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
- 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
- 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
- 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
- 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
- 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
- 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
- 07We may experience limits on our revenue if physicians decide not to order our tests
- 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
- 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
- 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
- 11We must successfully integrate our acquired businesses, such as C2i, to realize the strategic or financial goals that we currently anticipate44% rewritten
- 12Our future success and international growth depend, in part, on our ability to adapt, manufacture and distribute our tests as IVD tests
- 13If we do not manage inventory in an effective and efficient manner, it could adversely affect our results of operations49% rewritten
- 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
- 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
- 16We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy
- 17If we are unable to support demand for our tests, products or services, our business could suffer58% rewritten
- 18we encounter difficulty meeting market demand or quality standards, our reputation could be harmed and our future prospects and our business could sufferNew
- 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
- 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
- 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
- 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
- 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
- 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
- 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
- 26benefits of its intended performance, and that any claims made about the performance and safety of the device are supported by suitable evidenceNew
- 27IVDR’s transitional timelines regarding compliance deadlines according to IVD risk classifications as well as designations of Swiss Authorized RepresentativesNew
- 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
- 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
- 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
- 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
- 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
- 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
- 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
- 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
- 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
- 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
- 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
- 39If we use hazardous materials in a manner that causes contamination, infection or injury, we could be liable for resulting damages
- 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
- 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
- 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
- 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
- 44Issues relating to the use of AI and machine learning in our offerings could adversely affect our business and operating results
- 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
- 46Risks associated with data privacy issues, including evolving laws, regulations and associated compliance efforts, may adversely impact our business and financial results44% rewritten
- 47If we are unable to protect our intellectual property effectively, our business may be harmed65% rewritten
- 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
- 49If we are unable to enforce or defend our intellectual property effectively, our business may be harmed
- 50If we cannot license or maintain rights to use technologies on reasonable terms, our business may suffer92% rewritten
- 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
- 52With respect to trademarks, infringement litigation or threats of infringement litigation may require us to re-brand our product
- 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
- 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
- 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
- 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
- 57We have never paid dividends on our capital stock, and we do not anticipate paying dividends in the foreseeable future
- 58Our operating results may be adversely affected by unfavorable macroeconomic and market conditions
- 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
- 60We are exposed to risks associated with transactions denominated in foreign currency
- 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
- 62Our effective tax rate may fluctuate, and we may incur obligations in tax jurisdictions in excess of amounts that have been accrued38% rewritten
- 63Impairment in the value of our goodwill or other intangible assets could have a material adverse effect on our operating results and financial condition
- 64Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our reported operating results
- 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
- 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 factors63 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.