What the changes say
- Mirum added eight new risks addressing clinical trials of brelovitug, LIVMARLI generic competition under Hatch-Waxman, and international data privacy and tax changes.
What changed since the prior 10-K
New
- NewRisks Related to Commercialization of our Approved Medicines and Development of our Product Candidates
In clinical studies of brelovitug, the most common treatment-related AEs were injection-related events that resolved within 1-2 days, and cases of flu-like illness that were mild-moderate in severity
Clinical studies of brelovitug showed injection-related events and flu-like illness, and future side effects of our approved medicines could trigger regulatory withdrawals or label warnings.
- NewRisks Related to Commercialization of our Approved Medicines and Development of our Product Candidates
If generic manufacturers are successful in their use of litigation or regulatory means to obtain approval for generic versions of LIVMARLI, our revenue and results of operations would be adversely affected
Generic manufacturers can use the Hatch-Waxman ANDA process to seek approval for generic versions of LIVMARLI, which could hurt our revenue.
- NewRisks Related to Our Business and Industry
FADP applies to the collection and processing of personal data, including health-related information, by companies located in Switzerland, or in certain circumstances, by companies located outside of Switzerland
Swiss FADP and EU GDPR impose strict requirements on health data processing in clinical trials, carrying fines up to 4 percent of annual global revenue.
- NewRisks Related to Our Reliance on Third Parties
International trade policies, including tariffs, sanctions and trade barriers may adversely affect our business, financial condition, results of operations and prospects
Global trade policies, tariffs, and U.S.-China trade tensions could increase supply chain costs and reduce profitability for our pharmaceutical products.
- NewRisks Related to Our Financial Position and Capital Requirements
Changes in tax laws or regulations that are applied adversely to us or our customers could have a material adverse effect on our business, cash flow, financial condition or results of operations
New tax laws like the OBBBA and changes in tax regulations could adversely affect our financial condition and cash flows.
- NewRisks Related to Our Financial Position and Capital Requirements
may restrict our ability to take advantage of certain future opportunities, such as engaging in future debt or equity financing activities
The conditional conversion feature of our Notes was triggered, requiring the if-converted method for calculating potential dilution.
- NewRisks Related to Ownership of Our Common Stock
subsequent sales. Such sales may also result in material dilution to our existing stockholders, including noteholders who have received shares of our common stock upon conversion of their notes, and new investors could gain rights, preferences and privileges senior to the holders of our common stock
Our equity incentive plans and automatic annual share increases may result in material dilution to existing stockholders.
- NewRisks Related to Ownership of Our Common Stock
specialty pharmacy and logistic providers to assess and resolve the matter. A security incident or other interruption could disrupt our ability (and that of third parties with whom we work) to provide our approved medicines and services
A security incident or IT interruption at specialty pharmacies or logistic providers could disrupt our ability to provide approved medicines.
Dropped
- DroppedRisks Related to Commercialization of our Approved Medicines and Development of our Product Candidates
abdominal pain, intestinal polyp, urinary tract infection, and peripheral neuropathy. The most common (> 20%) AEs seen in patients on chenodiol in the RESTORE clinical trial included diarrhea, constipation and headache
- DroppedRisks Related to Our Business and Industry
of our executive officers or other key employees and our inability to find suitable replacements could potentially harm our business, prospects, financial condition or results of operations
- DroppedRisks Related to Our Financial Position and Capital Requirements
strategic partnerships and alliances and licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies or product candidates, or grant licenses on terms unfavorable to us
- DroppedRisks Related to Ownership of Our Common Stock
Sarbanes-Oxley Act. This requires that we incur substantial professional fees and internal costs related to our accounting and finance functions and that we expend significant management efforts
- DroppedRisks Related to Ownership of Our Common Stock
We have incurred and will continue to incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives
Side effects of chenodiol in the RESTORE clinical trial.
Reworded
- 93% rewrittenRisks Related to Our Business and Industry
We are highly dependent on our key personnel, and if we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy
Expanded to detail intense competition for skilled personnel near our Foster City, California facility.
- 75% rewrittenRisks Related to Our Business and Industry
Recently enacted legislation, future legislation and healthcare reform measures may increase the difficulty and cost for us to obtain marketing approval for and commercialize our product candidates and may affect the prices we may set
Maintained the description of healthcare reform and German orphan drug reimbursement changes.
- 73% rewrittenRisks Related to Ownership of Our Common Stock
If we or 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
Maintained the risk of third-party manufacturer hazardous material contamination and liability.
- 64% rewrittenRisks Related to Ownership of Our Common Stock
Future sales and issuances of our common stock or rights to purchase common stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall
Maintained dilution and stock price risks from future common stock sales and capital needs.
- 56% rewrittenRisks Related to Commercialization of our Approved Medicines and Development of our Product Candidates
The occurrence of any event or penalty described above or any similar event or penalty may inhibit our ability to commercialize our approved medicines or our product candidates and generate revenue and could require us to expend significant time and resources in response and could generate negative publicity
Removed specific references to the European Commission's April 2023 pharmaceutical legislation proposal.
- 55% rewrittenRisks Related to Our Business and Industry
We may fail to realize all of the anticipated benefits of our commercial and product candidate acquisitions or those benefits may take longer to realize than expected
Replaced references from the Bile Acid Portfolio Acquisition to the Bluejay Acquisition.
- 44% rewrittenRisks Related to Our Business and Industry
We are aware of two other companies pursuing clinical development and commercialization of therapies that reduce sBA levels via the IBAT pathway. GSK and Ipsen have IBATs in clinical development for cholestatic liver diseases
Added GSK's Phase 3 GLISTEN trial results for linerixibat in PBC with potential 2026 approvals.
Was: We are aware of two other companies pursuing clinical development of therapies that reduce sBA levels via the IBAT pathway. GlaxoSmithKline plc and Ipsen have IBATis in clinical development for cholestatic liver diseases
- 43% rewrittenRisks Related to Ownership of Our Common Stock
In the course of our business, we and the third parties with whom we work, process proprietary, confidential and sensitive information, including personal data (such as health-related data), intellectual property and trade secrets (collectively, sensitive information)
Retitled and updated disclosure regarding the processing of sensitive health-related data by third parties.
- 43% rewrittenRisks Related to Our Financial Position and Capital Requirements
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
- 35% rewrittenRisks Related to Our Business and Industry
We will need to grow the size of our organization, and we may experience difficulties in managing this growth
- 34% rewrittenRisks Related to Our Business and Industry
We face significant competition from other biotechnology and pharmaceutical companies with products that may directly or indirectly compete with ours, and our operating results will suffer if we fail to compete effectively
- 31% rewrittenRisks Related to Our Financial Position and Capital Requirements
As of December 31, 2025, we had $316.2 million aggregate principal amount of indebtedness under the Notes
Was: As of December 31, 2024, we had $316.3 million aggregate principal amount of indebtedness under the Notes
- 29% rewrittenRisks Related to Our Business and Industry
We have formed and may continue to form or seek strategic alliances or enter into additional licensing arrangements in the future, and we may not realize the benefits of such alliances or licensing arrangements
- 28% rewrittenRisks Related to Commercialization of our Approved Medicines and Development of our Product Candidates
Our commercial success may be severely hindered if we are unable to obtain and/or maintain adequate coverage and reimbursement for our approved medicines and any future product candidates, if approved
- 27% rewrittenRisks Related to Our Financial Position and Capital Requirements
Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited
- 26% rewrittenRisks Related to Our Business and Industry
We have incurred substantial net losses since our inception and anticipate that we will continue to incur losses for the foreseeable future
Was: We have incurred net losses since our inception and anticipate that we will continue to incur losses for the foreseeable future
- 23% rewrittenRisks Related to Commercialization of our Approved Medicines and Development of our Product Candidates
Our clinical trials may fail to adequately demonstrate the safety and efficacy of our product candidates, which could prevent or delay regulatory approval and commercialization
- 22% rewrittenRisks Related to Ownership of Our Common Stock
Unfavorable geopolitical and macroeconomic developments could adversely affect our business, financial condition or results of operations
- 22% rewrittenRisks Related to Our Business and Industry
Disruptions at the FDA, EMA and other foreign regulatory authorities caused by layoffs, funding shortages or global health concerns could negatively impact our business
All 73 risk factors
Headings as the filing states them, in filing order.
Risks Related to Commercialization of our Approved Medicines and Development of our Product Candidates
- 01The success of our business depends, in part, on our ability to market and sell our approved medicines profitably
- 02If we are unable to adequately grow, maintain and scale our marketing and sales capabilities or enter into or maintain rights pursuant to agreements with third parties to market and sell our approved medicines, we may not be able to generate viable revenues
- 03Our commercial success may be severely hindered if we are unable to obtain and/or maintain adequate coverage and reimbursement for our approved medicines and any future product candidates, if approved28% rewritten
- 04Our approved medicines or any one of our product candidates, if approved, may fail to achieve the market acceptance among physicians, patients and others in the medical community necessary for commercial success
- 05In clinical studies of brelovitug, the most common treatment-related AEs were injection-related events that resolved within 1-2 days, and cases of flu-like illness that were mild-moderate in severityNew
- 06Such events could prevent us from achieving or maintaining market acceptance of our approved medicines, and could significantly harm our business, results of operations and prospects
- 07We may face product liability exposure, and if claims are brought against us, we may incur substantial liability if our insurance coverage for those claims is inadequate
- 08Our approved medicines and our product candidates are subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense. We may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with any product
- 09The occurrence of any event or penalty described above or any similar event or penalty may inhibit our ability to commercialize our approved medicines or our product candidates and generate revenue and could require us to expend significant time and resources in response and could generate negative publicity56% rewritten
- 10Our business depends, in part, on the success of our product candidates, each of which requires significant clinical testing before we can seek regulatory approval and potentially launch commercial sales
- 11We have encountered and may continue to encounter delays and difficulties enrolling patients in our clinical trials, and as a result, our clinical development activities could be delayed or otherwise adversely affected
- 12Our clinical trials may fail to adequately demonstrate the safety and efficacy of our product candidates, which could prevent or delay regulatory approval and commercialization23% rewritten
- 13Clinical drug development involves a lengthy and expensive process with uncertain outcomes, and results of earlier studies and trials may not be predictive of future trial results
- 14Any delays in the commencement or completion, or termination or suspension, of our clinical trials could result in increased costs for us, delay or limit our ability to generate revenue and adversely affect our commercial prospects
- 15Our product candidates are subject to extensive regulation and compliance, which is costly and time consuming, and such regulation may cause unanticipated delays or prevent the receipt of the required approvals to commercialize our product candidates
- 16Any of the above events could prevent us from achieving market approval of our product candidates and could substantially increase the costs of commercializing our product candidates. The demand for our product candidates could also be negatively impacted by any adverse effects of a competitor’s product or treatment
- 17If generic manufacturers are successful in their use of litigation or regulatory means to obtain approval for generic versions of LIVMARLI, our revenue and results of operations would be adversely affectedNew
Risks Related to Our Business and Industry
- 18We have incurred substantial net losses since our inception and anticipate that we will continue to incur losses for the foreseeable future26% rewritten
- 19If the market opportunities for our product candidates are smaller than we believe they are, our future revenue may be adversely affected, and our business may suffer
- 20Obtaining and maintaining regulatory approval for a product candidate in one jurisdiction does not mean that we will be successful in obtaining regulatory approval for that product candidate in other jurisdictions
- 21Disruptions at the FDA, EMA and other foreign regulatory authorities caused by layoffs, funding shortages or global health concerns could negatively impact our business22% rewritten
- 22Recently enacted legislation, future legislation and healthcare reform measures may increase the difficulty and cost for us to obtain marketing approval for and commercialize our product candidates and may affect the prices we may set75% rewritten
- 23A variety of risks associated with marketing our product candidates internationally could materially adversely affect our business
- 24We face significant competition from other biotechnology and pharmaceutical companies with products that may directly or indirectly compete with ours, and our operating results will suffer if we fail to compete effectively34% rewritten
- 25We are aware of two other companies pursuing clinical development and commercialization of therapies that reduce sBA levels via the IBAT pathway. GSK and Ipsen have IBATs in clinical development for cholestatic liver diseases44% rewritten
- 26Even though we have obtained orphan drug designation for several of our product candidates, we may not be able to obtain or maintain the benefits associated with orphan drug status, including market exclusivity
- 27We have formed and may continue to form or seek strategic alliances or enter into additional licensing arrangements in the future, and we may not realize the benefits of such alliances or licensing arrangements29% rewritten
- 28Our failure to successfully in-license, acquire, develop and market additional product candidates or approved medicines would impair our ability to grow our business
- 29We may fail to realize all of the anticipated benefits of our commercial and product candidate acquisitions or those benefits may take longer to realize than expected55% rewritten
- 30We are highly dependent on our key personnel, and if we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy93% rewritten
- 31We will need to grow the size of our organization, and we may experience difficulties in managing this growth35% rewritten
- 32Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses
- 33Our employees, independent contractors, principal investigators, CROs, consultants, strategic partners and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements
- 34Additionally, we may be subject to federal and comparable foreign consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers
- 35FADP applies to the collection and processing of personal data, including health-related information, by companies located in Switzerland, or in certain circumstances, by companies located outside of SwitzerlandNew
- 36Additionally, in Canada, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and various related provincial laws, as well as Canada’s Anti-Spam Legislation (“CASL”), may apply to our operations
- 37Any collaboration arrangements that we have or may enter into in the future may not be successful or may result in product diversion, which could adversely affect our ability to develop and commercialize our approved medicines and any then-approved product
Risks Related to Our Reliance on Third Parties
- 38We depend on intellectual property licensed from third parties and termination of any of these licenses could result in the loss of significant rights, which would harm our business
- 39We rely on third parties to conduct our clinical trials. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize our product candidates
- 40We do not currently have, nor do we plan to acquire, the infrastructure or capability internally to manufacture or distribute our clinical and commercial drug supplies. Instead, we rely on contracted third parties
- 41International trade policies, including tariffs, sanctions and trade barriers may adversely affect our business, financial condition, results of operations and prospectsNew
Risks Related to Our Financial Position and Capital Requirements
- 42Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates43% rewritten
- 43We may be unable to raise the funds necessary to repurchase the Notes for cash following a fundamental change, or to pay any cash amounts due upon conversion, and any future indebtedness may limit our ability to repurchase the Notes or pay cash upon their conversion
- 44Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited27% rewritten
- 45Changes in tax laws or regulations that are applied adversely to us or our customers could have a material adverse effect on our business, cash flow, financial condition or results of operationsNew
- 46As of December 31, 2025, we had $316.2 million aggregate principal amount of indebtedness under the Notes31% rewritten
- 47may restrict our ability to take advantage of certain future opportunities, such as engaging in future debt or equity financing activitiesNew
- 48The accounting method for the Notes could adversely affect our reported financial condition and results
Risks Related to Our Intellectual Property
- 49We currently rely on method-of-use and formulation patents to protect Livmarli and composition-of-matter and method-of-use patents to protect volixibat
- 50Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements
- 51Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect Livmarli and our product candidates
- 52We may not be able to protect our intellectual property rights throughout the world
- 53If 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
- 54We may become subject to claims challenging the inventorship or ownership of our patents and other intellectual property
- 55We may not be successful in obtaining or maintaining necessary rights to product components and processes for our development pipeline through acquisitions and in-licenses
- 56Third-party claims alleging intellectual property infringement may prevent or delay our drug discovery and development efforts
- 57We may be subject to claims that we have wrongfully hired an employee from a competitor or that we or our employees have wrongfully used or disclosed alleged confidential information or trade secrets of their former employers
- 58If 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
- 59Moreover, any name we have proposed to use with our product or product candidates in the U.S. must be approved by the FDA, regardless of whether we have registered it, or applied to register it, as a trademark
Risks Related to Ownership of Our Common Stock
- 60The trading price of our common stock may be volatile, and you could lose all or part of your investment
- 61We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock
- 62Our principal stockholders and management own a significant percentage of our stock and are able to exert significant control over matters subject to stockholder approval
- 63Future sales and issuances of our common stock or rights to purchase common stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall64% rewritten
- 64subsequent sales. Such sales may also result in material dilution to our existing stockholders, including noteholders who have received shares of our common stock upon conversion of their notes, and new investors could gain rights, preferences and privileges senior to the holders of our common stockNew
- 65Our business could be negatively affected as a result of actions by activist stockholders, and such activism could impact the trading value of our securities
- 66Our failure to meet Nasdaq’s continued listing requirements could result in a delisting of our common stock
- 67Anti-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
- 68Unfavorable geopolitical and macroeconomic developments could adversely affect our business, financial condition or results of operations22% rewritten
- 69In the course of our business, we and the third parties with whom we work, process proprietary, confidential and sensitive information, including personal data (such as health-related data), intellectual property and trade secrets (collectively, sensitive information)43% rewritten
- 70specialty pharmacy and logistic providers to assess and resolve the matter. A security incident or other interruption could disrupt our ability (and that of third parties with whom we work) to provide our approved medicines and servicesNew
- 71In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveals competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position
- 72If we or our third-party manufacturers use hazardous and biological materials in a manner that causes injury or violates applicable law, we may be liable for damages73% rewritten
- 73If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline
Other Mirum Pharmaceuticals 10-Ks
- FY2024 10-K risk factors70 risks
Mirum relies heavily on commercializing its approved medicines and rare disease pipeline globally. Operations depend on third-party manufacturers, contractors, and licensing agreements. Financial success requires navigating complex pricing, reimbursement, and intense biopharmaceutical competition.
Filed Feb 26, 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.