What the changes say
- The company added specific clinical, manufacturing, and regulatory risks regarding its cancer therapies.
- It also incorporated administrative drug pricing policy uncertainties.
What changed since the prior 10-K
New
- NewRisks Related to the Development of Our Product Candidates
conditions. Regulatory action or private litigation could result in expenses, delays or other impediments to our research programs or the commercialization of resulting products
Regulatory actions, private litigation, clinical trial delays, or safety concerns with our product candidates could impede our research and commercialization.
- NewRisks Related to the Development of Our Product Candidates
targeted indications. The drug-related side effects could affect patient recruitment or the ability of enrolled subjects to complete the trial or result in potential product liability claims
Side effects from testing INB-100, INB-200, and INB-400 in cancer patients could affect recruitment, trial completion, or trigger product liability claims.
- NewRisks Related to Commercialization and Regulatory Compliance
for surveillance to monitor the quality, safety and efficacy of the product candidate. Such regulatory requirements may differ from country to country depending on where we have received regulatory approval
FDA and foreign regulatory authorities conduct periodic facility inspections and can request recalls, market withdrawals, or manufacturing suspensions for unknown problems.
- NewRisks Related to Commercialization and Regulatory Compliance
Other legislative changes have been proposed and adopted since the ACA was enacted. These changes include aggregate reductions to Medicare payments to providers of 2% per fiscal year, which began in 2013 and will remain in effect until 2032 unless additional Congressional action is taken
Federal administration policies and TrumpRx pricing agreements could create uncertainty regarding Medicaid prescription drug pricing and foreign revenue repatriation.
Dropped
- Dropped
The report of our independent registered public accounting firm for the years ended December 31, 2024 and 2023 contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern
- Dropped
We rely on third-party healthcare professionals to procure cells for manufacturing and to administer gamma-delta T cells to patients, and our business could be harmed if these third parties administer these processes and/or cells incorrectly
Going concern doubt from independent auditor report.
- Dropped
If we fail to satisfy all applicable requirements of Nasdaq and it determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock and the market price of our common stock could decrease
- DroppedRisks Related to Manufacturing and Our Dependence on Third Parties
product. If we are not able to meet market demand for any approved product, it would negatively impact our ability to generate revenue, harm our reputation, and could have an adverse effect on our business and financial condition
- DroppedRisks Related to Manufacturing and Our Dependence on Third Parties
INB-200 and INB-400. Any damage or loss to the ability of our suppliers to deliver supplies in a timely manner could cause delays in manufacturing, and our clinical trials and our business could suffer
- DroppedRisks Related to Manufacturing and Our Dependence on Third Parties
manufacturing or clinical data from these investigator-sponsored trials. If so, regulatory authorities may require us to obtain and submit additional preclinical, manufacturing or clinical data before we may initiate further clinical trials and/or obtain any regulatory approvals
- DroppedRisks Related to Our Business Operations, Employee Matters and Managing Growth
Our workforce reduction undertaken to optimize our cost structure may not achieve our intended outcome
Reliance on third-party healthcare professionals for cell procurement and administration.
- DroppedRisks Related to Commercialization and Regulatory Compliance
of our operations. If the physicians or other providers or entities with whom we expect to do business are found not to be in compliance with applicable laws, they may be subject to significant criminal, civil or administrative sanctions, including exclusions from government-funded healthcare programs
Nasdaq delisting risk and unstable macroeconomic conditions.
- DroppedRisks Related to Commercialization and Regulatory Compliance
judicial and Congressional challenges and amendments to the ACA. It is unclear how any such challenges, and the healthcare reform measures of the Trump administration will impact the ACA and our business
- DroppedRisks Related to the Ownership of Our Common Stock
Concentration of ownership of our common stock among our existing executive officers, directors and principal stockholders may prevent new investors from influencing significant corporate decisions
- DroppedRisks Related to the Ownership of Our Common Stock
Unstable market and economic conditions, including as a result of inflation expectations, bank closures, public health crises or geopolitical tensions such as the Russia-Ukraine and/or the Israel-Hamas wars, may have serious adverse consequences on our business, financial condition and share price
Reworded
- 100% rewritten
Our outstanding warrants may not be exercised and we may not receive any cash proceeds from any exercise of warrants
The risk header and content changed from detailing warrant expiration prices to operating losses and capital raising limitations.
Was: Our outstanding Series A, Series B and Series C warrants may not be exercised and we may not receive any cash proceeds from any exercise of warrants
- 100% rewritten
We rely on third-party healthcare professionals to administer gamma-delta T cells to patients, and our business could be harmed if these third parties administer these cells incorrectly
The risk changed from cell thawing and administration training to intellectual property license agreement breaches with universities.
- 88% rewrittenRisks Related to the Ownership of Our Common Stock
An active trading market for our common stock may not be sustained, and you may not be able to sell your shares quickly or at the market price
Removed references to Nasdaq delisting from the stock liquidity and trading market risk.
Was: An active trading market for our common stock may not continue to be developed or sustained, and you may not be able to sell your shares quickly or at the market price
- 84% rewrittenRisks Related to Commercialization and Regulatory Compliance
Even if we obtain regulatory approvals for our product candidates, they will remain subject to ongoing regulatory oversight
Removed the final clause regarding differing international regulatory requirements from post-approval oversight.
- 82% rewrittenRisks Related to the Development of Our Product Candidates
need to conduct additional clinical trials or abandon product development programs
Retained the same core text regarding preclinical and clinical development delays.
- 67% rewrittenRisks Related to the Ownership of Our Common Stock
any action or proceeding asserting a claim against us or any of our directors, officers, employees or agents that is governed by the internal-affairs doctrine
Retained the internal-affairs doctrine and exclusive forum provisions for Securities Act claims.
- 59% rewrittenRisks Related to Our Financial Position and Capital Needs
A sale of a substantial number of shares of our common stock may cause the price of our common stock to decline
Retained the risk that a substantial sale of common stock or warrant exercises could cause the share price to decline.
- 53% rewrittenRisks Related to Manufacturing and Our Dependence on Third Parties
carrier disruptions or increased costs that are beyond our control
Retained the risk regarding strategic collaboration control and manufacturing supply interruptions.
- 49% rewrittenRisks Related to Manufacturing and Our Dependence on Third Parties
undergo changes in priorities or become financially distressed
- 47% rewrittenRisks Related to Commercialization and Regulatory Compliance
Healthcare legislative reform measures may have a negative impact on our business and results of operations
- 44% rewrittenRisks Related to the Development of Our Product Candidates
inability of clinical sites to enroll patients as health care capacities are required to cope with natural disasters, epidemics or other health system emergencies
- 38% rewrittenRisks Related to Commercialization and Regulatory Compliance
In addition, certain countries outside Europe have also passed or are considering laws requiring local data residency or otherwise impeding the transfer of personal data across borders, which increases the cost and complexity of doing business
- 36% rewrittenRisks Related to Commercialization and Regulatory Compliance
The FDA’s ability to review and approve new products may be hindered by a variety of factors, including budget and funding levels, ability to hire and retain key personnel, statutory, regulatory and policy changes and global health concerns
- 33% rewrittenRisks Related to Commercialization and Regulatory Compliance
business interruptions resulting from geopolitical actions, including wars and terrorism, natural disasters including earthquakes, typhoons, floods and fires, and public health emergencies
Was: business interruptions resulting from geopolitical actions, including war and terrorism such as the Israel-Hamas war and the Russia-Ukraine war, natural disasters including earthquakes, typhoons, floods and fires, and public health emergencies
- 27% rewrittenRisks Related to Our Financial Position and Capital Needs
the extent to which we acquire or in-license other product candidates and technologies
- 27% rewrittenRisks Related to Manufacturing and Our Dependence on Third Parties
Our employees, principal investigators, consultants and commercial partners may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements and insider trading
- 22% rewritten
Development of a product candidate intended for use in combination with an already approved therapy may present increased complexity and more or different challenges than development of a product candidate for use as a single agent or monotherapy
- 22% rewrittenRisks Related to Our Financial Position and Capital Needs
Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our product candidates
- 21% rewrittenRisks Related to Our Business Operations, Employee Matters and Managing Growth
termination or expiration of the arrangement, which would delay the development and may increase the cost of developing our product candidates
All 71 risk factors
Headings as the filing states them, in filing order.
Other
- 01Summary of Selected Risk Factors Associated with Our Business
- 02Our outstanding warrants may not be exercised and we may not receive any cash proceeds from any exercise of warrants100% rewritten
- 03We have a limited operating history and have no products approved for commercial sale, which may make it difficult for you to evaluate the success of our business to date and to assess our future viability
- 04The clinical and commercial utility of our DeltEx platform is uncertain and may never be realized. Additionally, certain aspects of the function and production of gamma-delta T cells are poorly understood or currently unknown and may only become known through further preclinical and clinical testing
- 05Development of a product candidate intended for use in combination with an already approved therapy may present increased complexity and more or different challenges than development of a product candidate for use as a single agent or monotherapy22% rewritten
- 06We may rely on third-party contractors or contract development manufacturing organization for the manufacturing of our product candidates, and failure by those parties to adequately perform their obligations could harm our business
- 07We rely on third-party healthcare professionals to administer gamma-delta T cells to patients, and our business could be harmed if these third parties administer these cells incorrectly100% rewritten
Risks Related to Our Financial Position and Capital Needs
- 08the extent to which we acquire or in-license other product candidates and technologies27% rewritten
- 09Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our product candidates22% rewritten
- 10A sale of a substantial number of shares of our common stock may cause the price of our common stock to decline59% rewritten
- 11We have incurred significant operating losses since inception and anticipate that we will continue to incur substantial operating losses for the foreseeable future and may never achieve or maintain profitability
- 12incur additional legal, accounting or other expenses in operating our business, including the additional costs associated with operating as a public company
Risks Related to the Development of Our Product Candidates
- 13changes in the approval policies or regulations that render our preclinical and clinical data insufficient for approval
- 14Additionally, any delay in, or termination of, our clinical trials will delay the submission of a BLA to the FDA or other similar applications with other relevant foreign regulatory authorities and, ultimately, our ability to commercialize our product candidates, if approved, and generate product revenue
- 15We must be able to overcome these challenges in order for us to successfully develop, commercialize and manufacture our product candidates utilizing our novel approaches to gamma-delta T cell therapies
- 16Clinical product candidate development involves a lengthy and expensive process with uncertain outcomes. We may incur additional costs and encounter substantial delays or difficulties in our clinical trials
- 17need to conduct additional clinical trials or abandon product development programs82% rewritten
- 18conditions. Regulatory action or private litigation could result in expenses, delays or other impediments to our research programs or the commercialization of resulting productsNew
- 19inability of clinical sites to enroll patients as health care capacities are required to cope with natural disasters, epidemics or other health system emergencies44% rewritten
- 20targeted indications. The drug-related side effects could affect patient recruitment or the ability of enrolled subjects to complete the trial or result in potential product liability claimsNew
- 21We may not be able to file IND applications to commence additional clinical trials on the timelines we expect, and even if we are able to, the FDA may not permit us to proceed
- 22We may not be able to 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
- 23a product candidate may not be accepted as safe and effective by physicians, patients, the medical community or third-party payors
- 24Public opinion and scrutiny of our competitors, cell-based immunotherapy, T cell engagers, and genetic modification approaches may impact public perception of our company and product candidates, or may adversely affect our ability to raise capital, conduct our business and our business plans
- 25We expect the product candidates we develop will be regulated as biologics, and therefore they may be subject to competition sooner than anticipated
Risks Related to Manufacturing and Our Dependence on Third Parties
- 26Our manufacturing processes are complex, and we may encounter difficulties in production, which would delay or prevent our ability to provide a sufficient supply of our product candidates for future clinical trials or commercialization, if approved
- 27carrier disruptions or increased costs that are beyond our control53% rewritten
- 28We believe we may require an updated and validated protocol for commercial-scale expansion and manufacturing of gamma-delta T cells for conducting pivotal trials and for commercialization of our product candidates, if approved
- 29We have not yet developed commercial-scale infrastructure for freezing and thawing large quantities of gamma-delta T cells, which we believe will be required for the storage and distribution of our gamma-delta T cell product candidates at commercial scale
- 30Our business involves the use of hazardous materials and we and our third-party manufacturers and suppliers must comply with environmental, health and safety laws and regulations, which can be expensive and restrict or interrupt our business
- 31undergo changes in priorities or become financially distressed49% rewritten
- 32Our employees, principal investigators, consultants and commercial partners may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements and insider trading27% rewritten
Risks Related to Our Intellectual Property
- 33Obtaining and maintaining our patent rights 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 noncompliance with these requirements
- 34Patent terms may be inadequate to protect our competitive position on our product candidates for an adequate amount of time
- 35Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights and/or trademark, the outcome of which would be uncertain and could have a negative impact on the success of our business
- 36We may be subject to claims asserting 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
- 37We may be involved in lawsuits to protect or enforce our patents, the patents of our licensors or our other intellectual property rights, which could be expensive, time-consuming and unsuccessful
- 38Changes in U.S. patent law or the patent law of other countries or jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our current and any future product candidates
- 39We may not be able to protect our intellectual property rights throughout the world, which could negatively impact our business
- 40Reliance on third parties requires us to share our trade secrets, which increases the possibility that a competitor will discover them or that our trade secrets will be misappropriated or disclosed
- 41If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed
- 42Any trademarks we may obtain may be infringed or successfully challenged, resulting in harm to our business
- 43Intellectual property rights do not necessarily address all potential threats to our business
Risks Related to Our Business Operations, Employee Matters and Managing Growth
- 44We plan to expand our organization in the future, and we may experience difficulties in managing this growth, which could disrupt our operations
- 45We may explore strategic collaborations that may not have the intended benefits or never materialize, or we may be required to relinquish important rights to and control over the development and commercialization of our product candidates to any future collaborators
- 46termination or expiration of the arrangement, which would delay the development and may increase the cost of developing our product candidates21% rewritten
- 47Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations
- 48There are risks inherent in our business that may subject us to potential product liability suits and other claims, which may require us to engage in expensive and time-consuming litigation or pay substantial damages and may harm our reputation and reduce the demand for our product
- 49the inability to commercialize any products we develop
Risks Related to Commercialization and Regulatory Compliance
- 50Even if we obtain regulatory approvals for our product candidates, they will remain subject to ongoing regulatory oversight84% rewritten
- 51for surveillance to monitor the quality, safety and efficacy of the product candidate. Such regulatory requirements may differ from country to country depending on where we have received regulatory approvalNew
- 52Even if any product candidate receives marketing approval, it may fail to achieve market acceptance by physicians, patients, third-party payors or others in the medical community necessary for commercial success
- 53any restrictions on the use of the product candidate together with other medications
- 54If we are unable to establish sales and marketing capabilities or enter into agreements with third parties to market and sell our product candidates, we may not be successful in commercializing them, if and when they are approved
- 55Even if we obtain and maintain approval for our product candidates from the FDA, we may never obtain approval outside the United States, which would limit our market opportunities
- 56If we commercialize our product candidates outside the United States, a variety of risks associated with international operations could harm our business
- 57business interruptions resulting from geopolitical actions, including wars and terrorism, natural disasters including earthquakes, typhoons, floods and fires, and public health emergencies33% rewritten
- 58Coverage and adequate reimbursement may not be available for our product candidates, which could make it difficult for us to sell profitably, if approved
- 59Healthcare legislative reform measures may have a negative impact on our business and results of operations47% rewritten
- 60Other legislative changes have been proposed and adopted since the ACA was enacted. These changes include aggregate reductions to Medicare payments to providers of 2% per fiscal year, which began in 2013 and will remain in effect until 2032 unless additional Congressional action is takenNew
- 61The FDA’s ability to review and approve new products may be hindered by a variety of factors, including budget and funding levels, ability to hire and retain key personnel, statutory, regulatory and policy changes and global health concerns36% rewritten
- 62In addition, certain countries outside Europe have also passed or are considering laws requiring local data residency or otherwise impeding the transfer of personal data across borders, which increases the cost and complexity of doing business38% rewritten
Risks Related to the Ownership of Our Common Stock
- 63An active trading market for our common stock may not be sustained, and you may not be able to sell your shares quickly or at the market price88% rewritten
- 64The market price of our common stock is volatile and may fluctuate substantially, and you could lose all or part of your investment
- 65investors’ general perception of us and our business
- 66Provisions in our corporate charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management
- 67require the approval of the holders of at least 66 2∕3% of the votes that all our stockholders would be entitled to cast to amend or repeal certain provisions of our charter or bylaws
- 68any action or proceeding asserting a claim against us or any of our directors, officers, employees or agents that is governed by the internal-affairs doctrine67% rewritten
- 69If research analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business or our market, our stock price and trading volume could decline
- 70We will continue to incur increased costs as a result of operating as a public company, and our management will continue to be required to devote substantial time to new compliance initiatives
- 71Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud
Other In8bio 10-Ks
- FY2024 10-K risk factors78 risks
Substantial doubt about going concern threatens continued operations without significant additional capital raising.
Filed Mar 13, 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.