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

Overview

We are a multi-asset, clinical-stage biopharmaceutical company focused on identifying, developing and commercializing novel treatments for bacterial infections, including MDR bacterial infections, and rare diseases. Our product candidate tebipenem HBr is designed to be the first broad-spectrum oral carbapenem-class antibiotic for use to treat certain bacterial infections that cause complicated urinary tract infections ("cUTIs"), including pyelonephritis, caused by certain microorganisms, in adult patients who have limited oral treatment options. Treatment with effective orally administrable antibiotics may prevent hospitalizations for serious infections and enable earlier and cost-effective treatment of patients after hospitalization. On June 27, 2022, we announced that we received a Complete Response Letter ("CRL") from the FDA for our NDA seeking approval for tebipenem HBr. See below under the heading "Recent Developments" for additional information.

We are developing SPR720, a novel oral antibiotic designed for the treatment of a rare, orphan disease caused by non-tuberculous mycobacterial pulmonary infections ("NTM"). In addition, we are developing an IV-administered product candidate, SPR206, to treat MDR Gram-negative infections in the hospital. We believe that our novel product candidates, if successfully developed and approved, would have meaningful patient impacts and significant commercial applications for the treatment of bacterial infections, including MDR infections, in both the community and hospital settings. Since our inception in 2013, we have focused substantially all of our efforts and financial resources on organizing and staffing our company, business planning, raising capital, acquiring and developing product and technology rights, building our intellectual property portfolio and conducting research and development activities for our product candidates. We do not have any products approved for sale and have not generated any revenue from product sales.

We have experienced net losses and significant cash outflows from cash used in operating activities since our inception. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of one or more of our product candidates. As of June 30, 2022, we had an accumulated deficit of $429.0 million, and cash, cash equivalents and marketable securities of $45.4 million. We expect to continue to incur significant expenses and increasing operating losses for at least the next several years. Based on our strategic restructuring, described in Note 11 - Restructuring to the Financial Statements, and the cessation of commercialization activities for the tebipenem HBr program, we believe that our existing cash, cash equivalents and marketable securities, together with other non-dilutive funding commitments, will be sufficient to fund our planned operating expenses and capital expenditures pursuant to the priorities of our strategic refocusing into late 2023. During this period, our strategic refocusing prioritizes advancing SPR720 and SPR206 to key Phase 2 milestones. This timeline is subject to uncertainty as to the timing of future expenditures. We have developed plans to mitigate this risk, which primarily consist of raising additional capital through some combination of equity or debt financings, potential new collaborations, additional grant



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funding and/or reducing cash expenditures. If we are not able to secure adequate additional funding, we plan to make reductions in spending. In that event, we may have to delay, scale back, or eliminate some or all of our planned clinical trials and research stage programs. The actions necessary to reduce spending under this plan at a level that mitigates the factors described above is not considered probable, as defined in the accounting standards and therefore, the full extent to which management may extend our funds through these actions may not be considered in management's assessment of our ability to continue as a going concern. As a result, management has concluded that substantial doubt exists about our ability to continue as a going concern.

We will not generate revenue from product sales unless and until we successfully complete clinical development and obtain regulatory approval for our product candidates. If we obtain regulatory approval for any of our product candidates and do not enter into a commercialization partnership, we expect to incur significant expenses related to developing our internal commercialization capability to support product sales, marketing and distribution. Further, we expect to incur additional costs associated with our continued operation as a public company.

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of equity offerings, debt financings, government funding arrangements, collaborations, strategic alliances and marketing, distribution or licensing arrangements. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as, and when, needed, we may have to significantly delay, scale back or discontinue the development and commercialization of one or more of our product candidates.

Because of the numerous risks and uncertainties associated with pharmaceutical product development, we are unable to accurately predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.



Recent Developments

SPR720 Program Updates

We are finalizing the design of a planned Phase 2 clinical trial of SPR720, our investigational oral antimicrobial agent being developed as a treatment for nontuberculous mycobacterial-pulmonary disease (NTM-PD). The trial is expected to enroll approximately 35 treatment naïve or treatment inexperienced NTM-PD patients across four cohorts. Cohorts will include a blinded placebo cohort, blinded SPR720 cohorts receiving 500 or 1000 mg of study drug daily, and an open-label SPR720 cohort receiving 1000 mg of study drug daily. The primary endpoint of the trial will evaluate changes in bacterial load in sputum samples from baseline to the end of the trial's 56-day treatment period. Key secondary endpoints will include assessments of clinical response, quality of life, study drug pharmacokinetics, and safety and tolerability.

We expect the SPR720 Phase 2 trial to begin in the fourth quarter of 2022, with interim data expected in mid-2023 and topline data expected in 2024. The Phase 2 trial is supported by preclinical studies demonstrating SPR720's potent activity against a range of NTM species as well as Phase 1 clinical trial results that showed it to be well tolerated at exposures above predicted therapeutic levels.

SPR206 Program Updates

Following a productive pre-IND meeting with the FDA, we are planning a Phase 2, cross-indication resistant pathogen clinical trial of SPR206, a novel investigational IV-administered next generation polymyxin antibiotic being developed to treat MDR Gram-negative bacterial infections. The planned trial is designed to enroll patients with cUTI, hospital-acquired and ventilator-associated bacterial pneumonia (HABP/VABP), and bloodstream infections (BSI). It is supported by preclinical data as well as the results of multiple Phase 1 trials. These Phase 1 clinical trials have demonstrated SPR206's lack of nephrotoxicity at predicted therapeutic dose levels and its ability to continuously achieve mean lung epithelial lining fluid exposures above its MIC (minimum inhibitory concentration) for targeted gram-negative pathogens, when administered three times daily at 100 mg. We expect to initiate the planned Phase 2 trial of SPR206 in the third quarter of 2023.

In July 2022, subsequent to the completion of a milestone related to regulatory engagement for SPR206, Pfizer communicated its approval that the milestone was achieved, and we invoiced Pfizer for the $5.0 million under our license agreement with Pfizer.

Tebipenem HBr Program Updates

Type A Meeting for Tebipenem HBr

On August 2, 2022, we held a Type A meeting with the FDA to gain further insights as to the pathway forward towards a potential regulatory approval for tebipenem HBr. We expect to receive written minutes during the third quarter of 2022.

Complete Response Letter for Tebipenem HBr New Drug Application



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On June 27, 2022, we announced that we received a Complete Response Letter from the FDA for our NDA seeking approval for tebipenem HBr oral tablets for treatment of adult patients with cUTI, including pyelonephritis. In the CRL, the FDA communicated that it had completed its review of the NDA and determined that the NDA could not be approved in its present form. The FDA ultimately concluded that our Phase 3 cUTI clinical trial of tebipenem HBr (ADAPT-PO) was insufficient to support approval and that additional clinical study would be required.

Restructuring

On May 3, 2022, we announced that we would immediately suspend current commercialization activities for tebipenem HBr based on feedback from a recent Late Cycle Meeting ("LCM") with the FDA regarding our NDA for tebipenem HBr. As a result, we have restructured our operations to focus on advancing our earlier stage programs, SPR720 and SPR206, while we continue our dialogue with the FDA to seek a pathway forward for the potential approval of tebipenem HBr. We believe this re-prioritized strategic focus is the best way to optimize our financial and other resources to advance our goal of developing and commercializing product candidates to address the unmet need for solutions to antibiotic resistant pathogens.

In connection with the foregoing, on May 3, 2022, we implemented a strategic restructuring initiative and corresponding reduction in workforce. The restructuring initiative and corresponding reduction in workforce was designed to reduce costs and reallocate resources towards our clinical development programs for SPR720 and SPR206, while maintaining key personnel needed to help preserve the value of our tebipenem HBr program. The restructuring reduced our workforce from 146 full-time employees as of December 31, 2021 to 41 full-time employees as of June 30, 2022. We communicated the workforce reduction on May 3, 2022 and we incurred the majority of our costs associated with the restructuring during the quarter ended June 30, 2022. As of June 30, 2022, we incurred approximately $11.8 million of costs in connection with the reduction in workforce related to severance pay and other restructuring costs. For more information, see Note 11 - Restructuring to the Financial Statements.

Components of our Results of Operations

Sales Revenue

To date, we have not generated any revenue from product sales. If our development efforts for our product candidates are successful and result in regulatory approval, we may generate revenue in the future from product sales. We cannot predict if, when, or to what extent we will generate revenue from the commercialization and sale of our product candidates. We may never succeed in obtaining regulatory approval for any of our product candidates.

Grant Revenue

To date, the majority of our revenue has been derived from government awards. We expect that our revenue for the next few years will be derived primarily from payments under our government awards that we have currently entered into and that we may enter into in the future.

Collaboration Revenue

Collaboration revenue relates to our agreements with Everest and Pfizer.

Operating Expenses

Research and Development Expenses

Research and development expenses consist primarily of costs incurred for our research activities, including our drug discovery efforts, and the development of our product candidates, which include:

employee-related expenses, including salaries, related benefits, travel and share-based compensation expense for employees engaged in research and development functions;

expenses incurred in connection with the preclinical and clinical development of our product candidates, including under agreements with contract research organizations ("CROs");

costs incurred in connection with our government awards;

the cost of consultants and contract manufacturing organizations ("CMOs") that manufacture drug products for use in our preclinical studies and clinical trials;

facilities, depreciation and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, insurance and supplies; and

payments made under third-party licensing agreements.



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In June 2019, we entered into a collaboration with the Bill and Melinda Gates Research Institute (the "Gates MRI"), a nonprofit research institution wholly owned by the Bill and Melinda Gates Foundation to develop SPR720 for the treatment of lung infections caused by Mycobacterium tuberculosis. In furtherance of the Gates MRI's charitable purposes, we also granted the Gates MRI a no cost, exclusive license to develop, manufacture and commercialize SPR720 for the treatment of tuberculosis ("TB") in low- and middle- income countries. Gates MRI will conduct and fund preclinical and clinical studies for the development of SPR720 against TB and fund certain agreed upon collaborative research activities performed by us. Due to our assessment that we do not have a vendor/customer relationship with the Gates MRI, we recognize the funding received under the agreement as a reduction to the research and development expenses as the related expenses are incurred.

We expense research and development costs as incurred. Nonrefundable advance payments we make for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed.

Our direct research and development expenses are tracked on a program-by-program basis and consist primarily of external costs, such as fees paid to consultants, contractors, CMOs and CROs in connection with our preclinical and clinical development activities. License fees and other costs incurred after a product candidate has been designated and that are directly related to the product candidate are included in direct research and development expenses for that program. License fees and other costs incurred prior to designating a product candidate are included in early stage research programs. We do not allocate employee costs, costs associated with our preclinical programs or facility expenses, including depreciation or other indirect costs, to specific product development programs because these costs are deployed across multiple product development programs and, as such, are not separately classified.

Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials.

At this time, we cannot reasonably estimate or know the nature, timing and costs of the efforts that will be necessary to complete the preclinical and clinical development of any of our product candidates. The successful development and commercialization of our product candidates is highly uncertain. This is due to the numerous risks and uncertainties, including the following:

successful completion of clinical trials with safety, tolerability and efficacy profiles that are satisfactory to the FDA or any comparable foreign regulatory authority, including on account of the disruptive impacts of the COVID-19 pandemic;

receipt of marketing approvals from applicable regulatory authorities;

establishment of arrangements with third-party manufacturers to obtain manufacturing supply;

obtainment and maintenance of patent, trade secret protection and regulatory exclusivity, both in the United States and internationally, including our ability to maintain our license agreement with Meiji with respect to tebipenem HBr;

protection of our rights in our intellectual property portfolio;

launch of commercial sales of our product candidates, if approved, whether alone or in collaboration with others;

acceptance of our product candidates, if approved, by patients, the medical community and third-party payors;

competition with other therapies; and

a continued acceptable safety profile of our product candidates, if approved.

A change in the outcome of any of these variables with respect to the development of any of our product candidates would significantly change the costs and timing associated with the development of that product candidate. We may never succeed in obtaining regulatory approval for any of our product candidates.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related costs, including share-based compensation, for personnel in executive, finance and administrative functions. General and administrative expenses also include direct and allocated facility-related costs as well as professional fees for legal, patent, consulting, investor and public relations, accounting and audit services.



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Restructuring

In light of our decision to suspend current commercialization activities for tebipenem HBr and our strategic restructuring, we expect that our future expected operating expenses will be substantially reduced. We currently expect our research and development and general and administrative expenses to be lower for the remainder of 2022 as we progress through our discussions with the FDA regarding the NDA for tebipenem HBr and operate pursuant to our restructuring. In connection with our restructuring, we incurred approximately $11.8 million of costs in connection with the reduction in workforce related to severance pay and other restructuring costs. We incurred the majority of the costs associated with our restructuring during the quarter ended June 30, 2022. We also anticipate that we will continue to incur accounting, audit, legal, regulatory, compliance, infrastructure and director and officer insurance costs as well as investor and public relations expenses associated with our continued operation as a public company.



Other Income (Expense)

Interest Income (Expense)

Interest income (expense) consists of interest expense related to the sale of future royalties and interest earned on our cash equivalents, which are primarily invested in money market accounts, as well as interest earned on our investments in marketable securities that we held during the three and six months ended June 30, 2022 and 2021.

Other Income (Expense), Net

Other income (expense), net, consists of insignificant amounts of miscellaneous income, as well as the loss on extinguishment of liability related to the sale of future royalties, the change in the fair value of our derivative liability, realized and unrealized gains and losses from foreign currency-denominated cash balances, vendor payables and receivables from the Australian research and development tax incentive.

Critical Accounting Policies and Significant Judgments and Estimates

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). The preparation of our consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

During the six months ended June 30, 2022, we had the following material change to our critical accounting estimates as reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021:

Restructuring

We have made estimates and judgments regarding the amount and timing of our restructuring expense and liability, including current and future period termination benefits and other exit costs to be incurred when related actions take place. Restructuring charges are reflected in our consolidated statements of income. Actual results may differ from these estimates.

Results of Operations

Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of revenues and the satisfaction of liabilities in the normal course of business. We have incurred losses from the inception of our operations. These factors raise substantial doubt about our ability to continue as a going concern.



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Comparison of the Three Months Ended June 30, 2022 and 2021

The following table summarizes our results of operations for the three months ended June 30, 2022 and 2021 (in thousands):



                                            Three Months Ended June 30,
                                             2022                 2021            $ Change
Revenues:
Grant revenue                           $        1,097       $        3,042     $      (1,945 )
Collaboration revenue                              896                2,106            (1,210 )
Total revenues                                   1,993                5,148            (3,155 )

Operating expenses:
Research and development                         8,173               14,461            (6,288 )
General and administrative                       8,051                9,229            (1,178 )
Restructuring                                   11,849                    -            11,849
Total operating expenses                        28,073               23,690             4,383
Loss from operations                           (26,080 )            (18,542 )          (7,538 )
Other income (expense):
Interest income                                    111                   82                29
Other income (expense), net                        (10 )               (112 )             102
Interest expense related to the sale
of future royalties                               (117 )                  -              (117 )
Loss on extinguishment of liability
related to the sale of future
royalties                                       (3,581 )                  -            (3,581 )
Change in fair value of derivative
liability                                          995                    -               995
Total other income (expense), net               (2,602 )                (30 )          (2,572 )
Net loss                                $      (28,682 )     $      (18,572 )   $     (10,110 )



Grant Revenue
                                           Three Months Ended June 30,
                                            2022                 2021             $ Change

BARDA Contract (tebipenem HBr) $ 653 $ 1,889 $ (1,236 ) NIAID Contract (SPR206)

                           370                   43                327
DoD Agreement (Potentiator product
candidate)                                         74                1,110             (1,036 )
Total grant revenue                     $       1,097       $        3,042     $       (1,945 )

Grant revenue recognized during the three months ended June 30, 2022 and 2021 consisted of the reimbursement of qualifying expenses incurred in connection with our various government awards. The decrease in revenue during the three months ended June 30, 2022 was primarily due to a $1.2 million decrease in qualified expenses incurred under our BARDA contract for tebipenem HBr and a $1.0 million decrease in funding under our DoD agreement relating to SPR206, offset by an increase of $0.3 million under our NIAID agreement relating to SPR206.

Collaboration Revenue

During the three months ended June 30, 2022, we recognized $0.1 million in collaboration revenue related to our agreement with Pfizer and $0.8 million in collaboration revenue related to milestones under our agreement with Everest Medicines. During the three months ended June 30, 2021, we recognized $1.4 million in collaboration revenue related to our agreement with Pfizer consisting of the delivery of the license for SPR206 in ex-U.S. and ex-Asia territories and $0.8 million in collaboration revenue upon the initiation of the BAL clinical trial of SPR206 in June 2021, related to our agreement with Everest Medicines.

Research and Development Expenses



                                           Three Months Ended June 30,
                                            2022                 2021             $ Change
Direct research and development
expenses by program:
Tebipenem HBr                           $       2,174       $        6,403     $       (4,229 )
SPR720                                            249                  682               (433 )
Potentiator product candidate
(SPR206)                                          854                1,275               (421 )
Unallocated expenses:
Personnel related (including
share-based compensation)                       3,885                5,019             (1,134 )
Facility related and other                      1,011                1,082                (71 )
Total research and development
expenses                                $       8,173       $       14,461     $       (6,288 )




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Direct costs related to our tebipenem HBr program decreased by $4.2 million during the three months ended June 30, 2022 compared to the three months ended June 30, 2021, due to reduced program activity as a result of our strategic restructuring announced in May 2022 and further described in Note 11 - Restructuring to the Financial Statements.

Direct costs related to our SPR720 program decreased by $0.4 million during the three months ended June 30, 2022 as compared to the three months ended June 30, 2021, due to decreased clinical activity during the period. We expect to continue to incur direct costs related to SPR720 as we progress preclinical and clinical activities. During the three months ended June 30, 2021, direct costs related to our SPR720 program reflected a $0.6 million reduction to expense related to activities funded by Gates MRI.

Direct costs related to our SPR206 program decreased by $0.4 million during the three months ended June 30, 2022, primarily due to decreased clinical activity during the period. We expect to continue to incur direct costs related to SPR206 as we progress preclinical and clinical activities.

The decrease in personnel-related costs of $1.1 million was primarily a result of a decrease in research and development headcount due to our strategic restructuring announced in May 2022. Personnel-related costs for the three months ended June 30, 2022 and 2021 included share-based compensation expense of $0.5 million and $0.9 million, respectively.

Facility-related and other costs primarily reflect costs related to supporting our research and development staff.

General and Administrative Expenses



                                           Three Months Ended June 30,
                                            2022                 2021             $ Change
Personnel related (including
share-based compensation)               $       3,852       $        4,719     $         (867 )
Professional and consultant fees                2,884                3,838               (954 )
Facility related and other                      1,315                  672                643
Total general and administrative
expenses                                $       8,051       $        9,229     $       (1,178 )

The decrease in personnel-related costs of $0.9 million was primarily a result of a decrease in headcount in our commercial, general and administrative functions due to our strategic restructuring. Personnel-related costs for the three months ended June 30, 2022 and 2021 included share-based compensation expense of $0.8 million and $1.3 million, respectively.

The decrease in professional and consultant fees of $1.0 million was primarily due to decreased commercial operation expenses, offset by legal and consulting expenses.

Facility-related and other costs primarily reflect costs related to supporting our general and administrative staff.

Restructuring

During the three months ended June 30, 2022, we incurred restructuring expenses of $11.8 million related to our strategic restructuring in May 2022. Restructuring expenses for the period were primarily comprised of $8.7 million of severance and other employee costs, $2.6 million of discontinuation costs such as contract termination fees and $0.6 million of lease impairment expenses. For further information, refer to Note 11 - Restructuring to the Financial Statements.

Other Income (Expense), Net

Other expense, net was $(2.6) million for the three months ended June 30, 2022, compared to less than $(0.1) million for the three months ended June 30, 2021. Total other expense for the three months ended June 30, 2022 included $3.6 million in loss on extinguishment of liability related to the sale of future royalties, a $1.0 million net change in derivative liability, $0.1 million in interest expense related to the sale of future royalties, and net immaterial changes primarily due to fluctuations in unrealized foreign currency gains, offset by interest income.



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Comparison of the Six Months Ended June 30, 2022 and 2021

The following table summarizes our results of operations for the six months ended June 30, 2022 and 2021 (in thousands):



                                          Six Months Ended June 30,
                                          2022                 2021             $ Change
Revenues:
Grant revenue                        $        2,919       $       10,342     $       (7,423 )
Collaboration revenue                         1,143                2,106               (963 )
Total revenues                                4,062               12,448             (8,386 )

Operating expenses:
Research and development                     25,144               32,865             (7,721 )
General and administrative                   23,356               17,528              5,828
Restructuring                                11,849                    -             11,849
Total operating expenses                     60,349               50,393              9,956
Loss from operations                        (56,287 )            (37,945 )          (18,342 )
Other income (expense):
Interest income                                 183                  180                  3
Other income (expense), net                     (23 )               (230 )              207
Interest expense related to the
sale of future royalties                     (2,605 )                  -             (2,605 )
Loss on extinguishment of
liability related to the sale of
future royalties                             (3,581 )                  -             (3,581 )
Change in fair value of derivative
liability                                       802                    -                802
Total other income (expense), net            (5,224 )                (50 )           (5,174 )
Net loss                             $      (61,511 )     $      (37,995 )   $      (23,516 )



Grant Revenue
                                           Six Months Ended June 30,
                                           2022                 2021             $ Change
BARDA Contract (SPR994)               $        1,328       $        8,185     $       (6,857 )
NIAID Contract (SPR206)                          623                  402                221
DoD Agreement (Potentiator product
candidates)                                      968                1,755               (787 )
Total revenue                         $        2,919       $       10,342     $       (7,423 )

Grant revenue recognized during the six months ended June 30, 2022 and 2021 consisted of the reimbursement of qualifying expenses incurred in connection with our various government awards. The decrease in revenue during the six months ended June 30, 2022 was primarily due to a $6.9 million decrease in qualified expenses incurred under our BARDA contract for tebipenem HBr and a $0.8 million decrease in funding under our DoD agreement relating to SPR206, offset by a $0.2 million increase in funding under our NIAID agreement relating to SPR206.

Collaboration Revenue

During the six months ended June 30, 2022, we recognized $0.4 million in collaboration revenue related to milestones under our agreement with Pfizer and $0.8 million in collaboration revenue related to milestones under our agreement with Everest Medicines. During the six months ended June 30, 2021, we recognized $1.4 million in collaboration revenue related to our agreement with Pfizer consisting of the delivery of the license for SPR206 in ex-U.S. and ex-Asia territories and $0.8 million in collaboration revenue upon the initiation of the BAL clinical trial of SPR206 in June 2021, related to our agreement with Everest Medicines.

Research and Development Expenses



                                           Six Months Ended June 30,
                                           2022                 2021             $ Change
Direct research and development
expenses by program:
Tebipenem HBr                         $        8,418       $       16,518     $       (8,100 )
SPR720                                           334                1,925             (1,591 )
Potentiator product candidates
(SPR206 and SPR741)                            2,774                2,365                409
Unallocated expenses:
Personnel related (including
share-based compensation)                     11,398                9,771              1,627
Facility related and other                     2,220                2,286                (66 )
Total research and development
expenses                              $       25,144       $       32,865     $       (7,721 )




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Direct costs related to our tebipenem HBr program decreased by $8.1 million during the six months ended June 30, 2022 compared to the six months ended June 30, 2021, primarily due to our strategic restructuring announced in May 2022 and further described in Note 11 - Restructuring to the Financial Statements.

Direct costs related to our SPR720 program decreased by $1.6 million during the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, due to decreased clinical activity during the period. We expect to continue to incur direct costs related to SPR720 as we progress preclinical and clinical activities. Direct costs related to our SPR720 program during the six months ended June 30, 2021 reflect a $1.1 million reduction to expense related to activities funded by Gates MRI.

Direct costs related to our SPR206 program increased by $0.4 million during the six months ended June 30, 2022, primarily due to higher clinical costs. We expect to continue to incur direct costs related to SPR206 as we progress preclinical and clinical activities.

The increase in personnel-related costs of $1.6 million was primarily a result of higher research and development headcount costs prior to our strategic restructuring. Personnel-related costs for the six months ended June 30, 2022 and 2021 included share-based compensation expense of $1.9 million and $1.7 million, respectively.

Facility-related and other costs primarily reflect costs related to supporting our research and development staff.

General and Administrative Expenses



                                           Six Months Ended June 30,
                                           2022                 2021             $ Change
Personnel related (including
share-based compensation)             $       12,295       $        9,148     $        3,147
Professional and consultant fees               8,532                6,950              1,582
Facility related and other                     2,529                1,430              1,099
Total general and administrative
expenses                              $       23,356       $       17,528     $        5,828

The increase in personnel-related costs of $3.1 million was primarily a result of higher headcount costs in our commercial, general and administrative functions prior to our strategic restructuring. Personnel-related costs for the six months ended June 30, 2022 and 2021 included share-based compensation expense of $2.7 million and $2.4 million, respectively.

The increase in professional and consultant fees of $1.6 million was primarily due to increased commercial operation expenses prior to our strategic restructuring, as well as increased legal and consulting expenses.

Facility-related and other costs primarily reflect costs related to supporting our general and administrative staff.

Restructuring

During the six months ended June 30, 2022, we incurred restructuring expenses of $11.8 million related to our strategic restructuring in May 2022. Restructuring expenses for the period were primarily comprised of $8.7 million of severance and other employee costs, $2.6 million of discontinuation costs such as contract termination fees and $0.6 million of lease impairment expenses. For further information, refer to Note 11 - Restructuring to the Financial Statements.

Other Income (Expense), Net

Other expense, net was $(5.2) million for the six months ended June 30, 2022 compared to less than $(0.1) million for the six months ended June 30, 2021. Total other expense for the six months ended June 30, 2022 included $2.6 million in interest expense related to the sale of future royalties, $3.6 million in loss on extinguishment of liability related to the sale of future royalties, a $0.8 million net change in derivative liability and net immaterial changes primarily due to fluctuations in unrealized foreign currency gains, offset by interest income.

Liquidity and Capital Resources

Since our inception, we have incurred significant operating losses. We have recognized limited revenue to date from funding arrangements with the DoD, NIAID, CARB-X and BARDA and our license agreements with Everest and Pfizer. We have not yet commercialized any of our product candidates and we may not generate revenue from sales of any product candidates. To date, we have funded our operations with payments received under license and collaboration agreements and funding from government contracts, and mostly from the proceeds of multiple common stock offerings. As of June 30, 2022, we had cash, cash equivalents and marketable securities of $45.4 million.

On March 11, 2021, we entered into a new sales agreement with Cantor Fitzgerald & Co. ("Cantor") and filed a new universal shelf registration statement on Form S-3 (Registration No. 333-254170), pursuant to which we registered for sale up to $300.0 million of any combination of our common stock, preferred stock, debt securities, warrants, rights and/or units from time to time and at prices and on terms that we may determine, including up to $75.0 million of our common stock available for issuance pursuant to the new "at-the-market" offering program sales agreement that we entered into with Cantor (the "Sales Agreement"). Under the Sales



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Agreement, Cantor may sell shares of our common stock by any method permitted by law deemed to be an "at the market" offering as defined in Rule 415 of the Securities Act, subject to the terms of the Sales Agreement. Our universal shelf registration statement on Form S-3 (Registration No. 333-254170) became effective on March 29, 2021 and our prior sales agreement with Cantor terminated automatically at such time.

During the six months ended June 30, 2022, we sold 737,619 shares of our common stock under our Sales Agreement at an average price of approximately $5.87 per share for aggregate gross proceeds of approximately $4.3 million prior to deducting sales commissions.

The COVID-19 pandemic has resulted in ongoing volatility in financial markets. If our access to capital is restricted or associated borrowing costs increase as a result of developments in financial markets relating to the COVID-19 pandemic, our operations and financial condition could be adversely impacted.

Cash Flows

The following table summarizes our sources and uses of cash for the six months ended June 30, 2022 and 2021:



                                              Six Months Ended June 30,
                                                2022               2021
Cash used in operating activities           $     (51,256 )     $  (32,046 )
Cash provided by investing activities              33,936           13,922
Cash provided by financing activities             (49,863 )          4,477

Net increase in cash and cash equivalents $ (67,183 ) $ (13,647 )

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2022 was $51.3 million, primarily resulting from our net loss of $61.5 million, adjusted for net decrease in non-cash items of $10.6 million (primarily stock-based compensation, interest expense associated with the sale of future royalties, loss on extinguishment of liability related to the sale of future royalties, depreciation and amortization). Net cash used due to changes in our operating assets and liabilities was $0.4 million and consisted primarily of a $3.6 million decrease in prepaid expenses and other current assets, a $1.1 million net decrease in receivables, a decrease of $5.8 million in accrued expenses, a $0.6 million increase in accounts payable and a $0.4 million decrease in deferred revenue.

Net cash used in operating activities for the six months ended June 30, 2021 was $32.0 million, primarily resulting from our net loss of $38.0 million, adjusted for net non-cash items of $5.0 million (primarily stock-based compensation, depreciation and amortization). Net cash provided by changes in our operating assets and liabilities was $0.9 million and consisted primarily of a $4.3 million net decrease in receivables, a $1.3 million decrease in prepaid expenses and other current assets, a decrease of $3.3 million in accrued expenses, $1.4 million net activity in deferred revenue and a $0.5 million increase in accounts payable.

Changes in accounts payable, accrued expenses and other current liabilities, and prepaid expenses and other current assets in all periods were generally due to the advancement of our development programs, the timing of vendor invoicing and payments and write-offs during the second quarter of 2022 related to our strategic restructuring.

Investing Activities

Cash provided by investing activities during the six months ended June 30, 2022 was $33.9 million primarily related to the maturities of marketable securities of $60.7 million, offset by purchases of marketable securities of $27.0 million.

Cash provided by investing activities during the six months ended June 30, 2021 was $13.9 million primarily related to the maturities of marketable securities of $26.5 million, offset by purchases of marketable securities of $12.6 million.

Financing Activities

Cash used by financing activities during the six months ended June 30, 2022 was $49.9 million, and consisted primarily of the $54.5 million repayment of our liability related to the sales of future royalties, offset by $4.2 million net sales of common stock under our Sales Agreement and proceeds of $0.4 million from the exercise of employee stock options.

Cash provided by financing activities during the six months ended June 30, 2021 was $4.5 million, and consisted primarily of $4.3 million net sales of common stock under our Sales Agreement and proceeds of $0.4 million from the exercise of employee stock options, offset by the payment of offering expenses of approximately $0.2 million.

Funding Requirements

Our future use of operating cash and capital requirements, and the timing and amount thereof, will depend largely on:



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the timing and costs of our ongoing and planned clinical trials;

the initiation, progress, timing, costs and results of preclinical studies and clinical trials of our product candidates and potential new product candidates;

the amount of funding that we receive under government contracts that we have applied for;

the number and characteristics of product candidates that we pursue;

the outcome, timing and costs of seeking regulatory approvals;

the costs of commercialization activities for our product candidates if we receive marketing approval, including the costs and timing of establishing product sales, marketing, distribution and manufacturing capabilities;

the terms and timing of any future collaborations, licensing or other arrangements that we may establish;

the amount and timing of any payments we may be required to make, or that we may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights, including milestone and royalty payments and patent prosecution fees that we are obligated to pay pursuant to our license agreements;

the costs of preparing, filing and prosecuting patent applications, maintaining and protecting our intellectual property rights and defending against any intellectual property related claims;

the costs of operating as a public company; and

the extent to which we in-license or acquire other products and technologies.

As of June 30, 2022, we had cash, cash equivalents and marketable securities of $45.4 million. In accordance with ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (Subtopic 205-40), we are required to evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern from the issuance date of our financial statements. Based on our strategic restructuring, described in Note 11 - Restructuring to the Financial Statements, and the cessation of commercialization activities for the tebipenem HBr program, we believe that our existing cash, cash equivalents and marketable securities, together with other non-dilutive funding commitments, will be sufficient to fund our planned operating expenses and capital expenditures pursuant to the priorities of our strategic refocusing into late 2023.

This timeline is subject to uncertainty as to the timing of future expenditures. We have developed plans to mitigate this risk, which primarily consist of raising additional capital through some combination of equity or debt financings, potential new collaborations, additional grant funding and/or reducing cash expenditures. If we are not able to secure adequate additional funding, we plan to make reductions in spending. In that event, we may have to delay, scale back, or eliminate some or all of our planned clinical trials and research stage programs. The actions necessary to reduce spending under this plan at a level that mitigates the factors described above is not considered probable, as defined in the accounting standards and therefore, the full extent to which management may extend our funds through these actions may not be considered in management's assessment of our ability to continue as a going concern. As a result, management has concluded that substantial doubt exists about our ability to continue as a going concern.

Our consolidated financial statements as of December 31, 2021 were prepared under the assumption that we will not continue as a going concern for the next twelve months. As a result, the opinion from our independent registered public accounting firm with respect to our annual financial statements contains an explanatory paragraph about such substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce expenditures, and, ultimately, to generate revenue. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The substantial doubt about our ability to continue as a going concern may adversely affect our stock price and our ability to raise capital. There is no assurance that we will be successful in obtaining sufficient funding on acceptable terms, if at all, and we could be forced to delay, reduce or eliminate some or all of our research and development programs, product portfolio expansion or commercialization efforts, which could materially adversely affect our business prospects or our ability to continue operations.

We have based these estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical product candidates, we are unable to estimate the exact amount of our working capital requirements. Our future funding requirements will depend on and could increase significantly as a result of many factors, including those listed above.




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Until such time, if ever, as we can generate substantial product revenue, we expect to finance our operations through a combination of equity offerings, debt financings, government funding, collaborations, strategic alliances and marketing, distribution or licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, our stockholders' ownership interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. The COVID-19 pandemic has resulted in ongoing volatility in financial markets. If our access to capital is restricted or associated borrowing costs increase as a result of developments in financial markets, including relating to the COVID-19 pandemic, our operations and financial condition could be adversely impacted. If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we may be required to delay, limit, reduce or terminate our research, product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

Contractual Obligations and Commitments

During the three months ended June 30, 2022, there have been no material changes to our contractual obligations and commitments outside the ordinary course of business from those described under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations-Contractual Obligations and Commitments" in our Annual Report on Form 10-K for the year ended December 31, 2021.

Off-Balance Sheet Arrangements

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

Recently Issued and Adopted Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

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