The interim financial statements and this Management's Discussion and Analysis
of Financial Condition and Results of Operations should be read in conjunction
with the 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 Annual
Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the
SEC on March 2, 2022. In addition to historical information, this discussion and
analysis contains forward-looking statements that involve risks, uncertainties
and assumptions. Our actual results may differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including
but not limited to those set forth under the caption "Risk Factors" in the
Annual Report on Form 10-K for the fiscal year ended December 31, 2021.



As used in this Quarterly Report on Form 10-Q, unless the context indicates or
otherwise requires, "our Company", "the Company", "Pieris", "we", "us" and "our"
refer to Pieris Pharmaceuticals, Inc., a Nevada corporation, and its
consolidated subsidiaries.



We have registered trademarks for Pieris, Anticalin, and others. All other
trademarks, trade names and service marks included in this Quarterly Report on
Form 10-Q are the property of their respective owners. Use or display by us of
other parties' trademarks, trade dress or products is not intended to and does
not imply a relationship with, or endorsements or sponsorship of, us by the
trademark or trade dress owner.



Overview



We are a clinical-stage biotechnology company that discovers and develops
Anticalin-based drugs to target validated disease pathways in unique and
transformative ways. Our clinical pipeline includes inhaled Anticalin proteins
and IO bispecifics. Proprietary to us, Anticalin proteins are a novel class of
therapeutics validated in the clinic and through partnerships with leading
pharmaceutical companies. Our core Anticalin technology and platform were
developed in Germany, and we have collaborations with major multi-national
pharmaceutical companies. In particular, we have alliances with AstraZeneca and
Genentech to treat respiratory diseases, with Genentech also in ophthalmology
and with Servier, Seagen, and Boston Pharmaceuticals in IO. Our discovery and
development programs are in varying stages and include:



• Elarekibep, our lead respiratory program partnered with AstraZeneca for the

treatment of asthma, is a drug candidate that antagonizes IL-4R?, thereby

inhibiting the downstream action of IL-4 and IL-13, two cytokines known to be

key mediators in the inflammatory cascade that drive the pathogenesis of


    asthma and other inflammatory diseases.




  • Elarekibep was tested in a nebulized formulation and an IV arm for

pharmacokinetic, or PK, assessment in 54 healthy volunteers at nominal dose

levels ranging from 0.25 mg to 400 mg in a phase 1 single-ascending dose, or

SAD, study. Data from that study were presented at the American Thoracic

Society International Conference in May 2019 showing that elarekibep was

well-tolerated when given as single inhaled or intravenous doses to healthy

volunteers and there was systemic target engagement (as measured by pSTAT6

inhibition). Elarekibep was also tested in a phase 1 multiple-ascending dose,

or MAD, study in 30 patients that were randomized to receive delivered doses

via nebulizer ranging from 2 mg to 60 mg (5 mg to 150 mg nominal dose) twice

daily for nine consecutive days and one final dose on the 10th day, and 12

patients were randomized to receive placebo at the same intervals. We

presented interim data from the elarekibep phase 1 MAD study at the European

Respiratory Society International Congress in October 2019 and reported that

elarekibep was well-tolerated at all doses, led to a statistically significant

reduction in FeNO, a validated biomarker for eosinophilic airway inflammation,

and showed dose-dependent systemic target engagement in patients with mild


    asthma and elevated levels of FeNO (? 35ppb).



• The phase 2a asthma study is ongoing at multiple sites globally. This phase 2a

study is a two-part, multi-center, placebo-controlled clinical study of

elarekibep that will evaluate elarekibep at up to three dose levels using a

dry powder formulation administered twice daily. In part 1a (1 mg and 3 mg

dose safety) of the study, 31 asthma patients, controlled on standard of care

(medium dose inhaled corticosteroids, or ICS, with long-acting beta agonists,

or LABA), received elarekibep twice daily over four weeks to establish the

safety profile and pharmacokinetics of the dry powder formulation of

elarekibep. A safety review following completion of part 1a included an

evaluation, compared to placebo, of the incidence of adverse events, changes

in laboratory markers (immuno-biomarkers, clinical chemistry, and hematology),

and forced expiratory volume in one second, or FEV1. Following the safety

review, AstraZeneca began enrollment of part 2a (1 mg and 3 mg dose efficacy)

of the study to evaluate efficacy, safety, and pharmacokinetics of elarekibep

administered twice daily to asthma patients, uncontrolled on medium dose ICS

with LABA, that have a blood eosinophil count of ? 150 cells/?L and FeNO ? 25

ppb in the 1 mg and 3 mg arms and a placebo arm. Following a four-week run-in

period, patients will be dosed and monitored over four weeks. FEV1 improvement

at four weeks compared to placebo will be the primary endpoint in this portion

of the study. Also following the safety review, AstraZeneca initiated part 1b

(10 mg dose safety) of the study to evaluate the safety of the 10 mg dose in

asthma patients controlled on standard of care who will receive elarekibep

twice daily over four weeks, and has completed enrollment in part 1b. In the

second quarter of 2022, AstraZeneca conducted a reforecast of the study, which

has taken into account the global challenges of recruiting for respiratory

clinical trials caused by the continued impact of the COVID-19 pandemic, and

is broadening enrollment criteria in part 2 (previously referenced as part

2a) of the study to facilitate recruitment of the study. AstraZeneca also now

plans to focus part 2 on the 3 mg cohort for the efficacy readout and plans to

stop enrollment for the 1 mg cohort. AstraZeneca also no longer plans to

enroll the 10 mg cohort for the efficacy readout (previously referenced as

part 2b).

Topline results from part 2 of this study are expected to be reported by the


    third quarter of 2023.



• Upon receipt of the topline data and notice from AstraZeneca, including a

product development plan and budget, we will have 30 days to opt into

co-development of the program with AstraZeneca at one of two levels, neither

of which includes an option exercise fee. If we do not choose to participate

in co-development, we would still be entitled to sales royalties from

single-digit up to the mid-teens, plus the potential for more than $1 billion

in sales milestones. At the first opt-in level, we would be responsible for

25% of the cost-share through regulatory approval with a predetermined cost

cap. At this level, for the lifetime of this product, we would receive sales

royalties from single-digit up to the high teens, plus the potential for

multi-billion dollar sales milestones. The second opt-in level would be at a

50% cost share without a cost cap which, instead of sales royalties and

milestones, would result in a gross margin share in the mid-twenty percent

range for the lifetime of the product. We also have a separate option to

co-commercialize elarekibep with AstraZeneca in the United States independent


    of the co-development opt-in decision.




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• Four discovery-stage respiratory programs were originally included in the

AstraZeneca alliance beyond elarekibep, the targets and disease areas of which

are undisclosed. In January 2022, Pieris and AstraZeneca jointly discontinued

one of the four discovery-stage programs in the collaboration beyond

elarekibep, for which an exploratory target was not able to be validated. In

August 2022, we entered into an amendment of the License and Collaboration

Agreement and extended the research term for two of the then remaining three


    discovery-stage programs. Pieris retains co-development and U.S.
    co-commercialization options for both of those programs.



• Our lead fully proprietary respiratory asset, PRS-220, an oral inhaled

Anticalin protein targeting connective tissue growth factor, or CTGF, is being

developed as a local treatment for idiopathic pulmonary fibrosis, or IPF, and

other forms of fibrotic lung disease. CTGF, a matricellular protein, is a

driver of fibrotic tissue remodeling and the protein has been found

over-expressed in lung tissue from patients suffering from IPF. Clinical data

from a Phase 2 study with pamrevlumab conducted by Fibrogen indicated that

inhibition of CTGF reduced the decline in lung function in patients, thus


    demonstrating clinical Proof of Concept for this target.



• In 2021, we received a €14.2 million grant from the Bavarian Ministry of

Economic Affairs, Regional Development and Energy supporting research and

development of the program for post-acute sequelae of SARS-CoV-2 infection

(PASC) pulmonary fibrosis, or PASC-PF, also known as post-COVID-19 syndrome


    pulmonary fibrosis, or "long COVID".



• We presented initial preclinical data for PRS-220 at the European Respiratory

Society International Congress 2021 demonstrating a more potent and durable

target engagement profile compared to a clinical-stage, systemically delivered

anti-CTGF antibody benchmark. Additionally, the targeting of CTGF locally in

the lung showed increased attenuation of fibrotic lung remodeling in vivo

compared to the systemically delivered antibody. This outcome correlates with

superior lung tissue exposure of PRS-220 compared to that of the systemically

administered antibody in head-to-head studies, where intratracheally

administered PRS-220 efficiently penetrates the fibrotic, interstitial lung


    tissue of mice.



• We recently dosed the first subject in the phase 1 study of PRS-220 in healthy

volunteers in Australia. We expect to report the outcome of the study in 2023.

• In May 2021, we also entered into a multi-program research collaboration and

license agreement with Genentech, a member of the Roche Group, to discover,

develop and commercialize locally delivered respiratory and ophthalmology

therapies. We are currently conducting joint discovery activities in each of


    the two committed programs.



• PRS-400 is a fully proprietary Anticalin protein targeting Jagged-1 and is

being developed as a local treatment for muco-obstructive lung diseases.

Jagged-1 is one of five cell surface ligands interacting with Notch receptors.

It has been demonstrated that Jagged-1/Notch signaling drives secretory cell

trans-differentiation in the airways and that blocking Jagged-1/Notch

signaling reduces secretory cell number, mucin expression and mucus plugging

in vivo. In August 2022, we presented preclinical data at the European

Respiratory Society International Congress 2022 indicating that candidate

molecules inhibit Jagged-1-induced Notch 2 signaling in a dose-dependent

manner and also demonstrate that PRS-400 reduces mucin expression ex vivo.

Additionally, PRS-400 was found in vivo to reduce mucin gene expression and

goblet cells in mice with IL-13-induced airway inflammation. These findings

suggest that PRS-400 represents a promising opportunity to address

muco-obstructive respiratory diseases locally with an attractive therapeutic


    index.



• Cinrebafusp alfa is a bispecific Mabcalin compound comprising a HER2-targeting

antibody genetically linked to 4-1BB-targeting Anticalin proteins. Cinrebafusp

alfa is designed to drive tumor localized T cell activation through

tumor-targeted drug clustering mediated by HER2 expressed on tumor cells. This

program was the first 4-1BB bispecific T cell co-stimulatory agonist to enter


    clinical development.



• In August 2022 we announced the decision to cease further enrollment in the

two-arm, multicenter, open-label phase 2 study of cinrebafusp alfa as part of

a strategic pipeline prioritization to focus our resources. Cinrebafusp alfa

has demonstrated clinical benefit in phase 1 studies, including single agent

activity in a monotherapy setting, and in the phase 2 study in HER2-expressing

gastric cancer, giving the Company confidence in its broader 4-1BB franchise.

• PRS-344/S095012 is a bispecific Mabcalin compound comprising a PD-L1-targeting


    antibody genetically linked to 4-1BB-targeting Anticalin proteins.
    PRS-344/S095012 is being developed as part of our IO collaboration with
    Servier.



• The first patient in phase 1/2 study of PRS-344/S095012 was dosed in November

2021 and the study is being conducted in multiple countries, including the

United States.



• The first-in-human phase 1/2 multicenter open-label dose escalation study is

designed to determine the safety and preliminary activity of PRS-344/S095012

in patients with advanced and/or metastatic solid tumors. We plan to present


    the escalation data at a medical meeting in 2023.




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• Pieris and Servier presented preclinical data and the phase 1/2 study design

at the American Association for Cancer Research, or AACR, medical meeting in

April 2022.



• We expect to initiate the expansion cohorts in a select number of jointly


    vetted indications in 2023.




  • Our IO portfolio also includes additional drug candidates beyond
    PRS-344/S095012 that are multi-specific Anticalin-based fusion proteins
    designed to engage immunomodulatory targets, comprising a variety of

multifunctional biotherapeutics. Other IO drug candidates are being developed


    as part of our collaborations with Servier, Seagen, and Boston
    Pharmaceuticals.




  • Servier has obtained in vivo proof of concept for PRS-352/S095025, a
    bispecific Mabcalin compound comprising an PD-L1-targeting antibody
    genetically fused to Anticalin proteins specific for OX40, triggering an
    undisclosed milestone payment to Pieris in 2021. Servier is continuing

development of PRS-352/S095025, for which the companies recently presented

preclinical data at the AACR Annual Meeting 2022. PRS-352/S095025 has

demonstrated superior potency to the combination of OX40 and PD-L1 therapy

benchmarks in different in vitro assays, inhibits the PD-1/PD-L1 pathway with

comparable potency to anti-PD-L1 benchmark antibodies, stimulates human CD4+ T

cells, drives T cell stimulation in ex vivo cynomolgus monkey assays, and


    demonstrated an antibody-like PK profile in vivo.



• We have already handed one of the programs in the Seagen collaboration,

PRS-346/SGN-BB228, a 4-1BB/CD228 bispecific Mabcalin compound, over to Seagen,

who is responsible for further advancement and funding of the asset. The IND

for this program has recently been accepted and Seagen plans to initiate a

phase 1 study for this program in the coming months. Additionally, Seagen will

present preclinical data for this program at the Society for Immunotherapy of

Cancer 37th Annual Meeting. The program is one of three programs in the Seagen

alliance, and we believe the previous achievement of a key development

milestone for this program validates our approach and leadership in IO

bispecifics, complementing the encouraging clinical data seen with cinrebafusp

alfa. During the third quarter of 2021, we initiated the second program within

the collaboration with Seagen. We retain a co-promotion option for one program


    in the Seagen collaboration in the United States.



• PRS-342/BOS-342 is a 4-1BB/GPC3 bispecific Mabcalin compound that we have

exclusively licensed to Boston Pharmaceuticals. Boston Pharmaceuticals

continues to advance PRS-342/BOS-342 towards the clinic, with phase 1 expected


    to begin in the first half of 2023.




Since inception, we have devoted nearly all of our efforts and resources to our
research and development activities and have incurred significant net losses.
For the three and nine months ended September 30, 2022, we reported net losses
of $9.7 million and $25.2 million, respectively. For the three and nine months
ended September 30, 2021, we reported net losses of $16.5 million
and $36.2 million, respectively. As of September 30, 2022, we had an accumulated
deficit of $282.3 million. We expect to continue incurring substantial losses
for the next several years as we continue to develop our clinical and
preclinical drug candidates and programs. Our operating expenses are comprised
of research and development expenses and general and administrative expenses.



We have not generated any revenues from product sales to date and we do not
expect to generate revenues from product sales for the foreseeable future. Our
revenues for the three and nine months ended September 30, 2022 and 2021 were
from license and collaboration agreements with our partners.



A significant portion of our operations are conducted in countries other than
the United States. Since we conduct our business in U.S. dollars, our main
exposure, if any, results from changes in the exchange rates between the euro
and the U.S. dollar. At each period end, we remeasure assets and liabilities to
the functional currency of that entity (for example, U.S. dollar payables
recorded by Pieris Pharmaceuticals GmbH). Remeasurement gains and losses are
recorded in the statement of operations line item "Other income (expense), net."
All assets and liabilities denominated in euros are translated into U.S. dollars
at the exchange rate on the balance sheet date. Revenues and expenses are
translated at the weighted average rate during the period. Equity transactions
are translated using historical exchange rates. All adjustments resulting from
translating foreign currency financial statements into U.S. dollars are included
in accumulated other comprehensive loss.



Key Financial Terms and Metrics

The following discussion summarizes the key factors our management believes are necessary for an understanding of our consolidated financial statements.


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Revenues


We have not generated any revenues from product sales to date and we do not expect to generate revenues from product sales for the foreseeable future. Our revenues for the last two years have been primarily from the license and collaboration agreements with our partners.

The revenues from our partners have been comprised primarily of upfront payments, research and development services and milestone payments. For additional information about our revenue recognition policy, see "Note 2- Summary of Significant Accounting Policies."

Research and Development Expenses





The process of researching and developing drugs for human use is lengthy,
unpredictable and subject to many risks. We expect to continue incurring
substantial expenses for the next several years as we continue to develop our
clinical and preclinical drug candidates and programs. We are unable, with any
certainty, to estimate either the costs or the timelines in which those expenses
will be incurred. Our current development plans focus on the following programs:
our lead respiratory program, elarekibep and our other respiratory programs, our
IO programs, as well as multiple additional proprietary and partnered programs,
including PRS-344/S095012. These programs consume a large proportion of our
current, as well as projected, resources.



Our research and development costs include costs that are directly attributable
to the creation of certain of our Anticalin protein based drug candidates and
are comprised of:


• internal recurring costs, such as personnel-related costs (salaries, employee

benefits, equity compensation and other costs), materials and supplies,

facilities and maintenance costs attributable to research and development


    functions; and



• fees paid to external parties who provide us with contract services, such as

preclinical testing, manufacturing and related testing and clinical trial


    activities.



General and Administrative Expenses





General and administrative expenses consist primarily of salaries, employee
benefits, equity compensation and other personnel-related costs associated with
executive, administrative and other support staff. Other significant general and
administrative expenses include the costs associated with professional fees for
accounting, auditing, insurance costs, consulting and legal services along with
facility and maintenance costs attributable to general and administrative
functions.



Results of Operations


Comparison of the three and nine months ended September 30, 2022 and 2021





The following table sets forth our revenues and operating expenses (in
thousands):



                                                                                Nine Months Ended September
                                           Three Months Ended September 30,                 30,
                                                2022                2021           2022             2021
Revenues                                   $         5,370       $    4,057     $   20,056       $   22,975

Research and development expenses                   13,589           18,937         39,602           51,299
General and administrative expenses                  3,949            4,132         12,409           12,508
Total operating expenses                            17,538           23,069         52,011           63,807
Other (expense) income
Interest income                                        241                4            370               10
Grant income                                         1,468            1,794          4,782            2,590
Other income                                           723              678          1,628            2,026
Net loss                                   $        (9,736 )     $  (16,536 )   $  (25,175 )     $  (36,206 )




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Revenues


The following table provides a comparison of revenues for the three months ended September 30, 2022 and 2021 (in thousands):





                                                   Three Months Ended September 30,
                                                     2022                     2021            Increase/(Decrease)

Customer revenue                               $          5,112         $          2,783     $               2,329
Collaboration revenue                                       258                    1,274                    (1,016 )
Total Revenue                                  $          5,370         $          4,057                     1,313



• The $2.3 million increase in customer revenue in the three months ended

September 30, 2022 compared to the three months ended September 30, 2021 is

driven by acceleration of revenue related to a performance obligation for the

license of an early-stage program under the AstraZeneca collaboration that

ceased with the discontinuation of this program (approximately $5.0

million), partially offset by lower AstraZeneca collaboration

reimbursable revenue and lower milestone revenue on the Servier collaboration


    given a prior year achievement.



• The $1.0 million decrease in collaboration revenues in the three months ended

September 30, 2022 compared to the three months ended September 30, 2021 is

due to higher collaboration revenue recorded under the Servier collaboration

in prior year period due to increased activities managed by Servier for the


    phase 1 study which offset our revenue generating activities.



The following table provides a comparison of revenues for the nine months ended September 30, 2022 and 2021 (in thousands):





                           Nine Months Ended September 30,
                             2022                  2021            Increase/(Decrease)
Customer revenue        $        19,760       $        20,189     $                (429 )
Collaboration revenue               296                 2,786                    (2,490 )
Total Revenue           $        20,056       $        22,975                    (2,919 )



• The $0.4 million decrease in customer revenue in the nine months ended

September 30, 2022 compared to the nine months ended September 30, 2021 is a

combination of offsetting items. In the current period, higher amounts of

revenue were recorded due to the discontinuation of two early-stage programs

under the AstraZeneca collaboration (approximately $9.2 million), completion

of the performance obligation related to the material right for PRS-352

(approximately $4.9 million) and completion of the performance obligation

related to the expiration of the target swap for the second program under the

Seagen collaboration (approximately $1.5 million) as well as program progress

on the Seagen and Genentech collaborations. In the prior period revenue

primarily consisted of a phase 2a milestone ($13.0 million) recognized for

elarekibep under the AstraZeneca collaboration and higher reimbursable costs


    for AstraZeneca and Servier.



• The $2.5 million decrease in collaboration revenues in the nine months ended

September 30, 2022 compared to the nine months ended September 30, 2021

relates to an updated estimate of project completion for PRS-344/S095012 under

the Servier collaboration, leading to lower revenue recognized in the current


    period along with increased activities managed by Servier for the phase 1
    study which offset our revenue generating activities.



Research and Development Expenses





The following table provides a comparison of the research and development
expenses for the three months ended September 30, 2022 and 2021 (in thousands):



                         Three Months Ended September 30,
                            2022                  2021            Increase/(Decrease)
Respiratory            $         2,976       $         4,313     $              (1,337 )
Immuno-oncology                  4,183                 7,940                    (3,757 )
Other R&D activities             6,430                 6,684                      (254 )
Total                  $        13,589       $        18,937                    (5,348 )




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• The $1.3 million decrease in our respiratory programs for the three months

ended September 30, 2022 compared to the three months ended September 30, 2021

is due to lower program costs for elarekibep as work related to the phase 1

trial was largely complete in 2021, as well as lower manufacturing costs for

PRS-220, partially offset by higher preclinical and clinical costs for PRS-220

and higher pre-clinical costs for discovery-stage programs in the current


    period.



• The $3.8 million decrease in our IO programs for the three months ended

September 30, 2022 compared to the three months ended September 30, 2021 is

due primarily to a decrease in overall costs for cinrebafusp alfa, decreased

manufacturing costs for PRS-344/S095012 and lower preclinical costs for other


    discovery stage work.



• The $0.3 million decrease in other research and development activities

expenses for the three months ended September 30, 2022 compared to the three

months ended September 30, 2021 is due primarily to lower license

fees professional services and facilities allocation offset partially by

higher personnel costs due to higher headcount and slightly higher travel


    costs.




The following table provides a comparison of the research and development
expenses for the nine months ended September 30, 2022 and 2021 (in thousands):



                          Nine Months Ended September 30,
                            2022                  2021            Increase/(Decrease)
Respiratory            $         7,109       $        12,946     $              (5,837 )
Immuno-oncology                 11,632                18,360                    (6,728 )
Other R&D activities            20,861                19,993                       868
Total                  $        39,602       $        51,299                   (11,697 )



• The $5.8 million decrease in our respiratory programs for the nine months

ended September 30, 2022 compared to the nine months ended September 30, 2021

is due to lower program costs for elarekibep as work related to the phase 1

trial was largely complete in 2021, lower manufacturing costs for PRS-220 and

lower license fees in 2022, partially offset by higher clinical costs for


    PRS-220.



• The $6.7 million decrease in our IO programs for the nine months ended

September 30, 2022 compared to the nine months ended September 30, 2021 is due

primarily to a decrease in overall costs for cinrebafusp alfa, decreased

manufacturing costs for PRS-344/S095012 and PRS-342, partially offset by

higher clinical costs for PRS-344/S095012 and slightly higher pre-clinical


    costs for discovery stage programs.



• The $0.9 million increase in other research and development activities

expenses for the nine months ended September 30, 2022 compared to the nine

months ended September 30, 2021 is due primarily to higher personnel costs due

to higher headcount, partially offset by slightly by lower overall license


    fees and lower external consulting expenses.



General and Administrative Expenses





General and administrative expenses were $3.9 million for the three months ended
September 30, 2022 and $4.1 million for the three months ended September 30,
2021. The slight period-over-period decrease was driven primarily by lower
personnel and legal costs, partially offset by higher professional services and
travel costs.



General and administrative expenses were $12.4 million for the nine months ended
September 30, 2022 and $12.5 million for the nine months ended September 30,
2021. The slight period-over-period decrease was driven primarily by lower
personnel costs, facilities and IT costs, legal, and audit and tax
costs, partially offset by higher professional services and travel costs.



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Other Income (Expense)



Our other income (expense) was $2.4 million for the three months ended September
30, 2022 and $2.5 million for the three months ended September 30, 2021. This
period over period decrease was primarily due to slightly lower grant income
recorded for PRS-220, partially offset by interest income on investments in the
current year as well as a strengthening US dollar.



Our other income (expense) was $6.8 million for the nine months ended September
30, 2022 and $4.6 million for the nine months ended September 30, 2021. This
period over period increase was primarily due to three quarters of grant income
recorded for PRS-220 in the current period as compared to two quarters in the
same period in the prior year, interest income on investments in the current
year as well as a strengthening US dollar, partially offset by higher foreign
exchange realized losses in the current year as compared to the same period in
the prior year.


Liquidity and Capital Resources





We are subject to risks common to companies in the biotechnology industry,
including but not limited to, the need for additional capital, risks of failure
of preclinical studies and clinical trials, the need to obtain marketing
approval and reimbursement for any drug product candidate that we may identify
and develop, the need to successfully commercialize and gain market acceptance
of our product candidates, dependence on key personnel, protection of
proprietary technology, compliance with government regulations, development of
technological innovations by competitors, reliance on third-party manufacturers
and the ability to transition from pilot-scale production to large-scale
manufacturing of products.



Through September 30, 2022, we have funded our operations primarily through private and public sales of equity, payments received under our license and collaboration agreements (including research and development services costs, upfront and milestone payments), government grants and loans.

As of September 30, 2022, we had a total of $69.8 million in cash, cash equivalents and investments. We have incurred losses in every period since inception, including the three months ended September 30, 2022 and 2021, and have a total accumulated deficit of $282.3 million as of September 30, 2022.





We have several research and development programs underway in varying stages of
development, and we expect they will continue to require increasing amounts of
cash for development, conducting clinical trials and testing and manufacturing
of product material. We expect cash necessary to fund operations will increase
significantly over the next several years as we continue to conduct these
activities necessary to pursue governmental regulatory approval of
clinical-stage programs and our other product candidates.



The following table provides a summary of operating, investing and financing cash flows (in thousands):





                                                              Nine Months Ended September 30,
                                                                 2022                  2021

Net cash provided by (used in) operating activities $ (46,999 ) $ 3,284 Net cash (used in) investing activities

                             (22,343 )               (607 )
Net cash provided by financing activities                             7,121               54,226




Net cash used in operating activities for the nine months ended September 30,
2022 was $47.0 million compared to net cash provided by operations
of $3.3 million for the nine months ended September 30, 2021. Cash used in the
current period is impacted by lower deferred revenue, primarily driven by higher
revenue recognized for AstraZeneca, Servier and Seagen out of the deferred
balance, lower accounts payable and accrued expenses and higher prepaid
expenses, offset partially by lower accounts receivables. This compares to the
impact of higher deferred revenue, primarily driven by the new collaboration
agreements with Boston Pharmaceuticals and Genentech and higher accounts payable
and accrued expenses, offset partially by higher accounts receivables and
prepaid expenses in the prior period.



Cash used in investing activities for the nine months ended September 30, 2022
was $22.3 million as compared to $0.6 million for the same period in 2021. The
change in net cash used is solely attributable to the impact of net investments
changes (purchase of investments as a result of rising interest rates in 2022)
for which there is no activity in the comparable prior year period.



Cash provided by financing activities for the nine months ended September 30,
2022 was $7.1 million as compared to $54.2 million for the same period in 2021.
The decrease in the current period compared to the prior period is driven by
significantly lower sales under the ATM program in the current period as well as
two separate private placement equity transactions with our partners, Seagen and
AstraZeneca in 2021, which resulted in net proceeds of $18.9 million in the
prior period.



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In August 2021, we established the ATM Program under a sales agreement with
Jefferies LLC, pursuant to which we may offer and sell shares of our common
stock, from time to time, up to an aggregate amount of gross sales proceeds of
$50.0 million. The ATM Program is offered under a shelf registration statement
on Form S-3 that was filed with and declared effective by the SEC in August
2021. For the nine months ended September 30, 2022, we sold 2.1 million shares
for gross proceeds of $7.2 million under the ATM program at an average stock
price of $3.46.



Our future success is dependent on our ability to identify and develop our
product candidates, expand our corporate infrastructure and, ultimately, upon
our ability to attain profitable operations. We have devoted substantially all
of our financial resources and efforts to research and development and general
and administrative expenses to support such research and development. We have
several research and development programs underway in varying stages of
development, and we expect that these programs will continue to require
increasing amounts of cash for development, conducting clinical trials and
testing and manufacturing of product material. Cash necessary to fund operations
will increase significantly over the next several years as we continue to
conduct these activities necessary to pursue governmental regulatory approval of
clinical-stage programs and other product candidates.



Any requirements for additional capital will depend on many factors, including the following:

• the scope, rate of progress, results and cost of our clinical studies,

preclinical testing and other related activities;

• the cost of manufacturing clinical supplies, and establishing commercial


    supplies, of our drug candidates and any products that we may develop;


  • the number and characteristics of drug candidates that we pursue;


  • the cost, timing and outcomes of regulatory approvals;


  • the cost and timing of establishing sales, marketing and distribution
    capabilities;

• the terms and timing of any collaborative, licensing and other arrangements

that we may establish;

• the timing, receipt and amount of sales, profit sharing or royalties, if any,

from our potential products;

• the cost of preparing, filing, prosecuting, defending and enforcing any patent


    claims and other intellectual property rights;


  • the extent to which we acquire or invest in businesses, products or

technologies, although we currently have no commitments or agreements relating

to any of these types of transactions; and

• the effects of the COVID-19 pandemic and the cost and timing of actions taken


    to contain it.




In addition, any unfavorable development or delay in the progress of our core
clinical-stage programs including elarekibep, PRS-344/S095012 and PRS-220 could
have a material adverse impact on our ability to raise additional capital.



We plan to raise additional capital to fulfill our operating and capital
requirements through public or private equity financings, utilization of our ATM
Program, strategic collaborations, licensing arrangements and/or the achievement
of milestones under our collaborative agreements. The funding requirements of
our operating plans, however, are based on estimates that are subject to risks
and uncertainties and may change as a result of many factors currently unknown.
Although we continue to pursue these funding plans, there is no assurance that
we will be successful in obtaining sufficient funding on terms acceptable to us
to fund continuing operations, if at all. Until such time as we can generate
substantial product revenues, if ever, we expect to finance our cash needs
through a combination of equity offerings, debt financings, strategic
partnerships, licensing arrangements and government grants. The terms of any
future financing may adversely affect the holdings or the rights of our existing
stockholders.



We believe that our currently available funds will be sufficient to fund our
operations through at least the next 12 months from the issuance of this
Quarterly Report on Form 10-Q. Our belief with respect to our ability to fund
operations is based on estimates that are subject to risks and uncertainties. If
actual results are different from our estimates, we may need to seek additional
funding. If we are unable to obtain additional funding on acceptable terms when
needed, we may be required to defer or limit some or all of our research,
development and/or clinical projects, or may reduce discretionary expenditures
such as additional headcount, new R&D projects, and other variable costs to
alleviate the substantial doubt as to the Company's ability to continue as a
going concern.


Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as defined under applicable SEC rules.





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Critical Accounting Policies and Estimates





Refer to Part II, Item 7, "Critical Accounting Policies and Estimates" of our
Annual Report on Form 10-K for the fiscal year ended on December 31, 2021 for a
discussion of our critical accounting policies and estimates.



This discussion and analysis of our financial condition and results of
operations is based on our financial statements, which we have prepared in
accordance with U.S. GAAP. We believe that several accounting policies are
important to understanding our historical and future performance. We refer to
these policies as critical because these specific areas generally require us to
make judgments and estimates about matters that are uncertain at the time we
make the estimate, and different estimates-which also would have been
reasonable-could have been used. On an ongoing basis, we evaluate our estimates
and judgments, including those described in greater detail below. We base our
estimates on historical experience and other market-specific or other relevant
assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions.



We believe that our most critical accounting policies are those relating to
revenue recognition, contingencies, research and development expense and income
taxes, and there have not been significant changes to our accounting policies
discussed in the Annual Report on Form 10-K for the fiscal year ended on
December 31, 2021.



Recently Issued Accounting Pronouncements





We review new accounting standards to determine the expected financial impact,
if any, that the adoption of each standard will have. For the recently issued
accounting standards that we believe may have an impact on our consolidated
financial statements, see "Note 2-Summary of Significant Accounting Policies" in
our consolidated financial statements.



Smaller Reporting Company Status

Currently, we qualify as a smaller reporting company.





As a smaller reporting company, we are eligible for, and have taken advantage of
certain exemptions from various reporting requirements that are not available to
public reporting companies that do not qualify for this classification,
including, but not limited to:



• An opportunity for reduced disclosure obligations regarding executive

compensation in its periodic and annual reports, including without limitation


    exemption from the requirement to provide a compensation discussion and
    analysis describing compensation practices and procedures.



• An opportunity for reduced financial statement disclosure in registration

statements, which must include two years of audited financial statements

rather than the three years of audited financial statements that are required


    for other public reporting companies.



• An opportunity for reduced audit and other compliance expenses as we are not

subject to the requirement to obtain an auditor's report on internal control


    over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of
    2002.



• An opportunity to continue utilizing the non-accelerated filer time-line

requirements, which became applicable to us at the time of filing of our


    annual report for the year ending December 31, 2021.




For as long as we continue to be a smaller reporting company, we expect that we
will take advantage of both the reduced internal control audit requirements and
the disclosure obligations available to us as a result of this classification.

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