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| PART I | | 2 |
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| Item 1. | BUSINESS | 2 |
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| Item 1A. | RISK FACTORS | 29 |
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| Item 1B. | UNRESOLVED STAFF COMMENTS | 67 |
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| Item 1C. | CYBERSECURITY | 67 |
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| Item 2. | PROPERTIES | 68 |
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| Item 3. | LEGAL PROCEEDINGS | 69 |
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| Item 4. | MINE SAFETY DISCLOSURES | 69 |
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| PART II | | 69 |
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| Item 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 69 |
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| Item 6. | [RESERVED] | 70 |
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| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 70 |
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| Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 77 |
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| Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | F-1 |
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| Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 78 |
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| Item 9A. | CONTROLS AND PROCEDURES | 78 |
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| Item 9B. | OTHER INFORMATION | 79 |
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| Item 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 79 |
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| PART III | | 80 |
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| Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 80 |
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| Item 11. | EXECUTIVE COMPENSATION | 89 |
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| Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 103 |
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| Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 105 |
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| Item 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 105 |
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| PART IV | | 107 |
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| Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 107 |
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i
Forward-Looking Statements
This annual report on Form 10-K for the year ended December 31, 2025, or this Annual Report on Form 10-K, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that involve risks and uncertainties, principally in the sections titled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All statements other than statements of historical fact contained in this Annual Report on Form 10-K, including statements regarding future events, our ability to maximize capture of future milestones payments, our workforce reduction and related restructuring activities, our future financial and operating performance, anticipated timing and amounts of milestone and other payments under collaboration agreements, business strategy and plans, objectives of management for future operations, timing and outcome of legal and other proceedings and our ability to finance our operations are forward-looking statements. We have attempted to identify forward-looking statements by using terms such as including “anticipates,” “approach,” “believes,” “can,” “contemplate,” “continue,” “look forward,” “ongoing,” “could,” “estimates,” “expects,” “intends,” “may,” “appears,” “suggests,” “future,” “likely,” “goal,” “plans,” “potential,” “possibly,” “projects,” “predicts,” “seek,” “should,” “target,” “would” or “will” and other similar words or expressions or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks and uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements, to differ materially. The description of our Business set forth in Item 1, the Risk Factors set forth in Item 1A and our Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 7 as well as other sections in this report, discuss some of the factors that could contribute to these differences. These forward-looking statements include, among other things, statements about:
| ● | the accuracy of our estimates regarding expenses, future revenues, uses of cash, capital requirements and the need for additional financing; |
| ● | our workforce reduction and related restructuring activities; |
| ● | our ability to realize the anticipated benefits of our corporate strategy; |
| ● | our cash runway and the sufficiency of our financial resources to fund our operations; |
| ● | the initiation, timing, progress, results, and decisions of our partners’ development activities, preclinical studies and clinical trials with respect to our product candidates; |
| ● | our collaborators’ election to pursue or continue research, development and commercialization activities; |
| ● | our ability to obtain future reimbursement and/or milestone payments from our collaborators; |
| ● | our ability to obtain and maintain intellectual property protection for our product candidates; |
| ● | our partners’ ability to successfully commercialize our partnered product candidates; |
| ● | the size and growth of the markets for our partnered product candidates and our partners’ ability to serve those markets; |
| ● | the rate and degree of market acceptance of any future products; |
| ● | the success of competing products that are or may become available; |
| ● | regulatory developments in the United States and other countries; |
| ● | and any restrictions on our ability to use our net operating loss carryforwards. |