You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited interim consolidated financial statements and related notes appearing elsewhere in this Quarterly Report and the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our 2021 Annual Report. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of many factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this Quarterly Report, including those set forth under "Cautionary Note Regarding Forward-looking Statements" and "Risk Factors" in this Quarterly Report and our 2021 Annual Report.

Overview

Company Overview

We are the leader in pharmaceutically-produced transdermal cannabinoid therapies for rare and near-rare neuropsychiatric disorders. We are committed to improving the lives of patients and their families living with severe, chronic health conditions including Fragile X syndrome, or FXS, autism spectrum disorder, or ASD, and 22q11.2 deletion syndrome, or 22q.

Cannabinoids are a class of compounds derived from Cannabis plants. The two primary cannabinoids contained in Cannabis are cannabidiol and tetrahydrocannabinol, or THC. Clinical and preclinical data suggest that cannabidiol may have positive effects on treating behavioral symptoms of FXS, ASD and 22q.

We are currently developing Zygel, the first and only pharmaceutically-produced cannabidiol formulated as a permeation-enhanced gel for transdermal delivery and manufactured without the presence of THC, which is patent protected through 2030. Five additional patents expiring in 2038 are directed to methods of use relating to Zygel, including methods of treating FXS and ASD.

In preclinical animal studies, Zygel's permeation enhancer increased delivery of cannabidiol through the layers of the skin and into the circulatory system. These preclinical studies suggest increased bioavailability, consistent plasma levels and the avoidance of first-pass liver metabolism of cannabidiol when delivered transdermally. In addition, an in vitro study published in Cannabis and Cannabinoid Research in April 2016 demonstrated that cannabidiol is degraded to THC (the major psychoactive cannabinoid in Cannabis) in an acidic environment such as the stomach. As a result, we believe such degradation may lead to increased psychoactive effects if cannabidiol is delivered orally. These effects may be avoided with the transdermal delivery of Zygel, which maintains cannabidiol in a neutral pH.

Zygel is being developed as a clear gel and is targeting treatment of behavioral symptoms of FXS, ASD and 22q. We have received orphan drug designations from the United States Food and Drug Administration, or FDA, for cannabidiol, the active ingredient in Zygel, for the treatment of FXS and 22q. During the first quarter of 2022, we received orphan drug designation from the European Commission for cannabidiol, the active ingredient in Zygel, for the treatment of FXS. In May 2019, we received Fast Track designation from the FDA for treatment of behavioral symptoms associated with FXS. The FDA's Fast Track program is designed to facilitate the development of drugs intended to treat serious conditions and fill unmet medical needs and can lead to expedited review by the FDA in order to get new important drugs to the patient earlier.



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Clinical Development Programs

Our clinical programs for Zygel include ongoing and planned clinical trials evaluating Zygel in the treatment of behavioral symptoms of FXS, ASD and 22q.



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* FDA Orphan Drug and Fast Track designations; EU Orphan Drug designation

** FDA Orphan Drug designation

As of May 9, 2022, the Zygel safety database across all clinical studies conducted by us includes data from 916 volunteers and patients. Across these clinical studies, Zygel has been well-tolerated with a safety profile that has been consistent across our Phase 2 and Phase 3 clinical trials.

FXS

CONNECT-FX Trial

In June 2020, we announced results of our CONNECT-FX clinical trial, a multi-national randomized, double-blind, placebo-controlled, 14-week study designed to assess the efficacy and safety of Zygel in children and adolescents ages three through 17 years who have full mutation of the FMR1 gene. While Zygel did not achieve statistical significance versus placebo in the primary endpoint of improvement in the Social Avoidance subscale of the Aberrant Behavior Checklist - Community FXS, or ABC-CFXS, a pre-planned ad hoc analysis of the most severely impacted patients in the trial, as defined by patients having at least 90% methylation ("highly methylated") of the impacted FMR1 gene, demonstrated that those patients receiving Zygel achieved statistical significance in the primary endpoint of improvement at 12 weeks of treatment in the Social Avoidance subscale of the ABC-CFXS compared to placebo. We performed a subsequent analysis of the CONNECT-FX population within those patients having 100% or complete methylation of the impacted FMR1 gene, which demonstrated that these patients having complete methylation and receiving Zygel similarly achieved statistical significance in the primary endpoint of improvement at 12 weeks of treatment in the Social Avoidance subscale of the ABC-CFXS compared to placebo.

RECONNECT Trial

In September 2021, we announced that we had initiated our RECONNECT (A Randomized, Double-Blind, Placebo-Controlled, Multiple-Center, Efficacy and Safety Study of ZYN002 Administered as a Transdermal Gel to Children and Adolescents with Fragile X Syndrome) trial, a pivotal, multi-national, confirmatory Phase 3 trial of Zygel in patients with FXS. The trial is designed to confirm the positive results observed in a population of responders in our CONNECT-FX trial.

RECONNECT is an 18-week trial that is expected to enroll approximately 200 children and adolescents, aged three through 17 years, at approximately 25 clinical sites in the United States, Australia, the United Kingdom and Ireland. Approximately 160 of the patients enrolled will have complete (100%) methylation of their FMR1 gene and



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approximately 40 patients will have partial methylation of their FMR1 gene. Patients will be randomized 1:1 to either Zygel or placebo. Randomization will be stratified by gender, methylation status and weight.

The primary endpoint for the trial will be the change from baseline to the end of the treatment period in the ABC-CFXS Social Avoidance subscale in patients who have complete methylation of their FMR1 gene. The ABC-CFXS Social Avoidance subscale is the same primary endpoint used in the CONNECT-FX trial.

Key secondary efficacy endpoints include: (i) the change from baseline to the end of the treatment period in the ABC-CFXS Irritability subscale in patients who have complete methylation of their FMR1 gene; (ii) the percent of patients with any improvement on the Caregiver Global Impression of Change, or CaGI-C, at the end of the treatment period for Social Interactions among patients with complete methylation of the FMR1 gene; (iii) the percent of patients rated as improved on the Clinical Global Impression- Improvement, or CGI-I, scale among patients with complete methylation (100%) of the FMR1 gene; and (iv) the change from baseline to the end of the treatment period in the ABC-CFXS Social Avoidance subscale among all randomized patients (complete and partial methylation of the FMR1 gene).

Top-line results for the RECONNECT trial are expected in the second half of 2023. All patients who complete dosing in the RECONNECT trial will be eligible to enroll in our ongoing open-label extension trial.

ASD

Phase 2 BRIGHT Trial

In May 2020, we reported positive top-line results of our Phase 2 BRIGHT clinical trial, a 14-week, open-label clinical trial designed to assess the safety, tolerability and efficacy of Zygel for the treatment of pediatric and adolescent patients with ASD. Patients treated with Zygel demonstrated statistically significant improvement at week 14 compared to baseline for each Aberrant Behavior Checklist - Community, or ABC-C, subscale (Irritability, Inappropriate Speech, Stereotypy, Social Withdrawal and Hyperactivity). The results of the other efficacy assessments were consistent with the results demonstrated in the ABC-C. In September 2021, we reported additional safety and efficacy data from our BRIGHT trial for the 18 patients that continued from week 14 through a longer term, 38-week treatment period, which we refer to as Period 2. In the 18 patients who completed treatment through the 38-week treatment period, statistically significant improvements compared to baseline were sustained in all efficacy measures.

Phase 3 Program

We plan to advance our clinical program in ASD with two Phase 3 trials, the first of which is expected to start in the second half of 2022. We are finalizing the Phase 3 trial protocol and will submit an Investigational New Drug application to the FDA prior to commencing the pivotal program. In 2021, we received guidance from the FDA that included an agreement on utilizing the irritability subscale of the ABC-C as the primary endpoint to support an indication for the treatment of irritability in ASD. This is the same endpoint that was utilized in the BRIGHT trial and the same primary endpoint utilized in the pivotal trials for the two existing FDA approved treatments for ASD.

22q

Phase 2 INSPIRE Trial

In May 2019, we initiated our open-label Phase 2 INSPIRE clinical trial, a 14-week, open-label clinical trial designed to assess the safety, tolerability and efficacy of Zygel for treatment of behavioral symptoms of 22q. Recruitment into the INSPIRE trial had been delayed due to the impact of COVID-19 and resulting significant travel restrictions in Australia and, in the fourth quarter of 2021, we added an additional U.S. clinical trial site to the INSPIRE trial to assist in the completion of enrollment. In February 2022, we announced that we have completed enrollment of the INSPIRE trial, consisting of 20 patients (ages four through 15), and we expect to have top-line data by mid-year 2022. We plan to move forward with 22q as an orphan designated indication, subject to results from the INSPIRE trial and subsequent discussion with the FDA on the regulatory path forward.



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Impact of COVID-19

We continue to closely monitor the status of the COVID-19 pandemic, including its potential impact on our clinical development plans, patient recruitment and overall clinical trial timelines going forward. In response to the impact of COVID-19, for our current clinical development programs, we implemented multiple measures consistent with the FDA's guidance on the conduct of clinical trials of medical products during the COVID-19 pandemic, including remote site monitoring and patient visits using telemedicine where needed and appropriate, direct-to-patient drug shipments and local study-related clinical laboratory collection.

Operations

We have never been profitable and have incurred net losses since inception. Our net losses were $8.5 million and $8.0 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, our accumulated deficit was $248.0 million. We expect to incur losses for the foreseeable future, and we expect these losses to increase as we continue our development of, and seek regulatory approvals for, our product candidates. 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.

Financial Operations Overview

The following discussion sets forth certain components of our consolidated statements of operations as well as factors that impact those items.

Research and Development Expenses

Our research and development expenses relating to our product candidates consisted of the following:

? expenses associated with preclinical development and clinical trials;

? personnel-related expenses, such as salaries, benefits, travel and other

related expenses, including stock-based compensation;

? payments to third-party CROs, CMOs, contractor laboratories and independent

contractors; and

? depreciation, maintenance and other facility-related expenses.

We expense all research and development costs as incurred. Clinical development expenses for our product candidates are a significant component of our current research and development expenses. Generally, expenses associated with clinical trials will increase as our clinical trials progress. Product candidates in later stage clinical development generally have higher research and development expenses than those in earlier stages of development, primarily due to increased size and duration of the clinical trials. We track and record information regarding external research and development expenses for each grant, study or trial that we conduct. We use third-party CROs, CMOs, contractor laboratories and independent contractors in preclinical studies and clinical trials. We recognize the expenses associated with third parties performing these services for us in our preclinical studies and clinical trials based on the percentage of each study completed at the end of each reporting period.

Our Australian subsidiary, Zynerba Pharmaceuticals Pty Ltd, or the Subsidiary, is incorporated in Australia and is eligible to participate in an Australian research and development tax incentive program. As part of this program, the Subsidiary is eligible to receive a cash refund from the Australian Taxation Office, or the ATO, for a percentage of the research and development costs expended by the Subsidiary in Australia. The cash refund is available to eligible companies with an annual aggregate revenue of less than $20.0 million (Australian dollars) during the reimbursable period. We estimate the amount of cash refund we expect to receive related to the Australian research and development tax incentive program and record the incentives when it is probable (1) we will comply with relevant conditions of the program and (2) the incentive will be received. We evaluate the Subsidiary's eligibility under tax incentive programs as of each balance sheet date based on the most current and relevant data available. If the Subsidiary is deemed to be ineligible or unable to receive the Australian research and development tax credit, or the Australian government



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significantly reduces or eliminates the tax credit, the actual cash refund we receive may materially differ from our estimates.

The following table summarizes research and development expenses for the three months ended March 31, 2022 and 2021:



                                                        Three months ended March 31,
                                                         2022                    2021
Research and development expenses - before R&D
incentive                                          $      5,404,208          $   4,949,514
Research and development incentive                        (257,603)              (340,504)
Total research and development expenses            $      5,146,605          $   4,609,010

We expect research and development expenses to increase for the year ending December 31, 2022 as compared to 2021, as we continue to conduct our RECONNECT and INSPIRE clinical trials for FXS and 22q, respectively, and initiate our Phase 3 clinical program for ASD in the second half of 2022. These expenditures are subject to numerous uncertainties regarding timing and cost to completion. Completion of our preclinical development and clinical trials may take several years or more and the length of time generally varies according to the type, complexity, novelty and intended use of a product candidate. The cost of clinical trials may vary significantly over the life of a project as a result of differences arising during clinical development, including, among others:

? the number of sites included in the clinical trials;

? the length of time required to enroll suitable patients;

? the size of patient populations participating in the clinical trials;

? the duration of patient follow-ups;

? the development stage of the product candidates; and

? the efficacy and safety profile of the product candidates.

Due to the early stages of our research and development, we are unable to determine the duration or completion costs of our development of our product candidates. As a result of the difficulties of forecasting research and development costs of our product candidates as well as the other uncertainties discussed above, we are unable to determine when and to what extent we will generate revenue from the commercialization and sale of an approved product candidate.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries, benefits and other related costs, including stock-based compensation, for personnel serving in our executive, finance, legal, human resource, investor relations and commercial functions. Our general and administrative expenses also include facility and related costs not included in research and development expenses, professional fees for legal services, including patent-related expenses, litigation settlement expenses, consulting, tax and accounting services, insurance, market research and general corporate expenses. We expect that our general and administrative expenses will increase for the next several years as we increase our headcount with the continued development and potential commercialization of our product candidates.

Interest Income

Interest income primarily consists of interest earned on balances maintained in our money market bank account.

Foreign Exchange Gain (Loss)

Foreign exchange gain (loss) relates to the effect of exchange rates on transactions incurred by the Subsidiary.



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Critical Accounting Estimates

Our management's discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We define our critical accounting policies as those that require us to make subjective estimates and judgments about matters that are uncertain and are likely to have a material impact on our financial condition and results of operations as well as the specific manner in which we apply those principles. Critical accounting estimates and the accounting policies critical to the process of making significant judgments and estimates in the preparation of our consolidated financial statements are discussed in our 2021 Annual Report under Part II, Item 7, "Critical Accounting Policies and Use of Estimates." During the three months ended March 31, 2022, there have been no material changes to the critical accounting estimates or critical accounting policies discussed in our 2021 Annual Report.

Results of Operations

Comparison of the Three Months Ended March 31, 2022 and 2021

Research and Development Expenses

Research and development expenses increased by $0.5 million, or 12%, to $5.1 million for the three months ended March 31, 2022 from $4.6 million for the three months ended March 31, 2021. The increase was primarily related to increases in manufacturing costs associated with our Zygel program and a reduction in the non-AOF Australian research and development incentive.

General and Administrative Expenses

General and administrative expenses increased by $0.5 million, or 15%, to $3.8 million for the three months ended March 31, 2022 from $3.3 million for the three months ended March 31, 2021. The increase was primarily related to higher employee-related costs, including recruiting fees and increased directors' and officers' liability insurance costs.

Other Income (Expense)

During the three months ended March 31, 2022 and 2021, we recognized $0.1 million and $5,633, respectively, in interest income. The increase in interest income was primarily related to interest income received from the ATO for the payment of prior year's non-AOF research and development incentives. During the three months ended March 31, 2022 and 2021, we recognized a foreign currency gain of $0.3 million and a foreign currency loss of $0.1 million, respectively. Foreign currency gains and losses are due primarily to the remeasurement of the Subsidiary's assets and liabilities, which are denominated in the local currency to the Subsidiary's functional currency, which is the U.S. dollar.

Liquidity and Capital Resources

Since our inception in 2007, we have devoted most of our cash resources to research and development and general and administrative activities. We have financed our operations primarily with the proceeds from the issuance and sale of equity securities (most notably our initial public offering, our follow-on public offerings and sales under our "at-the-market" offerings) and convertible promissory notes, state and federal grants and research services.

To date, we have not generated any revenue from the sale of products, and we do not anticipate generating any revenue from the sales of products for the foreseeable future. We have incurred losses and generated negative cash flows from operations since inception. As of March 31, 2022, our principal sources of liquidity were our cash and cash equivalents of $69.7 million. Our working capital was $64.3 million as of March 31, 2022.



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Management believes that cash and cash equivalents as of March 31, 2022 are sufficient to fund operations and capital requirements into the second half of 2023. The economic effects of the COVID-19 pandemic remain fluid and management will continue to closely monitor the situation to ensure our cash and cash equivalents will help us manage the impact of the COVID-19 pandemic on our business and related liquidity needs. Substantial additional financings will be needed to fund our operations and to complete clinical development of and to commercially develop our product candidates. There is no assurance that such financing will be available when needed or on acceptable terms. Our ability to access the capital markets or otherwise raise such capital may be adversely impacted by global economic conditions and the disruptions to, and volatility in, financial markets in the United States and worldwide resulting from, among other factors, the ongoing COVID-19 pandemic and geopolitical tensions or the outbreak of hostilities or war.

Equity Financings

On May 11, 2021, we entered into a Controlled Equity OfferingSM Sales Agreement, or the 2021 Sales Agreement, with Cantor Fitzgerald & Co., Canaccord Genuity, LLC, H.C. Wainwright & Co. LLC and Ladenburg Thalmann & Co. Inc., as sales agents, pursuant to which we may sell, from time to time, up to $75.0 million of our common stock. In the first quarter of 2022, we sold and issued 857,060 shares of common stock under the 2021 Sales Agreement in the open market at a weighted average selling price of $2.09 per share, resulting in gross proceeds of $1.8 million. Net proceeds after deducting commissions and offering expenses were $1.6 million. From April 1, 2022 through May 11, 2022, we sold and issued 297,362 shares of its common stock in the open market at a weighted average selling price of $2.17 per share, for gross and net proceeds, after deducting commissions and offering expenses, of $0.6.

Debt

We had no debt outstanding as of March 31, 2022 or December 31, 2021.

Future Capital Requirements

During the three months ended March 31, 2022, net cash provided by operating activities was $0.2 million, and our accumulated deficit as of March 31, 2022 was $248.0 million. Our expectations regarding future cash requirements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make in the future. To the extent that we enter into any of those types of transactions, we may need to raise substantial additional capital.

We expect to continue to incur substantial additional operating losses for at least the next several years as we continue to develop our product candidates and seek marketing approval and, subject to obtaining such approval, the eventual commercialization of our product candidates. If we obtain marketing approval for any of our product candidates, we will incur significant sales, marketing and manufacturing expenses. In addition, we expect to incur additional expenses to add operational, financial and information systems and personnel, including personnel to support our planned product commercialization efforts. We also expect to continue to incur significant costs to comply with corporate governance, internal controls and similar requirements associated with operating as a public reporting company.

Our future use of operating cash and capital requirements will depend on many forward-looking factors, including the following:

? the initiation, progress, timing, costs and results of preclinical studies and

clinical trials for our product candidates;

? the clinical development plans we establish for these product candidates;

? the number and characteristics of product candidates that we may develop or

in-license;

? the terms of any collaboration agreements we may choose to execute;

the outcome, timing and cost of meeting regulatory requirements established by

? the FDA, the European Medicines Agency or other comparable foreign regulatory


   authorities;


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? the cost of filing, prosecuting, defending and enforcing our patent claims and

other intellectual property rights;

? the cost of defending intellectual property disputes, including patent

infringement actions brought by third parties against us;

? costs and timing of the implementation of commercial scale manufacturing

activities;

the cost of establishing, or outsourcing, sales, marketing and distribution

? capabilities for any product candidates for which we may receive regulatory

approval in regions where we choose to independently commercialize our

products;

the extent to which health epidemics and other outbreaks of communicable

? diseases, including the ongoing COVID-19 pandemic, could disrupt our operations

or materially and adversely affect our business and financial conditions; and

? the timing and outcome of the ATO's review regarding our eligibility to receive

tax credits related to the research and development tax incentive program.

To the extent that our capital resources are insufficient to meet our future operating and capital requirements, we will need to finance our cash needs through public or private equity offerings, debt financings, collaboration and licensing arrangements or other financing alternatives. We have no committed external sources of funds. Additional equity or debt financing or collaboration and licensing arrangements may not be available on acceptable terms, if at all.

If we raise additional funds by issuing equity securities, including through the 2021 Sales Agreement, our stockholders will experience dilution.

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