In this document, "we," "our," "ours," "us," "Phio" and the "Company" refers to
Phio Pharmaceuticals Corp. and our subsidiary, MirImmune, LLC and the ongoing
business operations of Phio Pharmaceuticals Corp. and MirImmune, LLC, whether
conducted through Phio Pharmaceuticals Corp. or MirImmune, LLC.



This management's discussion and analysis of financial condition as of September
30, 2020 and results of operations for the three and nine months ended September
30, 2020 and 2019 should be read in conjunction with the financial statements
included in our Annual Report on Form 10-K for the year ended December 31, 2019,
which was filed with the Securities and Exchange Commission (the "SEC") on
March
26, 2020.



This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements can
be identified by words such as "intends," "believes," "anticipates,"
"indicates," "plans," "expects," "suggests," "may," "would," "should,"
"potential," "designed to," "will," "ongoing," "estimate," "forecast,"
"predict," "could" and similar references, although not all forward-looking
statements contain these words. Forward-looking statements are neither
historical facts nor assurances of future performance. These statements are
based only on our current beliefs, expectations and assumptions regarding the
future of our business, future plans and strategies, projections, anticipated
events and trends, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict
and many of which are outside of our control. Risks that could cause actual
results to vary from expected results expressed in our forward-looking
statements include, but are not limited to, the impact to our business and
operations by the recent coronavirus outbreak, the development of our product
candidates, our ability to execute on business strategies, our ability to
develop our product candidates with collaboration partners, the timeline and
duration for advancing our product candidates into clinical development, results
from our preclinical and clinical activities and our ability to obtain future
financing. Our actual results and financial condition may differ materially from
those indicated in the forward-looking statements as a result of a number of
important factors, including those identified in our Annual Report on Form 10-K
for the year ended December 31, 2019 under the heading "Risk Factors" and in
other filings the Company periodically makes with the SEC. Therefore, you should
not rely on any of these forward-looking statements. Forward-looking statements
contained in this Quarterly Report on Form 10-Q speak as of the date hereof and
the Company does not undertake to update any of these forward-looking statements
to reflect a change in its views or events or circumstances that occur after the
date of this report.



Overview



Phio Pharmaceuticals Corp. is a biotechnology company developing the next
generation of immuno-oncology therapeutics based on our self-delivering RNAi
("INTASYL™") therapeutic platform. Our efforts are focused on silencing
tumor-induced suppression of the immune system through our proprietary INTASYL
platform with utility in immune cells and the tumor micro-environment. Our goal
is to develop powerful INTASYL therapeutic compounds that can weaponize immune
effector cells to overcome tumor immune escape, thereby potentially providing
patients a powerful new treatment option that goes beyond current treatment
modalities.



Our development efforts are based on our broadly patented INTASYL technology
platform. Our INTASYL compounds do not require a delivery vehicle to penetrate
into tissues and cells and are designed to "silence" or down-regulate, the
expression of a specific gene which is over-expressed in cancer. We believe that
our INTASYL platform uniquely positions the Company in the field of
immuno-oncology because of this and the following reasons:



       ·   Efficient uptake of INTASYL by target cells obviating the need for
           facilitated delivery (mechanical or formulation);

       ·   Does not require permanent genetic modification;



· Can target multiple genes (i.e. multiple immunosuppression pathways) in


           a single therapeutic entity;




       ·   Gene silencing by INTASYL has been shown to have a sustained, or
           long-term, effect in vivo;



· Favorable clinical safety profile of INTASYL with local administration; and

· Can be readily manufactured under current good manufacturing practices.












  17






The self-delivering nature of our compounds makes INTASYL ideally suited for use
with adoptive cell transfer ("ACT") treatments and direct therapeutic use. ACT
consists of the infusion of immune cells with antitumor properties, after
growing them in a lab to large numbers. These cells can be derived from
unmodified (i.e. naturally occurring) immune cells, immune cells isolated from
resected tumors, or genetically engineered immune cells that recognize tumor
cells.



Regardless of the source of immune cells (ACT or naturally occurring immune
cells), in patients with solid tumors, these cells face several hurdles.
Multiple inhibitory mechanisms restrain immune cells from effectively
eradicating tumors, including immune checkpoints, reduced cell fitness and cell
persistence. Furthermore, the immunosuppressive tumor micro-environment (the
"TME") can pose a formidable barrier to immune cell infiltration and function.



We have developed a product platform based on our INTASYL technology that allows
easy, precise, rapid, and selective non-genetically modified programming of ACT
cells (ex vivo, during manufacturing) and of the TME (in vivo, by local
application), resulting in reduced immune inhibition and in improved
immunotherapy.



Adoptive Cell Transfer



ACT includes a number of different types of immunotherapy treatments. These
treatments use immune cells, isolated from patients, donors or retrieved from
allogeneic immune cell banks. They are grown in a lab to large numbers, followed
by administering them to the body to fight the cancer cells. Sometimes, immune
cells that naturally recognize a tumor are used, while other times immune cells
are modified or "genetically engineered" to make them recognize and kill the
cancer cells. There are several types of ACT, including: a.) non-engineered cell
therapy in which immune cells are grown from the patient's tumor or blood, such
as tumor infiltrating lymphocytes ("TILs"), or from donor blood or tissue such
as natural killer ("NK") cells, dendritic cells ("DC") and macrophages, and b.)
genetically engineered immune cells that are genetically modified to recognize
specific tumor proteins and to remain in an activated state (such as T cell
receptor technology ("TCRs"), chimeric antigen receptor ("CAR") T cells, or
CAR-NK cells).



In ACT, such immune cells are then expanded and modified before being returned
and used to treat the patient. Multiple inhibitory mechanisms restrain immune
cells used in ACT from effectively eradicating tumors, including immune
checkpoints, reduced cell fitness and cell persistence, and other barriers to
immune cell infiltration and function mainly in solid tumors. We believe our
INTASYL compounds are ideally suited to be used in combination with ACT, in
order to make these immune cells more effective without the need for additional
complicated manufacturing steps and/or genetic engineering.



Our approach builds on well-established methodologies of ACT and involves the
treatment of immune cells with our INTASYL compounds ex vivo while they are
grown in the lab and before administering them to the patient. Because our
INTASYL compounds do not require a delivery vehicle to penetrate into the cells,
we are able to enhance the function of these cells by merely adding our INTASYL
compounds during the expansion process and without the need for genetic
engineering and without additional needed complex manufacturing steps. By adding
INTASYL to the cell culture media used during the cell expansion, we can reduce
or eliminate the expression of genes that make the immune cells less effective.
For example, with our INTASYL compounds, we can reduce the expression of
immunosuppressive proteins by the therapeutic immune cells, potentially enabling
them to overcome tumor resistance mechanisms and thus improving their ability to
destroy the tumor cells. In various types of immune cells tested to date,
INTASYL treatment results in potent silencing with close to 100% transfection
efficiency and while maintaining nearly full cell viability. After expanding
these cells and enhancing them with INTASYL ex vivo, they are returned to the
patient for treatment.



Our lead product candidate and most advanced program being developed in ACT is
PH-762, an INTASYL compound that targets the checkpoint protein PD-1. Checkpoint
proteins, such as PD-1, normally act as a type of "off switch" that prevents T
cells from attacking certain cells, such as cancer cells, in the body. Our T
cells are immune cells that protect the body from cancer cells and infections.



Data developed by Phio and with collaborators has shown that PH-762 silences
PD-1 checkpoint expression, thereby removing the "off switch" and resulting in
enhanced T cell activation and tumor cytotoxicity. Experimental data shows that
PH-762 can silence the expression of PD-1 in target human T cells in a potent
and durable manner, and can increase function of patient derived TILs for use in
ACT, showing that PH-762 is suitable for use both in ACT and as a standalone
therapeutic through intra-tumoral injection. This supports the application of
INTASYL technology in immunotherapy of cancer.









  18






Our second ACT product candidate PH-894, an INTASYL compound that targets BRD4,
is a regulator of gene expression impacting cell differentiation. In previous
studies, PH-894 has been shown to improve T cell function and persistence by
differentiating T cells into a more active state (stem-cell like memory
phenotype). Data, completed in partnership with the Karolinska Institutet,
demonstrated that the application of PH-894, was shown to silence BRD4 in human
T cells during expansion for ACT, which has the potential to confer superior
anti-tumor activity, for example by improving T cell persistence. With this
data, we expanded our collaboration with the Karolinska Institutet to build upon
these findings and develop INTASYL compounds for additional targets and cell
types toward clinical application in areas of the Karolinska Institutet's
ongoing clinical research.



We are also developing our INTASYL compound PH-804 for use in ACT. PH-804
targets the suppressive immune receptor TIGIT, which is a checkpoint protein
present on T cells and NK cells. To date, we have shown that PH-804 can silence
the expression of TIGIT in NK cells and T cells, overcoming their "off switch"
and the cells becoming "weaponized" to kill cancer cells.



In March 2020, we entered into a collaboration and option agreement with
Medigene AG and the Helmholtz Zentrum München ("HMGU"). This three-way
collaboration expands upon our outstanding research agreement with HMGU to
design and develop novel candidates for the use of INTASYL compounds in ACT to
enhance immune cell function. Under the agreement, Medigene AG will contribute
expertise regarding clinical development, as well as proprietary research
material and has the option to an exclusive license for the clinical and/or
commercial development of certain INTASYL immune cell enhancers.



Tumor Micro-Environment



The TME is the environment that surrounds and feeds a tumor, including normal
cells, blood vessels, immune cells, and the extracellular matrix. The TME is an
immunosuppressive environment that inhibits the immune system's natural ability
to recognize and destroy tumor cells by negatively impacting how
immunosuppressive cells are being attracted and activated. Reprogramming
different components of the TME may overcome resistance to immunotherapy. Such
reprogramming of the TME by INTASYL compounds through direct local
administration into the tumor, could potentially become an important form of
therapy. The Company has previously shown in a clinical setting that our INTASYL
compounds are safe and well-tolerated following local administration, therefore
we believe that our INTASYL technology can not only be used with ACT, but can
also be used as an independent therapeutic platform.



We have pipeline programs in place for the development of INTASYL compounds for
direct administration into the tumor, including the use of PH-762, PH-804 and
PH-894 for in situ transfection and activation of immune cells in the TME.



Data presented in January 2020 from in vivo studies performed by the Company
showed that intra-tumoral injection of a mouse version of PH-804 reduced the
tumor growth in colorectal carcinoma tumor bearing mice, which was shown to
inhibit tumor growth and was correlated with the silencing of TIGIT mRNA
expression and in increase in cytotoxic effector T cells in the TME.



Building on the animal data with PH-804, the Company conducted several animal
studies with a mouse version of PH-762 and with PH-894 in a validated mouse
model of hepatocellular carcinoma. These studies showed that local
administration of the mouse version of PH-762 or PH-894 through intra-tumoral
injection resulted in potent anti-tumoral effects. The treated animals showed a
complete and statistically significant inhibition of tumor growth, whereas
placebo treated animals displayed exponential tumor growth. The combined PH-804,
PH-762, and PH-894 data further shows that INTASYL compounds can trigger
associated changes in the TME such as an increase of TILs, including CD8+ T
cells responsible for tumor cell killing, and an increase of activation markers
on these cells. These preclinical findings demonstrate that direct injection of
INTASYL compounds can successfully infiltrate solid tumors and impact the TME by
activating the immune response in animal models of solid tumors resulting in
reduced tumor growth. This is one of the key challenges for many other
immunotherapy platforms to be able to achieve an adequate therapeutic effect in
solid tumors.









  19






We are also investigating other relevant compounds for TME targets, such as
PH-790, an INTASYL compound targeting PD-L1. PD-L1 is a protein formed by cancer
cells that activate the PD-1 "off switch" on immune cells. Our approach with
PH-790 is to block the formation of the PD-L1 protein, which may prevent cancer
cells from inactivating T cells and attack the cancer, and will be evaluated
alongside PH-762. Previously, a series of preclinical in vivo studies in tumor
models showed dose-dependent attenuated tumor growth for the INTASYL compounds
compared to control groups. Recent data presented at the 35th Annual Meeting of
Society for Immunotherapy of Cancer in November 2020 demonstrated that the
antitumoral efficacy of our individual pipeline products, PH-762, PH-790 and
PH-804, can be further improved by combining them in a single drug treatment.
This data showed that the combination of our INTASYL compounds inhibited tumor
growth without having a negative impact on the tolerability of the treatment.



Based on our positive preclinical data, the Company is preparing for its first
in-human clinical study with PH-762 using intra-tumoral administration for
patients with advanced melanoma. The rationale for the study and its design were
recently presented at a key opinion leader event held by the Company in June
2020 with Dr. Caroline Robert of the Gustave Roussy Cancer Center in Paris,
France who will be our lead principal investigator for the trial.



Impact of COVID-19 on our Business





In December 2019, a novel strain of coronavirus was reported to have surfaced in
Wuhan, China and has since spread to other parts of the world, including the
United States. In March 2020, the World Health Organization (the "WHO") declared
the outbreak a pandemic.



Health and Safety



From the first signs of the outbreak, we have taken proactive measures intended
to protect the health and safety of our employees. We have implemented safety
measures following the guidance provided by the WHO and the Centers for Disease
Control (the "CDC") such as working remotely for employee personnel who do not
need to be physically present in our premises, social distancing protocols,
suspending travel, and extensively and frequently disinfecting our workspaces.
We expect to continue following these safety measures and may take further
actions as we require, as government authorities require or recommend, or as we
determine to be in the best interests of our employees, partners and suppliers.



Operations



The coronavirus pandemic is affecting the United States and global economies and
as a result, government authorities have implemented restrictions and limited
certain operations, such as limits on the number of people at a gathering,
travel restrictions and stay-at-home orders, to try and slow the spread of
coronavirus. Our office and lab space are located in one facility in
Marlborough, Massachusetts and on March 23, 2020, Massachusetts ordered most
physical business workplaces closed, mandating work-from-home arrangements,
where feasible, in response to the coronavirus pandemic. The order excluded
businesses that provide certain essential services, which included companies
operating in the biotechnology and life sciences industry. As a result, our
facility remained operational with employee personnel who did not need to be
physically present in our premises working remotely during that time.



On May 18, 2020, Massachusetts commenced its four phased approach and re-opening
plan of the economy, which allows for the gradual re-opening of each sector,
industry and business in line with state mandated workplace safety standards and
sector-specific protocols and best practices. The Company's facilities remain
operational and are operating in accordance with Massachusetts' mandated
requirements, as well as in accordance with the federal government, WHO, CDC and
other governmental authority guidelines. Employee personnel who do not need to
be physically present on our premises are continuing to work remotely, but have
the ability to be on site as required. Safety measures are in place for the
health and safety of our employees, including formal policies related to health
checks, wearing a face mask, staggered scheduling and socially distancing, in
line with the guidelines provided by government authorities. While these
measures may be modified or extended, we expect that our activities, including
our internal research and development functions, will continue to remain largely
operational.


We have experienced limited absenteeism from our employees and we do not currently expect that our operations will be significantly impacted by employee absenteeism.





While we believe the impact to our internal operations has been minimal thus
far, current and future restrictions may further impact our operations and may
slow or diminish our research and development activities.









  20






Supply and Services



If the measures to contain the outbreak continue or are extended, it may affect
our operations and those of third parties on which we rely, including causing
disruptions in the supplies we order, outsourced development services for our
product candidates and the conduct of current and planned preclinical and
clinical studies. Presumably as a result of the coronavirus pandemic, we have
begun to see some of our third-party suppliers and service providers on which we
rely becoming impacted. If the impact on their operations continue or extend, it
may affect our operations. We previously had been able to engage with
third-party service providers in areas with limited or no impact (e.g. countries
with limited or no restrictions), but with the global spread of the virus and
associated restrictions, this has been no longer possible. Our service
providers, for example those performing required preclinical research studies,
are now facing impacts to their operations, including restrictions on the
availability of critical materials that are needed for this type of research.
Without a significant and sustained improvement of the current situation, we may
experience significant impacts to certain of our development activities
outsourced to third-party service providers, however, the ultimate impact on our
third-party service providers is highly uncertain and subject to change. If the
measures to contain the outbreak are extended or further expanded, it could
reduce or delay the availability of supplies and services that we purchase and
outsource. This may in turn slow or delay our preclinical and clinical research
and development activities, and/or result in higher costs.



We anticipate a continued decline in the commencement of new clinical trials, at
least in the short-term, as many Institutional Review Boards (the "IRB") are
currently focused on reviewing and approving clinical trial protocols related to
COVID-19. Additionally, due to the implementation of restrictive measures such
as stay-at-home orders by government authorities in the United States and global
economies to try and contain the spread of coronavirus, we anticipate a
continued negative impacts, at least in the short-term, in the enrollment and
participation of patients in clinical trials outside of those related to
COVID-19.



The required studies and steps needed to initiate clinical trials with PH-762 in
the 2021 timeframe are continuing and ongoing, however, the ultimate impact of
the coronavirus pandemic is highly uncertain and subject to change. The Company
does not yet know the full extent of potential delays or impacts on its business
and preclinical and clinical trial activities.



Liquidity and Capital Resources





While we believe that the coronavirus pandemic has not had a significant impact
on our financial condition and results of operations at this time, the extent to
which the coronavirus pandemic impacts our results will depend on future
developments, which are highly uncertain and cannot be predicted, including new
information which may emerge concerning the severity of the coronavirus pandemic
and the actions to contain the coronavirus or treat its impact, among others. We
believe that our current cash on hand should be sufficient to fund our
operations for at least the next twelve months from the date of the release of
these financial statements, although the pandemic has created uncertainty around
our ability to access capital markets to provide necessary working capital to
fund our long term operations.



In light of this uncertainty around our ability to access additional working
capital, on May 11, 2020, the Company received loan proceeds in the amount of
$231,252 from Bank of America, N.A., as lender, pursuant to the PPP under the
CARES Act. The PPP loan matures on May 11, 2022 and bears interest at a rate of
1% per year. The loan may be forgiven if used for eligible purposes, including
payroll, benefits, rent and utilities. Monthly principal, interest and other fee
payments are deferred until the date on which the determination of PPP loan
forgiveness is remitted to the lender, or ten (10) months after the end of the
borrower's loan forgiveness covered period. The Company carefully assessed the
requirements for application under the PPP and believes that the loan is
necessary to support its operations. The Company intends to apply for loan
forgiveness and while the Company has used the PPP loan proceeds for the
eligible purposes allowed, the Company cannot guarantee that the loan will

be
forgiven.









  21






In connection with and in addition to the PPP loan, we have taken other
proactive steps to control costs in response to the coronavirus pandemic and
these actions include the reduction of the salaries of our senior management
team by 10% through the remainder of 2020. We believe these savings will help
mitigate the financial impact of the coronavirus pandemic.



Additionally, while the potential economic impact brought by, and the duration
of, the coronavirus pandemic is difficult to assess or predict, the impact of
the coronavirus on the global financial markets may reduce our ability to access
capital, which could negatively impact our short-term and long-term liquidity
and our ability to complete our preclinical and planned clinical studies on a
timely basis, or at all. There may be developments outside of our control that
require us to adjust our operating plans and given the nature of the situation,
cannot reasonably estimate the impact of the coronavirus on our financial
condition, results of operations or cash flows in the future.



In addition, risk factors identified in our Annual Report on Form 10-K for the
year ended December 31, 2019 under the heading "Risk Factors," which was filed
with the SEC on March 26, 2020, should be read in conjunction with Part II-Item
1A, "Risk Factors," included herein for updates to our risk factors regarding
risks associated with the COVID-19 pandemic.



Critical Accounting Policies and Estimates





The discussion and analysis of our financial condition and results of operations
is based upon our condensed consolidated financial statements, which have been
prepared in accordance with GAAP. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an ongoing basis, we evaluate our estimates and base
our estimates on historical experience and various other assumptions that are
believed to be reasonable under the circumstances. Actual results may differ
from these estimates under different assumptions or conditions and could have a
material impact on our reported results. There have been no significant changes
to our critical accounting policies since the beginning of this fiscal year. Our
critical accounting policies are described in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" section of our Annual
Report on Form 10-K for the year ended December 31, 2019, which we filed with
the SEC on March 26, 2020.



Results of Operations


The following data summarizes the results of our operations for the periods indicated, in thousands:





                       Three Months Ended                      Nine Months Ended
                          September 30,                          September 30,
                                                 Dollar                                  Dollar
Description             2020          2019       Change        2020          2019        Change
Revenues             $        -     $      -     $     -     $       -     $     21     $    (21 )

Operating expenses        2,306        2,113         193         6,331     

  6,339           (8 )
Operating loss           (2,306 )     (2,113 )      (193 )      (6,331 )     (6,318 )        (13 )
Net loss                 (2,309 )     (2,094 )      (215 )      (6,332 )     (6,248 )        (84 )










  22





Comparison of the Three and Nine Months Ended September 30, 2020 and 2019





Operating Expenses


The following table summarizes our total operating expenses, for the periods indicated, in thousands:







                         Three Months Ended September 30,                              Nine Months Ended September 30,
                                                                     Dollar                                                       Dollar
Description                2020                     2019             Change             2020                     2019             Change
Research and
development          $          1,256         $          1,042     $      214     $          3,253         $          3,277     $      (24 )
General and
administrative                  1,050                    1,071            (21 )              3,078                    3,062             16
Total operating
expenses             $          2,306         $          2,113     $      193     $          6,331         $          6,339     $       (8 )

Research and Development Expenses

Research and development expenses relate to compensation and benefits for research and development personnel, facility-related expenses, supplies, external services, costs to acquire technology licenses, expenses associated with preclinical and clinical development activities and other operating costs.


Research and development expenses for the three months ended September 30, 2020
increased 21% as compared with the three months ended September 30, 2019,
primarily due to an increase in the use of third-party service providers to
conduct preclinical research studies to support the development of the Company's
pipeline programs as compared to the prior year period offset by a decrease in
the use of an outside interim temporary labor consultant in the prior year
period.



Research and development expenses for the nine months ended September 30, 2020
decreased 1% as compared with the nine months ended September 30, 2019,
primarily due to decreases in lab supply purchases, in the use of an outside
interim temporary labor consultant and decreased patent-related expenses as
compared to the prior year period offset by increases in the use of third-party
service providers to conduct preclinical research studies to support the
development of the Company's pipeline programs.



General and Administrative Expenses


General and administrative expenses relate to compensation and benefits for
general and administrative personnel, facility-related expenses, professional
fees for legal, audit, tax and consulting services, as well as other general
corporate expenses.



General and administrative expenses for the three months ended September 30,
2020 decreased 2% as compared with the three months ended September 30, 2019,
primarily due to a decrease in recruiting fees to support employee hiring
activities as compared to the same period in the prior year.



General and administrative expenses for the nine months ended September 30, 2020
increased 1% as compared with the nine months ended September 30, 2019,
primarily due to increases in the Company's D&O insurance premiums and the use
of business development consultants offset by a decrease in recruiting fees to
support employee hiring activities as compared to the same period in the prior
year.









  23





Liquidity and Capital Resources


On August 8, 2017, the Company entered into a purchase agreement (the "2017
Purchase Agreement") and a registration rights agreement with Lincoln Park
Capital Fund, LLC ("LPC"), pursuant to which the Company had the right to sell
to LPC up to $15,000,000 in shares of the Company's common stock, subject to
certain limitations and conditions set forth therein, over the 30-month term of
the 2017 Purchase Agreement. The 2017 Purchase Agreement expired on April 1,
2020 and a total of 9,000 shares of common stock were sold to LPC for net
proceeds of $1,602,000 under the 2017 Purchase Agreement.



On August 7, 2019, the Company entered into a purchase agreement (the "2019
Purchase Agreement") and a registration rights agreement with LPC, pursuant to
which the Company has the right to sell to LPC up to $10,000,000 in shares of
the Company's common stock over the 30-month term of the 2019 Purchase
Agreement, subject to certain limitations and conditions. The 2019 Purchase
Agreement initially limits the Company's issuance of shares of common stock to
LPC to 19.99% of the Company's shares outstanding on the date of the 2019
Purchase Agreement unless stockholder approval is obtained to issue more than
such amount or the average price of all sales under the 2019 Purchase Agreement
exceed certain amounts as set forth in the 2019 Purchase Agreement. To date, no
shares of common stock have been sold to LPC under the 2019 Purchase Agreement.



On February 6, 2020, the Company closed its February 2020 Registered Offering.
Net proceeds to the Company from the February 2020 Registered Offering were
$1,467,000 after deducting placement agent fees and offering expenses paid

by
the Company.


On February 13, 2020, the Company closed its February 2020 Underwritten Offering. Net proceeds from the February 2020 Underwritten Offering were $7,093,000 after deducting underwriting discounts and commissions and offering expenses paid by the Company.

On April 2, 2020, the Company closed its April 2020 Offering. Net proceeds to the Company from the April 2020 Offering were $3,527,000 after deducting placement agent fees and offering expenses paid by the Company.





We had cash of $16,868,000 as of September 30, 2020, compared with $6,934,000 as
of December 31, 2019. We have reported recurring losses from operations since
inception and expect that we will continue to have negative cash flows from our
operations for the foreseeable future. Historically, the Company's primary
source of funding has been the sale of its securities. In the future, we will be
dependent on obtaining funding from third parties, such as proceeds from the
issuance of debt, sale of equity, or strategic opportunities, in order to
maintain our operations. There is no guarantee that debt, additional equity or
other funding will be available to us on acceptable terms, or at all. Moreover,
the global coronavirus pandemic has led to significant uncertainty and increased
volatility in the capital markets. If these conditions in the capital markets
continue for an extended period of time it may impact our ability to raise
capital. If we fail to obtain additional funding when needed, we would be forced
to scale back or terminate our operations or to seek to merge with or to be
acquired by another company. We believe that our existing cash should be
sufficient to fund operations for at least the next twelve months from the date
of the release of these financial statements.



The following table summarizes our cash flows for the periods indicated, in
thousands:



                                                        Nine Months Ended
                                                          September 30,
                                                        2020          2019
Net cash used in operating activities                 $  (6,179 )   $ (6,099 )
Net cash used in investing activities                       (18 )        (77 )
Net cash provided by financing activities                16,131            6

Net increase (decrease) in cash and restricted cash $ 9,934 $ (6,170 )












  24





Net Cash Flow from Operating Activities





Net cash used in operating activities was $6,179,000 for the nine months ended
September 30, 2020, as compared with $6,099,000 for the nine months ended
September 30, 2019. The increase in cash used in operating activities was
primarily due to an increase in net loss as compared to the same period in

the
prior year.


Net Cash Flow from Investing Activities


Net cash used in investing activities was $18,000 for the nine months ended
September 30, 2020, as compared with $77,000 for the nine months ended September
30, 2019. The decrease in net cash flows from investing activities was primarily
related to the amount of laboratory and computer equipment purchases year over
year.


Net Cash Flow from Financing Activities





Net cash provided by financing activities was $16,131,000 for the nine months
ended September 30, 2020, as compared with $6,000 for the nine months ended
September 30, 2019. The increase in net cash flows from financing activities was
primarily due to net proceeds received by the Company from the issuance of
securities and warrant exercises during the nine months ended September 30, 2020
as compared to the same period in the prior year.



Off-Balance Sheet Arrangements


In connection with certain license agreements, we are required to indemnify the
licensor for certain damages arising in connection with the intellectual
property rights licensed under the agreement. In addition, we are a party to a
number of agreements entered into in the ordinary course of business that
contain typical provisions that obligate us to indemnify the other parties to
such agreements upon the occurrence of certain events. These indemnification
obligations are considered off-balance sheet arrangements in accordance with ASC
Topic 460, "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others." To date, we have not
encountered material costs as a result of such obligations and have not accrued
any liabilities related to such obligations in our financial statements. See
Note 7 to our consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2019, which was filed with the SEC on
March 26, 2020, for further discussion of these indemnification agreements.

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