environment and
       enforcement rules;

• our ability to compete with other therapeutics in the indications we target;




  • the effect of competing technological and market developments;

• the extent to which we enter into collaborations or licenses for products,

product candidates, or technologies;

• our headcount growth and associated costs as we expand our research and

development capabilities and establish a commercial infrastructure;

• the costs of preparing, filing, and prosecuting patent applications and

maintaining and protecting our intellectual property rights, including


       enforcing and defending intellectual property-related claims;


  • the costs of operating as a public company; and


     • the severity, duration, and impact of the COVID-19 pandemic, which may
       adversely impact our business.


We believe that the net proceeds from our IPO, together with our existing cash
and cash equivalents, will enable us to fund our operating expenses and capital
expenditure requirements for at least the next 12 months from the filing date of
the Quarterly Report. We have based this estimate on assumptions that may prove
to be incorrect, and we could utilize our available capital resources sooner
than we expect. Until such time, if ever, as we can generate substantial product
revenue, we expect to finance our operations through equity offerings, debt
financings, marketing and distribution arrangements and other collaborations,
strategic alliances and licensing arrangements, or other sources.

                            Contractual obligations

There have been no material changes to our contractual obligations as of June 30, 2021 from those disclosed in our Prospectus.


                   Critical accounting policies and estimates

Our management's discussion and analysis of our financial condition and results
of operations are based on our unaudited condensed financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the U.S., or GAAP. The preparation of these unaudited condensed financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, costs and expenses. On an ongoing basis, we
evaluate these estimates and judgments, including those described below. We base
our estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. These estimates and
assumptions form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. Actual
results and experiences may differ materially from these estimates.

Our critical accounting policies are described under the heading "Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Critical Accounting Policies and Estimates" in our Prospectus and the
notes to the unaudited condensed consolidated financial statements appearing
elsewhere in this Quarterly Report on Form 10-Q. During the six months ended
June 30, 2021, there were no material changes to our critical accounting
policies from those discussed in our Prospectus.

                   Recently Issued Accounting Pronouncements

We have reviewed all recently issued accounting pronouncements and have determined that, other than as disclosed in Note 2 - Summary of Significant Accounting Policies in the Notes to audited financial statements included in the Prospectus, such standards will not have a material impact on our financial statements or do not otherwise apply to our current operations.


                         Emerging growth company status

We qualify as an "emerging growth company" as defined in the Jumpstart Our
Business Startups Act of 2012, or the JOBS Act. As a result, we may take
advantage of specified reduced disclosure and other reporting requirements that
are otherwise applicable generally to public companies. In particular, the JOBS
Act provides that an emerging growth company can take advantage of an extended
transition period for complying with new or revised accounting standards. We
have elected not to "opt out" of such extended transition period, which means
that when a standard is issued or

                                       33

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revised and it has different application dates for public or private companies,
we may adopt the new or revised standard at the time private companies adopt the
new or revised standard and may do so until such time that we either
(i) irrevocably elect to "opt out" of such extended transition period or (ii) no
longer qualify as an emerging growth company.

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