MIRM on Nasdaq

Mirum Pharmaceuticals

Biopharmaceutical company based in Foster City, founded in 20181

In its 2026 annual report the company says: “We are a biopharmaceutical company dedicated to transforming the treatment of rare diseases. We have three approved medicines: LIVMARLI® (maralixibat), CHOLBAM® (cholic acid) capsules, and CTEXLI® (chenodiol) tablets.”5 Its shares trade on Nasdaq under the symbol MIRM.1

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Last updated Oct 21, 2026.

Overview

2018Founded1

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  • TickerMIRM on Nasdaq1
  • Industrypharmaceutical industry1
  • HeadquartersFoster City1
  • Websitemirumpharma.com
  • Legal formDelaware corporation1
  • Incorporated inDE4
  • Business address989 East Hillsdale Boulevard, Suite 300, Foster City, Ca 944044
  • Filer categoryLarge accelerated filer4
  • LEI254900YZKR40F7F27K813
  • StatusActive3
  • LEI statusIssued and current3
  • Registered addressC/O REGISTERED AGENT SOLUTIONS, INC., 19904 Dover, United States3
  • Registered withDivision of Corporations, Department of State, 68469823

We are a biopharmaceutical company dedicated to transforming the treatment of rare diseases.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

-4.2%Operating margin6
-4.5%Net margin6
54.7%Revenue growth, 20256
-7.4%Return on equity6
$54.9MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Livmarli brought in 69% of the revenue Mirum Pharmaceuticals broke down this way in fiscal 2025.

  1. Livmarli$360.0M669%up 69% from 2024
  2. Bile Acid Medicines$161.3M631%up 31% from 2024
Products and services by year
Products and services202320242025
Livmarli$141.8M$213.3M$360.0M
Bile Acid Medicines$37.1M$123.1M$161.3M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Selling, general and admin49¢$257.0M
  • Other costs50¢$262.3M
  • Income tax0¢$1.9M

Out of $521.3M in revenue.6 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending2¢$954.0K
  • Kept or used elsewhere98¢$54.9M

Out of $55.8M of cash from operations.6

Financial statements

Revenue7896$521.3M in 2025
0$200.0M$400.0M$600.0M2020: $0$020202021: $19.1M$19.1M20212022: $77.1M$77.1M2022+303%2023: $186.4M$186.4M2023+142%2024: $336.9M$336.9M2024+81%2025: $521.3M$521.3M2025+55%
Operating income107896-$22.1M in 2025−60% since 2019
-$200.0M-$150.0M-$100.0M-$50.0M02019: -$54.7M-$54.7M20192020: -$104.3M-$104.3M2020+91%2021: -$173.4M-$173.4M2021+66%2022: -$131.2M-$131.2M2022−24%2023: -$109.2M-$109.2M2023−17%2024: -$87.6M-$87.6M2024−20%2025: -$22.1M-$22.1M2025−75%
Net income107896-$23.4M in 2025−56% since 2019
-$200.0M-$150.0M-$100.0M-$50.0M02019: -$52.6M-$52.6M20192020: -$103.3M-$103.3M2020+97%2021: -$84.0M-$84.0M2021−19%2022: -$135.7M-$135.7M2022+62%2023: -$163.4M-$163.4M2023+20%2024: -$87.9M-$87.9M2024−46%2025: -$23.4M-$23.4M2025−73%

Every line of the income statement as filed: the last 3 fiscal years, latest first.6

Period ending2025-12-312024-12-312023-12-31
Total revenue$521.3M$336.9M$186.4M
Cost of sales$100.2M$81.6M$47.0M
Research and development$186.2M$140.6M$102.6M
Selling, general and administrative$257.0M$202.2M$145.9M
Total operating expenses$543.4M$424.5M$295.5M
Loss from operations-$22.1M-$87.6M-$109.2M
Interest income$12.7M$13.8M$13.7M
Interest expense-$14.4M-$14.3M-$15.1M
Loss from termination of revenue interest purchase agreement$0$0-$49.1M
Other income (expense), net$2.4M$1.2M-$2.8M
Loss before provision for income taxes-$21.4M-$86.9M-$162.4M
Provision for income taxes$1.9M$1.0M$991.0K
Net loss-$23.4M-$87.9M-$163.4M
Net loss per share, basic (in dollars per share)-$0.47-$1.85-$4.00
Net loss per share, diluted (in dollars per share)-$0.47-$1.85-$4.00
Weighted-average shares of common stock outstanding, basic (in shares)50.2M shares47.5M shares40.9M shares
Weighted-average shares of common stock outstanding, diluted (in shares)50.2M shares47.5M shares40.9M shares

Compare Mirum Pharmaceuticals with another company

Corporate structure

Mirum Pharmaceuticals 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 Mirum Pharmaceuticals

  • Mirum Pharmaceuticals Foster City, 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 Mirum Pharmaceuticals 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
Accumulated depreciation$1.1M6 Dec 31, 2025$700.0K6 Dec 31, 2024+57.1%
Property and equipment, net$1.9M6 Dec 31, 2025$1.1M6 Dec 31, 2024+63.5%
Operating-lease assets (leased space)$8.7M6 Dec 31, 2025$8.7M6 Dec 31, 2024+0.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$296.7M6 Dec 31, 2025$222.5M6 Dec 31, 2024+33.3%
Marketable securities, current$86.6M6 Dec 31, 2025$57.8M6 Dec 31, 2024+49.9%
Marketable securities, non-current$8.1M6 Dec 31, 2025$12.5M6 Dec 31, 2024−35.3%
Long-term investments$8.1M6 Dec 31, 2025$12.5M6 Dec 31, 2024−35.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$260.9M6 Dec 31, 2025$249.8M6 Dec 31, 2024+4.4%
Finite-lived intangibles, gross$321.6M6 Dec 31, 2025$286.6M6 Dec 31, 2024+12.2%
Accumulated amortization$60.7M6 Dec 31, 2025$36.8M6 Dec 31, 2024+65.0%
Finite-lived intangibles, net$260.9M6 Dec 31, 2025$249.8M6 Dec 31, 2024+4.4%

Inventory

ItemLatestA year beforeChange
Inventory, total$24.9M6 Dec 31, 2025$22.4M6 Dec 31, 2024+11.1%
Work in process$18.5M6 Dec 31, 2025$16.1M6 Dec 31, 2024+14.8%
Finished goods$3.5M6 Dec 31, 2025$3.3M6 Dec 31, 2024+7.1%

Properties, in its own words

We lease 36,318 square feet of space for our headquarters in Foster City, California under an agreement that was most recently amended in 2026. Under the amended lease, we will lease an additional 19,430 square feet for a total of 55,748 square feet with lease commencement for the additional space of the later of October 1, 2026 and fifteen days after the landlord’s substantial completion of the required tenant improvements (“Lease Commencement”). The expiry of the amended lease is five years from Lease Commencement.

We also lease approximately 6,000 square feet of space for an office in Basel, Switzerland under an agreement that expires in January 2031. Additionally, we lease approximately 7,000 square feet of office space in Zug, Switzerland that expires in June 2030. 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 needed.

The rest of Item 2

After the closing of the Bluejay Acquisition, we also lease 11,125 square feet of office space in Redwood City, California under a lease agreement that expires in November 2027.

Item 2 of the 10-K filed Feb 25, 2026.5

Leadership

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

Board members and other officers (19)

Timeline

  1. Oct 13, 20268-K Other events37
  2. Sep 28, 20268-K Other events38
  3. Sep 8, 20268-K Executive or director change39
  4. Aug 5, 20268-K Results of operations40
  5. Jun 18, 20268-K Shareholder vote41
  6. May 18, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares42
  7. May 6, 20268-K Results of operations43
  8. May 4, 20268-K Other events44
  9. Apr 27, 20268-K Other events45
  10. Apr 8, 20268-K Financial statements and exhibits46
  11. Feb 25, 20268-K Results of operations47
  12. Jan 26, 20268-K Completed an acquisition or sale; Regulation FD disclosure; Other events48
  13. Jul 18, 2019Went public Listed on NASDAQ1
  14. Jul 17, 2019New chief executive Christopher Peetz becomes CEO14
  15. 2018Founded Founded1

Calendar

Coming up

  1. Nov 3, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.05 a share, on Nov 4, 2025.49

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results40
  2. May 6, 2026Reported quarterly or annual results43
  3. Feb 25, 2026Reported quarterly or annual results47
  4. Jan 12, 2026Reported quarterly or annual results50
  5. Nov 4, 2025Reported quarterly or annual results51
  6. Aug 6, 2025Reported quarterly or annual results52
  7. May 7, 2025Reported quarterly or annual results53
  8. Feb 26, 2025Reported quarterly or annual results54

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

Filings

471 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 66 major events, 246 insider forms, 50 large holders, 1 private raises, 88 other. The latest 20:

  1. Oct 14, 20264 EDGAR
  2. Oct 13, 20268-K EDGAR
  3. Oct 6, 20264 EDGAR
  4. Sep 28, 20268-K EDGAR
  5. Sep 22, 20263 EDGAR
  6. Sep 15, 2026144 EDGAR
  7. Sep 15, 20264 EDGAR
  8. Sep 8, 20268-K EDGAR
  9. Sep 3, 20264 EDGAR
  10. Sep 3, 20264 EDGAR
  11. Sep 2, 2026144 EDGAR
  12. Sep 1, 2026144 EDGAR
  13. Aug 19, 20264 EDGAR
  14. Aug 18, 2026144 EDGAR
  15. Aug 13, 2026SCHEDULE 13G/A EDGAR
  16. Aug 12, 20264 EDGAR
  17. Aug 11, 2026144 EDGAR
  18. Aug 11, 20264 EDGAR
  19. Aug 10, 2026144 EDGAR
  20. Aug 6, 2026SCHEDULE 13G EDGAR

The 471 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

132 open-market trades by officers, directors and large owners since October 2021: 22 buys and 110 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 14, 2026BJERKHOLT ERICCHIEF FINANCIAL OFFICERSale9,943$98.37$978.1KForm 4
Sep 2, 2026Howe JolandaSVP, GLOBAL CONTROLLERSale658$100.00$65.8KForm 4
Sep 1, 2026Peetz ChristopherCHIEF EXECUTIVE OFFICERSale30,000$98.68$3.0MForm 4
Aug 18, 2026Howe JolandaSVP, GLOBAL CONTROLLERSale40,000$100.00$4.0MForm 4
Aug 11, 2026BJERKHOLT ERICCHIEF FINANCIAL OFFICERSale6,001$99.90$599.5KForm 4
Aug 10, 2026Peetz ChristopherCHIEF EXECUTIVE OFFICERSale20,000$98.92$2.0MForm 4
Aug 3, 2026Howe JolandaSVP, GLOBAL CONTROLLERSale1,840$105.29$193.7KForm 4
Jul 6, 2026Peetz ChristopherCHIEF EXECUTIVE OFFICERSale20,000$122.27$2.4MForm 4
Jul 6, 2026BJERKHOLT ERICCHIEF FINANCIAL OFFICERSale5,000$122.25$611.3KForm 4
Jul 1, 2026Howe JolandaSVP, GLOBAL CONTROLLERSale2,721$120.00$326.5KForm 4
Jun 17, 2026Howe JolandaSVP, GLOBAL CONTROLLERSale2,594$101.95$264.5KForm 4
Jun 8, 2026BJERKHOLT ERICCHIEF FINANCIAL OFFICERSale5,000$93.82$469.1KForm 4
Jun 1, 2026Peetz ChristopherCHIEF EXECUTIVE OFFICERSale30,000$95.84$2.9MForm 4
Jun 1, 2026Ramasastry SairaDirectorSale3,977$100.00$397.7KForm 4
May 15, 2026Ramasastry SairaDirectorSale2,000$109.47$218.9KForm 4
Apr 15, 2026Ramasastry SairaDirectorSale2,000$96.90$193.8KForm 4
Mar 16, 2026Howe JolandaSVP, GLOBAL CONTROLLERSale4,732$91.98$435.2KForm 4
Mar 16, 2026Quan JoanneCHIEF MEDICAL OFFICERSale7,287$91.98$670.3KForm 4
Mar 16, 2026Radovich PeterPRESIDENT AND COOSale16,515$91.98$1.5MForm 4
Mar 16, 2026Peetz ChristopherCHIEF EXECUTIVE OFFICERSale40,985$91.98$3.8MForm 4

All 132 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
2025Christopher PeetzChief Executive Officer$755.0K$10.4M68
2025Peter RadovichPresident and Chief Operating Officer$572.5K$4.0M68
2025Eric BjerkholtChief Financial Officer$520.0K$3.2M68
2025Joanne Quan, M.D.Chief Medical Officer$520.0K$3.2M68
2024Christopher PeetzChief Executive Officer$730.0K$6.6M68
2024Joanne Quan, M.D.Chief Medical Officer$479.2K$3.6M68
2024Peter RadovichPresident and Chief Operating Officer$550.0K$3.3M68
2024Eric BjerkholtChief Financial Officer$500.0K$2.0M68
2023Christopher PeetzChief Executive Officer$660.0K$6.5M68
2023Eric BjerkholtChief Financial Officer$151.6K$4.3M68
2023Peter RadovichPresident and Chief Operating Officer$505.0K$2.4M68

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Jan 23, 2026Raised $68.5 million in a private offering of equity Form D: 2 investors so far Form D

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
Frazier Life Sciences Management, L.P.7,679,684$899.1M19.6%No change
Jupiter Topco LLC5,909,184$691.7M0.3%New
BlackRock, Inc.4,390,063$513.9M0.0%+543,533
Fmr LLC3,670,314$429.7M0.0%+1,704,939
Vanguard Portfolio Management LLC2,377,019$278.3M0.0%+944,936
Vanguard Capital Management LLC2,254,109$263.9M0.0%−160,667
State Street Corp2,170,689$254.1M0.0%+226,408
William Blair Investment Management, LLC1,404,741$164.5M0.5%+1,069,072
Geode Capital Management, LLC1,393,908$163.2M0.0%+133,905
Invesco Ltd.1,364,084$159.7M0.0%+1,078,848
Wellington Management Group Llp1,309,987$153.4M0.0%−24,822
Eventide Asset Management, LLC1,248,389$146.2M2.0%−160,482
Tang Capital Management LLC1,236,027$144.7M6.6%No change
Capital World Investors1,153,480$135.0M0.0%+429,065
Franklin Resources Inc1,152,770$135.0M0.0%+437,966
Novo Holdings A/s1,125,000$131.7M7.6%−200,000
TCG Crossover Management, LLC1,062,049$124.3M3.0%No change
Bvf Inc/il1,056,027$123.6M3.2%−528,700
Polar Capital Holdings Plc845,524$99.0M0.3%+562,040
Rock Springs Capital Management LP798,145$93.4M4.6%−13,149
Nomura Asset Management International Inc.752,044$88.0M0.1%+346,723
Ameriprise Financial Inc726,694$85.1M0.0%+507,439
Two Sigma Investments, LP690,318$80.8M0.1%−84,523
Bank of New York Mellon Corp669,974$78.4M0.0%+85,451
Clearbridge Investments, LLC639,734$74.9M0.1%−32,136

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

SEC filer profile

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

  • Name on EDGARMirum Pharmaceuticals, Inc.2
  • CIK0001759425
  • Employer ID (EIN)83-12815555
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 312
  • Industry code (SIC)2834 Pharmaceutical Preparations2
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance2
  • Business address989 East Hillsdale Boulevard, Suite 300, Foster City, CA 944042
  • Phone650-667-40852
  • Shares outstanding64,932,203 as of Jul 31, 202612
  • Public float$2.3B as of Jun 30, 20255
  • AuditorErnst & Young LLP, San Mateo, California PCAOB ID 42; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceNov 20, 20182
  • Filings667 in all: 4 (312), 8-K (84), 144 (55), 3 (38), 10-Q (22), SC 13G/A (18), SCHEDULE 13G/A (17), SC 13D/A (15)2
    All 37 form types

    S-8 (10), CORRESP (9), SC 13G (9), 10-K (7), DEF 14A (7), DEFA14A (7), UPLOAD (7), 424B5 (5), ARS (4), EFFECT (4), S-3ASR (4), SC 13D (4), D (3), SCHEDULE 13D/A (3), 4/A (2), 424B4 (2), 8-K/A (2), DRS (2), S-1 (2), S-1/A (2), S-3 (2), SEC STAFF LETTER (2), 8-A12B (1), CERT (1), DRS/A (1), DRSLTR (1), NT 10-K (1), S-3/A (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Feb 25, 2026
    Quarterly report (10-Q) Aug 5, 2026
    Proxy statement (DEF 14A) Apr 23, 2026
    Latest 8-K (8-K) Oct 13, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.0001 per shareMIRMNasdaq Global Market

From the cover page of the 10-K filed Feb 25, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Mirum Pharmaceuticals names in Item 1A of its 10-K filed Feb 25, 2026: 74 risks under these headings, as written.5

  • Risks Related to Commercialization of our Approved Medicines and Development of our Product Candidates
  • The success of our business depends, in part, on our ability to market and sell our approved medicines profitably.
  • If we are unable to adequately grow, maintain and scale our marketing and sales capabilities or enter into or maintain rights pursuant to agreements with third parties to market and sell our approved medicines, we may not be able to generate viable revenues.
  • Our commercial success may be severely hindered if we are unable to obtain and/or maintain adequate coverage and reimbursement for our approved medicines and any future product candidates, if approved.
  • Our approved medicines or any one of our product candidates, if approved, may fail to achieve the market acceptance among physicians, patients and others in the medical community necessary for commercial success.
  • Our approved medicines and our product candidates may cause undesirable side effects or have other properties that could limit their commercial profile, expose us to product liability claims, delay or prevent regulatory approval of our product candidates or additional indications, or result in significant negative consequences following any additional marketing approval, any of which may adversely impact our business, financial condition, operating results and prospects.
  • If we fail to comply with our reporting and payment obligations under the Medicaid Drug Rebate Program or other governmental pricing programs in the U.S., we could be subject to additional reimbursement requirements, fines, sanctions and exposure under other laws which could have a material adverse effect on our business, results of operations and financial condition.
  • We may face product liability exposure, and if claims are brought against us, we may incur substantial liability if our insurance coverage for those claims is inadequate.
  • If we are found to have improperly promoted off-label uses of our approved medicines, or unapproved uses of our product candidates, if approved, or if we are found to be the cause of physician misuse or off-label use of our approved medicines or our product candidates, if approved, we may become subject to prohibitions on the sale or marketing of such products, product liability claims and significant fines, penalties and sanctions, and our brand and reputation could be harmed.
  • Our approved medicines and our product candidates are subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense. We may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with any product.
  • Our business depends, in part, on the success of our product candidates, each of which requires significant clinical testing before we can seek regulatory approval and potentially launch commercial sales.
  • We have encountered and may continue to encounter delays and difficulties enrolling patients in our clinical trials, and as a result, our clinical development activities could be delayed or otherwise adversely affected.
The other 62 risks
  • Our clinical trials may fail to adequately demonstrate the safety and efficacy of our product candidates, which could prevent or delay regulatory approval and commercialization.
  • Clinical drug development involves a lengthy and expensive process with uncertain outcomes, and results of earlier studies and trials may not be predictive of future trial results.
  • Any delays in the commencement or completion, or termination or suspension, of our clinical trials could result in increased costs for us, delay or limit our ability to generate revenue and adversely affect our commercial prospects.
  • Our product candidates are 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 our product candidates.
  • If we fail to develop and commercialize additional product candidates, we may be unable to grow our business. Further, 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.
  • If generic manufacturers are successful in their use of litigation or regulatory means to obtain approval for generic versions of LIVMARLI, our revenue and results of operations would be adversely affected.
  • Risks Related to Our Business and Industry
  • We have incurred substantial net losses since our inception and anticipate that we will continue to incur losses for the foreseeable future.
  • If the market opportunities for our product candidates are smaller than we believe they are, our future revenue may be adversely affected, and our business may suffer.
  • Obtaining and maintaining regulatory approval for a product candidate in one jurisdiction does not mean that we will be successful in obtaining regulatory approval for that product candidate in other jurisdictions.
  • Disruptions at the FDA, EMA and other foreign regulatory authorities caused by layoffs, funding shortages or global health concerns could negatively impact our business.
  • Recently enacted legislation, future legislation and healthcare reform measures may increase the difficulty and cost for us to obtain marketing approval for and commercialize our product candidates and may affect the prices we may set.
  • A variety of risks associated with marketing our product candidates internationally could materially adversely affect our business.
  • We face significant competition from other biotechnology and pharmaceutical companies with products that may directly or indirectly compete with ours, and our operating results will suffer if we fail to compete effectively.
  • Even though we have obtained orphan drug designation for several of our product candidates, we may not be able to obtain or maintain the benefits associated with orphan drug status, including market exclusivity.
  • We have formed and may continue to form or seek strategic alliances or enter into additional licensing arrangements in the future, and we may not realize the benefits of such alliances or licensing arrangements.
  • Our failure to successfully in-license, acquire, develop and market additional product candidates or approved medicines would impair our ability to grow our business.
  • We may fail to realize all of the anticipated benefits of our commercial and product candidate acquisitions or those benefits may take longer to realize than expected.
  • We are highly dependent on our key personnel, and if we are not successful in attracting and 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.
  • Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses.
  • Our employees, independent contractors, principal investigators, CROs, consultants, strategic partners and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.
  • Our relationships with customers, physicians and third-party payors may be subject, directly or indirectly, to federal, state and equivalent foreign healthcare fraud and abuse laws, false claims laws, transparency laws, health information privacy and security laws, monopoly and anti-trust laws, and other healthcare laws and regulations. If we or our employees, independent contractors, consultants, commercial partners or vendors violate these laws, we could face substantial penalties.
  • Any collaboration arrangements that we have or may enter into in the future may not be successful or may result in product diversion, which could adversely affect our ability to develop and commercialize our approved medicines and any then-approved product.
  • Risks Related to Our Reliance on Third Parties
  • We depend on intellectual property licensed from third parties and termination of any of these licenses could result in the loss of significant rights, which would harm our business.
  • We rely on third parties to conduct our clinical trials. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize our product candidates.
  • We rely completely on third parties to manufacture and distribute our clinical and commercial drug supplies, including certain sole-source suppliers and manufacturers. These third parties may fail to obtain and maintain regulatory approval for their facilities, fail to provide us with sufficient quantities of drug substance, drug product, or labeled finished product in a timely fashion, or fail to do so at acceptable quality levels or prices.
  • International trade policies, including tariffs, sanctions and trade barriers may adversely affect our business, financial condition, results of operations and prospects.
  • Risks Related to Our Financial Position and Capital Requirements
  • We may need substantial additional financing to continue our commercialization efforts for our approved medicines, develop our product candidates, license or acquire new product candidates and approved medicines, and implement our operating plans. If we fail to obtain additional financing when needed, we may be forced to delay, reduce or eliminate our product development programs or commercialization efforts.
  • 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.
  • We may be unable to raise the funds necessary to repurchase the Notes for cash following a fundamental change, or to pay any cash amounts due upon conversion, and any future indebtedness may limit our ability to repurchase the Notes or pay cash upon their conversion.
  • Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.
  • Changes in tax laws or regulations that are applied adversely to us or our customers could have a material adverse effect on our business, cash flow, financial condition or results of 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 our indebtedness.
  • The conditional conversion feature of the Notes may adversely affect our financial condition and operating results, and conversion of our outstanding Notes may result in the dilution of existing stockholders, create downward pressure on the price of our common stock, and restrict our ability to take advantage of future opportunities.
  • The accounting method for the Notes could adversely affect our reported financial condition and results.
  • Risks Related to Our Intellectual Property
  • We do not currently have patent protection or regulatory exclusivity for certain of our approved medicines or rely on regulatory exclusivity. If we are unable to obtain and maintain sufficient intellectual property protection for our approved medicines and our product candidates, or if the scope of the intellectual property protection is not sufficiently broad, our competitors could develop and commercialize products similar or identical to ours, and our ability to successfully commercialize our approved medicines and our other product candidates, if approved, may be adversely affected.
  • We currently rely on method-of-use and formulation patents to protect Livmarli and composition-of-matter and method-of-use patents to protect volixibat.
  • Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
  • Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect Livmarli and our product candidates.
  • We may not be able to protect our intellectual property rights throughout the world.
  • If we fail to comply with our obligations in the agreements under which we 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.
  • We may become subject to claims challenging the inventorship or ownership of our patents and other intellectual property.
  • 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.
  • Third-party claims alleging intellectual property infringement may prevent or delay our drug discovery and development efforts.
  • 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.
  • 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, and we may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights.
  • If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed. 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.
  • If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
  • Risks Related to Ownership of Our Common Stock
  • The trading price of our common stock may be volatile, and you could lose all or part of your investment.
  • We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock.
  • Our principal stockholders and management own a significant percentage of our stock and are able to exert significant control over matters subject to stockholder approval.
  • Future sales and issuances of our common stock or rights to purchase common stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
  • Our business could be negatively affected as a result of actions by activist stockholders, and such activism could impact the trading value of our securities.
  • Our failure to meet Nasdaq’s continued listing requirements could result in a delisting of our common stock.
  • Anti-takeover provisions under our charter documents and Delaware law could delay or prevent a change of control, which could limit the market price of our common stock and may prevent or frustrate attempts by our stockholders to replace or remove our current management.
  • Our amended and restated certificate of incorporation and amended and restated bylaws provide that the Court of Chancery of the State of Delaware and the federal district courts of the U.S. will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • General Risk Factors
  • Unfavorable geopolitical and macroeconomic developments could adversely affect our business, financial condition or results of operations.
  • If our information technology systems, or those used by our CMOs, CROs, commercial vendors or other contractors, consultants or third parties with whom we work, or our data are or were compromised, we could experience material adverse consequences, including but not limited to regulatory investigation, actions, litigation, fines and penalties, disruptions of our business operations, reputation harm, loss of revenue or profits, and other adverse consequences.
  • 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 can face criminal liability and other serious consequences for violations, which can harm our business.
  • If we or 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.
  • We have identified material weaknesses in our internal control over financial reporting in the past. If we identify additional material weaknesses in the future or otherwise fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired, which could adversely impact our investors’ confidence in our financial reports and our stock price could be adversely affected.
  • We have incurred and will continue to incur significant increased costs to comply with changing laws, rules, regulations and standards relating to various aspects of our business, including corporate governance, workforce initiatives and public disclosure, and failure to comply with such laws, rules, regulations and standards could adversely affect our business.

Legal proceedings

From time to time, we may become involved in legal proceedings relating to claims arising from the ordinary course of business. Our management believes that, other than as described below, there are currently no claims or actions pending against us, the ultimate disposition of which could have a material adverse effect on our results of operations, financial condition or cash flows.

The opening of Item 3, Legal Proceedings.5

Sources

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