The following discussion and analysis of our financial condition and results of
operations should be read together with our unaudited condensed consolidated
financial statements and related notes appearing elsewhere in this Quarterly
Report and our Annual Report on Form 10-K for the year ended December 31, 2020
filed with the SEC.

Overview

We are a clinical stage immuno-oncology company developing innovative therapies
for the treatment of cancer. Immunotherapy is a rapidly evolving field that is
redefining cancer care by harnessing a patient's own immune system to eliminate
tumor cells. Our focus is on developing inhibitors of CD47, a checkpoint of the
innate immune system. CD47 is emerging as a promising next generation
immuno-oncology target following the scientific, clinical and commercial success
of T-cell checkpoint inhibitors. We have two product candidates in early stages
of clinical development - TTI-622 (a SIRP?-IgG4 Fc fusion protein) and TTI-621
(a SIRP?-IgG1 Fc fusion protein). Both molecules are highly differentiated from
the rest of the CD47 field by meaningful monotherapy activity demonstrated
across a range of hematologic malignancies, and minimal binding to red blood
cells, hence reducing the risk of anemia, a common side effect of some other
CD47 agents. In 2021, our immediate goal has been to complete ongoing dose
escalation studies, and initiate a Phase 1b/2 program across a range of both
hematologic and solid tumor malignancies.

On August 20, 2021, Trillium, Pfizer Inc., a Delaware corporation ("Pfizer") and
PF Argentum Acquisition ULC, a corporation formed under the laws of the Province
of British Columbia ("Purchaser"), entered into a definitive arrangement
agreement (the "Arrangement Agreement"), under which Purchaser will acquire all
of the issued and outstanding common shares and first preferred shares
(collectively, the "Shares") of Trillium not owned by Purchaser and its
affiliates for $18.50 per Share in cash. The acquisition of the Shares will be
completed by way of a statutory plan of arrangement under the Business
Corporations Act (British Columbia) (the "Arrangement").  Completion of the
Arrangement is subject to a number of conditions, including: (i) the approval of
66?% of the votes cast by Trillium's shareholders (the "Shareholders"), voting
together as a single class, at a special meeting of Trillium (the "Meeting") and
approval of 66?% of the votes cast by the Shareholders and the holders of
outstanding warrants, voting together as a single class, at the Meeting (the
"Required Securityholder Approval"), (ii) court approval of the Arrangement;
(iii) the accuracy of the representations and warranties contained in the
Arrangement Agreement, subject to specified thresholds and exceptions; (iv)
compliance in all material respects with the covenants contained in the
Arrangement Agreement; (v) the absence of a Material Adverse Effect (as defined
in the Arrangement Agreement) with respect to Trillium; and (vi) receipt of
approval or expiration of the applicable waiting period, under each of the
Competition Act (Canada) and the U.S. Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.  On October 26, 2021, Trillium held the Meeting at
which the Required Securityholder Approval was obtained. On October 28, 2021,
Trillium obtained a final order from the Supreme Court of British Columbia
approving the Arrangement under Division 5 of Part 9 of the Business
Corporations Act (British Columbia).

Our Product Candidates (SIRP?Fc)

Our Pipeline



We have two SIRP?Fc fusion proteins, TTI-622 and TTI-621, in clinical
development. TTI-622 consists of the CD47-binding domain of human SIRP? linked
to the Fc region of IgG4. It is designed to enhance macrophage-mediated
phagocytosis and anti-tumor activity by blocking the CD47 "don't eat me" signal
and generating a moderate activating "eat" signal via the IgG4 Fc. TTI-621
consists of the same CD47-binding domain as TTI-622 but linked to the Fc region
of IgG1, which generates a stronger "eat" signal than IgG4. It is anticipated
that the distinct "eat" signals will result in different tolerability profiles,
thus achieving different levels of drug exposure and CD47 blockade in patients.
Specifically, TTI-622 is expected to achieve a high level of CD47 blockade and
deliver a moderate "eat" signal, whereas TTI-621 is

                                       16

Table of Contents



expected to achieve a lower level of CD47 blockade but deliver a strong "eat"
signal. Both agents have been well tolerated and have demonstrated monotherapy
activity in patients with B- and T-cell lymphomas



[[Image Removed: Graphic]]



Phase 1b/2 Clinical Programs

On April 28, 2021, we announced the planned initiation of Phase 1b/2 programs
with both TTI-622 and TTI-621. We expect that these programs will initially
cover seven indications (four hematological cancers, three solid tumors), and
study TTI-622 and TTI-621 primarily in combination with other anti-cancer
agents.

Specifically, if the Arrangement does not close, we expect to evaluate TTI-622 in the following settings and combination regimens:

? Relapsed or refractory multiple myeloma, in a combination with carfilzomib +

dexamethasone;

? First line p53 mutant acute myeloid leukemia, or AML, in a combination with

azacitidine;

? First line elderly or unfit p53 wild type AML patients, in a combination with

azacitidine and venetoclax;

? Relapsed or refractory diffuse large B-cell lymphoma, or DLBCL, in a

combination with anti-PD-1, in an investigator-sponsored trial at Mayo Clinic;

? Platinum-resistant ovarian cancer, in a combination with chemotherapy; and

? A second solid tumor combination study to be announced later in 2021.

We plan to initiate these studies with 8 mg/kg weekly dosing, or potentially less frequent dosing regimens at higher doses.

If the Arrangement does not close, we expect to evaluate TTI-621 in the following settings and combination regimens:

? Second line peripheral T-cell lymphoma, or PTCL, as a monotherapy;




                                       17

  Table of Contents

? Relapsed or refractory DLBCL, in a combination with anti-PD-1, in an

investigator-sponsored trial at Mayo Clinic; and

? First line leiomyosarcoma, a subtype of soft tissue sarcoma, in a combination

with doxorubicin.

Initial Phase 1b/2 studies are planned to be initiated at two dose levels (0.2 mg/kg and up to 2.0 mg/kg weekly). Different levels may be chosen based on overlapping toxicities with combination agents.



In addition, bi-weekly, or Q2W, and every three weeks, or Q3W, dosing schedules
will be evaluated for each molecule in the ongoing monotherapy dose escalation
studies.


TTI-622 Ongoing Clinical Development



A two-part, multicenter, open-label, Phase 1a/1b study of TTI-622 in patients
with advanced relapsed or refractory lymphoma and multiple myeloma is currently
in progress (NCT03530683). In the ongoing Phase 1a dose escalation part,
relapsed or refractory lymphoma patients are being enrolled in sequential dose
cohorts to receive TTI-622 once weekly to characterize safety, tolerability,
pharmacokinetics, and to determine the maximum tolerated dose, or MTD. In the
Phase 1b part, patients with advanced relapsed or refractory lymphoma and
multiple myeloma will be treated with TTI-622 in combination with other agents.

As of the data cutoff date of April 12, 2021, a total of 42 patients have been
enrolled in the ongoing study. Patients received weekly intravenous doses
between 0.05 and 18 mg/kg. All dose levels were very well tolerated and an MTD
was not reached. The study is continuing, with 3 more patients at 18 mg/kg
pending response assessments as of the April 12, 2021 cutoff date.

TTI-621 Ongoing Clinical Development



A Phase 1 multicenter, open-label study in which patients with advanced relapsed
or refractory hematologic malignancies receive intravenous TTI-621 is currently
in progress (NCT02663518). The ongoing dose escalation Part 4 of the study is
enrolling patients with cutaneous T-cell lymphoma, or CTCL.

As of the data cutoff date of April 12, 2021, TTI-621 was well tolerated and an
MTD in Part 4 was not reached. The study is continuing, with 3 more patients at
2.0 mg/kg pending response assessments as of the April 12, 2021 cutoff date.

Impact of the Ongoing COVID-19 Pandemic



We continue to carefully monitor the COVID-19 pandemic and its potential impact
on our business and have taken important steps to ensure the safety of employees
and their families and to reduce the spread of COVID-19. The pandemic may result
in a slowdown of the enrollment of patients in our clinical trials, including
our planned Phase 1b/2 programs. We have worked closely with our contract
research organizations, or CROs, to ensure that our clinical sites are well
prepared to address any issues that may arise as a result of the pandemic,
including but not limited to, ensuring sufficient drug inventory at clinical
sites and ensuring proper steps are undertaken to allow for full remote
monitoring of our clinical trials. There have been no significant disruptions to
our drug supply chain although some raw materials used in drug production have
taken longer to source and we have experienced delays in scheduled manufacturing
campaigns due to COVID-19 vaccine production using manufacturing capacity at our
contract manufacturing organization, or CMO. We have sufficient drug inventory
on hand to complete existing studies and have secured drug manufacturing slots
through 2021 that we expect will provide continuity of drug supply, although
risks of delays are elevated due to ongoing impacts related to COVID-19.

The impact of the COVID-19 pandemic will depend on future developments, which
are highly uncertain and cannot be predicted with confidence, including the
scope, severity and duration of the pandemic, the impact of new strains of the
virus, the effectiveness and availability of vaccines, the ability to
successfully administer vaccines to populations in the territories in which we
operate, the actions taken to contain the pandemic or mitigate its impact, and
the direct and indirect economic effects of the pandemic and containment
measures, among others.

                                       18

  Table of Contents

Financial Operations Overview

Since our inception, we have devoted substantial resources to developing our
SIRP?Fc programs, including activities to manufacture product candidates,
undertake preclinical studies and conduct clinical trials, and provide general
and administrative support for these operations. We have not generated any
revenue from product sales.

We have incurred net losses since inception. Our net loss was $48.6 million for
the nine months ended September 30, 2021. As of September 30, 2021, we had an
accumulated deficit of $298.0 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 expenses and increasing
operating losses over at least the next several years. We expect our expenses
will increase substantially in connection with our ongoing activities, as we:

? advance product candidates TTI-622 and TTI-621 into multiple Phase 1b/2 trials;

? manufacture our product candidates in sufficient quantities to supply these

expanded trials;

? seek applicable regulatory approvals for our product candidates; and

? add personnel to support our product development efforts.




We expect to expand our staffing in 2021, primarily in chemistry, manufacturing
and controls, or CMC, and clinical operations as we intend to initiate multiple
Phase 1b/2 combination studies. We will also undertake research, manufacturing
and regulatory activities to support the TTI-622 and TTI-621 clinical programs.

Our ability to generate product revenue sufficient to achieve profitability will
depend heavily on the successful development and eventual commercialization of
TTI-622, TTI-621 and any future product candidates. In addition, if we obtain
marketing approval for any product candidates, we expect to incur significant
commercialization expenses related to product manufacturing, marketing, sales
and distribution. We may also incur expenses in connection with the in-licensing
or acquisition of additional product candidates.

As a result, we will need substantial additional funding to support our
continued operations. To date, we have principally raised capital through
registered direct offerings and underwritten public offerings of our common and
preferred stock and the exercise of warrants and stock options. As of September
30, 2021, we had approximately $250.7 million in cash and cash equivalents and
marketable securities.

Because of the numerous risks and uncertainties associated with product
development, we are unable to 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 revenues from the sale of any approved products, 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 our operations.

Research and Development Expenses

Research and development expenses consist primarily of costs incurred for the development of our TTI-622 and TTI-621 product candidates, which include:

expenses incurred under agreements with third-party contract organizations and

? investigative clinical trial sites that conduct research and development

activities on our behalf;

? costs related to production of clinical materials, including fees paid to

contract manufacturers;

? laboratory and vendor expenses related to the execution of clinical trials;

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

compensation;

? costs associated with our regulatory and quality control operations; and




                                       19

  Table of Contents

facilities, depreciation, and other expenses, which include lease expenses and

? expenses for the maintenance of facilities, information technology, insurance,

and other supplies in support of research and development activities.


We expense all research and development costs in the periods in which they are
incurred. Costs for certain development activities are recognized based on an
evaluation of the progress to completion of specific tasks using information and
data provided to us by our vendors, clinical sites, and third-party service
providers. The costs of intangible assets that are purchased from others for a
particular research and development project and that have no alternative future
uses are considered research and development costs and are expensed when
incurred.

Nonrefundable advance payments for goods or services to be received in future
periods for use in research and development activities are deferred and
capitalized. The capitalized amounts are then expensed as the related goods are
delivered and as services are performed.

The largest component of our operating expenses has historically been our
investment in research and development activities related to the clinical
development of TTI-622 and TTI-621. We recognize the funds from research and
development grants as a reduction of research and development expenses when the
related eligible research costs are incurred.

On April 28, 2021, we announced the planned initiation of Phase 1b/2 programs
for both TTI-622 and TTI-621. These programs will initially cover seven
indications (four hematological cancers, three solid tumors), and study TTI-622
and TTI-621 primarily in combination with other anti-cancer agents. In
connection with this announcement, we expect our research and development
expenses to increase substantially for the foreseeable future. Additionally, we
expect our manufacturing costs to increase in order to supply these product
candidates in sufficient quantities to conduct our planned clinical trials. The
process of conducting the necessary clinical research to obtain regulatory
approval is costly and time-consuming, and the successful development of our
product candidates is highly uncertain. 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.

General and Administrative Expenses


General and administrative expenses consist primarily of personnel-related costs
and professional fees, including legal, human resources, audit and accounting
services, insurance, directors' fees, shareholder relations, corporate
development, and expenses associated with obtaining and maintaining patents.
Personnel-related costs consist of salaries, benefits and stock-based
compensation.

We anticipate general and administrative expenses will increase as our research
and development advances or expands. These increases will likely relate to
additional personnel and increased costs related to finance, legal and
intellectual property-related matters along with increased expenses related to
operating as a publicly traded company and a U.S. domestic issuer, such as fees
related to audit, legal, and tax services; and corporate development, regulatory
compliance programs, insurance, investor relations, and other related expenses.

Interest income, net



Interest income consists of interest generated on our cash and cash equivalents
and marketable securities.

                                       20

  Table of Contents

Results of Operations

Comparison of the three months ended September 30, 2021 and 2020

The following table summarizes our results of operations for the three months ended September 30, 2021 and 2020:












                                   Three months ended September 30,
                                      2021                   2020            Change

                                                   (in thousands)
Revenue                         $               -      $               -    $       -
Operating expenses
Research and development        $           9,925      $           7,476    $   2,449
General and administrative                  9,526                  5,518        4,008
Total operating expenses                   19,451                 12,994        6,457
Operating loss                           (19,451)               (12,994)      (6,457)
Interest income, net                          183                    483        (300)
Net foreign currency gain                      11                     13          (2)
Total other income, net                       194                    496        (302)
Net loss before income taxes             (19,257)               (12,498)      (6,759)
Income tax expense                             59                      9           50
Net loss                                 (19,316)               (12,507)      (6,809)



Research and Development Expenses



Research and development expenses increased by $2.4 million from $7.5 million
for the three months ended September 30, 2020 to $9.9 million for the three
months ended September 30, 2021. The following table summarizes our research and
development expenses, for the three months ended September 30, 2021 and 2020:




                                                   Three months ended September 30,
                                                      2021                   2020            Change

                                                                   (in thousands)
Program-specific costs

SIRP?Fc (TTI-622 and TTI-621)                   $          5,551                  2,823    $    2,728
Non program-specific costs
Employee and contractor related expenses                   2,442                  1,560           882
Stock-based compensation expenses                          1,522                  2,729       (1,207)
Facility, amortization, technology, and
other expenses                                               410                    364            46
Total research and development expenses                    9,925           

      7,476         2,449




In the third quarter of 2021, all of our resources were focused on the
development of TTI-622 and TTI-621, including clinical development, research,
manufacturing and regulatory activities, and for working capital and general
corporate purposes. The increase in research and development expenses for the
three months ended September 30, 2021 was primarily attributable to the
following:

$2.7 million of increased SIRP?Fc program expense, mainly due to an increase in

manufacturing activity to support our expanded clinical operations, increased

? clinical trial costs due to higher patient enrollment in the TTI-622 and

TTI-621 trials, an increase in costs related to the initiation of animal

studies, and an increase in lab reagent costs to support increased

translational research activity;

$0.9 million of increased employee salary and benefits expenses and recruiting

? costs, due to a higher employee headcount in support of our expanded

manufacturing and clinical trial activity; and




                                       21

  Table of Contents

These increased costs were partially offset by $1.2 million of decreased

? stock-based compensation expense, mainly due to a decrease in the fair value of

stock option liabilities.

General and Administrative Expenses

General and administrative expenses increased by $4.0 million from $5.5 million for the three months ended September 30, 2020 to $9.5 million for the three months ended September 30, 2021. The increase in general and administrative expenses was primarily attributable to the following:

$2.1 million of increased professional fees relating to the Arrangement

? Agreement, and $0.5 million of increased investor relations expense mainly


   relating to preparations and required filings for the special meeting of
   shareholders held in October 2021;

$0.6 million increase in stock-based compensation expense mainly relating to

? higher weighted average fair values of stock options issued and outstanding,

offset by a decrease in the fair value of stock option liabilities; and

? $0.4 million increase in salaries and benefits, and $0.3 million of increased

director and officer insurance premiums.

Other Income, Net



Net interest income, consisting of interest earned on cash and cash equivalents
and marketable securities less fees and expenses related to amortization of bond
premiums and/or discounts decreased due mainly to lower interest rates on cash
balances and lower available returns on marketable securities than the prior
period.

Comparison of the nine months ended September 30, 2021 and 2020

The following table summarizes our results of operations for the nine months ended September 30, 2021 and 2020:




                                       Nine months ended September 30,
                                          2021                  2020            Change

                                                       (in thousands)
Revenue                             $             10      $            115    $    (105)
Operating expenses
Research and development            $         29,848      $         19,638    $   10,210
General and administrative                    19,593                33,890      (14,297)
Total operating expenses                      49,441                53,528       (4,087)
Operating loss                              (49,431)              (53,413)         3,982
Interest income, net                           1,064                 1,336         (272)

Net foreign currency gain (loss)                (11)                   114 

       (125)
Total other income, net                        1,053                 1,450         (397)
Net loss before income taxes                (48,378)              (51,963)         3,585
Income tax expense                               199                    60           139
Net loss                                    (48,577)              (52,023)         3,446




                                       22

  Table of Contents

Research and Development Expenses



Research and development expenses increased by $10.2 million from $19.6 million
for the nine months ended September 30, 2020 to $29.8 million for the nine
months ended September 30, 2021. The following table summarizes our research and
development expenses for the nine months ended September 30, 2021 and 2020:



                                                   Nine months ended September 30,
                                                      2021                 2020            Change

                                                                   (in thousands)
Program-specific costs
SIRP?Fc (TTI-622 and TTI-621)                    $        20,033                9,001    $    11,032
Non program-specific costs

Employee and contractor related expenses                   6,611                4,317          2,294
Stock-based compensation expenses                          1,943                5,164        (3,221)
Facility, amortization, technology, and other
expenses                                                   1,261                1,156            105
Total research and development expenses                   29,848           

   19,638         10,210




In the first nine months of 2021, all of our resources were focused on the
development of TTI-622 and TTI-621, including clinical development, research,
manufacturing and regulatory activities. The increase in research and
development expenses for the nine months ended September 30, 2021 was primarily
attributable to the following:

$11.0 million of increased SIRP?Fc program expense, mainly due to an increase

in manufacturing activity to support our expanded clinical operations, a net

? increase in clinical trial costs due higher patient enrollment in the TTI-622

and TTI-621 trials; increased lab reagent costs to support higher translational

research activity for clinical trials; and an increase in costs related to the

initiation of animal studies;

$1.9 million of increased employee salary and benefits expenses and recruiting

? costs, due to a higher employee headcount in support of our expanded

manufacturing and clinical trial activity;

? $0.4 million of increased advisory and consultant expenses, corresponding to

and in support of our increased manufacturing and clinical trial activity; and

These increased costs were partially offset by a net decrease of $3.2 million

? in stock-based compensation expense, mainly due to a decrease in the fair value

of stock option liabilities which was partially offset by the higher weighted

average fair values of stock options.

General and Administrative Expenses



General and administrative expenses decreased by $14.3 million from $33.9
million for the nine months ended September 30, 2020 to $19.6 million for the
nine months ended September 30, 2021. The decrease in general and administrative
expenses was primarily attributable to the following:

$19.7 million of decreased costs, mainly due to a revaluation expense of $22.4

million in the prior period related to the cash-settled deferred share unit, or

? DSU, liability prior to reclassification to equity on June 30, 2020; this was

partially offset by increased professional fees related to the Arrangement

Agreement, and recruiting expenses; and

The net decrease in expenses was partially offset by $3.0 million of increased

stock-based compensation expense, mainly relating to higher weighted average

fair values of stock options issued and partially offset by a decrease in the

? fair value of stock option liabilities; $0.9 million of increased director and

officer insurance premiums, $0.8 million of increased employee salary and

benefits expenses, and $0.7 million of increased investor relations and

exchange filing fees relating to the preparations and required filings for the


   special meeting of shareholders held in October 2021.


                                       23

  Table of Contents

Other Income, Net

Net interest income, consisting of interest earned on cash and cash equivalents
and marketable securities less fees and expenses related to amortization of bond
premiums and/or discounts, decreased due mainly to lower interest rates on cash
balances and lower available returns on marketable securities than the prior
period.

Liquidity and Capital Resources



Since inception, we have financed our operations primarily from sales of equity
and proceeds from the exercise of warrants and stock options. Our primary
capital needs are for funds to support our scientific research and development
activities, including staffing, facilities, manufacturing, preclinical studies,
clinical trials, administrative costs and for working capital.

We expect that our existing combined cash and cash equivalents and marketable
securities will enable us to fund our expected operating requirements for at
least the next 12 months. The process of drug development can be costly and the
timing and outcomes of clinical trials is uncertain. The assumptions upon which
we have based our estimates are routinely evaluated and may be subject to
change. The actual amount of our expenditures will vary depending upon a number
of factors including but not limited to the design, timing and duration of
future clinical trials, the progress of our research and development programs,
the infrastructure to support a clinical stage organization, and the level of
financial resources available.

We have funded our operations principally through registered direct offerings
and underwritten public offerings of our common and preferred stock, and the
exercise of warrants and stock options. During the nine months ended September
30, 2021, we received gross proceeds of $2.6 million on the exercise of warrants
and stock options.

On March 18, 2021, we filed an automatic shelf registration statement on Form
S-3ASR (File No. 333-254443) with the SEC that provides that we may sell from
time to time our common shares, first preferred shares, subscription receipts,
warrants and units separately or together, in amounts, at prices and on terms to
be determined based on market conditions at the time of sale and set forth in
one or more prospectus supplements. We have not sold any securities pursuant to
such registration statement but may do so in the future.

Cash flows

The following table provides information regarding our cash flows for the nine months ended September 30, 2021 and 2020:






                                                                   Nine months ended September 30,
                                                                      2021                   2020

                                                                            (in thousands)
Cash used in operating activities                               $        (42,547)      $       (17,818)
Cash used in investing activities                                       (114,354)              (47,005)
Cash provided by financing activities                                       2,638               287,403
Impact of foreign exchange rate on cash and cash equivalents                (110)                    96
Net increase (decrease) in cash and cash equivalents                    (154,373)               222,676



Cash flows from operating activities



Our cash flows from operating activities are significantly influenced by our use
of cash for operating expenses and working capital to support our business. We
have historically experienced negative cash flows from operating activities as
we develop our SIRP?Fc programs.

Net cash used in operating activities was $42.5 million during the nine months
ended September 30, 2021 compared to $17.8 million during the nine months ended
September 30, 2020. The $24.7 million increase in cash used in operating
activities for the nine months ended September 30, 2021 was primarily due to
higher research and development costs, and increased use of cash to decrease
accounts payable balances in the current period.

                                       24

Table of Contents



Net cash used in operating activities for the nine months ended September 30,
2021 consisted of a net loss of $48.6 million less non-cash adjustments of $12.6
million offset by changes in operating assets and liabilities of $6.6 million.
Non-cash items primarily included stock-based compensation of $12.3 million. The
net change in operating assets and liabilities was primarily due to an increase
in prepaid expenses of $4.5 million, a net decrease in accounts payable and
accrued expenses  of $1.5 million,  and an increase in amounts receivable of
$0.6 million.

Net cash used in operating activities during the nine months ended September 30,
2020 consisted of a net loss of $52.0 million less non-cash adjustments of $35.4
million offset by net changes in operating assets and liabilities of $1.2
million. Non-cash items primarily included stock-based compensation of $35.2
million. The net change in operating assets and liabilities was primarily due to
an increase in prepaid expenses of $2.5 million, and an increase in accounts
receivable of $0.7 million, offset by a decrease in accounts payable of $2.0
million.

Cash flows from investing activities

Our primary investing activities consist of purchases and maturities of marketable securities, and purchases of property and equipment.



Net cash used in investing activities for the nine months ended September 30,
2021 was $114.3 million, compared to net cash used in investing activities of
$47.0 million for the nine months ended September 30, 2020. Cash used in
investing activities increased by $67.3 million primarily due to increased net
purchases of securities of $167.5 million for the nine months ended September
30, 2021 as compared to $65.4 million during the nine months ended September 30,
2020. Proceeds received from maturities of securities were either reinvested or
used to fund operations.

Cash flows from financing activities


We generated net cash from financing activities of $2.6 million during the nine
months ended September 30, 2021, primarily related to proceeds from the exercise
of stock options and warrants.

We generated net cash from financing activities of $287.4 million during the
nine months ended September 30, 2020, primarily from net proceeds from our
January 2020 and September 2020 common stock and preferred stock offerings of
$275.1 million, proceeds from the exercise of warrants of $10.9 million, and
proceeds from the exercise of stock options of $1.4 million.

Contractual Obligations



There have been no material changes to our contractual obligations and
commitments described under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our Annual Report on Form 10-K for the
year ended December 31, 2020, filed with the SEC.

We have entered into agreements in the normal course of business with CROs for
clinical trials and contract manufacturing organization for supply manufacturing
and with vendors for preclinical research studies and other services and
products for operating purposes. These contractual obligations are cancelable at
any time by us, generally upon prior written notice to the vendor.

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 under applicable SEC rules.

Critical Accounting Policies and Estimates



Our management's discussion and analysis of our financial condition and results
of operations is based on our condensed consolidated financial statements, which
have been prepared in accordance with generally accepted accounting principles
in the United States, or U.S. GAAP. The preparation of these condensed
consolidated financial statements in conformity

                                       25

Table of Contents



with U.S. GAAP requires us to make estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets and
liabilities at the date of the condensed consolidated financial statements,
reported amounts of revenue and expenses during the reporting periods, and
related disclosures in the accompanying notes. Significant estimates and
assumptions reflected in these condensed consolidated financial statements
include, but are not limited to, accrued clinical and contract research
organization costs, and stock-based compensation expense, including the
valuation of the stock option liability. We review our estimates and underlying
assumptions on an ongoing basis. Revisions are recognized in the period in which
the estimates are revised and may impact future periods. Actual results could
differ materially from these estimates and assumptions.

Our critical accounting policies are those policies which require the most significant judgments and estimates in the preparation of our condensed consolidated financial statements. There were no material changes to our critical accounting policies as reported in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC.

Recently Issued 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 condensed consolidated financial statements.

© Edgar Online, source Glimpses