What the changes say
- Boundless Bio faces substantial lease obligations and concentrates pipeline efforts on BBI-940 after halting trial enrollments.
What changed since the prior 10-K
New
- NewRisks Related to Our Limited Operating History, Financial Position and Capital Requirements
We occupy our corporate headquarters under a long-term non-cancellable lease which may limit our operating flexibility and could adversely affect our liquidity and results of operations
Our non-cancellable headquarters lease expires in October 2034 and requires future undiscounted payments of $69.8 million as of December 31, 2025.
- NewRisks Related to Our Limited Operating History, Financial Position and Capital Requirements
increasing our vulnerability to general adverse economic and industry conditions
Restrictions on assigning or subleasing our headquarters lease limit operating flexibility and could lead to significant exit costs.
- NewRisks Related to the Discovery, Development, and Regulatory Approval of Our ecDTx
We are early in our development efforts and have only one ecDTx in development. If we are unable to successfully develop, obtain regulatory approval, and ultimately commercialize our ecDTx, or experience significant delays in doing so, our business will be materially harmed
We ceased enrollment in the POTENTIATE trial for BBI-355 and BBI-825, leaving BBI-940 as our only clinical-stage ecDTx.
- NewRisks Related to the Discovery, Development, and Regulatory Approval of Our ecDTx
development of the compounds. In addition, we have studied, and plan to study, our ecDTx in combination with other therapies, which may exacerbate adverse events associated with such ecDTx
Combining our ecDTx with other therapies or treating critically ill patients may exacerbate adverse events or result in deaths during clinical trials.
- NewRisks Related to the Discovery, Development, and Regulatory Approval of Our ecDTx
A key component of our strategy is our ability to identify patient populations most likely to benefit from our ecDTx by using a biomarker-driven approach. Identification of these patients will require identification of predictive biomarkers and may require the development and use of a diagnostic assay
Developing a biomarker-driven diagnostic assay through third parties is required for patient selection but involves validation and commercialization risks.
- NewRisks Related to Commercialization of Our ecDTx
and reimbursement for their companion pharmaceutical product. Similar challenges to obtaining coverage and reimbursement applicable to pharmaceutical products will apply to companion diagnostics tests
Third-party payor coverage and reimbursement policies for companion diagnostics and pharmaceuticals are uncertain and vary significantly.
- NewRisks Related to Our Intellectual Property
our intellectual property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop
Compulsory licensing laws and geopolitical conflicts, such as those involving Ukraine and the Middle East, could impair our intellectual property.
- NewRisks Related to Our Intellectual Property
of discovery required in connection with intellectual property litigation and proceedings, there is a risk that some of our confidential information could be compromised by disclosure during such litigation and proceedings
Intellectual property litigation could compromise our confidential information and distract personnel, increasing operating losses.
- NewRisks Related to Ownership of Our Common Stock
International trade policies, including tariffs, sanctions, and trade barriers may adversely affect our business, financial condition, results of operations, and prospects
New U.S. tariffs and foreign retaliatory measures may adversely affect our third-party supply chain and global operations.
Dropped
- DroppedRisks Related to the Discovery, Development, and Regulatory Approval of Our ecDTx
acceptance of our products, if approved, by patients, the medical community, and third-party payors
- DroppedRisks Related to the Discovery, Development, and Regulatory Approval of Our ecDTx
of our ecDTx. Further, because our current ecDTx and all of our discovery programs are ecDNA based, adverse developments with respect to one of our programs may have a significant adverse impact on the actual or perceived likelihood of success and value of our other programs
- DroppedRisks Related to the Discovery, Development, and Regulatory Approval of Our ecDTx
If we are unable to successfully develop an ecDNA diagnostic to enable patient selection for our ecDTx, or if we experience significant delays in doing so, we may not realize the full commercial potential of our ecDTx
- DroppedRisks Related to the Discovery, Development, and Regulatory Approval of Our ecDTx
negotiating insurance reimbursement plans, all of which may prevent us from completing our clinical trials or commercializing our ecDTx, if approved, on a timely or profitable basis, if at all
- DroppedRisks Related to Our Reliance on Third Parties
or products or such quantities at an acceptable cost, which could delay, prevent, or impair, our development or commercialization efforts
Uncertainty regarding market acceptance of approved ecDTx by patients and payors.
- DroppedRisks Related to Ownership of Our Common Stock
shares and may impair our ability to acquire other businesses or technologies using our shares as consideration, which, in turn, could materially adversely affect our business
Reworded
- 82% rewrittenRisks Related to Ownership of Our Common Stock
Changes in tax law may materially adversely affect our financial condition, results of operations and cash flows, or adversely impact the value of an investment in our common stock
Added specific mention of the U.S. OBBBA and related federal tax reforms affecting R&D amortization and international tax.
- 74% rewrittenRisks Related to Commercialization of Our ecDTx
unfavorable publicity relating to the product
Updated formatting of commercialization and reimbursement risks without substantive changes to text.
- 72% rewrittenRisks Related to the Discovery, Development, and Regulatory Approval of Our ecDTx
Changes in methods of ecDTx manufacturing or formulation may result in additional costs or delay
Expanded manufacturing risk scope to include preclinical studies alongside clinical trials and commercialization.
- 70% rewrittenRisks Related to Our Reliance on Third Parties
in the event of approval to market and commercialize our ecDTx, an inability to meet commercial demands for our ecDTx
Added risks regarding foreign contract manufacturers, U.S. sanctions, and the proposed BIOSECURE Act legislation.
- 67% rewrittenRisks Related to Our Intellectual Property
We may become involved in lawsuits to protect or enforce our patents and other intellectual property rights, which could be expensive, time-consuming, and unsuccessful
Added a sentence highlighting the risk of confidential information compromise during intellectual property litigation discovery.
- 64% rewrittenRisks Related to Ownership of Our Common Stock
An active, liquid, and orderly market for our common stock may not be sustained, or we may in the future fail to satisfy the continued listing requirements of Nasdaq
Added the impact of an inactive stock market on our ability to acquire other businesses using shares as consideration.
- 59% rewrittenRisks Related to the Discovery, Development, and Regulatory Approval of Our ecDTx
Our approach to treating cancer with oncogene amplifications by developing ecDTx directed against ecDNA is novel and unproven, and we do not know whether we will be able to develop any products of commercial value, or if competing approaches will limit the commercial value of our ecDTx
Updated trial status to reflect the cessation of the POTENTIATE trial for BBI-355 and BBI-825 due to market and clinical data.
Was: Our approach to treating cancer with oncogene amplifications by developing ecDTx directed against ecDNA is unproven, and we do not know whether we will be able to develop any products of commercial value, or if competing approaches will limit the commercial value of our ecDTx
- 54% rewrittenRisks Related to the Discovery, Development, and Regulatory Approval of Our ecDTx
We may expend our limited resources to pursue a particular ecDTx or a particular indication for an ecDTx and fail to capitalize on ecDTx or indications that may be more profitable or for which there is a greater likelihood of success
Removed the specific mention of the terminated STARMAP trial from the resource allocation risk description.
- 53% rewrittenRisks Related to Our Business Operations and Industry
Current and future healthcare reform legislation or regulation may increase the difficulty and cost for us to obtain coverage for and commercialize our ecDTx and may adversely affect the prices we may set
- 49% rewrittenRisks Related to Ownership of Our Common Stock
Sales 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
- 45% rewrittenRisks Related to Our Limited Operating History, Financial Position and Capital Requirements
We will require substantial additional capital to finance our operations, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce, or terminate our ecDTx development programs, commercialization efforts, or other operations
- 37% rewrittenRisks Related to the Discovery, Development, and Regulatory Approval of Our ecDTx
We may find it difficult to enroll patients in our clinical trials. If we encounter difficulties or delays enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected
- 37% rewrittenRisks Related to Ownership of Our Common Stock
Our executive officers, directors, and principal stockholders, if they choose to act together, have the ability to significantly influence all matters submitted to stockholders for approval
- 35% rewrittenRisks Related to Our Intellectual Property
We may not be able to protect our intellectual property and proprietary rights throughout the world
- 34% rewrittenRisks Related to the Discovery, Development, and Regulatory Approval of Our ecDTx
As an organization, we have never completed any clinical trials and may be unable to do so for our ecDTx
Was: As an organization, we have never completed any clinical trials and may be unable to do so for any of our ecDTx
- 29% rewrittenRisks Related to Our Business Operations and Industry
We have a relatively small number of employees which may constrain our ability to accomplish our business objectives. Our long-term success is dependent on our ability to retain and attract highly qualified management and other clinical and scientific personnel
Was: Our success is dependent on our ability to attract and retain highly qualified management and other clinical and scientific personnel
- 27% rewrittenRisks Related to Our Business Operations and Industry
We are subject to various U.S. federal, state, and foreign healthcare laws and regulations, which could increase compliance costs, and our failure to comply with these laws and regulations could harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business
- 22% rewrittenRisks Related to the Discovery, Development, and Regulatory Approval of Our ecDTx
If any of these events occur, we may be forced to delay, modify, or abandon our development efforts for a program or programs, which would have a material adverse effect on our business and could potentially cause us to cease operations
All 90 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Limited Operating History, Financial Position and Capital Requirements
- 01We have a limited operating history, have incurred significant operating losses since our inception, and expect to incur significant losses for the foreseeable future. We may never generate any revenue or become profitable or, if we achieve profitability, we may not be able to sustain it
- 02We will require substantial additional capital to finance our operations, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce, or terminate our ecDTx development programs, commercialization efforts, or other operations45% rewritten
- 03costs associated with any products or technologies that we may in-license or acquire
- 04Raising additional capital may cause dilution to our stockholders, restrict our operations, or require us to relinquish rights to our technologies or ecDTx
- 05We occupy our corporate headquarters under a long-term non-cancellable lease which may limit our operating flexibility and could adversely affect our liquidity and results of operationsNew
- 06increasing our vulnerability to general adverse economic and industry conditionsNew
Risks Related to the Discovery, Development, and Regulatory Approval of Our ecDTx
- 07We are early in our development efforts and have only one ecDTx in development. If we are unable to successfully develop, obtain regulatory approval, and ultimately commercialize our ecDTx, or experience significant delays in doing so, our business will be materially harmedNew
- 08Our approach to treating cancer with oncogene amplifications by developing ecDTx directed against ecDNA is novel and unproven, and we do not know whether we will be able to develop any products of commercial value, or if competing approaches will limit the commercial value of our ecDTx59% rewritten
- 09If any of these events occur, we may be forced to delay, modify, or abandon our development efforts for a program or programs, which would have a material adverse effect on our business and could potentially cause us to cease operations22% rewritten
- 10Any difficulties or delays in the commencement or completion, or the termination or suspension, of our current or planned clinical trials or preclinical studies could result in increased costs to us, delay or limit our ability to generate revenue, or adversely affect our commercial prospects
- 11third parties being unwilling or unable to satisfy their contractual obligations to us in a timely manner
- 12We may find it difficult to enroll patients in our clinical trials. If we encounter difficulties or delays enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected37% rewritten
- 13development of the compounds. In addition, we have studied, and plan to study, our ecDTx in combination with other therapies, which may exacerbate adverse events associated with such ecDTxNew
- 14our reputation may suffer
- 15As an organization, we have never completed any clinical trials and may be unable to do so for our ecDTx34% rewritten
- 16A key component of our strategy is our ability to identify patient populations most likely to benefit from our ecDTx by using a biomarker-driven approach. Identification of these patients will require identification of predictive biomarkers and may require the development and use of a diagnostic assayNew
- 17We intend to develop our ecDTx in combination with other therapies, which exposes us to additional risks
- 18If the FDA or similar foreign regulatory authorities revoke the approval of combination agents, or if safety, efficacy, manufacturing, or supply issues arise with the drugs we choose to evaluate in combination with our ecDTx, we may be unable to obtain approval of or market our ecDTx for combination therapy regimens
- 19We may expend our limited resources to pursue a particular ecDTx or a particular indication for an ecDTx and fail to capitalize on ecDTx or indications that may be more profitable or for which there is a greater likelihood of success54% rewritten
- 20We may in the future conduct certain of our clinical trials for our ecDTx outside of the United States. However, the FDA and other foreign equivalents may not accept data from such trials, in which case our development plans will be delayed, which could materially harm our business
- 21Interim, topline, and preliminary data from our clinical trials and preclinical studies 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
- 22Changes in methods of ecDTx manufacturing or formulation may result in additional costs or delay72% rewritten
Risks Related to Our Reliance on Third Parties
- 23in the event of approval to market and commercialize our ecDTx, an inability to meet commercial demands for our ecDTx70% rewritten
- 24Our ecDTx and any products that we may develop may compete with other product candidates and products for access to manufacturing facilities
- 25Our reliance on third parties requires us to share our trade secrets, which increases the possibility that a competitor or other third party will discover them or that our trade secrets will be misappropriated or disclosed
- 26We may seek to enter into collaborations, licenses, and other similar arrangements and may not be successful in doing so, and even if we are, we may relinquish valuable rights and may not realize the benefits of such relationships
Risks Related to Commercialization of Our ecDTx
- 27Even if we receive regulatory approval for any ecDTx, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense
- 28The occurrence of any event or penalty described above may inhibit our ability to commercialize our ecDTx and generate revenue and could require us to expend significant time and resources in response and could generate negative publicity
- 29The FDA and other regulatory agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses
- 30The commercial success of our ecDTx will depend upon the degree of market acceptance of such ecDTx by physicians, patients, healthcare payors, and others in the medical community
- 31unfavorable publicity relating to the product74% rewritten
- 32and reimbursement for their companion pharmaceutical product. Similar challenges to obtaining coverage and reimbursement applicable to pharmaceutical products will apply to companion diagnostics testsNew
- 33The market opportunities for our ecDTx may be limited to patients who are ineligible for or have failed prior treatments and may be small or different from our estimates
- 34Our future growth may depend, in part, on our ability to operate in foreign markets, where we would be subject to additional regulatory burdens and other risks and uncertainties
Risks Related to Our Business Operations and Industry
- 35Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide
- 36the timing and amount of any milestone, royalty, or other payments payable by us or due to us under any collaboration, licensing, or other similar agreement
- 37We have a relatively small number of employees which may constrain our ability to accomplish our business objectives. Our long-term success is dependent on our ability to retain and attract highly qualified management and other clinical and scientific personnel29% rewritten
- 38We may encounter difficulties in managing our growth and expanding our operations successfully
- 39We are subject to various U.S. federal, state, and foreign healthcare laws and regulations, which could increase compliance costs, and our failure to comply with these laws and regulations could harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business27% rewritten
- 40Current and future healthcare reform legislation or regulation may increase the difficulty and cost for us to obtain coverage for and commercialize our ecDTx and may adversely affect the prices we may set53% rewritten
- 41If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit, delay, or cease commercialization of our ecDTx
- 42a decline in our stock price
- 43Our insurance policies are expensive and protect us from only some business risks, which will leave us exposed to significant uninsured liabilities
- 44legislation in the United States. In the event that we are subject to or affected by HIPAA, the CCPA, or other domestic privacy and data protection laws, any liability from failure to comply with the requirements of these laws could adversely affect our financial condition
- 45contractual obligations, even if we are not found liable, could be expensive and time consuming to defend, could result in adverse publicity, and adversely affect our business, financial condition, results of operations, and prospects
- 46Our business is subject to risks arising from pandemic and epidemic diseases
- 47Our business could be affected by litigation, government investigations, and enforcement actions
- 48Our employees and independent contractors, including principal investigators, CROs, consultants, and vendors, may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements
- 49We may engage in strategic transactions that could impact our liquidity, increase our expenses, and present significant distractions to our management
- 50Our ability to use net operating loss carryforwards and other tax attributes may be limited
- 51Inflation could adversely affect our business and results of operation
Risks Related to Our Intellectual Property
- 52maintain, expand, enforce, and defend the scope of our intellectual property protection, our business, financial condition, results of operations, and prospects could be materially harmed
- 53We may not be able to protect our intellectual property and proprietary rights throughout the world35% rewritten
- 54our intellectual property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we developNew
- 55Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment, and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements
- 56Changes in patent laws or their interpretations could diminish the value of patents in general, thereby impairing our ability to protect our products
- 57Issued patents covering our ecDTx could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad
- 58Patent terms may be inadequate to protect the competitive position of our ecDTx for an adequate amount of time
- 59If we do not obtain patent term extension and equivalent extensions outside of the United States for our ecDTx, our business may be materially harmed
- 60We may be subject to claims challenging the inventorship of our patents and other intellectual property
- 61If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed
- 62We may be subject to claims that our employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property
- 63We 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 products and ecDTx
- 64Third-party claims of intellectual property infringement, misappropriation, or other violations against us or our collaborators could be expensive and time consuming and may prevent or delay the development and commercialization of our ecDTx
- 65claims of patent infringement, we cannot be certain that we would prevail in any dispute, and we cannot be certain how an adverse determination would affect our business
- 66We may become involved in lawsuits to protect or enforce our patents and other intellectual property rights, which could be expensive, time-consuming, and unsuccessful67% rewritten
- 67of discovery required in connection with intellectual property litigation and proceedings, there is a risk that some of our confidential information could be compromised by disclosure during such litigation and proceedingsNew
- 68If 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
- 69Intellectual property rights do not necessarily address all potential threats
- 70the patents or other intellectual property rights of others may harm our business; and
- 71We may not be successful in obtaining or maintaining necessary rights to product components and processes for our development pipeline through acquisitions and in-licenses
Risks Related to Ownership of Our Common Stock
- 72An active, liquid, and orderly market for our common stock may not be sustained, or we may in the future fail to satisfy the continued listing requirements of Nasdaq64% rewritten
- 73The trading price of the shares of our common stock could be highly volatile, and purchasers of our common stock could incur substantial losses
- 74changes in accounting standards, policies, guidelines, interpretations, or principles
- 75Our executive officers, directors, and principal stockholders, if they choose to act together, have the ability to significantly influence all matters submitted to stockholders for approval37% rewritten
- 76We do not currently intend to pay dividends on our common stock, so any returns on your investment will be limited to the value of our common stock
- 77Sales of a substantial number of shares of our common stock by our existing stockholders in the public market could cause our stock price to fall49% rewritten
- 78We 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
- 79exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved
- 80Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable and may lead to entrenchment of management
- 81We incur significant costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives
- 82Any violations of the laws and regulations described above may result in substantial civil and criminal fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm, and other consequences
- 83We and any of our third-party manufacturers or suppliers may use potent chemical agents and hazardous materials, and any claims relating to improper handling, storage, or disposal of these materials could be time-consuming or costly
- 84Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses
- 85Unstable market and economic conditions and adverse developments with respect to financial institutions and associated liquidity risk may have serious adverse consequences on our business, financial condition, and stock price
- 86International trade policies, including tariffs, sanctions, and trade barriers may adversely affect our business, financial condition, results of operations, and prospectsNew
- 87Changes in tax law may materially adversely affect our financial condition, results of operations and cash flows, or adversely impact the value of an investment in our common stock82% rewritten
- 88If securities or industry analysts do not publish research or reports or publish unfavorable research or reports about our business, our stock price and trading volume could decline
- 89If we fail to maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting, and the trading price of our common stock may decline
- 90We could be subject to securities class action litigation
Other Boundless Bio 10-Ks
- FY2024 10-K risk factors87 risks
Boundless Bio faces high risks as an unproven clinical-stage oncology company reliant on ecDNA technology. The company lacks commercial products, has never generated revenue, and requires substantial outside capital. Development of ecDTx therapies depends heavily on third-party manufacturers, diagnostic development, and successful patient clinical trials.
Filed Mar 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.