Allogene Therapeutics (ALLO) risk factors, FY2025 10-K

Risks Related to Our Financial Position and Capital Needs

1. 01We have incurred net losses in every period since our inception and anticipate that we will incur substantial net losses in the future
2. 02We will need substantial additional financing to develop our products and implement our operating plans. If we fail to obtain additional financing, we may be unable to complete the development and commercialization of our product candidates64% rewritten
3. 03additional capital for the further development and commercialization of our product candidates, including funding our internal manufacturing capabilitiesNew
4. 04We may fail to meet our publicly announced guidance or other expectations about our business, which would cause our stock price to decline
5. 05Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses
6. 06Adverse developments affecting the financial services industry could adversely affect our current and projected business operations and our financial condition and results of operations
7. 07Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited

Risks Related to Our Business and Industry

1. 08Our product candidates are based on novel technologies, which makes it difficult to predict the time and cost of product candidate development and the likelihood of obtaining regulatory approval43% rewritten
2. 09Our business is highly dependent on the success of our lead product candidates. If we are unable to advance clinical development, obtain approval of and successfully commercialize our lead product candidates for the treatment of patients in approved indications, our business would be significantly harmed
3. 10Our product candidates may cause undesirable side effects or have other properties that have halted and could in the future halt their clinical development, prevent their regulatory approval, limit their commercial potential or result in significant negative consequences
4. 11We may also combine the use of our product candidates with other investigational or approved therapies that may cause separate adverse events or events related to the combination32% rewritten
5. 12Our clinical trials may fail to demonstrate the safety and efficacy of any of our product candidates, which would prevent or delay regulatory approval and commercialization
6. 13Risks related to SAEs in the discontinued FCA arm of our ALPHA3 trial, including the Grade 5 SAE, could lead to regulatory actions, negative perceptions, and potential product liability claimsNew
7. 14No CAR T therapy has been approved as part of a first-line consolidation strategy for the treatment of LBCL patients, which presents significant regulatory, commercial, and operational risks, and there is no assurance of success in this unproven setting79% rewritten
8. 15support an approval, and regulatory authorities may impose additional requirements or take longer than anticipated to evaluate our dataNew
9. 16The time required for regulatory approval of the CLARITY assay in jurisdictions outside the U.S. may be protracted, which presents regulatory, operational, and commercialization risks37% rewritten
10. 17Phase 1 data from our clinical trials is limited and may change as more patient data becomes available or may not be validated in any future or advanced clinical trial
11. 18We may not be able to submit INDs or equivalent foreign applications to commence additional clinical trials on the timelines we expect, and even if we are able to, the FDA or other comparable foreign regulatory authorities may not permit us to proceed45% rewritten
12. 19We may encounter substantial delays in our clinical trials, or may not be able to conduct our trials on the timelines we expect
13. 20Monitoring and managing toxicities in patients receiving our product candidates is challenging, which could adversely affect our ability to obtain regulatory approval and commercialize
14. 21If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected
15. 22The market opportunities for certain of our product candidates may be limited to those patients who are ineligible for or have failed prior treatments and may be small
16. 23We may fail to successfully manufacture our product candidates, operate our own manufacturing facility, or obtain regulatory approval to utilize or commercialize from our manufacturing facility or at a CDMO, which could adversely affect our clinical trials and the commercial viability of our product candidates
17. 24Reduced manufacturing operations may limit our ability to timely support our development programsNew
18. 25As a company, we have no experience in marketing products. If we are unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell our product candidates, we may not be able to generate product revenue86% rewritten
19. 26to compete with other pharmaceutical and biotechnology companies to recruit, hire, train and retain marketing and sales personnelNew
20. 27A variety of risks associated with conducting research and clinical trials abroad and marketing our product candidates internationally could materially adversely affect our business
21. 28We face significant competition from other biotechnology and pharmaceutical companies, and our operating results will suffer if we fail to compete effectively28% rewritten
22. 29We are highly dependent on our key personnel, and if we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy
23. 30The size of our workforce has fluctuated and we will need to manage the size of our organization as we continue to advance our product candidates
24. 31We may form or seek additional strategic alliances or enter into additional licensing arrangements in the future, and we may not realize the benefits of such alliances or licensing arrangements
25. 32Increased interest among investors and large pharmaceutical companies in in vivo cell-engineering technologies may adversely affect our ability to raise capital or secure development partnershipsNew
26. 33We may not realize the benefits of acquired assets or other strategic transactions
27. 34If any of these risks or uncertainties occur, we may not realize the anticipated benefit of any acquisition or strategic transaction
28. 35Future acquisitions or dispositions could result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses or write-offs of goodwill, any of which could harm our financial condition31% rewritten
29. 36compromise of our networks or systems to gain access to the networks or systems of third parties with whom we work, such as through phishing or supply chain attacksNew
30. 37Although we have implemented security measures designed to protect against, mitigate, and remediate security incidents, there can be no assurance that these measures will be effective43% rewritten
31. 38Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that the limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations77% rewritten
32. 39Significant political, trade, regulatory developments, and other circumstances beyond our control, including ongoing uncertainty regarding tariffs, could have a material adverse effect on our financial condition or results of operationsNew
33. 40If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of our product candidates

Risks Related to the Development of Our Product Candidates

1. 41Our engineered allogeneic T cell product candidates represent a novel approach to cancer treatment and treatment of autoimmune diseases, which creates significant challenges for us
2. 42Gene-editing is a relatively new technology, and if we are unable to use this technology in our intended product candidates, our revenue opportunities will be materially limited
3. 43There is uncertainty regarding whether the use of FC without ALLO-647 will achieve sufficient lymphodepletion to support the efficacy of our allogeneic CAR T product candidate in the ALPHA3 trialNew
4. 44We are heavily reliant on our partners, Cellectis and Servier, for access to TALEN gene editing technology for the manufacturing and development of our oncology product candidates53% rewritten
5. 45We are heavily reliant on our partner, Foresight Diagnostics, for access to their CLARITY™ MRD test for identifying eligible patients for our ALPHA3 trial59% rewritten
6. 46Our reliance on specific vendors named in our INDs subject us to risks if these vendors are unable or unwilling to fulfill their obligations or if we need to change vendors, which could delay or prevent the development of our product candidates and commercialization, if approved
7. 47Our oncology development strategy previously relied on incorporating an anti-CD52 monoclonal antibody as part of the lymphodepletion preconditioning regimen prior to infusing allogeneic CAR T cell product candidates42% rewritten

Risks Related to Our Reliance on Third Parties

1. 48We rely and will continue to rely on third parties to conduct our clinical trials. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval of or commercialize our product candidates
2. 49We depend and will continue to depend upon independent investigators and collaborators, such as universities, medical institutions, CROs and strategic partners to conduct our preclinical and clinical trials under agreements with us54% rewritten
3. 50these third parties violates federal or state fraud and abuse or false claims laws and regulations or healthcare privacy and security lawsNew
4. 51We rely on third parties to manufacture and store our clinical product supplies, and we may have to rely on third parties to produce and process our product candidates, if approved96% rewritten
5. 52We do not have long-term agreements in place with CDMOs for the manufacture of our cell therapies. If we are unable to contract with CDMOs on acceptable terms or at all, our clinical development program would be delayed and our business would be significantly harmedNew
6. 53We rely on T cells from healthy donors to manufacture our product candidates, and if we do not obtain an adequate supply of T cells from qualified donors, development of those product candidates, or commercialization, if approved, may be adversely impacted46% rewritten
7. 54Cell-based therapies rely on the availability of specialty raw materials, which may not be available to us on acceptable terms or at all44% rewritten
8. 55We also face competition for supplies from other cell therapy companies. Such competition may make it difficult for us to secure raw materials or the testing of such materials on commercially reasonable terms or in a timely manner24% rewritten
9. 56If we or our third-party suppliers use hazardous, non-hazardous, biological or other materials in a manner that causes injury or violates applicable law, we may be liable for damages

Risks Related to Government Regulation

1. 57The FDA and other comparable foreign regulatory approval processes are lengthy, time-consuming, and subject to change and we may experience significant delays in the clinical development and regulatory approval of our product candidates85% rewritten
2. 58Many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may ultimately lead to the denial of regulatory approval of our product candidates
3. 59The FDA or comparable foreign regulatory authorities may disagree with our regulatory plan and we may fail to obtain regulatory approval of our CAR T cell product candidates
4. 60companion diagnostic device, we will not be able to commercialize the product candidate, and our ability to generate revenue will be materially impairedNew
5. 61Regenerative Medicine Advanced Therapy designation and fast track designation 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
6. 62We plan to seek orphan drug designation for some or all of our product candidates across various indications, but we may be unable to obtain such designations or to maintain the benefits associated with orphan drug designation, including market exclusivity, which may cause our revenue, if any, to be reduced
7. 63Negative public opinion and increased regulatory scrutiny of genetic research and therapies involving gene editing may damage public perception of our product candidates or adversely affect our ability to conduct our business or obtain regulatory approvals for our product candidates
8. 64We expect the product candidates we develop will be regulated as biological products, or biologics, and therefore they may be subject to competition sooner than anticipated
9. 65Even if we obtain regulatory approval of our product candidates, the products may not gain market acceptance among physicians, patients, hospitals, cancer treatment centers and others in the medical community
10. 66Coverage and reimbursement may be limited or unavailable in certain market segments for our product candidates, which could make it difficult for us to sell our product candidates, if approved, profitably
11. 67Patients who are provided medical treatment for their conditions generally rely on third-party payors to reimburse all or part of the costs associated with their treatment. Obtaining coverage and adequate reimbursement from third-party payors is critical to new product acceptance
12. 68The advancement of healthcare reform may negatively impact our ability to sell our product candidates, if approved, profitably75% rewritten
13. 69Our business could be negatively impacted by environmental, social and corporate governance (ESG) matters or our reporting of such matters63% rewritten

Risks Related to Our Intellectual Property

1. 70We depend on intellectual property licensed from third parties and termination of any of these licenses could result in the loss of significant rights, which would harm our business32% rewritten
2. 71If our efforts to protect the proprietary nature of the intellectual property related to our technologies are not adequate, we may not be able to compete effectively in our market
3. 72Confidentiality agreements with employees and third parties, including any strategic partners, may not prevent unauthorized disclosure or use of trade secrets and other proprietary information
4. 73Third-party claims of intellectual property infringement may prevent or delay our product discovery and development efforts and our ability to commercialize our product candidates34% rewritten
5. 74We may not be successful in obtaining or maintaining necessary rights to product components and processes for our development pipeline through acquisitions and in-licenses
6. 75We may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive, time-consuming and unsuccessful
7. 76Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements
8. 77The lives of our patents may not be sufficient to effectively protect our products and business
9. 78We or our licensors may be subject to claims challenging the inventorship of our patents and other intellectual property
10. 79Issued patents covering our product candidates could be found unpatentable, invalid or unenforceable if challenged in court or the USPTO
11. 80Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our products
12. 81We may not be able to protect our intellectual property rights throughout the world
13. 82We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties

Risks Related to Ownership of Our Common Stock

1. 83The price of our stock has been and may continue to be volatile, and you could lose all or part of your investment
2. 84In the past, we have identified material weaknesses in our internal control over financial reporting. All material weaknesses previously identified were fully remediated in the fourth quarter of 2024
3. 85Anti-takeover provisions under our charter documents and Delaware law could delay or prevent a change of control which could limit the market price of our common stock and may prevent or frustrate attempts by our stockholders to replace or remove our current management
4. 86Unstable market, economic and geo-political conditions may have serious adverse consequences on our business, financial condition and stock price28% rewritten
5. 87Sales of a substantial number of shares of our common stock by our existing stockholders in the public market could cause our stock price to fall
6. 88If securities or industry analysts issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline