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GOSS on Nasdaq

Gossamer Bio, Inc.

Gossamer Bio, Inc. is an American pharmaceutical preparations company based in San Diego.2

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Last updated Oct 21, 2026.

Overview

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  • TickerGOSS on Nasdaq2
  • IndustryPharmaceutical Preparations2
  • HeadquartersSan Diego, United States2
  • Incorporated inDE3
  • Business address3115 Merryfield Row, Suite 120, San Diego, Ca 921213
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation2
  • LEI549300ZOC0N2W6PSFR582
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 58610732

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In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this annual report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this annual report and are subject to a number of risks, uncertainties and assumptions, including those described in Part I, Item 1A, “Risk Factors.” The events and circumstances reflected in our forward-looking statements…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 2025

-352.2%Operating margin6
-351.5%Net margin6
-57.7%Revenue growth, 20256
-$171.3MFree cash flow6

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs100¢$48.4M
  • Income tax0¢$88.0K

Out of $48.5M in revenue.6 The company lost money this year.

Financial statements

Revenue76$48.5M in 2025
0$50.0M$100.0M$150.0M2022: $0$020222023: $0$020232024: $114.7M$114.7M20242025: $48.5M$48.5M2025−58%
Operating income891076-$170.7M in 2025−8% since 2019
-$300.0M-$200.0M-$100.0M02019: -$186.1M-$186.1M20192020: -$234.0M-$234.0M2020+26%2021: -$216.1M-$216.1M2021−8%2022: -$218.6M-$218.6M2022+1%2023: -$183.8M-$183.8M2023−16%2024: -$59.9M-$59.9M2024−67%2025: -$170.7M-$170.7M2025+185%
Net income891076-$170.4M in 2025−6% since 2019
-$300.0M-$200.0M-$100.0M02019: -$180.3M-$180.3M20192020: -$243.4M-$243.4M2020+35%2021: -$234.0M-$234.0M2021−4%2022: -$229.4M-$229.4M2022−2%2023: -$179.8M-$179.8M2023−22%2024: -$56.5M-$56.5M2024−69%2025: -$170.4M-$170.4M2025+201%
Fiscal year2019202020212022202320242025
Revenue$07$06$114.7M6$48.5M6
Operating expenses$216.1M10$218.6M7$183.8M6$174.6M6$219.2M6
Operating income-$186.1M8-$234.0M9-$216.1M10-$218.6M7-$183.8M6-$59.9M6-$170.7M6
Interest$1.9M8$12.7M9$19.4M10$13.9M10$13.5M10
Income before tax-$234.0M10-$229.4M7-$179.8M6-$55.6M6-$170.5M6
Income tax$013$07$06$893.0K6-$88.0K6
Net income-$180.3M8-$243.4M9-$234.0M10-$229.4M7-$179.8M6-$56.5M6-$170.4M6
Earnings per share-$3.298-$3.559-$3.1310-$2.717-$1.186-$0.256-$0.756
Earnings per share (diluted)-$3.298-$3.559-$3.1310-$2.717-$1.186-$0.256-$0.756
Shares (weighted, basic)74.8M shares1084.6M shares7152.6M shares6226.2M shares6228.5M shares6
Shares (weighted, diluted)74.8M shares1084.6M shares7152.6M shares6226.2M shares6228.5M shares6

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Corporate structure

Gossamer Bio, Inc. sits at the top of its group. 4 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Gossamer Bio, Inc.

  • Gossamer Bio, Inc. San Diego, California, United States
    • Gossamer Bio 002, Inc. Subsidiary · Delaware, United States
    • Gossamer Bio Holdings, Ltd. Subsidiary · Ireland
    • GOSSAMER BIO SERVICES, INC. Subsidiary · San Diego, California, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); 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 Gossamer Bio, 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$271.0K6 Dec 31, 2025$193.0K6 Dec 31, 2024+40.4%
Accumulated depreciation$207.0K6 Dec 31, 2025$183.0K6 Dec 31, 2024+13.1%
Property and equipment, net$64.0K6 Dec 31, 2025$10.0K6 Dec 31, 2024+540.0%
Operating-lease assets (leased space)$4.1M6 Dec 31, 2025$5.1M6 Dec 31, 2024−19.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$37.7M6 Dec 31, 2025$46.1M6 Dec 31, 2024−18.1%
Marketable securities, current$99.2M6 Dec 31, 2025$248.4M6 Dec 31, 2024−60.1%
Marketable securities, non-current$06 Dec 31, 2025
Debt securities available for sale$109.1M6 Dec 31, 2025$265.5M6 Dec 31, 2024−58.9%

Properties, in its own words

Our corporate headquarters are located in San Diego, California, where we currently lease approximately 18,421 square feet of office space. We use our corporate headquarters primarily for corporate, research, development, clinical, regulatory, manufacturing and quality functions. Our lease for this facility expires in October 2029. We believe that our facilities are adequate to meet our current needs, and that suitable additional alternative spaces will be available in the future on commercially reasonable terms, if required.

Item 2 of the 10-K filed Mar 17, 2026.5

Leadership

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

Chief executive

  1. Sheila Gujrathi2019–2020
  2. Faheem Hasnain2021–now

Chair

  1. Faheem Hasnain2019

President

  1. Sheila Gujrathi2019–2020
  2. Faheem Hasnain2021–now

Chief financial officer

  1. Bryan Giraudo2019–now

Chief operating officer

  1. Bryan Giraudo2021–now
20202025
Board members and other officers (19)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerChristian D. Waage named Jul 18, 2022 to Sep 4, 202638
  • Executive OfficerRobert D. Smith named Sep 4, 202638
  • Executive OfficerLaura Carter, Ph.D. named Jul 18, 202239

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Gossamer Bio 002, Inc. Delaware4
  • Gossamer Bio 002, Ltd. Ireland4
  • Gossamer Bio Holdings, Ltd. Ireland4
  • Gossamer Bio Services, Inc. Delaware4

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

Timeline

  1. Sep 28, 20268-K Other events40
  2. Sep 23, 20268-K Other events41
  3. Sep 16, 20268-K Executive or director change42
  4. Sep 11, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Other events43
  5. Sep 9, 20268-K Other events44
  6. Sep 3, 20268-K Bylaws or fiscal year changed45
  7. Aug 26, 20268-K Bylaws or fiscal year changed46
  8. Aug 21, 20268-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed47
  9. Aug 13, 20268-K Results of operations48
  10. Jul 27, 20268-K Entered a material agreement; Ended a material agreement; Results of operations49
  11. Jul 15, 20268-K Executive or director change; Bylaws or fiscal year changed; Shareholder vote50
  12. Jul 1, 20268-K Regulation FD disclosure51
  13. Mar 1, 2021New chief executive Faheem Hasnain becomes CEO15
  14. Feb 7, 2019New chief executive Sheila Gujrathi becomes CEO16

Calendar

Coming up

  1. Nov 4, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($16.80) a share, on Nov 5, 2025.52

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results48
  2. Jul 27, 2026Reported quarterly or annual results49
  3. May 18, 2026Reported quarterly or annual results53
  4. Mar 17, 2026Reported quarterly or annual results54
  5. Nov 5, 2025Reported quarterly or annual results55
  6. Aug 5, 2025Reported quarterly or annual results56
  7. May 15, 2025Reported quarterly or annual results57
  8. Mar 13, 2025Reported quarterly or annual results58

Drug trials and FDA: coming up

  1. Dec 2026Phase 3 trial readout expected Phase 3 trial of Seralutinib in Pulmonary Arterial Hypertension: primary completion expected Dec 2026 (ClinicalTrials.gov NCT06274801).59

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

310 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 61 major events, 145 insider forms, 43 large holders, 3 private raises, 38 other. The latest 20:

  1. Oct 8, 2026SCHEDULE 13D/A EDGAR
  2. Sep 28, 20268-K EDGAR
  3. Sep 28, 2026SCHEDULE 13D/A EDGAR
  4. Sep 25, 20264 EDGAR
  5. Sep 25, 20264 EDGAR
  6. Sep 25, 20264 EDGAR
  7. Sep 25, 20264 EDGAR
  8. Sep 25, 20264 EDGAR
  9. Sep 25, 20264 EDGAR
  10. Sep 25, 20264 EDGAR
  11. Sep 23, 20268-K EDGAR
  12. Sep 22, 20263 EDGAR
  13. Sep 16, 2026DEF 14A EDGAR
  14. Sep 16, 20268-K EDGAR
  15. Sep 11, 20268-K EDGAR
  16. Sep 9, 20268-K EDGAR
  17. Sep 4, 2026D EDGAR
  18. Sep 3, 2026PRE 14A EDGAR
  19. Sep 3, 20268-K EDGAR
  20. Aug 26, 20264 EDGAR

The 310 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

42 open-market trades by officers, directors and large owners since October 2021: 16 buys and 26 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 19, 2025Milligan SandraDirectorBuy26,050$1.92$50.0KForm 4
Jun 24, 2024Aranda RichardChief Medical OfficerSale1,908$0.66$1.3KForm 4
Jun 21, 2024Hasnain FaheemPresident & CEOBuy372,000$0.67$249.2KForm 4
Jun 18, 2024Giraudo BryanCOO/CFOBuy100,000$0.59$59.0KForm 4
Jun 17, 2024Smith Robert Paul JRChief Commercial OfficerBuy25,000$0.60$15.0KForm 4
Mar 27, 2024Christian WaageEVP, Tech Ops and AdminSale6,430$1.16$7.5KForm 4
Mar 27, 2024Giraudo BryanCOO/CFOSale6,430$1.16$7.5KForm 4
Mar 27, 2024Hasnain FaheemPresident & CEOSale23,172$1.16$26.9KForm 4
Mar 18, 2024Aranda RichardChief Medical OfficerSale4,018$1.33$5.3KForm 4
Mar 18, 2024Peterson CarynChief Development OfficerSale4,018$1.33$5.3KForm 4
Nov 15, 2023Milligan SandraDirectorBuy32,000$0.79$25.3KForm 4
Nov 13, 2023Giraudo BryanCOO/CFOBuy200,000$0.56$112.0KForm 4
Jun 22, 2023Aranda RichardChief Medical OfficerSale1,814$1.29$2.3KForm 4
Apr 4, 2023Giraudo BryanCOO/CFOBuy55,000$1.02$56.1KForm 4
Mar 22, 2023Hasnain FaheemPresident & CEOBuy440,500$1.14$502.2KForm 4
Mar 21, 2023Hasnain FaheemPresident & CEOBuy269,389$1.20$323.3KForm 4
Mar 20, 2023Christian WaageEVP, Tech Ops and AdminBuy18,500$1.20$22.2KForm 4
Mar 20, 2023Giraudo BryanCOO/CFOBuy50,000$0.97$48.5KForm 4
Mar 20, 2023Hasnain FaheemPresident & CEOBuy168,683$1.03$173.7KForm 4
Mar 16, 2023Carter LauraChief Scientific OfficerSale6,029$1.10$6.6KForm 4

All 42 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.

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$357.1M 2022–2026
Money received by yearMoney received by year, 2022–2026: $357.1M in all. Private raises (Form D) $357.1M.$0$100M$200M$300M2022 · Private raises (Form D): $120.0M20222023 · Private raises (Form D): $212.1M2023202420252026 · Private raises (Form D): $25.0M2026
Figures by year
YearPrivate raises (Form D)Total
2026$25.0M$25.0M
2023$212.1M$212.1M
2022$120.0M$120.0M

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. Aug 20, 2026Raised $25 million in a private offering of securities38 Form D: $150 million offered in all Form D
  2. Jul 24, 2023Raised $212.1 million in a private offering of equity77 Form D: 70 investors so far Form D
  3. Jul 15, 2022Raised $120 million in a private offering of equity39 Form D: 23 investors so far Form D

SEC filer profile

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

  • Name on EDGARGossamer Bio, Inc.1
  • CIK0001728117
  • Employer ID (EIN)47-54617095
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)2834 Pharmaceutical Preparations1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address3115 Merryfield Row, Suite 120, San Diego, CA 921211
  • Phone(858) 684-13001
  • Shares outstanding488,846,722 as of Aug 8, 202612
  • Public float$270.8M as of Jun 28, 20255
  • AuditorErnst & Young LLP, San Diego, California PCAOB ID 42; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceJan 19, 20181
  • Filings482 in all: 4 (205), 8-K (87), 10-Q (23), 3 (22), SC 13G/A (18), SC 13G (15), DEF 14A (10), DEFA14A (10)1
    All 42 form types

    10-K (8), SCHEDULE 13G (8), SCHEDULE 13G/A (8), D (6), SCHEDULE 13D/A (6), CORRESP (5), S-3ASR (5), 424B5 (4), ARS (4), FWP (4), S-8 (4), EFFECT (3), PRE 14A (3), UPLOAD (3), S-1/A (2), 305B2 (1), 4/A (1), 424B3 (1), 424B4 (1), 8-A12B (1), CERT (1), CT ORDER (1), DEL AM (1), DRS (1), DRS/A (1), DRSLTR (1), POS AM (1), POSASR (1), RW (1), S-1 (1), S-1MEF (1), S-3 (1), SC 13D (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Mar 17, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Sep 16, 2026
    Latest 8-K (8-K) Sep 28, 2026

Securities registered for trading

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

From the cover page of the 10-K filed Mar 17, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Gossamer Bio, Inc. names in Item 1A of its 10-K filed Mar 17, 2026: 73 risks under these headings, as written.5

  • Risks Related to Our Limited Operating History, Financial Position and Capital Requirements
  • We have a relatively limited operating history, have incurred significant operating losses since our inception and expect to incur significant losses for the foreseeable future. We may never generate any revenue or become profitable or, if we achieve profitability, we may not be able to sustain it.
  • We will require substantial additional financing to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our seralutinib development program, commercialization efforts or other operations.
  • Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the notes.
  • Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or seralutinib.
  • Risks Related to the Development and Regulatory Approval of Seralutinib
  • The results from the PROSERA Phase 3 clinical trial may not be sufficient to support FDA approval or continued development of seralutinib, which would materially and adversely harm our business.
  • We may not realize the expected benefits from our recent workforce reduction.
  • Clinical drug development involves a lengthy and expensive process with an uncertain outcome, and the results of preclinical studies and early clinical trials are not necessarily predictive of future results. In addition, some of our assumptions about why seralutinib is worthy of future development and potential approval are based on data collected by other companies. Seralutinib may not receive regulatory approval on a timely basis, if at all.
  • Any difficulties or delays in the commencement or completion, or termination or suspension, of our current or future clinical trials could result in increased costs to us, delay or limit our ability to generate revenue and adversely affect our commercial prospects.
  • We may find it difficult to enroll patients in our clinical trials. If we encounter difficulties enrolling subjects in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.
  • Use of seralutinib could be associated with 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 seralutinib, limit the commercial profile of an approved label or result in other significant negative consequences that could severely harm our business, prospects, results of operations and financial condition.
The other 62 risks
  • Although we have completed Phase 2 and 3 clinical trials for multiple product candidates including seralutinib, we have not, as an organization, submitted an NDA, and we may be unable to do so for seralutinib.
  • Seralutinib is subject to extensive regulation and compliance, which is costly and time consuming, and such regulation may cause unanticipated delays or prevent the receipt of the required approvals to commercialize seralutinib.
  • We may not be able to obtain or maintain orphan drug designations for seralutinib, and we may be unable to maintain the benefits associated with orphan drug designation, including the potential for market exclusivity.
  • We are currently conducting, and may in the future conduct, certain of our clinical trials for seralutinib outside of the United States. However, the FDA and other foreign equivalents may not accept data from such trials, in which case our development plans will be delayed, which could materially harm our business.
  • Interim, topline and preliminary data from our clinical trials 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 or cause us not to proceed into further clinical development.
  • Disruptions at the FDA and other government agencies caused by funding shortages, staffing limitations or policy changes could hinder their ability to hire, retain or deploy key leadership and other personnel, or otherwise prevent new or modified products from being developed, cleared or approved or commercialized in a timely manner or at all, which could negatively impact our business.
  • Risks Related to Our Reliance on Third Parties
  • We rely on third parties to conduct many of our clinical trials and preclinical studies. Any failure by a third party to conduct the clinical trials according to GCPs and other requirements and in a timely manner may delay or prevent our ability to seek or obtain regulatory approval for or commercialize seralutinib.
  • We rely on third parties for the manufacture of seralutinib for clinical development and expect to continue to do so for the foreseeable future. This reliance on third parties increases the risk that we will not have sufficient quantities of seralutinib or such quantities at an acceptable cost, which could delay, prevent or impair our development or commercialization efforts.
  • We have entered into, and may in the future seek to enter into, collaborations, licenses and other similar arrangements and we may not realize the benefits of such relationships, or may not be successful in entering into such relationships
  • Our reliance on third parties requires us to share our trade secrets, which increases the possibility that a competitor will discover them or that our trade secrets will be misappropriated or disclosed.
  • Risks Related to Commercialization of Seralutinib
  • Even if we receive regulatory approval for seralutinib, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense. Additionally, seralutinib, if approved, could be subject to labeling and other restrictions on marketing or withdrawal from the market, and we may be subject to penalties if we fail to comply with regulatory requirements or if we experience unanticipated problems with seralutinib, when and if it is approved.
  • The commercial success of seralutinib will depend upon the degree of its market acceptance by physicians, patients, healthcare payors and others in the medical community.
  • The FDA and other regulatory agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses. If we are found or alleged to have improperly promoted off-label uses, we may become subject to significant liability.
  • The successful commercialization of seralutinib, 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 seralutinib could limit our ability to market seralutinib and decrease our ability to generate revenue.
  • We face significant competition, and if our competitors develop technologies or product candidates more rapidly than we do or their technologies are more effective, our ability to develop and successfully commercialize seralutinib may be adversely affected.
  • If the market opportunities for seralutinib are smaller than we believe they are, our revenue may be adversely affected, and our business may suffer.
  • We currently have no marketing and sales organization and have no experience as a company in commercializing products, and we may have to invest significant resources to develop these capabilities. If we are unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell seralutinib, we may not be able to generate product revenue.
  • Our future profitability may depend, in part, on Chiesi's ability to operate in foreign markets, where they would be subject to additional regulatory burdens and other risks and uncertainties.
  • Risks Related to Our Business Operations and Industry
  • Our results of operations may fluctuate significantly, which makes our future results of operations difficult to predict and could cause our results of operations to fall below expectations or any guidance we may provide.
  • We are dependent on the services of our management and other clinical and scientific personnel, and if we are not able to retain these individuals or recruit additional management or clinical and scientific personnel, our business will suffer.
  • We may encounter difficulties in managing our growth and expanding our operations successfully, and internal restructuring activities may result in disruptions to our business or otherwise materially harm our results of operations or financial conditions.
  • We are subject to various federal, state and foreign healthcare laws and regulations, and our failure to comply with these laws and regulations could harm our results of operations and financial condition.
  • We are subject to governmental regulation and other legal obligations related to privacy, data protection and information security. Actual or perceived failures to comply with such requirements could have a material adverse effect on our business, financial condition or results of operations.
  • Current and future healthcare reform legislation or regulation may increase the difficulty and cost for us to obtain marketing approval for and commercialize seralutinib and may affect the prices we may obtain and may have a negative impact 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 seralutinib.
  • We, Chiesi and any of our potential future collaborators will be required to report to regulatory authorities if any of our approved products cause or contribute to adverse medical events, and any failure to do so would result in sanctions that would materially harm our business.
  • Our employees and independent contractors, including principal investigators, CROs, consultants and vendors, may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.
  • We have in the past, and may in the future, engage in strategic transactions that could impact our liquidity, increase our expenses and present significant distractions to our management.
  • Risks Related to Our Intellectual Property
  • Our success depends on our ability to protect our intellectual property and our proprietary technologies.
  • If we fail to comply with our obligations in the agreements under which we license intellectual property rights for seralutinib from third parties, or otherwise experience disruptions to our business relationships with our licensors, we could lose license rights for seralutinib. Additionally, our license agreement for seralutinib includes sublicenses from a third party, and we must rely on Pulmokine's compliance with its obligations under its original license agreement.
  • If the scope of any patent protection we obtain is not sufficiently broad, or if we lose any of our patent protection, our ability to prevent our competitors from commercializing similar or identical product candidates would be adversely affected.
  • The patent protection and patent prosecution for seralutinib may be dependent on third parties.
  • Some of our intellectual property has been discovered through government-funded programs and thus may be subject to federal regulations such as “march-in” rights, certain reporting requirements and a preference for U.S.-based companies. Compliance with such regulations may limit our exclusive rights and limit our ability to contract with non-U.S. manufacturers.
  • Intellectual property rights do not necessarily address all potential threats to our competitive advantage.
  • Our commercial success depends significantly on our ability to operate without infringing the patents and other proprietary rights of third parties. Claims by third parties that we infringe their proprietary rights may result in liability for damages or prevent or delay our developmental and commercialization efforts.
  • We may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive, time consuming and unsuccessful. Further, our issued patents could be found invalid or unenforceable if challenged in court.
  • Intellectual property litigation may lead to unfavorable publicity that harms our reputation and causes the market price of our common shares to decline.
  • Recent patent reform legislation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents.
  • Changes in U.S. patent law, or laws in other countries, could diminish the value of patents in general, thereby impairing our ability to protect seralutinib.
  • We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property.
  • Patent terms may be inadequate to protect our competitive position on seralutinib for an adequate amount of time.
  • If we do not obtain patent term extension for seralutinib, our business may be materially harmed.
  • We may not be able to protect our intellectual property rights throughout the world.
  • Obtaining and maintaining our patent protection depends on compliance with various procedural, documentary, fee payment and other requirements imposed by regulations and governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
  • 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 we have wrongfully hired an employee from a competitor or that we or our employees have wrongfully used or disclosed alleged confidential information or trade secrets of their former employers.
  • Risks Related to Our Common Stock
  • An active, liquid and orderly market for our common stock may not be maintained.
  • The trading price of the shares of our common stock could be highly volatile, and purchasers of our common stock could incur substantial losses.
  • Our failure to meet the continued listing requirements of the Nasdaq could result in a delisting of our common stock.
  • Our executive officers, directors and principal stockholders, if they choose to act together, have the ability to control or significantly influence all matters submitted to stockholders for approval.
  • We do not currently intend to pay dividends on our common stock, and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the price of our common stock.
  • 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.
  • Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable and may lead to entrenchment of management.
  • 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 our amended and restated bylaws provide 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.
  • Our ability to use net operating loss carryforwards and other tax attributes may be limited.
  • We have been involved in securities class action litigation and could be subject in the future to securities class action litigation.
  • We are a smaller reporting company within the meaning of the Securities Act, and if we decide to take advantage of certain exemptions from various reporting requirements applicable to smaller reporting companies, our common stock could be less attractive to investors.
  • General Risk Factors
  • We and any of our third-party manufacturers or suppliers may use potent chemical agents and hazardous materials, and any claims relating to improper handling, storage or disposal of these materials could be time consuming or costly.
  • Our information technology, or IT, systems, or those of any of our CROs, manufacturers, other contractors or consultants or Chiesi or potential future collaborators, may fail or suffer security breaches, which could result in a material disruption of our seralutinib development program, which could materially affect our results.
  • Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses.
  • Unfavorable global economic conditions and adverse developments with respect to financial institutions and associated liquidity risk could adversely affect our business, financial condition and stock price.
  • We are subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws and anti-money laundering laws and regulations. Compliance with these legal standards could impair our ability to compete in domestic and international markets. We could face criminal liability and other serious consequences for violations, which could harm our business.

Legal proceedings

We are not currently a party to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. Regardless of the outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained.

The opening of Item 3, Legal Proceedings.5

Sources

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