Design Therapeutics(DSGN) - 2025 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This section provides the unaudited financial statements and management's discussion and analysis of Design Therapeutics, Inc.'s financial condition and results of operations Item 1. Financial Statements (Unaudited) This section presents the unaudited condensed financial statements for Design Therapeutics, Inc., including the balance sheets, statements of operations, comprehensive loss, stockholders' equity, and cash flows, along with detailed notes explaining the company's organization, accounting policies, and specific financial line items for the periods ended March 31, 2025, and December 31, 2024 Condensed Balance Sheets This section presents the company's financial position, detailing assets, liabilities, and stockholders' equity at specific dates Condensed Balance Sheets (in thousands) | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------ | | Cash and cash equivalents | $13,667 | $22,563 | | Investment securities | $216,007 | $222,914 | | Total current assets | $233,644 | $248,040 | | Total assets | $237,475 | $252,093 | | Total current liabilities | $8,236 | $8,462 | | Total liabilities | $9,556 | $9,996 | | Total stockholders' equity | $227,919 | $242,097 | Condensed Statements of Operations This section outlines the company's revenues, expenses, and net loss over specific reporting periods Condensed Statements of Operations (in thousands, except per share) | Metric (in thousands, except per share) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | | Research and development | $15,377 | $9,801 | | General and administrative | $5,041 | $4,599 | | Total operating expenses | $20,418 | $14,400 | | Loss from operations | $(20,418) | $(14,400) | | Interest income | $2,703 | $3,295 | | Net loss | $(17,715) | $(11,105) | | Net loss per share, basic and diluted | $(0.31) | $(0.20) | | Weighted-average shares outstanding | 56,757,827 | 56,488,527 | Condensed Statements of Comprehensive Loss This section details the company's net loss and other comprehensive income/loss components for the reporting periods Condensed Statements of Comprehensive Loss (in thousands) | Metric (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss | $(17,715) | $(11,105) | | Unrealized loss on AFS securities | $(25) | $(229) | | Comprehensive loss | $(17,740) | $(11,334) | Condensed Statements of Stockholders' Equity This section illustrates changes in the company's equity accounts, including common stock and accumulated deficit, over time Condensed Statements of Stockholders' Equity (in thousands, except share data) | Metric (in thousands, except share data) | Balance at Dec 31, 2024 | Balance at Mar 31, 2025 | | :--------------------------------------- | :---------------------- | :---------------------- | | Common Stock Shares | 56,754,341 | 56,768,678 | | Common Stock Amount | $6 | $6 | | Additional Paid-in Capital | $468,830 | $472,392 | | Accumulated Other Comprehensive Income | $475 | $450 | | Accumulated Deficit | $(227,214) | $(244,929) | | Total Stockholders' Equity | $242,097 | $227,919 | - The company's accumulated deficit increased to $244.9 million as of March 31, 2025, from $227.2 million at December 31, 2024, reflecting ongoing net losses[28][35] Condensed Statements of Cash Flows This section categorizes the company's cash inflows and outflows from operating, investing, and financing activities Condensed Statements of Cash Flows (in thousands) | Cash Flow Activity (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating | $(16,789) | $(12,439) | | Net cash provided by investing | $7,870 | $20,616 | | Net cash provided by financing | $23 | $20 | | Net (decrease) increase in cash | $(8,896) | $8,197 | | Cash and cash equivalents at end | $13,667 | $29,397 | Notes to Condensed Financial Statements This section provides detailed explanations and disclosures supporting the condensed financial statements, including accounting policies and specific line item breakdowns - The company is a clinical-stage biopharmaceutical company focused on GeneTAC® molecules for inherited nucleotide repeat expansion mutations, with lead candidates for Friedreich ataxia (FA) and Fuchs endothelial corneal dystrophy (FECD)[34] - The company has incurred net operating losses since inception, with an accumulated deficit of $244.9 million as of March 31, 2025, and expects to continue incurring losses for the foreseeable future[35][36] - As of March 31, 2025, cash, cash equivalents, and investment securities totaled $229.7 million, which management believes is sufficient to meet anticipated cash requirements for more than 12 months[35][36] Fair Value Measurement of Financial Instruments (in thousands) | Asset Type | March 31, 2025 Total (in thousands) | Dec 31, 2024 Total (in thousands) | | :----------------------------- | :---------------------------------- | :-------------------------------- | | Money market funds | $12,426 | $20,800 | | Certificates of deposit | $2,402 | $2,898 | | U.S. Treasury securities | $191,112 | $197,528 | | U.S. Government agency securities | $22,493 | $22,488 | | Total | $228,433 | $243,714 | Investment Securities by Maturity (in thousands) | Security Type | Maturity | Amortized Cost (Mar 31, 2025, in thousands) | Fair Value (Mar 31, 2025, in thousands) | Amortized Cost (Dec 31, 2024, in thousands) | Fair Value (Dec 31, 2024, in thousands) | | :----------------------------- | :--------- | :------------------------------------------ | :-------------------------------------- | :------------------------------------------ | :-------------------------------------- | | Certificates of deposits | Within 1 yr | $2,394 | $2,402 | $2,884 | $2,898 | | U.S. Treasury securities | Within 1 yr | $148,399 | $148,664 | $172,178 | $172,569 | | U.S. Treasury securities | > 1 yr | $42,264 | $42,448 | $24,878 | $24,959 | | U.S. Government agency securities | > 1 yr | $22,500 | $22,493 | $14,999 | $14,995 | | U.S. Government agency securities | Within 1 yr | - | - | $7,500 | $7,493 | | Total | | $215,557 | $216,007 | $222,439 | $222,914 | Prepaid Expenses and Other Current Assets (in thousands) | Item | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :---------------- | :---------------------------- | :------------------------------- | | Prepaid expenses | $2,565 | $1,300 | | Interest receivable | $1,405 | $1,263 | | Total | $3,970 | $2,563 | Accrued Expenses and Current Liabilities (in thousands) | Item | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :---------------------------------------- | :---------------------------- | :------------------------------- | | Accrued personnel costs | $1,896 | $3,576 | | Accrued research and development costs | $1,874 | $1,220 | | Current portion of operating lease liability | $821 | $800 | | Accrued other | $465 | $680 | | Total | $5,056 | $6,276 | - The company has a lease agreement for laboratory and office space with a related party (Crossing Holdings, LLC), with a weighted-average remaining lease term of 2.4 years as of March 31, 2025[55] - The company entered into a license agreement in May 2024, incurring $0.2 million in upfront fees expensed to R&D, with potential future regulatory milestone payments up to $0.8 million per product and royalties on net sales[58][59] - Under the WARF License Agreement, the company may owe up to $17.5 million in milestone payments and low single-digit royalties on net product sales, plus mid-single-digit sublicense fees[62] - As of March 31, 2025, 5,815,295 shares were available for future issuance under the 2021 Equity Incentive Plan, and 2,472,142 shares were available under the 2021 Employee Stock Purchase Plan (ESPP)[67][69] Stock-Based Compensation Expense (in thousands) | Expense Category | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :------------------------ | :----------------------------------------------- | :----------------------------------------------- | | Research and development | $1,647 | $1,567 | | General and administrative | $1,892 | $1,617 | | Total | $3,539 | $3,184 | Related Party Expenses (in thousands) | Expense Category | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :------------------------ | :----------------------------------------------- | :----------------------------------------------- | | Lease Agreement (R&D) | $217 | $213 | | Lease Agreement (G&A) | $74 | $75 | | Consulting Agreement (G&A) | $60 | $60 | | Research Consulting (R&D) | $11 | $11 | | Total | $362 | $359 | - The company operates in one segment, Design Therapeutics, Inc., focused on its GeneTAC® platform, with all long-lived assets located in the United States and no revenue generated as of March 31, 2025[39][40][77] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides an overview of the company's business, a detailed analysis of its financial condition and results of operations for the three months ended March 31, 2025, compared to the same period in 2024, and discusses liquidity, capital resources, contractual obligations, critical accounting policies, and its status as an emerging growth company Overview This section provides a strategic overview of Design Therapeutics' clinical-stage biopharmaceutical focus and lead product candidates - Design Therapeutics is a clinical-stage biopharmaceutical company developing GeneTAC® molecules to address inherited nucleotide repeat expansion diseases[80] - The lead product candidate, DT-216P2 for Friedreich ataxia (FA), is undergoing a Phase 1 SAD clinical trial in Australia, with results to inform a clinical trial in FA patients anticipated in mid-2025 and an update on FXN levels expected in 2026[81] - The second product candidate, DT-168 for Fuchs endothelial corneal dystrophy (FECD), completed a Phase 1 clinical trial with good tolerability and no systemic exposure, with a Phase 2 biomarker trial planned for H2 2025 and data anticipated in 2026[82][83] - Other GeneTAC® programs are in preclinical stages, including DM1 (targeting CUG repeat hairpin structures) and Huntington's disease (HD, showing reduced mutant huntingtin mRNA/protein and preserved wild type huntingtin in preclinical studies)[84][85] - The company has incurred net losses and negative cash flows since inception, with an accumulated deficit of $244.9 million as of March 31, 2025, and expects increased expenses and operating losses as product candidates advance[88][89] Components of Our Results of Operations This section details the primary drivers and expected trends for the company's research and development and general and administrative expenses - Research and development expenses primarily consist of direct costs (CROs, consultants, manufacturing, supplies, license fees) and indirect costs (personnel, facilities, overhead)[90][91][93] - R&D expenses are expected to increase significantly as programs advance into and through clinical development, with timing and costs being uncertain due to the unpredictable nature of drug development[92] - General and administrative expenses are expected to increase due to expanded R&D activities, infrastructure, potential commercialization efforts, and costs associated with operating as a public company[97] Results of Operations This section analyzes the company's financial performance, comparing operating expenses and net loss across reporting periods Operating Expenses Comparison (in thousands) | Operating Expenses | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | Change (in thousands) | | :------------------------ | :----------------------------------------------- | :----------------------------------------------- | :-------------------- | | Research and development | $15,377 | $9,801 | $5,576 | | General and administrative | $5,041 | $4,599 | $442 | | Total operating expenses | $20,418 | $14,400 | $6,018 | Research and Development Expenses by Program (in thousands) | R&D Program | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | Change (in thousands) | | :---------------- | :----------------------------------------------- | :----------------------------------------------- | :-------------------- | | FA | $3,937 | $1,042 | $2,895 | | FECD | $1,919 | $1,210 | $709 | | Other direct | $4,105 | $2,501 | $1,604 | | Indirect | $5,416 | $5,048 | $368 | | Total R&D expense | $15,377 | $9,801 | $5,576 | - The increase in R&D expenses was primarily driven by costs for the FA Phase 1 SAD clinical trial and preparation for future FA trials, chemistry, manufacturing and controls for FECD, and additional early-stage research activities[99] - General and administrative expenses increased mainly due to a $0.3 million rise in stock-based compensation and a $0.1 million increase in professional services[100] Liquidity and Capital Resources This section assesses the company's cash position, investment holdings, and future capital requirements to fund operations and product development - As of March 31, 2025, the company had $229.7 million in combined cash, cash equivalents, and investment securities, a decrease of $15.8 million from December 31, 2024[102] Net Cash Flow Activities (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :------------------------------ | :----------------------------------------------- | :----------------------------------------------- | | Net cash used in operating | $(16,789) | $(12,439) | | Net cash provided by investing | $7,870 | $20,616 | | Net cash provided by financing | $23 | $20 | | Net (decrease) increase in cash | $(8,896) | $8,197 | - The increase in net cash used in operating activities was primarily due to a $6.6 million increase in net loss[102] - The decrease in net cash provided by investing activities was mainly due to a net decrease in cash from maturities and purchases of investment securities[103] - The company believes existing cash, cash equivalents, and investments are sufficient for over 12 months but will require substantial additional capital to fund product candidates through regulatory approval and commercialization[106][140] - Future capital requirements depend on factors like the scope and cost of drug discovery, nonclinical and clinical development, manufacturing, regulatory approvals, and commercialization activities[108][141] - The company has a shelf registration statement on Form S-3, effective May 2022, permitting the sale of up to $300.0 million in securities, including $100.0 million under an 'at-the-market' program, none of which has been utilized as of March 31, 2025[105][65][66] Contractual Obligations, Commitments and Material Cash Requirements This section outlines the company's future financial commitments, including lease payments and potential milestone obligations - The company has lease agreements for lab and office space with a related party, with annual rent payments of approximately $0.8 million (plus 3% annual increases) for the primary lease and $0.1 million (plus 3% annual increases) for additional space[110][111] - Future minimum operating lease payments as of March 31, 2025, are $711 thousand for the remaining nine months of 2025, $973 thousand for 2026, and $663 thousand for 2027, totaling $2,347 thousand before present value adjustment[56] - The company has potential future milestone payments of up to $17.5 million under the WARF License Agreement and up to $0.8 million per product under another license agreement, plus royalties on net sales[113][117] - The company expects future material cash requirements for planned clinical trials, discovery and nonclinical programs, personnel, facilities, and external R&D[120] Critical Accounting Policies and Estimates This section highlights the company's key accounting policies that involve significant management judgment and estimation - The company's critical accounting policies involve subjective estimates and judgments, particularly for research and development expenses, which are based on current facts, historical experience, and other reasonable factors[121][122] Recent Accounting Pronouncements This section discusses the adoption and evaluation of new accounting standards and their potential impact on the company's financial reporting - The company adopted ASU 2023-07 (Segment Reporting) for the year ended December 31, 2024, with no material impact on financial position or results[41] - The company is evaluating ASU 2023-09 (Income Tax Disclosures), effective for fiscal years beginning after December 15, 2024, and does not expect a material effect[42] - The company is evaluating ASU 2024-03 (Disaggregation of Income Statement Expenses), effective for fiscal years beginning after December 15, 2026, for its impact on financial statement disclosures[43] Other Information This section addresses the company's status as an emerging growth company and related reporting considerations - The company is an 'emerging growth company' and intends to leverage reduced reporting requirements until December 31, 2026, or until it meets certain revenue or market capitalization thresholds[124][127][357] - The company has irrevocably elected not to use the extended transition period for complying with new or revised financial accounting standards available to emerging growth companies[126] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Design Therapeutics is not required to provide quantitative and qualitative disclosures about market risk Item 4. Controls and Procedures The company's management, including the CEO, evaluated the effectiveness of its disclosure controls and procedures as of March 31, 2025, concluding they were effective at a reasonable assurance level, with no material changes to internal control over financial reporting identified during the quarter - Disclosure controls and procedures were evaluated as effective at the reasonable assurance level as of March 31, 2025[131] - No material changes in internal control over financial reporting occurred during the last fiscal quarter[132] PART II. OTHER INFORMATION This section provides additional information beyond the financial statements, including legal proceedings, risk factors, equity sales, and exhibits Item 1. Legal Proceedings The company is not currently a party to any litigation or legal proceedings that management believes would have a material adverse effect on its business, though litigation can still impact operations - No current litigation or legal proceedings are deemed to have a material adverse effect on the business[135] Item 1A. Risk Factors This section outlines significant risks that could materially and adversely affect the company's business, financial condition, and results of operations, including those related to its limited operating history, product development, regulatory approvals, manufacturing, intellectual property, and market conditions Risks Related to Our Limited Operating History, Financial Position and Capital Requirements This section details risks associated with the company's early stage, ongoing losses, and substantial future funding needs - The company has a limited operating history, has incurred net losses since inception ($17.7 million for Q1 2025), and expects significant losses for the foreseeable future, with no guarantee of profitability[137] - Substantial additional funding will be required to complete product development and commercialization, as existing capital ($229.7 million as of March 31, 2025) is not sufficient to fund product candidates through regulatory approval[139][140] - Raising additional capital may dilute stockholders, restrict operations, or require relinquishing rights to technologies or product candidates[143][144] - The company's financial condition could be adversely affected by the failure of financial institutions where cash deposits are held, as balances may exceed FDIC insurance limits[145] Risks Related to the Discovery, Development and Regulatory Approval of Our Product Candidates This section outlines risks inherent in the lengthy, expensive, and uncertain process of drug discovery, clinical development, and regulatory approval - The company is in early development with only two product candidates in clinical development (DT-216P2 for FA, DT-168 for FECD), and limited experience in conducting clinical trials, making future success uncertain[146] - Clinical development is lengthy, expensive, and uncertain; nonclinical and early clinical results may not predict future trial success, and product candidates may cause undesirable side effects (e.g., injection site thrombophlebitis with prior DT-216 formulation)[149][151][173] - Delays in clinical trials can occur due to regulatory disagreements, patient enrollment difficulties, clinical site issues, or unforeseen safety concerns, increasing costs and delaying commercialization[153][158] - Product candidates are based on novel GeneTAC® technologies, making development timing, results, and regulatory approval difficult to predict, and adverse developments in one program could impact others[159] - The availability of approved therapies, such as omaveloxolone for FA, may impact patient enrollment in the company's clinical trials[165] - Conducting clinical trials outside the U.S. introduces risks, and the FDA may not accept foreign data, potentially requiring additional costly and time-consuming trials[166][168] - Interim, topline, and preliminary data from studies are subject to change upon comprehensive review and audit, and may differ from final results, potentially harming business prospects[176][177] - The regulatory approval process is lengthy, expensive, and uncertain, with no guarantee of approval, and denial or delay would significantly impact revenue generation[178][183] - International trade policies, including tariffs and sanctions, may increase R&D expenses, disrupt supply chains, and adversely affect business, particularly given reliance on foreign third-party suppliers[186][187][188] - Health epidemics or pandemics could disrupt business operations, clinical trials (e.g., patient enrollment, site initiation, supply chain), and the operations of third-party partners[191][192] - Obtaining and maintaining orphan drug designation for product candidates is uncertain, and even if granted, exclusivity may not fully protect against competition[196][197][198][199] - Fast Track or Breakthrough Therapy designations from the FDA may not accelerate development or approval, nor guarantee marketing approval[200][201] - The company faces substantial competition from larger, better-funded pharmaceutical and biotechnology companies, as well as academic institutions, for product development, personnel, and market share[202][208] - Limited resources necessitate prioritizing product candidates, potentially leading to missed opportunities for more profitable or successful programs[210] - Efforts to identify or discover additional product candidates may not be successful due to design difficulties, harmful side effects, or other characteristics[211] Risks Related to Manufacturing, Commercialization and Reliance on Third Parties This section addresses risks associated with manufacturing, market acceptance, pricing, and dependence on external partners for development and commercialization - Reliance on third parties for clinical trials, research, and nonclinical studies poses risks of delays, increased costs, and non-compliance with regulatory requirements (GLP, GCP, cGMP)[212][213] - The company relies on single-source third-party manufacturers for product candidates, increasing the risk of supply limitations, interruptions, or quality issues, which could delay or impair development and commercialization[217][219] - Changes in manufacturing methods as product candidates advance may lead to additional costs, delays, or require repeat clinical trials, as seen with the DT-216P2 formulation change[222] - Approved products may fail to achieve market acceptance by physicians, patients, and payors, especially for novel mechanisms, impacting revenue and profitability[223][225] - Unfavorable pricing regulations or third-party coverage and reimbursement policies could make it difficult to sell product candidates profitably, with significant delays and uncertainty in obtaining adequate reimbursement[226][228][229] - If market opportunities for product candidates are smaller than estimated, revenue could be adversely affected[236] - Reliance on third parties requires sharing trade secrets, increasing the risk of discovery by competitors or misappropriation, which could harm the company's competitive position[237][238] - The company lacks sales, marketing, and distribution capabilities and must either develop them (expensive, time-consuming) or outsource them, with risks associated with both approaches[239][240][241] - Obtaining regulatory approval and commercializing products outside the U.S. is complex, costly, and uncertain, limiting full market potential if unsuccessful[242] Risks Related to Our In-Licenses and Other Strategic Agreements This section outlines risks associated with the company's intellectual property licenses, acquisitions, and collaborative agreements - Acquisitions, in-licenses, or strategic alliances may not realize anticipated benefits and entail operational and financial risks, including unknown liabilities, business disruption, and integration challenges[244][246] - Future collaborations for product candidates may be difficult to form or may not yield expected benefits, potentially altering or delaying development and commercialization plans[247][248] - The company may be unable to in-license necessary third-party intellectual property rights on reasonable terms, or at all, which could harm the business[249] Risks Related to Our Business Operations, Employee Matters and Managing Growth This section details risks concerning employee conduct, product liability, key personnel, operational expansion, and tax implications - Misconduct by employees, principal investigators, consultants, or commercial partners (e.g., non-compliance with regulations, fraud, insider trading) could lead to regulatory sanctions, litigation, and reputational harm[250][251] - The use of product candidates in clinical trials and commercial sale exposes the company to product liability claims, which could result in substantial liability, costs, and negative consequences, including regulatory actions[252][253][254] - High dependence on key personnel and intense competition for skilled talent in the biopharmaceutical industry pose risks to attracting and retaining qualified managerial, scientific, and medical staff[255][256][257][259] - Expected expansion of development, regulatory, and operational capabilities may lead to difficulties in managing growth, potentially disrupting operations and diverting management resources[260][261] - The ability to use net operating loss (NOL) carryforwards and R&D tax credits may be limited due to past or future ownership changes under Section 382 of the Internal Revenue Code, potentially increasing future tax liability[262][263] Risks Related to Government Regulation This section covers risks from healthcare fraud laws, evolving legislation, data privacy regulations, and the use of generative AI - Business operations are subject to federal and state healthcare fraud and abuse laws (e.g., Anti-Kickback Statute, False Claims Act, HIPAA, Physician Payments Sunshine Act), and non-compliance could lead to substantial penalties[265][266] - Enacted and future healthcare legislation, such as the Affordable Care Act and Inflation Reduction Act (including Medicare Drug Price Negotiation Program), may increase the difficulty and cost of obtaining marketing approval and affect product pricing[267][268][270][273] - The company is subject to stringent and changing U.S. and foreign data privacy and security laws (e.g., HIPAA, CCPA, GDPR), and non-compliance or security incidents could lead to regulatory actions, litigation, fines, and business disruptions[274][275][276][282] - The use of generative AI technologies by employees and vendors introduces additional privacy and security risks, compliance costs, and potential competitive disadvantages if usage is restricted[279][375] Risks Related to Our Intellectual Property This section addresses risks related to obtaining, maintaining, and enforcing intellectual property rights, including patents and trade secrets - Inability to obtain and maintain sufficient intellectual property protection (patents, trade secrets) for platform technologies and product candidates could allow competitors to develop similar products, adversely affecting commercialization[283][285] - The patent application process is uncertain; pending applications may not issue, issued patents may be challenged or invalidated, and the scope of protection may be limited, impacting exclusivity[290][293] - Protecting intellectual property rights globally is expensive and challenging, as foreign laws may offer less protection, and geopolitical actions could further impact patent prosecution and enforcement[294][297] - Changes in patent law (e.g., Leahy-Smith Act, Supreme Court decisions) could diminish the value of patents, increase costs, and weaken the ability to protect inventions[300][302][303] - Failure to comply with procedural requirements for patents (fees, document submission) can lead to abandonment or lapse of patent rights[304] - Intellectual property rights have limitations and may not address all threats to competitive advantage, such as competitors developing similar but non-infringing products or independent development of trade secrets[305] - Technology licensed from third parties may be subject to retained rights (e.g., noncommercial use by licensors, government march-in rights), potentially affecting exclusivity and enforcement[307][308] - Inability to obtain or maintain necessary in-licenses for third-party proprietary rights on reasonable terms could force abandonment of development programs[309][315] - Disputes with licensors regarding intellectual property scope, diligence obligations, or ownership could adversely affect business and prospects[316][317][318][319] - Failure to identify relevant third-party patents or incorrect interpretation of their scope/expiration could lead to infringement claims, costly litigation, and delays in product development[322][323][324][325] - Lawsuits for infringing third-party intellectual property rights are costly, time-consuming, and could prevent or delay commercialization, potentially leading to injunctions or monetary damages[326][328][329][331] - Lawsuits to protect or enforce the company's patents or other intellectual property are expensive, time-consuming, and may be unsuccessful, potentially leading to invalidation of patents or limited enforcement ability[332][333][334] - Claims of wrongful hiring or use/disclosure of confidential information from competitors could result in litigation, substantial costs, and distraction to management[335][337] - Reliance on trade secrets and proprietary know-how is vulnerable to disclosure or misappropriation, which is difficult to trace and enforce, harming competitive position[338][339] - Claims challenging inventorship or ownership of patents and other intellectual property could lead to litigation, loss of valuable rights, and adverse effects on the business[340][341][342][343] - Patent terms may be inadequate to protect competitive position for a sufficient time, leading to competition from biosimilar or generic products upon expiration[344] - Inadequate protection of trademarks and trade names could hinder brand recognition and adversely affect the business, with risks of challenges, infringement, or forced cessation of use[346][347] Risks Related to the Securities Market and Ownership of Our Common Stock This section discusses risks concerning stock price volatility, dilution, corporate governance, and public company compliance costs - An active trading market for common stock may not be sustained, making it difficult for stockholders to sell shares[348] - The price of common stock is subject to volatility, influenced by market performance, company operating results, clinical trial outcomes, regulatory developments, and macroeconomic conditions[349][350] - Principal stockholders and management own a significant percentage of stock, allowing them to exert significant control over matters requiring stockholder approval, potentially discouraging acquisition proposals[351] - Future sales and issuances of common stock or rights to purchase common stock, including under equity incentive plans, could result in additional dilution for existing stockholders and cause the stock price to fall[352][353][355] - The company does not intend to pay dividends, so returns to stockholders will be limited to stock appreciation[356] - Operating as a public company incurs significant costs, and management must devote substantial time to reporting and compliance initiatives, which can be expensive and time-consuming[358] - Failure to maintain effective disclosure controls and internal control over financial reporting could impair the ability to produce timely and accurate financial statements, lead to investor loss of confidence, and potential sanctions[360][361][362] - Future changes in financial accounting standards or practices may cause unexpected revenue fluctuations and adversely affect reported results of operations[363] - Changes in tax laws or regulations, or adverse application thereof, could materially affect business, cash flow, financial condition, or results of operations[364][365] General Risk Factors This section covers broad risks including market instability, insider sales, control limitations, cybersecurity, natural disasters, and legal compliance - Unstable market, economic, and geopolitical conditions (e.g., high inflation, rising interest rates, bank failures, international conflicts) may seriously impact business, financial condition, and stock price, making financing more difficult and costly[391][392][393] - Substantial sales of common stock, particularly by insiders, could cause the market price to decline[394] - Disclosure controls and procedures may not prevent or detect all errors or acts of fraud due to inherent limitations, potentially leading to misstatements[395][396] - Inaccurate or unfavorable research by securities or industry analysts could negatively affect the stock price and trading volume[397] - Information technology systems or sensitive data, or those of third parties, may suffer security incidents, data loss, or disruptions, potentially exposing the company to liability and adversely affecting development programs[366][367][371][373] - The company's corporate headquarters and research facility are vulnerable to natural disasters (e.g., earthquakes, fires), and inadequate business continuity plans could severely disrupt operations[376] - The company is subject to U.S. and foreign anti-corruption, anti-money laundering, export control, and sanctions laws, with serious consequences for violations[377][378] - Failure to comply with environmental, health, and safety laws and regulations could result in fines, penalties, or significant costs, impairing research and development[379][381] - Delaware law and provisions in the company's organizational documents could make mergers, tender offers, or proxy contests difficult, potentially depressing the stock price[382][383][385][386] - Exclusive forum provisions in the certificate of incorporation for Delaware and federal district courts could limit stockholders' ability to choose a favorable judicial forum for disputes[387][388][389] - The company could be subject to securities class action litigation, which is costly and diverts management attention[390] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the use of proceeds from the company's initial public offering (IPO) in March 2021, with net proceeds of $254.3 million held in cash, cash equivalents, and investment securities, and approximately $141.7 million used to support operations as of March 31, 2025 - The company's IPO in March 2021 generated net proceeds of $254.3 million[398] - As of March 31, 2025, approximately $141.7 million of the IPO net proceeds had been used to support operations[399] - The remaining net proceeds are held in cash, cash equivalents, and investment securities, primarily U.S. government agency and Treasury securities[399] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities Item 4. Mine Safety Disclosures This item is not applicable to the company Item 5. Other Information The company reported no other information Item 6. Exhibits This section lists the exhibits filed as part of the Form 10-Q, including organizational documents, certifications, and XBRL-related documents Signatures The report is signed by Pratik Shah, Ph.D., President, Chief Executive Officer, and Chairperson, who also serves as the Principal Executive and Financial Officer, on May 7, 2025 - The report was signed by Pratik Shah, Ph.D., President, CEO, and Chairperson, on May 7, 2025[407]