CGEM on Nasdaq

Cullinan Oncology

Biopharmaceutical company based in Cambridge1

In its 2026 annual report the company says: “We are a biopharmaceutical company developing potential first- or best-in-class, high-impact therapies for autoimmune diseases and cancer. We pursue promising therapeutic targets while leveraging core expertise in T cell engagers, which are established in oncology and are now advancing into autoimmune diseases.”5 Its shares trade on Nasdaq under the symbol CGEM.1

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Last updated Oct 21, 2026.

Overview

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  • TickerCGEM on Nasdaq1
  • IndustryBiological Products, (No Diagnostic Substances)1
  • HeadquartersCambridge1
  • Websitecullinanoncology.com
  • Incorporated inDE3
  • Business addressOne Main Street, Suite 1350, Cambridge, Ma 021423
  • Filer categoryNon-accelerated filer, Smaller reporting company3

We are a biopharmaceutical company developing potential first- or best-in-class, high-impact therapies for autoimmune diseases and cancer. We pursue promising therapeutic targets while leveraging core expertise in T cell engagers, which are established in oncology and are now advancing into autoimmune diseases. With a clinical-stage pipeline built on a rigorous scientific approach and purposeful innovation, we are advancing our mission to deliver new standards of care for patients. Our current programs are summarized in the diagram and bullets below:5 From its latest annual report

Financials

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

Key numbers, fiscal 2022

-100.0%Revenue growth, 20226
20.8%Return on equity7
-$127.8MFree cash flow7

Financial statements

Revenue86$0 in 2022
0$5.0M$10.0M$15.0M$20.0M2020: $0$020202021: $18.9M$18.9M20212022: $0$02022
Operating income867$144.6M in 2022
-$100.0M0$100.0M$200.0M2020: -$60.3M-$60.3M20202021: -$68.0M-$68.0M2021+13%2022: $144.6M$144.6M2022
Net income867$111.2M in 2022
-$100.0M-$50.0M0$50.0M$100.0M$150.0M2020: -$51.8M-$51.8M20202021: -$65.6M-$65.6M2021+27%2022: $111.2M$111.2M2022

Every line of the income statement as filed: the last 2 fiscal years, latest first.11

Period ending2025-12-312024-12-31
Research and development$187.4M$142.9M
General and administrative expense$54.2M$54.0M
Total operating expenses$241.6M$196.9M
Loss from operations-$241.6M-$196.9M
Interest income$22.2M$29.7M
Other income (expense), net-$443.0K-$199.0K
Net loss before income taxes-$219.9M-$167.5M
Effective tax rate$0$117.0K
Net loss-$219.9M-$167.6M
Net loss attributable to noncontrolling interests$0-$192.0K
Net loss attributable to Cullinan-$219.9M-$167.4M
Unrealized gain (loss) on investments$1.2M-$4.0K
Comprehensive loss-$218.7M-$167.6M
Comprehensive loss attributable to noncontrolling interests$0-$192.0K
Comprehensive loss attributable to Cullinan-$218.7M-$167.4M

Compare Cullinan Oncology with another company

Corporate structure

Cullinan Oncology sits at the top of its group. 5 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Cullinan Oncology

  • Cullinan Oncology Cambridge
    • Cullinan Amber Corp. Subsidiary · Delaware, United States
    • Cullinan Florentine Corp. Subsidiary · Delaware, United States
    • Cullinan Mica Corp. Subsidiary · Delaware, United States
    • Cullinan Securities Corp. Subsidiary · Massachusetts, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Cullinan Oncology 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$1.4M11 Dec 31, 2025$1.3M11 Dec 31, 2024+3.7%
Accumulated depreciation$969.0K11 Dec 31, 2025$658.0K11 Dec 31, 2024+47.3%
Property and equipment, net$421.0K11 Dec 31, 2025$683.0K11 Dec 31, 2024−38.4%
Operating-lease assets (leased space)$2.6M11 Dec 31, 2025$1.7M11 Dec 31, 2024+57.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$88.3M11 Dec 31, 2025$83.0M11 Dec 31, 2024+6.4%
Marketable securities, current$289.6M11 Dec 31, 2025$316.0M11 Dec 31, 2024−8.4%
Debt securities available for sale$347.8M11 Dec 31, 2025$520.4M11 Dec 31, 2024−33.2%
Long-term investments$58.3M11 Dec 31, 2025$204.4M11 Dec 31, 2024−71.5%

Properties, in its own words

Our corporate headquarters is located in Cambridge, Massachusetts, where we lease and occupy approximately 14,000 square feet of office space in a multi-tenant building. The current term of our Cambridge lease expires in September 2028. We believe our existing facilities are sufficient for our needs for the foreseeable future.

Item 2 of the 10-K filed Mar 10, 2026.5

Leadership

Who has led Cullinan Oncology, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (18)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Cullinan Amber Corp. Delaware4
  • Cullinan Florentine Corp. Delaware4
  • Cullinan Mica Corp. Delaware4
  • Cullinan Securities Corp. Massachusetts4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Cullinan Oncology, Inc.Feb 26, 2021 to Apr 2, 20243
  • Cullinan Management, Inc.Dec 1, 2020 to Feb 22, 20213
  • Cullinan Oncology, LLCNov 2, 2020 to Jan 6, 20213

Timeline

  1. Oct 2, 20268-K Regulation FD disclosure; Other events32
  2. Sep 24, 20268-K Regulation FD disclosure; Other events33
  3. Sep 14, 20268-K Regulation FD disclosure; Other events34
  4. Aug 13, 20268-K Regulation FD disclosure; Other events35
  5. Aug 6, 20268-K Results of operations36
  6. Jun 16, 20268-K Shareholder vote37
  7. Jun 10, 20268-K Regulation FD disclosure; Other events38
  8. Jun 8, 20268-K Regulation FD disclosure; Other events39
  9. May 18, 20268-K Regulation FD disclosure; Other events40
  10. May 7, 20268-K Results of operations41
  11. Mar 10, 20268-K Results of operations42
  12. Jan 8, 20268-K Results of operations; Regulation FD disclosure; Other events43
  13. Oct 20, 2021New chief executive Nadim Ahmed becomes CEO13
  14. Jan 7, 2021New chief executive Owen Hughes becomes CEO12

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.77) a share, on Nov 6, 2025.44

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results36
  2. May 7, 2026Reported quarterly or annual results41
  3. Mar 10, 2026Reported quarterly or annual results42
  4. Jan 8, 2026Reported quarterly or annual results43
  5. Nov 6, 2025Reported quarterly or annual results45
  6. Aug 7, 2025Reported quarterly or annual results46
  7. May 8, 2025Reported quarterly or annual results47
  8. Feb 27, 2025Reported quarterly or annual results48

Drug trials and FDA: recently

  1. Oct 13, 2025Phase 1/2 trial completed Phase 1/2 trial of CLN-081 in Non Small Cell Lung Cancer: primary completion Oct 13, 2025, no results posted yet (ClinicalTrials.gov NCT04036682).49

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). Trials from ClinicalTrials.gov, as the sponsor registered them (expected dates are the sponsor's own and often move); approvals and advisory committee meetings from the FDA. The FDA does not publish its decision (PDUFA) dates. The full markets calendar

Filings

370 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 58 major events, 197 insider forms, 43 large holders, 52 other. The latest 20:

  1. Oct 2, 20268-K EDGAR
  2. Sep 24, 20268-K EDGAR
  3. Sep 14, 20268-K EDGAR
  4. Sep 10, 20264 EDGAR
  5. Sep 8, 2026144 EDGAR
  6. Aug 14, 20264 EDGAR
  7. Aug 14, 2026SCHEDULE 13G/A EDGAR
  8. Aug 14, 2026SCHEDULE 13G EDGAR
  9. Aug 13, 2026144 EDGAR
  10. Aug 13, 20268-K EDGAR
  11. Aug 7, 2026SCHEDULE 13G EDGAR
  12. Aug 6, 202610-Q EDGAR
  13. Aug 6, 20268-K EDGAR
  14. Jul 7, 20264 EDGAR
  15. Jul 6, 2026144 EDGAR
  16. Jul 2, 20264 EDGAR
  17. Jul 2, 20264 EDGAR
  18. Jun 18, 20264 EDGAR
  19. Jun 18, 20264 EDGAR
  20. Jun 18, 20264 EDGAR

The 370 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

117 open-market trades by officers, directors and large owners since October 2021: 13 buys and 104 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 8, 2026Michaelson JenniferChief Scientific OfficerSale8,000$21.57$172.6KForm 4
Aug 13, 2026Michaelson JenniferChief Scientific OfficerSale30,000$20.26$607.8KForm 4
Jul 6, 2026Michaelson JenniferChief Scientific OfficerSale8,000$17.82$142.6KForm 4
May 5, 2026Michaelson JenniferChief Scientific OfficerSale8,000$14.62$117.0KForm 4
Mar 5, 2026Michaelson JenniferChief Scientific OfficerSale8,000$15.68$125.4KForm 4
Feb 25, 2026Michaelson JenniferChief Scientific OfficerSale1,780$14.14$25.2KForm 4
Feb 24, 2026Michaelson JenniferChief Scientific OfficerSale3,601$14.47$52.1KForm 4
Feb 24, 2026AHMED NADIMPresident and CEOSale13,515$14.47$195.6KForm 4
Feb 24, 2026Jones Jeffrey AlanChief Medical OfficerSale4,582$14.47$66.3KForm 4
Feb 24, 2026SUMER JACQUELYN LChief Legal OfficerSale3,601$14.47$52.1KForm 4
Feb 23, 2026Michaelson JenniferChief Scientific OfficerSale1,752$13.99$24.5KForm 4
Feb 20, 2026Fenton Mary KayChief Financial OfficerSale4,398$13.62$59.9KForm 4
Feb 20, 2026Jones Jeffrey AlanChief Medical OfficerSale4,982$13.62$67.9KForm 4
Feb 20, 2026Michaelson JenniferChief Scientific OfficerSale11,742$14.08$165.4KForm 4
Feb 20, 2026SUMER JACQUELYN LChief Legal OfficerSale3,742$13.62$51.0KForm 4
Feb 20, 2026AHMED NADIMPresident and CEOSale16,381$13.62$223.1KForm 4
Feb 12, 2026Michaelson JenniferChief Scientific OfficerSale416$12.03$5.0KForm 4
Jan 22, 2026Michaelson JenniferChief Scientific OfficerSale4,000$12.30$49.2KForm 4
Dec 23, 2025AHMED NADIMPresident and CEOSale9,922$10.01$99.3KForm 4
Dec 19, 2025Michaelson JenniferChief Scientific OfficerSale1,345$10.01$13.5KForm 4

All 117 trades can be filtered by person here when JavaScript is on.

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
2025Nadim Ahmed58$698.5K$5.1M64
2025Jeffrey JonesM.D.55$529.8K$2.2M64
2025Mary Kay Fenton62$512.3K$2.1M64
2024President and Chief Executive Officer$674.9K$7.7M64
2024Chief Financial Officer$333.8K$4.1M64
2024Chief Medical Officer$511.9K$3.4M64

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Mpm Bioimpact LLC9,731,341$177.2M10.8%+2,083,073
Lynx1 Capital Management LP8,963,500$163.2M18.9%No change
Bvf Inc/il5,750,683$104.7M2.7%No change
BlackRock, Inc.5,232,766$95.3M0.0%+782,800
State Street Corp3,668,627$66.8M0.0%+1,124,512
Kynam Capital Management, LP3,114,132$56.7M3.1%No change
Vanguard Capital Management LLC2,614,066$47.6M0.0%+131,032
Rtw Investments, LP2,364,347$43.1M0.4%+658,387
Siren, L.L.C.1,893,410$34.5M0.7%+700,000
Geode Capital Management, LLC1,547,309$28.2M0.0%+179,041
Blue Owl Capital Holdings LP1,539,764$28.0M4.3%−370,000
Venrock Adviser, LLC1,379,965$25.1M0.8%No change
Boothbay Fund Management, LLC1,082,611$19.7M0.4%−30,192
Dimensional Fund Advisors LP1,046,694$19.1M0.0%+140,666
Goldman Sachs Group Inc1,001,598$18.2M0.0%+546,149
Affinity Asset Advisors, LLC875,760$15.9M0.8%+94,500
Vanguard Portfolio Management LLC738,741$13.5M0.0%+186,188
Boone Capital Management LLC704,442$12.8M3.0%New
Elmind Capital, LP690,000$12.6M3.2%+160,000
Morgan Stanley629,035$11.5M0.0%+39,552
Twin Focus Capital Partners, LLC595,489$10.8M1.1%No change
Aqr Capital Management LLC581,338$10.6M0.0%+220,464
Northern Trust Corp571,080$10.4M0.0%+121,822
Bank Of America Corp /de/510,325$9.3M0.0%−6,399
Nuveen, LLC471,947$8.6M0.0%−333,753

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

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

  • Name on EDGARCullinan Therapeutics, Inc.2
  • CIK0001789972
  • Employer ID (EIN)81-38799915
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 312
  • Industry code (SIC)2836 Biological Products, (No Diagnostic Substances)2
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance2
  • Business addressOne Main Street, Suite 1350, Cambridge, MA 021422
  • Phone617-410-46502
  • Shares outstanding64,354,694 as of Jul 31, 202610
  • Public float$442.2M as of Jun 30, 20255
  • AuditorKPMG LLP, Boston, Massachusetts PCAOB ID 185; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceNov 2, 20202
  • Filings464 in all: 4 (220), 8-K (66), 3 (27), 144 (20), 10-Q (17), SC 13G/A (16), SC 13G (12), SCHEDULE 13G/A (10)2
    All 36 form types

    CORRESP (9), S-8 (7), 10-K (6), DEF 14A (6), DEFA14A (6), SCHEDULE 13G (6), UPLOAD (5), 4/A (3), ARS (3), EFFECT (3), S-1/A (3), S-3 (2), SEC STAFF LETTER (2), 3/A (1), 424B3 (1), 424B4 (1), 5 (1), 8-A12B (1), 8-K/A (1), CERT (1), DRS (1), DRS/A (1), DRSLTR (1), S-1 (1), S-1MEF (1), S-3/A (1), S-3ASR (1), SC 13D (1)

  • Latest filingsAnnual report (10-K) Mar 10, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 28, 2026
    Latest 8-K (8-K) Oct 2, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareCGEMThe Nasdaq Global Select Market

From the cover page of the 10-K filed Mar 10, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Cullinan Oncology names in Item 1A of its 10-K filed Mar 10, 2026: 71 risks under these headings, as written.5

  • Risks Related to the Development of Our Product Candidates
  • Our preclinical studies and clinical trials may fail to demonstrate adequately the safety and efficacy of any of our product candidates, which would prevent or delay development, regulatory approval, and commercialization.
  • Preclinical and clinical development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future preclinical studies or clinical trial results. If our preclinical studies and clinical trials are not sufficient to support regulatory approval of any of our product candidates, we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development of such product candidate.
  • We may encounter substantial delays in preclinical studies and clinical trials or may not be able to conduct or complete preclinical studies or clinical trials on the expected timelines, if at all.
  • We are early in our development efforts, with the exception of zipalertinib, and are substantially dependent on our lead product candidates. If we are unable to advance these or any of our other current and future product candidates through clinical development, or to obtain regulatory approval and ultimately commercialize any such product candidates, either by ourselves or with or by third parties or if we experience significant delays in doing so, our business may be materially harmed.
  • Difficulty in enrolling patients has delayed, and in the future could delay or prevent, clinical trials of our product candidates and ultimately delay or prevent regulatory approval.
  • Interim, “topline”, and preliminary data from our clinical trials that we announce or publish may change as more patient data become available and are subject to confirmation, audit, and verification procedures that could result in material changes in the final data.
  • We may not be able to file INDs, IND amendments or other similar regulatory submissions outside of the U.S. to commence additional clinical trials on the timelines we expect, and even if we are able to, the FDA or foreign regulatory authorities may not permit us to proceed.
  • Our product candidates may cause undesirable side effects or have other properties that delay or prevent their regulatory approval, limit their commercial potential, or result in significant negative consequences following any potential marketing approval.
  • Since the number of patients that have been and will be dosed in our ongoing clinical trials is small, the results from such clinical trials, once completed, may be less reliable than results achieved in larger clinical trials, which may hinder our efforts to obtain regulatory approval for our product candidates.
  • We are currently conducting and may in the future conduct clinical trials for product candidates outside the U.S., and the FDA and comparable foreign regulatory authorities may not accept data from such trials.
  • We may develop product candidates in combination with other therapies, which would expose us to additional risks.
The other 60 risks
  • If we are unable to successfully validate, develop, and obtain regulatory approval for any required companion diagnostic tests for our product candidates or experience significant delays in doing so, we may fail to obtain approval or may not realize the full commercial potential of these product candidates.
  • Risks Related to Our Financial Condition and Capital Requirements
  • Our limited operating history may make it difficult for you to evaluate the success of our business to date and to assess our future viability.
  • We have incurred significant losses since inception, and we expect to incur losses over the next several years and may not be able to achieve or sustain revenues or profitability in the future.
  • We have not generated any revenue from the sale of our product candidates and may never be profitable.
  • We will require substantial additional funding to develop and commercialize our current and future product candidates. If we are unable to raise capital when needed, we would be compelled to delay, reduce, or eliminate our product development programs or other operations.
  • If we engage in acquisitions or strategic partnerships, this may increase our capital requirements, dilute our stockholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks.
  • Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates on unfavorable terms to us.
  • Our stockholders will experience substantial additional dilution if outstanding stock options are exercised for common stock.
  • Our operations and financial condition have been and could continue to be adversely affected by global and regional economic conditions in ways we may not be able to predict or control.
  • Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses.
  • Risks Related to Our Corporate Structure
  • We may not be successful in our efforts to build a pipeline of product candidates with commercial value.
  • We may expend our limited resources to pursue a particular product candidate or indication and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success.
  • Certain agreements provide our licensors, collaborators, or other shareholders in our CLN-049 development subsidiary with rights that could delay or impact the potential sale of our development subsidiaries or could impact our ability to sell assets, or enter into strategic alliances, collaborations, or licensing arrangements with other third parties.
  • Our reliance on a limited number of employees presents operational challenges that may adversely affect our business.
  • We are a “smaller reporting company,” and we cannot be certain if the reduced reporting requirements applicable to smaller reporting companies will make our common stock less attractive to investors.
  • Risks Related to Potential Commercialization
  • Even if we obtain regulatory approval of our product candidates, the products may not gain market acceptance among physicians, patients, hospitals, treatment centers, and others in the medical community.
  • We face substantial competition, which may result in others discovering, developing, or commercializing products before or more successfully than we do.
  • The insurance coverage and reimbursement status of newly-approved products is uncertain. Our product candidates may become subject to unfavorable pricing regulations, third-party coverage and reimbursement practices, or healthcare reform initiatives, which would harm our business. Failure to obtain or maintain adequate coverage and reimbursement for new or current products could limit our ability to market those products and decrease our ability to generate revenue.
  • Healthcare legislative measures aimed at reducing healthcare costs may have a material adverse effect on our business and results of operations.
  • If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of our product candidates.
  • If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business.
  • The market opportunities for our product candidates and forecasts of market growth may not be accurate, and the actual market for our products may be smaller than we estimate, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, or at all.
  • We currently have no marketing and sales organization and have no experience in marketing products. If we are unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell our product candidates, if approved, we may not be able to generate product revenue.
  • Risks Related to Government Regulation
  • If we are not able to obtain, or are delayed in obtaining, required regulatory approvals for our product candidates, we will not be able to commercialize, or will be delayed in commercializing, our product candidates, and our ability to generate revenue will be materially impaired.
  • We may be unable to obtain or maintain orphan drug status for our current and future product candidates, or to maintain the benefits associated with orphan drug status, including market exclusivity, which may cause our revenue, if any, to be reduced.
  • A Fast Track designation by the FDA, even if granted for any of our current or future 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 marketing approval.
  • The Breakthrough Therapy designation by the FDA, even if granted for any of our current or future product candidates, may not lead to a faster development or regulatory review or approval process and it does not increase the likelihood that any of our product candidates will receive marketing approval.
  • Seeking accelerated approval by the FDA, even if requested for zipalertinib or any other current or future product candidates, may not lead to a faster regulatory review and does not increase the likelihood that our product candidates will receive marketing approval.
  • If approved, our investigational products regulated as biologics may face competition from biosimilars approved through an abbreviated regulatory pathway.
  • If the FDA or comparable foreign regulatory authorities approve generic versions of any of our small-molecule investigational products that receive marketing approval, or such authorities do not grant our products appropriate periods of exclusivity before approving generic versions of those products, the sales of our products, if approved, could be adversely affected.
  • Obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval of our product candidates in other jurisdictions.
  • Even if we receive regulatory approval of our product candidates, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our product candidates.
  • The FDA and other comparable regulatory agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses.
  • Inadequate funding for the FDA, the SEC and other government agencies, including from government shut downs, or other disruptions to these agencies’ operations, could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal business functions on which the operation of our business may rely, which could negatively impact our business.
  • Our employees, independent contractors, consultants, commercial partners and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements which could have a significant adverse impact on our business.
  • We are or may become subject to additional healthcare regulation and enforcement by various government entities, and our failure to strictly adhere to these regulatory regimes could have a significant adverse impact on our business.
  • Data collection is governed by restrictive regulations governing the use, processing and cross-border transfer of personal information.
  • Regulations regarding the use and development of artificial intelligence (“AI”) are being introduced in various jurisdictions globally.
  • Risks Related to Our Intellectual Property
  • If we are unable to obtain and maintain patent and other intellectual property protection for our current and future product candidates and technology, or if the scope of intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to commercialize any of our current or future product candidates or technology may be adversely affected.
  • If we fail to comply with our obligations in any agreements under which we may license intellectual property rights from third parties or otherwise experience disruptions to our business relationships with our licensors, we could lose license rights that are important to our business.
  • If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
  • Third-party claims of intellectual property infringement, misappropriation or other violations may be costly and time consuming and may prevent or delay our product identification, discovery and development efforts.
  • We may not be successful in obtaining or maintaining necessary rights to product components and processes for our development pipeline through acquisitions and in-licenses.
  • We may be involved in lawsuits to protect or enforce our owned or in-licensed intellectual property rights, which could be expensive, time-consuming and unsuccessful.
  • Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and patent protection could be reduced or eliminated for non-compliance with these requirements.
  • Changes to patent law in the U.S. and in foreign jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our products.
  • We have limited foreign intellectual property rights and may not be able to protect our intellectual property rights throughout the world.
  • We may be subject to claims challenging the inventorship or ownership of any intellectual property, including any patents we may own or in-license.
  • We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information or alleged trade secrets of third parties or competitors or are in breach of non-competition or non-solicitation agreements with our competitors.
  • If we do not obtain patent term extension and data exclusivity for any of our current or future product candidates we may develop, our business may be materially harmed.
  • If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our marks of interest and our business may be adversely affected.
  • Risks Related to Our Reliance on Third Parties
  • We currently rely and expect to continue to rely on the outsourcing of the majority of our development functions to third parties to conduct our preclinical studies and clinical trials. If these third parties do not properly and successfully carry out their contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval of or commercialize our product candidates.
  • In addition to our existing collaborations, we may form or seek additional collaborations or strategic alliances or enter into additional licensing arrangements in the future, and we may not realize the benefits of such collaborations, alliances or licensing arrangements.
  • We currently rely and expect to rely in the future on third parties to manufacture our product candidates. Our business could be harmed if the third-party manufacturers fail to provide us with sufficient quantities of our product candidates or fail to do so on acceptable timelines or at acceptable quality levels or prices.
  • The manufacture of drug products, and particularly biologics, is complex, and our third-party manufacturers may encounter difficulties in production. If any of our third-party manufacturers encounter such difficulties, our ability to provide supply of our current and future product candidates, if approved, could be delayed or prevented.
  • If our third-party manufacturers use hazardous and biological materials in a manner that causes injury or violates applicable law, we may be liable for damages.
  • Risks Related to Managing Growth and Employee Matters
  • We are highly dependent on our key personnel. If we are not successful in retaining highly qualified personnel, we may not be able to successfully implement our business strategy.
  • We will need to grow the size of our organization, and we may experience difficulties in managing this growth.
  • Our internal computer systems, or those used by our third-party CROs or other contractors or consultants, may fail or suffer security breaches, which could result in a material disruption to the development programs of our current and future product candidates.
  • We may be unable to adequately protect our information systems from cyberattacks, which could result in the disclosure of confidential or proprietary information, including personal data, damage our reputation, and subject us to significant financial and legal exposure.
  • Risks Related to Ownership of Our Common Stock

Legal proceedings

From time to time, we may become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are probable to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on our business, financial condition, results of operations and prospects because of defense and settlement costs, diversion of management resources and other factors.

The opening of Item 3, Legal Proceedings.5

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