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Private company

CARGO Therapeutics, Inc.

American biological products company based in San Mateo1

In its 2025 annual report the company says: “We are a clinical-stage biotechnology company focused on designing, engineering and developing next generation, potentially curative cell therapies for cancer patients. Our programs, platforms, and manufacturing strategy are designed to directly address the limitations of approved chimeric antigen receptor (CAR) T-cell therapies.”7

Last updated Oct 21, 2026.

Overview

  • IndustryBiological Products, (No Diagnostic Substances)1
  • HeadquartersSan Carlos, California1
  • Incorporated inDE2
  • Business address835 Industrial Road, Suite 400, San Carlos, Ca 940702
  • Filer category, Emerging growth company2
  • Legal formCorporation

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Operating income34-$187.4M in 2024+439% since 2022
-$200.0M-$150.0M-$100.0M-$50.0M02022: -$34.8M-$34.8M20222023: -$96.7M-$96.7M2023+178%2024: -$187.4M-$187.4M2024+94%
Net income34-$167.5M in 2024+309% since 2022
-$200.0M-$150.0M-$100.0M-$50.0M02022: -$41.0M-$41.0M20222023: -$98.1M-$98.1M2023+140%2024: -$167.5M-$167.5M2024+71%
Fiscal year20212022202320242025
Research and development$29.4M3$75.8M4$143.4M4
Operating expenses$34.8M3$96.7M4$187.4M4
Operating income-$34.8M3-$96.7M4-$187.4M4
Interest$4.9M3$1.6M4$04
Net income-$41.0M3-$98.1M4-$167.5M4
Earnings per share-$104.403-$16.534-$3.724
Earnings per share (diluted)-$104.403-$16.534-$3.724
Shares (weighted, basic)392.3K shares35.9M shares445.0M shares4
Shares (weighted, diluted)392.3K shares35.9M shares445.0M shares4

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Corporate structure

CARGO Therapeutics, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of CARGO Therapeutics, Inc.

  • Madison Avenue Partners, LP Filed SCHEDULE 13G/A on CARGO Therapeutics, Inc., latest Nov 14, 2025 (3 filings since Apr 28, 2025)
  • RTW INVESTMENTS, LP Filed SCHEDULE 13G/A on CARGO Therapeutics, Inc., latest Nov 14, 2025 (4 filings since Nov 24, 2023)
  • Samsara BioCapital, L.P. Filed SCHEDULE 13G/A on CARGO Therapeutics, Inc., latest Nov 14, 2025 (3 filings since Nov 21, 2023)
  • Nextech VII GP S.a r.l. Filed SCHEDULE 13G/A on CARGO Therapeutics, Inc., latest Nov 14, 2025 (2 filings since Nov 21, 2023)
  • TANG CAPITAL MANAGEMENT LLC Filed SCHEDULE 13D/A on CARGO Therapeutics, Inc., latest Aug 21, 2025 (3 filings since Feb 21, 2025)
  • FMR LLC Filed SCHEDULE 13G/A on CARGO Therapeutics, Inc., latest Aug 7, 2025 (5 filings since Dec 11, 2023)
  • Cormorant Asset Management, LP Filed SCHEDULE 13G on CARGO Therapeutics, Inc., latest May 15, 2025
  • Janus Henderson Group Ltd. Filed SCHEDULE 13G/A on CARGO Therapeutics, Inc., latest May 14, 2025 (4 filings since Feb 14, 2024)
  • PRICE T ROWE ASSOCIATES INC /MD/ Filed SCHEDULE 13G/A on CARGO Therapeutics, Inc., latest May 14, 2025 (3 filings since Feb 14, 2024)
  • PERCEPTIVE ADVISORS LLC Filed SCHEDULE 13G/A on CARGO Therapeutics, Inc., latest Apr 23, 2025 (3 filings since Nov 14, 2023)
  • BlackRock Filed SC 13G on CARGO Therapeutics, Inc., latest Nov 8, 2024 (2 filings since Oct 24, 2024)
  • Red Tree GP, LLC Filed SC 13G/A on CARGO Therapeutics, Inc., latest Oct 21, 2024 (2 filings since Nov 20, 2023)
  • CARGO Therapeutics, Inc. San Carlos, California

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What CARGO Therapeutics, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$15.6M4 Dec 31, 2024$12.3M4 Dec 31, 2023+26.8%
Accumulated depreciation$4.3M4 Dec 31, 2024$1.9M4 Dec 31, 2023+124.6%
Property and equipment, net$11.3M4 Dec 31, 2024$10.4M4 Dec 31, 2023+8.8%
Operating-lease assets (leased space)$23.5M4 Dec 31, 2024$28.2M4 Dec 31, 2023−16.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$64.4M4 Dec 31, 2024$405.7M4 Dec 31, 2023−84.1%
Marketable securities, current$275.3M4 Dec 31, 2024
Marketable securities, non-current$28.4M4 Dec 31, 2024

Properties, in its own words

Our principal office is currently located at 835 Industrial Road, San Carlos, California, where we lease an approximately 99,557 square foot facility, used as laboratory, research and office space which expires in May 2031. See Note 5 to our financial statements included elsewhere in this Annual Report on Form 10-K for additional information. We believe that our current facilities are suitable and adequate to meet our current needs.

Item 2 of the 10-K filed Mar 12, 2025.7

Leadership

Who has led CARGO Therapeutics, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Gina Chapman2023–now

President

  1. Gina Chapman2023–now

Chief financial officer

  1. Anup Radhakrishnan2023–now
2025
Board members and other officers (11)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorCassandra Gianna Luca named Mar 1, 202320
  • DirectorCrystal Mackall named Mar 1, 202320
  • DirectorHeath Lukatch named Mar 1, 202320
  • DirectorJeffrey Walsh named Mar 1, 202320

Timeline

  1. Aug 19, 20258-K Completed an acquisition or sale; Listing notice or transfer; Change to shareholders' rights21
  2. Jul 8, 20258-K Entered a material agreement; Regulation FD disclosure22
  3. Jul 2, 20258-K Entered a material agreement23
  4. Jun 20, 20258-K Shareholder vote24
  5. Mar 18, 20258-K Exit or restructuring costs; Executive or director change; Regulation FD disclosure25
  6. Feb 24, 20258-K Regulation FD disclosure26
  7. Jan 29, 20258-K Exit or restructuring costs27
  8. Jan 10, 20258-K Results of operations28
  9. Nov 12, 20248-K Results of operations29
  10. Aug 12, 20248-K Results of operations30
  11. Jul 8, 20248-K Entered a material agreement31
  12. Jun 4, 20248-K Executive or director change; Shareholder vote32
  13. Nov 9, 2023New chief executive Gina Chapman becomes CEO8

Calendar

When it reported results

  1. Jan 10, 2025Reported quarterly or annual results28
  2. Nov 12, 2024Reported quarterly or annual results29
  3. Aug 12, 2024Reported quarterly or annual results30
  4. May 14, 2024Reported quarterly or annual results33
  5. Mar 21, 2024Reported quarterly or annual results34
  6. Dec 13, 2023Reported quarterly or annual results35

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

191 filings to the SEC since October 2021: 2 annual reports, 6 quarterly reports, 20 major events, 66 insider forms, 36 large holders, 1 private raises, 60 other. The latest 20:

  1. Nov 14, 2025SCHEDULE 13G/A EDGAR
  2. Nov 14, 2025SCHEDULE 13G/A EDGAR
  3. Nov 14, 2025SCHEDULE 13G/A EDGAR
  4. Nov 14, 2025SCHEDULE 13G/A EDGAR
  5. Aug 29, 202515-12G NOTICE OF TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES EDGAR
  6. Aug 27, 2025EFFECT EDGAR
  7. Aug 27, 2025EFFECT EDGAR
  8. Aug 21, 2025POS AM POST EFFECTIVE AMENDMENT EDGAR
  9. Aug 21, 2025POS AM POST EFFECTIVE AMENDMENT EDGAR
  10. Aug 21, 2025AW WITHDRAWAL OF AMENDMENT TO A REGISTRATION STATEMENT EDGAR
  11. Aug 21, 2025AW WITHDRAWAL OF AMENDMENT TO A REGISTRATION STATEMENT EDGAR
  12. Aug 21, 2025SCHEDULE 13D/A EDGAR
  13. Aug 19, 2025S-8 POS POST EFFECTIVE AMENDMENT NO. 1 TO S-8 EDGAR
  14. Aug 19, 2025S-8 POS POST EFFECTIVE AMENDMENT NO. 1 TO S-8 EDGAR
  15. Aug 19, 2025S-8 POS POST EFFECTIVE AMENDMENT NO. 1 TO S-8 EDGAR
  16. Aug 19, 2025S-3/A AMENDMENT TO FORM S-3 EDGAR
  17. Aug 19, 2025S-3/A AMENDMENT TO FORM S-3 EDGAR
  18. Aug 19, 2025SC TO-T/A AMENDMENT TO FORM SC TO-T EDGAR
  19. Aug 19, 20254 EDGAR
  20. Aug 19, 20254 EDGAR

The 191 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

10 open-market trades by officers, directors and large owners since October 2021: 4 buys and 6 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jul 2, 2025Radhakrishnan AnupSee RemarksSale1,632$4.18$6.8KForm 4
May 14, 2025Radhakrishnan AnupSee RemarksSale27,404$3.84$105.2KForm 4
Apr 3, 2025Radhakrishnan AnupSee RemarksSale1,629$4.00$6.5KForm 4
Sep 19, 2024Chapman GinaPresident & CEOSale2,975$25.03$74.5KForm 4
Sep 18, 2024Chapman GinaPresident & CEOSale7,166$25.09$179.8KForm 4
Sep 18, 2024Radhakrishnan AnupSee RemarksSale1,600$25.28$40.4KForm 4
May 30, 2024Samsara BioCapital, L.P.10% ownerBuy294,000$17.00$5.0MForm 4
Nov 14, 2023AKKARAJU SRINIVAS10% ownerBuy666,666$15.00$10.0MForm 4
Nov 14, 2023EDELMAN JOSEPHBuy666,666$15.00$10.0MForm 4
Nov 14, 2023TRV GP V, LLC10% ownerBuy1,333,333$15.00$20.0MForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Gina Chapman$630.8K$9.3M49
2024Anup Radhakrishnan45$456.7K$4.0M49
2024Ginna LaportM.D.$505.8K$2.8M49
2023President and Chief Executive Officer$542.1K$5.0M49
2023Chief Financial Officer and Chief Operating Officer$416.0K$2.5M49
2023Chief Medical Officer$108.2K$2.3M49

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$68.8M 2023–2023
Money received by yearMoney received by year, 2023–2023: $68.8M in all. Private raises (Form D) $68.8M.$0$20M$40M$60M$80M2023 · Private raises (Form D): $68.8M2023
Figures by year
YearPrivate raises (Form D)Total
2023$68.8M$68.8M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Feb 9, 2023Raised $68.8 million in a private offering of equity20 Form D: $200.8 million offered in all Form D

SEC filer profile

How CARGO Therapeutics, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCARGO Therapeutics, Inc.1
  • CIK0001966494
  • Employer ID (EIN)84-40804227
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company7
  • Incorporated inDelaware7
  • Fiscal year endsDecember 311
  • Industry code (SIC)2836 Biological Products, (No Diagnostic Substances)1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address835 Industrial Road, Suite 400, San Carlos, CA 940701
  • Phone650-499-89501
  • Shares outstanding48,364,311 as of Aug 1, 20256
  • Public float$522.4M as of Jun 30, 20247
  • AuditorDeloitte & Touche LLP, San Francisco, California PCAOB ID 34; no auditor attestation of internal control over financial reporting7
  • On EDGAR sinceMar 1, 20231
  • Filings192 in all: 4 (50), 8-K (20), 3 (16), SCHEDULE 13G/A (13), SC 13G (11), SC 13G/A (7), 10-Q (6), CORRESP (6)1
    All 41 form types

    EFFECT (6), POS AM (4), UPLOAD (4), 424B3 (3), S-8 (3), S-8 POS (3), 10-K (2), 144 (2), AW (2), DEF 14A (2), DEFA14A (2), S-1 (2), S-1/A (2), S-3/A (2), SC 14D9/A (2), SC TO-T/A (2), SCHEDULE 13D/A (2), SCHEDULE 13G (2), SEC STAFF LETTER (2), 15-12G (1), 25-NSE (1), 424B4 (1), 8-A12B (1), CERT (1), D (1), DRS (1), DRS/A (1), DRSLTR (1), POSASR (1), S-3ASR (1), SC 14D9 (1), SC TO-T (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Mar 12, 2025
    Quarterly report (10-Q) Aug 6, 2025
    Proxy statement (DEF 14A) Apr 29, 2025
    Latest 8-K (8-K) Aug 19, 2025

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.001 per shareCRGXNasdaq Global Select Market

From the cover page of the 10-K filed Mar 12, 2025 (Section 12(b) of the Exchange Act).7

Risk factors and legal proceedings

The risks CARGO Therapeutics, Inc. names in Item 1A of its 10-K filed Mar 12, 2025: 75 risks under these headings, as written.7

  • Risks related to our limited operating history, financial condition and need for additional capital
  • We are a clinical-stage biotechnology company and have incurred significant losses since our inception, and we expect to incur losses for the foreseeable future. We have no products approved for commercial sale and may never achieve or maintain profitability.
  • Our limited operating history may make it difficult to evaluate our prospects and likelihood of success.
  • We will require additional funding in order to finance operations. If we are unable to raise capital when needed, or on acceptable terms, we could be forced to delay, reduce or eliminate our product development programs, commercialization efforts or other operations.
  • Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.
  • The substantial obligations from our license agreements may result in dilution to our stockholders, may be a drain on our cash resources or may cause us to incur debt obligations to satisfy the payment obligations.
  • Risks related to our business
  • If we are unable to successfully identify, develop, obtain regulatory approval and ultimately commercialize any of our current or future product candidates, or experience significant delays in doing so, our business, financial condition and results of operations will be materially adversely affected.
  • We may be unable to realize the level of the anticipated benefits that we expect from restructuring our operations, which may adversely impact our business and results of operations.
  • If our product candidates do not achieve projected development milestones or commercialization in the announced or expected timeframes, the further development or commercialization of such product candidates may be delayed, and our business will be harmed.
  • Our ability to develop our product candidates and our platform technologies, as well as our future growth, depends on attracting, hiring and retaining our key personnel and recruiting additional qualified personnel.
  • We operate in highly competitive and rapidly changing industries, which may result in others discovering, developing or commercializing competing products before or more successfully than we do.
The other 64 risks
  • We may expend our limited resources to pursue a particular product candidate, indication or platform technology and fail to capitalize on product candidates, indications or platform technologies that may be more profitable or for which there is a greater likelihood of success.
  • Our product candidates and platform technologies are based on novel technologies, which makes it difficult to predict the time and cost of product candidate development and obtaining regulatory approval.
  • Developing process and analytical methods for cell therapy products is complex and challenging. Unexpected technical challenges could arise during CMC development and manufacturing that may result in substantial timeline delays.
  • The estimates of market opportunity and forecasts of market growth included in our SEC filings or press releases may prove to be smaller than we believe, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, or at all.
  • Even if approved, our products may not gain market acceptance, in which case we may not be able to generate product revenues, which will materially adversely affect our business, financial condition and results of operations.
  • We currently have no marketing, sales or supply chain infrastructure and we must either build out a sales and marketing infrastructure or outsource this function to a third-party. Either of these commercialization strategies carries substantial risks to us.
  • We may become exposed to costly and damaging liability claims, either when testing our product candidates in the clinic or at the commercial stage, and our product liability insurance may not cover all damages from such claims.
  • We may not realize the benefits of technologies that we have acquired, or will acquire in the future, or other strategic transactions that we have or will consummate.
  • Our information technology systems, or those used by our third-party contract research organizations or other contractors or consultants, may fail or suffer security breaches.
  • We are subject to stringent and evolving U.S. and foreign laws, regulations, rules, contractual obligations, policies and other obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation (including class claims) and mass arbitration demands; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse business consequences.
  • Negative public opinion and increased regulatory scrutiny of research and therapies involving gene editing may damage public perception of our product candidates or adversely affect our ability to conduct our business or obtain regulatory approvals for our product candidates.
  • Risks related to the regulatory environment for the development and commercialization of our product candidates
  • The regulatory landscape that will apply to development of our product candidates is rigorous, complex, uncertain and subject to change, which could result in delays or termination of development of such product candidates or unexpected costs in obtaining regulatory approvals.
  • Clinical and preclinical development involves a lengthy and expensive process with an uncertain outcome. Any difficulties or delays in the commencement or completion, or the termination or suspension, of our current or planned clinical trials could result in increased costs to us, delay or limit our ability to generate revenue or adversely affect our commercial prospects.
  • We may find it difficult to enroll patients in our clinical trials. If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.
  • Use of our product candidates could be associated with adverse side effects, adverse events or other properties or safety risks, which could delay or preclude approval, cause us to suspend or discontinue clinical trials, abandon a product candidate, limit the commercial profile of an approved product or result in other significant negative consequences that could severely harm our business, prospects, operating results and financial condition.
  • Interim, “topline” and preliminary data from our clinical trials and preclinical studies that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.
  • The regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time-consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for our product candidates, our business will be substantially harmed.
  • If we are required by the FDA to obtain approval of a companion diagnostic in connection with approval of any of our product candidates, and we do not obtain, or face delays in obtaining, FDA approval of such companion diagnostic, we will not be able to commercialize such product candidate and our ability to generate revenue will be materially impaired.
  • A designation from the FDA, even if granted for any of our product candidates, may not lead to a faster development or regulatory review or approval process, and does not increase the likelihood that our product candidates will receive FDA approval.
  • Disruptions at the FDA and other government agencies caused by funding shortages, staffing limitations or global health concerns could hinder their ability to hire, retain or deploy key leadership and other personnel, prevent new or modified products from being developed, review, approved or commercialized in a timely manner or at all, which could negatively impact our business.
  • Even if we obtain FDA approval for any of our product candidates in the United States, we may never obtain approval for or commercialize such candidates in any other jurisdiction, which would limit our ability to realize their full market potential.
  • Even if we receive regulatory approval for any product candidate, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense.
  • The FDA and other regulatory agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses.
  • Any product candidates for which we intend to seek approval as biologic products may face competition sooner than anticipated.
  • The successful commercialization of our product candidates, if approved, will depend in part on the extent to which governmental authorities and health insurers establish coverage, adequate reimbursement levels and favorable pricing policies. Failure to obtain or maintain coverage and adequate reimbursement for our products could limit our ability to market those products and decrease our ability to generate revenue.
  • Recently enacted legislation, future legislation and healthcare reform measures may increase the difficulty and cost for us to obtain regulatory approval for and commercialize our product candidates and may affect the prices we may set.
  • We are subject to various U.S. federal, state and foreign healthcare laws and regulations, which could increase compliance costs, and our failure to comply with these laws and regulations could harm our reputation, subject us to significant fines and liability or otherwise adversely affect our business.
  • Our employees, independent contractors, principal investigators, consultants, commercial partners and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.
  • Risks related to our dependence on third parties
  • We rely on third parties to conduct our clinical trials and preclinical studies. If these third parties do not successfully carry out their contractual duties, comply with applicable regulatory requirements or meet expected deadlines, our development programs and our ability to seek or obtain regulatory approval for or commercialize our product candidates may be delayed.
  • We currently rely on third parties for the manufacture of our product candidates during clinical development, and expect to continue to rely on third parties for the foreseeable future. This reliance on third parties increases the risk that we will not have sufficient quantities of critical reagents, raw materials and our final product candidates, or such quantities at an acceptable cost, which could delay, prevent or impair our development or potential commercialization efforts.
  • Supply sources could be interrupted from time to time and, if interrupted, there is no guarantee that supplies could be resumed within a reasonable time frame and at an acceptable cost or at all.
  • We may not realize the benefits of any licensing arrangement, and if we fail to enter into new strategic relationships our business, financial condition, commercialization prospects and results of operations may be materially adversely affected.
  • Risks related to intellectual property
  • We depend on intellectual property licensed from third parties and we are currently party to in-license agreements under which we acquired rights to use, develop, manufacture and/or commercialize certain of our proprietary technologies and product candidates. If we breach our obligations under these agreements or if any of these agreements is terminated, or otherwise experience disruptions to our business relationships with our licensors, we may be required to pay damages, lose our rights to such intellectual property and technology, or both, which would harm our business.
  • We depend, in part, on our licensors to file, prosecute, maintain, defend and enforce certain patents and patent applications that are material to our business.
  • We may not be successful in obtaining or maintaining necessary rights for our product pipeline which may cause us to operate our business in a more costly or otherwise adverse manner that was not anticipated.
  • We may be dependent on intellectual property for which development was funded or otherwise assisted by, the U.S. government and/or government agencies, such as The National Cancer Institute, for development of our technology and product candidates. Failure to meet our own obligations to such government agencies, may result in the loss of our rights to such intellectual property, which could harm our business.
  • Our proprietary position may depend upon patents that are manufacturing, formulation or method-of-use patents, which may not prevent a competitor or other third party from using the same product candidate for another use.
  • We may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop and market our products.
  • Intellectual property rights do not necessarily address all potential threats to our competitive advantage.
  • Confidentiality agreements with employees and third parties may not prevent unauthorized disclosure of trade secrets and other proprietary information. If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
  • We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties.
  • We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our competitors or are in breach of non-competition or non-solicitation agreements with our competitors.
  • Third-party claims of intellectual property infringement against us or our collaborators may prevent or delay our product discovery and development efforts.
  • We may not be able to protect our intellectual property rights throughout the world.
  • We may be involved in lawsuits to protect or enforce our patents or other intellectual property or the intellectual property of our licensors, which could be expensive, time-consuming and unsuccessful.
  • Issued patents covering our product candidates could be found invalid or unenforceable if challenged in court or before the USPTO or comparable foreign authority.
  • Changes in U.S. patent law or the patent laws of other countries could diminish the value of patents in general, thereby impairing our ability to protect our products.
  • Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
  • The terms of our patents may not be sufficient to effectively protect our products and business.
  • Our use of open-source software could impose limitations on our ability to commercialize our product candidates.
  • We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property.
  • If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
  • Risks related to ownership of our common stock
  • Our stock price has been, and is likely to continue to be highly volatile or may decline regardless of our operating performance, resulting in substantial losses for investors.
  • Our operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause our stock price to fluctuate or decline.
  • Failure to establish and maintain effective internal control over financial reporting could have a material adverse effect on our ability to report our financial condition, results of operations, or cash flows accurately and on a timely basis and could harm our reputation.
  • An active, liquid trading market for our common stock may not be maintained.
  • Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.
  • Sales of a substantial number of shares of our common stock by our existing stockholders in the public market could cause our stock price to fall.
  • We do not currently intend to pay dividends on our common stock, so any returns will be limited to the value of our common stock.
  • Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws and Delaware law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our common stock.
  • Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders and that the federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees or the underwriters or any offering giving rise to such claim.
  • Our ability to use our net operating loss carryforwards and other tax attributes may be limited.
  • General Risk Factors
  • If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business or our market, or if they change their recommendations regarding our common stock adversely, the trading price or trading volume of our common stock could decline.

Legal proceedings

We are not currently a party to any material legal proceedings. From time to time, we may, however, in the ordinary course of business become involved in legal proceedings. Regardless of outcome, litigation could have a material adverse effect on us due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors, and there can be no assurances that favorable outcomes will be obtained.

The opening of Item 3, Legal Proceedings.7

Sources

The numbers on this page point here. Each one links to the record it came from.

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  28. 28
  29. 29
  30. 30
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49