Cullinan Therapeutics (CGEM) risk factors, FY2025 10-K

Risks Related to the Development of Our Product Candidates

1. 01Our preclinical studies and clinical trials may fail to demonstrate adequately the safety and efficacy of any of our product candidates, which would prevent or delay development, regulatory approval, and commercialization
2. 02We may encounter substantial delays in preclinical studies and clinical trials or may not be able to conduct or complete preclinical studies or clinical trials on the expected timelines, if at all
3. 03collaborators may conduct clinical trials in ways they view as advantageous to them but that are suboptimal for us31% rewritten
4. 04maintaining a continued acceptable safety, tolerability, and efficacy profile of our products following approval47% rewritten
5. 05Difficulty in enrolling patients has delayed, and in the future could delay or prevent, clinical trials of our product candidates and ultimately delay or prevent regulatory approval25% rewritten
6. 06factors we may not be able to control, such as future pandemics that may limit patients, principal investigators or staff or clinical site availability
7. 07Interim, “topline”, and preliminary data from our clinical trials that we announce or publish may change as more patient data become available and are subject to confirmation, audit, and verification procedures that could result in material changes in the final data
8. 08We may not be able to file INDs, IND amendments or other similar regulatory submissions outside of the U.S. to commence additional clinical trials on the timelines we expect, and even if we are able to, the FDA or foreign regulatory authorities may not permit us to proceed
9. 09Our product candidates may cause undesirable side effects or have other properties that delay or prevent their regulatory approval, limit their commercial potential, or result in significant negative consequences following any potential marketing approval
10. 10our reputation may suffer
11. 11Since the number of patients that have been and will be dosed in our ongoing clinical trials is small, the results from such clinical trials, once completed, may be less reliable than results achieved in larger clinical trials, which may hinder our efforts to obtain regulatory approval for our product candidates
12. 12We are currently conducting and may in the future conduct clinical trials for product candidates outside the U.S., and the FDA and comparable foreign regulatory authorities may not accept data from such trials
13. 13We may develop product candidates in combination with other therapies, which would expose us to additional risks
14. 14If we are unable to successfully validate, develop, and obtain regulatory approval for any required companion diagnostic tests for our product candidates or experience significant delays in doing so, we may fail to obtain approval or may not realize the full commercial potential of these product candidates

Risks Related to Our Financial Condition and Capital Requirements

1. 15Our limited operating history may make it difficult for you to evaluate the success of our business to date and to assess our future viability
2. 16We have incurred significant losses since inception, and we expect to incur losses over the next several years and may not be able to achieve or sustain revenues or profitability in the future25% rewritten
3. 17develop, maintain, expand, and protect our intellectual property portfolio
4. 18We have not generated any revenue from the sale of our product candidates and may never be profitable
5. 19our ability to establish and enforce intellectual property rights in and for our current and future product candidates
6. 20We will require substantial additional funding to develop and commercialize our current and future product candidates. If we are unable to raise capital when needed, we would be compelled to delay, reduce, or eliminate our product development programs or other operations
7. 21If we engage in acquisitions or strategic partnerships, this may increase our capital requirements, dilute our stockholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks28% rewritten
8. 22the outcome of any legal proceedings that may be instituted with respect to the proposed acquisition, in-license or investment
9. 23Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates on unfavorable terms to us
10. 24Our stockholders will experience substantial additional dilution if outstanding stock options are exercised for common stock55% rewritten
11. 25Our operations and financial condition have been and could continue to be adversely affected by global and regional economic conditions in ways we may not be able to predict or control72% rewritten
12. 26Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses

Risks Related to Our Corporate Structure

1. 27We may not be successful in our efforts to build a pipeline of product candidates with commercial value
2. 28We may expend our limited resources to pursue a particular product candidate or indication and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success
3. 29In addition, we will also owe the licensor of CLN-049 a success fee in the event of a sale or other disposition of the majority of the assets of the CLN-049 development subsidiary. This fee will reduce the net proceeds we receive from any such sale or disposition of assets21% rewritten
4. 30Our reliance on a limited number of employees presents operational challenges that may adversely affect our business
5. 31We are a “smaller reporting company,” and we cannot be certain if the reduced reporting requirements applicable to smaller reporting companies will make our common stock less attractive to investorsNew

Risks Related to Potential Commercialization

1. 32Even if we obtain regulatory approval of our product candidates, the products may not gain market acceptance among physicians, patients, hospitals, treatment centers, and others in the medical community
2. 33If our product candidates are licensed but fail to achieve market acceptance among physicians, patients, hospitals, treatment centers or others in the medical community, we will not be able to generate significant revenue
3. 34We face substantial competition, which may result in others discovering, developing, or commercializing products before or more successfully than we do32% rewritten
4. 35Reimbursement rates may also vary according to the use of the drug and the clinical setting in which the drug is used; rates may be based on reimbursement levels already set for lower cost drugs or rates may be incorporated into existing payments for other servicesNew
5. 36Healthcare legislative measures aimed at reducing healthcare costs may have a material adverse effect on our business and results of operations82% rewritten
6. 37the availability of capital71% rewritten
7. 38Reform efforts have been and may continue to be subject to scrutiny and legal challenge, which increases uncertainty. For example, the IRA drug price negotiation program has been challenged in litigation filed by various pharmaceutical manufacturers and industry groupsNew
8. 39If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of our product candidates
9. 40a decline in our share price
10. 41If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business
11. 42The market opportunities for our product candidates and forecasts of market growth may not be accurate, and the actual market for our products may be smaller than we estimate, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, or at all
12. 43We currently have no marketing and sales organization and 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, if approved, we may not be able to generate product revenue

Risks Related to Government Regulation

1. 44If we are not able to obtain, or are delayed in obtaining, required regulatory approvals for our product candidates, we will not be able to commercialize, or will be delayed in commercializing, our product candidates, and our ability to generate revenue will be materially impaired
2. 45We may be unable to obtain or maintain orphan drug status for our current and future product candidates, or to maintain the benefits associated with orphan drug status, including market exclusivity, which may cause our revenue, if any, to be reduced
3. 46A Fast Track designation by the FDA, even if granted for any of our current or future product candidates, may not lead to a faster development or regulatory review or approval process, and does not increase the likelihood that our product candidates will receive marketing approval34% rewritten
4. 47The Breakthrough Therapy designation by the FDA, even if granted for any of our current or future product candidates, may not lead to a faster development or regulatory review or approval process and it does not increase the likelihood that any of our product candidates will receive marketing approval
5. 48Seeking accelerated approval by the FDA, even if requested for zipalertinib or any other current or future product candidates, may not lead to a faster regulatory review and does not increase the likelihood that our product candidates will receive marketing approval
6. 49If approved, our investigational products regulated as biologics may face competition from biosimilars approved through an abbreviated regulatory pathway
7. 50If competitors are able to obtain marketing approval for biosimilars referencing our products, our products may become subject to competition from such biosimilars, with the attendant competitive pressure and consequences
8. 51Obtaining 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
9. 52injunctions or the imposition of civil or criminal penalties
10. 53The FDA and other comparable regulatory agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses
11. 54Our employees, independent contractors, consultants, commercial partners and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements which could have a significant adverse impact on our business
12. 55We are or may become subject to additional healthcare regulation and enforcement by various government entities, and our failure to strictly adhere to these regulatory regimes could have a significant adverse impact on our business
13. 56The distribution of pharmaceutical products is subject to additional requirements and regulations, including extensive record-keeping, licensing, storage and security requirements intended to prevent the unauthorized sale of pharmaceutical products
14. 57Data collection is governed by restrictive regulations governing the use, processing and cross-border transfer of personal information53% rewritten
15. 58Regulations regarding the use and development of artificial intelligence (“AI”) are being introduced in various jurisdictions globallyNew
16. 59In January 2026, the FDA and EMA jointly published “Guiding Principles of Good AI Practice in Drug Development,” which acknowledge the growing use of AI in drug development and set forth potential areas of focus for regulators and international standards organizationsNew

Risks Related to Our Intellectual Property

1. 60If we fail to comply with our obligations in any agreements under which we may license intellectual property rights from third parties or otherwise experience disruptions to our business relationships with our licensors, we could lose license rights that are important to our business
2. 61the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners
3. 62If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed
4. 63Third-party claims of intellectual property infringement, misappropriation or other violations may be costly and time consuming and may prevent or delay our product identification, discovery and development efforts
5. 64there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and, if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock
6. 65We may not be successful in obtaining or maintaining necessary rights to product components and processes for our development pipeline through acquisitions and in-licenses49% rewritten
7. 66Because additional product candidates may require the use of proprietary rights held by third parties, the growth of our business will likely depend in part on our ability to acquire, in-license or use these proprietary rights
8. 67We may be involved in lawsuits to protect or enforce our owned or in-licensed intellectual property rights, which could be expensive, time-consuming and unsuccessful
9. 68Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and patent protection could be reduced or eliminated for non-compliance with these requirements
10. 69Changes to patent law in the U.S. and in foreign jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our products
11. 70We have limited foreign intellectual property rights and may not be able to protect our intellectual property rights throughout the world
12. 71We may be subject to claims challenging the inventorship or ownership of any intellectual property, including any patents we may own or in-license
13. 72We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information or alleged trade secrets of third parties or competitors or are in breach of non-competition or non-solicitation agreements with our competitors
14. 73If we do not obtain patent term extension and data exclusivity for any of our current or future product candidates we may develop, our business may be materially harmed
15. 74If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our marks of interest and our business may be adversely affected

Risks Related to Our Reliance on Third Parties

1. 75We utilize and depend upon independent investigators and collaborators, such as medical institutions, CROs, CMOs, and strategic partners to conduct and support our preclinical studies and clinical trials under agreements with us and expect to rely on such parties in the future
2. 76In addition to our existing collaborations, we may form or seek additional collaborations or strategic alliances or enter into additional licensing arrangements in the future, and we may not realize the benefits of such collaborations, alliances or licensing arrangements
3. 77collaborators may own or co-own intellectual property covering our product candidates that results from our collaborating with them, and in such cases, we would not have the exclusive right to commercialize such intellectual property
4. 78our contract manufacturers and critical reagent suppliers may be subject to inclement weather, as well as natural or man-made disasters
5. 79If our third-party manufacturers use hazardous and biological materials in a manner that causes injury or violates applicable law, we may be liable for damages

Risks Related to Managing Growth and Employee Matters

1. 80We are highly dependent on our key personnel. If we are not successful in retaining highly qualified personnel, we may not be able to successfully implement our business strategy
2. 81We will need to grow the size of our organization, and we may experience difficulties in managing this growth
3. 82improving our operational, financial and management controls, reporting systems and procedures
4. 83Our internal computer systems, or those used by our third-party CROs or other contractors or consultants, may fail or suffer security breaches, which could result in a material disruption to the development programs of our current and future product candidates
5. 84We may be unable to adequately protect our information systems from cyberattacks, which could result in the disclosure of confidential or proprietary information, including personal data, damage our reputation, and subject us to significant financial and legal exposure20% rewritten

Risks Related to Ownership of Our Common Stock

1. 85The price of our stock may be volatile, and you could lose all or part of your investment
2. 86other events or factors, many of which are beyond our control
3. 87We do not intend to pay dividends on our common stock, so any returns will be limited to the value of our stock
4. 88Our principal stockholders and management own a significant percentage of our stock and could be able to exert significant influence over matters subject to stockholder approval31% rewritten
5. 89Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited69% rewritten
6. 90Anti-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
7. 91the authority of the board of directors to issue preferred stock on terms determined by the board of directors without stockholder approval and which preferred stock may include rights superior to the rights of the holders of common stock
8. 92Our third amended and restated bylaws designate specific courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us
9. 93If we fail to establish and maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our business could be harmed
10. 94If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline