What the changes say
- The company faces commercialization, scaling, and regulatory hurdles for its lead nutraceutical product, NCT.
- Reliance on a single facility, third-party manufacturers, and significant insider ownership continue to pose operational risks.
- Total grant funding grew to $17,697,378 by the end of 2025.
What changed since the prior 10-K
New
- New
We are subject to risks related to our NCT program and commercialization efforts
Our lead nutraceutical product NCT relies on animal model data, unproven CMO scale-up, and uncertain FDA/GRAS pathways, threatening commercial adoption and supply chain timelines.
- NewRisks Related to this Being a Public Company
Our Common Stock may experience rapid and substantial price volatility, and price decline, which may make it difficult for prospective investors to assess what we believe to be the value of our Common Stock
Our common stock may experience extreme price volatility and a small public float, making it difficult for investors to assess true value.
- NewRisks Related to this Being a Public Company
We may have an increased risk of securities class action litigation as a result of our being a public reporting company and trading in the public market
Our status as a public reporting small-cap company increases our exposure to costly securities class action litigation following share price declines.
Dropped
- Dropped
Our financial statements include a going concern footnote
- DroppedRisks Related to this Being a Public Company
We currently have limited accounting personnel with the background in public company accounting and reporting. We will have to add personnel and devote personnel and financial resources to meet our reporting obligations as a publicly listed company
Going concern footnote detailing 2024 net losses of $5,861,335 and operating cash use.
- DroppedRisks Related to this Being a Public Company
We are actively assessing risk mitigation strategies, including potential secondary locations, partnerships, and contingency planning. However, until such measures are implemented, our reliance on a single facility will continue to pose an operational risk
- DroppedRisks Related to this Being a Public Company
The ability of MDB Capital Holdings, LLC to sell up to 4,013,769 of its shares of our Common Stock, as freely tradable, registered shares of our Common Stock, may have an adverse effect on our other investors
- DroppedRisks Related to this Being a Public Company
Now that we are a publicly traded company, we may have an increased risk of securities class action litigation
Reworded
- 50% rewrittenRisks Related to this Being a Public Company
We currently have a single facility that is our main office and laboratory. Any disruption in our ability to operate from this facility would delay our research and development efforts and does pose an operational risk
Added stakeholder reputational harm and loss of confidence as potential consequences of a disruption at our single laboratory facility.
- 49% rewritten
We do not have any manufacturing and distribution capabilities or arrangements, and will need to create these as we move towards commercialization of our products
Clarified that we will seek licensing and development partners or contract manufacturers instead of building full in-house manufacturing and distribution.
Was: We do not have any significant sales, marketing, manufacturing and distribution capabilities or arrangements, and will need to create these as we move towards commercialization of our products
- 33% rewrittenRisks Related to this Being a Public Company
If we fail to develop or maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent financial fraud. As a result, current and potential stockholders could lose confidence in our financial reporting
Removed specific references to the company being small from the internal control risk heading.
- 31% rewrittenRisks Related to this Being a Public Company
Concentration of ownership among our existing executive officers, directors and significant stockholders may prevent new investors from influencing significant corporate decisions
Updated director affiliations, noting Mr. Edgardo Rayo of Public Ventures as a director alongside MDB Capital principals.
- 29% rewrittenRisks Related to this Being a Public Company
Shares eligible for future sale may adversely affect the market for our Common Stock
Clarified that MDB Capital holds registration rights rather than an active resale prospectus for its 4,013,769 shares.
- 28% rewritten
In the future, we may not be able to obtain government and private grants which have been an important source of funding our operations since inception
Updated total grant funding received to $17,697,378 through 2025, including $4,058,367 awarded in 2025 and $1,048,302 in 2024.
- 27% rewritten
We expect to experience competition from other companies and research institutions
Minor phrasing adjustments regarding competition in the synthetic biology market.
- 24% rewritten
eXoZymes has a limited operating history on which to evaluate its ability to achieve its operating objectives
Updated operating history description from developing technology for a year to focusing on it in the first 5 years.
- 21% rewrittenRisks Related to Intellectual Property and Other Legal Matters
Our license fees to The Regents may exceed our income from product revenues based on the licensed patents
All 46 risk factors
Headings as the filing states them, in filing order.
Other
- 01eXoZymes has a limited operating history on which to evaluate its ability to achieve its operating objectives24% rewritten
- 02We cannot assure you that we will generate revenue or become profitable in the future
- 03We may need additional capital to support our growth over time. Additional capital may be difficult to obtain thus restricting our operations and resulting in additional dilution to our stockholders
- 04In the future, we may not be able to obtain government and private grants which have been an important source of funding our operations since inception28% rewritten
- 05We are unsure if and when eXoZymes will become profitable
- 06eXoZymes may not be successful in its efforts to use its proprietary biomanufacturing platform to build a pipeline of products
- 07The market, including clients and potential investors, may be skeptical of the viability and benefits of eXoZymes’s pipeline chemical products because they are relatively novel and are based on complex technology
- 08The synthetic biology market is a rapidly expanding and changing market, and if eXoZymes is unable to keep up to date with developments, its business may be adversely affected
- 09eXoZymes may face unique regulatory hurdles because its bio-synthesized compounds are novel
- 10Because its chemical and small molecule compounds are novel, eXoZymes may have to perform tests for safety, use, approval and claim validation
- 11eXoZymes is highly dependent on its ability to retain its current management and its scientific team and other staff to run the company, and be able to recruit and hire additional employees with specialized backgrounds as needed
- 12Our ability to retain our senior management and recruit additional senior management is important to the success of our business, and our failure to do so may adversely affect our reputation, business, results of operations and financial condition
- 13Laboratory conditions differ from commercial conditions, which could affect the effectiveness of our potential products. Failures to effectively move from laboratory to commercial scale would harm our business
- 14Our systems rely on the need for purified enzymes and co-factors for the conversions of input feedstock into final products. We will need to find competitively priced sources of, or ways of making these inputs for our process to be cost competitive and/or develop methods to use these resources efficiently
- 15We will be subject to fluctuations in pricing for the products we choose to develop and commercialize
- 16Our business depends upon our ability to make good decisions regarding the deployment of capital and, ultimately, the performance of our products which is uncertain
- 17Our success depends, in part, on the successful development of our science technologies and our products
- 18We are subject to risks relating to portfolio concentration
- 19We are subject to risks related to our NCT program and commercialization effortsNew
- 20We do not have any manufacturing and distribution capabilities or arrangements, and will need to create these as we move towards commercialization of our products49% rewritten
- 21Collaborations of various sorts, by our partner companies, such as with respect to research, testing, manufacturing and distribution, will be important to our business. The inability to enter into collaboration arrangements as needed, or if such collaborations are not successful, may adversely impact our business
- 22(ix) collaborations may not be negotiated on a timely basis or acceptable terms, if at all, or they may require substantial additional capital so as to be able to pursue and fund a collaboration
- 23We expect to experience competition from other companies and research institutions27% rewritten
Risks Related to Intellectual Property and Other Legal Matters
- 24If we are unable to protect the intellectual property used in our technology platform and products, others may be able to copy our innovations which may impair our ability to compete effectively in our markets
- 25We also are pursuing patent applications in jurisdictions other than the United States where we believe such protection is warranted in relation to the development and marketing of our processes and products
- 26If we are unable to protect the confidentiality of our proprietary information and know-how, the value of our technology and products could be adversely affected
- 27If we fail to comply with our obligations in the agreements under which we license development or commercialization rights to products or technology from third-parties, we could lose license rights that are important to our business
- 28Our license fees to The Regents may exceed our income from product revenues based on the licensed patents21% rewritten
- 29If we or our licensors are unable to protect our/their intellectual property, then our financial condition, results of operations and the value of our technology and products could be adversely affected
- 30Litigation or third-party claims of intellectual property infringement or challenges to the validity of our patents would require us to use resources to protect our technology and may prevent or delay our development or commercialization of our product candidates
- 31Third-party claims of intellectual property infringement may prevent or delay our development and commercialization activities for other products
- 32We may become involved in future lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive, time consuming and unsuccessful
- 33If trademarks and trade names are not adequately protected, then we may not be able to build name recognition in the markets of interest and our business may be adversely affected
Risks Related to this Being a Public Company
- 34We incur substantial costs as a result of operating as a public company, and our board of directors is required to devote substantial time to oversight of our compliance requirements and corporate governance practices
- 35If we fail to develop or maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent financial fraud. As a result, current and potential stockholders could lose confidence in our financial reporting33% rewritten
- 36We currently have a single facility that is our main office and laboratory. Any disruption in our ability to operate from this facility would delay our research and development efforts and does pose an operational risk50% rewritten
- 37Our Common Stock may experience rapid and substantial price volatility, and price decline, which may make it difficult for prospective investors to assess what we believe to be the value of our Common StockNew
- 38Concentration of ownership among our existing executive officers, directors and significant stockholders may prevent new investors from influencing significant corporate decisions31% rewritten
- 39Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our Common Stock
- 40We are an “emerging growth company” under the JOBS Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Common Stock less attractive to investors
- 41Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it
- 42We anticipate that any public market for our Common Stock will be volatile. This may affect the ability of our investors to sell their shares as well as the price at which they may be able to sell their shares
- 43Shares eligible for future sale may adversely affect the market for our Common Stock29% rewritten
- 44We may have an increased risk of securities class action litigation as a result of our being a public reporting company and trading in the public marketNew
- 45We have not paid cash dividends in the past and have no immediate plans to pay cash dividends
- 46We have technology that might be interesting to bad actors, foreign actors or nation states that has very different legal frameworks and belief system than ours
Other Exozymes 10-Ks
- 2025 10-K risk factors48 risks
Exozymes is a pre-revenue synthetic biology company facing going concern doubts after incurring net losses of $5,861,335 in 2024.
Filed Mar 31, 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.