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| PART I. | | | | |
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| Item 1. | | Business | | 8 |
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| Item 1A. | | Risk Factors | | 51 |
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| Item 1B. | | Unresolved Staff Comments | | 120 |
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| Item 1C. | | Cybersecurity | | 120 |
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| Item 2. | | Properties | | 121 |
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| Item 3. | | Legal Proceedings | | 121 |
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| Item 4. | | Mine Safety Disclosures | | 121 |
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| PART II. | | |
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| Item 5. | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | 121 |
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| Item 6. | | Reserved | | 122 |
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| Item 7. | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 123 |
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| Item 7A. | | Quantitative and Qualitative Disclosures about Market Risk | | 136 |
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| Item 8. | | Financial Statements and Supplementary Data | | 137 |
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| Item 9. | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | 137 |
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| Item 9A. | | Controls and Procedures | | 137 |
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| Item 9B. | | Other Information | | 141 |
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| Item 9C. | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | 141 |
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| PART III. | | |
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| Item 10. | | Directors, Executive Officers and Corporate Governance | | 141 |
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| Item 11. | | Executive Compensation | | 141 |
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| Item 12. | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | 141 |
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| Item 13. | | Certain Relationships and Related Transactions, and Director Independence | | 141 |
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| Item 14. | | Principal Accountant Fees and Services | | 141 |
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| PART IV. | | |
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| Item 15. | | Exhibits and Financial Statement Schedules | | 142 |
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| Signatures |
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Annual Report on Form 10-K, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “target,” “potential,” “contemplate,” “anticipate,” “goals,” “will,” “would,” “could,” “should,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about:
| ● | our plans to develop and commercialize our proprietary adeno-associated virus, or AAV, gene therapy, antibody, non-viral therapeutic, and small molecule product candidates; |
| ● | our ability to continue to develop our proprietary gene therapy platform technologies, including our TRACERTM (Tropism Redirection of AAV by Cell-type-specific Expression of RNA) discovery platform, our non-viral therapeutics platform, including VOYAGER NEUROSHUTTLETM, or NeuroShuttle, and our proprietary antibody, small molecule, gene therapy, shuttled or vectorized antibody, and non-viral therapeutic programs; |
| ● | our ability to identify and optimize product candidates, proprietary AAV capsids, and non-viral blood-brain-barrier shuttles; |
| ● | our strategic collaborations and licensing agreements with, and funding from, our collaboration partners Neurocrine Biosciences, Inc. and Novartis Pharma AG and our licensee Alexion, AstraZeneca Rare Disease (successor-in-interest to former licensee Pfizer Inc.); |
| ● | our collaboration with Transition Bio, Inc. to advance small molecules targeting TDP-43 to treat amyotrophic lateral sclerosis and frontotemporal dementia with TDP-43 pathology; |
| ● | our ongoing and planned clinical trials, preclinical development efforts, related timelines and studies, including our plans to generate initial data from the Phase 1 multiple ascending dose clinical trial of VY7523 in early Alzheimer’s disease patients in the second half of 2026 and to complete the good laboratory practices toxicology study in the first quarter of 2026 for VY1706 and submit an investigational new drug, or IND, application in the second quarter of 2026 and initiate a clinical trial in the second half of 2026; |
| ● | our ability to enter into future collaborations, strategic alliances, or option and license arrangements; |
| ● | the timing of and our ability to submit applications and obtain and maintain regulatory approvals for our product candidates, including the ability to submit IND applications for our programs; |
| ● | our belief as to potential outcomes of our clinical development activities, and plans and potential outcomes with respect to interactions with regulatory authorities; |
| ● | our estimates regarding future revenue, expenses, contingent liabilities, existing cash resources, capital requirements and cash runway; |
| ● | our intellectual property position and our ability to obtain, maintain and enforce intellectual property protection for our proprietary assets; |
| ● | our estimates regarding the size of the potential markets for our product candidates and our ability to serve those markets; |
| ● | our need for and the timing of additional funding and our plans and ability to raise additional capital, including through equity offerings, debt financings, collaborations, strategic alliances, and option and license arrangements; |
| ● | our competitive position and the success of competing products that are or might become available for the indications that we are pursuing; |
| ● | the impact of government laws and regulations, including in the United States, the European Union, and other important geographies such as Japan; |
| ● | our ability to control costs and prioritize our product candidate pipeline and platform development objectives successfully in connection with our strategic initiatives; and |
| ● | other risks and uncertainties, including those listed under “Part I, Item 1A - Risk Factors” and elsewhere in this Annual Report on Form 10-K. |
These forward-looking statements are only predictions, and we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements. You should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. We have included important factors in the cautionary statements included in this Annual Report on Form 10-K, particularly in “Part I, Item 1A - Risk Factors” that could cause actual future results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, strategic collaborations, licenses, joint ventures or investments we may make or enter into.
You should read this Annual Report on Form 10-K and the documents that we have filed as exhibits to the Annual Report on Form 10-K with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.
We obtained the statistical and other industry and market data in this Annual Report on Form 10-K and the documents we have filed as exhibits to the Annual Report on Form 10-K from our own internal estimates and research, as well as from industry and general publications and research, surveys, studies and trials conducted by third parties. Some data is also based on our good faith estimates, which are derived from management’s knowledge of the industry and independent sources. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, while we believe the market opportunity information included in this Annual Report on Form 10-K and the documents we have filed as exhibits to the Annual Report on Form 10-K are reliable and are based upon reasonable assumptions, such data involves risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors” and in the documents we have filed as exhibits to the Annual Report on Form 10-K. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Annual Report on Form 10-K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
We own various U.S. federal trademark registrations and applications and unregistered trademarks, including our corporate logo. This Annual Report on Form 10-K and the documents filed as exhibits to the Annual Report on Form
10-K contain references to trademarks, service marks and trade names referred to in this Annual Report on Form 10-K and the information incorporated herein, including logos, artwork, and other visual displays, that may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks or trade names. We do not intend our use or display of other companies’ trade names, service marks or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. All trademarks, service marks and trade names included or incorporated by reference into this Annual Report on Form 10-K and the documents filed as exhibits to the Annual Report on Form 10-K are the property of their respective owners.
RISK FACTOR SUMMARY
Investment in our securities involves risk and uncertainties that you should be aware of when evaluating our business. The following is a summary of what we believe to be the principal risks facing our business, as more fully described under “Part I, Item 1A - Risk Factors” and elsewhere in this Annual Report on Form 10-K. The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also impair our business operations.
| ● | We have a history of incurring significant losses and anticipate that we will continue to incur losses for the foreseeable future and may never achieve or maintain consistent profitability. |
| ● | We will need to raise additional funding, which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate certain of our product development efforts or other operations. |
| ● | Our AAV gene therapy, non-viral therapeutic, and other product candidates are based on proprietary technologies and, in several disease areas, unvalidated treatment approaches, which make it difficult and potentially infeasible to predict the duration and cost of development of, and subsequently obtaining regulatory approval for, our product candidates. |
| ● | Regulatory requirements governing gene therapy, non-viral therapeutic, and other products have changed frequently and may continue to change in the future. Such requirements may lengthen the regulatory review process, require us to modify current studies or perform additional studies, or increase our development costs, which in turn may force us to delay, limit, or terminate certain of our programs. |
| ● | We are early in our development efforts. VY7523, our anti-tau antibody candidate, is in early-stage clinical trials, and all of our other active product candidates, including VY1706, are currently in preclinical development. We or our collaborators may encounter substantial delays or difficulties in the commencement, enrollment or completion of preclinical studies or clinical trials, or we or our collaborators may fail to demonstrate safety and efficacy sufficient to support further development or to satisfy the applicable regulatory authorities, any of which could prevent us or our collaborators from further developing or commercializing current and future product candidates on a timely basis, if at all. |
| ● | Our product candidates may cause undesirable side effects or have other properties that could delay or prevent their further development or regulatory approval, limit their commercial potential or result in significant negative consequences following any potential marketing approval. |
| ● | We face significant competition in an environment of rapid technological change and the possibility that our competitors may achieve regulatory approval before us or develop therapies that are more advanced or effective than ours, which may harm our business and financial condition and our ability to successfully market or commercialize our product candidates. |
| ● | To date, substantially all of our revenue has been derived from our ongoing collaborations and licensing agreements with Neurocrine, Novartis, and Alexion, and from our prior collaborations with Sanofi Genzyme Corporation, AbbVie Biotechnology Ltd and AbbVie Ireland Unlimited Company. If any ongoing or future collaboration, option and license, or license agreements were to be terminated, our business financial condition, results of operations and prospects could be harmed. |
| ● | We may seek to enter into collaborations and out-licensing transactions in the future with other third parties. If we are unable to enter into such collaborations or out-licensing transactions, or if these collaborations or out-licensing transactions are not successful, our business could be adversely affected. |
| ● | Our gene therapies, non-viral therapeutics, and other biological modalities are novel, complex and difficult to manufacture. We could experience manufacturing problems that result in delays in the development or commercialization of our product candidates or otherwise harm our business. |
| ● | Our future success depends on our ability to retain key members of our management and research and development teams, and to attract, retain and motivate qualified personnel. |
| ● | Our gene therapy approach utilizes vectors derived from viruses that are selectively engineered, which may be perceived as unsafe or may result in unforeseen adverse events. Adverse events related to other gene therapy companies and negative public opinion and increased regulatory scrutiny of gene therapy may damage public perception of the safety of our gene therapy product candidates and adversely affect our ability to conduct our business or obtain regulatory approvals for our gene therapy product candidates. |
| ● | Our relationships with healthcare providers, physicians and third-party payors will be subject, directly or indirectly, to applicable anti-kickback, fraud and abuse and other healthcare laws and regulations, which, in the event of a violation, could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings. |
| ● | If we are unable to obtain and maintain patent protection for our products and technology, or if the scope of the patent protection obtained is not sufficiently broad, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize our products and technology may be adversely affected, which would have a material adverse impact on our business, results of operations, financial condition and prospects. |
| ● | In 2025 and 2026, we reduced the size of our organization in connection with restructurings. We may encounter difficulties in managing our business as a result of these restructurings, or as a result of the attrition that has occurred or may in the future occur due to these restructurings, which could disrupt our operations. In addition, we may not achieve anticipated benefits and savings from these restructurings. |
| ● | The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock. |
