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FATE on Nasdaq

Fate Therapeutics

A clinical-stage biopharmaceutical company in San Diego, United States1

In its 2026 annual report the company says: “We are a clinical-stage biopharmaceutical company dedicated to bringing a transformative pipeline of off-the-shelf cellular immunotherapies to patients.”6 Its shares trade on Nasdaq under the symbol FATE.1

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Last updated Oct 21, 2026.

Overview

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  • TickerFATE on Nasdaq1
  • IndustryBiological Products, (No Diagnostic Substances)1
  • HeadquartersSan Diego, United States1
  • Websitefatetherapeutics.com
  • Legal formDelaware corporation1
  • Business address12278 Scripps Summit Drive, San Diego, Ca 921314
  • Filer categoryNon-accelerated filer, Smaller reporting company4
  • LEI549300L14Q4UHOODLA903
  • StatusActive3
  • LEI statusLapsed (not renewed)3
  • Registered addressC/O Corporation Service Company, 19808 Wilmington, United States3
  • Registered withDivision of Corporations, Department of State, 43407753

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Fate Therapeutics image from its website
Image: fatetherapeutics.com5

We are a clinical-stage biopharmaceutical company dedicated to bringing a transformative pipeline of off-the-shelf cellular immunotherapies to patients.6 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 2025

-2222.4%Operating margin7
-2051.1%Net margin7
-51.2%Revenue growth, 20257
-65.8%Return on equity7
-$112.0MFree cash flow7

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development100¢$107.8M
  • Income tax0¢$2.0K

Out of $6.6M in revenue.7 The company lost money this year.

Financial statements

Revenue8910117$6.6M in 2025−38% since 2019
0$25.0M$50.0M$75.0M$100.0M2019: $10.7M$10.7M20192020: $31.4M$31.4M2020+194%2021: $55.8M$55.8M2021+78%2022: $96.3M$96.3M2022+72%2023: $63.5M$63.5M2023−34%2024: $13.6M$13.6M2024−79%2025: $6.6M$6.6M2025−51%
Operating income8910117-$147.7M in 2025+47% since 2019
-$400.0M-$300.0M-$200.0M-$100.0M02019: -$100.7M-$100.7M20192020: -$128.1M-$128.1M2020+27%2021: -$217.0M-$217.0M2021+69%2022: -$308.4M-$308.4M2022+42%2023: -$190.5M-$190.5M2023−38%2024: -$210.3M-$210.3M2024+10%2025: -$147.7M-$147.7M2025−30%
Net income8910117-$136.3M in 2025+39% since 2019
-$300.0M-$200.0M-$100.0M02019: -$98.1M-$98.1M20192020: -$173.4M-$173.4M2020+77%2021: -$212.2M-$212.2M2021+22%2022: -$281.7M-$281.7M2022+33%2023: -$160.9M-$160.9M2023−43%2024: -$186.3M-$186.3M2024+16%2025: -$136.3M-$136.3M2025−27%

Every line of the income statement as filed: the last 2 fiscal years, latest first.7

Period ending2025-12-312024-12-31
Collaboration revenue$6.6M$13.6M
Research and development$107.8M$135.0M
General and administrative$46.5M$74.2M
Impairment loss$0$14.7M
Total operating expenses$154.3M$223.9M
Loss from operations-$147.7M-$210.3M
Interest income$11.1M$17.3M
Change in fair value of stock price appreciation milestones$244.0K$819.0K
Other income$93.0K$5.9M
Total other income$11.4M$24.0M
Net loss-$136.3M-$186.3M
Unrealized gain (loss) on available-for-sale securities, net-$152.0K$253.0K
Comprehensive loss-$136.5M-$186.0M
Net loss per share, Basic-$1.15-$1.64
Net loss per share, Diluted-$1.15-$1.64
Weighted-average common shares used to compute basic net loss per share118.8M shares113.7M shares
Weighted-average common shares used to compute diluted net loss per share118.8M shares113.7M shares

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Corporate structure

Fate Therapeutics 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 Fate Therapeutics

  • Fate Therapeutics San Diego, California, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Fate Therapeutics 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$93.1M7 Dec 31, 2025$99.5M7 Dec 31, 2024−6.4%
Accumulated depreciation$36.2M7 Dec 31, 2025$35.1M7 Dec 31, 2024+3.1%
Property and equipment, net$56.9M7 Dec 31, 2025$64.4M7 Dec 31, 2024−11.6%
Operating-lease assets (leased space)$41.6M7 Dec 31, 2025$46.5M7 Dec 31, 2024−10.5%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$46.6M7 Dec 31, 2025$36.1M7 Dec 31, 2024+29.3%
Marketable securities, current$157.0M7 Dec 31, 2025$243.0M7 Dec 31, 2024−35.4%
Long-term investments$1.5M7 Dec 31, 2025$27.7M7 Dec 31, 2024−94.7%

Properties, in its own words

Facilities

As of December 31, 2025, we occupied approximately 200,000 square feet of office, laboratory and Good Manufacturing Practice (GMP) manufacturing space at our corporate headquarters in San Diego, California under a non-cancelable operating lease through May 2036. We believe that this facility is adequate for our current needs. In addition, we have additional operating leases for office and laboratory space in San Diego, California.

Item 2 of the 10-K filed Feb 26, 2026.6

Leadership

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

Chief executive

  1. J. Scott Wolchko2016–2024
  2. Bahram Valamehr2025–now

President

  1. J. Scott Wolchko2016–2024
  2. Bahram Valamehr2025–now

Chief financial officer

  1. J. Scott Wolchko2015
  2. Edward J. Dulac Iii.2020–2024
  3. Kamal Adawi2025–now

Chief operating officer

  1. J. Scott Wolchko2015
201520202025
Board members and other officers (32)

Timeline

  1. Sep 28, 20268-K Other events49
  2. Aug 13, 20268-K Results of operations50
  3. Jun 15, 20268-K Executive or director change; Shareholder vote51
  4. Jun 4, 20268-K Other events52
  5. May 13, 20268-K Results of operations53
  6. Feb 26, 20268-K Results of operations54
  7. Nov 13, 20258-K Results of operations55
  8. Oct 27, 20258-K Regulation FD disclosure; Other events56
  9. Oct 14, 20258-K Executive or director change; Regulation FD disclosure57
  10. Aug 12, 20258-K Results of operations; Exit or restructuring costs58
  11. Jun 17, 20258-K Shareholder vote59
  12. May 30, 20258-K Executive or director change; Bylaws or fiscal year changed; Shareholder vote60
  13. Jan 13, 2025New chief executive Bahram Valamehr becomes CEO15
  14. Jan 14, 2016New chief executive J. Scott Wolchko becomes CEO16
  15. Apr 27, 2007Founded Fate Therapeutics is founded3

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.27) a share, on Nov 13, 2025.61

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results50
  2. May 13, 2026Reported quarterly or annual results53
  3. Feb 26, 2026Reported quarterly or annual results54
  4. Nov 13, 2025Reported quarterly or annual results55
  5. Aug 12, 2025Reported quarterly or annual results58
  6. May 13, 2025Reported quarterly or annual results62
  7. Mar 5, 2025Reported quarterly or annual results63
  8. Nov 12, 2024Reported quarterly or annual results64

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

Filings

338 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 48 major events, 170 insider forms, 36 large holders, 64 other. The latest 20:

  1. Sep 28, 20268-K EDGAR
  2. Aug 13, 2026S-8 EDGAR
  3. Aug 13, 202610-Q EDGAR
  4. Aug 13, 20268-K EDGAR
  5. Aug 5, 20264 EDGAR
  6. Aug 5, 20264 EDGAR
  7. Aug 4, 2026144 EDGAR
  8. Aug 4, 2026144 EDGAR
  9. Jul 8, 2026SCHEDULE 13G/A EDGAR
  10. Jun 15, 20264 EDGAR
  11. Jun 15, 20264 EDGAR
  12. Jun 15, 20264 EDGAR
  13. Jun 15, 20264 EDGAR
  14. Jun 15, 20264 EDGAR
  15. Jun 15, 20264 EDGAR
  16. Jun 15, 20264 EDGAR
  17. Jun 15, 20263 EDGAR
  18. Jun 15, 20268-K EDGAR
  19. Jun 15, 20264 OWNERSHIP DOCUMENT EDGAR
  20. Jun 15, 20264 OWNERSHIP DOCUMENT EDGAR

The 338 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

80 open-market trades by officers, directors and large owners since October 2021: 7 buys and 73 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 4, 2026TAHL CINDYSee RemarksSale38,800$2.46$95.4KForm 4
Aug 4, 2026Valamehr BahramPresident and CEOSale43,947$2.46$108.1KForm 4
May 20, 2026TAHL CINDYSee RemarksSale25,590$1.88$48.1KForm 4
May 20, 2026Valamehr BahramPresident and CEOSale28,946$1.88$54.4KForm 4
Jan 9, 2026TAHL CINDYSee RemarksSale10,589$1.06$11.2KForm 4
Jan 9, 2026Valamehr BahramPresident and CEOSale5,190$1.07$5.6KForm 4
Aug 4, 2025TAHL CINDYSee RemarksSale9,037$1.06$9.6KForm 4
Aug 4, 2025Valamehr BahramPresident and CEOSale14,466$1.06$15.3KForm 4
Jan 10, 2025Bressi Jerome CharlesSee RemarksSale5,980$1.55$9.3KForm 4
Jan 10, 2025TAHL CINDYSee RemarksSale5,654$1.55$8.8KForm 4
Jan 10, 2025Valamehr BahramPresident and CEOSale8,705$1.54$13.4KForm 4
Dec 20, 2024Green JeremyDirectorBuy397,964$1.68$668.6KForm 4
Dec 20, 2024Green JeremyDirectorSale341,633$1.68$573.9KForm 4
Aug 6, 2024Xu YuanDirectorSale633$4.23$2.7KForm 4
Mar 4, 2024Dulac Edward J IIIChief Financial OfficerSale2,447$7.77$19.0KForm 4
Jan 29, 2024Dulac Edward J IIIChief Financial OfficerSale1,849$5.00$9.2KForm 4
Jan 9, 2024TAHL CINDYSee RemarksSale10,874$4.37$47.5KForm 4
Jan 9, 2024Valamehr BahramPresident and CEOSale11,271$4.38$49.4KForm 4
Jan 9, 2024Wolchko J ScottPresident and CEOSale14,391$4.37$62.9KForm 4
Jan 9, 2024Dulac Edward J IIIChief Financial OfficerSale7,028$4.37$30.7KForm 4

All 80 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
2025Bahram ValamehrPh.D., MBA$600.0K$2.2M78
2025Cindy R. TahlJ.D.53$520.0K$1.1M78
2025Kamal AdawiM.S., MBA$99.0K$714.8K78
2024PresidentChief Executive Officer and Director$525.0K$3.6M78
2024Chief Legal & Compliance Officer and Corporate Secretary$500.0K$3.4M78

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
Redmile Group, LLC12,872,946$34.8M2.3%No change
BlackRock, Inc.7,298,895$19.7M0.0%−2,769,719
Vanguard Portfolio Management LLC4,545,893$12.3M0.0%+411,308
Vanguard Capital Management LLC4,445,536$12.0M0.0%+253,473
Aqr Capital Management LLC3,837,229$10.4M0.0%+835,708
Two Sigma Investments, LP3,589,863$9.7M0.0%+123,077
Johnson & Johnson3,379,064$9.1M1.1%No change
Renaissance Technologies LLC2,983,268$8.1M0.0%+8,585
Millennium Management LLC2,433,978$6.6M0.0%New
Goldman Sachs Group Inc2,049,187$5.5M0.0%+721,430
Geode Capital Management, LLC1,322,013$3.6M0.0%−1,268,416
Jane Street Group, LLC1,027,007$2.8M0.0%+380,028
Citadel Advisors LLC993,308$2.7M0.0%+50,382
Bruce & Co., Inc.989,188$2.7M0.7%+200,000
Morgan Stanley694,580$1.9M0.0%−73,168
Vanguard Fiduciary Trust Co640,428$1.7M0.0%−13,333
Charles Schwab Investment Management Inc610,949$1.6M0.0%−145,324
UBS Group AG590,178$1.6M0.0%−1,231,537
Qube Research & Technologies Ltd578,150$1.6M0.0%New
Connor, Clark & Lunn Investment Management Ltd.574,995$1.6M0.0%+105,210
State Street Corp558,928$1.5M0.0%−1,704,245
DAFNA Capital Management LLC525,000$1.4M0.3%−25,000
Susquehanna International Group, Llp511,050$1.4M0.0%+212,554
Marshall Wace, Llp492,426$1.3M0.0%New
Ieq Capital, LLC487,728$1.3M0.0%+162,940

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

Members of Congress who traded it

1 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Jan 31, 2023Daniel S. GoldmanDemocratic, HouseSale$1,001 - $15,000+159.8%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

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

  • Name on EDGARFATE THERAPEUTICS INC2
  • CIK0001434316
  • Employer ID (EIN)65-13115526
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company6
  • Incorporated inDelaware6
  • 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 address12278 Scripps Summit Drive, San Diego, CA 921312
  • Phone858.875.18032
  • Shares outstanding119,820,514 as of Aug 6, 202613
  • Public float$113.0M as of Jun 30, 20256
  • AuditorErnst & Young, LLP, San Diego, California PCAOB ID 42; no auditor attestation of internal control over financial reporting6
  • On EDGAR sinceMay 2, 20082
  • Filings848 in all: 4 (357), 8-K (132), SC 13G/A (44), 10-Q (39), 3 (37), 144 (31), S-8 (17), SC 13G (17)2
    All 42 form types

    10-K (13), 424B5 (13), CORRESP (13), DEF 14A (13), DEFA14A (12), SC 13D/A (11), D (9), UPLOAD (9), CT ORDER (8), EFFECT (8), 4/A (7), S-3 (7), SCHEDULE 13G/A (6), ARS (5), PRE 14A (4), S-1/A (4), 424B3 (3), SC 13D (3), SCHEDULE 13D/A (3), 10-Q/A (2), 8-K/A (2), D/A (2), DRSLTR (2), FWP (2), REGDEX (2), S-3ASR (2), SCHEDULE 13G (2), 3/A (1), 424B4 (1), 8-A12B (1), CERTNAS (1), DRS (1), DRS/A (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Feb 26, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Apr 24, 2026
    Latest 8-K (8-K) Sep 28, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.001 par valueFATENasdaq Global Market

From the cover page of the 10-K filed Feb 26, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks Fate Therapeutics names in Item 1A of its 10-K filed Feb 26, 2026: 73 risks under these headings, as written.6

  • Risks Related to the Discovery, Development and Regulation of Our Product Candidates
  • If we fail to complete the preclinical or clinical development of, or to obtain regulatory approval for, our product candidates, our business would be significantly harmed.
  • We may face delays in initiating, conducting or completing our clinical trials, and we may not be able to initiate, conduct or complete them at all.
  • A disruption to our manufacturing operations, or the inability by us or our third-party suppliers or manufacturers to manufacture sufficient quantities of our product candidates at acceptable quality levels or costs, or at all, would materially and adversely affect our business.
  • Because our approach to the development of product candidates is based on novel and unproven technologies, it is subject to a substantial degree of technological uncertainty and we may not succeed in developing any of our product candidates.
  • We anticipate that our current product candidates and any future product candidates may be used in combination with third-party drugs or biologics, some of which may still be in development, and we have limited or no control over the supply, regulatory status, or regulatory approval of such drugs or biologics.
  • If we encounter difficulties enrolling patients in our clinical trials, including as a result of challenges in identifying and recruiting eligible patients to participate in our trials or competition for patients, our clinical development activities could be delayed or otherwise adversely affected.
  • The clinical development of our product candidates could be substantially delayed if we are required to conduct unanticipated studies, including preclinical studies or clinical trials, or if the FDA imposes other requirements or restrictions including on the manufacture, of our product candidates.
  • We are pursuing multiple programs and product candidates in our novel cell therapy development pipeline using an approach that is designed to enable rapid incorporation of new product features. If we elect to incorporate these new features into next-generation product candidates, this may render our existing product candidates obsolete, and we may devote our limited resources in pursuit of a particular program for which there is a greater potential for success and fail to capitalize on development opportunities or product candidates including those which may be more advanced in development.
  • Our product candidates may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval, limit their commercial potential or result in significant negative consequences following any potential marketing approval.
  • Our clinical trials may be adversely affected by investigators’ limited experience with CAR-T cell therapies, including lack of familiarity with CAR-T-specific safety profiles and adverse events, which could impact patient safety, safety reporting, and the interpretation of clinical trial results.
  • Certain of our product candidates are being developed for the treatment of patient populations with significant comorbidities, particularly in the case of oncology patients, that may result in deaths or serious adverse events or unacceptable side effects and require us to abandon or limit our clinical development activities.
The other 62 risks
  • Because our product candidates are based on novel technologies, it is difficult to predict the regulatory approval process and the time, the cost and our ability to successfully initiate, conduct and complete clinical development, and obtain the necessary regulatory and reimbursement approvals, required for commercialization of our product candidates, if approved.
  • We may fail to obtain regulatory approval from the FDA or comparable foreign regulatory authorities for our product candidates, which would prevent or delay commercialization and adversely affect our business.
  • Preliminary data and interim results we disclose may change as more patient data becomes available or as we make changes to our protocols or manufacturing processes, and such interim results and results from earlier studies may not be predictive of the final results, or of later studies or future clinical trials.
  • Results of clinical testing of any of our existing or future product candidates may fail to show the necessary safety and efficacy required for regulatory approval.
  • Even if we obtain regulatory approval for a product candidate, our products will remain subject to regulatory scrutiny.
  • We have received and may in the future seek regenerative medicine advanced therapy (RMAT) designation for certain of our product candidates, but such designation may not actually lead to a faster development or regulatory review or approval process and we may be unable to obtain or maintain the benefits associated with such designation.
  • We may rely on orphan drug status to develop and commercialize certain of our product candidates, but orphan drug designations may not confer marketing exclusivity or other expected commercial benefits and we may not be able to obtain orphan drug designations for our other product candidates.
  • We may seek designation for our cell programming technology as a designated platform technology, but we might not receive such designation, and even if we do, such designation may not lead to a faster development or regulatory review or approval process.
  • We may seek approval of one or more of our product candidates into real-time oncology review (RTOR). This program may not lead to a faster regulatory review or approval process and does not increase the likelihood that our product candidate(s) will receive marketing approval.
  • We may be subject to certain regulations, including federal and state healthcare fraud and abuse laws, physician payment transparency laws, anti-bribery and anti-corruption laws and health information privacy and security laws. Any actual or perceived failure to comply with these regulations could have a material adverse effect on our business and financial condition.
  • A variety of risks associated with conducting research and clinical trials abroad and marketing our product candidates internationally could materially adversely affect our business.
  • We conduct and expect to continue to conduct clinical trials for some of our product candidates outside the United States, and the FDA may not accept data from trials conducted in such locations.
  • Existing regulatory policies may change, and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our product candidates.
  • Risks Related to Our Financial Condition
  • Our ongoing and planned operations, including the development of our product candidates, will require substantial additional funding, without which we will be unable to complete preclinical or clinical development of, or obtain regulatory approval for or commercialize, our product candidates.
  • We have a limited operating history, have incurred significant losses since our inception, and anticipate that we will continue to incur significant losses for the foreseeable future.
  • We have broad discretion over the use of our cash, cash equivalents, and investments and may not use them effectively.
  • Risks Related to Our Reliance on Third Parties
  • We are, and expect to continue to be, dependent on third parties to conduct some or all aspects of manufacturing of our product candidates for use in clinical trials and for commercial sale, if approved. Our business could be harmed if those third parties fail to perform satisfactorily.
  • We depend on strategic partnerships and collaboration arrangements for the development and commercialization of certain of our product candidates in certain indications or geographic territories, and if these arrangements are terminated or are unsuccessful, this could result in delays and other obstacles in the development, manufacture or commercialization of any of our product candidates and materially harm our results of operations.
  • Cell-based therapies depend on the availability of reagents and specialized materials and equipment which in each case are required to be acceptable to the FDA and foreign regulatory agencies, and such reagents, materials, and equipment may not be available to us on acceptable terms or at all. We rely on third-party suppliers for various components, materials and equipment
  • required for the conduct of our clinical trials and the manufacture of our product candidates and do not have supply arrangements for certain of these components.
  • We currently rely on third parties to conduct certain research and development activities and clinical trials of our product candidates. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may not be able to timely develop, manufacture, obtain regulatory approval for or commercialize our product candidates and our business could be substantially harmed.
  • If conflicts arise between us and our collaborators or strategic partners, these parties may act in a manner adverse to us and could limit our ability to implement our strategies.
  • We may also rely on certain third-party vendors located in China or who are owned by or are associated with certain Chinese companies to assist in non-clinical or clinical trials or provide laboratory services. It is unknown how current or future geopolitical relationships with China or specific Chinese-owned or associated vendors may affect our ability to complete our non-clinical or clinical trials.
  • Risks Related to Our Intellectual Property
  • If we are unable to protect our intellectual property, or obtain and maintain patent protection for our technology and product candidates, other companies could develop products based on our discoveries, which may reduce demand for our products and harm our business.
  • We depend on our licensors to prosecute and maintain patents and patent applications that are material to our business. Any failure by our licensors to effectively protect these intellectual property rights could adversely affect our business and operations.
  • If we fail to comply with our obligations under our license agreements, we could lose rights to our product candidates or key technologies.
  • We have in the past and may in the future become involved in litigation or other proceedings relating to the enforcement or defense of patent and other intellectual property rights, which could cause us to divert our resources and could put our intellectual property at risk.
  • We or our strategic partners may infringe the intellectual property rights of others, which may prevent or delay our product development efforts and stop us from commercializing, or increase the costs of commercializing, our product candidates.
  • We may not be successful in obtaining or maintaining necessary rights to product components and processes for development or manufacture of our product candidates which may cause us to operate our business in a more costly or otherwise adverse manner that was not anticipated.
  • Intellectual property rights do not necessarily address all potential threats to our competitive advantage.
  • We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed alleged trade secrets.
  • We may be subject to claims challenging the inventorship of our patents and other intellectual property.
  • Proprietary information and invention assignment agreements with our employees and third parties may not prevent unauthorized disclosure of our trade secrets and other proprietary information.
  • We may not be able to protect our intellectual property rights throughout the world.
  • Changes in the patent law in the United States could diminish the value of patents in general, thereby impairing our ability to protect our product candidates and technology.
  • The term of our patents may not be sufficient to effectively protect our market position and products.
  • Risks Related to the Commercialization of Our Product Candidates
  • We do not have experience marketing any product candidates and do not have a sales force or distribution capabilities, and if our products are approved, we may be unable to commercialize them successfully.
  • Even if we obtain regulatory approval of our product candidates, the commercial success of our product candidates will depend upon the degree of market acceptance by physicians, patients, third-party payers and others in the medical community.
  • We expect to face uncertainty regarding the pricing of our existing product candidates and any other product candidates that we may develop. If pricing policies for our product candidates are unfavorable, our commercial success will be impaired.
  • The insurance coverage and reimbursement status of newly-approved products is uncertain. Failure to obtain or maintain adequate coverage and reimbursement for our product candidates could limit our product revenues.
  • If the market opportunities for our product candidates are restricted or smaller than we believe they are, our revenues may be adversely affected and our business may suffer. Because the target patient populations of our product candidates may be small and variable, we must be able to successfully identify patients and capture a significant market share to achieve and maintain profitability.
  • Healthcare legislative or regulatory reform measures may have a negative impact on our business and results of operations.
  • Risks Related to Our Business and Industry
  • The success of our existing product candidates is substantially dependent on developments within the field of cellular immunotherapy, and specifically developments relating to the use of pluripotent or genome edited cells for the manufacture of cellular therapeutics, the majority of which are beyond our control.
  • Our ability to compete effectively with other biotechnology and pharmaceutical companies depends on our ability to distinguish our company and our product candidates from our competitors and their product candidates.
  • The loss of any member of our senior management team or our inability to attract and retain key personnel and consultants could adversely affect our business.
  • If we engage in an acquisition, reorganization or business combination, we will incur a variety of risks that could adversely affect our business operations or our stockholders.
  • We face potential product liability exposure far in excess of our limited insurance coverage.
  • Our insurance policies are expensive and protect us from only some risks, which leaves us exposed to significant uninsured liabilities.
  • Our employees or third party service providers may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements and insider trading.
  • We face risks of potential liability related to the privacy of personal information, including health information we utilize in the development of our products, as well as information we obtain from clinical trials sponsored by us from research institutions and directly from individuals.
  • The increasing use of artificial intelligence-based software (including machine learning) may result in reputational harm or liability or could otherwise adversely affect our business.
  • The use of social media platforms presents risks and challenges.
  • Our internal computer systems, or those used by our third-party research institution collaborators, CROs or other contractors or consultants, may fail or suffer security breaches.
  • Risks Related to the Ownership of Our Common Stock
  • Our stock price has been and may continue to be volatile or may decline regardless of our operating performance.
  • If our common stock is delisted from the Nasdaq Global Market, the liquidity of our common stock would be adversely affected and the market price of our common stock could decrease.
  • Our principal stockholders and management own a significant percentage of our stock and may be able to exercise significant control over our company.
  • We may sell additional equity or debt securities or enter into other arrangements to fund our operations, which may result in dilution to our stockholders and impose restrictions or limitations on our business. Issuances of common stock or rights to purchase common stock under our equity incentive plans could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
  • A significant portion of our total outstanding shares may be sold into the market in the near future, which could cause the market price of our common stock to drop significantly.
  • Provisions of Delaware law or our charter documents could delay or prevent an acquisition of our company, and could make it more difficult for you to change management.
  • Our amended and restated bylaws designate the Court of Chancery of the State of Delaware and the U.S. federal district courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to litigate disputes with us in a different judicial forum.
  • A sustained decline in our stock price may result in an impairment indicator which could have an adverse impact on our results of operations.
  • We currently qualify as a “smaller reporting company” and a “non-accelerated filer,” and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to such companies could make shares of our common stock less attractive to investors.

Legal proceedings

On January 20, 2023, a purported stockholder of the Company filed a securities class action lawsuit against the Company and certain of its officers captioned Hadian v. Fate Therapeutics, Inc. et al. in the U.S. District Court for the Southern District of California (the Securities Action). On May 4, 2023, the court appointed a different purported stockholder of the Company to serve as lead plaintiff in the Securities Action. On July 24, 2023, the lead plaintiff filed an amended complaint. The amended complaint alleged that the Company violated the federal securities laws by making allegedly false and/or misleading statements and/or omissions in its public disclosures dating back to August 2020 relating to our collaboration agreement with Janssen Biotech, Inc. (the Janssen Agreement), potential product candidates subject to the Janssen Agreement, and the termination of the Janssen Agreement. On September 22, 2023, we filed a motion to dismiss the amended complaint. On September 19, 2024, the court granted our motion to dismiss the amended complaint, with leave for plaintiff to file a second amended complaint. On October 18, 2024, the lead plaintiff filed a second amended complaint alleging substantially similar facts and claims as in the prior amended complaint. We filed a motion to dismiss the second amended complaint on November 18, 2024, and briefing on the motion was completed on January 21, 2025. On September 22, 2025, the court granted our motion to dismiss the second amended complaint, with leave for plaintiff to file a third amended complaint. On October 17, 2025, the plaintiff filed a third amended complaint. We filed a motion to dismiss the third amended complaint on November 17, 2025. Plaintiff filed an opposition brief on December 18, 2025. On January 15, 2026, we filed our reply in support of our motion to dismiss. We intend to continue to vigorously defend against this action.

The opening of Item 3, Legal Proceedings.6

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