Overview


We are a biopharmaceutical company with peptide-based new chemical entities
rusfertide and JNJ-2113 (formerly known as PN-235) in different stages of
development, all derived from our proprietary discovery technology platform. Our
clinical programs fall into two broad categories of diseases; (i) hematology and
blood disorders, and (ii) inflammatory and immunomodulatory diseases.

Rusfertide


Our most advanced clinical asset, rusfertide (generic name for PTG-300), is an
injectable hepcidin mimetic in development for the potential treatment of
erythrocytosis, iron overload and other blood disorders and is wholly owned.
Hepcidin is a key hormone in regulating iron equilibrium and is critical to the
proper development of red blood cells. Rusfertide mimics the effect of the
natural hormone hepcidin, but with greater potency, solubility and stability.
Data from our rusfertide Phase 2 clinical trials presented at medical
conferences in 2021 and 2022 provided evidence regarding the potential of
rusfertide for managing hematocrit, reducing thrombotic risk and improving iron
deficiency symptoms. Rusfertide has a unique mechanism of action in the
potential treatment of the blood disorder polycythemia vera ("PV"), which may
enable it to specifically decrease and maintain hematocrit levels within the
range of recommended clinical guidelines without causing the iron deficiency
that can occur with frequent phlebotomy. Our rusfertide Phase 2 clinical trials
include the following:

REVIVE, a Phase 2 proof of concept ("POC") trial, was initiated in the fourth

quarter of 2019. We completed enrollment of patients in the first quarter of

? 2022 with a target of approximately 50 patients to be enrolled through the end

of the randomization portion of the trial, which was completed during the first

quarter of 2023, and will continue in open label extension.

PACIFIC, another Phase 2 trial for rusfertide patients diagnosed with PV and

? with routinely elevated hematocrit levels (>48%), was initiated during the

first quarter of 2021 and completion of the 52-week trial is expected during

the second quarter of 2023.




At the June 2022 American Society of Clinical Oncology ("ASCO") Annual Meeting,
we presented updated interim results for REVIVE and PACIFIC demonstrating the
effects of dosing interruption and resumption. Rusfertide dosing interruption
led to loss of effect, including increased phlebotomy rate and increases in
hematocrit and red blood cells. Rusfertide restart restored therapeutic
benefits. Following the brief clinical hold described below, over 90% of
patients in the REVIVE trial provided reconsent and returned to rusfertide
treatment after dosing interruption and reinitiation. At the June 2022 European
Hematology Association Congress, we presented interim data as of May 2022
showing that rusfertide treatment interruption reverses hematologic gains and
re-initiation of treatment restores therapeutic benefits in patients with PV. At
the December 2022 American Society of Hematology meeting, we presented data as
of October 2022 related to rusfertide, including a subgroup of analyses of the
adverse event profile from the REVIVE trial. These preliminary results indicated
that 84% of treatment-emergent adverse events ("TEAEs") were Grade 2 or below.
16% of patients experienced Grade 3 TEAEs and there were no Grade 4 TEAEs.

On March 15, 2023, we announced positive topline results from the blinded, placebo-controlled, randomized withdrawal portion of the REVIVE trial. Subjects receiving rusfertide achieved statistically significant improvements versus placebo in the trial's primary endpoint.


The double-blind, placebo-controlled, 12-week randomized withdrawal portion was
included as Part 2 of the REVIVE trial study to evaluate rusfertide in PV
patients with frequent phlebotomy requirements. In the REVIVE trial, subjects
were initially enrolled in the 28-week open label dose-titration and efficacy
evaluation Part 1 of the study, followed by 1:1 randomization of 53 subjects to
placebo versus rusfertide therapy for a subsequent duration of 12 weeks.

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More subjects receiving rusfertide during the blinded randomized withdrawal
portion of the REVIVE trial were responders compared with placebo (69.2% versus
18.5%, p=0.0003). A study subject was defined as a responder if the subject
completed 12 weeks of double-blind treatment while maintaining hematocrit
control without phlebotomy eligibility and without phlebotomy. During the 12
weeks of the blinded randomized withdrawal, only 2 of 26 subjects on rusfertide
were phlebotomized.

VERIFY, a global Phase 3 clinical trial of rusfertide in PV for approximately
250 patients, was initiated in the first quarter of 2022. Significant efforts
have been taken toward the goal of full enrollment and a high degree of interest
has been observed from physicians and patient communities. We expect enrollment
completion in the fourth quarter of 2023.

On September 16, 2021, the U.S. Food and Drug Administration ("FDA") placed a
clinical hold on our then ongoing rusfertide clinical trials following our
submission to the FDA of findings in a 26-week rasH2 transgenic mouse
carcinogenicity study. In October 2021, we submitted a Complete Response to the
FDA related to the clinical hold, and the FDA removed the clinical hold on
October 8, 2021. In our Complete Response, we provided the individual patient
clinical safety reports the FDA requested for human cancers observed in
rusfertide clinical trials, updated the investigator brochure and patient
informed consent forms for ongoing rusfertide trials, proposed new safety and
stopping rules in trial protocols for our ongoing rusfertide clinical trials,
and performed a comprehensive review of our rusfertide safety database. Dosing
of patients and enrollment in ongoing clinical trials with rusfertide resumed in
the fourth quarter of 2021.

The FDA granted orphan drug designation for rusfertide for the treatment of PV
in June 2020, and Fast Track designation for rusfertide for the treatment of PV
in December 2020. The EMA granted orphan drug designation for rusfertide for
treatment of PV in October 2020. The FDA granted Breakthrough Therapy
Designation for rusfertide for the treatment of PV in June 2021. In April 2022,
we received a letter from the FDA indicating the FDA's intent to rescind
Breakthrough Therapy Designation for rusfertide in PV. In June 2022, we
voluntarily withdrew our Breakthrough Therapy Designation following
correspondence with FDA and based on our internal analysis of the relative
utility of Breakthrough Therapy Designation for Phase 3 trials and beyond. The
FDA correspondence relating to the Breakthrough Therapy designation does not
address the rusfertide Fast Track Designation, which remains active.

In keeping with our organizational prioritization of rusfertide in PV, plans to
initiate trials of rusfertide in additional disease indications have been
paused. This decision was influenced in part by the enactment of the Inflation
Reduction Act ("IRA") in the United States and includes previously planned
trials of rusfertide in the subset of hereditary hemochromatosis patients with
chronic arthropathy.

JNJ-2113 (formerly known as PN-235)



Our partnered Interleukin-23 receptor ("IL-23R") antagonist compound JNJ-2113 is
an orally delivered investigational drug that is designed to block biological
pathways currently targeted by marketed injectable antibody drugs. Our orally
stable peptide approach may offer a targeted therapeutic approach for
gastrointestinal ("GI") and systemic compartments as needed. We believe that,
compared to antibody drugs, JNJ-2113 has the potential to provide clinical
improvement in an oral medication with increased convenience and compliance and
the opportunity for the earlier introduction of targeted oral therapy.

In May 2017, we entered into a worldwide license and collaboration agreement
with Janssen Biotech, Inc. ("Janssen"), a Johnson & Johnson company, to
co-develop and co-detail our IL-23R antagonist compounds, including PTG-200
(JNJ-67864238) and certain related compounds for all indications, including
inflammatory bowel disease ("IBD"). PTG-200 was a first-generation
investigational, orally delivered, IL-23R antagonist for the treatment of IBD.
The agreement with Janssen was amended in May 2019 to expand the collaboration
by supporting efforts towards second-generation IL-23R antagonists; and in July
2021 to, among other things, enable Janssen to independently research and
develop collaboration compounds for multiple indications in the IL-23 pathway
and further align our financial interests.

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During the fourth quarter of 2021, following a pre-specified interim analysis
criteria, a portfolio decision was made by Janssen to advance second-generation
product candidate JNJ-2113 (JNJ-77242113) based on its superior potency and
overall pharmacokinetic and pharmacodynamic profile. A JNJ-2113 Phase 1 trial
was completed in the fourth quarter of 2021.

In February 2022, Janssen initiated FRONTIER1, a 255-patient Phase 2b clinical
trial of JNJ-2113 in moderate-to-severe plaque psoriasis, which was completed in
December 2022. FRONTIER1 was a randomized, multicenter, double-blind,
placebo-controlled study that evaluated three once-daily dosages and two
twice-daily dosages of JNJ-2113 taken orally. The primary endpoint of the study
is the proportion of patients achieving PASI-75 (a 75% improvement in skin
lesions as measured by the Psoriasis Area and Severity Index) at 16 weeks. In
March 2023, we announced positive topline results from the trial. JNJ-2113
achieved the study's primary efficacy endpoint, with a statistically significant
greater proportion of patients who received JNJ-2113 achieving PASI-75 responses
compared to placebo at Week 16 in all five of the study's treatment groups. A
clear dose response was observed across an eight-fold dose range. Treatment was
well tolerated, with no meaningful difference in frequency of adverse events
across treatment groups versus placebo. It is our expectation that JNJ-2113 will
progress into a Phase 3 registrational study in plaque psoriasis on the strength
of the FRONTIER1 data. Advancement of JNJ-2113 into a Phase 3 study and meeting
the primary endpoint in that study would qualify us for milestone payments of
$50 million and $115 million, respectively. Data will be presented from various
pre-clinical and clinical studies on JNJ-2113 at medical conferences beginning
in the second quarter of 2023.

Other Phase 2 studies of JNJ-2113 that Janssen has initiated include the SUMMIT
study of JNJ-2113 for the treatment of moderate-to-severe plaque psoriasis
expected to be completed in the second quarter of 2023 and FRONTIER2, a
long-term extension study. A Phase 1 trial of an immediate release formulation
of JNJ-2113 in healthy Japanese and Chinese adult participants is currently
recruiting. Following the completion of Phase 2 studies of JNJ-2113 in plaque
psoriasis, we expect Janssen to initiate a separate Phase 2 trial of JNJ-2113 in
a second indication. Additional indications may include any or all of psoriatic
arthritis, UC and CD.

During the fourth quarter of 2021, we received a $7.5 million milestone payment
from Janssen triggered by the completion of data collection for JNJ-2113 Phase 1
activities. In the second quarter of 2022, we received a $25.0 million milestone
payment in connection with the dosing of a third patient in FRONTIER1 during the
first quarter of 2022. We will be eligible to receive a $10.0 million milestone
payment in connection with the dosing of a third patient in the second Phase 2
trial of a second-generation candidate, a $50 million milestone upon dosing of a
third patient in a Phase 3 trial for a second-generation compound for any
indication, and a $115.0 million milestone payment upon a Phase 3 clinical trial
for a second-generation compound for any indication meeting its primary clinical
endpoint. We remain eligible for up to approximately $855.0 million in future
development and sales milestone payments, in addition to the $112.5 million in
nonrefundable payments from Janssen received to date. We also remain eligible to
receive tiered royalties on net product sales at percentages ranging from
mid-single digits to ten percent.

PN-943


PN-943 is a wholly owned, investigational, orally delivered, gut-restricted
alpha 4 beta 7 ("?4?7") specific integrin antagonist for IBD. During the second
quarter of 2020, we initiated IDEAL, a 159 patient Phase 2 trial evaluating the
safety, tolerability and efficacy of PN-943 in patients with moderate to severe
UC. Enrollment in IDEAL was completed during the first quarter of 2022. The
trial includes a 12-week induction period, which has been completed, and a
40-week extended treatment period. With the exception of completing the 40-week
extended treatment period for eligible patients in the IDEAL trial, which is
expected to be completed in the first quarter of 2023, we do not intend to
dedicate further internal resources to clinical development or contract
manufacturing activities for our PN-943 clinical program.

Discovery Platform



Our clinical assets are all derived from our proprietary discovery platform. Our
platform enables us to engineer novel, structurally constrained peptides that
are designed to retain key advantages of both orally delivered small molecules
and injectable antibody drugs in an effort to overcome many of their limitations
as therapeutic agents.

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Importantly, constrained peptides can be designed to potentially alleviate the
fundamental instability inherent in traditional peptides to allow different
delivery forms, such as oral, subcutaneous, intravenous, and rectal. We continue
to use our peptide technology platform to discover product candidates against
targets in disease areas with significant unmet medical needs. For example, we
have a pre-clinical stage program to identify an orally active hepcidin mimetic,
which we believe will be complementary to the injectable rusfertide for offering
the best treatment options for PV, hereditary hemochromatosis and other
potential erythropoietic and iron imbalance disorders.

Business Outlook



We are subject to risks and uncertainties as a result of the prolonged nature of
the COVID-19 pandemic and emergent variants with increased transmissibility,
even in those who are fully vaccinated. Some of the workforce trends starting
during the pandemic have continued to lead to staffing shortages in settings
such as clinical trial sites and healthcare offices. The future impact of
COVID-19 on our activities will depend on a number of factors, including, but
not limited to, the scope and magnitude of any resurgences in the outbreak and
the spread of COVID-19 variants; the timing, extent, effectiveness and
durability of COVID-19 vaccine programs or other treatments; and new travel and
other restrictions and public health measures. We have experienced delays in our
existing and planned clinical trials due to the worldwide impacts of the
pandemic. Our future results of operations and liquidity could be adversely
impacted by further delays in existing and planned clinical trials, continued
difficulty in recruiting patients for these clinical trials, delays in
manufacturing and collaboration activities, supply chain disruptions and the
ongoing impact on our operating activities and employees. In addition, a
recession or market correction related to or amplified by COVID-19 could
materially affect our business.

We are currently operating in a period of economic uncertainty and capital
markets disruption, which has been impacted by domestic and global monetary and
fiscal policy, geopolitical instability, the ongoing military conflict between
Russia and Ukraine and the rising tensions between China and Taiwan, a
recessionary environment and historically high domestic and global inflation. In
particular, the conflict in Ukraine has exacerbated market disruptions,
including significant volatility in commodity prices, as well as supply chain
interruptions, and has contributed to record inflation globally. The U.S.
Federal Reserve and other central banks may be unable to contain inflation
through more restrictive monetary policy and inflation may increase or continue
for a prolonged period of time. Inflationary factors, such as increases in the
cost of clinical supplies, interest rates, overhead costs and transportation
costs may adversely affect our operating results. Also, the failure of Silicon
Valley Bank and other banks in the United States in March 2023 has given rise to
uncertainty in the security of amounts in deposit accounts uninsured by the
Federal Deposit Insurance Corporation. We continue to monitor these events and
the potential impact on our business. Although we do not believe that inflation
has had a material impact on our financial position or results of operations to
date, we may be adversely affected in the future due to domestic and global
monetary and fiscal policy, supply chain constraints, consequences associated
with COVID-19 and the ongoing conflict between Russia and Ukraine, and such
factors may lead to increases in the cost of manufacturing our product
candidates and delays in initiating trials.

Operations



We have incurred net losses in each year since inception and we do not
anticipate achieving sustained profitability in the foreseeable future. Our net
losses were $127.4 million, $125.6 million and $66.2 million for the years ended
December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, we had
an accumulated deficit of $536.8 million. Substantially all of our net losses
have resulted from costs incurred in connection with our research and
development programs and from general and administrative costs associated with
our operations. We expect to continue to incur significant research and
development expenses and other expenses related to our ongoing operations,
product development, and pre-commercialization activities. As a result, we
expect to continue to incur losses in the future as we continue our development
of, and seek regulatory approval for, our product candidates.

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Janssen License and Collaboration Agreement



On July 27, 2021, we entered into the Restated Agreement with Janssen, which
amends and restates the Original Agreement, as amended by the First Amendment.
Janssen is a related party to us as Johnson & Johnson Innovation - JJDC, Inc., a
significant stockholder of ours, and Janssen are both subsidiaries of Johnson &
Johnson. Upon the effectiveness of the Original Agreement, we received a
non-refundable, upfront cash payment of $50.0 million from Janssen. Upon the
effectiveness of the First Amendment, we received a $25.0 million payment from
Janssen in 2019. In the first quarter of 2020, we received a $5.0 million
payment triggered by the successful nomination of a second-generation IL-23R
antagonist development compound. In the fourth quarter of 2021, we received a
$7.5 million milestone payment from Janssen triggered by completion of the data
collection for JNJ-2113 Phase 1 activities. In the second quarter of 2022, we
received a $25.0 million milestone payment in connection with the dosing of a
third patient in FRONTIER1 during the first quarter of 2022. See Note 3 to the
Consolidated Financial Statements included elsewhere in this Annual Report on
Form 10-K for additional information.

Critical Accounting Polices and Estimates



Our management's discussion and analysis of our financial condition and results
of operations is based on our consolidated financial statements, which have been
prepared in accordance with United States generally accepted accounting
principles. The preparation of these consolidated financial statements requires
us to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent liabilities at the date of the
consolidated financial statements, as well as the reported revenue generated,
and the expenses incurred during the reporting periods. Our estimates are based
on our historical experience and on various other factors that we believe are
reasonable under the circumstances, and the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. We believe that the
accounting policies discussed below are critical to understanding our historical
and future performance, as these policies relate to the more significant areas
involving management's judgments and estimates.

Use of Estimates


The preparation of the consolidated financial statements in conformity with GAAP
requires management to make estimates, assumptions and judgments that affect the
reported amounts of assets and liabilities and disclosure of contingent
liabilities as of the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. On an
ongoing basis, we evaluate our estimates, including those related to revenue
recognition, accruals for research and development activities, stock-based
compensation, income taxes, marketable securities and leases. Estimates related
to revenue recognition include actual costs incurred versus total estimated
costs of our deliverables to determine percentage of completion in addition to
the application and estimates of potential revenue constraints in the
determination of the transaction price under its license and collaboration
agreements. We base these estimates on historical and anticipated results,
trends and various other assumptions that we believe are reasonable under the
circumstances, including assumptions as to forecasted amounts and future events.

Due to the COVID-19 pandemic, military conflict between Ukraine and Russia,
rising tensions between China and Taiwan and inflationary pressures, among other
factors, there has been uncertainty and disruption in the global economy and
financial markets. We have taken into consideration any known impacts in our
accounting estimates to date and are not aware of any additional specific events
or circumstances that would require any additional updates to our estimates or
judgments or a revision of the carrying value of our assets or liabilities as of
the date of the filing of this Annual Report on Form 10-K. These estimates may
change as new events occur and additional information is obtained. Actual
results could differ materially from these estimates under different assumptions
or conditions.

Revenue Recognition

Under Accounting Standards Codification Topic 606, Revenue from Contracts with
Customers ("ASC 606"), we recognize revenue when our customer obtains control of
promised goods or services, in an amount that reflects the

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consideration which we expect to receive in exchange for those goods or
services. To determine revenue recognition for arrangements that we determine
are within the scope of ASC 606, we perform the following five steps: (i)
identify the contract(s) with a customer; (ii) identify the performance
obligations in the contract; (iii) determine the transaction price; (iv)
allocate the transaction price to the performance obligations in the contract;
and (v) recognize revenue when (or as) we satisfy a performance obligation. We
apply the five-step model to contracts when it is probable that we will collect
the consideration we are entitled to in exchange for the goods or services we
transfer to the customer. At contract inception, we assess the goods or services
promised within each contract, determine those that are performance obligations,
and assess whether each promised good or service is distinct. We then recognize
as revenue the amount of the transaction price that is allocated to the
respective performance obligations when (or as) the performance obligations are
satisfied. We constrain our estimate of the transaction price up to the amount
(the "variable consideration constraint") that a significant reversal of
recognized revenue is not probable.

Licenses of intellectual property: If a license to our intellectual property is
determined to be distinct from the other performance obligations identified in
an arrangement, we recognize revenue from non-refundable, upfront fees allocated
to the license when the license is transferred to the customer and the customer
is able to use and benefit from the license. For licenses that are bundled with
other promises, we utilize judgment to assess the nature of the combined
performance obligation to determine whether the combined performance obligation
is satisfied over time or at a point in time and, if over time, the appropriate
method of measuring proportional performance for purposes of recognizing revenue
from non-refundable, upfront fees. We evaluate the measure of proportional
performance each reporting period and, if necessary, adjust the measure of
performance and related revenue recognition.

Milestone payments: At the inception of each arrangement or amendment that
includes development, regulatory or commercial milestone payments, we evaluate
whether the milestones are considered probable of being reached and estimate the
amount to be included in the transaction price. ASC 606 suggests two
alternatives to use when estimating the amount of variable consideration: the
expected value method and the most likely amount method. Under the expected
value method, an entity considers the sum of probability-weighted amounts in a
range of possible consideration amounts. Under the most likely amount method, an
entity considers the single most likely amount in a range of possible
consideration amounts. Whichever method is used should be consistently applied
throughout the life of the contract; however, it is not necessary for us to use
the same approach for all contracts. We expect to use the most likely amount
method for development and regulatory milestone payments. If it is probable that
a significant revenue reversal would not occur, the associated milestone value
is included in the transaction price. Milestone payments that are not within our
control or the control of the licensee, such as regulatory approvals, are not
considered probable of being achieved until those approvals are received. If
there is more than one performance obligation, the transaction price is then
allocated to each performance obligation on a relative stand-alone selling price
basis. We recognize revenue as or when the performance obligations under the
contract are satisfied. At the end of each subsequent reporting period, we
re-evaluate the probability or achievement of each such milestone and any
related constraint, and if necessary, adjust our estimates of the overall
transaction price. Any such adjustments are recorded on a cumulative catch-up
basis, which would affect revenues and earnings in the period of adjustment.

Any potential milestone payments that we determine are not associated with performance obligations as defined under the contract are excluded from the transaction price and are recognized as the triggering event occurs.



Royalties: For arrangements that include sales-based royalties, including
milestone payments based on the level of sales, where the license is deemed to
be the predominant item to which the royalties relate, we recognize revenue at
the later of (i) when the related sales occur, or (ii) when the performance
obligation to which some or all of the royalty has been allocated has been
satisfied (or partially satisfied).

Upfront payments and fees are recorded as deferred revenue upon receipt or when
due and may require deferral of revenue recognition to a future period until we
perform our obligations under these arrangements. Amounts payable to us are
recorded as accounts receivable when our right to consideration is
unconditional. Amounts payable to us and not yet billed to the collaboration
partner are recorded as contract assets. We do not assess whether a contract has
a significant financing component if the expectation at contract inception is
such that the period between payment by the customer and the transfer of the
promised goods or services to the customer will be one year or less.

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Contractual cost sharing payments made to a customer or collaboration partner
are accounted for as a reduction to the transaction price if such payments are
not related to distinct goods or services received from the customer or
collaboration partner.

Contracts may be amended to account for changes in contract specifications and
requirements. Contract modifications exist when the amendment either creates
new, or changes existing, enforceable rights and obligations. When contract
modifications create new performance obligations and the increase in
consideration approximates the standalone selling price for goods and services
related to such new performance obligations, as adjusted for specific facts and
circumstances of the contract, the modification is considered to be a separate
contract and revenue is recognized prospectively. If a contract modification is
not accounted for as a separate contract, we account for the promised goods or
services not yet transferred at the date of the contract modification (the
remaining promised goods or services) prospectively, as if it were a termination
of the existing contract and the creation of a new contract, if the remaining
goods or services are distinct from the goods or services transferred on or
before the date of the contract modification. We account for a contract
modification as if it were a part of the existing contract if the remaining
goods or services are not distinct and, therefore, form part of a single
performance obligation that is partially satisfied at the date of the contract
modification. In such case the effect that the contract modification has on the
transaction price, and on the entity's measure of progress toward complete
satisfaction of the performance obligation, is recognized as an adjustment to
revenue (either as an increase in or a reduction of revenue) at the date of the
contract modification (the adjustment to revenue is made on a cumulative
catch-up basis).

Research and Development Costs


Research and development costs are expensed as incurred, unless there is an
alternate future use in other research and development projects or otherwise.
Research and development costs include salaries and benefits, stock-based
compensation expense, laboratory supplies and facility-related overhead, outside
contracted services, including clinical trial costs, manufacturing and process
development costs for both clinical and pre-clinical materials, research costs,
development milestone payments under license and collaboration agreements, and
other consulting services.

We accrue for estimated costs of research and development activities conducted
by third-party service providers, which include the conduct of pre-clinical
studies and clinical trials, and contract manufacturing activities. We record
the estimated costs of research and development activities based upon the
estimated services provided but not yet invoiced and we include these costs in
accrued expenses and other payables in our consolidated balance sheets and
within research and development expense in our consolidated statements of
operations. We accrue for these costs based on various factors such as estimates
of the work completed and in accordance with agreements established with our
third-party service providers. As actual costs become known, we adjust our
accrued liabilities. We have not experienced any material differences between
accrued liabilities and actual costs incurred. However, the status and timing of
actual services performed, number of patients enrolled, the rate of patient
enrollment and the number and location of sites activated may vary from our
estimates and may result in adjustments to our research and development expenses
in future periods. Changes in these estimates that result in material changes to
our accruals could materially affect our results of operations.

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements applicable to us is included in Note 2 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Components of Our Results of Operations

License and Collaboration Revenue



Our license and collaboration revenue is derived from payments we receive under
the Janssen License and Collaboration Agreement. See Note 3 to the Consolidated
Financial Statements included elsewhere in this Annual Report on Form 10-K

for
additional information.

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Research and Development Expenses



Research and development expenses represent costs incurred to conduct research,
such as the discovery and development of our product candidates. We recognize
all research and development costs as they are incurred unless there is an
alternative future use in other research and development projects or otherwise.
Non-refundable advance payments for goods and services that will be used in
future research and development activities are expensed when the activity has
been performed or when the goods have been received, rather than when payment
has been made. In instances where we enter into agreements with third parties to
provide research and development services to us, costs are expensed as services
are performed. Amounts due under such arrangements may be either fixed fee or
fee for service and may include upfront payments, monthly payments, and payments
upon the completion of milestones or the receipt of deliverables.

Research and development expenses consist primarily of the following:

? expenses incurred under agreements with clinical study sites that conduct

research and development activities on our behalf;

? employee-related expenses, which include salaries, benefits and stock-based

compensation;

? laboratory vendor expenses related to the preparation and conduct of

pre-clinical, non-clinical, and clinical studies;

? costs related to production of clinical supplies and non-clinical materials,

including fees paid to contract manufacturers;

? license fees and milestone payments under license and collaboration agreements;

and

facilities and other allocated expenses, which include expenses for rent and

? maintenance of facilities, information technology, depreciation and

amortization expense and other supplies.


We recognize the amounts related to our Australian research and development
refundable cash tax incentive that are not subject to refund provisions as a
reduction of research and development expenses. The research and development tax
incentives are recognized when there is reasonable assurance that the incentives
will be received, the relevant expenditure has been incurred and the amount of
the consideration can be reliably measured. We evaluate our eligibility under
the tax incentive program as of each balance sheet date and make accruals and
related adjustments based on the most current and relevant data available. We
may alternatively be eligible for a taxable credit in the form of a non-cash tax
incentive. We recognize the amounts from grants under government programs as a
reduction of research and development expenses when the related research costs
are incurred.

We allocate direct and indirect costs incurred to product candidates when they
enter clinical development. For product candidates in clinical development,
direct costs consist primarily of clinical, pre-clinical, and drug discovery
costs, costs of supplying drug substance and drug product for use in clinical
and pre-clinical studies, including clinical manufacturing costs, contract
research organization fees, and other contracted services pertaining to specific
clinical and pre-clinical studies. Indirect costs allocated to our product
candidates on a program-specific basis include research and development employee
salaries, benefits, and stock-based compensation, and indirect overhead and
other administrative support costs. Program-specific costs are unallocated when
the clinical expenses are incurred for our early-stage research and drug
discovery projects as our internal resources, employees and infrastructure are
not tied to any one research or drug discovery project and are typically
deployed across multiple projects. As such, we do not provide financial
information regarding the costs incurred for early stage pre-clinical and drug
discovery programs on a program-specific basis prior to the clinical development
stage.

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We expect our research and development expenses to decrease in the near term as
we continue to de-prioritize our PN-943 clinical program and streamline certain
discovery programs to focus our resources toward progressing our rusfertide
program into later stage clinical trials and preparing for commercialization.
The process of conducting research, identifying potential product candidates and
conducting pre-clinical and clinical trials necessary to obtain regulatory
approval and commencing pre-commercialization activities is costly and time
intensive. We may never succeed in achieving marketing approval for our product
candidates regardless of our costs and efforts. The probability of success of
our product candidates may be affected by numerous factors, including
pre-clinical data, clinical data, competition, manufacturing capability, our
cost of goods to be sold, our ability to receive, and the timing of, regulatory
approvals, market conditions, and our ability to successfully commercialize our
products if they are approved for marketing. As a result, we are unable to
determine the duration and completion costs of our research and development
projects or when and to what extent we will generate revenue from the
commercialization and sale of any of our product candidates. Our research and
development programs are subject to change from time to time as we evaluate our
priorities and available resources. With the exception of completing the 40-week
extended treatment period for eligible patients in the Phase 2 IDEAL trial,
which we expect to be completed in the first quarter of 2023, we do not intend
to dedicate further internal resources to clinical development or contract
manufacturing activities for our PN-943 clinical program. We will continue to
explore out-licensing opportunities globally.

General and Administrative Expenses



General and administrative expenses consist of personnel costs, allocated
facilities costs and other expenses for outside professional services, including
legal, human resources, audit and accounting services, and pre-commercialization
expenses, including selling and marketing costs. Personnel costs consist of
salaries, benefits and stock-based compensation. Allocated expenses consist of
expenses for rent and maintenance of facilities, information technology,
depreciation and amortization expense and other administrative supplies. We
expect to continue to incur expenses supporting our continued operations as a
public company, including expenses related to compliance with the rules and
regulations of the SEC and those of the national securities exchange on which
our securities are traded, insurance expenses, investor relations expenses,
audit fees, professional services and general overhead and administrative costs.

Interest Income

Interest income consists of interest earned on our cash, cash equivalents, and marketable securities, which is comprised of contractual interest, premium amortization and discount accretion.

Interest Expense



Interest expense consists of interest recognized on our long-term debt, which is
comprised of contractual interest, amortization of origination fees and other
issuance costs, and accretion of final payment fees.

Loss on Early Repayment of Debt

Loss on early repayment of debt consists of prepayment and final payment fees paid upon the early repayment of our long-term debt.

Other Expense, Net

Other expense, net consists primarily of amounts related to foreign exchange gains and losses and related items.



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Results of Operations

                                                       Year Ended December 31,        Dollar        %
                                                         2022            2021         Change      Change

                                                              (Dollars in thousands)

License and collaboration revenue - related party    $      26,581    $    27,357    $   (776)       (3)
Operating expenses:
Research and development (1)                               126,215        126,006          209         -
General and administrative (2)                              31,739         27,196        4,543        17
Total operating expenses                                   157,954        153,202        4,752         3
Loss from operations                                     (131,373)      (125,845)      (5,528)         4
Interest income                                              4,060            443        3,617         *
Other expense, net                                            (80)          (149)           69      (46)
Net loss                                             $   (127,393)    $ (125,551)    $ (1,842)         1

(1) Includes $14.7 million and $9.0 million of non-cash stock-based compensation expense for the years ended December 31, 2022 and 2021, respectively.

(2) Includes $9.5 million and $7.4 million of non-cash stock-based compensation expense for the years ended December 31, 2022 and 2021, respectively.

*Percentage not meaningful

License and Collaboration Revenue


License and collaboration revenue decreased $0.8 million, or 3%, from $27.4
million for the year ended December  31, 2021 to $26.6 million for the year
ended December 31, 2022. The decrease in revenue was primarily due to a decrease
in services under the Janssen License and Collaboration Agreement recognized
based on proportional performance. We completed our performance obligation
pursuant to the collaboration as of June 30, 2022.

We determined that the final transaction price of the initial performance
obligation under the Restated Agreement is $131.7 million as of December 31,
2022, an increase of $25.2 million from the transaction price of $106.5 million
as of December 31, 2021. In order to determine the transaction price, we
evaluated all payments to be received during the duration of the contract, net
of development costs reimbursement expected to be payable to Janssen. The
transaction price as of December 31, 2022 includes $112.5 million of
nonrefundable payments received as of June 30, 2022, $17.9  million of
reimbursement from Janssen for services performed for IL-23 receptor antagonist
compound research and other services, and variable consideration consisting of
$8.2 million of development cost reimbursement from Janssen, partially offset by
$6.9 million of net cost reimbursement due to Janssen for services performed.

Research and Development Expenses

Research and Development Expenses


                                                                    Year Ended December 31,         Dollar      %
                                                                     2022                 2021      Change    Change

                                                                           (Dollars in thousands)
Clinical and development expense - rusfertide (PTG-300)         $       64,789          $  55,382  $   9,407      17
Clinical and development expense - PN-943                               36,906             37,655      (749)     (2)
Clinical and development expense - JNJ-2113 (PN-235)                       201              4,777    (4,576)    (96)
Clinical and development expense - PN-232                                  356              2,037    (1,681)    (83)
Clinical and development expense - PTG-200                                  53                 23         30     130
Clinical and development expense - PTG-100                                 248                374      (126)    (34)
Preclinical and drug discovery research expense                         23,704             24,943    (1,239)     (5)
Milestone payment obligation to former collaboration partner                 -              4,000    (4,000)   (100)
Grants and tax incentives expense reimbursement, net                      (42)            (3,185)      3,143    (99)
Total research and development expenses                         $      126,215          $ 126,006  $     209       -


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We had 82 and 92 full-time equivalent research and development employees as of
December 31, 2022 and 2021, respectively. Research and development expenses for
the year ended December 31, 2022 included increases of $5.7  million in
stock-based compensation expense and $4.7 million of other personnel-related
expenses compared to the year ended December 31, 2021.

General and Administrative Expenses



General and administrative expenses increased $4.5 million, or 17%, from $27.2
million for the year ended December 31, 2021 to $31.7 million for the year ended
December 31, 2022, primarily due to increases of $2.2 million in
personnel-related expenses and $2.3 million in other expenses to support the
growth of our business. The increase in personnel-related expenses was primarily
due to an increase of $2.1 million in stock-based compensation expense.

We had 23 and 26 full-time equivalent general and administrative employees as of December 31, 2022 and 2021, respectively.

Interest Income



Interest income increased $3.6 million, from $0.4 million for the year ended
December 31, 2021 to $4.1 million for the year ended December 31, 2022. This
increase was primarily due to higher yields on invested balances during a period
of increasing interest rates compared to the prior year period.

Comparison of the Years Ended December 31, 2021 and 2020



                                                       Year Ended December 31,         Dollar        %
                                                          2021            2020         Change      Change

                                                               (Dollars in thousands)

License and collaboration revenue - related party    $       27,357    $   28,628    $  (1,271)       (4)
Operating expenses:
Research and development (1)                                126,006        74,506        51,500        69
General and administrative (2)                               27,196        18,638         8,558        46
Total operating expenses                                    153,202        93,144        60,058        64
Loss from operations                                      (125,845)      (64,516)      (61,329)        95
Interest income                                                 443           900         (457)      (51)
Interest expense                                                  -         (598)           598     (100)
Loss on early repayment of debt                                   -         (585)           585     (100)
Other expense, net                                            (149)          (46)         (103)       224
Loss before income tax expense                            (125,551)      (64,845)      (60,706)        94
Income tax expense                                                -       (1,305)         1,305     (100)
Net loss                                             $    (125,551)    $ (66,150)    $ (59,401)        90

(1) Includes $9.0 million and $4.1 million of non-cash stock-based compensation expense for the years ended December 31, 2021 and 2020, respectively.

(2) Includes $7.4 million and $3.8 million of non-cash stock-based compensation expense for the years ended December 31, 2021 and 2020, respectively.

License and Collaboration Revenue


License and collaboration revenue decreased $1.3 million, or 4%, from $28.6
million for the year ended December  31, 2020 to $27.4 million for the year
ended December 31, 2021. The decrease in license and collaboration revenue was
primarily related to a decrease in services provided under the Janssen License
and Collaboration Agreement recognized based on proportional performance,
partially offset by an $8.0 million cumulative catch-up amount recognized during
the year ended December 31, 2021. This cumulative catch-up was primarily the
result of an

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acceleration of our cumulative performance completed, following the execution of
the Restated Agreement, which reduced our remaining performance obligation.
Revenue for the year ended December 31, 2020 included an update in the amounts
forecasted for future services remaining to be performed under the Janssen
License and Collaboration Agreement which correspondingly increased our overall
cumulative percentage of completion of our performance obligation during year
ended December 31, 2020, along with continued performance and delivery of
services under the Janssen License and Collaboration Agreement.

We determined that the transaction price of the initial performance obligation
under the Restated Agreement was $106.5 million as of December 31, 2021, an
increase of $7.9 million from the transaction price of $98.6 million as of
December 31, 2020, under the Original Agreement. In order to determine the
transaction price, we evaluated all payments expected to be received during the
duration of the contract, net of development costs reimbursement expected to be
payable to Janssen. We determined that the transaction price included $87.5
million of nonrefundable payments received as of December 31, 2021, $17.9
million of reimbursement from Janssen for services performed for IL-23 receptor
antagonist compound research and other services and estimated variable
consideration consisting of $8.2  million of development cost reimbursement from
Janssen, partially offset by $7.1 million of net cost reimbursement due to
Janssen for services performed. The increase in transaction price from December
31, 2020 to December 31, 2021 was due primarily to reductions in both the
remaining services to be performed by us under the Restated Agreement and the
remaining shared development costs under the Restated Agreement.

Research and Development Expenses



                                                                    Year Ended December 31,         Dollar      %
                                                                     2021                 2020      Change    Change

                                                                           (Dollars in thousands)
Clinical and development expense - rusfertide (PTG-300)         $       55,382          $  32,395  $  22,987      71
Clinical and development expense - PN-943                               37,655             23,354     14,301      61
Clinical and development expense - JNJ-2113 (PN-235)                     4,777                317      4,460       *
Clinical and development expense - PN-232                                2,037                  -      2,037       *
Clinical and development expense - PTG-200                                  23                925      (902)    (98)
Clinical and development expense - PTG-100                                 374                540      (166)    (31)
Pre-clinical and drug discovery research expense                        24,943             18,453      6,490      35
Milestone payment obligation to former collaboration partner             4,000                  -      4,000       *
Grants and tax incentives expense reimbursement, net                   (3,185)            (1,478)    (1,707)     115
Total research and development expenses                         $      126,006          $  74,506  $  51,500      69


*Percentage not meaningful

Research and development expenses increased $51.5 million, or 69%, from $74.5
million for the year ended December 31, 2020 to $126.0 million for the year
ended December 31, 2021. The increase was primarily due to an increase of $23.0
million in rusfertide clinical trial and development costs as clinical trials
have enrolled and progressed, including the ongoing REVIVE and PACIFIC Phase 2
trials in PV, which began in December 2019 and the first quarter of 2021,
respectively, and HH, which began in early 2020, and clinical and contract
manufacturing activities incurred in 2021 in support of the REVIVE and PACIFIC
Phase 2 trials and planned VERIFY global Phase 3 clinical trial of rusfertide in
PV; an increase of $14.3 million in PN-943 clinical trial and development costs
and contract manufacturing costs primarily related to the Phase 2 IDEAL trial in
UC initiated during the second quarter of 2020; an increase of $6.5  million in
preclinical and drug discovery research expenses; an increase of $4.5 million of
clinical trial and development costs for the Phase 1 JNJ-2113 initiated in
December 2020; an increase of $4.0 million of expenses related to milestone
payments and obligations under the Zealand Agreement for rusfertide pursuant to
the resolution of related arbitration; and an increase of $2.0 million of
clinical trial and development costs for the Phase 1 PN-232 study initiated in
May 2021. These increases were partially offset by a $1.7 million increase in
grant and accrued refundable cash tax incentives and a decrease of $0.9 million
in PTG-200 clinical trial and development expenses under the Janssen License

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and Collaboration Agreement due to our delivery of substantially all agreed-upon services for the PTG-200 Phase 2 clinical trial prior to 2021.


We had 92 and 59 full-time equivalent research and development employees as of
December 31, 2021 and 2020, respectively. Research and development expenses for
the year ended December 31, 2021 included increases of $4.9  million in
stock-based compensation expense and $5.3 million of other personnel-related
expenses compared to the year ended December 31, 2020.

General and Administrative Expenses



General and administrative expenses increased $8.6 million, or 46%, from $18.6
million for the year ended December 31, 2020 to $27.2 million for the year ended
December 31, 2021, primarily due to increases of $5.2 million in
personnel-related expenses, $1.6 million in consulting expenses, $0.9 million in
market research expenses, $0.5 million in recruiting expenses to support the
growth of our business, and $0.3 million in insurance expense. The increase in
personnel-related expenses was primarily due to an increase of $3.6 million in
stock-based compensation expense and $1.6 million in wages and salaries.

We had 26 and 20 full-time equivalent general and administrative employees as of December 31, 2021 and 2020, respectively.

Interest Income



Interest income decreased $0.5 million, or 51%, from $0.9 million for the year
ended December 31, 2020 to $0.4  million for the year ended December 31, 2021.
This decrease was primarily due to the low interest rate environment in 2021 and
a change in the mix of marketable securities compared to the prior year period,
despite higher interest-earning asset balances.

Interest Expense

Interest expense of $0.6 million for the year ended December 31, 2020 was comprised of interest expense on our long-term debt under our term credit facility. We prepaid our outstanding long-term debt under our term credit facility during the second quarter of 2020. We executed a payoff letter to release all obligations under the term credit facility during the third quarter of 2021.

Loss on Early Repayment of Debt


Loss on early repayment of debt of $0.6 million for the year ended December 31,
2020 was comprised of prepayment and final payment fees paid in connection with
the early repayment of our term loan in June 2020. We had no debt outstanding at
December 31, 2021.

Other Expense, Net

Other expense, net was $0.1 million for the year ended December 31, 2021 compared to zero for the year ended December 31, 2020. The change was due primarily to an increase in foreign exchange losses.

Income Tax Expense



Income tax expense decreased $1.3 million, or 100%, from $1.3 million for the
year ended December 31, 2020 to zero for the year ended December 31, 2021. Our
effective income tax rate was 0% for the year ended December 31, 2021 as
compared to 2.0% for the year ended December 31, 2020. Our effective income tax
rate differed from our federal statutory rate of 21% primarily because our
losses could not be benefited due to our full valuation allowance position.
During the second quarter of 2020, our Australia subsidiary sold beneficial
rights to discovery intellectual property to our U.S. entity, and the U.S.
entity reimbursed the Australia subsidiary for certain direct development costs.

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Upon completion of the sale, we analyzed tax planning strategies and future
income and concluded that a valuation allowance was necessary for our Australia
subsidiary. Income tax expense for the year ended December 31, 2020 reflected
the sale of intellectual property rights, cost reimbursements and related
adjustments to the deferred tax asset, establishment of a valuation allowance
and certain uncertain tax position liabilities. We maintained a full valuation
allowance on our tax position at December 31, 2021.

Liquidity and Capital Resources

Liquidity and Capital Expenditures

Sources of Liquidity



Historically, we have funded our operations primarily from net proceeds from the
sale of shares of our common stock and receipt of payments under collaboration
agreements.

In August 2022, we entered into an Open Market Sale AgreementSM (the "Sales
Agreement"), pursuant to which we may offer and sell up to $100.0 million of
shares of our common stock from time to time in "at-the-market" offerings (the
"2022 ATM Facility"). As of December 31, 2022, no sales were made under the 2022
ATM Facility.

In June 2021, we completed an underwritten public offering of 3,046,358 shares
of common stock at a public offering price of $37.75 per share and issued an
additional 456,953 shares of common stock at a public offering price of $37.75
per share following the underwriters' exercise of their option to purchase
additional shares. Net proceeds, after deducting underwriting commission and
offering costs paid by us, were $123.8 million.

In December 2020, we completed an underwritten public offering of 4,761,904
shares of common stock at a public offering price of $21.00 per share and issued
an additional 714,285 shares of our common stock at a price of $21.00 per share
following the underwriters' exercise of their option to purchase additional
shares. Net proceeds, after deducting underwriting commissions and offering
costs paid by us, were $107.6 million.

In May 2020, we completed an underwritten public offering of 7,000,000 shares of
our common stock at a public offering price of $14.00 per share, and we issued
an additional 1,050,000 shares of our common stock at a price of $14.00 per
share following the underwriters' exercise of their option to purchase
additional shares. Net proceeds, after deducting underwriting commissions and
offering costs paid by us, were $105.3 million.

In November 2019, we entered into an Open Market Sale AgreementSM (the "Prior
Sales Agreement"), pursuant to which we could offer and sell up to $75.0 million
of shares of our common stock from time to time in "at-the-market" offerings
(the "2019 ATM Facility"). During the year ended December 31, 2020, we sold
2,483,719 shares under the 2019 ATM Facility for net proceeds of $41.9 million.
No shares were sold under the 2019 ATM Facility during the year ended December
31, 2021. During the year ended December 31, 2022, we sold 422,367 shares of our
common stock under the 2019 ATM Facility for net proceeds of $14.6 million. The
Prior Sales Agreement was terminated in connection with and replaced by the
Sales Agreement in August 2022.

We have received a total of $112.5 million in non-refundable payments from Janssen since the inception of the Janssen License and Collaboration Agreement in 2017 through December 31, 2022, as follows:

? Upon effectiveness of the Original Agreement, we received a non-refundable,

upfront cash payment of $50.0 million from Janssen;

Upon effectiveness of the First Amendment, we became eligible to receive a

? $25.0 million payment from Janssen, which was received during the second


   quarter of 2019;


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In December 2019, we became eligible to receive a $5.0 million payment

? triggered by the successful nomination of a second-generation development

compound, which was received during the first quarter of 2020;

In October 2021, we became eligible to receive $7.5 million milestone payment

? from Janssen triggered by completion of the data collection for JNJ-2113

(formerly known as PN-235) Phase 1 activities, which was received during the

fourth quarter of 2021; and

In March 2022, we became eligible to receive a $25.0 million milestone payment

? in connection with the dosing of the third patient in the Phase 2b clinical

trial of JNJ-2113 in moderate-to-severe plaque psoriasis during the first

quarter of 2022, which was received during the second quarter of 2022.




We also expect to receive payments for services provided under the collaboration
agreement and we may make in-kind payment reimbursements to Janssen for certain
costs they have incurred pursuant to the cost sharing terms of the agreement.

Pursuant to the Restated Agreement, we may be eligible to receive clinical development, regulatory and sales milestones, if and when achieved. Upcoming potential development milestones for second-generation products include:

$10.0 million upon the dosing of the third patient in the first Phase 2

? clinical trial for any second-generation product for a second indication (i.e.,

an indication different than the indication which triggered the $25.0 million

milestone payment received during the first quarter of 2022 described above);

? $50.0 million upon the dosing of the third patient in a Phase 3 clinical trial

for a second-generation compound for any indication;

? $15.0 million upon the dosing of the third patient in a Phase 3 clinical trial

for a second-generation compound for a second indication; and

? $115.0 million upon a Phase 3 clinical trial for a second-generation compound

for any indication meeting its primary clinical endpoint.

Capital Requirements



As of December 31, 2022, we had $237.4 million of cash, cash equivalents and
marketable securities and an accumulated deficit of $536.8 million. Our capital
expenditures were $0.8 million, $1.1 million and $0.5 million for the years
ended December 31, 2022, 2021 and 2020, respectively. Our primary uses of cash
are to fund our operating expenses, primarily related to our research and
development expenditures, general and administrative costs and
pre-commercialization costs. Cash used in operating activities is impacted by
the timing of when we pay these expenses. As of the date of this filing, we
believe, based on our current operating plan and assumptions that our existing
cash, cash equivalents and marketable securities will be sufficient to meet our
anticipated operating and capital expenditure requirements for at least the next
12 months. We have based this estimate on assumptions that may prove to be
wrong. We could utilize our available capital resources sooner than we currently
expect if, for instance, our planned pre-clinical and clinical trials are
successful or expanded, our product candidates enter new and more advanced
stages of clinical development, we experience significant delays or difficulties
in commencing, enrolling or completing clinical studies, our newer product
clinical trials advance beyond the discovery stage, or various other factors. We
expect that our cash burn will be lower in 2023 due to our research and
development expenses decreasing in the near term as we continue to de-prioritize
our PN-943 clinical program and streamline certain discovery programs to focus
our resources toward progressing our rusfertide program into later stage
clinical trials and preparing for commercialization.

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We anticipate that we will need to raise substantial additional funding to advance rusfertide through clinical development and toward potential regulatory approval and to develop, acquire, or in-license other potential product candidates. Our future funding requirements will depend on many factors, including:

the progress, timing, scope, results and costs of advancing our clinical trials

? for our product candidates, including the ability to enroll patients in a

timely manner for our clinical trials;

? the costs of and our ability to obtain clinical and commercial supplies and any

other product candidates we may identify and develop;

? our ability to successfully commercialize the product candidates we may

identify and develop;

the selling and marketing costs associated with our current product candidates

? and any other product candidates we may identify and develop, including the

costs and timing of expanding our sales and marketing capabilities;

the achievement of development, regulatory and sales milestones resulting in

? payments to us from Janssen under the Restated Agreement or other such

arrangements that we may enter into, and the timing of such payments, if any;

the timing, receipt and amount of royalties under the Restated Agreement on

? worldwide net sales of IL-23 receptor antagonist compounds, upon regulatory

approval or clearance, if any;

the amount and timing of sales and other revenues from our current product

? candidates and any other product candidates we may identify and develop,

including the sales price and the availability of adequate third-party

reimbursement;

? the cash requirements of any future acquisitions or discoveries of product

candidates;

? the time and costs necessary to respond to technological and market

developments;

? the extent to which we may acquire or in-license other product candidates and

technologies;

? the costs necessary to attract, hire and retain qualified personnel;

? the costs of maintaining, expanding and protecting our intellectual property

portfolio; and

? the costs of ongoing general and administrative activities to support the

growth of our business.




Such additional funding may come from various sources, including raising
additional capital, seeking access to debt, and seeking additional collaborative
or other arrangements with partners, but such funding may not be available on
terms acceptable to us, if at all. As discussed in Part I, Item1A."Risk
Factors", we are currently operating in a period of economic uncertainty and
capital markets disruption, which has been significantly impacted by domestic
and global monetary and fiscal policy, and geopolitical instability, among other
factors. A future recession or market correction related to COVID-19 or due to
other factors, including significant geopolitical or macroeconomic events, could
materially affect our business and our access to credit and financial markets.

Any failure to raise capital as and when needed could have a negative impact on
our financial condition and on our ability to pursue our business plans and
strategies. Further, our operating plans may change, and we may need additional
funds to meet operational needs and capital requirements for clinical trials,
other research and development activities and pre-commercialization costs. If we
do raise additional capital through public or private equity offerings or
convertible debt securities, the ownership interest of our existing stockholders
could be diluted, and the terms of these securities

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could include liquidation or other preferences that could adversely affect our
stockholders' rights. If we raise additional capital through debt financing, we
could be subject to covenants limiting or restricting our ability to take
specific actions, such as incurring additional debt, making capital expenditures
or declaring dividends. Because of the numerous risks and uncertainties
associated with the development and commercialization of our product candidates,
we are unable to fully estimate the amounts of increased capital outlays and
operating expenditures associated with our current and anticipated product
development programs. For additional information, see Part I, Item 1A, Risk
Factors-"Risks Related to our Financial Position and Capital Requirements".

The following table includes our cash flow data for the periods indicated (in
thousands):

                                                           Year Ended December 31,

Consolidated Statements of Cash Flows Data:           2022           2021  

2020



                                                            (Dollars in 

thousands)


Cash used in operating activities                  $ (108,137)    $ (107,865)    $  (72,484)
Cash provided by (used in) investing activities    $    91,468    $  (15,860)    $  (90,965)
Cash provided by financing activities              $    18,838    $   129,923    $   247,626
Stock-based compensation                           $    24,202    $    16,395    $     7,899

Cash Used in Operating Activities


Cash used in operating activities during the year ended December 31, 2022, was
$108.1 million, consisting primarily of our net loss of $127.4 million and a net
change of $7.8 million in net operating assets and liabilities, partially offset
by certain non-cash items, including $24.2 million of stock-based compensation
expense. The $0.3  million increase in cash flow used in operating activities
during the year ended December 31, 2022, as compared to the year ended December
31, 2021, was primarily due to a $1.8 million increase in our net loss, a $4.5
million net change in net operating assets and liabilities, and a $1.8 million
net change in other non-cash items, partially offset by a $7.8 million increase
in stock-based compensation expense.

Cash used in operating activities during the year ended December 31, 2021, of
$107.9 million consisted primarily of our net loss of $125.6 million, partially
offset by certain non-cash items including $16.4 million of stock-based
compensation expense. The $35.4 million increase in cash flow used in operating
activities during the year ended December 31, 2021, as compared to the year
ended December 31, 2020, was primarily due to a $59.4 million increase in our
net loss, partially offset by certain non-cash items including an increase of
$8.5 million of stock-based compensation expense, and a $14.2 million change in
decrease in deferred revenue.

Cash Provided by (Used in) Investing Activities


Cash provided by investing activities for the year ended December 31, 2022, was
$91.5 million, consisting of proceeds from maturities of marketable securities
of $307.1 million, partially offset by purchases of marketable securities of
$214.9 million and purchases of property and equipment of $0.8 million. The
$107.3 million increase in cash provided by investing activities for the year
ended December 31, 2022, as compared to the year ended December 31, 2021, was
primarily related to a decrease of $71.7 million in purchases of marketable
securities and an increase of $35.3 million in proceeds from maturities of
marketable securities. Purchases of property and equipment were primarily
related to purchases of laboratory and computer equipment.

Cash used in investing activities for the year ended December 31, 2021, was
$15.9 million, consisting of purchases of marketable securities of $286.6
million and purchases of property and equipment of $1.1 million, partially
offset by proceeds from maturities of marketable securities of $271.8 million.
The $75.1 million decrease in cash used in investing activities for the year
ended December 31, 2021, as compared to the year ended December 31, 2020, was
primarily due to an increase of $82.3 million in proceeds from maturities of
marketable securities. Purchases of property and equipment were primarily
related to purchases of laboratory equipment, furniture and computer equipment.

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Cash Provided by Financing Activities


Cash provided by financing activities for the year ended December 31, 2022, was
$18.8 million, consisting primarily of net cash proceeds from sales of $14.6
million under the 2019 ATM Facility and proceeds from the issuance of common
stock upon the exercise of stock options and purchases of common stock under our
employee stock purchase plan of $4.4 million. The $111.1 million decrease in
cash provided by financing activities for the year ended December 31, 2022, as
compared to the year ended December 31, 2021, was primarily due to a $123.8
million decrease in cash proceeds from our public offerings of common stock, and
a $1.8 million decrease in proceeds from the issuance of common stock upon
exercise of stock options and purchases of common stock under our employee stock
purchase plan. These decreases were partially offset by $14.6 million increase
in cash proceeds from ATM sales.

Cash provided by financing activities for the year ended December 31, 2021, was
$129.9 million, consisting primarily of cash proceeds from our public offerings
of common stock of $123.8 million and proceeds from the issuance of common stock
upon the exercise of stock options and purchases of common stock under our
employee stock purchase plan of $6.3 million. The $117.7 million decrease in
cash provided by financing activities for the year ended December 31, 2021, as
compared to the year ended December 31, 2020, was primarily due to an $89.5
million decrease in cash proceeds from our public offerings of common stock, a
$42.1 million decrease in cash proceeds from ATM sales. These decreases were
partially offset by $10.5 million related to the early repayment of long-term
debt in 2020 and a $3.5  million increase in proceeds from the issuance of
common stock upon exercise of stock options and purchases of common stock under
our employee stock purchase plan.

Contractual Obligations and Other Commitments



In the normal course of business, we enter into agreements with contract service
providers to assist in the performance of our research and development
activities and clinical and commercial manufacturing activities. Subject to
required notice periods and our obligations under binding commitments, we can
elect to discontinue the work under these agreements at any time. We expect to
enter into additional clinical development, contract research, clinical and
commercial manufacturing, supplier agreements and collaborative research
agreements in the future, which may require upfront payments and long-term
commitments of capital resources.

Our contractual obligations include minimum lease payments under our operating
lease obligations. On July 2,  2021, we entered into a second amendment to our
facility lease agreement dated as of March 2017, to lease approximately 15,000
square feet of additional office space in Newark, California. See Note 10 to the
Consolidated Financial Statements elsewhere in this Annual Report on Form 10-K
for additional information.

Under the Restated Agreement, we share with Janssen certain development,
regulatory and compound supply costs. The actual amounts that we pay Janssen or
that Janssen pays us will depend on numerous factors, some of which are outside
of our control and some of which are contingent upon the success, if achieved,
of certain development and regulatory activities. See Note 3 to the Consolidated
Financial Statements elsewhere in this Annual Report on Form 10- K for
additional information.

In June 2012, we entered into the Zealand Agreement to identify, optimize and
develop novel disulfide-rich peptides to discover a hepcidin mimetic. We amended
the Zealand Agreement on February 28, 2014, at which point we assumed
responsibility for the development program. On January 23, 2020, we initiated
arbitration proceedings with the International Court of Arbitration of the
International Chamber of Commerce against Zealand. On August 4, 2021, we and
Zealand agreed to resolve the dispute and reached an Arbitration Resolution
Agreement. See Note 7 and Note 11 to the Consolidated Financial Statements
included elsewhere in this Annual Report on Form 10-K for additional
information.

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