ORASURE TECHNOLOGIES INC
For the period ended Dec 31, 2024. Filed Mar 7, 2025.
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FY2024 · Filed Mar 7, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Table of Contents
| PART I | ||
|---|---|---|
| Page | ||
| ITEM 1. | Business | 2 |
| ITEM 1A. | Risk Factors | 21 |
| ITEM 1B. | Unresolved Staff Comments | 57 |
| ITEM IC. | Cybersecurity | 57 |
| ITEM 2. | Properties | 58 |
| ITEM 3. | Legal Proceedings | 58 |
| ITEM 4. | Mine Safety Disclosures | 58 |
| PART II | ||
| ITEM 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 59 |
| ITEM 6. | Reserved | 60 |
| ITEM 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 60 |
| ITEM 7A. | Quantitative and Qualitative Disclosures About Market Risk | 67 |
| ITEM 8. | Financial Statements and Supplementary Data | 67 |
| ITEM 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 68 |
| ITEM 9A. | Controls and Procedures | 68 |
| ITEM 9B. | Other Information | 69 |
| ITEM 9C. | Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | 70 |
| PART III | ||
| ITEM 10. | Directors, Executive Officers and Corporate Governance | 71 |
| ITEM 11. | Executive Compensation | 71 |
| ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 71 |
| ITEM 13. | Certain Relationships and Related Transactions, and Director Independence | 71 |
| ITEM 14. | Principal Accountant Fees and Services | 71 |
| PART IV | ||
| ITEM 15. | Exhibits and Consolidated Financial Statement Schedules | 72 |
| Signatures | 75 | |
Use of Names
References in this Annual Report on Form 10-K for the fiscal year ended December 31, 2024, (the "Annual Report") to "OraSure" mean OraSure Technologies, Inc. References in this Annual Report to “DNAG” mean DNA Genotek, Inc., references to “Diversigen” mean Diversigen, Inc., references to “Novosanis” mean Novosanis NV, and reference to "Sherlock" mean Sherlock Biosciences, Inc. and its wholly owned subsidiaries. References in this Annual Report to "we", "us", "our", "OTI" or the "Company" mean OraSure and its consolidated subsidiaries, DNAG, Diversigen, Novosanis, and Sherlock, unless otherwise indicated.
Disclosure Regarding Forward Looking Statements
This Annual Report contains certain “forward-looking statements,” within the meaning of the Federal securities laws. These may include statements about the Company's expected revenues, earnings/losses per share, net income (loss), expenses, cash flow or other financial performance, or developments, clinical trial or development activities, expected regulatory filings and approvals, planned business transactions, views of future industry, competitive or market conditions, and other factors that could affect the Company's future operations, results of operations or financial position. These statements often include words, such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “may,” “will,” “should,” “could,” or similar expressions.
Forward-looking statements are not guarantees of future performance or results. Known and unknown factors that could cause actual performance or results to be materially different from those expressed or implied in these statements include, but are not limited to:
Market acceptance of, and the Company's ability to market and sell, its products and services, whether through its internal, direct sales force or third parties;
Failure of distributors or other customers to meet purchase forecasts, historic purchase levels or minimum purchase requirements for the Company's products;
Significant customer concentrations that exist or may develop in the future;
The Company's ability to manufacture products in accordance with applicable specifications, performance standards and quality requirements;
The Company's ability to obtain, and timing and cost of obtaining, necessary regulatory approvals for new products or new indications or applications for existing products; ability to comply with applicable regulatory requirements;
The Company's ability to effectively resolve warning letters, audit observations and other findings or comments from the U.S. Food and Drug Administration (or the "FDA”), or other regulators;
Changes in relationships, including disputes or disagreements, with strategic partners or other parties and reliance on strategic partners for the performance of critical activities under collaborative arrangements;
The Company's ability to meet increased demand for its products;
The impact of replacing distributors on the Company's business;
Inventory levels at distributors and other customers;
The Company's ability to achieve its financial and strategic objectives and continue to increase its revenues, including the ability to expand international sales;
The impact of competitors, competing products and technology changes on the Company's business;
Reduction or deferral of public funding available to customers;
Competition from new or better technology or lower cost products;
The Company's ability to develop, commercialize and market new products;
Changes in market acceptance of products based on product performance or other factors, including changes in testing guidelines, algorithms or other recommendations by the Centers for Disease Control and Prevention, (the “CDC”) or other agencies; ability to fund research and development and other products and operations;
The Company's ability to fulfill its commitments under its contracts with the U.S. government for InteliSwab® COVID-19 Rapid Tests;
The Company's ability to obtain and maintain new or existing product distribution channels;
Reliance on sole supply sources for critical products and components;
Availability of related products produced by third parties or products required for use of the Company's products;
The impact of contracting with the U.S. government on the Company's business;
The impact of negative economic conditions on the Company's business;
The Company's ability to maintain sustained profitability;
The Company's ability to increase its gross margins;
The ability to utilize net operating loss carry forwards or other deferred tax assets;
Volatility of the Company's stock price;
Uncertainty relating to patent protection and potential patent infringement claims;
Uncertainty and costs of litigation relating to patents and other intellectual property;
Availability of licenses to patents or other technology;
Ability to enter into international manufacturing agreements;
Obstacles to international marketing and manufacturing of products;
The impact of changes in international funding sources and testing algorithms on international sales;
Adverse movements in foreign currency exchange rates;
Loss or impairment of sources of capital;
The Company's ability to attract and retain qualified personnel;
The Company's exposure to product liability and other types of litigation;
Changes in international, federal or state laws and regulations;
Customer consolidations and inventory practices;
Equipment failures and ability to obtain needed raw materials and components;
The impact of terrorist attacks and civil unrest; and
General political, business and economic conditions, including inflationary pressures.
These and other factors that could affect the Company's results are discussed more fully under Item 1A, entitled “Risk Factors,” and elsewhere in this Annual Report. Although forward-looking statements help to provide information about future prospects, readers should keep in mind that forward-looking statements may not be reliable. Readers are cautioned not to place undue reliance on the forward-looking statements. The forward-looking statements and Risk Factors are made as of the date of this Annual Report and the Company undertakes no duty to update these statements, unless it is required to do so by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make updates with respect to other forward-looking statements or that it will make any further updates to those forward-looking statements at any future time.
Investors should also be aware that while the Company does, from time to time, communicate with securities analysts, it is against the Company's policy to disclose any material non-public information or other confidential commercial information. Accordingly, stockholders should not assume that the Company agrees with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, the Company has a policy against issuing or confirming financial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of OraSure.
Trademarks, Trade Names and Service Marks
This Annual Report contains certain trademarks, which are protected under applicable intellectual property laws and are the Company's property. Solely for convenience, the Company's trademarks and trade names referred to in this Annual Report may appear without the® or ™ symbol, but such references are not intended to indicate, in any way, that the Company will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. The Company owns rights to trademarks and service marks that it believes are necessary to conduct its business as currently operated. In the United States, the Company owns a number of trademarks, including the OraSure®, Intercept®, Intercept i2®he, Intercept i2 he®, OraQuick®, OraQuick ADVANCE®, ORASURE QUICKFLU®, SUREQUICK®, Q.E.D.®, InteliSwab®, Oragene®, DNA Genotek®, OMNImet®, ORAcollect®, OMNIgene®, Diversigen®, CoreBiome®, Boostershot®, MetaGene®, Benchmark®, Novosanis®, Colli-Pee®, UCM®, UAS™, THINK OUTSIDE THE CUP®, AUTO-LYTE®, prepIT®, and HEMAgene® trademarks. The Company also licenses the SHERLOCK™ mark from The Broad Institute, Inc. The Company also owns many of these marks and others in several foreign countries and it pursues the registration of other trademarks where appropriate.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.