Management's discussion and analysis of our financial condition and results of operations should be read together with our 2021 10-K and our unaudited condensed consolidated financial statements and accompanying notes and other disclosures included in this Quarterly Report on Form 10-Q.

Overview

We are a biopharmaceutical company dedicated to discovering and developing novel cancer immunotherapies using our proprietary ATLAS™ platform. The ATLAS platform can profile each patient's CD4+ and CD8+ T cell immune responses to every potential target or "antigen" identified by next-generation sequencing of that patient's tumor. ATLAS zeroes in on both antigens that activate anti-tumor T cell responses and inhibitory antigens, or Inhibigens™, that drive pro-tumor immune responses. We believe this approach ensures that cancer immunotherapies, such as cellular therapies and vaccines, focus T cell responses on the tumor antigens most vulnerable to T cell targeting. Consequently, we believe that ATLAS may enable more immunogenic and efficacious cancer immunotherapies.

On April 28, 2022, we announced that we have initiated a process to explore a range of strategic alternatives to maximize shareholder value and engaged professional advisors, including an investment bank, to support this process. Strategic alternatives include the sale of all or part of the Company, merger or reverse merger. As we pursue strategic alternatives, we put into place a restructuring plan which includes an approximate 65% reduction in workforce in the second quarter of 2022.

Since then, in an effort to further reduce costs while assessing strategic alternatives to maximize shareholder value, we have also decided to voluntarily terminate the TiTAN™ clinical study of GEN-011 and continue to review our other research programs and collaborations to determine an appropriate course of action.

GEN-011 is an investigational next-generation solid tumor cell therapy candidate comprised of CD4+ and CD8+ neoantigen-targeted peripheral T cells ("NPTs") which are specific for up to 30 antigens, designed to limit tumor escape. GEN-011 is comprised of T cells extracted from the patient's peripheral blood and specific for ATLAS-prioritized neoantigens. NPTs have minimal bystander, non-tumor-specific cells, and are designed to be devoid of Inhibigen-specific cells which may be detrimental to clinical response. GEN-011 has the potential to be differentiated from other cell therapies because of the breadth of surface-presented neoantigens it targets and the ease of manufacturing tumor-relevant T cells extracted from readily accessible peripheral blood. TiTAN is an open-label, multi-center Phase 1/2a trial evaluating the safety, tolerability, T cell persistence and proliferation, and clinical efficacy of GEN-011. The TiTAN clinical trial was testing two dosing regimens.

GEN-009 is an investigational neoantigen vaccine delivering adjuvanted synthetic long peptides from ATLAS-identified neoantigens. We reported long-term immunogenicity and clinical response data from our GEN-009 neoantigen vaccine Phase 1 clinical trial in November 2021, and we continue to monitor patients to further evaluate these efficacy signals.

ATLAS platform

Harnessing and directing T cells to kill tumor cells is increasingly viewed as having potential to treat many cancers. Cellular therapies or vaccines employing this approach may be most effective when targeting specific differences from normal tissue present in the patient, such as antigens arising from genetic mutations or cancer-causing viruses. However, the discovery of optimal antigens for such immunotherapies has been particularly challenging for two reasons. First, the number of candidate antigens can be very large, with up to thousands of candidates per patient in some cancers. Second, the genetic diversity of human T cell responses means that effective antigens may vary from person to person. An effective antigen selection system must therefore account both for each patient's tumor and for their T cell repertoire.

ATLAS selects antigens through an ex vivo assay that unveils CD4+ and CD8+ T cell immune responses each patient has made to nearly any possible tumor-specific antigen, including candidate neoantigens, tumor-associated antigens and tumor-associated viral antigens. In doing so, we believe that ATLAS provides the most comprehensive and accurate system for identifying the right and wrong antigens for cancer immunotherapies. Previously, all candidate antigens were thought either to be targets of effective anti-tumor responses (stimulatory) or irrelevant. However, using ATLAS, we have identified Inhibigens and demonstrated, in preclinical studies, that such antigens can promote rapid tumor growth, reduce or eliminate the protection of an otherwise effective vaccine, and dampen or reverse the effects of checkpoint inhibitors ("CPI"). We therefore believe that both by identifying the optimal antigens and by excluding Inhibigens, ATLAS enables differentiated immune responses and clinical efficacy.



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We believe ATLAS has the potential to be a key tool in optimizing antigen selection for therapies across a number of diseases beyond cancer. We have previously demonstrated its effectiveness in identifying novel protective antigens for infectious disease therapies. In addition, while we believe Inhibigens should be avoided in cancer immunotherapies, they could prove to be beneficial in other therapies such as treatment of autoimmune disease.

Intellectual property

Our ATLAS and immuno-oncology intellectual property portfolio comprises nine patent families and two additional potential patent families, all but one of which are wholly owned by us. The first patent family, in-licensed from the President and Fellows of Harvard College ("Harvard"), is directed to one arm of the ATLAS method for identifying antigens. This patent family is comprised of issued United States ("U.S.") patents, with patent terms ranging from 2027 to 2031, as well as granted foreign patents. The second family is directed to expanded ATLAS methods for identifying antigens, as currently practiced by us. This family is comprised of issued U.S. patents, with patent terms ranging from 2029 to 2030, as well as granted foreign patents and pending U.S. and foreign applications. The third family is directed to ATLAS-based methods for selecting or deselecting Inhibigens and stimulatory antigens, cancer diagnosis, prognosis and patient selection, as well as related compositions. This patent family is comprised of an issued U.S. patent with a patent term to 2038, pending applications in eleven foreign jurisdictions, and a pending U.S. application. Additional patents issuing from these applications are expected to have patent terms until at least 2038. The fourth, fifth and sixth families are directed to various methods using ATLAS-identified antigens. These families comprise pending U.S. and foreign applications. Patents issuing from these applications are expected to have patent terms until at least 2039. The three further families and two additional potential families currently comprise a pending U.S. patent application, Patent Cooperation Treaty ("PCT") applications, or U.S. provisional applications and are directed to further methods using ATLAS-identified antigens, to dose regimens for GEN-009, and to our cell-based therapy GEN-011.

Immuno-oncology programs

GEN-011

We believe that GEN-011 represents a new category of adoptive T cell therapy for solid tumors, neoantigen-targeted peripheral T cells ("NPTs"). The first neoantigen-targeted T cell therapy to demonstrate clinical efficacy in patients with solid tumors is tumor-infiltrating lymphocyte ("TIL") therapy. TILs consist of a subset of lymphocytes that have invaded a tumor but, importantly, are not all necessarily specific for tumor antigens. TIL therapy requires a fresh, uncontaminated, viable tumor resection from each patient, from which TILs will be obtained. These TILs are then non-specifically expanded ex vivo in the presence of high dose interleukin-2 ("IL-2") and infused into that same patient, who has undergone lymphodepletion preconditioning, followed by high dose IL-2 treatment. In certain patients with solid tumors resistant to CPI therapy, TIL therapy has resulted in durable clinical responses.

We believe that GEN-011, if approved, may offer efficacy, patient accessibility and cost advantages over other neoantigen-targeting solid tumor adoptive T cell therapies.

The potential efficacy advantages derive from the following product features:

•Targeting up to 30 tumor-specific antigens simultaneously to limit tumor escape, with minimal bystander, non-tumor-specific T cells;

•Avoiding T cells specific for Inhibigens that may be detrimental to clinical response;

•Including both CD4+ and CD8+ tumor antigen-specific T cells; and

•Using peripheral blood-derived T cells, which are believed to have potential for superior activity and persistence.



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The potential patient accessibility and cost advantages derive from the fact that:

•No extra surgery or viable tumor is required as starter material;

•GEN-011 can treat any patient, while some adoptive T cell therapies engineer T cells for applicability to certain human leukocyte antigen types and specific tumor-associated antigens, often limiting their clinical utility to certain subsets of western Caucasians with tumors that express specific targets; and

•The GEN-011 cell expansion process does not require T cell receptor ("TCR") vector design or transduction.

We believe our PLANET process also has some key advantages as it:

•Uses peripheral blood, potentially expanding accessible patient population;

•Has a robust process designed for reliable production; and

•Is a single-use technology for modularity and rapid scalability.

The following is a summary of our PLANET process:



                    [[Image Removed: gnca-20220331_g3.jpg]]

The Phase 1/2a TiTAN trial investigates the safety, tolerability, T cell persistence and proliferation, and clinical activity of GEN-011 in patients with refractory solid tumors. Our target indications include melanoma, non-small cell lung cancer, small cell lung cancer (NSCLC), squamous cell carcinoma of the head and neck (SCCHN), urothelial carcinoma (UC), renal cell carcinoma (RCC), cutaneous squamous cell carcinoma (CSCC), and anal squamous cell carcinoma (ASCC). The trial includes 2 dosing cohorts. Cohort A patients received a lower intensity regimen without lymphodepletion with fractional GEN-011 doses monthly, and with post-infusion intermediate dose IL-2 (125K IU/kg daily s.c.). In Cohort B, patients received GEN-011 as a single infusion after lymphodepletion, followed by IL-2. This Cohort includes one of three escalating lymphodepletion and IL-2 dose regimens.



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The early results presented at the American Association for Cancer Research ("AACR") Annual Meeting 2022 show anti-tumor activity despite the lower intensity regimens and heavily pretreated tumors. Two patients were in Cohort A and three patients were in the lower Cohort B lymphodepletion and IL-2 dose regimens. Stable disease was seen at the initial Day 57 scan in 4 of the 5 patients. While all patients had progressive disease (PD) at their Day 113 scan, 3 of the 5 experienced clear biologic changes after infusion. These included palpable improvement in peripheral nodal disease and resolution of severe neuropathy causing arm paralysis and pain in patients with refractory SCCHN. A patient with metastatic NSCLC experienced a 10% reduction in tumor diameters (approx. 30% reduction in volume), also with resolution of tumor-associated cough. The potential for drug product proliferation and persistence for months is supported by translational assays, and clinical activity is associated with declines in detectable circulating tumor DNA (ctDNA) after treatment in some patients. None of the initial patients have experienced dose-limiting toxicities, with no evidence of self-reactivity or autoimmune toxicity. Overall, the range of Grade 2 and Grade 3 treatment emergent adverse events (TEAEs) aligned with expected toxicity from cell therapy regimens.

Since we presented data at AACR from five patients, one additional patient with an initial Day 57 scan showed progressive disease (PD). Another dosed patient experienced a Suspected Unexpected Serious Adverse Reaction ("SUSAR") that resulted in a fatality, which was timely reported to the FDA.

In an effort to further reduce costs while assessing strategic alternatives to maximize shareholder value, following the restructuring announced on April 28, 2022, we made the decision to voluntarily terminate the TiTAN clinical study of GEN-011. This decision was unrelated to the clinical results in the study.

GEN-009

GEN-009 is a neoantigen vaccine candidate delivering adjuvanted synthetic long peptides spanning ATLAS-identified anti-tumor neoantigens. The phase 1/2a clinical trial evaluating GEN-009 is currently collecting long-term data across a range of solid tumor types. Part A of the trial is assessing the monotherapy GEN-009 for safety, immunogenicity and ability to prevent disease relapse in certain cancer patients with no detectable tumor at the time of vaccination but with a risk of relapse. Part B of the trial is assessing the safety, immunogenicity and preliminary anti-tumor activity of GEN-009 in combination with CPI therapy in patients with advanced or metastatic tumors.

We have observed the following from our data, most recently presented at the Society for Immunotherapy of Cancer's ("SITC") Annual Meeting in November 2021:

In Part A of the trial, we have observed the following in the eight dosed patients:

•100% of patients had measurable CD4+ and/or CD8+ T cell responses to their GEN-009 vaccine;

•Responses were detected against 99% of the administered vaccine neoantigens (N=88 administered antigens), a response rate in excess of that which has been reported previously by others in response to candidate neoantigen vaccines;

•GEN-009 was well tolerated, with no dose-limiting toxicities observed; and

•Only two of the eight vaccinated patients have developed a recurrence of their targeted tumor, with up to 36 months of follow-up.

In Part B of the trial, we continue to evaluate immune responses and efficacy in two cohorts of patients, those who are checkpoint-sensitive and those who are checkpoint-resistant.

•In the checkpoint-sensitive cohort, we believe we have shown compelling signals of response.

•Of the nine checkpoint-sensitive patients, four have independent RECIST criteria responses after administration of GEN-009 that appear to be attributable to GEN-009.

•Of those four patients, one patient achieved a complete response and three patients achieved a partial response after vaccination.

•In the checkpoint-resistant cohort, we believe that GEN-009 has shown early evidence of stabilization of disease.

•This group of seven patients initially started their CPI therapy but quickly progressed and transitioned to standard-of-care therapy which generally consists of radiation and/or chemotherapy. After completing the standard-of-care therapy, these patients received GEN-009 vaccination.

•Of the seven patients, one patient achieved a partial response and two achieved prolonged disease stabilization lasting up to 12 months, longer than their prior duration of disease control.

We believe the GEN-009 data confirm the potential antigen selection advantages of ATLAS, the potential efficacy advantage of a personalized vaccine, and suggest a differentiating advantage for GEN-011.



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Other research activities

In addition to our two clinical programs, we are exploring the immunogenicity of neoantigens and the role and impact of Inhibigens, in collaboration with Janssen Biotech, Inc. ("Janssen"), in the context of vaccine therapies for cancer.

Business update regarding COVID-19

The current COVID-19 pandemic has presented a substantial public health and economic challenge around the world and is affecting our employees, patients, communities and business operations, as well as the U.S. economy and financial markets. The full extent to which the COVID-19 pandemic will directly or indirectly affect our business, results of operations and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19, the actions taken to contain or treat COVID-19, and its economic impact on local, regional, national and international markets.

To date, we have been able to continue our operations and do not anticipate any material interruptions attributable to COVID-19 for the foreseeable future. However, we are continuing to assess the potential impact of the COVID-19 pandemic on our business and operations, including our supply chain, research activities and clinical trials.

Our third-party contract manufacturing partners continue to operate their manufacturing facilities at or near normal levels. While we currently do not anticipate any interruptions in our supply chain, it is possible that the COVID-19 pandemic and response efforts may have an impact in the future on us and/or our third-party suppliers and contract manufacturing partners' ability to manufacture our products or the products of our partners.

Financing and business operations

We commenced business operations in August 2006. To date, our operations have been limited to organizing and staffing our company, acquiring and developing our proprietary ATLAS technology, identifying potential product candidates, and undertaking preclinical studies and clinical trials for our product candidates. We have not generated any product revenue and do not expect to do so for the foreseeable future. We have financed our operations primarily through the issuance of our equity securities and through debt financings. As of March 31, 2022, we had received an aggregate of $455.4 million in net proceeds from the issuance of equity securities, we had outstanding borrowings, net of unamortized debt issuance costs, of $7.6 million, and our cash and cash equivalents were $20.1 million.

On April 28, 2022, we announced that we have initiated a process to explore a range of strategic alternatives to maximize shareholder value and engaged professional advisors, including an investment bank, to support this process. Strategic alternatives include the sale of all or part of the Company, merger or reverse merger. As we pursue strategic alternatives, we put into place a restructuring plan which includes an approximate 65% reduction in workforce in the second quarter of 2022. Also, as part of further cost reduction measures, we have since made the decision to voluntarily terminate the TiTAN clinical study of GEN-011 and continue to review our other research programs and collaborations to determine an appropriate course of action.

We have a sublease agreement for one floor of lab and office space through February 2023. The sublease agreement contains options for us and the sublessee to mutually extend the sublease for up to an additional twelve months. As we retained our obligations under the sublease, we are recording the payments received from the sublease as a reduction of lease expense. Sublease income of $0.4 million was recorded as a reduction of lease expense during the three months ended March 31, 2022.

We have a loan and security agreement with Silicon Valley Bank ("SVB") for a $10.0 million secured term loan (the "SVB Term Loan"). The SVB Term Loan will mature on September 1, 2023. The SVB Term Loan accrues interest at a floating per annum rate equal to the greater of (i) 6.25% or (ii) the sum of 3.0% plus the prime rate. The SVB Term Loan provided for interest-only payments until September 30, 2021; thereafter, payments are due monthly in equal installments of principal and interest (subject to recalculation upon a change in prime rates) through maturity. The SVB Term Loan is subject to a final payment charge of $0.5 million. The SVB Term Loan may be prepaid in whole (but not in part), subject to a prepayment charge of 2.0%, if prepaid after twelve (12) months following the Closing Date but on or prior to twenty-four (24) months following the Closing Date, and 1.0% thereafter.

We have an agreement with Cowen and Company, LLC ("Cowen") to establish an at-the-market ("ATM") equity offering program pursuant to which Cowen is able to offer and sell up to $50.0 million of our common stock at prevailing market prices. In the three months ended March 31, 2022, we sold approximately 0.4 million shares under our ATM and received net proceeds of $0.4 million, after deducting commissions. Through March 31, 2022, we have sold an aggregate of approximately 8.2 million shares under our ATM and received $21.6 million in net proceeds. As of March 31, 2022, we had $27.8 million in gross proceeds remaining under our ATM.

We had a purchase agreement with Lincoln Park Capital ("LPC") pursuant to which, for a period of 30 months beginning in October 2019, we had the right, at our sole discretion, to sell up to $30.0 million of our common stock to LPC based on prevailing market prices of our common stock at the time of each sale. Cumulatively through March 31, 2022, we had sold an aggregate of approximately 2.7 million shares to LPC under the agreement and received $6.0 million in net proceeds. The agreement expired in April 2022.



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As of March 31, 2022, we had an accumulated deficit of $423.8 million, and we anticipate that we will continue to incur significant operating losses for the foreseeable future as we continue to develop our product candidates. Our net losses may fluctuate significantly from quarter to quarter and year to year. We will need to generate significant revenue to achieve profitability, and we may never do so. In addition, we had a loss from operations of $15.8 million and used $15.2 million of cash for operating activities during the three months ended March 31, 2022.

These factors, combined with our forecast of cash required to fund operations for a period of at least one year from the date of issuance of these consolidated financial statements, raise substantial doubt about our ability to continue as a going concern. Our future viability beyond one year from the date of issuance of the consolidated financial statements is dependent on our ability to raise additional capital to finance our operations. As announced on April 28, 2022, we are exploring strategic alternatives that include the sale of all or part of the Company, merger or reverse merger. Our existing cash and cash equivalents, including the impact of the restructuring plan, are sufficient to support our current operations into Q3 2022.

Costs related to clinical trials can be unpredictable, and there can be no guarantee that our current balances of cash and cash equivalents, combined with proceeds received from other sources, will be sufficient to fund our trials or operations. These funds will not be sufficient to enable us to conduct pivotal clinical trials for, seek marketing approval for, or commercially launch GEN-011, GEN-009 or any other product candidate. Accordingly, we will be required to obtain further funding through public or private equity offerings, collaboration and licensing arrangements, or other sources. Adequate additional financing may not be available to us on acceptable terms, or at all, which could result in a decision to pause or delay development or advancement of clinical trials for one or more of our product candidates. Similarly, we may decide to pause or delay development or advancement of clinical trials for one or more of our product candidates if we believe that such development or advancement is imprudent or impractical.



Financial Overview

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 license revenue in the three months ended March 31, 2022 was derived from a collaboration and option agreement (the "Janssen Agreement") with Janssen Biotech, Inc. ("Janssen"), one of the Janssen Pharmaceutical Companies of Johnson and Johnson, to use our proprietary ATLAS platform to explore the immunogenicity of neoantigens and the role and impact of Inhibigens in the context of vaccine therapies for cancer. Under the Janssen Agreement, we received a non-refundable and non-creditable upfront fee of $1.7 million for research relating to an identified tumor type and are eligible to receive additional research and development funding up to a potential total of $3.3 million. See Note 3. Revenue within the notes to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Research and development expenses

Research and development expenses consist primarily of costs incurred to advance our clinical and preclinical product candidates, which include:

•payroll and other headcount-related expenses;

•expenses incurred under agreements with contract research organizations, contract manufacturing organizations, consultants, and other vendors that conduct our clinical trials and preclinical activities;

•costs of acquiring, developing, and manufacturing clinical trial materials and lab supplies; and

•facility costs, depreciation, and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, insurance, and other supplies.

The following table summarizes research and development expenses for our product candidates for the three months ended March 31, 2022 and 2021 (in thousands):



                                                Three Months Ended March 31
                                                     2022                   2021
        Phase 1/2a programs              $        10,067                  $ 5,776
        Discovery and pre-IND                        879                    1,786
        Other research and development             1,498                    1,189
        Total research and development   $        12,444                  $ 8,751

Phase 1/2a programs are Phase 1 or Phase 2 development activities. Discovery and pre-IND includes costs incurred to support our discovery research and translational science efforts up to the initiation of Phase 1 development. Other research and development include costs that are not specifically allocated to active programs, including facility costs, depreciation expense, and other costs.



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General and administrative expenses

General and administrative expenses consist primarily of payroll and other headcount-related expenses for executive and other administrative functions. Other general and administrative expenses include facility costs, professional fees associated with consulting, corporate and intellectual property legal expenses, and accounting services.

Other income (expense)

Other income (expense) consists of the change in the fair value of the warrant liability, transaction expenses, interest expense, net of interest income, gains and losses on the sale and disposal of assets, and gains and losses on foreign currency.

Critical Accounting Policies and Significant Judgments and Estimates

Our critical accounting policies have not changed from those described in the 2021 10-K.

Results of Operations

Comparison of the three months ended March 31, 2022 and 2021



License revenue

                                         Three Months Ended March 31
                                               2022                       2021
                                               (in thousands)
            License revenue   $              270                         $  -

During the three months ended March 31, 2022, we recorded license revenue of $0.3 million for research and development services provided under the Janssen Agreement.

Research and development expenses



                                             Three Months Ended March 31
                                                  2022                   2021
                                                    (in thousands)
           Research and development   $        12,444                  $ 8,751

Research and development expenses increased $3.7 million in the three months ended March 31, 2022, as compared to the three months ended March 31, 2021. The increase was largely due to higher manufacturing costs associated with GEN-011 of $3.3 million.

General and administrative expenses



                                              Three Months Ended March 31
                                                   2022                   2021
                                                     (in thousands)
         General and administrative    $        3,599                   $ 3,671

General and administrative expenses were relatively consistent for the three months ended March 31, 2022 and 2021.



Other income (expense)

                                             Three Months Ended March 31
                                                   2022                    2021
                                                   (in thousands)
         Other income (expense)     $           (205)                     $ 439

The change in other income (expense) for the three months ended March 31, 2021, as compared to the three months ended March 31, 2021 is mainly due to the non-cash impact of the fair-value adjustment for our liability-classified warrants, which were recorded at their fair value on the date of issuance and are remeasured at the end of each reporting period. The fair value of our warrant liabilities is determined using a Monte Carlo simulation. See Note 9. Warrants for the assumptions and methodologies used in calculating the estimated fair value. Changes in fair value of warrants are primarily attributed to changes in the price of our common stock and in the remaining term of our liability-classified warrants.

Liquidity and Capital Resources

Overview

As of March 31, 2022, we had $20.1 million in cash and cash equivalents. Since our inception in 2006, we have financed our operations primarily through the issuance of our equity securities and through debt financings. 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.



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On April 28, 2022, we announced that we have initiated a process to explore a range of strategic alternatives to maximize shareholder value and engaged professional advisors, including an investment bank, to support this process. Strategic alternatives include the sale of all or part of the Company, merger or reverse merger. As we pursue strategic alternatives, we put into place a restructuring plan which includes an approximate 65% reduction in workforce in the second quarter of 2022. Also, as part of further cost reduction measures, we have since made the decision to voluntarily terminate the TiTAN clinical study of GEN-011 and continue to review our other research programs and collaborations to determine an appropriate course of action.

We have a loan and security agreement ("the SVB Loan Agreement") with SVB for the $10.0 million SVB Term Loan. The SVB Term Loan will mature on September 1, 2023. The SVB Term Loan accrues interest at a floating per annum rate equal to the greater of (i) 6.25% or (ii) the sum of 3.0% plus the prime rate. The SVB Term Loan provided for interest-only payments until September 30, 2021; thereafter, payments are due monthly in equal installments of principal and interest (subject to recalculation upon a change in prime rates) through maturity. The SVB Term Loan is subject to a final payment charge of $0.5 million. The SVB Term Loan may be prepaid in whole (but not in part), subject to a prepayment charge of 2.0%, if prepaid after twelve (12) months following the Closing Date but on or prior to twenty-four (24) months following the Closing Date, and 1.0% thereafter.

The SVB Loan Agreement contains customary covenants and representations, including a financial reporting covenant and limitations on dividends, indebtedness, collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, deposit accounts, and subsidiaries. There are no financial covenants. As of March 31, 2022, we were in compliance with all covenants under the SVB Loan Agreement.

The SVB Loan Agreement also includes customary events of default, including payment defaults, breaches of covenants, change of control and occurrence of a material adverse effect. Amounts outstanding during an event of default shall be payable on demand and shall accrue interest at an additional rate of 4.0% per annum of the past due amount outstanding. As of March 31, 2022, we have determined that the risk of subjective acceleration under the material adverse effects clause was remote and therefore have classified the long-term portion of the outstanding principal in non-current liabilities. As of March 31, 2022, we had outstanding borrowings, net of unamortized debt issuance costs, of $7.6 million.

We have an agreement with Cowen to establish an ATM equity offering program pursuant to which Cowen is able to offer and sell up to $50.0 million of our common stock at prevailing market prices. In the three months ended March 31, 2022, we sold approximately 0.4 million shares under our ATM and received net proceeds of $0.4 million, after deducting commissions. Cumulatively through March 31, 2022, we have sold an aggregate of approximately 8.2 million shares under our ATM and received $21.6 million in net proceeds. As of March 31, 2022, we had $27.8 million in gross proceeds remaining under our ATM.

We had a purchase agreement with LPC pursuant to which, for a period of 30 months beginning in October 2019, we had the right, at our sole discretion, to sell up to $30.0 million of our common stock to LPC based on prevailing market prices of our common stock at the time of each sale. Cumulatively through March 31, 2022, we had sold an aggregate of approximately 2.7 million shares to LPC under the agreement and received $6.0 million in net proceeds. The agreement expired in April 2022.

Cash flows from operating activities

Cash flows from operating activities consist of our net loss adjusted for various non-cash items and changes in operating assets and liabilities. Cash used in operating activities for the three months ended March 31, 2022 and 2021 was $15.2 million and $12.4 million, respectively. Cash used in operating activities for the three months ended March 31, 2022 increased by $2.8 million when compared to the three months ended March 31, 2021. This increase was primarily due to increased research and development expenses for GEN-011.

Cash flows from investing activities

Investing activities used $0.9 million and $1.0 million of cash in three months ended March 31, 2022 and 2021, respectively. Cash used by investing activities was primarily for purchases of property and equipment in both of the three months ended March 31, 2022 and 2021.

Cash flows from financing activities

Financing activities used $0.9 million and $0.3 million of cash in the three months ended March 31, 2022 and 2021, respectively. In the three months ended March 31, 2022, we repaid $1.3 million in long-term debt, partially offset by the issuance of shares of our common stock under our ATM for net proceeds of $0.4 million. In the three months ended March 31, 2021, we repaid $14.0 million in long-term debt and paid deferred financing charges of $0.3 million, partially offset by the issuance of long-term debt for proceeds of $10.0 million and the issuance of shares under our ATM for net proceeds of $4.0 million.

Operating capital requirements

Our primary uses of capital are for payroll and other headcount-related costs, manufacturing costs for clinical materials, third-party clinical trial services, research, laboratory and related supplies, legal and other regulatory expenses, facility and general overhead costs. We expect these costs will continue to be the primary operating capital requirements for the near future.



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We had available cash and cash equivalents of $20.1 million at March 31, 2022. These funds will not be sufficient to fund operations for at least the next twelve months from the date of issuance of these condensed consolidated financial statements which raises substantial doubt about our ability to continue as a going concern. Our future viability beyond one year from the date of issuance of the condensed consolidated financial statements is dependent on our ability to raise additional capital to finance our operations. As announced on April 28, 2022, we are exploring strategic alternatives that include the sale of all or part of the Company, merger or reverse merger. Our existing cash and cash equivalents, including the impact of the restructuring plan, are sufficient to support our current operations into Q3 2022.

We have based our projections of operating capital requirements on assumptions that may prove to be incorrect, and we may use all of our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products coupled with the global economic uncertainty that has arisen with the outbreak of COVID-19, we are unable to estimate the exact amount of our operating capital requirements. Our future funding requirements will depend on many factors, including, but not limited to:

•the timing and costs of our ongoing and planned clinical trials for GEN-011;

•the progress, timing, and costs of manufacturing GEN-011;

•the timing of GEN-011 patient enrollment and dosing;

•the availability of GEN-011 third-party manufacturing capacity;

•the availability and timing of additional financing;

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

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

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

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

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

•the costs to manufacture material for clinical trials;

•the costs to seek regulatory approvals for any product candidates that successfully complete clinical trials;

•the costs to attract and retain skilled personnel; and

•the costs to create additional infrastructure to support our operations as a public company and our product development and planned future commercialization efforts.

On April 28, 2022, we implemented a plan to reduce our workforce by approximately 65% with the objective of preserving capital as we explore a range of strategic alternatives to maximize shareholder value. This workforce reduction will take place during the second quarter of 2022. As a result of these actions, we expect to incur personnel-related restructuring charges of approximately $4 million in connection with one-time employee termination costs, including severance and other benefits, which are expected to be incurred in the second quarter of 2022. In addition, as part of further cost reduction measures, we have since made the decision to voluntarily terminate the TiTAN clinical study of GEN-011 and continue to review our other research programs and collaborations to determine an appropriate course of action. We may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the workforce reduction or retention efforts. These estimates of the costs that we expect to incur, and the timing thereof, are subject to a number of assumptions and actual results may differ.

We will need to obtain substantial additional funding in order to complete clinical trials and receive regulatory approval for GEN-011, GEN-009 and our other product candidates. To the extent that we raise additional capital through the sale of our common stock, convertible securities, or other equity securities, the ownership interests of our existing stockholders may be materially diluted, and the terms of these securities could include liquidation or other preferences that could adversely affect the rights of our existing stockholders. If we are unable to raise capital when needed or on attractive terms, we could be forced to significantly delay, scale back, or discontinue the development of GEN-011, GEN-009 or our other product candidates, seek collaborators at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available, and relinquish or license, potentially on unfavorable terms, our rights to GEN-011, GEN-009 or our other product candidates that we otherwise would seek to develop or commercialize ourselves.



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