SEC Filing - Medicenna Therapeutics

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2022

Commission File Number: 001-39458

Medicenna Therapeutics Corp.
(Translation of registrant's name into English)

2 Bloor St. W., 7th Floor
Toronto, Ontario M4W 3E2, Canada
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ X ] Form 40-F [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MEDICENNA THERAPEUTICS CORP.



Date: November 4, 2022	By:	/s/ Elizabeth Williams
	Name:	Elizabeth Williams
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description

99.1	Interim Financial Statements for the period ended September 30, 2022

99.2	Management’s Discussion and Analysis for the period ended September 30, 2022

99.3	Form 52- 109F2 Certification of Interim Filings Full Certificate – CEO

99.4	Form 52- 109F2 Certification of Interim Filings Full Certificate – CFO

99.5	News release dated November 4, 2022

Exhibit 99.1

Interim condensed consolidated financial statements of

Medicenna Therapeutics Corp.

(Expressed in Canadian Dollars)

For the three and six months ended September 30, 2022

Medicenna Therapeutics Corp.

Interim Condensed Consolidated Statements of Financial Position

(Expressed in thousands of Canadian Dollars, except for share and per share amounts)

(Unaudited)

as at

	September 30, 2022		March 31, 2022
	$		$
Assets
Current assets
Cash and cash equivalents	40,009		20,535
Prepaids and deposits	2,339		1.548
Other receivables	149		1,308
	42,497		23,391
Intangible assets (Note 8)	63		65
	42,560		23,456

Liabilities
Current liabilities
Accounts payable and accrued liabilities	2,937		2,621
	2,937		2,621

Warrant derivative (Note 6)	5,707		-
	8,644		2,621

Shareholders' Equity
Common shares (Note 3)	100,977		83,671
Contributed surplus (Notes 4 and 5)	8,763		7,926
Accumulated other comprehensive income	160		171
Deficit	(75,984	)	(70,933	)
	33,916		20,835
	42,560		23,456

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Medicenna Therapeutics Corp.

Interim Condensed Consolidated Statements of Loss and Comprehensive Loss

(Expressed in thousands of Canadian Dollars, except for share and per share amounts)

(Unaudited)

	3 months ended September 30, 2022		3 months ended September 30, 2021		6 months ended September 30, 2022		6 months ended September 30, 2021
	$		$		$		$
Operating expenses
General and administration (Note 10)	2,371		1,964		4,290		3,831
Research and development (Note 10)	2,362		6,269		4,773		10,618

Total operating expenses	4,733		8,233		9,063		14,449

Finance income	(162	)	(21	)	(192	)	(44	)
Change in fair value of warrant derivative (Note 6)	(1,800	)	-		(1,800	)	-
Foreign exchange (gain) loss	(1,875	)	(34	)	(2,020	)	159
	(3,837	)	(55	)	(4,012	)	115

Net loss for the period	(896	)	(8,178	)	(5,051	)	(14,564	)
Cumulative translation adjustment	(7	)	(10	)	(11	)	(14	)
Comprehensive loss for the period	(903	)	(8,188	)	(5,062	)	(14,578	)

Basic and diluted loss per share for the period	(0.01	)	(0.15	)	(0.08	)	(0.27	)

Weighted average number of common shares outstanding (Note 3)	63,550,512		53,737,577		59,862,299		53,646,735

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Medicenna Therapeutics Corp.

Interim Condensed Consolidated Statements of Cash Flows

(Expressed in thousands of Canadian Dollars)

(Unaudited)

	Six months ended September 30, 2022		Six months ended September 30, 2021
	$		$
Operating activities
Net loss for the period	(5,051	)	(14,564	)
Items not involving cash
Depreciation	2		20
Stock based compensation	837		761
Unrealized foreign exchange	(1,381	)	121
Accrued interest	(95	)	(30	)
Change in fair value of warrant derivative (Note 6)	(1,800	)	-
Changes in non-cash working capital
Other receivables and deposits	463		(1,557	)
Accounts payable and accrued liabilities	316		1,340
	(6,709	)	(13,909	)
Investing activities
Acquisition of marketable securities	-		(10,000	)
Disposition of marketable securities	-		10,040
	-		40
Financing activities
Repayment of lease liabilities	-		(17	)
Issuance of share capital on ATM, net of issuance costs (Note 3)	901		-
Issuance of share capital and warrants on public offering, net of issuance costs (Note 3)	23,912		-
Warrant and option exercises (Notes 4 and 5)	-		335
	24,813		318
Effect of foreign exchange on cash	1,370		(135	)
Net increase (decrease) in cash	19,474		(13,686	)
Cash, beginning of period	20,535		30,375
Cash, end of period	40,009		16,689

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Medicenna Therapeutics Corp.

Interim Condensed Consolidated Statements of Changes in Shareholders' Equity

(Expressed in thousands Canadian Dollars, except for share and per share amounts)

(Unaudited)

	Common shares issued and outstanding			Contributed surplus			Accumulated other comprehensive income			Deficit			Total shareholders' equity
		Number	Amount
			$		$			$			$			$
Balance, March 31, 2021		53,547,709	79,587		6,680			234			(48,356	)		38,145
Stock based compensation		-	-		761			-			-			761
Warrant and option exercises		296,076	488		(154	)		-			-			334
Cumulative translation adjustment		-	-		-			(14	)		-			(14	)
Net loss for the period		-	-		-			-			(14,564	)		(14,564	)
Balance, September 30, 2021		53.843,785	80,075		7,287			220			(62,920	)		24,662

Balance, March 31, 2022		55,647,479	83,671		7,926			171			(70,933	)		20,835
Stock based compensation		-	-		837			-			-			837
Issued on ATM financing (Note 3)		656,656	901		-			-			-			901
Issued pursuant to public offering, net of warrant derivative (Note 3)		13,333,334	16,405		-			-			-			16,405
Cumulative translation adjustment		-	-		-			(11	)		-			(11	)
Net loss for the period		-	-		-			-			(5,051	)		(5,051	)
Balance, September 30, 2022		69,637,469	100,977		8,763			160			(75,984	)		33,916

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Medicenna Therapeutics Corp.

Notes to the interim condensed consolidated financial statements (unaudited)

For the Three and Six months ended September 30, 2022 and 2021

(Tabular amounts expressed in thousands of Canadian Dollars, except for share and per share amounts)

Nature of business and liquidity

The Company's principal business activity is the development and commercialization of IL-2, IL-4 and IL-13 Superkines and Empowered Superkines for the treatment of cancer, inflammation and immune-mediated diseases. Medicenna has four wholly owned subsidiaries, Medicenna Therapeutics Inc. (“MTI”) (British Columbia), Medicenna Biopharma Inc. (“MBI”) (Delaware), Medicenna Biopharma Inc. (“MBIBC”) (British Columbia) and Medicenna Australia PTY Ltd (“MAL”) (Australia). Medicenna is traded on both the Toronto Stock Exchange and the Nasdaq Capital Market (“Nasdaq”) under the symbol ‘’MDNA”.

Aa at September 30, 2022, the head and registered office is located at 2 Bloor St W, 7th Floor, Toronto, Ontario, Canada.

Since inception, the Company has devoted its resources to funding R&D programs, including securing intellectual property rights and licenses, conducting discovery research, manufacturing drug supplies, initiating preclinical and clinical studies, submitting regulatory dossiers and providing administrative support to R&D activities, which has resulted in an accumulated deficit of $76.0 million as of September 30, 2022. With current revenues only consisting of interest earned on excess cash, cash equivalents and marketable securities, losses are expected to continue while the Company’s R&D programs are advanced.

We currently do not earn any revenues from our product candidates and are therefore considered to be in the development stage. As required, the Company will continue to finance its operations through the sale of equity or pursue non-dilutive funding sources available to the Company in the future. The continuation of our research and development activities for MDNA55, MDNA11 and the BiSKITs^TM platform and the commercialization of MDNA55 is dependent upon our ability to successfully finance and complete our research and development programs through a combination of equity financing and revenues from strategic partners. We have no current sources of revenues from strategic partners.

Management has forecasted that the Company’s current level of cash will be sufficient to execute its current planned expenditures for more than the next 12 months without further financing, including proceeds from the ATM Facility, being obtained. The company’s cash is expected to fund operations into Q2 of calendar 2024.

Basis of presentation and significant accounting policies

Statement of compliance

These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34 ‘Interim Financial Reporting’ (IAS 34) using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and the Interpretations of the International Financial Reporting and Interpretations Committee (“IFRIC”).

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company’s audited financial statements for the year ended March 31, 2022.

The interim condensed consolidated financial statements were approved by the Company’s Board of Directors and authorized for issue on November 3, 2022.

Functional and presentation currency

The functional currency of an entity and its subsidiary is the currency of the primary economic environment in which the entity operates. The functional currency of the parent company is the Canadian dollar and the functional currency of MBI is the US dollar, the functional currency of MTI and MBI BC is the Canadian dollar, the functional currency of MAL is the Australian dollar, and the presentation currency of the parent company is the Canadian dollar.

Medicenna Therapeutics Corp.

Notes to the interim condensed consolidated financial statements (unaudited)

For the Three and Six months ended September 30, 2022 and 2021

(Tabular amounts expressed in thousands of Canadian Dollars, except for share and per share amounts)

Basis of presentation and significant accounting policies cont’d

Significant accounting judgments, estimates and assumptions

The preparation of these unaudited interim condensed consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities at the date of the unaudited condensed consolidated interim financial statements and reported amounts of revenues and expenses during the reporting period. Actual outcomes could differ from these estimates.

The unaudited interim condensed consolidated financial statements include estimates, which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the unaudited interim condensed consolidated financial statements and may require accounting adjustments based on future occurrences. The estimates and underlying assumptions are reviewed on a regular basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.

The accompanying unaudited interim condensed consolidated financial statements are prepared in accordance with IFRS and follow the same accounting policies and methods of application as the audited consolidated financial statements of the Company for the year ended March 31, 2022. They do not include all of the information and disclosures required by IFRS for annual financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included in these unaudited condensed consolidated interim financial statements. Operating results for the six months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the full year ended March 31, 2023. For further information, see the Company’s audited consolidated financial statements including notes thereto for the year ended March 31, 2022.

COVID-19 Pandemic

The COVID-19 pandemic continues to cause significant financial market and social disruption. The Company cannot presently predict the scope and severity of any potential business shutdowns or disruptions related to COVID-19, the impact of any new variants nor the impact of the vaccines that are now accessible. If the Company or any of the third parties with whom it engages, were to experience shutdowns or other business disruptions due to the pandemic, its ability to conduct its business in the manner and on the timelines presently planned could be materially and negatively impacted. The Company will continue to monitor developments of the pandemic and continuously assess its potential further impact on its operations to prevent any disruptions to the conduct of its business and clinical trials. In the event of a prolonged continuation of the pandemic, it is not clear what the potential impact may be on the Company's business, financial position and financial performance.

Share capital

Authorized

Unlimited common shares

Equity Issuances

August 2022 Public Offering

On August 10, 2022, pursuant to an underwritten public offering, 13,333,334 units were sold at a purchase price of US$1.50 per unit for gross proceeds of US$20.0 million ($25.6 million). Each unit included one common share with a fair value of US$1.06 and one common share purchase warrant with a fair value of US$0.44 (see Note 6). Each common share purchase warrant entitles the holder to purchase one common share at an exercise price of US$1.85 until August 9, 2027. We incurred transaction costs of $2.2 million (US1.7 million) of which $1.6 million (US$1.2 million) were allocated to share issue costs and $0.6 million (US$0.5 million) were allocated to operating expenses, based on their relative fair values.

Medicenna Therapeutics Corp.

Notes to the interim condensed consolidated financial statements (unaudited)

For the Three and Six months ended September 30, 2022 and 2021

(Tabular amounts expressed in thousands of Canadian Dollars, except for share and per share amounts)

Share capital cont’d

At-The-Market Facility

On December 30, 2020, the Company entered into a sales agreement with SVB Leerink acting as sales agent, pursuant to which the Company may, from time to time sell, through at-the-market (“ATM”) on the NASDAQ such number of common shares as would have an aggregate offering price of up to US$25.0 million (the ATM Offering). The Company plans to use the net proceeds of the ATM offering for general corporate purposes including, but not limited to working capital expenditures, research and development expenditures, and clinical trial expenditures.

During the six months ended September 30, 2022, the Company issued 656,656 common shares (September 30, 2021 – nil) for gross proceeds of US$0.8 million (September 30, 2021 - $nil) at an average price of US$1.20. The company received; net of commissions US$0.7 million (September 30, 2021 - $nil). In total, we incurred share issuance costs (including commissions) of US$0.1 million (September 30, 2021 - $nil).

Calculation of loss per share

Loss per common share is calculated using the weighted average number of common shares outstanding. For the three and six ended September 30, 2022, and 2021, the calculation was as follows:

	Three months ended September 30,			Six months ended September 30,
		2022	2021		2022	2021
Common shares issued and outstanding, beginning of year		56,304,135	53,716,955		55,647,479	53,547,709
ATM issuances		-	-		571,833	-
Shares issued on 2022 Public Offering		7,246,377	-		3,642,987	-
Effect of warrants and options exercised		-	20,622		-	99,026
Weighted average shares outstanding, end of period		63,550,512	53,737,577		59,862,299	53,646,735

The effect of any potential exercise of the Company’s stock options and warrants outstanding during the year has been excluded from the calculation of diluted loss per common share as it would be anti- dilutive.

Warrants

Warrant continuity:

	Number of Warrants			Weighted average exercise price
Warrants outstanding at March 31, 2021	4,018,993		$	1.82
Warrants expired during the period	(18,000	)		2.00
Warrants exercised during the period	(169,246	)		1.59
Warrants outstanding at June 30, 2021	3,831,747		$	1.83
Warrants exercised during the period	(41,950	)		1.57
Warrants outstanding at September 30, 2021	3,789,797		$	1.83
Warrants exercised during the period	(55,094	)		1.30
Warrants outstanding at December 31, 2021	3,734,703		$	1.84
Warrants expired during the period	(770,161	)		3.10
Warrants outstanding at March 31 and June 30, 2022	2,964,542		$	1.51
Common share purchase warrants issued in the 2022 Public Offering	13,333,334			2.39
Warrants outstanding at September 30, 2022	16,297,876		$	2.23

Medicenna Therapeutics Corp.

Notes to the interim condensed consolidated financial statements (unaudited)

For the Three and Six months ended September 30, 2022 and 2021

(Tabular amounts expressed in thousands of Canadian Dollars, except for share and per share amounts)

Warrants cont’d

There were no warrants exercised during the six months ended September 30, 2022.

At September 30, 2022, warrants were outstanding and exercisable, enabling holders to acquire common shares as follows:

Number of Warrants	Exercise Price	Expiry Date
	$
1,661,542	1.75	October 17, 2022
1,303,000	1.20	December 21, 2023
13,333,334	US 1.85	August 9, 2027
16,297,876

Stock options

During the six months ended September 30, 2022, the Company granted 1,290,713 stock options at an average exercise price of $1.44 per share. 997,608 of the options were granted to the Company’s officers and employees and vest 1/3 after one year, 1/3 after two years and 1/3 after three years, and have a ten-year life; and 293,105 options were granted to Directors of the Company at a price of $1.45 and vest 50% upon issuance and 50% after 1 year and have a five-year life.

During the six months ended September 30, 2021, the Company granted 968,056 stock options at an average exercise price of $3.72 per share. 812,706 of the options were granted to the Company’s officers and employees and vest 1/3 after one year, 1/3 after two years and 1/3 after three years, and have a ten-year life; and 20,000 stock options granted to a consultant vest 1/3 after one year, 1/3 after two years and 1/3 after three years, and have a ten-year life. 135,350 options were granted to Directors of the Company at a price of $3.14 and vest 50% upon issuance and 50% after 1 year and have a five-year life.

Stock option transactions for the six months ended September 30, 2022 and 2021 are set forth below:

	Number of options			Weighted average exercise price
Balance outstanding at March 31, 2021	4,155,084		$	1.96
Granted	370,000			4.66
Forfeited	(62,480	)		5.11
Balance outstanding at June 30, 2021	4,462,604		$	2.14
Granted	598,056			3.14
Exercised	(84,880	)		1.47
Forfeited	(302,640	)		3.28
Balance outstanding at September 30 and December 31, 2021	4,673,140		$	2.17
Granted	129,000			2.28
Forfeited	(337,500	)		4.92
Balance outstanding at March 31, 2022	4,464,640		$	2.00
Granted	1,115,713			1.45
Balance outstanding at June 30, 2022	5,580,353		$	1.89
Granted	175,000			1.36
Balance outstanding at September 30, 2022	5,755,353		$	1.88

Medicenna Therapeutics Corp.

Notes to the interim condensed consolidated financial statements (unaudited)

For the Three and Six months ended September 30, 2022 and 2021

(Tabular amounts expressed in thousands of Canadian Dollars, except for share and per share amounts)

Stock options cont’d

The following table summarizes information about stock options outstanding at September 30, 2022:

	Options Outstanding				Options Exercisable
Exercise Prices		Options	Weighted average remaining contractual life	Weighted average exercise price		Options	Weighted average exercise price
$			Years	$			$
1.00-1.99		3,245,713	7.00	1.27		1,747,500	1.15
2.00-2.99		1,679,000	4.33	2.08		1,550,000	2.06
3.00-5.19		830,640	5.05	3.82		131,458	5.11
		5,755,353	5.94	1.88		3,428,958	1.64

The following assumptions were used in the Black-Scholes option-pricing model to determine the fair value of stock options granted during the period:

		September 30, 2022			March 31, 2022

Exercise price		$1.36-1.45			$2.05-4.85
Grant date share price		$1.36-1.45			$2.05-4.85
Risk free interest rate		4.5	%		1.0	%
Expected life of options		5 years			5 years
Expected volatility		90	%		90	%
Expected dividend yield		-			-
Forfeiture rate		0% - 15	%		0% - 15	%
Weighted average fair value of options granted during the period	$	1.04		$	2.58

Warrant Derivative

On August 10, 2022, pursuant to an underwritten public offering, 13,333,334 units were sold at a purchase price of US$1.50 per unit for gross proceeds of US$20.0 million ($25.6 million). Each unit included one common share and one common share purchase warrant. Each common share purchase warrant entitles the holder to purchase one common share at an exercise price of US$1.85 until August 9, 2027. We incurred transaction costs of $2.2 million (US$1.7 million) of which $1.6 million (US$1.2 million) were allocated to share issue costs and $0.6 million (US$0.5 million) were allocated to operating expenses, based on their relative fair values.

Under IFRS 9 Financial Instruments and IAS 32 Financial Instruments: Presentation, warrants with an exercise price denominated in a currency that differs from an entity's functional currency are treated as a derivative measured at fair value with subsequent changes in fair value accounted for through the consolidated statement of loss. Our warrants with an exercise price of US$1.85 meet this requirement and we have presented the value of these warrants as a non-current liability on the consolidated statement of financial position. Upon exercise, the recorded liability will be included in our share capital along with the proceeds from the exercise. If these warrants expire, the related liability is reversed through the consolidated statement of loss. There is no cash flow impact as a result of the accounting treatment for changes in the fair value of the warrant derivative or when warrants expire unexercised.

Estimating the fair value for our warrant derivative requires determining the most appropriate valuation model which is dependent on the terms and conditions of the issuance. This estimate also requires determining the most appropriate inputs to the valuation model, including the expected life of the warrant derivative, expected share price volatility and expected dividend yield and making assumptions about them.

A reconciliation of the change in fair value of the warrant derivative is as follows:

Medicenna Therapeutics Corp.

Notes to the interim condensed consolidated financial statements (unaudited)

For the Three and Six months ended September 30, 2022 and 2021

(Tabular amounts expressed in thousands of Canadian Dollars, except for share and per share amounts)

Warrant Derivative cont’d

	Fair value of Warrant Derivatives
	$
Balance, August 11, 2022	7,507
Change in fair value of warrant derivative	(2,230	)
Foreign exchange loss	430
Balance September 30, 2022	5,707

We use historical data to estimate the expected dividend yield and expected volatility of our stock in determining the fair value of the warrants. The risk-free interest rate is based on U.S. Department of Treasury benchmark treasury yield rates in effect at the time of valuation and the expected life of the warrants represents the estimated length of time the warrants are expected to remain outstanding.

The following table summarizes the key assumptions used in the Black-Scholes valuation of the warrant derivative at September 30, 2022:

		September 30, 2022			August 11, 2022

Fair value of warrants	$	0.43		$	0.56
Risk free interest rate		3.85	%		3.15	%
Expected hold period to exercise		3.0 years			3.0 years
Expected share price volatility		85	%		85	%
Expected dividend yield		Nil			Nil

The following table summarizes our outstanding warrant derivative at September 30, 2022:

Exercise Price		Outstanding Beginning of the Period		Granted during the Period		Outstanding, End of the Period		Weighted Average Remaining Contractual Life (years)
US$1.85		-		13,333,334		13,333,334		4.86

Government assistance

CPRIT assistance

In February 2015, the Company received notice that it had been awarded a grant by the Cancer Prevention Research Institute of Texas (“CPRIT”) whereby the Company was eligible to receive up to US$14.1 million on eligible expenditures over a three-year period related to the development of the Company’s phase 2b clinical program for MDNA55. As of March 31, 2022, the grant with CPRIT was complete.

Of the US$14.1 million grant approved by CPRIT, Medicenna had received US$14.1 million from CPRIT at March 31, 2022.

Under the terms of the grant, the Company is required to pay a royalty to CPRIT, comprised of 3-5% of revenues on net sales of MDNA55 until aggregate royalty payments equal 400% of the grant funds received at which time the ongoing royalty will be 0.5% of revenues. At this time the royalty is not probable and therefore no liability has been recorded. In addition, the Company must maintain a presence in Texas for three years following completion of the grant.

Medicenna Therapeutics Corp.

Notes to the interim condensed consolidated financial statements (unaudited)

For the Three and Six months ended September 30, 2022 and 2021

(Tabular amounts expressed in thousands of Canadian Dollars, except for share and per share amounts)

Government assistance cont’d

Refundable Tax

In June 2022, the Company received $0.7 million through our Australian R&D incentive program relating to the year ended March 31, 2022.

Commitments

Intellectual property

On August 21, 2015, the Company exercised its right to enter into two license agreements (the “Stanford License Agreements”) with the Board of Trustees of the Leland Stanford Junior University (“Stanford”). In connection with this licensing agreement, the Company issued 649,999 common shares with a value of $0.1 million to Stanford and affiliated inventors. The value of these shares has been recorded as an intangible asset that is being amortized over the life of the underlying patents. As at September 30, 2022, the Company’s intangible assets have a remaining capitalized net book value of $63 thousand (March 31, 2022 - $65 thousand).

The Company has entered into various license agreements with respect to accessing patented technology. In order to maintain these agreements, the Company is obligated to pay certain costs based on timing or certain milestones within the agreements, the timing of which is uncertain. These costs include ongoing license fees, patent prosecution and maintenance costs, royalty and other milestone payments. As at September 30, 2022, the Company is obligated to pay the following:

•

Given the current development plans and expected timelines of the Company it is assumed that project milestones of US$0.3 million will be due in the next five years.

•

Project milestone payments, assuming continued success in the development programs, of uncertain timing totaling US$2.0 million and an additional US$2.0 million in sales milestones.

Contractual obligations

Less than

1 year

1-3 years

3-5 years

Total

Patent licensing costs

206

1,247

315

1,768

As at September 30, 2022, the Company had obligations to make future payments, representing significant research and development and manufacturing contracts and other commitments that are known and committed in the amount of approximately $3.4 million, of which $1.9 million has been paid or accrued as at September 30, 2022. Most of these agreements are cancellable by the Company with notice. These commitments include agreements for manufacturing and preclinical studies.

Related party disclosures

(a)

Key management personnel

Key management personnel, which consists of the Company’s officers (President and Chief Executive Officer, Chief Financial Officer, Chief Development Officer, former Chief Medical Officer and former Chief Scientific Officer) and directors, earned the following compensation for the following periods:

Medicenna Therapeutics Corp.

Notes to the interim condensed consolidated financial statements (unaudited)

For the Three and Six months ended September 30, 2022 and 2021

(Tabular amounts expressed in thousands of Canadian Dollars, except for share and per share amounts)

Related party disclosures cont’d

	Three months ended September 30,			Six months ended September 30,
		2022	2021		2022	2021
		$	$		$	$
Salaries and wages		252	508		505	761
Board fees		76	68		152	140
Stock option expense		369	339		711	546
		697	915		1,368	1,447

(b)

Amounts payable to related parties

As at September 30, 2022, the Company had trade and other payables in the normal course of business, owing to directors and officers of $0.1 million, (2021 - $0.1 million) related to board fees and accrued vacation.

10.

Components of Expenses

	Three months ended September 30,			Six months ended September 30,
		2022	2021		2022	2021
General and Administration Expenses		$	$		$	$

Depreciation expense		2	10		2	20
Stock based compensation		245	283		541	444
Facilities and operations		149	102		273	182
Public company expenses		1,097	1,343		2,374	2,765
Transaction costs, warrant derivative (Note 6)		652	-		652	-
Salaries and benefits		226	226		448	420
		2,371	1,964		4,290	3,831

	Three months ended September 30,			Six months ended September 30,
		2022	2021		2022	2021
Research and Development Expenses		$	$		$	$

Chemistry, manufacturing, and controls		45	3,023		540	6,415
Regulatory		9	175		37	389
Discovery and pre-clinical		401	1,612		871	2,300
Clinical		901	372		1,531	1,022
Salaries and benefits		545	656		1,059	1,310
Licensing, patent, legal fees and royalties		275	306		436	528
Stock based compensation		185	125		296	317
CPRIT grant claimed in eligible expenses (Note 7)		-	-		-	(1,753	)
Other research and development expenses		1	-		3	90
		2,362	6,269		4,773	10,618

Medicenna Therapeutics Corp.

Notes to the interim condensed consolidated financial statements (unaudited)

For the Three and Six months ended September 30, 2022 and 2021

(Tabular amounts expressed in thousands of Canadian Dollars, except for share and per share amounts)

11.

Subsequent Events

Subsequent to the quarter end, warrants outstanding and exercisable, totaling 1,549,052 due to expire on October 17, 2022, were extended to July 17, 2023.

On October 25, 2022, the Company received a letter from the Listing Qualifications Department of the Nasdaq indicating that, based upon the closing bid price of the Company’s common shares for the 30 consecutive business day period between September 13, 2022, through October 24, 2022, the Company did not meet the minimum bid price of US$1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The Company will be provided with a compliance period of 180 calendar days, or until April 24, 2023, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A) and may be eligible for an additional 180 calendar days to regain compliance, if certain requirements are met. The letter has no immediate impact on the Company’s business operations or listing of its common shares, which will continue to be listed and traded on The Nasdaq Capital Market, subject to the Company’s continued compliance with the other listing requirements of The Nasdaq Capital Market, as well as on the TSX.

Exhibit 99.2

Management’s Discussion and Analysis

For the Three and Six Months Ended

September 30, 2022

DATE OF REPORT: November 3, 2022

MANAGEMENT’S DISCUSSION AND ANALYSIS

The following management’s discussion and analysis (“MD&A”) has been prepared as at November 3, 2022 for the three and six months ended September 30, 2022 and should be read in conjunction with the unaudited interim condensed consolidated financial statements of Medicenna Therapeutics Corp. for the three and six months ended September 30, 2022 and 2021, and the annual consolidated financial statements and accompanying notes for the years ended March 31, 2022 and 2021 (the “Annual Financial Statements”), which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Our IFRS accounting policies are set out in note 2 of the Annual Financial Statements and all dollar amounts are expressed in Canadian dollars unless otherwise noted.

All references in this MD&A to “the Company”, “Medicenna”, “we”, “us”, or “our” and similar expressions refer to Medicenna Therapeutics Corp. and the subsidiaries through which it conducts its business, unless otherwise indicated.

FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on current beliefs, expectations or assumptions regarding the future of the business, future plans and strategies, operational results and other future conditions of the Company. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All statements contained herein other than statements of historical fact regarding the prospects of the Company’s industry or its prospects, plans, financial position or business strategy may constitute forward-looking statements and can generally be identified by the use of forward-looking words, such as “plan”, “expect”, “is expected”, “budget”, “scheduled”, “estimate”, “forecast”, “contemplate”, “intend”, “anticipate”, or “believe” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might”, “shall” or “will” be taken, occur or be achieved and similar expressions are generally intended to identify forward-looking statements.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that predictions, forecasts, projections and other forward-looking statements will not be achieved. The Company cautions readers not to place undue reliance on these statements as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates and intentions expressed in such forward-looking statements. Risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and statements include, but are not limited to, the risks described under the heading “Risks and Uncertainties” in this MD&A, the Company’s annual information form for the fiscal year ended March 31, 2022 (the “Annual Information Form”) and the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2022 (the “Annual Report on Form 20-F”) filed with the U.S. Securities and Exchange Commission.

Forward-looking statements in this MD&A include, but are not limited to:

	•	the potential and clinical development and related milestones of the Company’s Superkines and Empowered Superkines including MDNA11, MDNA19 our BiSKITs^TM platform and MDNA55;
	•	the clinical trial collaboration and supply agreement with Merck;
	•	a potential strategic partnership to facilitate MDNA55’s further development and commercialization; and
	•	use of proceeds from public equity offerings.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended, including the following:

	•	the lack of product revenue and inability to continue operations and research and development without sufficient funding;
	•	the Company’s requirements for, and our ability to obtain, future funding on favourable terms or at all;
	•	the Company’s history of losses and expectations of future losses;
	•	the Company’s inability to complete development of or the inability to commercialize the Company’s product candidates, which are in the early stages of development;
	•	the expense, length, and uncertainty of clinical drug development programs;
	•	the inability to achieve publicly announced milestones according to schedule, or at all;
	•	the risk that competitors may develop and market products that are more effective that the Company’s product candidates or that the products developed by competitors may render the Company’s product candidates obsolete or uncompetitive;
	•	the Company’s inability to secure a partnership for MDNA55;
	•	the costs and uncertainty associated with extensive government regulation;
	•	the obtaining of regulatory approvals, including delays or negative outcomes from the regulatory approval process;
	•	the potential negative results from clinical trials or studies, or adverse safety events involving the targets of the Company’s products, including in the demonstration of efficacy and safety;
	•	the pharmacokinetic (“PK”) and pharmacodynamic (“PD”) properties of MDNA11 and MDNA19;
	•	the tumour response data from our clinical trials;
	•	the risk of product liability claims;
	•	the Company’s inability to enroll subjects in clinical trials or complete clinical trials on a timely basis
	•	the failure of our product candidates to receive the marketing approval or market acceptance necessary for commercial success;
	•	the potential for environmental exposure to hazardous or radioactive materials that are used in the Company’s discovery and development process;
	•	the disruption in the availability of key components for ongoing clinical studies that could delay clinical studies, product testing, and regulatory approval of the Company’s product candidates
	•	the Company’s reliance on third parties for the planning, conduct, and monitoring of preclinical and clinical trials and for the manufacture of drug product;
	•	the Company’s reliance on contract manufacturers over whom the Company has limited control;
	•	the loss of license rights due to breach of license agreements;
	•	the conditions and restrictions of the Cancer Prevention Research Institute of Texas (“CPRIT”) grant;
	•	the potential uses of proceeds generated under Company’s offerings;
	•	the ability to protect the Company’s intellectual property and proprietary technology;
	•	the ability for the Company to obtain patent’s term extensions;
	•	the potential involvement in intellectual property litigation;
	•	the risk that third-parties to whom we rely for product development may not adequately protect the Company’s trade secrets;
	•	the risk of product liability claims;
	•	the limitations surrounding intellectual property rights
	•	the volatility in the price of our Common Shares
	•	the dilution of investor’s voting power and reductions in earnings per share owing to future issuances of equity or the conversion of securities into Common Shares;
	•	the fact that future profits will likely be used for the continued growth of the Company’s business and not for the payment of dividends

	•	the Company’s treatment as a passive foreign investment company and potential adverse U.S. federal income tax consequences associated with such treatment;
	•	the difficulty United States investors may face in bringing actions against the Company for violations of U.S. federal or state securities laws and challenges in enforcing the judgments of U.S. courts against the Company and its directors and executive officers;
	•	the Company’s status as a foreign private issuer under applicable U.S. securities laws;
	•	the ability of the Company’s significant shareholders to assert a material influence over the Company’s operations and governance;
	•	the adverse impact of factors outside our control, such as global health pandemics, natural disasters, geopolitical conflict and macroeconomic challenges;
	•	the Company’s ability to successfully manage its growth;
	•	the failure of any acquired business, product, service, or alliance to yield expected benefits
	•	the Company’s dependence upon certain key personnel, the loss of whom could adversely affect our ability to achieve our business objectives;
	•	changes in government regulations that could impact our business and operations;
	•	failure to comply with the U.S. Foreign Corrupt Practices Act, the Canadian Corruption of Foreign Public Officials Act and other global corruption and anti-bribery laws;
	•	a failure to comply with healthcare laws;
	•	foreign currency exchange risks relating to the relative value of the United States dollar;
	•	the failure of our disclosure controls and procedures to detect all errors or prevent all incidences of fraud;
	•	the failure to maintain an effective system of internal controls;
	•	the vulnerability of the computer and information systems of the Company, its consultants and contractors, and third-parties on which the Company relies, to security breaches or failure; and
	•	the pursuit of opportunities for further research and development or additional business opportunities.

The forward-looking information in this MD&A does not include a full assessment or reflection of the unprecedented impacts of the COVID-19 pandemic and the efforts to mitigate it and the ongoing and developing indirect global and regional economic impacts. The COVID-19 pandemic continues to cause significant financial market and social disruption. The Company cannot presently predict the scope and severity of any potential business shutdowns or disruptions related to COVID-19, the impact of any new variants nor the impact of the vaccines that are now accessible. If the Company or any of the third parties with whom it engages, were to experience shutdowns or other business disruptions due to the pandemic, its ability to conduct its business in the manner and on the timelines presently planned could be materially and negatively impacted. The Company will continue to monitor developments of the pandemic and continuously assess its potential further impact on its operations to prevent any disruptions to the conduct of its business and clinical trials. In the event of a prolonged continuation of the pandemic, it is not clear what the potential impact may be on the Company's business, financial position and financial performance.

All forward-looking statements reflect the Company’s beliefs and assumptions based on information available at the time the assumption was made.

Although the forward-looking statements contained in this MD&A are based upon what the Company’s management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements.

Any forward-looking statements represent the Company’s estimates only as of the date of this MD&A and should not be relied upon as representing the Company’s estimates as of any subsequent date. The Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as may be required by securities laws.

COMPANY OVERVIEW

The Company's principal business activity is the development and commercialization of Superkines and Empowered Superkines for the treatment of cancer, inflammation and immune-mediated diseases. Medicenna has four wholly owned subsidiaries, Medicenna Therapeutics Inc. (British Columbia), Medicenna Biopharma Inc. (Delaware), Medicenna Biopharma Inc. (British Columbia) and Medicenna Australia PTY Ltd (Australia) (“MAL”). On November 13, 2017, Medicenna continued under the Canada Business Corporations Act. On August 24, 2020, Medicenna began trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MDNA.

Medicenna is an immunotherapy company developing novel, highly selective versions of interleukin-2 (“IL-2”), interleukin-4 (“IL-4”) and interleukin-13 (“IL-13”) tunable cytokines, called “Superkines”. These Superkines can be developed either on their own as short or long-acting therapeutics or fused with cell killing proteins to generate Empowered Superkines that precisely deliver potent payloads to cancer cells without harming adjacent healthy cells. Superkines can also be fused with a large variety of proteins, antibodies and even other Superkines to incorporate two synergistic therapeutic activities into one molecule, creating novel Bi-Functional SuperKine ImmunoTherapies referred to by Medicenna as BiSKITs^TM. Medicenna’s mission is to become the leader in the development and commercialization of Superkines, Empowered Superkines and BiSKITsä for the treatment of a broad range of cancers and other diseases. The Company seeks to achieve its goals by drawing on its expertise, and that of world-class collaborators and advisors, to develop Revolutionary Medicines using Evolutionary Superkines. Compared to naturally occurring cytokines – that bind to multiple receptors on many cell types – Superkines are engineered with unique selectivity toward specific receptor subtypes and defined target cell subsets to precisely activate or inhibit relevant signalling pathways or immune cells in order to improve therapeutic efficacy and safety.

Medicenna has built a diverse platform, each comprised of a pipeline of Superkine candidates in-licensed from Leland Stanford Junior University (“Stanford”). This includes the MDNA109 platform that consists of IL-2 agonists, IL-2 antagonists and partial agonists of IL-2. Additional assets from Stanford also include several super-agonists of IL-4 and IL-13 and dual IL-4/IL-13 antagonists. In addition, Medicenna has also independently developed therapeutic agents based on its Empowered Superkine and BiSKITsä platforms.

The most advanced of these programs is the MDNA109 platform which is a genetically engineered IL-2 Superkine designed to specifically bind to CD122 (IL-2Rβ) with high affinity. To further enhance its selectivity, 2 additional mutations (FEAA) were incorporated in MDNA109 to abolish binding to CD25. To improve the PK properties of the highly selective version of MDNA109 (MDNA109FEAA), it was genetically fused to protein scaffolds such as the Fc domain of IgG1 (MDNA19) or human albumin (MDNA11) effectively increasing the size of the Superkine and improving its half-life to avoid frequent daily dosing required for Proleukinâ.

We believe that, unlike Proleukinâ, both MDNA11 and MDNA19, have superior PK properties, lack CD25 binding to improve safety and reduce immune suppression, potently stimulate effector T cells, reverse natural killer (“NK”) cell exhaustion and act with exceptional synergy when combined with checkpoint inhibitors.

Although MDNA19 was initially identified as the Company’s lead IL-2 candidate, a pilot non-human primate (“NHP”) study comparing MDNA11 with MDNA19 demonstrated that the former had better PK and pharmacodynamic (“PD”) features. Medicenna is therefore advancing the clinical development of MDNA11 as it is a more promising molecule and has been selected as the lead IL-2 Superkine candidate. Medicenna initiated the Phase 1/2 ABILITY Study (A Beta-only IL-2 ImmunoTherapY Study) with MDNA11 (the “ABILITY Study”) in the third calendar quarter of 2021. MDNA19 remains relevant for Medicenna as it provides unique design features in the development of our BiSKITs^TMplatform. Our BiSKITs^TM platform allows us to develop designer Superkines by fusing them to other proteins, antibodies, cytokines or other Superkines allowing us to incorporate two distinct but synergistic functions into one molecule: a BiSKIT^TM.

Complementing our Superkine platform is MDNA55, Medicenna’s Empowered Superkine, for the treatment of recurrent glioblastoma (“rGBM”), the most common and uniformly fatal form of brain cancer. MDNA55 is a fusion of a circularly permuted version of IL-4, fused to a potent fragment of the bacterial toxin, Pseudomonas exotoxin (“PE”), and is designed to preferentially target tumor cells that over-express the interleukin 4 receptor (“IL-4R”). MDNA55 has been studied in 5 clinical trials in 132 patients, including 112 patients with rGBM, the results of which support our belief that it has superior efficacy when compared to the current standard of care (“SOC”). MDNA55 has secured Orphan Drug Status from the United States Food and Drug Administration (“FDA”) and the European Medicines Agency (“EMA”) as well as Fast Track Designation from the FDA for the treatment of rGBM and other types of high grade glioma. We continue to pursue a strategic partnership to facilitate MDNA55’s further development and commercialization.

ACHIEVEMENTS & HIGHLIGHTS

The following are the achievements and highlights for the quarter ended September 30, 2022 through to the date hereof:

On July 12, 2022, US Patent and Trademark Office (USPTO) issued U.S. Patent No. 11,117,943, titled “Superagonists and Antagonists of Interleukin-2.” The patent provides intellectual property (IP) protection for methods of treating leukemia using IL-2 muteins that have an increased binding capacity for IL-2Rb and a decreased binding capacity for IL-2Rgc. Unlike MDNA109, such IL-2 superkines act as IL-2 partial agonist and antagonists (MDNA209 platform) in applications where inhibition of IL-2 and/or IL-15 functions is useful (e.g., adult T cell leukemia).

On July 27, 2022, Medicenna announced new clinical data on safety, pharmacodynamics and anti-tumor activity from the Phase 1/2 ABILITY study of MDNA11. The data provide preliminary evidence of MDNA11’s single agent anti-cancer activity in patients with advanced solid tumors were unresponsive to other treatments. These results were featured in an oral presentation at the Cytokine Based Drug Development Summit, held in Boston.

On August 11, 2022, the Company announced the closing of a marketed underwritten public offering of 13,333,334 units (the “Unit”) of the Company in Canada and in the United States at a price to the public of US$1.50 per Unit (the “2022 Public Offering”). The gross proceeds to the Company from the 2022 Public Offering were US$20 million, before deducting underwriting discounts and commission and other expenses. Each Unit comprised of one common share and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one common share at a price of US$1.85 per common share, subject to adjustment in certain events, during a period of 60 months following August 11, 2022.

On September 13, 2022, Medicenna announced that it has entered into a clinical trial collaboration and supply agreement (“CTCSA”) with Merck (known as MSD outside the United States and Canada) to evaluate MDNA11 in combination with KEYTRUDA^®(pembrolizumab), Merck’s anti-PD-1 (programmed death receptor-1) therapy, in the ongoing Phase 1/2 ABILITY Study. Under the terms of the CTCSA, Medicenna will sponsor the study and Merck will supply KEYTRUDA^®. The two companies will establish a Joint Development Committee to optimally advance the study’s combination arm.

On September 22, 2022, preclinical data on Fc-MDNA413, a long-acting IL-4/IL-13 super-antagonist, and MDNA223, a next generation BiSKIT consisting of an anti-PD1 antibody linked to an IL-2 super-agonist, were presented at the 10^th Annual Meeting of the International Cytokine & Interferon Society (Cytokines 2022), held in Hawaii.

On September 28, 2022, Medicenna reported new anti-tumor activity data from the first four (low and mid) dose escalation cohorts of the Phase 1/2 ABILITY study of MDNA11. A confirmed partial response (PR) was achieved in a fourth-line (4L) metastatic pancreatic cancer patient and overall, five of fourteen (36%) evaluable patients have achieved tumor control (PR or stable disease (SD)) in the ABILITY study’s first four dose escalation cohorts.

Subsequent to the quarter end, on October 5, 2022, Medicenna announced the acceptance of two abstracts for poster presentations at the Society for Immunotherapy of Cancer (SITC) 37th Annual Meeting, which is taking place both virtually and in-person at the Boston Convention and Exhibition Center in Boston, MA, from November 8 – 12, 2022.

FINANCING UPDATE

Six months ended September 30, 2022

August 2022 Public Offering

On August 10, 2022, pursuant to an underwritten public offering, we sold 13,333,334 units at a purchase price of US$1.50 per unit for gross proceeds of US$20.0 million ($25.6 million). Each unit included one common share with a fair value of US$1.06 and one common share purchase warrant with a fair value of US$0.44. Each common share purchase warrant entitles the holder to purchase one common share at an exercise price of US$1.85 until August 9, 2027. We incurred transaction costs of $2.2 million ($US1.7 million) of which $1.6 million (US$1.2 million) were allocated to share issue costs and $0.6 million (US$0.5 million) were allocated to operating expenses, based on their relative fair values.

At-The-Market Facility

On December 30, 2020, the Company entered into a sales agreement with SVB Leerink LLC (“SVB Leerink”) acting as sales agent (the “ATM Agreement”), pursuant to which the Company may, from time to time sell, through an at-the-market (“ATM”) offering on the Nasdaq such number of common shares as would have an aggregate offering price of up to US$25.0 million (the “ATM Facility”). The Company plans to use the net proceeds of the ATM offering for general corporate purposes including, but not limited to working capital expenditures, research and development expenditures, and clinical trial expenditures. During the six months ended September 30, 2022, the Company issued 656,656 common shares (September 30, 2021 – nil) for gross proceeds of US$0.8 million (September 30, 2021 - $nil) at an average price of US$1.20. The Company received, net of commissions, US$0.7 million (September 30, 2021 - $nil). In total, the Company incurred share issuance costs (including commissions) of US$0.1 million (September 30, 2021 - $nil).

During the six months ended September 30, 2022, no warrants were exercised.

Six months ended September 30, 2021

During the six months ended September 30, 2021, 211,196 warrants were exercised for proceeds of $0.3 million, the details of which are described below:

Number of Warrants	Exercise Price	Proceeds	Expiry Date
	$	$
50,000	1.20	60,000	December 21, 2023
16,650	1.30	21,645	October 17, 2021
144,546	1.75	252,955	October 17, 2022
211,196		334,600

SUBSEQUENT EVENTS

Subsequent to the quarter end, Medicenna announced that it has received conditional approval from the Toronto Stock Exchange to extend the expiry date of the common share purchase warrants, originally issued on October 17, 2019. The Warrants, of which 1,549,052 are available to be extended, are exercisable for common shares of the Company at a price of $1.75 per Common Share and are set to expire on October 17, 2022.

Subsequent to the quarter end, On October 28, 2022, the Company announced that on October 25, 2022, it received a notice from the Nasdaq Stock Market LLC, stating that the Company is not in compliance with the minimum bid price requirement of US$1.00 per share under the Nasdaq Listing Rule 5450(a)(1) based upon the closing bid price of the Company’s common stock for the 30 consecutive business days prior to the date of the Notice. The Notice has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq, and the Company’s operations are not affected by the receipt of the Notice.

RESEARCH & DEVELOPMENT UPDATE

Superkine Platform

MDNA11

On September 14, 2021, we announced that we had dosed the first patient in a Phase 1/2 clinical study of MDNA11. Medicenna’s Phase 1/2 ABILITY Study is designed to assess the safety, PK, PD, and anti-tumor activity of various doses of MDNA11 administered intravenously every 2 weeks, in patients with advanced solid tumors. The basket, dose finding study includes a dose escalation phase followed by a dose expansion phase with both an MDNA11 monotherapy arm as well as a combination arm designed to evaluate MDNA11 with a checkpoint inhibitor. The study will include patients with melanoma and renal cell carcinoma where Proleukinâ is known to have clinical activity, as well as cluster of other tumor types in order to explore the pan-tumor potential of MDNA11. The study also permits alternative dosing schedules, as well as options for intra-patient dose escalation. The ABILITY study is currently enrolling patients at clinical sites in Australia, Canada and the United States.

On May 2, 2022, Medicenna announced new clinical data from the third cohort of the Phase 1/2 ABILITY Study of MDNA11. This data was subsequently updated in July as described below.

On May 11, 2022 , Medicenna presented additional clinical data from the Phase 1/2 ABILITY Study during a poster presentation at the 9th Annual Frontiers in Cancer Immunotherapy Meeting, organized by the New York Academy of Sciences (“NYAS”). This data was subsequently updated in July as described below.

On July 27, 2022, Medicenna announced new clinical data on safety, PK, PD and anti-tumor activity from the Phase 1/2 ABILITY Study of MDNA11 which were presented at the Cytokine Based Drug Development Summit, held in Boston. These data were subsequently updated on September 28, 2022 and are described below.

In the dose escalation portion of the ABILITY Study, MDNA11 is administered intravenously, as a monotherapy, once every two weeks to patients with advanced solid tumors. The trial’s first two cohorts evaluated MDNA11 doses ≤ 10 µg/kg. The trial’s third cohort was administered a dose of 30 µg/kg. Patients in the fourth and fifth dose escalation cohorts receive two 30 µg/kg “priming” doses of MDNA11 before stepping up to receive fixed doses of 60 and 90 µg/kg, respectively.

Key data from patients enrolled in the trial’s four initial dose escalation cohorts include:

Demographics:

Patients enrolled in the study to date (N=14) have failed up to four lines of prior systemic therapy.

11 of 14 patients have relapsed, were not tolerant to or did not respond to at least one prior immunotherapy with a checkpoint inhibitor.

Safety:

MDNA11 treatment in Cohort 4 (comprised of two step-up doses of 30 µg/kg followed by fixed doses of 60 µg/kg every 2 weeks) was not associated with any dose-limiting toxicities.

The Safety Review Committee approved dose escalation for Cohort 5 to the 90 µg/kg dose every 2 weeks following two priming doses at 30 µg/kg.

Significant increases in eosinophil count from baseline were not observed with MDNA11 treatment. Extremely high eosinophil count is associated with vascular leak syndrome which is a known side effect of high-dose recombinant human IL-2 (Proleukin®).

Pharmacokinetics:

The pharmacokinetic data from the first 3 cohorts demonstrated similar trends following each of 3 repeat doses which suggests lack of immunogenicity or insignificant levels of anti-drug-antibodies.

Dose dependent increase in the C_max and Area Under the Curve (“AUC”) were also observed.

Pharmacodynamics:

In addition to dose dependent increases in lymphocyte counts and lymphocyte kinetics, MDNA11 preferentially expanded anti-cancer NK and CD8⁺ T cells without stimulating proliferation of pro-tumor Treg cells.

MDNA11 treatment potently activated anti-cancer CD8⁺ T cells as shown by increases in both CD25⁺ and ICOS⁺ CD8⁺ T cells.

Unlike IL-2, MDNA11 has not induced increases in ICOS⁺ Treg cells. ICOS⁺ Treg cells are highly immunosuppressive and associated with lack of response to high dose IL-2 immunotherapy.

Anti-tumor Activity:

Of the fourteen (14) evaluable patients with at least one on-treatment imaging scan, five (5) patients have achieved tumor control (defined as stable disease, partial response, or complete response as per RECIST 1.1) during the monotherapy dose-escalation portion of the MDNA11 ABILITY Study as follows:

Metastatic Leiomyosarcoma Stage IV (Dose Level 2 @ 10 µg/kg); stable disease

Metastatic Melanoma Grade 4C (initially enrolled at Dose Level 2 @ 10 µg/kg Q2W with subsequent intra-patient dose escalations to Dose Level 3 @30 µg/kg and Dose Level 4 @60 µg/kg), stable disease

Metastatic Sarcoma Stage IV (Dose Level 3 @ 30 µg/kg), stable disease

Pancreatic Ductal Adenocarcinoma (PDAC) Stage IV (Dose Level 4 @ 60 µg/kg following 2 divided doses of 30 µg/kg), confirmed partial response.

Non-clear cell 3L renal cell carcinoma patient (Dose Level 4 @ 60 µg/kg following 2 divided doses of 30 µg/kg), stable disease

On September 13, 2022 we announced that we had entered into a CTCSA with Merck (known as MSD outside the United States and Canada) to evaluate MDNA11 in combination with KEYTRUDA^®(pembrolizumab), Merck’s anti-PD-1 (programmed death receptor-1) therapy, in the ongoing Phase 1/2 ABILITY Study. Under the terms of the CTCSA, Medicenna will sponsor the study and Merck will supply KEYTRUDA^®. The two companies will establish a Joint Development Committee to optimally advance the study’s combination arm.

Medicenna anticipates completing the following upcoming milestones related to the MDNA11 ABILITY Study:

Updated anti-tumor activity data from the ABILITY study’s escalation cohorts - calendar Q1-2023

Early anti-tumor activity data from the ABILITY study’s single agent expansion phase - mid-calendar 2023.

Early anti-tumor activity data from the ABILITY study’s combination arm – calendar Q4-2023.

Though these milestones represent a brief delay compared to prior guidance, we believe that taking the extra time necessary to recruit an optimized patient population in the current and future cohorts will allow us to potentially increase the impact of the data from these dose cohorts from a scientific and value-creation perspective.

BiSKITs^TM (Bi-functional SuperKine ImmunoTherapies) Platform

Our BiSKITs^TM platform allows us to develop designer Superkines by fusing them to other proteins, antibodies, cytokines or other Superkines to combine two distinct but synergistic functions into one molecule: a BiSKIT^TM.

On April 8, 2022, we announced new preclinical data highlighting the potent anti-tumor efficacy of the next-generation BiSKIT, anti-PD1-MDNA109FEAA, in an electronic poster at the AACR Annual Meeting. BiSKITs can target cancers where other immunotherapies have failed to be effective. One example of this is MDNA223, an IL-2 Superkine fused to a checkpoint inhibitor (anti-PD1). MDNA223 is a BiSKIT designed to activate cancer killing immune cells via the IL-2 receptor while simultaneously preventing their exhaustion through the validated method of blocking PD-1 signaling. Combining these two functions into a single molecule allows us to simultaneously engage both of these important targets on the same immune cells (also known as cis-binding).

On September 22, 2022, In vitro data presented at Cytokines 2022 demonstrated MDNA223’s potency was similar to that of a control anti-PD1 antibody while displaying high-affinity for IL-2 receptor beta (IL-2Rβ) and no binding to IL-2 receptor alpha (IL-2Rα). This enhanced IL-2Rβ selectivity resulted in potent and preferential stimulation of anti-cancer CD8+ T cells over pro-tumor Treg cells. In vivo murine data showed MDNA223 exhibiting a prolonged pharmacodynamic response extending beyond the duration of pharmacokinetic exposure.

Data from murine tumor models of colon, skin and breast cancer using a mouse version of MDNA223 (i.e MDNA223m) showed dose-dependent and statistically significant improvements in efficacy compared to co-administration of the anti-PD-1 antibody and IL-2 super-agonist (MDNA19) at equivalent molar doses, demonstrating the advantage of exploiting the BiSKIT’s cis-binding potential. These data demonstrate the therapeutic synergy resulting from the BiSKIT’s ability to concurrently target PD1 and the IL-2 receptor on the same immune cells (cis-binding approach).

Medicenna’s IL-4 and IL-13 Superkines are engineered versions of wild type cytokines which possess enhanced affinity and selectivity for either the Type 1 or Type 2 IL4 receptors or dedicated IL13 receptors such as IL13Ra2. This selectivity is achieved through mutations of the IL-4 or IL-13 proteins to enhance affinity for binding to specific IL4R or IL13R subunits. Additional mutations have also been engineered to modulate their bioactivity, resulting in Superkines with enhanced signaling (super-agonists) or the ability to block signaling (super-antagonists).

On April 8, 2022, Medicenna announced new preclinical data on its long-acting IL-13 super-antagonist, Fc-MDNA413, in an electronic poster at the AACR Annual Meeting. Fc-MDNA413 is derived from Medicenna’s Superkine platform and comprises of an IL-13 super-antagonist (MDNA413) fused to the Fc domain for half-life extension.

On September 22, 2022, data presented at Cytokines 2022 showed that Fc-MDNA413 blocks the IL-4 and IL-13 pathways that polarize Tumor Associated Macrophages (“TAMs”) to the M2a phenotype and stimulate proliferation of Myeloid Derived Suppressor Cells (“MDSCs”). Both, TAMs and MDSCs that are known to promote cancer growth, especially in immunologically cold tumors. In vitro analyses showed that Fc- MDNA413 is 300-times more selective for IL-13Rα1 (over-expressed by TAMs and MDSCs) over IL-13Rα2 (a decoy receptor) compared to wild type Fc-IL13. This superior binding profile enabled Fc-MDNA413 to potently inhibit IL-4/IL-13 mediated functions as measured by blockade of pSTAT6 signaling, TF-1 cell proliferation, and M2a polarization of macrophages. In murine studies, Fc-MDNA413 demonstrated sustainable serum exposure at a dose that was well tolerated and inhibited tumor growth as a single agent in melanoma and colon cancer models. In addition, Fc-MDNA413 synergized with MDNA19 in a murine melanoma model, highlighting the advantages of co-targeting suppressive and effector immune cells within an otherwise cold tumor microenvironment (“TME”).

Medicenna is currently screening and optimizing a variety of IL-2/IL-4/IL-13 Superkines as part of our BiSKITs^TMplatform with the goal of having a BiSKIT candidate IND ready by the end of calendar 2023.

MDNA55

MDNA55 has been studied in 5 clinical trials in 132 patients, including 112 patients with rGBM, suggesting potentially superior efficacy when compared to the current SOC. The Company has secured Orphan Drug Status from the FDA and the EMA as well as Fast Track Designation from the FDA.

A Phase 2b clinical trial with MDNA55 was completed in a multi-center, open-label, single-arm study in patients with first or second recurrence or progression of GBM after surgery or radiotherapy ± adjuvant therapy or other experimental therapies. Subsequently, a separate blinded study that collected rGBM survival and prognostic data from 81 patients, that had contemporaneously received treatment at major clinical centres using current SOC, were used to establish a matched External Control Arm (“ECA”). The blinded survival data from the matched ECA (established by matching with the MDNA55 treated population based on 11 different prognostic factors using propensity scoring methods) were then used as a control arm versus survival data from the Phase 2b MDNA55 trial.

On September 29, 2020, Medicenna had an End of Phase 2 (EOP2) meeting with the FDA to discuss future development and commercialization of MDNA55, if approved for rGBM. On October 15, 2020, we announced that the FDA agreed that we could conduct an innovative open-label hybrid Phase 3 trial that allows use of a substantial number of patients (two-thirds) from a matched ECA to support marketing authorization of MDNA55 for rGBM. Medicenna is pursuing strategic partnerships to assist with additional clinical development of MDNA55, as well as preparing the program for commercialization and its subsequent launch in various countries where marketing authorization has been granted.

SELECTED FINANCIAL INFORMATION

All tabular amounts below are presented in thousands of Canadian dollars, except for per share amounts.

	Three months ended September 30,				Six months ended September 30,
	2022		2021		2022		2021
	$		$		$		$
General and Administration	2,371		1,964		4,290		3,831
Research and Development	2,362		6,269		4,773		10,618
Change in fair value of warrant derivative	(1,800	)	—		(1,800	)	—
Foreign exchange (gain) loss	(1,875	)	(34	)	(2,020	)	159
Net Loss	(896	)	(8,178	)	(5,051	)	(14,564	)
Basic and Diluted Loss per Share	(0.01	)	(0.15	)	(0.08	)	(0.27	)
Total Assets	42,560		30,093		42,560		30,093
Total Liabilities	8,644		5,431		8,644		5,431

We have not earned revenue in any of the previous fiscal years, other than income from interest earned on our cash and cash equivalents and marketable securities.

For the three and six months ended September 30, 2022, we reported a net loss of $0.9 million ($0.01 loss per share) and $5.1 million ($0.08 loss per share), compared to a net loss of $8.2 million ($0.15 loss per share) and $14.6 million ($0.27 loss per share) for the three and six months ended September 30, 2021 respectively. The decrease in net loss for the three and six months period ended September 30, 2022, compared with the period ended September 30, 2021, was primarily a result of decreased research and development expenditures related to the MDNA11 program, where GMP manufacturing and IND-enabling studies were completed in the prior year. There was a foreign exchange gain of $2.0 million during the six months period ended September 30, 2022, compared to a loss of $0.1 million in the period ended September 30, 2021, as a result of gain on USD cash and cash equivalents. There was a non-cash change in the fair value of the warrant derivative (gain) of $1.8 million for the three and six month period ended September 30, 2022. These reductions were offset by a reimbursement of $1.8 million under the grant from CPRIT in the period ended September 30, 2021 which offset R&D expenditures in the prior year period.

Cash utilized in operating activities for the six months ended September 30, 2022 was $6.7 million, compared to cash utilized in operating activities for the six months ended September 30, 2021 of $13.9 million. The decrease in cash utilized in the current year is primarily the result of decreased research and development expenses, and unrealized foreign exchange gain.

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDING SEPTEMBER 30, 2022

Research and Development (“R&D”) Expenses

	Three months ended September 30,		Six months ended September 30,
	2022	2021	2022	2021
	$	$	$	$
Chemistry, manufacturing and controls	45	3,023	540	6,415
Regulatory	9	175	37	389
Discovery and pre-clinical	401	1,612	871	2,300
Clinical	901	372	1,531	1,022
Salaries and benefits	545	656	1,059	1,310
Licensing, patent legal fees and royalties	275	306	436	528
Stock based compensation	185	125	296	317
CPRIT grant claimed on eligible expenses	—	—	—	(1,753	)
Other research and development expenses	1	—	3	90
	2,362	6,269	4,773	10,618

R&D expenses of $2.4 million and $4.8 million were incurred during the three and six months ended September 30, 2022, compared with $6.3 million and 10.6 million incurred in the three and six months ended September 30, 2021.

The decrease in R&D expenses during the current year period is primarily attributable to:

One-time higher chemistry, manufacturing and controls costs (“CMC”), associated with the first scale-up GLP and GMP manufacturing of MDNA11 required to supply adequate drug product for IND-enabling studies and the ABILITY Study, completed in the prior year period.

Discovery and pre-clinical expenses associated with the one-time GLP compliant MDNA11 IND enabling studies, completed in prior year period.

Decrease in regulatory costs due to the preparation of regulatory filings necessary to initiate the MDNA11 ABILITY study incurred in the prior year period.

Lower salary and benefits costs due to reduced headcount in the current year period.

The above decreases were partially offset by the reimbursement of previously incurred expenses with respect to the CPRIT grant of $1.8 million in the six months ended September 30, 2021. There was increased clinical costs during the three and six months ended September 30, 2022, due to increased activities associated the MDNA11 Phase 1/2 ABILITY study.

General and Administrative (“G&A”) Expenses

	Three months ended September 30,		Six months ended September 30,
	2022	2021	2022	2021
	$	$	$	$
Depreciation expense	2	10	2	20
Stock based compensation	245	283	541	444
Facilities and operations	149	102	273	182
Public company expenses	1,097	1,343	2,374	2,765
Transaction costs, warrant derivative	652	—	652	—
Salaries and benefits	226	226	448	420
	2,371	1,964	4.290	3,831

G&A expenses of $2.4 million and $4.3 million were incurred during the three and six months ended September 30, 2022, compared with $2.0 million and $3.8 million during the three and six month period ended September 30, 2021.

The increase in G&A expenses in the three and six months period is primarily due to one-time transaction costs associated with the warrant derivative partially offset by a reduction in directors and officers liability insurance premiums.

SUMMARY OF QUARTERLY FINANCIAL RESULTS

	Sep. 30 2022			Jun. 30 2022			Mar. 31 2022			Dec. 31 2021			Sep. 30 2021			Jun. 30 2021			Mar. 31 2021			Dec. 31 2020
	$			$			$			$			$			$			$			$
Revenue		—			—			—			—			—			—			—			—
General and administration		2,371			1,919			1,936			1,990			1,964			1,867			2,009			2,093
Research and development		2,362			2,411			1,191			2,907			6,269			4,349			3,701			3,180
Change in fair value of warrant derivative		(1,800	)		—			—			—			—			—			—			—
Net loss		(896	)		(4,155	)		(3,206	)		(4,807	)		(8,178	)		(6,386	)		(5,813	)		(5,338	)
Basic and diluted loss per share		(0.01	)		(0.07	)		(0.06	)		(0.09	)		(0.15	)		(0.12	)		(0.11	)		(0.11	)
Total assets		42,560			20,140			23,456			26,107			30,093			37,336			42,252			36,323
Total liabilities		8,644			2,147			2,621			2,351			5,431			4,958			4,107			2,216

R&D expenses fluctuate quarter over quarter based on activities ongoing during that period. During the quarter ended September 30, 2021 there was a $1.8 million reimbursement received from CPRIT which offset increased R&D expenses, primarily due to manufacturing and pre-clinical costs associated with MDNA11. The increase in expenditures from the quarter ended December 31, 2020 onwards, is primarily related to activities associated with the MDNA11 program and establishment of the BiSKITs^TM program. One-time higher CMC costs, associated with the scale-up GLP and GMP manufacturing of MDNA11 was completed in the quarter ended September 30, 2021, resulting in a decrease in R&D expenses from the quarter ended December 31, 2021 onwards. Refundable tax credits of $0.7million contributed to decreased R&D expenses during the quarter ended March 31, 2022.

G&A expenses began to increase in the quarter ended December 31, 2020, due to increased in directors and officers’ liability insurance premiums. Directors and officers liability insurance premiums are amortized for 2 months in the quarter ended September 30, 2020, with 3 months each subsequent quarter. G&A expenses increased in the quarter ended September 30, 2022 due to transaction costs, associated with the warrant derivative.

LIQUIDITY AND CAPITAL RESOURCES

CASH POSITION

At September 30, 2022, we had a cash, cash equivalents and marketable securities balance of $40.0 million, compared to $20.5 million at March 31, 2022. We invest cash in excess of current operational requirements in highly rated and liquid instruments. Working capital at September 30, 2022 was $39.6 million (March 31, 2022 - $20.8 million).

On August 10, 2022, pursuant to an underwritten public offering, 13,333,334 units were sold at a purchase price of US$1.50 per unit for gross proceeds of US$20.0 million ($25.6 million). Each unit included one common share with a fair value of US$1.06 and one common share purchase warrant with a fair value of US$0.44. Each common share purchase warrant entitles the holder to purchase one common share at an exercise price of US$1.85 until August 9, 2027. We incurred transaction costs of $2.2 million (US1.7 million) of which $1.6 million (US$1.2 million) were allocated to share issue costs and $0.6 million (US$0.5 million) were allocated to operating expenses, based on their relative fair values.

On December 30, 2020, we announced that we entered into the ATM Agreement with SVB Leerink acting as sales agent for our ATM offering of up to US$25.0 million. We plan to use the net proceeds of the ATM Facility for general corporate purposes including, but not limited to working capital expenditures, research and development expenditures, and clinical trial expenditures. As of September 30, 2022, a total of 3,803,613 common shares have been sold under the ATM Facility for total gross proceeds of $12.0 million (US$9.7 million). $19.1 million (US$15.3 million) approximately remained unused under the ATM Facility. The shelf supplement filed has expired and therefore the ATM facility is not available as of this date, but we have the ability to renew it and regain access to the facility.

We do not expect to generate positive cash flow from operations for the foreseeable future due to additional R&D expenses, including expenses related to drug discovery, preclinical testing, clinical trials, chemistry, manufacturing and controls and operating expenses associated with supporting these activities. It is expected that negative cash flow from operations will continue until such time, if ever, that we receive marketing authorization to commercialize any of our product candidates under development and/or royalty or milestone revenue from any such products should they exceed our expenses.

CONTRACTUAL OBLIGATIONS

CPRIT Assistance

In February 2015, the Company received notice that it had been awarded a grant by the CPRIT whereby the Company was eligible to receive up to US$14.1 million on eligible expenditures over a three-year period related to the development of the Company’s phase 2b clinical program for MDNA55. As of March 31, 2022, all of the US$14.1 million had been received and the grant with CPRIT is complete.

Refundable tax credits

In June 2022, the company received $0.7 million through our Australian R&D incentive program relating to the year ended March 31, 2022. The amount receivable was recorded as a reduction in research and development expenses in the year ended March 31, 2022.

Intellectual Property

Given the current development plans and expected timelines of the Company it is assumed that project milestones of US$0.3 million will be due in the next five years.

Project milestone payments, assuming continued success in the development programs, of uncertain timing totaling US$2.0 million and an additional US$2.0 million in sales milestones.

As part of these license agreements, the Company has committed to make certain royalty payments based on net sales to the NIH and Stanford.

Future commitments

As of September 30, 2022, we have the following obligations to make future payments, representing contracts and other commitments that are known and committed:

	Payments Due by Period
Contractual obligations	Less than 1 year		1-3 years		3-5 years		Total
Patent licensing costs, minimum annual royalties per license agreements	$	206	$	1,247	$	315	$	1,768

The Company cannot reasonably estimate future royalties which may be due upon the marketing authorization of MDNA55 or MDNA11.

As at the date of this report, we had obligations to make future payments, representing significant research and development and manufacturing contracts and other commitments that are known and committed in the amount of approximately $3.4 million, of which $1.9 million has been paid or accrued at September 30, 2022. Most of these agreements are cancellable by the Company with notice. These commitments include agreements for clinical contract research organizations, manufacturing, and preclinical studies.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no material undisclosed off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our results of operations, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources that is material to investors.

TRANSACTIONS WITH RELATED PARTIES

Key management personnel, which consists of the Company’s officers (Dr. Fahar Merchant, President and Chief Executive Officer, Ms. Elizabeth Williams, Chief Financial Officer, Ms. Rosemina Merchant, Chief Development Officer, Dr. Mann Muhsin, former Chief Medical Officer, and Dr. Kevin Moulder, former Chief Scientific Officer) and directors, received the following compensation for the following periods:

	Three months ended September 30,			Six months ended September 30,
		2022	2021		2022	2021
		$	$		$	$
Salaries and wages		252	508		505	761
Board fees		76	68		152	140
Stock option expense		369	339		711	546
		697	915		1,368	1,447

As at September 30, 2022, the Company had trade and other payables in the normal course of business, owing to directors and officers of $0.1 million (2021: $0.1 million) related to accrued bonuses, board fees and accrued vacation.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The significant accounting policies of the Company are described in note 2 of the Annual Financial Statements and available on SEDAR at www.sedar.com and included in the Annual Report on Form 20-F filed on EDGAR at www.sec.gov.

Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience and current and expected economic conditions. Actual results could differ from those estimates. Critical judgements in applying the Company’s accounting policies are detailed in the Annual Financial Statements, filed on SEDAR at www.sedar.com and included in the Annual Report on Form 20-F filed on EDGAR at www.sec.gov.

FINANCIAL INSTRUMENTS

Financial instruments are defined as a contractual right or obligation to receive or deliver cash on another financial asset. The Company recognizes financial instruments based on their classification. Depending on the financial instrument’s classification, changes in subsequent measurements are recognized in net loss or other comprehensive loss.

A description of the financial instruments, their fair value and risk management is included in notes 2, 5 and 6 of the Annual Financial Statements, filed on SEDAR at www.sedar.com and included in the Annual Report on Form 20-F filed on EDGAR at www.sec.gov/edgar.

2020 Public Offering and USE OF PROCEEDS

The following table provides an update on the anticipated use of proceeds raised as part of the public offering of common shares of the Company which was completed on March 17, 2020 (the “2020 Public Offering”) along with amounts actually expended. Following completion of the 2020 Public Offering, Medicenna selected MDNA11 as its lead IL-2 candidate over MDNA19 to progress to the clinic and, as such, proceeds from the 2020 Public Offering, which were initially allocated to the development of MDNA19, have been re-directed to the development of MDNA11 in the same proportions. As of September 30, 2022, the following expenditures have been incurred (in thousands of Canadian dollars):

Item	Amount to Spend	Spent to Date	Adjustments	Remaining to Spend
Preclinical development	$ 3,300	$ 3,300	-	-
Manufacturing of clinical batch	$ 4,400	$ 4,400	-	-
Clinical development	$ 13,150	$ 6,352	-	$ 6,798
General corporate and working capital purposes	$ 11,350	$ 11,350	-	-
Total	$ 32,200	$ 25,402	$ -	$ 6,798

2022 Public Offering and USE OF PROCEEDS

The following table provides an update on the anticipated use of proceeds raised in the 2022 Public Offering along with amounts actually expended. As of September 30, 2022, the following expenditures have been incurred (in thousands of Canadian dollars):

Item	Amount to Spend	Spent to Date	Adjustments	Remaining to Spend
Phase 1/2 MDNA11 Ability Study	US$ 8,000	-	-	US$ 8,000
Pre-clinical development of a BiSKIT candidate	US$ 8,000	-	-	US$ 8,000
Total	US$ 16,000	$ -	$ -	US$ 16,000

ATM Facility

On December 30, 2020, the Company entered into the ATM Agreement with SVB Leerink acting as sales agent, pursuant to which the Company may, from time to time sell, through ATM offerings, on the Nasdaq such number of common shares as would have an aggregate offering price of up to US$25.0 million. During the six month period ended September 30, 2022, the Company has issued 656,656 common shares, raising total gross proceeds of $1.0 million under the ATM Facility. $19.1 million (US$15.3 million) approximately remains unused under the ATM Facility. The shelf supplement filed has expired and therefore the ATM facility is not available as of this date, but we have the ability to renew it and regain access to the facility.

RISKS AND UNCERTAINTIES

The Company is an immunotherapy company that operates in a highly competitive industry that is dependent on a number of factors that include the Company’s capacity to raise additional funding on reasonable terms when necessary, secure partnerships for the development of its product candidates, obtain necessary regulatory approvals and achieve market acceptance, face disruption in availability of key components for ongoing clinical studies, obtain positive results from pre-clinical and clinical studies, successfully develop existing and new products, hire and retain skilled staff and key personnel, rely on third party providers, protect its intellectual property, and face litigation risk in connection thereof. An investment in the Common Shares is subject to a number of risks and uncertainties, including the risks related to the Company being a foreign private issuer.

In addition, the Company may, from time to time, announce or publish preliminary or interim data from its clinical trials. Preliminary and interim data remains subject to audit and verification procedures that may result in the final data being materially different from the preliminary or interim data. Preliminary and interim results of a clinical trial are not necessarily predictive of final results. There can be no assurance that favorable interim or preliminary data will result in favorable final data. Preliminary and interim data are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues, patient data are further examined and reviewed, more patient data become available, and the Company prepares and issues its final clinical study report. As a result, preliminary and interim data should be viewed with caution until the final, complete data are available. Material adverse changes in the final data compared to the preliminary or interim data could significantly harm the Company’s business, prospects, financial condition and results of operations.

An investor should carefully consider these risks, as well as the risks described in the Company’s Annual Information Form and the Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission, as well as the other information filed with the securities regulators before investing in the Common Shares. If any of such described risks occur, or if others occur, the Company’s business, financial condition and the results of operations could be seriously harmed and investors could lose all or part of their investment.

There are important risks which management believes could impact the Company’s business. For information on risks and uncertainties, please also refer to the “Risk Factors” section of the Company’s most recent Annual Information Form filed on SEDAR at www.sedar.com and included in the Annual Report on Form 20-F filed on EDGAR at www.sec.gov/edgar.

DISCLOSURE CONTROLS AND INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has implemented a system of internal controls that it believes adequately protects the assets of the Company and is appropriate for the nature of its business and the size of its operations. The internal control system was designed to provide reasonable assurance that all transactions are accurately recorded, that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that our assets are safeguarded.

These internal controls include disclosure controls and procedures designed to ensure that information required to be disclosed by the Company is accumulated and communicated as appropriate to allow timely decisions regarding required disclosure.

Internal control over financial reporting means a process designed by or under the supervision of the Chief Executive Officer and the Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as issued by the IASB.

The internal controls are not expected to prevent and detect all misstatements due to error or fraud. There were no changes in our internal control over financial reporting that occurred during the three and six month period ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As of September 30, 2022, the Company’s management has assessed the effectiveness of our internal control over financial reporting and disclosure controls and procedures using the Committee of Sponsoring Organizations of the Treadway Commission’s 2013 framework. Based on their evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that these controls and procedures are effective.

OTHER MD&A REQUIREMENTS

Outstanding Share Data

As at the date of this report, the Company has the following securities outstanding:

	Number
Common shares	69,637,469
Warrants	16,185,385
Stock options	5,580,353
Total	91,403,207

For a detailed summary of the outstanding securities convertible into, exercisable or exchangeable for voting or equity securities of Medicenna as at March 31, 2022, refer to notes 9, 10, and 11 of the Annual Financial Statements of the Company.

Additional information relating to the Company, including the Company’s Annual Information Form and the Annual Report on Form 20-F, is available under the Company’s profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov, respectively.

Exhibit 99.3

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

I, Fahar Merchant, Chairman, President and Chief Executive Officer of Medicenna Therapeutics Corp. (“Medicenna”) certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Medicenna (the “issuer”) for the interim period ended September 30, 2022.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

II.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO 2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2022 and ended on September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 4, 2022

/s/ Fahar Merchant
Fahar Merchant

Chairman, President and Chief Executive Officer

Exhibit 99.4

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

I, Elizabeth Williams, Chief Financial Officer of Medicenna Therapeutics Corp. (“Medicenna”) certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Medicenna (the “issuer”) for the interim period ended September 30, 2022.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

II.

5.3 Limitation on scope of design: N/A

Chief Financial Officer

EdgarFiling

Exhibit 99.5

Medicenna Reports Second Quarter Fiscal 2023 Financial Results and Operational Highlights

- Results from low and mid-dose escalation cohorts in Phase 1/2 ABILITY study show tumor control in 5 of 14 evaluable patients, including a confirmed partial response in pancreatic cancer

- $40 million in cash, cash equivalents, and marketable securities at September 30, 2022, provides runway into Q2 calendar 2024 including completion of ABILITY study

- Management hosting conference call and webcast today at 8:30 am ET

TORONTO and HOUSTON, Nov. 04, 2022 (GLOBE NEWSWIRE) -- Medicenna Therapeutics Corp. (“Medicenna” or “the Company”) (NASDAQ: MDNA TSX: MDNA), a clinical stage immuno-oncology company, today announced its financial results and operational highlights for the quarter ended September 30, 2022. All dollar amounts are in Canadian currency unless otherwise noted.

“Achievements this quarter have substantively bolstered our clinical dataset and balance sheet, providing support for MDNA11’s best-in-class potential and runway through completion of the ABILITY study,” said Fahar Merchant, PhD, President and CEO of Medicenna. “We are particularly encouraged with promising signs of MDNA11’s monotherapy activity in multiple patients with aggressive cancers that are typically resistant to immunotherapy. Continued deepening of tumor reduction leading to a confirmed partial response in a fourth-line pancreatic cancer patient is especially heartening, suggesting that MDNA11 may provide durable clinical benefits in immunologically ‘cold’ tumors. That these data were generated in ABILITY’s low and mid-dose escalation cohorts, which is designed primarily to assess safety and pharmacokinetics rather than efficacy, adds to our enthusiasm as we evaluate higher doses and move towards key readouts expected from the trial over the coming quarters.”

Program highlights for the quarter ended September 30, 2022, along with recent developments include:

MDNA11: IL-2 Superkine Program
In September 2022, Medicenna reported new anti-tumor activity data from the first four (low and mid) dose escalation cohorts of the Phase 1/2 ABILITY study of MDNA11, the Company’s “beta only,” long-acting IL-2 super-agonist. These data support MDNA11’s single-agent potential in advanced solid tumors unresponsive to established treatments, as a confirmed partial response (PR) was achieved in a fourth-line (4L) metastatic pancreatic cancer patient who previously failed chemo- and checkpoint inhibitor therapies. The confirmatory scan for this patient showed further tumor reduction compared to prior scans, suggesting durable anti-cancer activity following MDNA11 monotherapy. Overall, five of fourteen (36%) evaluable patients have achieved tumor control (PR or stable disease (SD)) in the ABILITY study’s first four dose escalation cohorts. This includes a 3L metastatic melanoma patient that achieved SD with a 10 µg/kg dose and has maintained SD for more than a year while escalating to a 60 µg/kg dose.

Patients in the ABILITY study’s first four dose-escalation cohorts (n=14) failed up to four lines of systemic therapy prior to enrolling in the trial, including eleven (79%) who relapsed on, could not tolerate, or did not respond to at least one prior immunotherapy with a checkpoint inhibitor. All patients in the trial’s dose escalation phase are treated with MDNA11 monotherapy via intravenous infusion every two weeks. With no dose-limiting toxicities, dose interruptions, dose de-escalations, or treatment discontinuations due to safety issues observed to-date, the trial is currently enrolling patients in its fifth dose-escalation cohort (two 30 µg/kg “priming” doses of MDNA11 followed by fixed doses of 90 µg/kg).

Clinical Trial Collaboration and Supply Agreement with Merck
In September 2022, Medicenna announced that it had entered into a clinical trial collaboration and supply agreement with Merck (known as MSD outside the United States and Canada) to evaluate MDNA11 in combination with KEYTRUDA^® (pembrolizumab), Merck’s anti-PD1 therapy, in the ongoing Phase 1/2 ABILITY study. Under the terms of the agreement, Medicenna will sponsor the study and Merck will supply KEYTRUDA^®. The two companies will establish a Joint Development Committee to optimally advance the study’s combination arm, which will proceed alongside its single-agent expansion phase.

Preclinical IL-4/IL-13 Super-Antagonists and BiSKITs™ Programs
Medicenna continues to conduct preclinical studies exploring the potential of its novel Superkines and BiSKITs (Bifunctional SuperKine ImmunoTherapies) as part of its ongoing efforts to build a diverse pipeline. In September 2022, preclinical data on Fc-MDNA413, a long-acting IL-4/IL-13 super-antagonist, and MDNA223, a next generation BiSKIT consisting of an anti-PD1 antibody linked to an IL-2 super-agonist, were presented at the 10^th Annual Meeting of the International Cytokine & Interferon Society (Cytokines 2022).

Intellectual Property
The US Patent and Trademark Office (USPTO) issued U.S. Patent No. 11,117,943, titled “Superagonists and Antagonists of Interleukin-2” increasing the patent estate to 50 issued patents and 62 patent applications filed. This patent provides intellectual property (IP) protection for methods of treating leukemia using IL-2 muteins that have an increased binding capacity for IL-2Rβ and a decreased binding capacity for IL-2Rγc. Unlike MDNA109, such IL-2 superkines act as IL-2 partial agonist and antagonists (MDNA209 platform) in applications where inhibition of IL-2 and/or IL-15 functions is useful (e.g., adult T cell leukemia, auto-immune diseases, graft versus host disease, etc).

Financing
In August 2022, Medicenna raised gross proceeds of approximately US$20 million through an underwritten public offering. In addition to strengthening the Company’s balance sheet, the offering added new healthcare focused institutional investors to Medicenna’s shareholder base.

Expected Upcoming Milestones

New safety, pharmacokinetic (PK), and pharmacodynamic (PD) data from the ABILITY study’s first four dose escalation cohorts will be presented next week at the Society for Immunotherapy of Cancer’s (SITC) 37^th Annual Meeting.

Updated anti-tumor activity data from the ABILITY study’s escalation cohorts are expected in calendar Q1-2023.

Early anti-tumor activity data from the ABILITY study’s single agent expansion phase are expected in mid-2023.

Early anti-tumor activity data from the ABILITY study’s combination arm are expected in Q4-2023.

Financial Results

Medicenna had cash, cash equivalents, and marketable securities of $40 million at September 30, 2022. These funds provide the Company with sufficient capital to execute its current planned expenditures through the completion of the ABILITY study, important upcoming catalysts as described above, and into Q2 calendar 2024 based on its current plans and projections.

Net loss for the quarter ended September 30, 2022, was $0.9 million, or ($0.01) per share, compared to a loss of $8.2 million, or ($0.15) per share for the quarter ended September 30, 2021. The significant decrease in net loss for the quarter ended September 30, 2022, compared with the quarter ended September 30, 2021, was primarily a result of a foreign exchange gain of $1.9 million on our USD cash balances due to the strength of the US dollar during the current quarter, a non-cash gain of $1.8 million related to the change in valuation of a non-cash warrant liability associated with the August 2022 financing as well a reduction in R&D expenses in the current year period.

Research and development expenses of $2.4 million were incurred during the quarter ended September 30, 2022, compared with $6.3 million incurred in the quarter ended September 30, 2021. The decrease in research and development expenses in the current fiscal year’s quarter is primarily attributed to costs associated with the development of MDNA11 incurred in the prior year including GMP manufacturing and IND enabling studies for which no comparable expenses were incurred in the current year. The reduction in MDNA11 development expenses was partially offset by higher clinical costs in the current year period.

General and administrative expenses of $2.4 million were incurred during the quarter ended September 30, 2022, compared with $2.0 million during the quarter ended September 30, 2021. The increase in general and administrative expenses is primarily attributed to one-time transaction costs of $0.7 million related to the warrant liability derivative associated with the August 2022 financing for which there was no comparable expense in the prior year period.

Medicenna’s condensed consolidated interim financial statements for the quarter ended September 30, 2022 and the related management’s discussion and analysis (MD&A) will be available on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

Conference Call and Webcast
Medicenna will host a conference call and webcast today at 8:30 am ET. To access the call please dial 1-877-407-9716 from the United States or 1-201-493-6779 internationally and refer to conference ID: 13733195. To access the live webcast, visit this link to the event. Following the live webcast, an archived version of the call will be available on Medicenna’s website.

About the Phase 1/2 ABILITY Study
The ABILITY (A Beta-only IL-2 ImmunoTherapY) study is designed to assess the safety, pharmacokinetics, pharmacodynamics, and anti-tumor activity of various doses of intravenously administered MDNA11 in patients with advanced, relapsed, or refractory solid tumors. The trial includes an MDNA11 monotherapy arm, as well as a combination arm designed to evaluate MDNA11 with KEYTRUDA^® (pembrolizumab). Approximately 100 patients are expected to be enrolled into the ABILITY Study. Following establishment of the recommended Phase 2 dose (RP2D) and optimal treatment schedule in the study’s dose escalation phase, Medicenna plans to conduct a dose expansion phase that will enroll patients with renal cell carcinoma, melanoma, and other solid tumors in monotherapy and combination settings. For more information, see ClinicalTrials.gov Identifier: NCT05086692.

KEYTRUDA^® is a registered trademark of Merck Sharp & Dohme LLC, a subsidiary of Merck & Co., Inc., Rahway, NJ, USA.

About Medicenna
Medicenna is a clinical stage immunotherapy company focused on the development of novel, highly selective versions of IL-2, IL-4 and IL-13 Superkines and first in class Empowered Superkines. Medicenna’s long-acting IL-2 Superkine, MDNA11, is a next-generation IL-2 with superior CD122 (IL-2 receptor beta) binding without CD25 (IL-2 receptor alpha) affinity thereby preferentially stimulating cancer killing effector T cells and NK cells. Medicenna’s early-stage BiSKITs™ program, (Bifunctional SuperKine ImmunoTherapies) is designed to enhance the ability of Superkines to treat immunologically “cold” tumors. Medicenna’s IL-4 Empowered Superkine, MDNA55, has been studied in 5 clinical trials including a Phase 2b trial for recurrent GBM, the most common and uniformly fatal form of brain cancer. MDNA55 has obtained Fast-Track and Orphan Drug status from the FDA and FDA/EMA, respectively.

Forward-Looking Statements
This news release contains forward-looking statements within the meaning of applicable securities laws that relate to the future operations of the Company, plans and projections and other statements that are not historical facts including, but not limited to, statements related to the clinical potential, development of MDNA11 and the expected timing and milestones for the presentation of new data related thereto, cash runway, the clinical trial collaboration and supply agreement with Merck (known as MSD outside the United States and Canada) to evaluate MDNA11 in combination with KEYTRUDA^® (pembrolizumab), the potential of the Superkines and BiSKITs (Bifunctional SuperKine ImmunoTherapies), the diversification of the pipeline and planned expenditures. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expect”, “believe”, “seek”, “potentially” and similar expressions. All statements other than statements of historical fact, included in this release, including, but not limited to, MDNA11’s ultimate treatment potential and statements on the future plans and objectives of the Company, are forward-looking statements that are subject to risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include the risks detailed in the latest Annual Information Form and Annual Report on Form 20-F of the Company and in other filings made by the Company with the applicable securities regulators from time to time in Canada and the United States.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date hereof and except as required by law, we do not intend and do not assume any obligation to update or revise publicly any of the included forward-looking statements.

Further Information

For further information about the Company please contact:

Elizabeth Williams, Chief Financial Officer, 416-648-5555, ewilliams@medicenna.com

Investor Contact

For more investor information, please contact:

Dan Ferry, Managing Director, LifeSci Advisors, 617-430-7576, daniel@lifesciadvisors.com