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SGP on Nasdaq

SpyGlass Pharma, Inc.

In its 2026 annual report the company says: “We are a late-stage biopharmaceutical company dedicated to transforming the treatment paradigm for patients living with chronic eye conditions through long-acting, sustained drug delivery of approved medicines.”3 It is headquartered in Irvine, California.1 Its shares trade on Nasdaq under the symbol SGP.1

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Last updated Oct 21, 2026.

Overview

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  • TickerSGP on Nasdaq1
  • IndustrySurgical & Medical Instruments & Apparatus1
  • HeadquartersIrvine, California1
  • Incorporated inDE2
  • Business address15326 Alton Parkway, Irvine, Ca 926182
  • Filer category, Emerging growth company2
  • Legal formCorporation

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We are a late-stage biopharmaceutical company dedicated to transforming the treatment paradigm for patients living with chronic eye conditions through long-acting, sustained drug delivery of approved medicines. Our mission is to significantly improve the lives of patients with chronic eye conditions by developing durable drug delivery solutions that can empower patients and surgeons with confidence in long-term disease control and vision preservation.3 From its latest annual report

Financials

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

Financial statements

Operating income4-$41.4M in 2025+53% since 2024
-$60.0M-$40.0M-$20.0M02024: -$27.1M-$27.1M20242025: -$41.4M-$41.4M2025+53%
Net income4-$39.9M in 2025+37% since 2024
-$40.0M-$30.0M-$20.0M-$10.0M02024: -$29.2M-$29.2M20242025: -$39.9M-$39.9M2025+37%
Fiscal year2023202420252026
Research and development$20.0M4$29.2M4
Operating expenses$27.1M4$41.4M4
Operating income-$27.1M4-$41.4M4
Income before tax-$29.2M4-$39.9M4
Income tax$04$04
Net income-$29.2M4-$39.9M4
Earnings per share-$16.314-$17.984
Earnings per share (diluted)-$16.314-$17.984
Shares (weighted, basic)1.8M shares42.2M shares4
Shares (weighted, diluted)1.8M shares42.2M shares4

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Corporate structure

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

Major holders of SpyGlass Pharma, Inc.

  • SpyGlass Pharma, Inc. Irvine, California

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

What it owns

What SpyGlass Pharma, 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$3.5M4 Dec 31, 2025$2.7M4 Dec 31, 2024+27.4%
Accumulated depreciation$1.1M4 Dec 31, 2025$543.0K4 Dec 31, 2024+105.2%
Property and equipment, net$2.3M4 Dec 31, 2025$2.2M4 Dec 31, 2024+7.9%
Operating-lease assets (leased space)$1.6M4 Dec 31, 2025$3.3M4 Dec 31, 2024−52.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$96.4M4 Dec 31, 2025$16.3M4 Dec 31, 2024+492.3%

Properties, in its own words

Our corporate headquarters are currently located in Aliso Viejo, California, and consists of 22,592 rentable square feet of office and laboratory space pursuant to a lease that expires not later than July 31, 2026. We have entered into a lease for a new headquarters in Irvine, California consisting of approximately 32,621 rentable square feet of office and laboratory space for a term of approximately 84 months commencing on July 1, 2026. We lease all of our facilities and do not own any real property. We believe that our existing facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available as and when needed.

Item 2 of the 10-K filed Mar 26, 2026.3

Leadership

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

Chief executive

  1. Patrick H. Mooney2026–now

Chief financial officer

  1. Jean-Frederic Viret2026–now

Chief operating officer

  1. James Robert Dennewill Jr.2026–now
Board members and other officers (12)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorBilal Khan named Jun 5, 202519
  • DirectorCynthia Yee named Jul 11, 2023 to Jun 5, 202519
  • DirectorGeoff Pardo named Jun 5, 202519
  • DirectorJake Merrill named Jun 5, 202519
  • DirectorRoger Zhang named Jul 11, 2023 to Jun 5, 202519

Former names

  • SpyGlassPharma, Inc.Jul 11, 2023 to Jun 5, 20252
  • SpyGlass Ophthalmics, Inc.Jun 5, 2019 to Jan 5, 20212

Timeline

  1. Oct 1, 20268-K Regulation FD disclosure; Other events20
  2. Aug 6, 20268-K Results of operations21
  3. May 14, 20268-K Results of operations22
  4. Mar 26, 20268-K Results of operations23
  5. Mar 9, 20268-K Other events24
  6. Feb 13, 20268-K Executive or director change25
  7. Feb 9, 20268-K Executive or director change; Bylaws or fiscal year changed; Regulation FD disclosure26
  8. Feb 5, 2026New chief executive Patrick H. Mooney becomes CEO7

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/202627

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results21
  2. May 14, 2026Reported quarterly or annual results22
  3. Mar 26, 2026Reported quarterly or annual results23

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

Filings

89 filings to the SEC since October 2021: 1 annual reports, 2 quarterly reports, 7 major events, 54 insider forms, 6 large holders, 2 private raises, 17 other. The latest 20:

  1. Oct 1, 20268-K EDGAR
  2. Aug 6, 202610-Q EDGAR
  3. Aug 6, 20268-K EDGAR
  4. May 14, 202610-Q EDGAR
  5. May 14, 20268-K EDGAR
  6. Mar 26, 202610-K EDGAR
  7. Mar 26, 20268-K EDGAR
  8. Mar 9, 20268-K EDGAR
  9. Feb 17, 2026SCHEDULE 13G EDGAR
  10. Feb 17, 2026SCHEDULE 13D EDGAR
  11. Feb 13, 2026SCHEDULE 13G EDGAR
  12. Feb 13, 20268-K EDGAR
  13. Feb 13, 2026SCHEDULE 13D EDGAR
  14. Feb 13, 2026SCHEDULE 13D EDGAR
  15. Feb 11, 20264 EDGAR
  16. Feb 11, 20264 EDGAR
  17. Feb 11, 20264 EDGAR
  18. Feb 11, 20264/A EDGAR
  19. Feb 11, 20264 EDGAR
  20. Feb 11, 20264 EDGAR

The 89 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

15 open-market trades by officers, directors and large owners since October 2021: 15 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Feb 9, 2026Khan Bilal ArshadDirectorBuy135,000$16.00$2.2MForm 4
Feb 9, 2026Pardo Geoffrey BDirectorBuy312,500$16.00$5.0MForm 4
Feb 9, 2026RA Capital Healthcare Fund LPDirectorBuy3,690,000$16.00$59.0MForm 4
Feb 9, 2026Behbahani AliDirectorBuy937,500$16.00$15.0MForm 4
Feb 9, 2026Florence Anthony A. Jr.10% ownerBuy937,500$16.00$15.0MForm 4
Feb 9, 2026BASKETT FOREST10% ownerBuy937,500$16.00$15.0MForm 4
Feb 9, 2026NEA 17 GP, LLC10% ownerBuy937,500$16.00$15.0MForm 4
Feb 9, 2026Yang Rick10% ownerBuy937,500$16.00$15.0MForm 4
Feb 9, 2026Makhzoumi Mohamad10% ownerBuy937,500$16.00$15.0MForm 4
Feb 9, 2026SANDELL SCOTT D10% ownerBuy937,500$16.00$15.0MForm 4
Feb 9, 2026Mathers Edward T10% ownerBuy937,500$16.00$15.0MForm 4
Feb 9, 2026Chang Carmen10% ownerBuy937,500$16.00$15.0MForm 4
Feb 9, 2026Walker Paul Edward10% ownerBuy937,500$16.00$15.0MForm 4
Feb 9, 2026Nielsen Kirk G.DirectorBuy165,000$16.00$2.6MForm 4
Feb 9, 2026Vensana Capital I GP, LLC10% ownerBuy165,000$16.00$2.6MForm 4

From Forms 4 filed with the SEC.

Major holders

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

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$115.0M 2023–2025
Money received by yearMoney received by year, 2023–2025: $115.0M in all. Private raises (Form D) $115.0M.$0$20M$40M$60M$80M2023 · Private raises (Form D): $40.0M202320242025 · Private raises (Form D): $75.0M2025
Figures by year
YearPrivate raises (Form D)Total
2025$75.0M$75.0M
2023$40.0M$40.0M

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. May 30, 2025Raised $75 million in a private offering of equity19 Form D: 10 investors so far Form D
  2. Jul 6, 2023Raised $40 million in a private offering of equity34 Form D: $90 million offered in all 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 52. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Ra Capital Management, L.P.8,021,117$178.6M1.6%No change
NEA Management Company, LLC7,392,301$164.6M10.4%No change
Sands Capital Alternatives, LLC2,500,012$55.7M9.1%No change
Samsara Biocapital, LLC2,109,953$47.0M3.9%No change
BlackRock, Inc.711,712$15.8M0.0%+566,973
Vestal Point Capital, LP670,000$14.9M0.3%+3,240
Jpmorgan Chase & Co629,739$13.6M0.0%+52,630
Deerfield Management Company, L.P.550,000$12.2M0.2%No change
Millennium Management LLC507,257$11.3M0.0%+38,463
Aberdeen Group plc493,076$11.0M0.0%+272,622
Vanguard Capital Management LLC434,423$9.7M0.0%−390
Geode Capital Management, LLC277,325$6.2M0.0%+150,785
Franklin Resources Inc233,412$5.2M0.0%−66,588
Affinity Asset Advisors, LLC131,586$2.9M0.1%−118,414
State Street Corp117,561$2.6M0.0%+100,311
Charles Schwab Investment Management Inc85,681$1.9M0.0%+26,071
Northern Trust Corp82,451$1.8M0.0%+61,589
Vanguard Portfolio Management LLC75,812$1.7M0.0%+72,132
Vanguard Fiduciary Trust Co68,498$1.5M0.0%+8,716
Alyeska Investment Group, L.P.57,000$1.3M0.0%No change
TD Asset Management Inc47,580$1.1M0.0%No change
Ameriprise Financial Inc45,668$1.0M0.0%+1,191
Alps Advisors Inc33,932$755.3K0.0%New
Bank of New York Mellon Corp23,944$533.0K0.0%New
Virtus Investment Advisers, LLC17,744$395.0K0.1%New

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

SEC filer profile

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

  • Name on EDGARSpyGlass Pharma, Inc.1
  • CIK0001778922
  • Employer ID (EIN)83-30442453
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Industry code (SIC)3841 Surgical & Medical Instruments & Apparatus1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address15326 Alton Parkway, Irvine, CA 926181
  • Phone949-284-69041
  • Shares outstanding33,447,979 as of Jul 29, 20265
  • Public float$0 as of Jun 30, 20254
  • AuditorDeloitte & Touche LLP, Costa Mesa, CA PCAOB ID 34; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceJun 5, 20191
  • Filings91 in all: 4 (29), 3 (24), 8-K (7), CORRESP (4), D (4), SCHEDULE 13D (4), UPLOAD (3), 10-Q (2)1
    All 21 form types

    SCHEDULE 13G (2), 10-K (1), 4/A (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), DRS/A (1), DRSLTR (1), EFFECT (1), S-1 (1), S-1/A (1), S-8 (1)

  • Latest filingsAnnual report (10-K) Mar 26, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Latest 8-K (8-K) Oct 1, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.00001 per shareSGPThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 26, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks SpyGlass Pharma, Inc. names in Item 1A of its 10-K filed Mar 26, 2026: 74 risks under these headings, as written.3

  • Risks Related to Our Limited Operating History, Our Business and Our Industry
  • Risks Related to Our Intellectual Property
  • Risks Related to Development, Regulatory Approval and Commercialization
  • Risks Related to Our Business Operations
  • Risks Related to Ownership of Our Common Stock
  • We are a late-stage biopharmaceutical company with a limited operating history in developing drug delivery systems and have no products approved for commercial sale, which may make it difficult for you to evaluate our current business and predict our future success and viability.
  • We have incurred significant losses and negative cash flows from operations since our formation, and we anticipate that we will continue to incur significant losses for the foreseeable future and may never achieve or maintain profitability.
  • We are substantially dependent on the success of our lead product candidate, our BIM-IOL System, which is currently in clinical trials. If we are unable to complete development of, obtain approval for and commercialize our BIM-IOL System in a timely manner our business will be harmed. We currently generate no revenues from sales of any products and may never generate revenue or be profitable.
  • Even if the BIM-IOL System or any other product candidate receives marketing approval, such product candidate may fail to achieve market acceptance by surgeons, patients and others in the medical community, and the market opportunity for these product candidates, if approved, may be smaller than we estimate.
  • We face significant competition, and if our competitors develop and market technologies or products more rapidly than we do or that are more effective, safer or less expensive than the product candidates we develop, our commercial opportunities will be negatively impacted. Our product candidates may, if approved, also face competition from existing branded, generic and off-label products.
  • We expect that we will need substantial additional capital to complete the development and any commercialization of our current and any future product candidates, which may cause dilution to our stockholders. If we are unable to raise this capital when needed, we may be forced to delay, reduce or eliminate our research and development programs or other operations.
  • Implantation of our BIM-IOL System involves risks and may result in complications and AEs, which may limit adoption of the BIM-IOL System, if approved, and negatively affect our business, financial condition and results of operations.
The other 67 risks
  • If the components of our BIM-IOL System experience mechanical failure during clinical trials or potential future commercial use, our business, financial condition and prospects could be negatively affected.
  • If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of our product candidates, if approved.
  • Our lead product candidate, the BIM-IOL System, is designed to deliver an API that is already on the market, which exposes us to additional risks.
  • 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.
  • Changes in U.S. trade policy, including recently announced tariffs, could have a material adverse impact on our business, financial condition, and results of operations.
  • We depend substantially on intellectual property rights granted under our license agreement with the Regents of the University of Colorado. If we lose our existing license or are unable to acquire or license additional proprietary rights from third parties, we may not be able to continue developing our product candidates.
  • If we are unable to obtain and maintain sufficient intellectual property protection for our technology, products and product candidates we may develop, or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors or other third parties could develop and commercialize products similar or identical to ours, and our ability to successfully develop and, if approved, commercialize our products may be adversely affected.
  • The patent application process is subject to numerous risks and uncertainties, and there can be no assurance that we or any of our potential future collaborators will be successful in protecting our BIM-IOL System or our other product candidates by obtaining and defending patents.
  • U.S. and foreign patent laws relating to the patentability of certain inventions in drug delivery technology, medical device and medical product industry are uncertain and rapidly changing, which may adversely impact our existing patents or our ability to obtain patents in the future.
  • Patent terms may be inadequate to protect our competitive position on our BIM-IOL System or other product candidates for an adequate amount of time.
  • We may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop and market our product candidates.
  • Obtaining and maintaining our patent protection depends on compliance with various procedural processes, document submission, fee payment, and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for noncompliance with these requirements.
  • We may become involved in third-party claims of intellectual property infringement, which may delay or prevent the development and commercialization of our BIM-IOL System and any future product candidate.
  • We may become involved in lawsuits to protect or enforce our patents or other intellectual property rights, or the patents or other intellectual property rights of our licensors, which could be expensive, time consuming, and unsuccessful, and could result in a court or administrative body finding our patents to be invalid or unenforceable.
  • We may not be able to protect our intellectual property rights in the United States and foreign jurisdictions which we have filed for intellectual property protection, which could impair our business.
  • If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
  • We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of their former employers or other third parties or claims asserting ownership of what we regard as our own intellectual property.
  • Our employees, consultants or independent contractors may wrongfully use or disclose confidential information of ours to the public or third-party competitor and we could fail to protect potential intellectual property rights and other important information identified in the confidential information.
  • We may be subject to claims that former employers, consultants or other third parties have an ownership interest in our patents or patent applications as an inventor or co-inventor.
  • If our trademarks, future trademarks and trade names are not adequately protected, then we may not be able to build brand recognition in our markets of interest and our business may be adversely affected.
  • Intellectual property rights do not necessarily address all potential threats to our competitive advantage.
  • If we fail to comply with our obligations under any license, collaboration or other agreements, such agreements may be terminated, we may be required to pay damages, and we could lose intellectual property rights that are necessary for developing and protecting our product candidates.
  • Any collaboration or partnership arrangements that we may enter into in the future may not be successful, which could adversely affect our ability to develop and commercialize our products.
  • We may not be able to license or acquire additional or necessary intellectual property rights or technology from third parties.
  • Intellectual property discovered through government funded programs 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.
  • Because of the expense and uncertainty of litigation, we may not be in a position to enforce our intellectual property rights against third parties.
  • The regulatory approval processes of the FDA and other comparable foreign regulatory authorities are lengthy, time consuming and inherently unpredictable. If we are ultimately unable to obtain regulatory approval for our product candidates, we will be unable to generate product revenue and our business will be substantially harmed.
  • The clinical trials of our product candidates may not demonstrate safety and efficacy to the satisfaction of the FDA or other comparable foreign regulatory authorities or otherwise produce positive results.
  • Enrollment and/or retention of patients in clinical trials is an expensive and time-consuming process subject to various external factors beyond our control that may cause delays in the clinical development of our product candidates.
  • If our product candidates are associated with undesirable side effects or have unexpected characteristics in preclinical studies or clinical trials, we may need to interrupt, delay or abandon their development or limit development to more narrow uses or subpopulations in which the undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective.
  • Interim, initial, “top-line” 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.
  • If the FDA does not conclude that a product candidate satisfies the requirements for the Section 505(b)(2) regulatory approval pathway, or if the requirements under Section 505(b)(2) are not as we expect, the approval pathway for our product candidates in this pathway will likely take significantly longer, cost significantly more and entail significantly greater complications and risks than anticipated, and in either case may not be successful.
  • Additional time may be required to obtain regulatory approval for our product candidates because they are combination products.
  • Changes in methods of product candidate manufacturing or formulation may result in additional costs or delay.
  • Obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval of our product candidates in other jurisdictions.
  • We have conducted, are currently conducting, and may in the future conduct, clinical trials for current or future product candidates outside the United States, and the FDA and comparable foreign regulatory authorities may not accept data from such trials.
  • Even if we receive regulatory approval of our product candidates, we will be subject to ongoing regulatory obligations and continued regulatory oversight, which may result in significant additional expense and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our product candidates.
  • The FDA and other regulatory agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses.
  • Since we use the same drug delivery technology for all of our product candidates, if any of our product candidates demonstrates unanticipated biocompatibility, usability, performance or safety issues in a clinical or nonclinical study, our entire pipeline may be adversely affected.
  • Any product candidates we develop may become subject to unfavorable third-party coverage and reimbursement policies, as well as pricing regulations.
  • Disruptions at the FDA, the Securities and Exchange Commission (the SEC) and other government agencies caused by funding shortages, global health concerns, staffing limitations or otherwise could hinder their ability to hire and retain key leadership and other personnel, or otherwise prevent new or modified products from being developed, approved or commercialized in a timely manner or at all, or otherwise prevent those agencies from performing normal business functions on which the operation of our business may rely, which could negatively impact our business.
  • We may face difficulties from changes to current regulations and future legislation.
  • Our relationships with healthcare professionals, clinical investigators, CROs and third party payors in connection with our current and future business activities may be subject to federal and state healthcare fraud and abuse laws, false claims laws, transparency laws, and government price reporting, which could expose us to, among other things, criminal sanctions, civil
  • penalties, contractual damages, exclusion from governmental healthcare programs, reputational harm, administrative burdens and diminished profits and future earnings.
  • Our employees, independent contractors, consultants, commercial collaborators, principal investigators, CROs, suppliers and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.
  • Actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements could adversely affect our business, results of operations, and financial condition.
  • If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on our business.
  • Our success is highly dependent on our ability to attract and retain highly skilled executive officers and employees.
  • We expect to significantly expand our organization, including building sales and marketing capability and creating additional infrastructure to support our operations as a public company, and as a result, we may encounter difficulties in managing our growth, which could disrupt our operations.
  • We rely, and expect to continue to rely, on third parties, including independent clinical investigators and CROs, to conduct certain aspects of our preclinical studies and clinical trials. If these third parties do not successfully carry out their contractual duties, comply with applicable regulatory requirements or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize our product candidates and our business could be substantially harmed.
  • We contract with third parties for the manufacture of our product candidates for preclinical studies and our ongoing clinical trials and expect to continue to do so for additional clinical trials and ultimately for commercialization. This reliance on third parties increases the risk that we will not have sufficient quantities of our product candidates for clinical development or such quantities at an acceptable cost, which could delay, prevent or impair our development or commercialization efforts.
  • If we engage in acquisitions, in-licensing or strategic partnerships in the future, this may increase our capital requirements, dilute our stockholders, cause us to incur debt or assume contingent liabilities and subject us to other risks.
  • We have identified a material weakness in our internal control over financial reporting which, if not remediated, could cause us to fail to timely and accurately report our financial results or prevent fraud, result in restatements of our financial statements and could subject our stock to delisting. As a consequence, stockholders could lose confidence in our financial reporting and our stock price could suffer.
  • Our internal computer systems, or those of any of our CROs, manufacturers, other contractors or consultants or potential future collaborators, may fail or suffer actual or suspected security or privacy breaches or incidents or other unauthorized or improper access to, use of, or destruction of our proprietary or confidential data, employee data, or personal data, which could result in additional costs, loss of revenue, significant liabilities, harm to our brand and material disruption of our operations, and potentially significant delays in our delivery to market.
  • Our business could be affected by litigation, government investigations, and enforcement actions.
  • A variety of risks associated with marketing our product candidates internationally could materially adversely affect our business.
  • An active, liquid and orderly market for our common stock may not develop, or if it is developed, may not be sustained, or we may in the future fail to satisfy the continued listing requirements of Nasdaq, and, as a result, it may be difficult for you to sell your shares of our common stock.
  • The trading price of our common stock may be highly volatile, and you could lose all or part of your investment.
  • Our principal stockholders and management own a significant percentage of our common stock and will be able to exercise significant influence over matters subject to stockholder approval.
  • A significant portion of our outstanding shares of common stock is restricted from immediate resale but may be sold into the market in the near future, which could cause the market price of our common stock to decline significantly, even if our business is doing well.
  • Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
  • Our board of directors is authorized to issue and designate shares of our redeemable convertible preferred stock in additional series without stockholder approval.
  • We are an “emerging growth company” and, due to the reduced reporting requirements applicable to emerging growth companies, certain investors may find investing in our common stock less attractive.
  • We do not anticipate paying cash dividends for the foreseeable future, and therefore investors should not buy our stock if they wish to receive cash dividends. Investors may never obtain a return on their investment.
  • Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws might delay, discourage or prevent a change in control of our company or changes in our management, thereby depressing the market price of our common stock.
  • Our amended and restated bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, and also provide that the federal district courts is the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders or employees.
  • Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
  • General Risk Factors

Legal proceedings

On September 17, 2025, Glaukos Corporation (Glaukos) filed a lawsuit in the United States District Court for the Central District of California against SpyGlass and against one of our employees, Long Doan (together, the Defendants) (Case No. 8:25-cv-02105) (the Complaint). Glaukos asserted two causes of action against the Company: trade secret misappropriation under the federal Defend Trade Secrets Act, and a similar claim under California’s unfair competition statute. Glaukos asserted three claims against Mr. Doan: breach of contract, fraud regarding employee exit documentation, and a violation of the Computer Fraud and Abuse Act. The Complaint requests customary remedies, including (a) a judgment that the Company misappropriated Glaukos’ trade secrets, (b) seizure of Defendants’ computers to arrange for the deletion of any of Glaukos’ trade secrets, (c) a temporary, preliminary and permanent injunction against the Defendants from the use of certain intellectual property, (d) damages, (e) attorneys’ fees, (f) interest on any foregoing sums, and (g) any relief as the court deems just and equitable, which could include future royalty payments. On October 6, 2025, Glaukos filed a motion for a preliminary injunction based on the Company’s alleged misappropriations and Mr. Doan’s alleged breaches. The Company and Mr. Doan opposed the motions for a preliminary injunction on October 30, 2025. Glaukos filed its reply in support of its motion for a preliminary injunction on November 10, 2025, and a hearing on the motion for preliminary injunction was held on December 11, 2025, where the court denied Glaukos’ request for employment restrictions on Mr. Doan and the Company, and ordered the parties to arrange and agree to a process for the forensic review of alleged trade secret information. On November 18, 2025, the Company and Mr. Doan each filed motions to dismiss Glaukos’ complaint.

The opening of Item 3, Legal Proceedings.3

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