The following discussion should be read in conjunction with our condensed financial statements and accompanying footnotes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and related footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2021, or Annual Report, filed with the Securities and Exchange Commission, or the SEC, on March 23, 2022.

Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See "Special Note Regarding Forward-Looking Statements." Because of many factors, including those factors set forth in the "Risk Factors" section of our Annual Report, and in section Part II, Item 1A of this Quarterly Report on Form 10-Q, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Overview

We are a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel, proprietary, synthetic small molecules for the treatment of nervous system disorders. We focus our efforts on targeting and modulating N-methyl-D-aspartate receptors, or NMDArs, which are vital to normal and effective function of the brain and nervous system. We believe leveraging the therapeutic advantages of the differentiated modulatory



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mechanism of our compounds will drive a paradigm shift in the treatment of disorders of the brain and nervous system. We are advancing a pipeline of distinct product candidates derived from our NMDAr modulator discovery platform, or the discovery platform. The following table summarizes the current status of our development programs as of the date of this quarterly report.



                           [[Image Removed: Graphic]]

NYX-2925 is in clinical development for the treatment of centralized pain. On April 7, 2022, we announced that NYX-2925 did not achieve statistically significant separation from placebo on the primary endpoint in a Phase 2b study evaluating its effects in patients with painful diabetic peripheral neuropathy, or DPN, and that the study results do not currently point to a path forward in development for painful DPN. We are currently evaluating NYX-2925 in a Phase 2b study evaluating the efficacy and safety in 305 patients with fibromyalgia.

NYX-783 is in Phase 2b clinical development for the treatment of post-traumatic stress disorder, or PTSD. We are currently enrolling a Phase 2b study evaluating the efficacy and safety of a 50 mg dose of NYX-783 in approximately 300 patients with PTSD. On April 19, 2022, we announced a temporary pause of the initiation of a second Phase 2b study evaluating a 150 mg dose of NYX-783 in patients with PTSD. The 150 mg study had not enrolled any patients at the time of the announcement and the study initiation was paused to conserve capital and extend operational runway.

NYX-458 is in clinical development for the treatment of cognitive impairment associated with neurodegenerative conditions. We are currently enrolling a Phase 2 exploratory study evaluating the safety and potential cognitive benefits of NYX-458 in approximately 100 patients with cognitive impairment associated with Parkinson's disease or dementia with Lewy bodies.

The COVID-19 pandemic has and could further adversely impact our clinical and/or preclinical studies, as well as our business operations. We continue to evaluate the impact of the COVID-19 pandemic on patients and our employees, as well as our operations and the operations of our business partners and healthcare communities. In response to the COVID-19 pandemic, we have implemented policies to mitigate the risk of exposure to COVID-19 by our personnel, including a work-from-home policy applicable to the majority of our personnel and a phased approach to bringing personnel back to our locations over time. However, the ultimate impact of the COVID-19 pandemic on our business operations is highly uncertain and subject to change and will depend on future developments which are difficult to predict.

Since our inception in June 2015, we have never generated revenue from the sale of our products and have incurred significant net losses. Our nominal revenues have been primarily derived from a research collaboration agreement with Allergan plc, or Allergan, a development services agreement with Allergan, and research and development grants from the U.S. government. While these revenues offset a small portion of the costs associated with our early-stage research and discovery efforts, we do not rely on these revenues to fund our operations. In connection with the contractual



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conclusion of our research collaboration with Allergan in February 2021, we do not expect to receive further revenues from this collaboration.

From our inception through June 30, 2022, we have raised an aggregate of $135.0 million of gross proceeds from sales of our convertible preferred stock, $117.8 million of gross proceeds from our initial public offering, or IPO, $104.4 million of gross proceeds from our follow-on public offerings and our "at the market" offering program, or the ATM Offering, and $25.0 million of gross proceeds from our Loan Agreement. See "Liquidity and capital resources." Our net losses were $74.9 million and $50.1 million for the years ended December 31, 2021 and 2020, respectively, and $37.5 million and $34.0 million for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, we had an accumulated deficit of $325.4 million. Our net losses may fluctuate significantly from quarter to quarter and year to year. We expect to continue to incur significant expenses and operating losses for the foreseeable future. We anticipate that our expenses will continue to increase in connection with our ongoing activities.

We believe that our available funds will be sufficient to fund our operations for at least the next twelve months. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. We do not expect to generate revenue from product sales unless and until we successfully complete clinical development and obtain regulatory approval for a product candidate, which we expect will take a number of years and the outcome of which is uncertain, or enter into collaborative agreements with third parties, the timing of which is largely beyond our control and may never occur. To fund our current and future operating plans, we will need additional capital, which we may obtain through one or more equity offerings, debt financings, or other third-party funding, including potential strategic alliances and licensing or collaboration arrangements. We may, however, be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all, including as a result of COVID-19. Our failure to raise capital or enter into such other arrangements as and when needed would have a negative impact on our financial condition and our ability to develop our current product candidates, or any additional product candidates, if developed. The amount and timing of our future funding requirements will depend on many factors, including the impacts of COVID-19, our ability to timely and successfully enroll subjects in our clinical studies, and the pace and results of our preclinical and clinical development efforts. We cannot assure you that we will ever be profitable or generate positive cash flow from operating activities.

Financial operations overview

Revenues

We have not generated any revenue from product sales. We are unable to predict when, if ever, material net cash inflows will commence from sales of our products, if approved. Our revenue to date has been primarily derived from a research collaboration agreement with Allergan (now a subsidiary of AbbVie), under which the jointly funded research activities and option exercise period, including the associated payments by Allergan, came to their contractual conclusion in August 2020 and February 2021, respectively; a development services agreement with Allergan, which was put in place to continue certain development activities for a pre-determined period of time following Allergan's acquisition of Naurex Inc.; and research and development grants from the U.S. government that have no repayment or royalty obligations and none of which are currently outstanding.

Operating expenses

Research and development expenses

Research and development activities account for a significant portion of our operating expenses. We expense research and development costs as incurred. Research and development expenses consist of costs incurred in connection with the development of our product candidates, including:

fees paid to consultants, sponsored researchers, contract manufacturing

organizations, or CMOs, and contract research organizations, or CROs, including

? in connection with our preclinical and clinical studies, and other related

clinical study fees, such as for investigator grants, patient screening,

laboratory work, clinical study database management, and statistical

compilation and analysis;




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? costs related to acquiring and maintaining preclinical and clinical study

materials and facilities;

? costs related to compliance with regulatory requirements; and

? costs related to salaries, bonuses, and other compensation, including

stock-based compensation, for employees in research and development functions.

At this time, we cannot reasonably estimate or know the nature, timing, and costs of the efforts that will be necessary to complete the development of our product candidates. This is due to the numerous risks and uncertainties associated with developing such product candidates, including the uncertainty related to:



 ? the impacts of COVID-19;


? future clinical study results;

the scope, rate of progress, and expense of our ongoing as well as any

? additional preclinical studies, clinical studies and other research and

development activities;

? clinical study enrollment rate or design;

? the manufacturing of our product candidates;

? our ability to obtain and maintain intellectual property protection for our

product candidates;

our ability to obtain funding for our operations, including funding necessary

? to complete further development and commercialization of our product

candidates;

? significant and changing government regulation;

establishing commercial manufacturing capabilities or making arrangements with

? third-party manufacturers, developing and timely delivery of commercial-grade

drug formulations that can be used in our clinical trials and for commercial

launch;

? the timing and receipt of regulatory approvals, if any; and

? the risks disclosed in the section entitled "Risk Factors" of our Annual

Report.

A change in the outcome of any of these variables with respect to the development of any of our product candidates could significantly change the costs, timing, and viability associated with the development of that product candidate.

We expect our research and development expenses to increase over the next several years as we continue to implement our business strategy, which includes advancing our product candidates into and through clinical development, expanding our research and development efforts, seeking regulatory approvals for any product candidates for which we successfully complete clinical studies, accessing and developing additional product candidates, and hiring additional personnel to support our research and development efforts. In addition, product candidates in later stages of clinical development generally incur higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical studies. As such, we expect our research and development expenses to increase as our product candidates advance into later stages of clinical development.

General and administrative expenses

General and administrative expenses consist primarily of salaries and related costs, including stock-based compensation. General and administrative expenses also include rent as well as professional fees for legal, consulting, accounting, and audit services.

In the future, we expect that our general and administrative expenses will increase as we continue to support our research and development and the potential commercialization of our product candidates, if approved.

Other (income) expense, net, and interest expense

Other (income) expense, net and interest expense consists primarily of the interest income earned on our cash and cash equivalents and interest expense on our Loan Agreement, and includes changes in fair value of the derivative liability associated with our obligation to issue additional warrants in connection with subsequent draws under our Loan Agreement.



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Results of operations

Comparison of the three months ended June 30, 2022 and 2021

The following table summarizes our results of operations for the three months ended June 30, 2022 and 2021 (in thousands):



                                               Three months
                                            ended June 30,         Increase
                                         2022          2021      (Decrease)
Operating expenses:
Research and development               11,909        14,796         (2,887)
General and administrative              5,196         5,070             126
Total operating expenses               17,105        19,866         (2,761)
Loss from operations                 (17,105)      (19,866)         (2,761)
Other (income) expense, net             (195)          (47)           (148)
Interest expense                          757             -             757

Net loss and comprehensive loss $ (17,667) $ (19,819) $ (2,152)

Research and development expenses

The following table summarizes our research and development expenses incurred during the three months ended June 30, 2022 and 2021 (in thousands):



                                                       Three months
                                                    ended June 30,         Increase
                                                   2022        2021      (Decrease)
NYX-2925                                       $  2,357    $ 10,248    $    (7,891)
NYX-783                                           4,154         391           3,763
NYX-458                                           1,924       1,152             772
Preclinical research and discovery programs       1,148         450             698
Personnel and related costs                       2,326       2,555           (229)

Total research and development expenses $ 11,909 $ 14,796 $ (2,887)

Research and development expenses were $11.9 million for the three months ended June 30, 2022, compared to $14.8 million for the three months ended June 30, 2021. The net decrease of approximately $2.9 million was primarily due to the following:

a decrease of approximately $7.9 million related to the completion of

? enrollment in our Phase 2b clinical studies of NYX-2925 in patients with

painful DPN and in patients with fibromyalgia in October 2021 and February

2022, respectively; offset in part by

an increase of approximately $0.7 million related to enrollment in our Phase 2

exploratory study of NYX-458 in patients with cognitive impairment associated

? with Parkinson's disease and dementia with Lewy bodies, which had been

temporarily suspended from March 2020 to April 2021 due to challenges

associated with the COVID-19 pandemic; and

an increase of approximately $3.8 million in clinical, regulatory, and drug

? product costs related to the initiation of Phase 2b development of NYX-783 in

patients with PTSD.

General and administrative expense

General and administrative expenses were $5.1 million for each of the three months ended June 30, 2022, and June 30, 2021, respectively.



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Other (income) expense, net

We recorded $0.2 million of other income for the three months ended June 30, 2022, compared to less than $0.1 million of other income for the three months ended June 30, 2021. This was primarily driven by a change in fair value of the derivative liability.

Interest expense

Interest expense was $0.8 million for the three months ended June 30, 2022, due to interest expense associated with our Loan Agreement. We did not incur interest expense in the three months ended June 30, 2021.

Comparison of the six months ended June 30, 2022 and 2021

The following table summarizes our results of operations for the six months ended June 30, 2022 and 2021 (in thousands):



                                                 Six months
                                            ended June 30,         Increase
                                         2022          2021      (Decrease)
Collaboration revenue                       -         1,000         (1,000)
Operating expenses:
Research and development               25,511        25,110             401
General and administrative             10,973        10,046             927
Total operating expenses               36,484        35,156           1,328
Loss from operations                 (36,484)      (34,156)           2,328
Other (income) expense, net             (224)         (111)           (113)
Interest expense                        1,234             -           1,234

Net loss and comprehensive loss $ (37,494) $ (34,045) $ 3,449

Collaboration revenue

Collaboration revenue was $0.0 million and $1.0 million for the six months ended June 30, 2022 and 2021, respectively, and was attributable to the research collaboration with Allergan. The payments by Allergan associated with the jointly funded research activities and option exercise period under the research collaboration came to their contractual conclusion in August 2020 and February 2021, respectively.

Research and development expenses

The following table summarizes our research and development expenses incurred during the six months ended June 30, 2022 and 2021 (in thousands):



                                                         Six months
                                                    ended June 30,         Increase
                                                   2022        2021      (Decrease)
NYX-2925                                       $  6,886    $ 16,027    $    (9,141)
NYX-783                                           8,705       1,168           7,537
NYX-458                                           3,384       1,688           1,696
Preclinical research and discovery programs       2,008       1,343             665
Personnel and related costs                       4,528       4,884           (356)

Total research and development expenses $ 25,511 $ 25,110 $ 401




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Research and development expenses were $25.5 million for the six months ended June 30, 2022, compared to $25.1 million for the six months ended June 30, 2021. The increase of approximately $0.4 million was primarily due to the following:

a decrease of approximately $9.1 million related to the completion of

? enrollment in our Phase 2b clinical studies of NYX-2925 in patients with

painful DPN and in patients with fibromyalgia in October 2021 and February

2022, respectively; offset by

an increase of approximately $1.7 million related to enrollment in our Phase 2

exploratory study of NYX-458 in patients with cognitive impairment associated

? with Parkinson's disease and dementia with Lewy bodies, which had been

temporarily suspended from March 2020 to April 2021 due to challenges

associated with the COVID-19 pandemic; and

an increase of approximately $7.5 million in clinical, regulatory, and drug

? product costs related to the initiation of Phase 2b development of NYX-783 in

patients with PTSD.

General and administrative expenses

General and administrative expenses were $10.9 million for the six months ended June 30, 2022, compared to $10.0 million for the six months ended June 30, 2021.

Other (income) expense, net

We recorded $0.2 million of other income for the six months ended June 30, 2022, compared to $0.1 million of other income for the six months ended June 30, 2021. This was primarily driven by a change in fair value of the derivative liability.

Interest expense

Interest expense was $1.2 million for the six months ended June 30, 2022, due to interest expense associated with our Loan Agreement. We did not incur interest expense in the six months ended June 30, 2021.

Liquidity and capital resources

From our inception through June 30, 2022, we have incurred significant operating losses and have funded our operations to date through proceeds from collaborations, grants, sales of convertible preferred stock, IPO and follow-on public offerings, our ATM Offerings, and our debt financing. We have generated limited revenue to date from a research collaboration agreement with Allergan, a development services agreement with Allergan, and research and development grants from the U.S. government. The jointly funded research activities and option exercise period under the research collaboration agreement with Allergan, as well as associated payments by Allergan to us, came to their contractual conclusion in August 2020 and February 2021, respectively.

On March 24, 2022, we entered into an amendment to the 2021 Sales Agreement (the "2022 Sales Agreement") with Cowen pursuant to which the Company may offer and sell shares of its common stock with an aggregate offering price of up to $75.0 million under an "at the market" offering program (the "2022 ATM Offering") and which supersedes the 2021 Sales Agreement and 2021 ATM Offering. The 2022 Sales Agreement provides that Cowen will be entitled to a sales commission equal to 3.0% of the gross sales price per share of all shares sold under the 2022 ATM Offering. To date, no shares of common stock have been issued and sold pursuant to the 2022 Sales Agreement.

On September 15, 2021, we entered into a loan and security agreement with K2 HealthVentures LLC, or Loan Agreement. The Loan Agreement provides up to $50.0 million principal in term loans, $15.0 million of which was funded at the time we entered into the agreement and $10.0 million of which was funded on March 14, 2022. Interest on the outstanding loan balance will accrue at a variable rate equal to the greater of (i) 7.95% and (ii) the prime rate as published in the Wall Street Journal plus 4.70%. We are required to make monthly interest-only payments through September 2023. If we draw the third tranche, the interest-only period will be extended through October 2024.



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Subsequent to the interest-only period, we are required to make equal monthly principal payments plus any accrued interest until the loans mature in September 2025. Upon final payment or prepayment of the loans, we are required to pay a final payment equal to 6.45% of the loans borrowed. We have the option to prepay the loans in whole, subject to a prepayment fee of 3% if the payment occurs on or before 24 months after the initial funding date, 2% if the prepayment occurs more than 24 months after, but on or before 36 months after the initial funding date, or 1% if the prepayment occurs more than 36 months after the initial funding date. We are obligated to pay a loan origination fee of 0.8% of each term loan that is funded under the Loan Agreement. The Loan Agreement also restricts certain activities, such as disposing of our business or certain assets, incurring additional debt or liens or making payments on other debt, making certain investments and declaring dividends, acquiring or merging with another entity, engaging in transactions with affiliates or encumbering intellectual property, among others.

As of June 30, 2022, we had cash and cash equivalents of $85.3 million. We invest our cash equivalents in liquid money market accounts.

Funding requirements

Our primary uses of capital are, and we expect will continue to be, research and development activities, compensation and related expenses, product manufacturing, laboratory and related supplies, legal, and other regulatory expenses, patent prosecution filing and maintenance costs for our licensed intellectual property, and general overhead costs. We expect to continue incurring significant expenses and operating losses for the foreseeable future. In addition, since the closing of our IPO, we have incurred, and expect to continue to incur, costs associated with operating as a public company. We anticipate that our expenses will increase in connection with our ongoing activities as we:

? seek to address and recover from impacts of the COVID-19 pandemic, including

delays to our product development timelines;

? advance the clinical development of our lead product candidates;

? continue to improve the manufacturing process for our product candidates and

manufacture clinical supplies as our development progresses;

? continue the research and development of our preclinical product candidates;

? seek to identify and develop additional product candidates;

? maintain, expand, and protect our intellectual property portfolio; and

? improve our operational, financial, and management systems to support our

clinical development and other operations.

Outlook

Based on our research and development plans and our timing expectations related to the progress of our programs, we expect that our cash and cash equivalents as of June 30, 2022 will be sufficient to fund our operations for at least the next 12 months. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.

We do not expect to generate revenue from product sales unless and until we successfully complete clinical development and obtain regulatory approval for a product candidate, which we expect will take a number of years and the outcome of which is uncertain, or enter into collaborative agreements with third parties, the timing of which is largely beyond our control and may never occur. We will continue to require additional capital to develop our product candidates and fund operations for the foreseeable future, which we may obtain through one or more equity offerings, debt financings, or other third-party funding, including potential strategic alliances and licensing or collaboration arrangements. We may, however, be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all, including as a result of the COVID-19 pandemic. Our failure to raise capital or enter into such other arrangements as and when needed would have a negative impact on our financial condition and our ability to develop our current product candidates, or any additional product candidates, if developed. The amount and timing of our future funding requirements will depend on many factors, including the effects of the COVID-19 pandemic, our ability to timely and successfully enroll subjects in our clinical studies and the pace and results of our preclinical and clinical development efforts. We cannot assure you that we will ever be profitable or generate positive cash flow from operating activities.



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Cash flows

The following table summarizes our sources and uses of cash for each of the three months ended June 30, 2022 and 2021 (in thousands):



                                                                       Six months ended
                                                                              June 30,
                                                                     2022          2021
Net cash provided by (used in):
Operating activities                                           $ (30,682)    $ (25,755)
Investing activities                                                    -           121
Financing activities                                                9,827        13,832
Net (decrease) increase in cash, cash equivalents and
restricted cash                                                $ (20,855)    $ (11,802)


Operating activities

For the six months ended June 30, 2022, compared to the same period in 2021, the $4.9 million increase in net cash used in operating activities was primarily due to a $3.4 million increase in our net loss year over year, driven mostly by lower collaboration revenue, higher research and development expenses, and offset by a decrease in the use of cash of $0.9 million due to changes in working capital largely driven by the timing of cash paid to support our clinical research programs and a $0.6 million decrease in non-cash expenses related primarily to stock-based compensation.

Investing activities

For the six months ended June 30, 2022, compared to the same period in 2021, the $0.1 million decrease in net cash provided by investing activities was primarily due to proceeds from disposal of laboratory equipment in 2021.

Financing activities

For the six months ended June 30, 2022, compared to the same period in 2021, the $4.0 million decrease in net cash provided by financing activities was primarily due to $14.6 million of net proceeds received from our at the market offering in the 2021 period compared to $9.8 million of net proceeds received from our loan and security agreement in the 2022 period.

Critical accounting policies and significant judgments 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 United States generally accepted accounting principles. The preparation of our financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures. Our critical accounting policies are described in the notes of our condensed financial statements included herein and our critical accounting estimates are discussed under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations- Critical Accounting Policies and Significant Judgments and Estimates" in our Annual Report. There were no material changes to our critical accounting policies or critical accounting estimates through June 30, 2022, from those discussed in our Annual Report.

Recent accounting pronouncements

See Note 2 to our condensed financial statements included elsewhere in this Quarterly Report on Form 10-Q.

JOBS Act accounting election

Under Section 107(b) of the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act, an "emerging growth company" can delay the adoption of new or revised accounting standards until such time as those standards



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would apply to private companies. We intend to rely on this exemption. There are other exemptions and reduced reporting requirements provided by the JOBS Act that we are currently evaluating. For example, as an "emerging growth company," we are exempt from Sections 14A(a) and (b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would otherwise require us to (1) submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay," "say-on-frequency," and "golden parachutes;" and (2) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of our chief executive officer's compensation to our median employee compensation. We also intend to rely on an exemption from the rule requiring us to provide an auditor's attestation report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002. We will continue to remain an "emerging growth company" until the earliest of the following: (1) December 31, 2023; (2) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.07 billion; (3) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (4) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

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