You should read the following discussion and analysis together with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those expressed or implied in any forward-looking statements as a result of various factors, including those set forth under the caption "Item 1A. Risk Factors."



Overview

Background

We are a biopharmaceutical company focused on developing novel, therapeutics for the treatment of serious diseases with unmet medical needs and a commercial focus on the United States market. Our current strategy is to focus our development activities on MN-166 (ibudilast) for neurological and other disorders such as progressive multiple sclerosis (MS), amyotrophic lateral sclerosis (ALS), chemotherapy-induced peripheral neuropathy, degenerative cervical myelopathy, glioblastoma, substance dependence and addiction (e.g., methamphetamine dependence, opioid dependence, and alcohol dependence), and prevention of acute respiratory distress syndrome (ARDS), and MN-001 (tipelukast) for fibrotic diseases such as nonalcoholic steatohepatitis (NASH) and idiopathic pulmonary fibrosis (IPF). Our pipeline also includes MN-221 (bedoradrine) for the treatment of acute exacerbation of asthma and MN-029 (denibulin) for solid tumor cancers. We were incorporated in Delaware in September 2000.

We have incurred significant net losses since our inception. For the year ended December 31, 2021, we had a net loss of $10.1 million. At December 31, 2021, from inception, our accumulated deficit was $393.1 million. We expect to incur substantial net losses for the next several years as we continue to develop certain of our existing product development programs, and over the long-term if we expand our research and development programs and acquire or in-license products, technologies or businesses that are complementary to our own.

Upon completion of proof-of-concept Phase 2 clinical trials, we intend to discuss strategic alliances with leading pharmaceutical or biotechnology companies who seek late stage product candidates to support further clinical development and product commercialization. Depending on decisions we may make as to further clinical development, we may seek to raise additional capital. We may also pursue potential partnerships and potential acquirers of license rights to our programs in markets outside the United States.

Critical Accounting Policies

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 accounting principles generally accepted in the United States (GAAP). The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent liabilities. We review our estimates on an ongoing basis, including those related to our significant accruals. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates.

Our significant accounting policies are more fully described in Note 1 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Our most critical accounting estimates include research, development and patent expenses which impacts operating expenses and accrued liabilities. We review our estimates and assumptions periodically and reflect the effects of revisions in the period in which they are deemed to be necessary. We believe that the following accounting policies are critical to the judgments and estimates used in preparation of our consolidated financial statements.

Research, Development and Patent Expenses

Our research, development and patents expenses consist primarily of license fees related to our product candidates, salaries and related employee benefits, costs associated with the preclinical and clinical development of our product development programs, costs associated with non-clinical activities, such as regulatory expenses, and



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pre-commercialization manufacturing development activities. We use external service providers to manufacture our compounds to be used in clinical trials and for the majority of the services performed in connection with the preclinical and clinical development of our product candidates. Research, development and patents expenses include fees paid to consultants, contract research organizations, contract manufacturers and other external service providers, including professional fees and costs associated with legal services, patents and patent applications for our intellectual property. Internal research and development expenses include costs of compensation and other expenses for research and development personnel, supplies, facility costs and depreciation. To date, our accrued research, development and patent expenses have not differed significantly from the actual expenses incurred.



The following table summarizes our research, development and patent expenses for
the periods indicated for each of our product development programs. To the
extent that costs, including personnel costs, are not tracked to a specific
product development program, such costs are included in the "Other R&D expense"
category (in thousands):
                                                     Year Ended December 31,
                                                     2021               2020
External development expense:
MN-221                                           $         11       $          2
MN-166                                                  5,962              4,250
MN-001                                                    192                197
MN-029                                                      3                  3
Other                                                      28                240
Total external development expense                      6,196              4,692
R&D personnel expense                                   1,378              2,149
R&D facility and depreciation expense                      47                 47
Patent expense                                            438                357
Other R&D expense                                         479                240

Total research, development and patent expense $ 8,538 $ 7,485

Recent Accounting Pronouncements

The impact of recent accounting pronouncements is more fully described in Note 1 of our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Results of Operations

Comparison of the Years ended December 31, 2021 and 2020

Revenues

We recognized $4.0 million of revenue for the year ended December 31, 2021 related to the achievement of milestones from an assignment agreement with Genzyme. No revenue was recognized for the year ended December 31, 2020.

Research, Development and Patent Expenses

Research, development and patent expenses for the year ended December 31, 2021 increased by $1.0 million to $8.5 million as compared to the same period in 2020 of $7.5 million, primarily due to higher clinical trial expenses from the ongoing clinical trial of MN-166 (ibudilast) in ALS.

General and Administrative

General and administrative expenses for the year ended December 31, 2021 decreased by $1.0 million to $5.7 million compared to the same period in 2020 of $6.7 million, primarily driven by a decrease in stock compensation expense for performance-based stock options and lower legal expenses. The decrease in performance-based stock options was due to a 55% approval of performance options by the Board in 2021 compared to a range of 45% -



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100% approval in 2020, including a decrease in the estimated fair value of the options granted for the year ended December 31, 2021 compared to December 31, 2020.

Other Expense, net

Other expense for the years ended 2021 and 2020 was approximately $59,000 and $38,000, respectively. Other expense consisted of interest expense and net transaction losses related to vendor invoices denominated in foreign currencies.

Interest Income

Interest income for the year ended December 31, 2021 was approximately $0.1 million, as compared to approximately $0.4 million for the same period in 2020. The decrease was primarily due to lower interest rates available in 2021. Interest income consists of interest earned on our cash and cash equivalents.

Liquidity and Capital Resources

We incurred losses of $10.1 million and $13.9 million for the years ended December 31, 2021 and 2020, respectively. At December 31, 2021, our accumulated deficit was $393.1 million as compared to $382.9 million for the year ended December 31, 2020. Our operating losses to date have been funded primarily through the private placement of our equity securities, the public sale of our common stock, long-term debt, development agreements with partners and the exercise of warrants, net of treasury stock repurchases.

The following table shows a summary of our cash flows for the years ended December 31, 2021 and 2020 (in thousands):



                                    2021         2020
Net cash (used in) provided by:
Operating activities                (9,382 )     (10,826 )
Investing activities                   (29 )         (36 )
Financing activities                20,778         7,106
Total                             $ 11,367     $  (3,756 )



Equity Financing

On August 23, 2019, we entered into an at market issuance sales agreement (the "2019 ATM Agreement") with B. Riley FBR, Inc. (B. Riley FBR) pursuant to which we may sell common stock through B. Riley FBR from time to time up to an aggregate offering price of $75.0 million. Sales of our common stock through B. Riley FBR, if any, will be made by any method that is deemed to be an "at-the-market" equity offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on NASDAQ, on any other existing trading market for the common stock or through a market maker. B. Riley FBR may also sell the common stock in privately negotiated transactions, subject to our prior approval. We agreed to pay B. Riley FBR an aggregate commission rate of up to 3.5% of the gross proceeds of any common stock sold under this agreement. Proceeds from sales of common stock will depend on the number of shares of common stock sold to B. Riley FBR and the per share purchase price of each transaction.

For the year ended December 31, 2021, we sold and issued 3,656,307 shares of our common stock at a price of $5.47 per share for approximately $20 million in gross proceeds in a private placement of stock on January 29, 2021. These proceeds will be used for the normal operating expenses of the business including increased R&D activities. For the year ended December 31, 2020, we generated gross and net proceeds of $6.4 million and $6.2 million, respectively, on sales of 824,798 shares of our common stock at prices ranging from $5.55 to $10.45 per share.








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Factors That May Affect Future Financial Condition and Liquidity

As of December 31, 2021, we had available cash and cash equivalents of $71.4 million and working capital of $69.2 million. As of the date of this report, we believe we have sufficient working capital to fund operations at least through the end of 2023. This is based on our expected operating cash needs for 2022 to be approximately $21.3 million and assuming we keep our spend at a similar level for 2023. This increase in operating spend is expected to meet the businesses needs for additional research and development to help monetize our products in development.

Our future funding requirements will depend on many factors, including, but not limited to:


    •   progress in, and the costs of, future planned clinical trials and other
        research and development activities;


  • the scope, prioritization and number of our product development programs;


    •   our obligations under our license agreements, pursuant to which we may be
        required to make future milestone payments upon the achievement of various
        milestones related to clinical, regulatory or commercial events;


    •   our ability to establish and maintain strategic collaborations, including
        licensing and other arrangements, and to complete acquisitions of
        additional product candidates;


  • the time and costs involved in obtaining regulatory approvals;


    •   the costs of securing manufacturing arrangements for clinical or
        commercial production of our product candidates;


    •   the costs associated with any expansion of our management, personnel,
        systems and facilities;


  • the costs associated with any litigation;


    •   the costs associated with the operations or wind-down of any business we
        may acquire;


    •   the costs involved in filing, prosecuting, enforcing and defending patent
        claims and other intellectual property rights; and


    •   the costs of establishing or contracting for sales and marketing
        capabilities and commercialization activities if we obtain regulatory
        approval to market any of our product candidates.

At December 31, 2021, we did not have any off balance sheet activity and we did not have any relationship with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance, variable interest, or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we did not engage in trading activities involving non-exchange traded contracts. As a result, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships. We do not have relationships and transactions with persons and entities that derive benefits from their non-independent relationship with us or our related parties except as disclosed herein.

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