What the changes say
- Denali Therapeutics reports a larger accumulated deficit of $2.05 billion and 503 employees in 2025.
What changed since the prior 10-K
New
- NewRisks Related to Our Business, Financial Condition and Capital Requirements
We are in the clinical stages of drug development, have no approved products, and may never become profitable
Denali is a clinical-stage biopharmaceutical company with no approved products, no product revenue, and an uncertain path to profitability.
- NewRisks Related to Our Business, Financial Condition and Capital Requirements
To obtain revenue from the sales of our product candidates that are significant or large enough to achieve profitability, we must succeed, either alone or with third parties, in developing, obtaining regulatory approval for, manufacturing, and marketing therapies with significant commercial success
Achieving profitability requires successfully developing, manufacturing, obtaining regulatory approval for, and marketing therapies, including those utilizing its TV platform.
- NewRisks Related to the Discovery, Development, and Commercialization of Our Product Candidates
We cannot be certain that our current clinical trials or any future clinical trials will be successful. Additionally, any safety concerns observed in any one of our clinical trials in our targeted indications could limit the prospects for regulatory approval of our product candidates in those and other indications
The FDA extended the PDUFA target date for DNL310's BLA and may require additional trials if not satisfied with submitted clinical pharmacology information.
Dropped
- DroppedRisks Related to Our Business, Financial Condition and Capital Requirements
We are in the clinical stages of drug development and have a limited operating history and no products approved for commercial sale, which may make it difficult to evaluate our business and predict our future success and viability
Limited operating history and no approved products make it difficult to evaluate business.
- DroppedRisks Related to Our Business, Financial Condition and Capital Requirements
Drug development is a highly uncertain undertaking and involves a substantial degree of risk. We have never generated any revenue from product sales, and we may never generate product revenue or be profitable
- DroppedRisks Related to the Discovery, Development, and Commercialization of Our Product Candidates
If any of these events occur, we may be forced to abandon our development efforts for a program or programs, which could have a material adverse effect on our business
Uncertain drug development and no revenue mean the company may never be profitable.
- DroppedRisks Related to the Discovery, Development, and Commercialization of Our Product Candidates
We may not be successful in our efforts to continue to create a pipeline of product candidates or to develop commercially successful products
Reworded
- 94% rewrittenRisks Related to the Discovery, Development, and Commercialization of Our Product Candidates
If any of our small molecule product candidates obtain regulatory approval, additional competitors could enter the market with generic versions of such drugs, which may result in a material decline in sales of affected products
Added specific mention of Paragraph IV certifications and potential litigation regarding patent challenges for small molecule generic competitors.
- 80% rewrittenRisks Related to the Discovery, Development, and Commercialization of Our Product Candidates
Our clinical trials may reveal significant adverse events, toxicities, or other side effects and may fail to demonstrate substantial evidence of the safety and efficacy or potency of our product candidates, which would prevent, delay, or limit the scope of regulatory approval and commercialization
Added that open-label extension studies may extend timing and increase costs of clinical development substantially.
- 78% rewrittenRisks Related to the Discovery, Development, and Commercialization of Our Product Candidates
We are heavily dependent on the successful development of our TV platform and the programs currently in our pipeline. We cannot give any assurance that any of our product candidates will receive regulatory, including marketing, approval, which is necessary before they can be commercialized
Added a concluding sentence noting future success depends on commercializing product candidates and failing for reasons set forth in the risk factors.
- 75% rewrittenRisks Related to the Discovery, Development, and Commercialization of Our Product Candidates
Our product candidates may cause undesirable side effects or have other properties that could halt their clinical development, prevent their regulatory approval, limit their commercial potential, or result in significant negative consequences
Added risk regarding illnesses and adverse events going undetected in earlier trials appearing in larger, longer trials or post-marketing.
- 63% rewrittenRisks Related to Our Business, Financial Condition and Capital Requirements
We have incurred significant net losses since our inception and anticipate that we will continue to incur net losses for the foreseeable future
Updated net losses to $512.5 million for 2025 and accumulated deficit to $2.05 billion as of December 31, 2025.
- 52% rewrittenRisks Related to Our Business, Financial Condition and Capital Requirements
We may expend our limited resources on programs that do not yield a successful product candidate and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success
Added a sentence stating that one of the company's strategies is to identify and pursue clinical development of additional product candidates.
- 47% rewrittenRisks Related to Our Operations
We will need to grow the size and capabilities of our organization, and we may experience difficulties in managing this growth
Updated employee count to approximately 503 full-time employees and added reliance on independent organizations, advisors, and consultants.
- 44% rewrittenRisks Related to Ownership of Our Common Stock
Our principal stockholders and management own a significant percentage of our stock and will be able to exercise significant influence over matters subject to stockholder approval
Added a specific reference to the recent board nomination and election of a director designated by Baker Brothers.
- 43% rewrittenRisks Related to the Discovery, Development, and Commercialization of Our Product Candidates
If we are unable to establish sales and marketing capabilities or enter into agreements with third parties to sell and market any product candidates we may develop, we may not be successful in commercializing those product candidates if and when they are approved
- 42% rewrittenRisks Related to the Discovery, Development, and Commercialization of Our Product Candidates
We may encounter difficulties enrolling and/or retaining patients in our clinical trials, and our clinical development activities could thereby be delayed or otherwise adversely affected
- 41% rewrittenRisks Related to Ownership of Our Common Stock
Raising additional capital may cause dilution to our existing stockholders, restrict our operations, or require us to relinquish rights to our technologies or product candidates
- 33% rewrittenRisks Related to the Discovery, Development, and Commercialization of Our Product Candidates
Our biologic, or large molecule, product candidates for which we intend to seek approval may face competition sooner than anticipated
- 32% rewrittenRisks Related to Our Operations
In addition, if we undertake such a transaction, we may issue dilutive securities, assume or incur debt obligations, incur large one-time expenses and acquire intangible assets that could result in significant future amortization expense
- 29% rewrittenRisks Related to Regulatory Approval and Other Legal Compliance Matters
Healthcare legislative measures aimed at reducing healthcare costs may have a material adverse effect on our business and results of operations
- 29% rewrittenRisks Related to Our Business, Financial Condition and Capital Requirements
If we fail to obtain additional financing, we may be unable to complete the development and, if approved, commercialization of our product candidates
- 28% rewrittenRisks Related to the Discovery, Development, and Commercialization of Our Product Candidates
We may encounter substantial delays in our clinical trials or difficulties enrolling patients, or may not be able to conduct or complete our clinical trials on the timelines we expect, if at all
Was: We may encounter substantial delays in our clinical trials, or may not be able to conduct or complete our clinical trials on the timelines we expect, if at all
- 24% rewrittenRisks Related to Our Operations
Our business is subject to economic, political, regulatory, and other risks associated with international operations
- 22% rewrittenRisks Related to Our Operations
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited
- 21% rewrittenRisks Related to Our Operations
We are highly dependent on our key personnel, and if we are not successful in attracting, motivating and retaining highly qualified personnel, we may not be able to successfully implement our business strategy
All 67 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business, Financial Condition and Capital Requirements
- 01We are in the clinical stages of drug development, have no approved products, and may never become profitableNew
- 02To obtain revenue from the sales of our product candidates that are significant or large enough to achieve profitability, we must succeed, either alone or with third parties, in developing, obtaining regulatory approval for, manufacturing, and marketing therapies with significant commercial successNew
- 03We have incurred significant net losses since our inception and anticipate that we will continue to incur net losses for the foreseeable future63% rewritten
- 04If we fail to obtain additional financing, we may be unable to complete the development and, if approved, commercialization of our product candidates29% rewritten
- 05We may expend our limited resources on programs that do not yield a successful product candidate and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success52% rewritten
Risks Related to the Discovery, Development, and Commercialization of Our Product Candidates
- 06We are heavily dependent on the successful development of our TV platform and the programs currently in our pipeline. We cannot give any assurance that any of our product candidates will receive regulatory, including marketing, approval, which is necessary before they can be commercialized78% rewritten
- 07Our product candidates are based on novel technology in fields that have seen limited success in drug development, which makes it difficult to predict the time and cost of product candidate development and subsequently obtaining regulatory approval
- 08We may encounter substantial delays in our clinical trials or difficulties enrolling patients, or may not be able to conduct or complete our clinical trials on the timelines we expect, if at all28% rewritten
- 09We may encounter difficulties enrolling and/or retaining patients in our clinical trials, and our clinical development activities could thereby be delayed or otherwise adversely affected42% rewritten
- 10Our clinical trials may reveal significant adverse events, toxicities, or other side effects and may fail to demonstrate substantial evidence of the safety and efficacy or potency of our product candidates, which would prevent, delay, or limit the scope of regulatory approval and commercialization80% rewritten
- 11We cannot be certain that our current clinical trials or any future clinical trials will be successful. Additionally, any safety concerns observed in any one of our clinical trials in our targeted indications could limit the prospects for regulatory approval of our product candidates in those and other indicationsNew
- 12Our product candidates may cause undesirable side effects or have other properties that could halt their clinical development, prevent their regulatory approval, limit their commercial potential, or result in significant negative consequences75% rewritten
- 13Interim, topline, and preliminary data from our clinical trials 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
- 14We face significant competition in an environment of rapid technological and scientific change, and our operating results may suffer if we fail to compete effectively
- 15We 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, which could adversely affect our clinical trials and the commercial viability of our product candidates
- 16If we are unable to establish sales and marketing capabilities or enter into agreements with third parties to sell and market any product candidates we may develop, we may not be successful in commercializing those product candidates if and when they are approved43% rewritten
- 17Even if any product candidates we develop receive marketing approval, they may fail to achieve the degree of market acceptance by physicians, patients, healthcare payors, and others in the medical community necessary for commercial success
- 18Even if we are able to commercialize any product candidates, such products may become subject to unfavorable pricing regulations, third-party reimbursement practices, or healthcare reform initiatives, which would harm our business
- 19If any of our small molecule product candidates obtain regulatory approval, additional competitors could enter the market with generic versions of such drugs, which may result in a material decline in sales of affected products94% rewritten
- 20Our biologic, or large molecule, product candidates for which we intend to seek approval may face competition sooner than anticipated33% rewritten
- 21If 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 Regulatory Approval and Other Legal Compliance Matters
- 22This lengthy approval process, as well as the unpredictability of the results of clinical trials, may result in our failing to obtain regulatory approval to market any of our product candidates, which would significantly harm our business, results of operations, and prospects
- 23We currently and may in the future conduct clinical trials for our product candidates outside the United States, and the FDA, EMA, and applicable foreign regulatory authorities may not accept data from such trials
- 24Obtaining 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
- 25If any of our product candidates are approved, they will be subject to ongoing regulatory requirements, including both federal and state requirements in the United States and requirements of comparable foreign regulatory authorities
- 26To the extent we seek orphan drug designation for any of our product candidates, we may be unable to obtain such designations or to maintain the benefits associated with orphan drug status, including market exclusivity, which may cause our revenue, if any, to be reduced
- 27Healthcare legislative measures aimed at reducing healthcare costs may have a material adverse effect on our business and results of operations29% rewritten
- 28If we or our employees, independent contractors, consultants, commercial partners, and vendors fail to comply with healthcare laws or regulatory requirements, we could face substantial penalties and our business, operations, and financial conditions could be adversely affected
- 29If we or any contract manufacturers and suppliers we engage 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
- 30Our business activities may be subject to the Foreign Corrupt Practices Act and similar anti-bribery and anti-corruption laws, as well as U.S. and certain foreign export controls, trade sanctions, and import laws and regulations
- 31Inadequate funding for the FDA, USPTO, SEC, and other government agencies could hinder or result in the suspension of their operations, which could negatively impact our business
Risks Related to Our Reliance on Third Parties
- 32We depend on collaborations with third parties for the research, development, and commercialization of certain product candidates. If any such collaborations are not successful, we may not be able to realize the market potential of those product candidates
- 33We rely on third parties to conduct our clinical trials and some aspects of our research and preclinical testing, and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such trials, research, or testing
- 34Any medicines that we may develop may compete with other product candidates and products for access to manufacturing facilities. There are a limited number of manufacturers that operate under cGMP regulations and that might be capable of manufacturing for us
- 35We depend on third-party suppliers for key raw materials used in our manufacturing processes, and the loss of these third-party suppliers or their inability to supply us with adequate raw materials could harm our business
Risks Related to Our Intellectual Property
- 36If any of our owned or in-licensed patent applications do not issue as patents in any jurisdiction, we may not be able to compete effectively
- 37If the scope of any patent protection we obtain is not sufficiently broad, or if we lose any of our patent protection, our ability to prevent our competitors from commercializing similar or identical technology and product candidates would be adversely affected
- 38Our rights to develop and commercialize our TV platform and product candidates are subject, in part, to the terms and conditions of licenses granted to us by others or licenses granted by us to others
- 39If we fail to comply with our obligations in the agreements under which we 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
- 40We may not be able to protect our intellectual property and proprietary rights throughout the world
- 41Obtaining 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
- 42Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our products
- 43Issued patents covering our TV platform, product candidates and other technologies could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad
- 44Patent terms may be inadequate to protect our competitive position on our product candidates for an adequate amount of time
- 45We may be subject to claims challenging the inventorship of our patents and other intellectual property
- 46If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed
- 47We may not be successful in obtaining, through acquisitions, in-licenses or otherwise, necessary rights to our TV platform, product candidates or other technologies
- 48We 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
- 49Third-party claims of intellectual property infringement, misappropriation, or other violation against us, our licensors, or our collaborators may prevent or delay the development and commercialization of our TV platform, product candidates, and other technologies
- 50We may become involved in lawsuits to protect or enforce our patents and other intellectual property rights, which could be expensive, time consuming, and unsuccessful
- 51If 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
Risks Related to Our Operations
- 52We are highly dependent on our key personnel, and if we are not successful in attracting, motivating and retaining highly qualified personnel, we may not be able to successfully implement our business strategy21% rewritten
- 53We will need to grow the size and capabilities of our organization, and we may experience difficulties in managing this growth47% rewritten
- 54We have engaged in and may in the future engage in acquisitions or strategic partnerships, which may increase our capital requirements, dilute our stockholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks
- 55In addition, if we undertake such a transaction, we may issue dilutive securities, assume or incur debt obligations, incur large one-time expenses and acquire intangible assets that could result in significant future amortization expense32% rewritten
- 56Business disruptions, including as a result of geopolitical events and global pandemics, could seriously harm our future revenue and financial condition and increase our costs and expenses
- 57Our business is subject to economic, political, regulatory, and other risks associated with international operations24% rewritten
- 58Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited22% rewritten
Risks Related to Ownership of Our Common Stock
- 59The market price of our common stock has been and may continue to be volatile, which could result in substantial losses for investors
- 60If securities analysts publish negative evaluations of our stock, or if they do not publish research or reports about our business, the price of our stock and trading volume could decline
- 61Sales of substantial amounts of our common stock in the public markets, or the perception that such sales might occur, could cause the market price of our common stock to decline significantly, even if our business is doing well
- 62Raising additional capital may cause dilution to our existing stockholders, restrict our operations, or require us to relinquish rights to our technologies or product candidates41% rewritten
- 63Our principal stockholders and management own a significant percentage of our stock and will be able to exercise significant influence over matters subject to stockholder approval44% rewritten
- 64If we are unable to maintain effective internal controls, our business, financial position and results of operations and growth prospects could be adversely affected
- 65We do not expect to pay any dividends for the foreseeable future. Investors may never obtain a return on their investment
- 66Delaware law and provisions in our charter documents might discourage, delay, or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our common stock
- 67Our amended and restated certificate of incorporation further provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act
Other Denali Therapeutics 10-Ks
- FY2024 10-K risk factors68 risks
Denali is a clinical-stage biopharmaceutical company with an accumulated deficit of $1.54 billion as of December 31, 2024. Operations depend heavily on the proprietary TV platform and collaborations with Biogen, Sanofi, Takeda, and others.
Filed Feb 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.