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Private company

Terns Pharmaceuticals, Inc.

Terns Pharmaceuticals, Inc. is an American pharmaceutical preparations company based in Foster City.2

Last updated Oct 21, 2026.

Overview

  • IndustryPharmaceutical Preparations2
  • HeadquartersFoster City, United States2
  • Incorporated inDE3
  • Business address1065 East Hillsdale Blvd., Suite 100, Foster City, Ca 944043
  • Filer category, Emerging growth company3
  • Legal formCorporation2
  • LEI254900S1ZDQMF4MYP7092
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O The Corporation Trust Company, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 45146962

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On March 24, 2026, we entered into an Agreement and Plan of Merger (the Merger Agreement) by and among us, Merck Sharp & Dohme LLC, a New Jersey limited liability company (Parent), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (Purchaser). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Parent will cause Purchaser to commence a tender offer (the Offer) to purchase all of the outstanding shares of our common stock, par value $0.0001 per share (the Shares), at a price of $53.00 per Share (the Offer Price), without any interest thereon and subject to any withholding of taxes.4 From its latest annual report

Financials

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

Key numbers, fiscal 2022

-100.0%Revenue growth, 20225
-21.8%Return on equity6
0.00×Debt to equity5
-$49.4MFree cash flow7

Financial statements

Revenue85$0 in 2022
0$250.0K$500.0K$750.0K$1.0M2020: $0$020202021: $1.0M$1.0M20212022: $0$02022
Operating income857-$62.0M in 2022+68% since 2020
-$80.0M-$60.0M-$40.0M-$20.0M02020: -$37.0M-$37.0M20202021: -$49.9M-$49.9M2021+35%2022: -$62.0M-$62.0M2022+24%
Net income857-$60.3M in 2022+51% since 2020
-$80.0M-$60.0M-$40.0M-$20.0M02020: -$40.1M-$40.1M20202021: -$50.2M-$50.2M2021+25%2022: -$60.3M-$60.3M2022+20%
Fiscal year2019202020212022
Revenue$08$1.0M5$05
Operating expenses$50.9M5$62.0M7
Operating income-$37.0M8-$49.9M5-$62.0M7
Income before tax-$49.6M5-$60.0M7
Income tax$813.0K8$508.0K5$358.0K7
Net income-$40.1M8-$50.2M5-$60.3M7
Earnings per share-$2.215-$1.677
Earnings per share (diluted)-$2.215-$1.677
Shares (weighted, basic)22.7M shares536.0M shares7
Shares (weighted, diluted)22.7M shares536.0M shares7

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Corporate structure

Terns Pharmaceuticals, 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 Terns Pharmaceuticals, Inc.

  • Morgan Stanley Filed SCHEDULE 13G/A on Terns Pharmaceuticals, Inc., latest Jun 5, 2026 (3 filings since May 7, 2025)
  • Adage Capital Management, L.P. Filed SCHEDULE 13G/A on Terns Pharmaceuticals, Inc., latest May 13, 2026 (2 filings since Feb 12, 2026)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Terns Pharmaceuticals, Inc., latest Mar 27, 2026 (2 filings since Oct 31, 2025)
  • Commodore Capital LP Filed SCHEDULE 13G/A on Terns Pharmaceuticals, Inc., latest Feb 17, 2026 (3 filings since Sep 16, 2025)
  • Deep Track Capital, LP Filed SCHEDULE 13G/A on Terns Pharmaceuticals, Inc., latest Feb 13, 2026 (5 filings since Jul 28, 2023)
  • Vivo Opportunity Fund Holdings, L.P. Filed SCHEDULE 13G/A on Terns Pharmaceuticals, Inc., latest Feb 13, 2026
  • Soleus Capital Master Fund, L.P. Filed SCHEDULE 13G/A on Terns Pharmaceuticals, Inc., latest Feb 12, 2026 (4 filings since Jun 7, 2024)
  • ORBIMED ADVISORS LLC Filed SCHEDULE 13D/A on Terns Pharmaceuticals, Inc., latest Nov 5, 2025 (6 filings since Aug 18, 2022)
  • Schonfeld Strategic Advisors LLC Filed SCHEDULE 13G/A on Terns Pharmaceuticals, Inc., latest May 15, 2025 (2 filings since Feb 14, 2025)
  • CITADEL ADVISORS LLC Filed SCHEDULE 13G/A on Terns Pharmaceuticals, Inc., latest Feb 14, 2025 (2 filings since Jul 22, 2024)
  • BlackRock Filed SCHEDULE 13G/A on Terns Pharmaceuticals, Inc., latest Feb 5, 2025 (5 filings since Jan 31, 2024)
  • Fairmount Funds Management LLC Filed SC 13G/A on Terns Pharmaceuticals, Inc., latest Nov 14, 2024 (4 filings since Aug 25, 2022)
  • Terns Pharmaceuticals, Inc. 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 Terns Pharmaceuticals, 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$729.0K11 Dec 31, 2025$2.1M11 Dec 31, 2024−65.5%
Accumulated depreciation$682.0K11 Dec 31, 2025$1.9M11 Dec 31, 2024−64.0%
Property and equipment, net$47.0K11 Dec 31, 2025$222.0K11 Dec 31, 2024−78.8%
Operating-lease assets (leased space)$837.0K11 Dec 31, 2025$1.2M11 Dec 31, 2024−32.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$524.7M11 Dec 31, 2025$161.4M11 Dec 31, 2024+225.0%
Marketable securities, current$494.2M11 Dec 31, 2025$196.7M11 Dec 31, 2024+151.2%
Debt securities available for sale$995.0M11 Dec 31, 2025$344.3M11 Dec 31, 2024+189.0%

Properties, in its own words

We lease approximately 9,750 square feet of space for our current headquarters in Foster City, California under an agreement that expires in October 2027. The Company has the option to extend the lease agreement for a period of three years. We believe that our existing facilities are adequate to meet our current needs, and that suitable additional alternative spaces will be available in the future on commercially reasonable terms.

Item 2 of the 10-K filed Mar 30, 2026.4

Leadership

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

Chief executive

  1. Senthil Vel Sundaram2021–2023
  2. Amy L. Burroughs2024–now

President

  1. Erin Quirk2021–2024

Chief financial officer

  1. Mark J. Vignola2021–2025
  2. Andrew Gengos2025–now

Chief operating officer

  1. Seokho Bryan Yoon2021–2024
2025
Board members and other officers (20)

Timeline

  1. May 5, 20268-K Completed an acquisition or sale; Listing notice or transfer; Change to shareholders' rights34
  2. Apr 27, 20268-K Regulation FD disclosure; Other events35
  3. Mar 25, 20268-K Entered a material agreement; Regulation FD disclosure36
  4. Jan 22, 20268-K Entered a material agreement37
  5. Jan 9, 20268-K Results of operations38
  6. Dec 11, 20258-K Other events39
  7. Dec 8, 20258-K Regulation FD disclosure; Other events40
  8. Nov 10, 20258-K Results of operations41
  9. Nov 3, 20258-K Regulation FD disclosure; Other events42
  10. Oct 22, 20258-K Other events43
  11. Aug 5, 20258-K Results of operations44
  12. Jun 16, 20258-K Shareholder vote45
  13. Feb 15, 2024New chief executive Amy L. Burroughs becomes CEO12
  14. Feb 4, 2021New chief executive Senthil Vel Sundaram becomes CEO13
  15. Dec 29, 2020Founded Terns Pharmaceuticals, Inc. is founded2

Calendar

When it reported results

  1. Jan 9, 2026Reported quarterly or annual results38
  2. Nov 10, 2025Reported quarterly or annual results41
  3. Aug 5, 2025Reported quarterly or annual results44
  4. May 8, 2025Reported quarterly or annual results46
  5. Mar 20, 2025Reported quarterly or annual results47
  6. Nov 12, 2024Reported quarterly or annual results48
  7. Aug 5, 2024Reported quarterly or annual results49
  8. May 13, 2024Reported quarterly or annual results50

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

Filings

355 filings to the SEC since October 2021: 6 annual reports, 13 quarterly reports, 54 major events, 135 insider forms, 74 large holders, 73 other. The latest 20:

  1. Jun 5, 2026SCHEDULE 13G/A EDGAR
  2. May 15, 202615-12G EDGAR
  3. May 13, 2026SCHEDULE 13G/A EDGAR
  4. May 12, 2026SCHEDULE 13G/A EDGAR
  5. May 7, 2026EFFECT EDGAR
  6. May 5, 20264 PRIMARY DOCUMENT EDGAR
  7. May 5, 20264 PRIMARY DOCUMENT EDGAR
  8. May 5, 20264 PRIMARY DOCUMENT EDGAR
  9. May 5, 20264 PRIMARY DOCUMENT EDGAR
  10. May 5, 20264 PRIMARY DOCUMENT EDGAR
  11. May 5, 20264 PRIMARY DOCUMENT EDGAR
  12. May 5, 20264 PRIMARY DOCUMENT EDGAR
  13. May 5, 2026S-8 POS EDGAR
  14. May 5, 2026S-8 POS EDGAR
  15. May 5, 2026S-8 POS EDGAR
  16. May 5, 2026S-8 POS EDGAR
  17. May 5, 2026S-8 POS EDGAR
  18. May 5, 2026S-8 POS EDGAR
  19. May 5, 2026S-8 POS EDGAR
  20. May 5, 2026S-8 POS EDGAR

The 355 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

64 open-market trades by officers, directors and large owners since October 2021: 35 buys and 29 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Apr 1, 2026Kuriakose EmilChief Medical OfficerSale942$52.75$49.7KForm 4
Mar 16, 2026Burroughs Amy L.Chief Executive OfficerSale14,583$46.71$681.2KForm 4
Feb 17, 2026Burroughs Amy L.Chief Executive OfficerSale14,583$39.20$571.6KForm 4
Jan 15, 2026Burroughs Amy L.Chief Executive OfficerSale68,749$37.08$2.5MForm 4
Jan 5, 2026Burroughs Amy L.Chief Executive OfficerSale71,339$38.10$2.7MForm 4
Jan 2, 2026Kuriakose EmilChief Medical OfficerSale1,155$38.57$44.6KForm 4
Nov 4, 2025Quigley Jill M.DirectorSale24,520$18.00$441.4KForm 4
Oct 1, 2025Kuriakose EmilChief Medical OfficerSale944$7.85$7.4KForm 4
Jul 1, 2025Kuriakose EmilChief Medical OfficerSale853$4.27$3.6KForm 4
Jun 27, 2025Gengos AndrewChief Financial OfficerBuy10,000$3.93$39.3KForm 4
Jun 25, 2025Burroughs Amy L.Chief Executive OfficerBuy23,314$3.87$90.2KForm 4
Jun 16, 2025Gengos AndrewChief Financial OfficerBuy5,000$3.95$19.8KForm 4
Jun 13, 2025Gengos AndrewChief Financial OfficerBuy10,000$3.73$37.4KForm 4
Apr 1, 2025Kuriakose EmilChief Medical OfficerSale952$2.49$2.4KForm 4
Jan 6, 2025Vignola Mark J.Chief Financial OfficerSale9,059$5.80$52.5KForm 4
Jan 6, 2025Quigley Jill M.DirectorSale8,760$5.79$50.7KForm 4
Jan 2, 2025Kuriakose EmilChief Medical OfficerSale4,481$5.71$25.6KForm 4
Jan 2, 2025Vignola Mark J.Chief Financial OfficerSale8,129$5.72$46.5KForm 4
Jan 2, 2025Quigley Jill M.DirectorSale6,240$5.72$35.7KForm 4
Dec 5, 2024Burroughs Amy L.Chief Executive OfficerBuy15,450$7.15$110.5KForm 4

All 64 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
2024Chief Executive Officer and Director$563.7K$8.2M75
2024Mark VignolaPh.D.$475.0K$2.9M75
2024Melita Sun JungChief Business Officer$319.1K$2.2M75
2024Erin QuirkM.D.$232.5K$1.9M75
2023Former PresidentHead of Research & Development$531.7K$4.7M75
2023Former Chief Financial Officer and Treasurer$445.0K$3.1M75

SEC filer profile

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

  • Name on EDGARTerns Pharmaceuticals, Inc.1
  • CIK0001831363
  • Employer ID (EIN)98-14482754
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)2834 Pharmaceutical Preparations1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address1065 East Hillsdale Blvd., Suite 100, Foster City, CA 944041
  • Phone650-525-5535 EXT.1011
  • Shares outstanding115,521,157 as of Apr 17, 202676
  • Public float$324.2M as of Jun 30, 20254
  • AuditorErnst & Young LLP, San Mateo, California PCAOB ID 42; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceNov 10, 20201
  • Filings436 in all: 4 (139), 8-K (61), SC 13G/A (30), 3 (24), SC 13G (21), 144 (17), SCHEDULE 13G/A (16), 10-Q (15)1
    All 47 form types

    424B5 (9), CORRESP (9), S-8 (9), S-8 POS (9), UPLOAD (9), 10-K (6), EFFECT (5), SC 13D/A (5), DEF 14A (4), DEFA14A (4), SCHEDULE 13G (4), ARS (3), S-3 (3), SC TO-C (3), DRSLTR (2), S-1/A (2), SC 14D9/A (2), SC TO-T/A (2), SC14D9C (2), SEC STAFF LETTER (2), 10-K/A (1), 15-12G (1), 25-NSE (1), 424B4 (1), 8-A12B (1), CERT (1), D (1), DRS (1), DRS/A (1), FWP (1), POS AM (1), POSASR (1), S-1 (1), S-1MEF (1), S-3ASR (1), SC 13D (1), SC 14D9 (1), SC TO-T (1), SCHEDULE 13D/A (1)

  • Latest filingsAnnual report (10-K) Mar 30, 2026
    Quarterly report (10-Q) Nov 10, 2025
    Proxy statement (DEF 14A) Apr 29, 2025
    Latest 8-K (8-K) May 5, 2026

Securities registered for trading

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

From the cover page of the 10-K filed Mar 30, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Terns Pharmaceuticals, Inc. names in Item 1A of its 10-K filed Mar 30, 2026: 73 risks under these headings, as written.4

  • Risks Related to Pending Transaction with Merck Sharp & Dohme LLC
  • We may not complete the pending transactions with Merck Sharp & Dohme LLC within the timeframe we anticipate or at all, which could have an adverse effect on our business, financial results and/or operations.
  • Our ability to complete the Transactions is subject to certain closing conditions and the receipt of consents and approvals from government entities that may impose conditions that could adversely affect us or cause the Transactions to be abandoned.
  • The announcement and pendency of the Transactions may result in disruptions to our business, divert management’s attention and/or disrupt our relationships with third parties and employees, any one of which could adversely affect our business, financial results and/or operations.
  • While the Merger Agreement is in effect, we are subject to restrictions on our business activities.
  • We may be a target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Merger from being completed.
  • In certain instances, the Merger Agreement requires us to pay a termination fee to the Parent, which could require us to use available cash that would have otherwise been available for general corporate purposes.
  • We have incurred, and will continue to incur, direct and indirect costs as a result of the pending Transactions.
  • The Merger Agreement limits our ability to pursue alternative transactions, which could deter a third party from proposing an alternative transaction or could result in a competing transaction proposal being at a lower price than it might otherwise be.
  • Our executive officers and directors may have interests that are different from, or in addition to, those of our stockholders generally regarding the pending Transactions.
  • Our stockholders will not benefit from future growth opportunities as stockholders of us if the Transactions are completed.
  • Risks Related to Our Limited Operating History, Financial Condition and Capital Requirements
The other 62 risks
  • We are a clinical-stage oncology company with a limited operating history and no products approved for commercial sale. We have incurred significant losses since our inception, and we anticipate that we will continue to incur significant losses for the foreseeable future, which, together with our limited operating history, makes it difficult to assess our future viability.
  • We will require substantial additional funding to finance our operations and achieve our goals. Failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development programs, commercialization efforts or other operations.
  • We have prioritized the development of our lead program, TERN-701, for the treatment of chronic myeloid leukemia and are heavily dependent on its success. TERN-701 will require significant additional clinical testing before we can
  • seek marketing approval and potentially launch commercial sales. If TERN-701 does not receive marketing approval or is not successfully commercialized, or if there is significant delay in doing so, our business will be harmed.
  • Risks Related to the Discovery and Development of Our Product Candidates
  • We are early in our development efforts. Our business is heavily dependent on the successful development, regulatory approval and commercialization of our current and future product candidates, particularly our lead product candidate, TERN-701.
  • Clinical drug development involves a lengthy and expensive process with uncertain timelines and outcomes, and results of earlier studies and trials may not be predictive of future trial results. If development of our product candidates is unsuccessful or delayed, we may be unable to obtain required regulatory approvals and we may be unable to commercialize our product candidates on a timely basis, if at all.
  • If we encounter difficulties or delays enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.
  • We face significant competition for our drug discovery and development efforts in an environment of rapid technological and scientific change, and our product candidates, if approved, will face significant competition, which may prevent us from achieving significant market penetration. Many of our competitors have significantly greater resources than we do, and we may not be able to successfully compete.
  • Our product candidates may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval, cause us to suspend or discontinue clinical trials, limit the commercial profile of an approved label, or result in significant negative consequences.
  • Interim, 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.
  • The regulatory approval process is lengthy, expensive and uncertain, and we may be unable to obtain regulatory approval for our product candidates under applicable regulatory requirements. The denial or delay of any such approval would delay commercialization of our product candidates and adversely impact our ability to generate revenue, our business and our results of operations.
  • We are conducting clinical trials at sites outside the United States. The FDA may not accept data from trials conducted in such locations, and the conduct of trials outside the United States could subject us to additional delays and expense.
  • We have obtained, and may in the future seek, Fast Track designation for some or all of our other product candidates. We may not receive such designation, and even for those product candidates for which we do, it may not lead to a faster development or regulatory review or approval process, and will not increase the likelihood that product candidates will receive marketing approval.
  • A Breakthrough Therapy designation by the FDA, even if granted for any of our product candidates, may not lead to a faster development or regulatory review or approval process, and it does not increase the likelihood that our product candidates will receive marketing approval.
  • We may seek PRIME Designation in the European Union, but we might not receive such designations, and even if we do, such designation may not lead to a faster development or regulatory review or approval process.
  • Obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval of our product candidates in other jurisdictions.
  • Even if we receive regulatory approval of our product candidates, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense. Additionally, our product candidates, 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 our product candidates, when and if any of them are approved.
  • Any regulatory approval to market our products will be limited by indication. If we fail to comply or are found to be in violation of FDA regulations restricting the promotion of our products for unapproved uses, we could be subject to criminal penalties, substantial fines or other sanctions and damage awards.
  • Our development programs may target indications that do not have a clearly defined regulatory pathway. For such indications, there is a heightened risk that we will not be able to gain agreement with regulatory authorities regarding an acceptable development plan, that the outcome of our clinical trials will not be favorable or that, even if favorable, regulatory authorities may not find the results of our clinical trials to be sufficient for marketing approval. This may make it difficult to predict the timing and costs of the clinical development of our product candidates.
  • Disruptions at the FDA and other government agencies from funding cuts, personnel losses, regulatory reform, government shutdowns and other developments could hinder our ability to obtain guidance from the FDA regarding our clinical development programs and to develop and secure approval of our product candidates in a timely manner, which would negatively impact our business.
  • Risks Related to Our Reliance on Third Parties
  • We rely completely on third parties to manufacture our clinical drug supplies and we intend to rely on third parties to produce commercial supplies of any approved product candidate, and our commercialization of any of our product candidates could be stopped, delayed or made less profitable if those third parties fail to obtain approval of the FDA or comparable regulatory authorities, fail to provide us with sufficient quantities of drug product or fail to do so at acceptable quality levels or prices.
  • We rely on third parties to conduct, supervise and monitor our preclinical and clinical trials. If these third parties do not successfully carry out their contractual duties, meet rigorously enforced regulatory standards or meet expected deadlines, we may be unable to obtain regulatory approval for or commercialize any of our product candidates on a timely basis or at all.
  • We are party to a collaboration with a third party for the development of TERN-701, and we may depend on additional collaborations in the future for the development and commercialization of other potential candidates. If our collaborations are not successful, our ability to develop and commercialize our product candidates could be adversely affected.
  • Risks Related to Commercialization of Our Product Candidates
  • The successful commercialization of our product candidates will depend in part on the extent to which governmental authorities and health insurers establish adequate coverage, reimbursement levels and pricing policies. Failure to obtain or maintain coverage and adequate reimbursement for our product candidates, if approved, could limit our ability to market those drugs and decrease our ability to generate revenue.
  • Even if our current or future product candidates obtain regulatory approval, they may fail to achieve the broad degree of physician and patient adoption and use necessary for commercial success.
  • We currently have no sales organization. If we are unable to establish sales capabilities on our own or through third parties, we may not be able to market and sell our product candidates, if approved, effectively in the United States and foreign jurisdictions or generate drug revenue.
  • Our business operations and future relationships with investigators, healthcare professionals, consultants, third-party payors, patient organizations and customers will be subject to applicable healthcare regulatory laws, which could expose us to penalties.
  • If we successfully commercialize any of our product candidates, we may participate in the Medicaid Drug Rebate Program or other governmental pricing programs, and may become subject to state drug price transparency requirements. Our failure to comply with the related reporting and payment obligations could result in additional reimbursement requirements, penalties, sanctions and fines that could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
  • Enacted and future healthcare legislation may increase the difficulty and cost for us to obtain marketing approval of and commercialize our product candidates and may affect the prices we may set.
  • The prices of prescription pharmaceuticals in the United States and foreign jurisdictions are subject to scrutiny and considerable legislative and executive actions that could impact the prices we obtain for our drug products, if and when approved.
  • Risks Related to Intellectual Property
  • Our current and any future product candidates could be alleged to infringe patent rights and other intellectual property rights of third parties, which may require costly litigation and, if we are not successful, could cause us to pay substantial damages and/or limit our ability to commercialize our drugs and combination therapy candidates.
  • We may be subject to claims by employees, consultants and contractors claiming ownership of what we regard as our own intellectual property.
  • If we are unable to obtain, maintain and enforce effective intellectual property protection directed to our current and any future technologies that we develop, or if the scope of patent protection obtained is not sufficiently broad, we may not be able to compete effectively in our markets.
  • We may become 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.
  • If we fail to comply with our obligations in the agreements under which we license intellectual property and other 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 jointly own certain patent rights with third parties. Our ability to out-license these patent rights, or to prevent the third party from out-licensing these patent rights, may be limited in certain countries.
  • We may in the future be dependent on intellectual property licensed or sublicensed to us from, or for which development was funded or otherwise assisted by, government agencies, such as the National Institutes of Health, for development of our technology and product candidates. Failure to meet our own obligations to our licensors or upstream licensors, including such government agencies, may result in the loss of our rights to such intellectual property, which could harm our business.
  • We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property.
  • We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed alleged confidential information of third parties or that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.
  • We may not be able to protect our intellectual property rights throughout the world, which could impair our business.
  • 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 single-agent and combination therapies.
  • Patent terms may be inadequate to establish our competitive position on our product candidates for an adequate amount of time.
  • Obtaining and maintaining 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 patent law in the United States or in other countries could diminish the value of patents in general, thereby impairing our ability to protect our product candidates.
  • If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
  • 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.
  • Intellectual property rights do not necessarily address all potential threats to our competitive advantage.
  • Other Risks Related to Our Business
  • If we fail to attract and retain senior management and key scientific personnel or if we lose our personnel for health or other reasons, our business may be materially and adversely affected.
  • We will need to increase the size of our organization, and we may experience difficulties in managing growth.
  • If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of our current or future product candidates.
  • As a company with some operations and vendors located outside of the United States, our business is subject to economic, political, regulatory and other risks associated with international operations.
  • Our business involves the use of hazardous materials, and we and our suppliers must comply with environmental laws and regulations, which can be expensive and restrict how we do business.
  • Actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements could adversely affect our business, financial condition, results of operations and prospects.
  • Significant disruptions of information technology systems, breaches of data security and other incidents could materially adversely affect our business, results of operations and financial condition.
  • Any failure of our technology or systems to perform satisfactorily could result in an adverse impact on our business.
  • We are subject to United States and foreign anti-corruption and anti-money laundering laws with respect to our operations and non-compliance with such laws can subject us to criminal and/or civil liability and harm our business.
  • Changes in U.S. and international trade policies, particularly with respect to China, may adversely impact our business and operating results.
  • Risks Related to Our Common Stock
  • Our stock price may be volatile and you may not be able to resell shares of our common stock at or above the price you paid.
  • We have incurred and will continue to incur significant costs as a result of operating as a public company, and our management devotes substantial time to new compliance initiatives. We may fail to comply with the rules that apply to public companies, including Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, which could result in sanctions or other penalties that could materially and adversely affect our business, financial condition, results of operations and prospects.
  • Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations.
  • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
  • Changes in tax laws or in their implementation or interpretation could adversely affect our business and financial condition.

Legal proceedings

From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. While the outcome of any such proceedings cannot be predicted with certainty, as of December 31, 2025, we were not a party to any litigation or legal proceedings that, in the opinion of our management, are probable to have a material adverse effect on our business. Regardless of the outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources, reputational harm, and other factors, and there can be no assurances that favorable outcomes will be obtained.

The opening of Item 3, Legal Proceedings.4

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