Artiva Biotherapeutics (ARTV) risk factors, FY2025 10-K

Risks Related to Our Limited Operating History, Financial Position and Need for Additional Capital

1. 01We have a limited operating history 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 viability29% rewritten
2. 02We expect to incur significant losses for the foreseeable future and may never achieve or maintain profitability39% rewritten
3. 03day-to-day activities and harm our development efforts. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce or eliminate certain of our research and development programsNew
4. 04our implementation of additional internal systems and infrastructure, including operational, financial and management information systems

Risks Related to the Discovery and Development of our Product Candidates

1. 05Our approach to the development of NK cell-based product candidates is unproven, and we do not know whether we will be able to develop any products of commercial value, or if competing technological approaches will limit the commercial value of our product candidates or render our platform obsolete
2. 06Our product candidates are based on novel technologies, which makes it difficult to predict the time and cost of developing product candidates and obtaining regulatory approval for any product candidates that we develop21% rewritten
3. 07We must be able to overcome these challenges in order for us to develop, commercialize and manufacture our product candidates
4. 08building and maintaining an organization of people who can successfully develop our product candidates27% rewritten
5. 09We are developing, and in the future may develop, other product candidates in combination with other therapies, which exposes us to additional risks
6. 10If the FDA or comparable foreign regulatory authorities do not approve these other drugs or revoke their approval of, or if safety, efficacy, manufacturing or supply issues arise with, the drugs we choose to evaluate in combination with any product candidate we develop, we may be unable to obtain approval
7. 11complete are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and more patient data become available. Adverse differences between interim, topline or preliminary data and final data could significantly harm our business prospects
8. 12Clinical trials are expensive, time-consuming, difficult to design and implement, and have an uncertain outcome. Further, we may encounter substantial delays in our clinical trials
9. 13failure to manufacture sufficient quantities of product candidate for use in clinical trials
10. 14any future collaborators that conduct clinical trials may face any of the above issues, and may conduct clinical trials in ways they view as advantageous to them but that are suboptimal for us
11. 15have the product removed from the market after obtaining marketing approval21% rewritten
12. 16training in recognizing or managing the potential side effects of our product candidates could result in patient injury or death. Any of these occurrences may harm our business, financial condition and prospects significantlyNew
13. 17Enrollment and 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 or complications
14. 18the risk that patients enrolled in clinical trials will not remain in the trial through the completion of evaluation
15. 19Our preclinical programs may experience delays or may never advance to clinical trials, which would adversely affect our ability to obtain regulatory approvals or commercialize these programs on a timely basis or at all
16. 20We may not identify or discover other product candidates and may fail to capitalize on programs or product candidates that may present a greater commercial opportunity or for which there is a greater likelihood of success
17. 21a product candidate may not be accepted as safe and effective by patients, the medical community or third-party payors
18. 22Results of any patient who receives our product candidate in an IIT may not be representative of how the product candidate will perform in our clinical trials and may not be able to be used to establish safety or efficacy for regulatory approval
19. 23The affected populations for our product candidates may be smaller than we or third parties currently project, which may affect the addressable markets for our product candidates54% rewritten
20. 24International trade policies, including tariffs, sanctions and trade barriers may adversely affect our business, financial condition, results of operations and prospectsNew

Risks Related to Manufacturing and Our Reliance on Third Parties

1. 25If third parties that we rely on to conduct clinical trials do not successfully carry out their contractual duties, comply with regulatory requirements or meet expected deadlines, we may not be able to obtain marketing approval for or commercialize our product candidates
2. 26form relationships with other entities, some of which may be our competitors
3. 27Our collaboration agreement with GC Cell and any future collaborations with third parties to develop or commercialize our product candidates, mean that our prospects with respect to the product candidates involved will depend in significant part on the success of those collaborations
4. 28collaboration agreements may restrict our right to independently pursue new product candidates
5. 29We may seek to form collaborations in the future with respect to our product candidates, but may not be able to do so, which may cause us to alter our development and commercialization plans22% rewritten
6. 30Our partial reliance on third parties for manufacturing increases the risk that supply of our product candidates may become limited or interrupted or may not be of satisfactory quality and quantity
7. 31GC Cell and any future contract manufacturers may not perform as agreed or may not remain in the contract manufacturing business for the time required to supply our clinical trials or to successfully produce, store and distribute our products
8. 32Though we have built our own clinical manufacturing facility, we may continue to rely on third parties for various manufacturing needs
9. 33We are dependent on third parties to acquire, ship and store our cord blood units, NK cell intermediate cell banks and drug product lots, and master and working feeder cell banks, and any disruption, quality concerns, damage or loss would cause delays in replacement and our business could suffer
10. 34If 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
11. 35Any contamination or interruption in our manufacturing process, shortages of raw materials or failure of our suppliers to deliver necessary components could result in delays in our clinical development or marketing schedules

Risks Related to Commercialization of Our Product Candidates

1. 36We face significant competition from other biotechnology and pharmaceutical companies, and our operating results will suffer if we fail to compete effectively61% rewritten
2. 37on our business and results of operations. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companiesNew
3. 38Coverage 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
4. 39neither experimental nor investigational
5. 40Product liability lawsuits against us could cause us to incur substantial liabilities and could limit commercialization of any product candidate that we may develop

Risks Related to Government Regulation

1. 41changes in the approval policies or regulations that render our preclinical and clinical data insufficient for approval
2. 42cause the FDA or comparable foreign regulatory authorities to change the requirements for approval of any of our product candidatesNew
3. 43The FDA, the EMA and other comparable foreign regulatory authorities may not accept data from trials conducted in locations outside of their jurisdiction
4. 44We may 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
5. 45We may seek various designations by regulatory authorities, such as Regenerative Medicine Advanced Therapy Designation (RMAT) Breakthrough Therapy Designation, Fast Track Designation, or PRIority MEdicine (PRIME) Designation from regulatory authorities, for any product candidate that we developNew
6. 46Obtaining 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
7. 47injunctions or the imposition of civil or criminal penalties
8. 48federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers
9. 49We expect the product candidates we develop will be regulated as biologics, and therefore they may be subject to competition sooner than anticipated
10. 50Even if we obtain regulatory approval of our product candidates, the products may not gain market acceptance among physicians, patients, hospitals, rheumatology clinics, cancer treatment centers and others in the medical community
11. 51the effectiveness of our sales and marketing efforts
12. 52The advancement of healthcare reform may negatively impact our ability to profitably sell our product candidates, if approved
13. 53Since its enactment, there have been executive, judicial and political challenges and amendments to certain aspects of the Affordable Care Act. It is unclear how other healthcare reform measures, if any, will impact our business99% rewritten
14. 54effect beginning on April 1, 2013 and due to subsequent legislative amendments to the statute will stay in effect through 2032, unless additional Congressional action is takenNew
15. 55successfully develop and for which we may obtain regulatory approval, any anticipated revenue from and growth prospects for those products in the EU could be negatively affectedNew
16. 56Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors, which may adversely affect our future profitability40% rewritten
17. 57conduct of our business. Any such violations could include prohibitions on our ability to offer our product in one or more countries and could materially damage our reputation, our brand, our international activities, our ability to attract and retain employees and our businessNew

Risks Related to Our Intellectual Property

1. 58We depend substantially on intellectual property rights granted under our agreements with GC Cell. If we lose our existing licenses or are unable to acquire or license additional proprietary rights from third parties, we may not be able to continue developing our product candidates
2. 59If we are unable to obtain and maintain patent protection for our technology and product candidates or if the scope of the patent protection obtained is not sufficiently broad, we may not be able to compete effectively in our markets91% rewritten
3. 60the scope of the patented manufacturing method. Moreover, even if a competitor’s manufacturing process does infringe or contribute to the infringement of method of manufacturing patents, such infringement is difficult to detect and therefore difficult to prevent or prosecuteNew
4. 61We 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, manufacture and market our product candidates
5. 62Our intellectual property licenses with third parties may be subject to disagreements over contract interpretation, which could narrow the scope of our rights to the relevant intellectual property or technology or increase our financial or other obligations to our licensors
6. 63incur liability for damages
7. 64Changes in patent laws or patent jurisprudence could diminish the value of patents in general, thereby impairing our ability to protect our product candidates
8. 65Obtaining 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
9. 66We enjoy only limited geographical protection with respect to certain patents and we may not be able to protect our intellectual property rights throughout the world
10. 67Patent terms may be inadequate to protect our competitive position on our product candidates for an adequate amount of time
11. 68If we do not obtain patent term extension in the United States under the Hatch-Waxman Act and in foreign countries under similar legislation, thereby potentially extending the term of marketing exclusivity for our product candidates, our business may be harmed
12. 69Our proprietary rights may not adequately protect our technologies and product candidates, and do not necessarily address all potential threats to our competitive advantage
13. 70the patents of third parties or pending or future applications of third parties, if issued, may have an adverse effect on our business
14. 71If 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
15. 72We may need to license additional intellectual property from third parties, and any such licenses may not be available or may not be available on commercially reasonable terms
16. 73We may fail to obtain or enforce assignments of intellectual property rights from our employees and contractors
17. 74Confidentiality agreements with employees and third parties may not prevent unauthorized disclosure of trade secrets and other proprietary information
18. 75We 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

Risks Related to Our Industry and Business

1. 76We will need to expand our organization, and we may experience challenges in managing this growth as we build our capabilities, which could disrupt our operations
2. 77Our future success depends on our ability to retain our key personnel and to attract, retain and motivate qualified personnel42% rewritten
3. 78due to attackers increasingly using tools and techniques that are designed to circumvent controls, to avoid detection and to remove or obfuscate forensic evidenceNew
4. 79Our business is subject to risks arising from pandemic and epidemic diseases
5. 80Our business could be affected by litigation, government investigations, and enforcement actions
6. 81Our employees and independent contractors, including consultants, vendors and any third parties we may engage in connection with development and commercialization may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could harm our business
7. 82Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited
8. 83Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition or results of operations
9. 84Investors’ expectations of our performance relating to environmental, social and governance factors may impose additional costs and expose us to new risks

Risks Related to the Ownership of Our Common Stock

1. 85The trading price of our common stock is likely to be volatile and you could lose all or part of your investment
2. 86the other factors described in this “Risk Factors” section and elsewhere in this Annual Report on Form 10-K
3. 87Our executive officers, directors and principal stockholders, if they choose to act together, have the ability to control or significantly influence all matters submitted to stockholders for approval
4. 88Future sales and issuances of our securities, including pursuant to our equity incentive plans and our commitment to the Pledge 1% Movement, may cause dilution to our stockholders or decrease our stock price27% rewritten
5. 89We are an emerging growth company and a smaller reporting company and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors
6. 90In addition, as an “emerging growth company” the JOBS Act allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies
7. 91Future changes in financial accounting standards or practices may cause adverse and unexpected revenue fluctuations and adversely affect our reported results of operations
8. 92Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, would be your sole source of gain
9. 93Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws that are in effect could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our common stock
10. 94The amendment of any of these provisions, with the exception of the ability of our board of directors to issue shares of preferred stock and designate any rights, preferences and privileges thereto, would require approval by the holders of at least 66-2/3% of our then-outstanding common stock
11. 95We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives and corporate governance practices
12. 96Unstable market and economic conditions, including any adverse macroeconomic conditions or geopolitical events, may have serious adverse consequences on our business, financial condition and stock price
13. 97Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud
14. 98We could be subject to securities class action litigation
15. 99If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our common stock, our share price and trading volume could decline
16. 100Our operations are concentrated in one location, and we or the third parties upon whom we depend may be adversely affected by a wildfire and earthquake or other natural disasters and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster
17. 101Our insurance policies may be inadequate, may not cover all of our potential liabilities and may potentially expose us to unrecoverable risks
18. 102Conflicts of interest may arise because some members of our board of directors are representatives of our principal stockholders
19. 103The increasing use of social media platforms presents new risks and challenges