What the changes say
- Alpha Teknova expanded manufacturing facilities, increased equity and stock reserve disclosures, and refined controlling shareholder and regulatory risk disclosures.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Strategy
We have invested a significant amount of capital in our manufacturing facilities. We may not realize some or all of the anticipated benefits of this investment in the time frame anticipated, or at all
Capital invested in manufacturing facilities and equipment to increase capacity for Lab Essentials and Clinical Solutions may not yield anticipated benefits.
- NewRisks Related to Our Business and Strategy
pressures on the life sciences industry persist, they could have an ongoing and substantial adverse effect on the demand for our products
Life sciences industry pressures and customer financial performance, spending priorities, and consolidation could reduce demand for products.
- NewRisks Related to Our Business and Strategy
the failure to maintain, renew, or obtain necessary permits and licenses could result in criminal, civil, and administrative penalties and could have an adverse effect on our results of operations
Failure to maintain, renew, or obtain necessary permits and licenses could result in criminal, civil, and administrative penalties.
- NewRisks Related to Our Business and Strategy
business climate and actual or projected operating results (affecting our company as a whole or affecting any particular segment) and declines in the financial condition of our business
Intangible assets represented approximately 12% of total assets as of December 31, 2025, and may be subject to future impairment charges.
- NewRisks Related to Our Common Stock
to receive a premium for your shares of common stock as part of a sale of us and ultimately might affect the market price of our common stock
THP and its affiliates may engage in business activities or investments that conflict with the interests of the company or other stockholders.
- NewRisks Related to Our Common Stock
Sarbanes-Oxley Act). These internal controls may not be determined to be effective, which may adversely affect investor confidence in us and, as a result, the value of our common stock
Internal controls under Sarbanes-Oxley Act Section 404 may not be determined effective, impacting investor confidence and stock value.
- NewRisks Related to Our Common Stock
As of December 31, 2025, we have 53,562,154 shares of common stock outstanding, all of which are freely tradeable although a substantial portion of such shares are held by directors, executive officers, and other affiliates and are subject to certain limitations under Rule 144 of the Securities Act
As of December 31, 2025, there are 53,562,154 shares of common stock outstanding and additional shares reserved for issuance under equity plans.
Dropped
- DroppedRisks Related to Our Business and Strategy
to pay on time or at all, our liquidity, financial condition, results of operations, cash flows, and prospects could be materially and adversely affected
- DroppedRisks Related to Our Business and Strategy
We face risks arising from our recent workforce reductions, including adverse effects on employee morale, risks to our ability to meet customer demand with adequate turnaround times, and uncertainty around our ability to sustain cost savings from the workforce reductions
- DroppedRisks Related to Our Business and Strategy
policy and the related interpretations may alter the environment in which we do business, and therefore, may impact our results or increase our operating costs
- DroppedRisks Related to Our Intellectual Property
face the risk that present or former employees could continue to hold rights to intellectual property used by us, demand the registration of intellectual property rights in their name, and seek payment of damages for our use of such intellectual property
- DroppedRisks Related to Our Common Stock
A significant portion of our total outstanding shares of common stock are available for immediate resale and may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well
- DroppedRisks Related to Our Common Stock
As of December 31, 2024, we have 53,409,727 shares of common stock outstanding, substantially all of which are held by directors, executive officers, and other affiliates and will be subject to volume, manner of sale, and other limitations under Rule 144
- DroppedRisks Related to Our Common Stock
operating results fail to meet the expectations of securities analysts, investors, or other interested parties, the price of our common stock could decline
Reworded
- 85% rewrittenRisks Related to Our Business and Strategy
Changes in the state and local regulatory environment could limit our business activities or increase our operating costs
Added the county of San Benito alongside California and Hollister as jurisdictions governing manufacturing permits and regulations.
- 81% rewrittenRisks Related to Our Business and Strategy
the other factors described in this “Risk Factors” section
Minor punctuation and formatting adjustments without substantive changes to operating results unpredictability disclosure.
- 80% rewrittenRisks Related to Our Business and Strategy
We may be required to record a significant charge to earnings if our intangible or long-lived assets, or other investments become impaired
Removed specific reference to updating the 2024 budget during the fourth quarter of 2023.
Was: We have recorded, and may be required to record in the future, a significant charge to earnings if our intangible or long-lived assets, or other investments become impaired
- 69% rewrittenRisks Related to Our Common Stock
are not required to have director nominations be made by or recommended to the full board of directors, by its independent directors, or by a nominations committee that is composed entirely of independent directors, or to adopt a written charter or a board resolution addressing the nominations process
Minor formatting adjustments to the corporate governance and Sarbanes-Oxley compliance disclosure.
- 64% rewrittenRisks Related to Our Common Stock
Telegraph Hill Partners Management Company LLC, through its affiliates THP IV LP, THP IV LLC, THP V LP, and THP V LLC controls us, and its interests may conflict with ours or yours in the future
Updated THP voting power control percentage from approximately 70.6% to 70.4%.
- 62% rewrittenRisks Related to Our Business and Strategy
If we cannot maintain our current relationships with customers, if we fail to sustain recurring sources of revenue with our existing customers, or if we fail to enter into new customer relationships, our future operating results will be adversely affected
Retained core customer relationship and purchase order risks with minor formatting updates.
- 52% rewrittenRisks Related to Our Common Stock
The trading market for our common stock is influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over any securities or industry analyst coverage
Added explicit ending sentence stating that failure to meet analyst expectations could cause common stock price to decline.
- 40% rewrittenRisks Related to Our Indebtedness
make certain investments
Removed historical disclosure regarding non-compliance with revenue covenants under the credit agreement for periods ending in late 2023 and early 2024.
- 36% rewrittenRisks Related to Our Common Stock
An active, liquid trading market for our common stock may not be sustained, which may limit your ability to sell your shares
- 34% rewrittenRisks Related to Our Business and Strategy
We have incurred operating losses in the past and may incur losses in the future
- 32% rewrittenRisks Related to Our Business and Strategy
We are dependent on our customers’ spending on and demand for our products. A reduction in spending or demand, including as a result of changes in economic conditions, could have a material adverse effect on our business, financial condition, results of operations, cash flows, and prospects
- 30% rewrittenRisks Related to Our Intellectual Property
Our inability to protect our intellectual property could have a material adverse effect on our business. In addition, third parties may claim that we infringe or have disclosed their intellectual property or proprietary information, and we could suffer significant litigation or licensing expense as a result
- 22% rewrittenRisks Related to Our Indebtedness
making us more vulnerable in the event of a downturn in our business
- 22% rewrittenRisks Related to Our Business and Strategy
Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity, and teamwork fostered by our culture and our business may be harmed
- 21% rewrittenRisks Related to Our Business and Strategy
Our operating results may fluctuate significantly in the future, making them difficult to predict, and they could fall below expectations or any guidance we may provide
All 79 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Strategy
- 01We have incurred operating losses in the past and may incur losses in the future34% rewritten
- 02Our operating results may fluctuate significantly in the future, making them difficult to predict, and they could fall below expectations or any guidance we may provide21% rewritten
- 03the other factors described in this “Risk Factors” section81% rewritten
- 04We have invested a significant amount of capital in our manufacturing facilities. We may not realize some or all of the anticipated benefits of this investment in the time frame anticipated, or at allNew
- 05which could harm our business, financial condition, results of operations, cash flows, and prospects. Such nonconformances, defects, or errors could also narrow the scope of the use of our products, which could hinder our success in the market
- 06We are dependent on our customers’ spending on and demand for our products. A reduction in spending or demand, including as a result of changes in economic conditions, could have a material adverse effect on our business, financial condition, results of operations, cash flows, and prospects32% rewritten
- 07pressures on the life sciences industry persist, they could have an ongoing and substantial adverse effect on the demand for our productsNew
- 08Our customers' research and development, and the clinical and market success of their products, may significantly influence our business, financial condition, and results of operations
- 09If we cannot maintain our current relationships with customers, if we fail to sustain recurring sources of revenue with our existing customers, or if we fail to enter into new customer relationships, our future operating results will be adversely affected62% rewritten
- 10more financial, manufacturing, and human resources to support product development, sales and marketing, and legal or regulatory investigations or disputes
- 11Our products are highly complex and are subject to quality control and assurance requirements
- 12If our customers do not qualify our quality systems, or if we are unable to maintain our ISO certification, our operating results could suffer
- 13If we cannot provide quality technical and applications support, we could lose customers and our business and prospects would suffer
- 14We depend on a stable and adequate supply of quality raw materials from our suppliers, and price increases or interruptions of such supply could have an adverse impact on our business, financial condition, results of operations, cash flows, and prospects
- 15If we are unable to manufacture or ship our products to meet demand, our operating results will suffer
- 16Future strategic investments or transactions may require us to seek additional financing, which we may not be able to secure on favorable terms, if at all
- 17Because we rely heavily on third-party package delivery services, a significant disruption in these services, damages or losses sustained during shipping or significant increases in prices could adversely affect our business, financial condition, results of operations, cash flows, and prospects
- 18If we are unable to continue to hire and retain skilled personnel, we will have trouble developing and marketing our products
- 19Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity, and teamwork fostered by our culture and our business may be harmed22% rewritten
- 20We may enter into additional distribution arrangements and marketing alliances for certain products and services or certain geographic areas, and any failure to successfully identify and implement these arrangements on favorable terms, if at all, may impair our ability to effectively distribute and market our products
- 21business combinations or significant changes in a collaborator’s business strategy may adversely affect a collaborator’s willingness or ability to complete its obligations under any arrangement
- 22negative publicity regarding our or our competitors’ products resulting from defects or errors
- 23Due to the significant resources required to access new markets, we must make strategic and operational decisions to prioritize certain markets, and product offerings, and there can be no assurance that we will allocate our resources in a way that results in meaningful revenue or capitalizes on potential new markets
- 24Our estimates of market sizes and opportunity may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all
- 25Product liability lawsuits against us could cause us to incur substantial liabilities, limit sales of our existing products, and limit commercialization of any products that we may develop
- 26the inability to commercialize products that we may develop
- 27We are subject to stringent and evolving data privacy and information security laws, regulations, and standards, as well as policies and contractual obligations related to data privacy and security, and changes in these could adversely affect our business
- 28We are dependent upon information technology systems, which are subject to disruption, damage, and failure
- 29Changes in political, economic, or governmental regulations may reduce demand for our products or increase our expenses
- 30Changes in the state and local regulatory environment could limit our business activities or increase our operating costs85% rewritten
- 31Future acquisitions, if any, may expose us to risks that could adversely affect our business, and we may not achieve the anticipated benefits of acquisitions of businesses or technologies
- 32risks associated with acquiring intellectual property, including potential disputes regarding an acquired companies’ intellectual property
- 33We and our customers’ respective business operations are and will continue to be subject to extensive laws and regulations, and assessing the applicability and relevant requirements of, and maintaining compliance with, these laws and regulations can be expensive and time-consuming
- 34the failure to maintain, renew, or obtain necessary permits and licenses could result in criminal, civil, and administrative penalties and could have an adverse effect on our results of operationsNew
- 35Our products could become subject to regulation by the FDA or other regulatory agencies in the future, which could increase our costs and delay or prevent commercialization of our products, thereby materially and adversely affecting our business, financial condition, results of operations, cash flows, and prospects
- 36We rely on assumptions, estimates, and data to calculate certain of our key metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business
- 37We may be required to record a significant charge to earnings if our intangible or long-lived assets, or other investments become impaired80% rewritten
- 38business climate and actual or projected operating results (affecting our company as a whole or affecting any particular segment) and declines in the financial condition of our businessNew
- 39Changes in accounting principles and guidance could result in unfavorable accounting charges or effects
- 40Our revenue recognition and other factors may impact our financial results in any given period and make them difficult to predict
- 41Our ability to use net operating loss carryforwards to reduce future tax payments may be limited
- 42Our business is subject to risks relating to environmental, health, and safety laws and regulations
Risks Related to Our Intellectual Property
- 43Our inability to protect our intellectual property could have a material adverse effect on our business. In addition, third parties may claim that we infringe or have disclosed their intellectual property or proprietary information, and we could suffer significant litigation or licensing expense as a result30% rewritten
- 44Our products may infringe on, or be accused of infringing on, one or more claims of an issued patent or may fall within the scope of one or more claims in a published patent application that may subsequently be issued and to which we do not hold a license or other rights
- 45Intellectual property litigation and other proceedings could cause us to expend substantial resources and distract our personnel from their normal responsibilities
- 46We may be subject to claims by third parties asserting that we or our employees, consultants, or independent contractors have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property and proprietary technology
- 47If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our business, financial condition, results of operations, cash flows, and prospects may be adversely affected
- 48Intellectual property rights do not necessarily address all potential threats
- 49We may need or may choose to obtain licenses from third parties to allow commercialization of our current or future products, and we cannot provide any assurances that we would be able to do so
- 50If disputes over intellectual property that we have licensed prevent or impair our ability to maintain the licensing arrangements on acceptable terms, we may be unable to successfully develop and commercialize the affected product successfully, or the dispute may have an adverse effect on our results of operations
Risks Related to Our Indebtedness
- 51Our existing indebtedness could adversely affect our business and growth prospects
- 52making us more vulnerable in the event of a downturn in our business22% rewritten
- 53We may incur significant additional indebtedness in the future, including in connection with investments in joint ventures or acquisitions. If new debt is added to our current indebtedness levels, the related risks that we face could intensify
- 54make certain investments40% rewritten
Risks Related to Our Common Stock
- 55Telegraph Hill Partners Management Company LLC, through its affiliates THP IV LP, THP IV LLC, THP V LP, and THP V LLC controls us, and its interests may conflict with ours or yours in the future64% rewritten
- 56to receive a premium for your shares of common stock as part of a sale of us and ultimately might affect the market price of our common stockNew
- 57are not required to have director nominations be made by or recommended to the full board of directors, by its independent directors, or by a nominations committee that is composed entirely of independent directors, or to adopt a written charter or a board resolution addressing the nominations process69% rewritten
- 58Sarbanes-Oxley Act). These internal controls may not be determined to be effective, which may adversely affect investor confidence in us and, as a result, the value of our common stockNew
- 59We are an “emerging growth company” and a “smaller reporting company,” and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors
- 60The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company” or if we cease to be a “smaller reporting company”
- 61Provisions of our corporate governance documents could make acquiring us more difficult and may prevent attempts by our stockholders to replace or remove our current directors or management, even if beneficial to our stockholders
- 62establish advance notice requirements for nominations for elections to our board of directors and for proposing matters that can be acted upon by stockholders at stockholder meetings
- 63An active, liquid trading market for our common stock may not be sustained, which may limit your ability to sell your shares36% rewritten
- 64As of December 31, 2025, we have 53,562,154 shares of common stock outstanding, all of which are freely tradeable although a substantial portion of such shares are held by directors, executive officers, and other affiliates and are subject to certain limitations under Rule 144 of the Securities ActNew
- 65Because we have no current plans to pay regular cash dividends on our common stock and are prohibited from paying cash dividends under the Second Amended and Restated Credit Agreement, you may not receive any return on investment unless you sell your common stock for a price higher than you paid for it
- 66We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock
- 67Our future capital needs are uncertain and we may need to seek additional financing in the future, which we may not be able to secure on favorable terms, if at all
- 68the effect of technological and market developments
- 69Claims for indemnification by our directors and officers may reduce our funds available to satisfy successful third-party claims against us and may reduce the amount of money available to us
- 70the rights conferred in our amended and restated bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees, and agents and to obtain insurance to indemnify such persons
- 71Fluctuations in our effective tax rate may adversely affect our results of operations and cash flows
- 72Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition
- 73If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our operating results could fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our common stock
- 74Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud
- 75Our employees, consultants, distributors, and commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements, and insider trading
- 76Our operating results and stock price may be volatile. Market volatility may affect the value of an investment in our common stock and could subject us to litigation
- 77any default on our indebtedness
- 78The trading market for our common stock is influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over any securities or industry analyst coverage52% rewritten
- 79We may become the subject of various claims, litigation or investigations which could have a material adverse effect on our business, financial condition, results of operations, or stock price
Other Alpha Teknova 10-Ks
- FY2024 10-K risk factors79 risks
Operating losses of $26.7 million in 2024 dominate financial risks for Alpha Teknova, driven by customer spending, regulatory compliance, and manufacturing execution.
Filed Mar 07, 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.