Veracyte (VCYT) risk factors, FY2025 10-K

Veracyte's FY2025 10-K, filed Feb 26, 2026, lists 66 risk factors in 3 groups. Against the prior year's 63: 10 new, 7 dropped, 21 substantially reworded.

Risk factors listed
663 groups
New this year
10vs 63 last year
Dropped
7since the prior 10-K
Substantially reworded
21of those kept
Section length
32k wordsItem 1A

What the changes say

  • Veracyte expanded risks regarding recent acquisitions like the C2i transaction and divestitures like Veracyte SAS.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business

    incremental growth through acquisitions and collaborations is not successful, or if we do not successfully integrate companies or assets that we acquire into our business, our prospects and financial condition may suffer

    Acquisitions like C2i in early 2024 and restructuring activities such as the divestiture of Veracyte SAS may disrupt our business.

  • NewRisks Related to Our Business

    specifications, could negatively impact our ability to provide timely response and reports to our customers and, as a result, may materially impact our ability to generate revenue

    Material shortages or supplier changes could interrupt test processing and kit deliveries, harming revenue.

  • NewRisks Related to Our Business

    For example, we rely on NanoString (now Bruker Spatial Biology as a result of Bruker Corporation’s asset acquisition of NanoString) for certain components and raw materials for the Prosigna test and nCounter service kits

    We rely on sole providers like NanoString, now Bruker Spatial Biology, for Prosigna test components and raw materials.

  • NewRisks Related to Our Business

    we encounter difficulty meeting market demand or quality standards, our reputation could be harmed and our future prospects and our business could suffer

    Inability to accurately forecast physician ordering patterns and seasonal demand could harm our operating results.

  • NewRisks Related to Our Business

    addition, sales of our tests outside the United States subject our business to foreign regulatory requirements and cost-reduction measures, which may also change over time

    Potential Medicare co-payment requirements or removal of molecular pathology exemptions could lower test reimbursement.

  • NewRisks Related to Our Business

    to Class I or II for a new product type, and clinical data may be required. For laboratory tests for which FDA clearance, authorization or approval is required, the FDA may also require data to support analytical and clinical validity

    FDA guidance expects most companion diagnostics to be Class III devices, potentially delaying approvals or lowering revenue.

  • NewRisks Related to Our Business

    benefits of its intended performance, and that any claims made about the performance and safety of the device are supported by suitable evidence

    EU In Vitro Diagnostic Regulation implementation requires notified body involvement, risking CE Mark delays.

  • NewRisks Related to Our Business

    IVDR’s transitional timelines regarding compliance deadlines according to IVD risk classifications as well as designations of Swiss Authorized Representatives

    Obtaining FDA or foreign regulatory approvals for future tests or product modifications takes significant time and resources.

  • NewRisks Related to Our Business

    utility studies that meet individual payer evidence requirements to obtain reimbursement. Even after launching new products, we must complete additional studies that meet the clinical evidence required by individual payers to obtain reimbursement

    Developing new tests requires substantial R&D and clinical validation studies to meet payer evidence requirements for reimbursement.

  • NewRisks Related to Our Business

    countries. Proceedings to enforce our patent rights in foreign jurisdictions may result in substantial cost and divert our efforts and attention from other aspects of our business

    The EU Unified Patent Court introduces risks of simultaneous multi-country patent revocations.

Dropped

  • DroppedRisks Related to Our Business

    The revenue that we have experienced in our biopharma and other services business may not continue to transpire

  • DroppedRisks Related to Our Business

    replacements or transition to alternative suppliers or service providers, which may materially impact our ability to generate revenue

  • DroppedRisks Related to Our Business

    indications. We cannot guarantee that the regulatory authorization or certification for Prosigna or other tests will be granted or, if granted, will not be revoked, which could adversely impact our business, financial condition, and operations

  • DroppedRisks Related to Our Business

    Hampshire, New Jersey, Oregon, Rhode Island, Tennessee, Texas, Utah, and Virginia have each enacted laws similar to the CCPA/CPRA. The multiple layers of privacy law within the United States could increase our potential liability, increase our compliance costs, and adversely affect our business

  • DroppedRisks Related to Our Business

    not provide us with any competitive advantages. It is possible that others will design around our current or future patented technologies

  • DroppedRisks Related to Our Business

    relevant parties, or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. If we are required to assert our rights against such parties, it may result in significant cost and distraction

  • DroppedRisks Related to Our Business

    party’s technology, we often agree to pay the licensor royalties based on sales of our solutions. Royalties are a component of cost of revenue and affect the margins on our solutions

Reworded

  • 92% rewrittenRisks Related to Our Business

    If we cannot license or maintain rights to use technologies on reasonable terms, our business may suffer

    Added specific language regarding royalty payments based on sales affecting cost of revenue and profit margins.

  • 89% rewrittenRisks Related to Our Business

    If we are unable to obtain marketing authorizations or certifications, approvals, clearances or certifications to market Prosigna or our other IVD assays or if regulatory limitations are placed on our diagnostic kit products, our business and growth will be harmed

    Added a direct warning that regulatory authorizations for Prosigna or other tests could be revoked.

  • 83% rewrittenRisks Related to Our Business

    Obtaining marketing authorization or certification by the FDA and foreign regulatory authorities or notifying regulatory bodies for our diagnostic tests will take significant time and require significant research, development and clinical study expenditures and ultimately may not succeed

    Clarified heading text regarding the length and expenditure required for regulatory authorizations.

  • 69% rewrittenRisks Related to Our Business

    Developing, commercializing and gaining reimbursement for new products involves a lengthy and complex process, and if we do not achieve our projected development, commercialization and reimbursement goals in the timeframes we announce and expect, our business may suffer, and our stock price may decline

    Expanded heading to explicitly mention risks to stock price if development and reimbursement goals are missed.

  • 65% rewrittenRisks Related to Our Business

    If we are unable to protect our intellectual property effectively, our business may be harmed

    Updated intellectual property protection risk heading for clarity.

  • 62% rewrittenRisks Related to Our Business

    In the United States and some foreign jurisdictions, there have been, and we expect there will continue to be, a number of legislative and regulatory changes to the healthcare system, including cost-containment measures that may reduce or limit coverage and reimbursement for our tests

    Updated healthcare legislative and regulatory changes heading regarding coverage and reimbursement.

  • 60% rewrittenRisks Related to Our Business

    If we fail to comply with federal and state licensing requirements, we could lose the ability to perform our tests or experience disruptions to our business

    Specified that high complexity clinical labs designing and manufacturing LDTs are subject to CLIA regulations.

  • 58% rewrittenRisks Related to Our Business

    If we are unable to support demand for our tests, products or services, our business could suffer

    Corrected grammatical tense from grow to grows in the scaling capacity risk.

  • 49% rewrittenRisks Related to Our Business

    If we do not manage inventory in an effective and efficient manner, it could adversely affect our results of operations

  • 44% rewrittenRisks Related to Our Business

    We must successfully integrate our acquired businesses, such as C2i, to realize the strategic or financial goals that we currently anticipate

  • 44% rewrittenRisks Related to Our Business

    Our ability to use our net operating loss carryforwards may be limited and may result in increased future tax liability to us

  • 44% rewrittenRisks Related to Our Business

    Risks associated with data privacy issues, including evolving laws, regulations and associated compliance efforts, may adversely impact our business and financial results

  • 42% rewrittenRisks Related to Our Business

    If the FDA or foreign authorities regulate those of our tests that they do not currently regulate, we could incur substantial costs and delays associated with trying to obtain premarket clearance, approval or certification

  • 38% rewrittenRisks Related to Our Common Stock

    Our effective tax rate may fluctuate, and we may incur obligations in tax jurisdictions in excess of amounts that have been accrued

  • 36% rewrittenRisks Related to Our Business

    If we are unable to develop products to keep pace with rapid technological, medical and scientific change, our operating results and competitive position could be harmed

  • 31% rewrittenRisks Related to Our Business

    We may experience limits on our revenue if patients decide not to use our tests as a result of increased costs, fees or changing payer policies

  • 28% rewrittenRisks Related to Our Business

    If we are unable to grow sales of our tests or products, or we are unable to launch or commercialize our new tests or products, our business may suffer

  • 28% rewrittenRisks Related to Our Business

    We have incurred losses in the past, we could incur net losses in the future and we may not sustain our level of profitability in the future

  • 27% rewrittenRisks Related to Our Business

    Our financial results currently depend mainly on sales of our Decipher Prostate and Afirma laboratory developed tests (LDTs), and we may not generate sufficient revenue from these and our other diagnostic tests to grow our business

    Was: Our financial results currently depend mainly on sales of our Decipher Prostate and Afirma tests, and we may not generate sufficient revenue from these and our other diagnostic tests to grow our business

  • 26% rewrittenRisks Related to Our Business

    If our internal sales force is less successful than anticipated, our business expansion plans could suffer and our ability to generate revenue could be diminished

  • 21% rewrittenRisks Related to Our Common Stock

    Investors’ expectations of our performance relating to environmental, social and governance factors may impose additional costs and expose us to new risks

All 66 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business

  1. 01Our financial results currently depend mainly on sales of our Decipher Prostate and Afirma laboratory developed tests (LDTs), and we may not generate sufficient revenue from these and our other diagnostic tests to grow our business27% rewritten
  2. 02If we are unable to grow sales of our tests or products, or we are unable to launch or commercialize our new tests or products, our business may suffer28% rewritten
  3. 03We have incurred losses in the past, we could incur net losses in the future and we may not sustain our level of profitability in the future28% rewritten
  4. 04We depend on a few payers for a significant portion of our revenue; if one or more significant payers stops providing reimbursement or decreases the amount of reimbursement for our tests, our revenue could decline
  5. 05Modifications to the LCDs and associated coverage articles for Afirma, Decipher Prostate and our other tests could have an adverse effect on our business, financial condition and results of operations
  6. 06If payers do not provide reimbursement, rescind or modify their reimbursement policies, delay payments for our tests, recoup past payments, or if we are unable to successfully negotiate additional reimbursement contracts, our commercial success could be compromised
  7. 07We may experience limits on our revenue if physicians decide not to order our tests
  8. 08We may experience limits on our revenue if patients decide not to use our tests as a result of increased costs, fees or changing payer policies31% rewritten
  9. 09If we fail to comply with federal and state licensing requirements, we could lose the ability to perform our tests or experience disruptions to our business60% rewritten
  10. 10incremental growth through acquisitions and collaborations is not successful, or if we do not successfully integrate companies or assets that we acquire into our business, our prospects and financial condition may sufferNew
  11. 11We must successfully integrate our acquired businesses, such as C2i, to realize the strategic or financial goals that we currently anticipate44% rewritten
  12. 12Our future success and international growth depend, in part, on our ability to adapt, manufacture and distribute our tests as IVD tests
  13. 13If we do not manage inventory in an effective and efficient manner, it could adversely affect our results of operations49% rewritten
  14. 14specifications, could negatively impact our ability to provide timely response and reports to our customers and, as a result, may materially impact our ability to generate revenueNew
  15. 15For example, we rely on NanoString (now Bruker Spatial Biology as a result of Bruker Corporation’s asset acquisition of NanoString) for certain components and raw materials for the Prosigna test and nCounter service kitsNew
  16. 16We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy
  17. 17If we are unable to support demand for our tests, products or services, our business could suffer58% rewritten
  18. 18we encounter difficulty meeting market demand or quality standards, our reputation could be harmed and our future prospects and our business could sufferNew
  19. 19In the United States and some foreign jurisdictions, there have been, and we expect there will continue to be, a number of legislative and regulatory changes to the healthcare system, including cost-containment measures that may reduce or limit coverage and reimbursement for our tests62% rewritten
  20. 20addition, sales of our tests outside the United States subject our business to foreign regulatory requirements and cost-reduction measures, which may also change over timeNew
  21. 21Under previous Medicare billing rules, hospitals were required to bill for our molecular pathology tests when performed on Medicare beneficiaries who were hospital outpatients at the time of tissue specimen collection when these tests were ordered less than 14 days following the date of the patient's discharge
  22. 22This change does not apply to tests performed on specimens collected from hospital inpatients. We will continue to bill hospitals for tests performed on specimens collected from hospital inpatients when the test was ordered less than 14 days after the date of discharge
  23. 23If the FDA or foreign authorities regulate those of our tests that they do not currently regulate, we could incur substantial costs and delays associated with trying to obtain premarket clearance, approval or certification42% rewritten
  24. 24Obtaining marketing authorization or certification by the FDA and foreign regulatory authorities or notifying regulatory bodies for our diagnostic tests will take significant time and require significant research, development and clinical study expenditures and ultimately may not succeed83% rewritten
  25. 25to Class I or II for a new product type, and clinical data may be required. For laboratory tests for which FDA clearance, authorization or approval is required, the FDA may also require data to support analytical and clinical validityNew
  26. 26benefits of its intended performance, and that any claims made about the performance and safety of the device are supported by suitable evidenceNew
  27. 27IVDR’s transitional timelines regarding compliance deadlines according to IVD risk classifications as well as designations of Swiss Authorized RepresentativesNew
  28. 28If we are unable to obtain marketing authorizations or certifications, approvals, clearances or certifications to market Prosigna or our other IVD assays or if regulatory limitations are placed on our diagnostic kit products, our business and growth will be harmed89% rewritten
  29. 29We are subject to ongoing and increasingly extensive regulatory requirements, which may be subject to change, and our failure to comply with these requirements could substantially harm our business
  30. 30We operate in a highly competitive market. Growing understanding of the importance of biomarkers linked with therapy selection, response and early screening is leading to more companies offering services in genomic profiling which may lead to increased competition for our tests
  31. 31In addition, competitors may develop their own versions of our solutions in other countries that we may seek to enter where we do not have patents or where our intellectual property rights are not recognized. Additionally, competitors could encourage the use of their solutions by physicians in other countries
  32. 32We depend on our senior management team, and the loss of one or more of our executive officers, or any inability to attract and retain highly skilled employees and other key personnel in our highly competitive industry, could adversely affect our business
  33. 33Billing for our diagnostic tests is complex, and we must dedicate substantial time and resources to the billing process in order to collect cash and be paid
  34. 34If our internal sales force is less successful than anticipated, our business expansion plans could suffer and our ability to generate revenue could be diminished26% rewritten
  35. 35Developing, commercializing and gaining reimbursement for new products involves a lengthy and complex process, and if we do not achieve our projected development, commercialization and reimbursement goals in the timeframes we announce and expect, our business may suffer, and our stock price may decline69% rewritten
  36. 36utility studies that meet individual payer evidence requirements to obtain reimbursement. Even after launching new products, we must complete additional studies that meet the clinical evidence required by individual payers to obtain reimbursementNew
  37. 37If we are unable to develop products to keep pace with rapid technological, medical and scientific change, our operating results and competitive position could be harmed36% rewritten
  38. 38Complying with numerous statutes and regulations pertaining to our business is an expensive and time-consuming process, and any failure to comply could result in substantial penalties
  39. 39If we use hazardous materials in a manner that causes contamination, infection or injury, we could be liable for resulting damages
  40. 40Aspects of our international business expose us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States
  41. 41We have operations located in Israel, and conflict in the Middle East and any additional escalations of hostilities may cause interruption or suspension of this site without warning, or otherwise negatively impact the global economy or our business
  42. 42Our reliance on distributors for sales of our products outside of the United States, and on clinical laboratories for delivery of Prosigna testing services, could limit or prevent us from selling our products and impact our revenue
  43. 43Errors or defects in our products or services could harm our reputation, decrease market acceptance of our products or services or expose us to product liability claims, and we could face substantial liabilities that exceed our resources
  44. 44Issues relating to the use of AI and machine learning in our offerings could adversely affect our business and operating results
  45. 45Security breaches, loss of data and other disruptions to our or our third-party service providers' data systems could compromise sensitive information related to our business or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation
  46. 46Risks associated with data privacy issues, including evolving laws, regulations and associated compliance efforts, may adversely impact our business and financial results44% rewritten
  47. 47If we are unable to protect our intellectual property effectively, our business may be harmed65% rewritten
  48. 48countries. Proceedings to enforce our patent rights in foreign jurisdictions may result in substantial cost and divert our efforts and attention from other aspects of our businessNew
  49. 49If we are unable to enforce or defend our intellectual property effectively, our business may be harmed
  50. 50If we cannot license or maintain rights to use technologies on reasonable terms, our business may suffer92% rewritten
  51. 51We may be involved in litigation related to third party intellectual property, which may be time-intensive and costly and may adversely affect our business, operating results or financial condition
  52. 52With respect to trademarks, infringement litigation or threats of infringement litigation may require us to re-brand our product
  53. 53Our ability to use our net operating loss carryforwards may be limited and may result in increased future tax liability to us44% rewritten

Risks Related to Being a Public Company

  1. 54If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our reported financial information and the market price of our common stock may be negatively affected

Risks Related to Our Common Stock

  1. 55Our stock price may be volatile, and you may not be able to sell shares of our common stock at or above the price you paid
  2. 56Anti-takeover provisions in our charter documents and under Delaware law could discourage, delay or prevent a change in control and may affect the trading price of our common stock
  3. 57We have never paid dividends on our capital stock, and we do not anticipate paying dividends in the foreseeable future
  4. 58Our operating results may be adversely affected by unfavorable macroeconomic and market conditions
  5. 59Our business and the operations of our laboratories and manufacturing sites are subject to the risk of disruptions caused by pandemics, political events, war, terrorism, earthquakes, fire, power outages, severe weather, floods, and other catastrophic events
  6. 60We are exposed to risks associated with transactions denominated in foreign currency
  7. 61We may be unable to raise additional capital on acceptable terms in the future, which could limit our ability to develop and commercialize new solutions and technologies and expand our operations, organically or inorganically
  8. 62Our effective tax rate may fluctuate, and we may incur obligations in tax jurisdictions in excess of amounts that have been accrued38% rewritten
  9. 63Impairment in the value of our goodwill or other intangible assets could have a material adverse effect on our operating results and financial condition
  10. 64Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our reported operating results
  11. 65Our consolidated financial statements are subject to change and if our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected
  12. 66Investors’ expectations of our performance relating to environmental, social and governance factors may impose additional costs and expose us to new risks21% rewritten

Other Veracyte 10-Ks

  • FY2024 10-K risk factors
    63 risks

    Financial results depend heavily on Decipher Prostate and Afirma tests sales.

    Filed Feb 28, 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.